“DERÉON 2009 I AM…WORLD TOUR” SWEEPSTAKES

OFFICIAL RULES

NO PURCHASE OR PAYMENT NECESSARY TO ENTER OR WIN THIS SWEEPSTAKES. A PURCHASE OR PAYMENT WILL NOT IMPROVE YOUR CHANCES OF WINNING.

The “DERÉON 2009 I AM…WORLD TOUR” SWEEPSTAKES (“Sweepstakes”) starts at 12:01 a.m. Central Time (“CT”) on August 4, 2009 and ends at 11:59 p.m. (CT) on August 31, 2009 (“Entry Period”). The sponsors of this Sweepstakes are BEYOND PRODUCTIONS, LLC, 1384 Broadway, 22nd Floor, New York, NY 10018 and House of Brands Footwear Group Inc., 16516 Via Esprillo, Suite 100, San Diego, CA 92127 (collectively the “Sponsors”). The Sweepstakes shall be subject to these Official Rules, and by entering, all participants agree to be bound by the terms and conditions herein. Foot Locker Retail, Inc. is not a sponsor or co-sponsor of the Sweepstakes.

ELIGIBILITY: SWEEPSTAKES IS OPEN ONLY TO LEGAL RESIDENTS OF THE FIFTY (50) UNITED STATES AND DISTRICT OF COLUMBIA, EIGHTEEN (18) YEARS OF AGE OR OLDER AS OF ENTRY DATE. THIS SWEEPSTAKES IS VOID IN PUERTO RICO, ALL U.S. TERRITORIES AND POSSESSIONS AND OVERSEAS MILITARY INSTALLATIONS AND WHERE PROHIBITED OR RESTRICTED BY LAW. Sponsors, Foot Locker Retail, Inc., d/b/a Footaction, West Coast Marketing, a division of The Susquehanna Hat Company (“West Coast Marketing”), Mia Brown & Co., LLC D/B/A MBC Promotions, their respective affiliates, subsidiaries, parent companies and agencies (collectively, the “Promotion Parties”) and employees of the Promotion Parties and their family members (spouses, parents, siblings and children) or those living in the household of same whether related or not are not eligible to enter or win. A prize won by a minor in the legal jurisdiction in which he or she resides will be awarded in the name of said minor’s parent or legal guardian.

HOW TO ENTER: During the Entry Period you may enter via the Internet by logging onto www.footaction.com (the “Entry Site”) and following the Sweepstakes entry directions, providing your first and last name, street address (no P.O. boxes), city, state, zip code, daytime telephone number, date of birth and e-mail address (“Online Entry”). ALL ONLINE ENTRIES MUST BE RECEIVED BY 11:59 P.M. (CT) ON AUGUST 31, 2009. ONLY one (1) ONLINE ENTRY per PERSON, HOUSEHOLD ADDRESS, and/or E-MAIL ADDRESS PER DAY WILL BE ACCEPTED. Entry Site clock is the official time keeper for the Sweepstakes.

The Promotion Parties, and their respective affiliates, subsidiaries and parent corporations, and any and all Internet server(s) and access provider(s), and each of their respective officers, directors, shareholders, employees and agents (collectively, “Releasees”) are not responsible for any incorrect or inaccurate entry information; human errors; technical malfunctions; failures, omissions, interruptions, deletions or defects of any telephone network, computer online systems, computer equipment, servers, providers, or software, including without limitation any injury or damage to participant’s or any other person’s computer relating to or resulting from participation in the Sweepstakes; inability to access the Entry Site or any web pages thereof; theft, tampering, destruction, or unauthorized access to, or alteration of, entries; data that is processed late or incorrectly or is incomplete or lost due to telephone, computer or electronic malfunction or traffic congestion on telephone lines or the Internet or any web site (including the Entry Site) or for any other reason whatsoever; typographical, printing or other errors; or any combination thereof. Proof of entering information at the Entry Site is not considered proof of delivery or receipt. Illegible, incomplete, mechanically reproduced, and entries in excess of the number stated above from any one (1) valid e-mail address, household address and/or person will be disqualified. All entries become the property of Sponsors and will not be acknowledged or returned. False, fraudulent or deceptive entries or acts shall render entrants ineligible. By entering the Sweepstakes, entrants affirm that they have read and accepted these Official Rules. The Sweepstakes shall be governed by and construed in accordance with the laws of the United States and the State of New York. By entering the Sweepstakes, entrants hereby submit to the exclusive jurisdiction and venue of the federal and state courts of the State of New York and waive the right to have disputes arising out of the subject matter hereof adjudicated in any other forum. The information obtained via the Online Entry will be used by Sponsors and their respective affiliates for marketing purposes. Sponsors and their respective affiliates would like to use this information to contact you either by mail or e-mail with updates about special promotions or offers. If you prefer not to receive updates please indicate such preference in your entry. Any information collected by registering to enter the Sweepstakes shall be used only in a manner consistent with these Official Sweepstakes Rules and with the Footaction.com Privacy Policy http://www.footaction.com/content/custserv/help--privacyPolicy/, which can be found at the Entry Site.

