Eligibility : Bare Escentuals Rethink What Matters Promotion (the “Promotion”) is open only to legal residents of the fifty (50) United States (including the District of Columbia) who are at least eighteen (18) years old at the time of entry.

Promotion Period : The Bare Escentuals Rethink What Matters Promotion begins on January 22, 2010 at 12:00 a.m. Eastern Time (“ET”) and ends on March 26, 2010 at 11:59 p.m. ET (the “Promotion Period”).

How To Enter : During the Promotion Period, visit www.rethinkwhatmatters.com and complete a short survey.

Limit : Each participant may enter/play one (1) time per day during the Promotion Period

Prize (s):

Sweepstakes Prize: ONE (1) GRAND PRIZE: Winner’s choice of one (1) of the following five (5) trips:
a. A trip for two (2) to Paris, France. Trip package includes roundtrip coach-class air transportation for two (2) from an airport near winner’s home (determined by Sponsor in its sole discretion) to Paris, France; Seven (7) nights’ accommodations at the Park Hyatt Paris-Vendôme (single room, double occupancy); $1,000.00 spending money; two (2) tickets for a Double Decker Paris bus tour; and meals during trip (number of meals and exact menus determined by Sponsor in its sole discretion).

b. A trip for two (2) to Costa Rica. Trip package includes roundtrip coach-class air transportation for two (2) from an airport near winner’s home (determined by Sponsor in its sole discretion) to Costa Rica; Seven (7) nights’ accommodations at the Four Seasons Costa Rica (single room, double occupancy); $1,000.00 spending money; a spa manicure, pedicure and massage for winner and guest; a guided tour (exact tour determined by Sponsor in its sole discretion); and admission for two (2) to winner’s choice of a dance, fitness or cooking class (winner can choose from a list of classes determined by Sponsor in its sole discretion).

c. A trip for two (2) to Florence, Italy. Trip package includes roundtrip coach-class air transportation for two (2) from an airport near winner’s home (determined by Sponsor in its sole discretion) to Florence, Italy; seven (7) nights’ accommodations at the Hotel Kraft Florence (single room, double occupancy); ground transportation between airport and hotel; daily breakfast at the hotel (menu determined by Sponsor in its sole discretion) a private walking tour in Florence (details determined by Sponsor in its sole discretion); a Hot Air balloon ride for two (2) over Tuscany; Bare Escentuals Products (determined by Sponsor in its sole discretion) and $1,000 spending money.

d. A trip for two (2) to Turks and Caicos. Trip package includes roundtrip coach-class air transportation for two (2) from an airport near winner’s home (determined by Sponsor in its sole discretion) to Turks and Caicos; seven (7) nights’ accommodations at Beaches Turks & Caicos All-inclusive Resort (single room, double occupancy); ground transportation between airport and hotel; meals and drinks for length of stay (exact menus determined by Sponsorin its sole discretion); $500 hotel credit toward spa treatments; Bare Escentuals Products as determined by Sponsor in its sole discretion; and $1,000 spending money.

e. A trip for two (2) to Asia. Trip package includes roundtrip coach-class air transportation from airport near winner’s home (determined by Sponsor in its sole discretion to Hong Kong or Beijing, China (destination determined by Sponsor in its sole discretion); six (6) nights’ accommodations at a hotel determined by Sponsor (single room double occupancy); ground transportation between airport and hotel; private tour of the city (details determined by Sponsor in its sole discretion); Bare Escentuals Products (determined by Sponsor in its sole discretion); and $1,000 spending money.

The estimated Approximate Retail Value (“ARV”) of each trip is $12,500.

ONE (1) FIRST PRIZE: A Trip for two (2) to the Enchantment Resort and Mii Amo Spa in Arizona. Trip package includes roundtrip coach-class air transportation from an airport near winner’s home (determined by Sponsor in its sole discretion) to Sedona, Arizona; two (2) nights’ at accommodations at hotel determined by Sponsor in its sole discretion (single room, double occupancy); spa meals for length of stay (menus determined by Sponsor in its sole discretion); two (2) 60-minute and one (1) 90-minute spa services for winner and guest (exact services determined by Sponsor in its sole discretion; new athletic apparel (determined by Sponsor in its sole discretion); Bare Escentuals Products (determined by Sponsor in its sole discretion); and $500 spending money. Estimated ARV: $5,000.

ONE (1) SECOND PRIZE: $1,500 for winner to use towards planning a party for themselves and ten (10) guests.

Instant Win Game Prizes: The prize for which you are eligible, depends on the Week that you participate as outlined in the chart on the folowing page.

Week Prize Description ARV Awarded
1 Flawless Definition Mascara $18 500

2 Blush – type to be determined $18 500

3 SPF 15 Foundation $28 500

4 Rare Eye Cream $28 500

5 Tutorials Smoky Eye Kit $32 500

6 Winner’s Choice of three (3) 100% Natural Lip Products $41 500 (Limited to (1) 100% Natural lipgloss, (1) 100% Natural lipliner, and (1)100% Natural lipcolor.)

7 Get Started Kit $60 500

8 A $100 Bare Escentuals Shopping Spree gift card; $100 200 winner can shop at a Bare Escentuals boutique or online

9 A $250 Bare Escentuals Shopping Spree gift card; $250 200 winner can shop at a Bare Escentuals boutique or online

Total ARV of all prizes:
$201,500

Winners : Winner List requests will only be accepted after the promotion end date (listed above) and no later than July 26, 2010. For the Winner List, send an email with subject line: Bare Escentuals – Rethink What Matters,
Winner List Request,” to WinListRequests@eprizefulfillment.com.

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