Bad Boys II "Bad Boys Finish First" Sweepstakes

OFFICIAL RULES
NO PURCHASE NECESSARY.
PURCHASE(S) WILL NOT INCREASE CHANCES OF WINNING.
THIS SWEEPSTAKES IS OFFERED ONLY IN THE 50 STATES OF THE U.S. AND D.C.
VOID WHERE PROHIBITED.

The Bad Boys II "Bad Boys Finish First" Sweepstakes ("Sweepstakes") begins at 12:00 p.m. PT (noon) on 7/7/03 and ends at 11:59 p.m. PT on 8/7/03 ("Sweepstakes Period").

How to Enter: To enter online, access the Sweepstakes Web site located at www.badboys2.com/zoom ("Web Site") and follow the online instructions to complete and submit a Sweepstakes entry form ("Basic Entry"). Information required on the entry form consists of your E-mail address, First Name, Last Name, Address, City, State, Zip, Phone Number (including area code), Date of Birth, and Gender (collectively "Entry Information"). Limit 1 Basic Entry per person per email address per day. Bonus Entries: On the entry form, you will also have the opportunity to send information about the Sweepstakes to three (3) people whom you believe may be interested in the Sweepstakes, and who meet the eligibility requirements for the Sweepstakes (described below). For each set of three (3) referral email addresses you have the Sweepstakes information sent to, you will receive an additional entry into the Sweepstakes ("Bonus Entry"). Each email address must be current, unique, and valid. A message introducing the Sweepstakes from you will be sent by Sony Pictures Entertainment Inc. to your referral email address(es). Limit one (1) Bonus Entry per person per email address per day. Basic and Bonus Entries (collectively, "Online Entries") must be received by 11:59 p.m. PT on 8/7/03. Online Entries by the same person in excess of the limits stated herein will be disqualified. If an entrant is a resident of a jurisdiction that deems him/her to be a minor, he/she must obtain parental/legal guardian consent prior to entering or submitting any personally identifiable information.

In-Store Entry: Legibly handprint your Entry Information (email address optional) on an Official Sweepstakes Entry Form available at participating Wherehouse Music locations nationwide (while supplies last) and deposit it in the official Sweepstakes entry box ("In-Store Entry"). In-Store Entries must be deposited in specially marked entry box by 11:59 p.m. (or closing time, if earlier, for participating store) on 8/4/03. All required Entry Information must be completed in full for either method of entry. Proof of delivery or receipt of an Online Entry or In-store Entry (collectively "Entries") will not be deemed by Sony Pictures Digital Inc. ("Sponsor") as proof of entry. No copies, facsimiles or reproductions of In-store entry forms accepted. Any attempted form of entry other than as described herein is void.

Eligibility: The Sweepstakes is only open to legal residents of the 50 states of the U.S. and D.C. who are physically located and residing therein, who are 18 years of age or older as of 7/7/03, and who possess a valid driver's license. Employees of Sponsor, Sony Pictures Entertainment Inc., Wherehouse Entertainment Inc., Cable News Network LP, LLLP (SI.Com), Derek Daly Performance Driving Academy, Inc., Sony Computer Entertainment Inc., Sony Online Entertainment Inc., Orbitz, LLC, Skycastle Entertainment, Inc., Sullivan Compliance Company ("Sweepstakes Administrator"), their advertising or promotion agencies, those involved in the production, development, implementation or handling of the Sweepstakes, any agents acting for, or on behalf of the above entities, their respective parent companies, officers, directors, subsidiaries, affiliates, licensees, service providers, prize suppliers, , any other person or entity associated with the Sweepstakes (collectively "Sweepstakes Entities") and/or members of their immediate families (spouses, children, siblings, parents) and/or persons living in the same household as such persons, whether or not related, are ineligible to enter the Sweepstakes.