WINNER SELECTION: Potential prize winners will be selected in a random drawing on or about September 10, 2009 by West Coast Marketing, an independent judging organization, whose decisions are final in all matters relating to this Sweepstakes. Potential Grand Prize winner will be notified by e-mail, certified mail, and/or telephone by September 17, 2009. Potential Grand Prize winner (or winning named parent or legal guardian if winner is considered a minor in the jurisdiction in which said minor resides) will be required to execute and return a notarized Affidavit of Eligibility/Release of Liability and (except where prohibited) Publicity Release form and a completed IRS W-9 form within ten (10) days of date of issuance. Failure to return all required forms in this ten (10) day time period may result in the Grand Prize winner being disqualified and an alternate winner selected.

Grand Prize winner’s travel companion (or Grand Prize winner if the travel companion is the Grand Prize winner’s minor child or ward) will be required to execute and return a notarized Release of Liability within this same deadline. If the travel companion is a minor in the jurisdiction in which he or she resides, he or she must be the child or ward of the Grand Prize winner. A minor will not be allowed to participate in any portion of the Grand Prize travel as detailed below, without being accompanied by his or her parent or legal guardian who executed all required documents on said minor’s behalf. First Prize winners will be notified within sixty (60) days of the random drawing date with the delivery of their prize via mail or other delivery service determined at the sole discretion of the Sponsors or their designee. If any prize notification or prize is returned as undeliverable for any reason, it will be awarded to an alternate. All federal, state and local tax liabilities, if any, are the responsibility of the winners. Acceptance of a prize constitutes permission (except where prohibited) to use each prize winner's and Grand Prize winner’s travel companion’s names, likenesses, pictures, voices, biographical information and statements for publicity, advertising, trade and promotional purposes in any and all media now known or hereafter discovered, worldwide and on the Internet and World Wide Web, without additional compensation or limitation of any kind.

PRIZES: GRAND PRIZE (one [1] Grand Prize will be awarded): The Grand Prize shall consist of a trip (during dates of November 12-15, 2009) for the Grand Prize winner and one (1) travel companion (“Guest”) to London, England (“London”) to attend a concert by the performer Beyoncé (“Event”). The Grand Prize includes: round-trip (r/t) coach airfare (via airline carrier(s) selected by Sponsors) between the major US gateway airport closest to the winner's residence and a London-area airport (“Airport”), two (2) consecutive nights accommodations (standard accommodations, one (1) single room, double occupancy, room and tax only) at a London area hotel selected by Sponsors, two (2) tickets to the Event and ground transfers between Airport and Hotel and Hotel and Event.

NOTE: all meals, excursions, additional ground transfers, gratuities, phone and fax calls and any other expenses not specified herein are the sole responsibility of the Grand Prize winner and his/her Guest. Travel is subject to the following restrictions: Winner must be able to travel during the dates specified by Sponsors or prize will be forfeited in its entirety and an alternate Grand Prize winner may be selected at Sponsors’s sole discretion. Dates of travel are subject to change. All travel is subject to airline, hotel and Event availability. In the event that the Event is rescheduled or cancelled for any reason, no additional prize element will be substituted and remainder of Grand Prize as detailed above shall constitute complete and total prize. All travel arrangements must be made through a travel agent selected by Sponsors and airline and hotel shall be determined at the sole discretion of Sponsors. Grand Prize winner and his or her Guest are required to travel on identical itineraries and all air travel must originate from and return to the same city and airport. Once travel commences, no stopovers are permitted; if stopover occurs, full fare will be charged from stopover point for the remaining segments, including return, of the trip.   Grand Prize winner and his or her Guest will be required to posses and provide valid passports at time of travel. Travel will not be eligible for frequent flyer points or miles.  Grand Prize winner and his or her Guest are solely responsible for determining and obtaining all necessary travel documents and other travel requirements.  No changes will be made to travel details once any portion of travel arrangements has been made, except at Sponsors’ sole discretion.  Releasees are not responsible for changes in schedule of any element of the Grand Prize. Releasees are not liable for any expenses incurred as a consequence of flight cancellation/delay.  Sponsors will not replace any lost or stolen tickets, travel vouchers or certificates. All taxes/fees and expenses in conjunction with air tickets are the responsibility of the winner, including, without limitation, all necessary government documentation. Sponsors reserve the right at their sole discretion to offer winner a cash equivalent prize at its sole discretion. The total approximate retail value (“ARV”) of the Grand Prize is $4,656; actual value will vary depending on travel arrangements.

