How To Enter : Visit www.pepsiweinspire.com (the “Web Site”) and follow the instructions to create a “scrapbook” using an image you provide along with creative tools provided by the Web Site.

Eligibility : YOU MUST BE A LEGAL U.S. RESIDENT RESIDING IN THE 48 CONTIGUOUS UNITED STATES or D.C. THROUGHOUT THE SWEEPSTAKES PERIOD AND 21 YEARS OF AGE OR OLDER AT THE TIME OF ENTRY to be eligible to win.

Timing : Sweepstakes starts January 24, 2011 at 12:00:01 p.m. ET NOON and ends February 28, 2011, at 11:59:59 a.m. ET NOON (the “Sweepstakes Period”).

Limit : Limit six (6) entries per name/user account/household for the Sweepstakes Period

Prize (s) :

One (1) Grand Prize will be awarded, consisting of a trip for winner and one (1) guest to meet Queen Latifah (location, date and time to be determined by Sponsor). Grand Prize also includes round-trip coach air transportation for winner and one (1) guest from an airport nearest the winner’s home within the continental U.S. to a city to be determined by Sponsor, one (1) double occupancy standard hotel rooms for two (2) nights, ground transportation, spa treatment for winner (including hair stylist, makeup artist, fashion stylist, makeup artist and fashion stylist), a $500 wardrobe budget and $200 in spending money. Estimated retail value (“ERV”): up to $9,000

One (1) First Prize will be awarded consisting of an HD camcorder. ERV: $230.

Three (3) Second Prizes will be awarded, each consisting of a digital camera. ERV: $130.

Five (5) Third Prizes will be awarded, each consisting of a digital picture frame. ERV: $40.

Total ARV of all prizes :

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