Modell’s Hometown Hero™
Official Rules

NO PURCHASE NECESSARY TO ENTER OR WIN THIS SWEEPSTAKES. A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED BY LAW OR REGULATION.

1. Eligibility: This promotion is open to NH, MA, ME, RI, CT, MD, NJ, NY, PA, VA, and Washington, DC residents, 18 years of age or older at the time of entry. Sponsors: Modell’s® II, Inc., located at 498 7th Avenue, NY, NY 10018, (the “Sponsor”). Judges: COHEN-FRIEDBERG ASSOCIATES, LLC (“CFA”) Framingham, MA 01702 (“Judges”). Employees, officers, and directors (including immediate family members (as defined by the IRS) of Sponsor, Judges and each of their affiliated companies, subsidiaries, licensees, distributors, dealers, retailers, printers, individuals engaged in the development, production or distribution of materials, their advertising and promotion agencies, and any and all other companies associated with the promotion agents (collectively, the "Promotion Entities") are not eligible to participate. . All eligibility is subject to all federal, state, provincial, and local laws and regulations. All photo entries submitted are the property of the Sponsor.

2. How to Vote: Hometown Hero™ promotion and voting period starts at 12:01 AM (EDT) on Thursday, May 1, 2008 and ends at 11:59 PM (EDT) on Friday, July 18, 2008 (“Promotion Period”). The opportunity to register to vote and to be entered into the sweepstakes starts at 12:01 AM (EDT) on Thursday, May 1, 2008 and ends at 11:59 PM (EDT) on Friday, July 18, 2008 (the promotion and Hometown Hero voting are collectively the “Sweepstakes”). The Hometown Hero that accumulates the most votes over the Promotion Period will win the Hometown Hero Grand Prize vacation to Aruba. In case of a tie the Sponsor at its sole discretion will determine the winner. LIMIT: One Sweepstakes vote per person or email address per day over the Promotion Period. Email submissions may only be made for one Hometown Hero nominee per email. Any mass entries or entries generated by a script, macro or automated devices will be disqualified. You will only be contacted if you are selected as a potential winner of a prize offered in this Sweepstakes. Winner will be announced on or about July 25, 2008.

Visit www.1800askmodells.com to register for the Sweepstakes; view and vote for the Hometown Hero story that moves you most; and thank that person for being such an inspiration to all those he/she serves. Candidates were selected by Sponsor based upon their contributions to the communities in which they serve. They all exemplify what it means to be a hero-a person of distinguished courage or ability who is admired for his/her deeds and qualities.

Sponsor reserves the right to cancel or modify the Sweepstakes at any time, including without limitation, if fraud or technical failures destroy the integrity of the Sweepstakes, as determined by the Sponsor, in its sole discretion, and to award the prizes based on eligible entries received prior to the cancellation.

3. Prizes and their Approximate Retail Values (ARV): Only the following number of prizes will be awarded in this Promotion:

WINNING HOMETOWN HERO™ GRAND PRIZE:

One (1) Grand Prize: 5-night/6-day vacation for 2 to Aruba. Prize includes the following:

• Round-trip (coach class) air transportation for two persons from a major airport near the winner’s home address.
• 5-night accommodations at the Holiday Inn SunSpree® Resort in Aruba.
• All Inclusive Hotel Packages which includes:
  Room accommodations of your choice
  All resort amenities and activities
  Three delicious meals & snacks daily (surcharges may apply on some menu items)
  Local brand cocktails Non-motorized water sports
  Children 11 and under stay, play and eat free! (When sharing room with parents or adult, conditions may apply).

Approximate retail value $3,500

SWEEPSTAKES PRIZES:

One (1) Grand Prize: 3-night/4-day vacation for 2 to Aruba. Prize includes the following:

• Round-trip (coach class) air transportation for two persons from a major airport near the winner’s home address.
• 3-night accommodations at the Holiday Inn SunSpree® Resort in Aruba.
• All Inclusive Hotel Package which includes:
  Room accommodations of your choice (subject to availability by resort)
  All resort amenities and activities
  Three delicious meals & snacks daily (surcharges may apply on some menu items)
  Local brand cocktails. Non-motorized water sports
  Children 11 and under stay, play and eat free! (When sharing room with parents or adult, conditions may apply).

