NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING CLINIQUE WORSHIP YOUR SKIN SWEEPSTAKES.

1. HOW TO ENTER: Beginning May 8, 2007 at 5:00 PM ET through June 4, 2007 at 11:59 PM ET (“the promotion period”), (i) go to cosmopromo.com, and complete and submit the entry form pursuant to the on-screen instructions or (ii) using your mobile phone, simply text the word CLINIQUE to short code 26766. Text messaging entrants will be charged for sending, receiving, and responding according to their carriers' rate plan(s). Other carrier-specific rates may also apply depending on your individual wireless pricing plan, in accordance with your wireless customer agreement. You must be a wireless service subscriber with text messaging service, using a participating service provider in order to enter via this method. Entrants who use the text messaging entry will be responsible for all applicable taxes associated with placing a text messaging entry and must be the authorized account holder of the wireless phone used to submit the entry. Sponsors in their sole discretion may add or delete a wireless carrier at any time, without notice. Any attempted form of entry into the Sweepstakes other than the entry methods stated, is prohibited; no automatic, programmed or robotic or similar means of entry are permitted. Entries must be received by 11:59 PM ET on June 4, 2007.

2. WINNER SELECTION: Winners will be selected by Cosmopolitan Promotion in a random drawing from among all eligible entries received on or about June 19, 2007. All decisions are final. Odds of winning will depend upon the total number of eligible entries received.

3. PRIZES & APPROXIMATE RETAIL VALUE: Five (5) prizes will be awarded. Prize includes: Clinique beach tote, signature beach towel, UV-Response Body Cream SPF 30, and Radiant Bronze Tinted Self-Tanner SPF 15. Approximate retail value of each prize: $85. Total ARV of all prizes: $340. Winner will be notified via phone, e-mail or postal mail, at Sponsors’ discretion, on or about June 19, 2007.

4. WINNERS’ LIST: For the winner’s name, send a separate self-addressed, stamped envelope to Clinique Worship Your Skin Sweepstakes, 300 West 57th Street, 37th floor, New York, NY 10019 by August 19, 2007.

5. ENTRIES: Limit (1) one entry per person, regardless of method of entry for the Clinique Worship Your Skin Sweepstakes (referred to as the “Promotion”). Entries using macro, robotic, script or other forms of automatic entry will be disqualified. Entries become the property of the Sponsors and will not be acknowledged or returned. No mechanically reproduced entries permitted. Proof of submission does not constitute proof of receipt. Sponsors are not responsible for lost, late, incomplete, damaged, misdirected, or garbled entries. If there is a dispute as to the identity of an online entrant, the prize will be awarded to the authorized account holder of the email address. The “authorized account holder” is defined as the natural person to whom the email address is assigned by an Internet service provider, online service provider or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address. If there is a dispute as to the identity of any text messaging entrant, entry will be declared made by the authorized account holder of the wireless phone which is used to submit the entry.

6. ELIGIBILITY: Open to legal residents of the 50 United States and the District of Columbia who have reached the age of majority at time of entry. Void in Puerto Rico and where prohibited by law. Employees of Sponsors, their parents, affiliates and subsidiaries, participating advertising and promotion agencies, (and members of their immediate family and/or those living in the same of household of each such employee) are not eligible.

7. CONDITIONS OF PARTICIPATION: Online entrants must have a valid e-mail address and it is entrant’s responsibility to update Sponsors of any change in e-mail address. Expenses not specifically included in prize description and all taxes are the sole responsibility of the winner. The prize is awarded “as is” with no warranty or guarantee, either express or implied outside of manufacturer's limited warranty. No transfer, assignment or substitution of a prize permitted, except Sponsors reserve the right to substitute prize for an item of equal or greater value in the event an advertised prize is unavailable. Limit one prize per person, per household. All federal, state, provincial and local laws and regulations apply. Entrants agree to be bound by the terms of these Official Rules and by the decisions of Sponsors, which are final and binding on all matters pertaining to this Promotion. Winners may be required to sign and return an Affidavit of Eligibility, a Liability Release and where legally permissible a Publicity Release within 7 days following the date of first attempted notification. If winner is considered a minor in his/her jurisdiction of residence, Affidavit of Eligibility and Liability/Publicity Release must be signed by his/her parent or legal guardian and such prize will be delivered to minor’s parent/legal guardian and awarded in the name of parent/legal guardian. Failure to comply with this deadline may result in forfeiture of the prize and selection of an alternate winner. Return of any prize/prize notification as undeliverable may result in disqualification and selection of an alternate winner. Acceptance of the prize constitutes permission for Sponsors and their agencies to use winner’s name and/or likeness, biographical material and/or entry (including an altered form of the entry) for advertising and promotional purposes without additional compensation, unless prohibited by law. By accepting prize, winner agrees to hold Sponsors, their advertising and promotion agencies and their respective parent companies, subsidiaries, affiliates, partners, representative agents, successors, assigns, officers, directors, and employees harmless from any and all liability, for loss, harm, damage, injury, cost or expense whatsoever including without limitation, property damage or personal injury, which may occur in connection with the Promotion or possession, acceptance, use or misuse of prize, or for any claims based on publicity rights, defamation or invasion of privacy and merchandise delivery. Sponsors are not responsible for any printing, typographical, mechanical or other error in the printing of the offer, administration of the Promotion or in the announcement of the prize.

8. INTERNET: Sponsors are not responsible for electronic transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to or alterations of entry materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind, or inaccurate transmissions of or failure to receive entry information by Sponsors or presenter on account of technical problems or traffic congestion on the Internet or at any Web site or any combination thereof. If for any reason the Internet portion of the program is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Promotion, Sponsors reserve the right at their sole discretion to cancel, terminate, modify or suspend the Promotion. Sponsors reserve the right to select winners from eligible entries received as of the termination date. Sponsors further reserve the right to disqualify any individual who tampers with the entry process. Sponsors may prohibit an entrant from participating in a Promotion if they determines that said entrant is attempting to undermine the legitimate operation of the Promotion by cheating, hacking, deception or other unfair playing practices or intending to abuse, threaten or harass other entrants. Caution: Any attempt by a participant to deliberately damage any Web site or undermine the legitimate operation of the Promotion is a violation of criminal and civil laws and should such an attempt be made, Sponsors reserve the right to seek damages from any such participant to the fullest extent of the law.

9. DISPUTES/CHOICE OF LAW: Except where prohibited, each entrant agrees that: (1) any and all disputes, claims and causes of action arising out of or connected with this Promotion or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by state or federal courts situated in New York, NY, (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, but in no event attorneys' fees; and (3) no punitive, incidental, special, consequential or other damages, including without limitation lost profits may be awarded (collectively, "Special Damages"), and (4) entrant hereby waives all rights to claim Special Damages and all rights to have such damages multiplied or increased. New York law, without reference to New York’s choice of law rules, governs the Promotion and all aspects related thereto.

SPONSOR: The Sponsors of this Promotion are Hearst Communications, Inc., 300 West 57th Street, New York, NY 10019 and Estee Lauder Company, 767 Fifth Avenue, 37th fl., New York, NY 10153 .