FIRST PRIZE (twenty-five [25] First Prizes will be awarded): Each First Prize consists of a gift basket to include a selection of the following: Beyoncé CD, Beyoncé DVD, Beyoncé T-shirt, Beyoncé hat and/or other Beyoncé/Dereon/BEYOND PRODUCTIONS, LLC merchandise. The ARV of each First Prize is $100.

Prizes are non-transferable, assignable and have no cash value. No prize substitution or cash redemption allowed by winners. Sponsors reserve the right to substitute a prize of comparable value if advertised prize becomes unavailable. Prizes may not be sold, bartered or exchanged by winners. Prizes are provided "as is" and without any warranty of any kind. By accepting a prize, winner acknowledges compliance with these Official Rules.

The total ARV of all prizes to be awarded in the Sweepstakes is $7,156. The odds of winning a prize are determined by the total number of eligible entries received.

LIMITATIONS ON LIABILITY: Releasees shall not be liable to winner or any other person for failure to supply the prize or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulation(s), order(s) or request(s) prove(s) to be invalid), equipment failure, terrorist acts, earthquake, war, fire, flood, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other cause beyond Sponsors’ sole control. Releasees shall not be responsible for any cancellations, delays, diversions or substitutions or any act or omissions whatsoever by the air carrier(s), hotel(s), or other transportation companies or any other persons providing any of these services and accommodations to passengers including, without limitation, any results thereof such as changes in services or accommodations necessitated by same. Releasees shall not be liable for any loss or damage to baggage.

GENERAL: Entrants release and waive any claims they may have against Releasees for any and all injuries, claims, damages, losses, costs, or expenses of any kind (including without limitation attorney’s fees) resulting from acceptance, use, or misuse of the prize or element thereof, or from participation in this Sweepstakes.

If for any reason this Sweepstakes is not capable of running as planned, or if this Sweepstakes or any web site associated therewith (or any portion thereof) becomes corrupted or does not allow the proper playing of the Sweepstakes and processing of entries in accordance with these rules, or if infection by computer virus, bugs, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes, in the Sponsors’ sole opinion, corrupts or affects the administration, security, fairness, integrity, or proper conduct of this Sweepstakes, the Sponsors reserves the right, at its sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, modify, or suspend this Sweepstakes or any portion thereof. In the event this Sweepstakes is cancelled, the Sponsors will conduct a random drawing to award the prize from among all eligible, non-suspect, on-line entries received prior to the time of the action or event warranting such cancellation. If such cancellation, termination, modification, or suspension occurs, notification will be posted at the Entry Site. Any attempt by an entrant or any other individual to deliberately damage any web site (including the Entry Site) or undermine the legitimate operation of the Sweepstakes is a violation of criminal and/or civil laws and should such an attempt be made, the Sponsors reserve the right to seek damages and other remedies from any such person to the fullest extent permitted by law. If a dispute arises about who submitted an entry on the Entry Site, the entry will be deemed submitted by the authorized account holder of the e-mail account entered. The authorized account holder is deemed the natural person who is assigned to an e-mail address by an Internet access provider, service provider, or other online organization that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. A potential winner may be requested to provide the Sponsors with proof that the potential winner is the authorized account holder of the e-mail address associated with the winning entry and that all eligibility requirements are met. Sponsors’ good faith determination of eligibility and any other disputed issue as it relates to this Sweepstakes is final and binding.

NOTE: Online Entry must be made by the entrant, only at the Entry Site. Entries made by any other individual or any entity, and/or originating at any other web site or e-mail address, including but not limited to commercial sweepstakes subscription notification and/or entering service sites, will be declared invalid and disqualified for this Sweepstakes. The use of any device or computer software to automate the entry process is prohibited.

WINNERS LIST: For an Official Winners List (available after September 25, 2009 and until December 31, 2009), or a copy of these Official Rules, send a self-addressed, stamped envelope to: “DERÉON 2009 I AM…WORLD TOUR” SWEEPSTAKES (please specify Official Winners’ List or Official Rules), PO Box 56436, Sherman Oaks, CA, 91413. Official Rules are also available during the Entry Period at the Entry Site.

© 2009 BEYOND PRODUCTIONS, LLC. All Rights Reserved