Approximate retail value $2,000

Twenty (20) First Prizes: $25 Modell’s Gift Card. Approximate retail value $25 and is valid at all Modell’s retail stores. The terms and conditions of the Modell’s Gift Card apply and govern redemption procedures (card may not be used for internet transactions).

Forty (40) Second Prizes: $10 Modell’s Gift Card. Approximate retail value $10 and is valid at all Modell’s retail stores. The terms and conditions of the Modell’s Gift apply and govern redemption procedures (card may not be used for internet transactions).

Total approximate retail value of all prizes $ 6,400

PRIZE NOTE: Taxes on Prize are solely the responsibility of each winner. Prize is non-transferable. No prize substitution, except for a prize of equal or greater value if due to prize unavailability. No cash equivalent/redemptions. Prize value may vary based on airfare fluctuations and hotel availability. Travel is subject to availability and certain travel restrictions and blackout dates may apply. All travel reservations must be made 30 days in advance. Winner and guest must have a valid Passport and/or any other required travel documentation including a valid visa (if required) prior to departure date from the United States. Winner and guest must travel depart/return together on the same flights on the same day. Winner and guest are responsible for all expenses not listed above. Prize does not include personal expenses, telephone fees, inter-island transportation, gift shop purchases, or other personal hotel charges incurred. All travel must be completed by March 31, 2009. All travel will be booked by Sponsor or designated travel representative. Prize does not include U.S. / foreign government taxes, Passenger Facility Charge, or September 11th Security Fee. Travel arrangements cannot be changed in any way once booked and confirmed. Air tickets are non-refundable/non-transferable and are not valid for upgrades and/or frequent flyer miles.
By entering, participants release and hold the Sponsor and Promotion Entities harmless from and against any and all liability, losses, damages or injuries of any kind resulting from participation in the Sweepstakes or any Sweepstakes related activity, prize taxes, or from entrants’ acceptance, receipt, possession and/or use or misuse of any prize. Each entrant waives the right to assert, as a cost of winning a prize, any and all costs of redemption or travel to redeem said prize. The Sponsor or Promotion Entities will not replace any lost or stolen prize items once in the Winner's possession. Acceptance of prize constitutes permission (except where prohibited by law) to use each winner's name, hometown, photograph, voice, prize won and Sweepstakes responses for purposes of advertising, promotion and publicity without additional compensation. Sponsor reserves the right to disqualify any entrant, including the winners, if any entrant or winner demonstrates any kind of inappropriate behavior. Entrants agree to abide by these official rules and the Judges' decisions, which are final.

4. Sweepstakes Winner Notification: SELECTION OF WINNERS: A random drawing will be conducted on or about July 25, 2008, from among all eligible entries received. The drawings will be supervised by COHEN-FRIEDBERG ASSOCIATES, an independent judging organization whose decisions are final and binding as they pertain to this sweepstakes. Odds of winning depend on the number of eligible entries received. Potential major prize winners will be sent a prize-winning notification via mail or express service. All major prize winners will be required to execute an Affidavit of Eligibility/Compliance & Publicity Release (where permitted) form granting permission to use winner's name, likeness, hometown, photograph and statements (written and oral) made by winner about the promotion and/or prize (collectively, the "Attributes") in any and all media, unless prohibited bylaw. This will include but is not limited to media now known or hereafter devised, without notice, review or approval, in perpetuity and throughout the universe for advertising and promotional purposes in connection with the Sweepstakes without further compensation, and releases the Sponsor and the Judges from all claims arising out of the use of such Attributes within 10 days of receipt of first attempt notification. Non-compliance with these Official Rules, or, if a selected potential winner cannot be contacted for any reason, provides incorrect email or mailing address, is ineligible (as determined by the Judges, in their sole discretion), fails to claim a prize, or fails to timely return the completed and executed Affidavits and Releases, as required, or if the Prize Notification or confirmation or prize is returned as undeliverable, will result in disqualification and an alternate winner being selected. If it is determined by the judges that a prize has been awarded in error or to an ineligible entrant, such entrant agrees to timely return the prize, or the value of said prize, to the Sponsor. By participating in the Sweepstakes, if your entry is selected as a winning entry, you authorize Sponsor and Judges and their respective designees to list your first initial, last name, city and home state on the “Winners" list. The listing of a selected entrant’s name on any winners list does not necessarily mean that entrant has been confirmed as a winner by Sponsor and/or Judges, and the awarding of any prize to such persons is subject to verification that the selected entrant has complied with these Official Rules and any eligibility requirements provided herein.
For the name of the Winners you may visit the Sponsor’s website www.1800askmodells.com after 8/1/2008.

