Promotion Description: The “Transform Yourself Sweepstakes” (the “Sweepstakes”) begins on July 21, 2008 at 12:01 am Eastern Standard Time ("EST") and ends on August 24, 2008 11:59 pm EST (the "Promotion Period"). The Sweepstakes is sponsored by Alloy Media + Marketing, an affiliate of Alloy, Inc., located at 51 West 26th Street New York, NY 10001 ("Sponsor"). By participating in the Sweepstakes, each entrant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of Sponsor, which shall be final and binding in all respects. Sponsor is responsible for the collection, submission or processing of entries and the overall administration of the Sweepstakes. Entrants should look solely to Sponsor with any questions, comments or problems related to the Sweepstakes.

Eligibility: Open only to registered members of Alloy.com who are legal United States residents aged 13 or older as of July 21, 2008. Void in Rhode Island, Puerto Rico, Guam, the U.S. Virgin Islands, and where prohibited by law. Employees of Sponsor, its licensors and prize providers, and their respective parents, subsidiaries, affiliates, advertising and promotion agencies, and each of their respective officers, directors and employees (collectively, the "Sweepstakes Entities"), and members of their immediate families and/or persons living in the same household as such persons, are ineligible to enter the Sweepstakes or win a prize.

1. How to Enter:

2. Privacy: All entrants acknowledge that if they are chosen as a winner, certain of their personally identifying information may be disclosed to third parties if required by law, such as on a winner's list. Sponsor will collect the entrants' personally identifiable information in accordance with the Alloy, Inc. Sponsor will not share any of the personally identifiable information collected from Sweepstakes entrants with any third party except solely for purposes related to the fulfillment and delivery of prizing to be awarded in the Sweepstakes or if entrants have expressly opted-in to receiving promotional email communications from a particular Sweepstakes Entity.

3. Winner Selection: The winner of the Sweepstakes will be selected in a random drawing from among all eligible entries received throughout the Promotion Period. The random drawing will be conducted on or about August 25, 2008, by Sponsor or its authorized representative, whose decisions are final. Odds of winning will vary depending on the number of eligible entries received during the Promotion Period. Winner will be notified by email within five days after the random drawing. Potential winner must accept a prize within three (3) business days of notification by either email or telephone. Any winner notification not responded to or returned as undeliverable may result in prize forfeiture and an alternate winner may be selected. The potential prize winner (or his or her parent or legal guardian if the potential winner is a minor) may be required to sign and return an affidavit of eligibility and release of liability, and where legal, a publicity release (collectively "the Prize Claim Documents"). If a winner is not of legal age of majority in his or her state of residence , at Sponsor's option, the will be awarded in the name of parent or legal guardian and parent or legal guardian of winner will be required to sign the Prize Claim Documents. If a winner (or such winner's parent or legal guardian) fails or refuses to sign and return the Prize Claim Documents within seven (7) days of the winner may be disqualified and an alternate winner may be selected. No substitution or transfer of a prize is permitted except by Sponsor.

4. Prizes: One (1) Grand Prize will be awarded. The Grand Prize consists of one (1) $500 Alloy merchandise gift certificate, one (1) $250.00 cosmetics gift certificate or gift card, and one (1) $250.00 spa gift certificate or gift card from a spa or beauty salon within ten (10) miles of the winner's residence. All gift certificates and gift cards are subject to terms and conditions of the issuers.

VALUE OF GRAND PRIZE: $1,000.00

Sponsor reserves the right in its sole and absolute discretion to award a substitute prize, of equal or greater value if a prize described in these Official Rules is unavailable or cannot be awarded, in whole or in part, for any reason.

5. General Conditions: The Sweepstakes is governed by the laws of the United States and the State of New York. All federal, state and local laws and regulations apply. Prize will only be awarded and/or delivered to addresses within the United States. All federal, state and/or local taxes, fees, and surcharges are the sole responsibility of the prize winner. Failure to comply with the Official Rules may result in forfeiture of the prize. If prize is forfeited, an additional drawing at random from eligible entries will be made to determine a winner.

Except where prohibited by law, the winner (and parent/legal guardian if winner is a minor) grants (and agrees to confirm that grant in writing) permission for Sponsor to use the winner's name, photograph, voice and/or likeness, for advertising and/or publicity purposes in connection with the Sweepstakes only and for no other reason.without notice, review, approval, or additional compensation.

6. Release of Liability: By acceptance of the prize, the winner agrees that the Sweepstakes Entities will have no liability whatsoever for, and shall be held harmless by winner (and parent/legal guardian if entrant is a minor), from any and all liability for injuries, loss or damage of any kind to persons, including death, or property damage resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of any prize, or participation in this Sweepstakes. The Sweepstakes Entities expressly disclaim any responsibility or liability for injury or loss to any person or property in connection with the prizes awarded. Conduct: Sponsor reserves the right at its sole discretion to disqualify any individual it finds to be tampering with the entry process or the operations to any of the Sweepstakes or the Sweepstakes Site; to be acting in violation of the Official Rules; or to be acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. CAUTION: ANY DELIBERATE ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF ANY OF THE SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

7. Limitation of Liability: None of the Sweepstakes Entities are responsible for any incorrect or inaccurate information, whether caused by website users or by any of the equipment or programming associated with or utilized in the Sweepstakes or by any technical or human error, which may occur in the processing of submissions in the Sweepstakes. None of the Sweepstakes Entities assume any responsibility for any misdirected or lost mail, or any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, entries. None of the Sweepstakes Entities are is responsible for any problems or technical malfunction of any telephone network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to entrant's or any other person's computer related to or resulting from participating downloading materials in the Sweepstakes. If, for any reason, the Sweepstakes is not capable of running as planned, including infection by computer virus bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of Sponsor or any of the other Sweepstakes Entities which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Sweepstakes, then Sponsor reserves the right at their sole discretion to cancel, terminate, modify or suspend the Sweepstakes. In such event, Sponsor may, in its sole discretion, perform the random drawing from among all eligible entries received prior to or after such cancellation, suspension, or modification In the event of a dispute concerning who registered online to participate in the Sweepstakes, the registration will be declared to have been made by the authorized account holder of the email address submitted at the time of registration. The authorized account holder is defined as the natural person who is assigned to an email address by an internet provider, online service provider, or other organization (e.g., business, education institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address. A potential winner may be requested to provide Sponsor with proof that the potential winner is the authorized account holder of the email address. If a dispute cannot be resolved to Sponsor's satisfaction, the entry will be deemed ineligible.

8. Winner's' List: To obtain a copy of the winners' list or a copy of the Official Rules, send the applicable request and a self-addressed, stamped, #10 envelope to Sponsor at the 51 West 26th Street New York, NY 10001. Vermont residents need not include return postage on Official Rules requests. Request must be received no later than December 1, 2008.