Official Rules THE "BEST LAID PLANS" SWEEPSTAKES

The "BEST LAID PLANS" Sweepstakes is sponsored by Fox Searchlight Pictures, 10201 W. Pico Blvd., Bldg. 38 / Rm.208, Los Angeles, CA 90035, G Shock/Casio Watches, Simple Shoes, The Princeton Review, Steve Madden and Undergirl.com. The ABEST LAID PLANS@ Sweepstakes begins 8/30/99 and ends 10/22/99.

1. ELIGIBILITY. Open to residents of United States (void in Rhode Island and Puerto Rico), 18 years of age or older, except to employees, officers, directors, agents, representatives, and the immediate family members of Fox Searchlight Pictures, G Shock/Casio Watches, Simple Shoes, Princeton Review, Steve Madden and Undergirl.com, their parent companies, affiliates, subsidiaries, advertising, promotion agencies and promotion partners. This Sweepstakes is void where prohibited by law. All federal, state and local laws and regulations apply.

2. NO PURCHASE NECESSARY. You can enter this Sweepstakes either via the Internet or by mail. To enter via the Internet, use your computer to access the "BEST LAID PLANS" SWEEPSTAKES Web site at www.foxsearchlight.com, completely fill out information requested on the Entry Form (³Entry Form²) and then transmit the Entry Form by clicking the ³Submit² button. Information requested on Entry Form consists of your name, address (including zip code), home and work phone numbers (including area codes), age and e-mail address. To enter by mail, complete a standard size postcard (not to exceed 6² x 10²) or a piece of paper in a standard size envelope (not to exceed 6² x 10²) with your printed name, address (including zip code), home and work telephone numbers (including area codes), and age, and mail to: The "BEST LAID PLANS" SWEEPSTAKES, 10201 W. Pico Blvd., Bldg. 38/Rm.208, Los Angeles, CA 90035. There is a limit of one entry per person. To be eligible, all Internet entries for Sweepstakes must be received by 11:59p.m. (Pacific Time) on 10/22/99, the Sweepstakes Expiration Date. All mail entries must be postmarked by 10/22/99. Multiple entries are ineligible. Entries that are late (including delayed data transmissions), forged, postage-due, illegible, mutilated, incomplete, misdirected, or otherwise not in compliance with these Official Rules will be disqualified.

3. SELECTION OF WINNER. Winners will be selected by random drawing from all eligible Internet and mail entries on 10/25/99 by Fox Searchlight Pictures, whose decisions are final and in all respects. Odds of winning depend on the number of eligible entries received. Winner will be notified by mail on/about 11/1/99. If a potential winner cannot be reached after a reasonable effort has been exerted during fourteen (14) business days from the date of the Sweepstakes drawing, or if he/she is found to be ineligible, or if he/she cannot or does not comply with these Official Rules, an alternate winner may be selected.

4. PRIZES.

GRAND PRIZE (2): A graduate preparation course courtesy of The Princeton Review and the official movie poster courtesy of FOX SEARCHLIGHT PICTURES (arv $1600.00).

FIRST PRIZE (7): A G Shock/Casio Timepiece watch, and the official movie poster courtesy of Fox Searchlight Pictures (arv $875.00).

SECOND PRIZE (5): A gift certificate for a pair of Simple Shoes, and the official movie poster courtesy of Fox Searchlight Pictures (arv $400.00).

THIRD PRIZE (5): Two pairs of FUZZY Slippers courtesy of Steve Madden and the official movie poster courtesy of Fox Searchlight Pictures (arv $400.00)

FOURTH PRIZE (10): A 2-pair set of Undergirl.com/Backseat underwear, a BEST LAID PLANS soundtrack and the official movie poster courtesy of Fox Searchlight Pictures (arv $350.00) No cash or prize substitution is allowed except at the discretion of the Sponsor. If a prize cannot be awarded due to circumstances beyond the control of the Sponsor, a substitute prize of equal or greater value will be awarded. Prize is not transferable.

5. CONDITIONS. By entering, participants agree to be bound by these complete Official Rules. All federal, state and local laws and regulations apply. Sponsor, its officers, directors, parent companies, affiliates, subsidiaries and advertising and promotion agencies are not responsible for, (i) late, lost, delayed, damaged, misdirected, incomplete, stolen, postage due or illegible entries; (ii) any injuries, losses, or damages of any kind caused by the prize or resulting from acceptance, possession, or usage of the prize; or (iii) printing, distribution or production errors. Return of prize or prize notification as undeliverable will result in disqualification and an alternate winner may be selected. Entry and/or acceptance of prize(s) constitutes permission for the Sponsor and their agencies to use the winner¹ s name, address (city and state) and/or likeness for advertising and trade purposes without further compensation, worldwide and in perpetuity, in any and all forms of media, now known and hereafter devised, including without limitation Internet, unless prohibited by law. Winner will be asked to complete and return an Affidavit of Eligibility & Publicity Release before claiming prize. Failure to do so will result in disqualification of the winner, and an alternate winner will be selected. Any person attempting to defraud or in any way tamper with this Sweepstakes will be ineligible for prizes and may be prosecuted to the full extent of the law. If, for any reason, the Sweepstakes is not capable of running as originally planned, such as tampering or infection by computer virus, Sponsor at its sole discretion reserves the right to cancel the Sweepstakes. Void where prohibited.

6. DISCLAIMERS. Sweepstakes Entities are not liable for losses or injuries of any kind resulting from acceptance/possession and/or misuse of prize(s), participation in Sweepstakes, or any technical malfunctions of the telephone network, computer Internet system, computer dating mechanism, computer equipment, software, or any combination thereof, or any entries that are late (including delayed data transmissions), tampered with, garbled, incomplete, misdirected, lost, postage-due, forged, illegible, mutilated, mechanically duplicated, mass machine printed, or otherwise not in compliance with these Official Rules. Sweepstakes Entities are not responsible or liable for any injury or damage to an entrant¹s or third person¹s computer and/or its contents, related to or resulting from Sweepstakes.

7. COPY OF OFFICIAL RULES/WINNERS LIST. For a copy of the Official Rules or a winner's list, send a self-addressed, stamped envelope to The "BEST LAID PLANS" SWEEPSTAKES, 10201 W. Pico Blvd., Bldg. 38 / Room 208, Los Angeles, CA 90035.