5. Conduct: Sponsor reserves the right at its sole discretion to disqualify any individual it finds to be tampering with the entry or voting process or the operation of the Sweepstakes or the web site or to be acting in violation of the Official Rules. Sponsor reserves the right to lock out an entrant whose eligibility is in question or who has been disqualified or is otherwise ineligible to enter. CAUTION: ANY ATTEMPT BY AN ENTRANT TO DELIBERATELY DAMAGE ANY SPONSOR WEB SITE, JUDGES SITE OR ANY THIRD PARTY WEB SITE OR UNDERMIND THE LEGITIMATE OPERATION OF THE PROMOTION MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES AND/OR OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

6. NOTICE TO ONLINE ENTRANTS: Sponsor is not responsible for problems related to downloading or uploading any Sweepstakes-related information to or from the web site or for any other technical malfunctions of electronic equipment, computer on-line systems, servers, or providers, computer hardware or software failures, phone lines, failure of any electronic mail entry to be received by Sponsor on account of technical problems, traffic, congestion on the internet or the web site, or any other technical problems related to web site entries including telecommunication miscommunication or failure, and failed, lost, delayed, incomplete, garbled or misdirected communications which may limit an entrant’s ability to participate in this Sweepstakes. If applicable, mass entries or entries generated by a script, macro or use of automated devices will be disqualified. Sponsor reserves the right to modify, suspend or terminate the electronic portion of the Sweepstakes in the event it becomes infected by a computer virus or is otherwise technically impaired, and to cancel or suspend the Sweepstakes in its entirety should tampering, unauthorized intervention, fraud, technical failures or other causes beyond Sponsor’s control corrupt the administration, security, fairness, integrity or proper play of the Sweepstakes. If this is the case, winners will be selected from among all entries received prior to cancellation. In the event of a dispute regarding the identity of the person submitting an online entry, the entry will be deemed to be submitted by the holder of the e-mail account. Sponsor reserves the right at its sole discretion to disqualify any individual it finds to be tampering with the entry process or the operation of this Sweepstakes or web site or to be acting in violation of the Official Rules.

7. SEVERABILITY and HEADINGS: If any provision of these Official Rules is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Official Rules and shall not affect the validity and enforceability of any remaining provisions. Headings and captions are used in these Official Rules solely for convenience of reference, and shall not be deemed to affect in any manner the meaning or intent of these Official rules or any provision hereof.

8. DISPUTES AND GOVERNING LAW: Except where prohibited, entrant agrees that: (1) any and all disputes, claims and causes of action arising out of or connected with this Sweepstakes or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by a federal or state court located in the city and state of New York and 2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Sweepstakes, but in no event attorneys' fees; and (3) under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim, indirect, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased.

9. CONSTRUCTION: All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Sweepstakes Rules, or the rights and obligations of the entrant and Sponsor in connection with the Sweepstakes, shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A. without giving effect to any choice of law or conflict of law rules (whether of the State of New York or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of New York to apply. The invalidity or unenforceability of any provision of these rules shall not affect the validity or enforceability of any other provision. In the event that any such provision is determined to be invalid or otherwise unenforceable, these rules shall be construed in accordance with their terms as if the invalid or unenforceable provision was not contained therein.

10. Disclaimer and Force Majeure: The Judges, Sponsor, Promotion Entities, and their affiliated, parent, and subsidiary companies, their employees, agents and officers and all others associated with the development and execution of this Sweepstakes are not responsible for: (1) typographical errors in any materials relating to the Sweepstakes; (2) lost, misdirected, illegible, incomplete, or delayed entries or votes; (3) cancellations, postponements, or delays; (4) Acts of God, war, terrorism, government regulation, disaster, fire, strikes, civil disorder, or other similar causes beyond the control of the Sponsor, Promotion Entities, or Judges and their affiliated, parent, and subsidiary companies and its immediate assigns, making it inadvisable, illegal, impossible, or impractical to continue the Sweepstakes or to perform under these Rules. Sponsor makes no warranty, guarantee, or representation of any kind concerning any prize; Sponsor specifically DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ANY OTHER IMPLIED WARRANTY.