1. SPONSOR: Hollywood Records, Inc., 500 South Buena Vista St., Burbank, CA 91521.

2. ENTRY: You may enter this Sweepstakes only via the Internet, beginning at 12:01 A.M., June 18, 2003, and ending at 11:59:59 P.M., August 1 , 2003. For purposes of these Official Rules ("Rules"), all times are Pacific Time. Guests may enter the Sweepstakes by visiting http://www.hollywoodrecords.go.com/flashlightbrown and following the instructions to register. Normal Internet access and usage charges imposed by your on-line service will apply. It is the sole responsibility of the entrant to notify Sponsor if the entrant changes his or her e-mail address. To do so, go to: http://register.go.com/HollywoodRecords/hr2/sweeps/hr_flb_benshermin/update and follow the instructions on how to change your e-mail address.

3. LIMITATIONS: Each entry must be received by 11:59:59 P.M., August 1, 2003. Only one entry per person or e-mail address (regardless of whether one person has more than one e-mail address or more than one person uses the same e-mail address). In event of a dispute regarding the identity of the person submitting an entry, the entry will be deemed to be submitted by the person in whose name the e-mail account is registered. Entries by any e-mail method other than set forth above in Paragraph 2 are void. Any use of automated or programmed methods of effecting entry on-line is prohibited. Open only to persons 18 or older upon entering who are legal residents of, and physically located within, the 50 states or D. C. ("Territory") and not employees of Sponsor. The Entities are not responsible for entries from persons residing, or physically located, outside the Territory; inaccurate, incomplete, lost, tampered with, altered, misdirected, delayed or late entries; or for inaccurate or incomplete capture online of Sweepstakes entry information (including the Official Entry Form); lost, interrupted or unavailable network, server or other connections; miscommunications; failed phone, computer hardware or software or telephone transmissions; technical failures; unauthorized human intervention; traffic congestion; garbled or jumbled transmissions; or other errors of any kind, whether due to electronic, mechanical or human error or other causes; each of which entries will be disqualified. Void where prohibited or restricted by law and subject to all federal, state, local and municipal laws and regulations.

4. PRIZE: One (1) GRAND PRIZE: A Ben Sherman outfit (Pants, Shirt, and Shoes) (approximate retail value: $250.00). Prize is not redeemable for cash or transferable, except to a surviving spouse residing in the same household. No substitution allowed except, at Sponsor's sole discretion, a prize of equal or greater value may be substituted. The prize will be delivered within 90 days after winner's notification.

5. USE OF DATA: Sponsor will be collecting personal data about participants (including, without limitation, e-mail addresses) when they enter the Sweepstakes online. By participating in the Sweepstakes online, entrants hereby agree to all personal information uses and disclaimers as explained in Sponsor's Privacy Policy at http://disney.go.com/corporate/legal/wdig_privacy.html.

6. PROCEDURES: Sweepstakes begins at 12:01 A.M., June 18, 2003, and ends at 11:59:59 P.M., August 1, 2003. On or about August 10th, 2003, in a random drawing, the winner will be selected from all eligible entries received. Odds of winning depend on the number of eligible entries received.

7. WINNER: Will be notified by e-mail or phone on or about August 15, 2003. Winner is required to prove eligibility. Disqualification and the selection of an alternate winner will result from any of the following: (1) failure of a potential winner to respond to e-mail notification within fourteen (14) days from the date of transmission; (2) the return of potential winner's e-mail notification as undeliverable after three (3) attempts; (3) the return of any other notification or the prize as undeliverable; (4) failure of a potential winner to execute and return an Affidavit of Eligibility/Liability/Publicity Release within fourteen (14) days from the date of notification; or (5) any other non-compliance with Rules. All taxes are solely the winner's responsibility. For name of winner (after August 15, 2003) send a self-addressed, stamped #10 envelope to: Flashlight Brown Sweeps, c/o Hollywood Records, Inc., 500 South Buena Vista St., Burbank, CA 91521.

8. CONDITIONS: Each entrant by entering this Sweepstakes agrees that: (1) he/she will abide by and be bound by the Rules and the judge's decisions; (2) the entry becomes solely the Sponsor's property and will not be returned; (3) none of the Entities, nor any of their officers, directors, employees, agents or representatives are responsible for claims, injuries, losses or damages of any kind resulting from game participation; the awarding, delivery, acceptance, use, misuse, possession, loss or misdirection of the prize; participation in any prize related activity; or from computer downloading any Sweepstakes information; (4) the prize is awarded "AS IS" and WITHOUT WARRANTY OF ANY KIND, express or implied, (including, without limitation, any implied warranty of merchantability or fitness for a particular purpose); (5) winner's acceptance of the prize constitutes the grant of an unconditional right to use winner's name, address (city and state only), voice, likeness, photograph, biographical and prize information and/or statements about the promotion for any publicity, advertising and promotional purposes without additional compensation, except where prohibited by law; (6) Sponsor is not responsible for any inability of the winner to accept the prize for any reason.