Prizes/Odds of Winning. 1 Grand Prize ("GP"): Trip for GP winner and 1 guest to Las Vegas, NV to attend a 3-day high performance driving course ("Driving Course") at the Derek Daly High Performance Driving Academy. Trip consists of: round trip coach air transportation for GP winner and 1 guest ("Guest") from a major commercial airport near GP winner's residence (as determined by Sponsor in its sole discretion) to Las Vegas, NV (transportation provided only if winner lives more than 100 miles from Las Vegas, NV); Driving Course for GP winner and Guest; standard hotel accommodations for 2 nights (single room/double occupancy); and ground transportation to and from airport in Las Vegas; 1 Playstation 2 game console for GP winner; 1 Playstation 2 game for GP winner (to be determined by Sponsor at its sole discretion); 1 PlanetSide multi-player online subscription game (to be determined by Sponsor at its sole discretion) for GP winner for for 90 days; and 1 Bad Boys II prize pack for GP winner consisting of 1 Bad Boys II logo T-shirt, 1 Bad Boys II soundtrack on CD, and 1 Bad Boys II cap. Approximate Retail Value ("ARV") of the GP: $3,864.99. Actual ARV of GP will depend on point of departure and any airfare fluctuations. Derek Daly High Performance Driving Academy may require additional documentation (including, waivers and releases) prior to participation in Driving Course. GP winner must take trip within 1 year of notification of winning. Air transportation and hotel accommodations must be taken together. Airline to be selected by Sponsor in its sole discretion. Trip is also subject to air travel/hotel/Driving Course availability, and other restrictions/conditions. GP winner and Guest must travel together on same itinerary, exceptions at Sponsor's sole discretion. Guest must be 18 years of age or older and possess a valid driver's license. Once trip dates have been booked, no extension or substitution of trip dates is permitted, except at Sponsor's sole discretion. If GP winner is a resident of a jurisdiction that deems him/her to be a minor, he/she must be accompanied by his/her parent/legal guardian, and such person must pay his/her own expenses unless determined to be the Guest. If Guest is a resident of a jurisdiction that deems him/her to be a minor, he/she must be accompanied by his/her parent/legal guardian, and such person must arrange and pay for his/her travel and accommodations unless determined to be the GP winner. GP winner is solely responsible for all unspecified incidentals, including, but not limited to, any and all unspecified ground transportation (e.g. between hotel and location of Driving Course portion of the GP), meals, gratuities, phone calls, insurance (including those associated with participating in the Driving Course), taxes, and any other expenses not specifically mentioned as being included. 5 First Prizes: 1 Playstation 2 Game (to be determined by Sponsor at its sole discretion); 1 PlanetSide multi-player online subscription game (to be determined by Sponsor at its sole discretion) for GP winner for 90 days; 1 Bad Boys II prize pack consisting of 1 Bad Boys II logo T-shirt, 1 Bad Boys II soundtrack on CD, and 1 Bad Boys II cap. ARV of each First Prize is: $145. ARV of all prizes: $4,589.99. Approximately 20,000 entry forms will be distributed, but odds of winning a prize depends on the total number of eligible Entries received. Limit 1 prize per person/family/household. All winners are solely responsible for all costs, incidentals, and any other expenses not specifically mentioned as being included. No substitution, transfer or cash equivalent for any prize (or prize component), except that Sponsor, at its sole discretion, may substitute a prize (or prize component) of equal value for any reason. As applicable, prizes will be shipped to U.S. addresses only. Any depiction of prizes is for illustrative purposes only. All federal, state, or other taxes are sole responsibility of winners.

Drawing and Notification of Winners: Potential winners will be randomly selected from all eligible Entries received in a drawing held on or about 8/21/03 ("Drawing Date") by Sweepstakes Administrator, an independent judging organization. If a winner is a resident of a jurisdiction that deems him/her to be a minor, such winner's prize may be awarded in the name of his/her parent/legal guardian. Potential GP winner (or, if a resident of a jurisdiction that deems him/her to be a minor, his/her parent or legal guardian) will be notified by mail, phone, and/or email within approximately 2 weeks of the Drawing Date. First Prize winners will be notified by mail within approximately 6 weeks of the Drawing Date. If any potential winner cannot be reached after a reasonable effort has been exerted, he/she is found to be ineligible, he/she cannot or does not comply with these Official Rules, or if a prize or prize notification is returned as undeliverable, such potential winner will be disqualified and an alternate potential winner may be selected at Sponsor's sole discretion. General Conditions: This Sweepstakes is subject to these Official Rules and all federal, state and local laws and regulations (collectively "Rules and Laws"). Potential GP winner (or, his/her parent/legal guardian, if a resident of a jurisdiction that deems him/her to be a minor) will be required to execute, have notarized, and return an Affidavit of Eligibility, a Liability Release, a Publicity Release (where legal), and any other documentation that Sweepstakes Administrator and/or Sponsor may require (collectively "Affidavit/Releases"), within 5 days after receipt or such potential GP winner may be disqualified and alternate potential GP winner may be selected. By returning the completed Affidavit/Releases, GP winner attests to the authenticity of his/her Entry. Guest (his/her parent/legal guardian if he/she is a resident of a jurisdiction that deems him/her to be a minor) will be required to sign, execute, have notarized, and return a Liability Release, a Publicity Release and any other documentation that Sponsor requires within 5 days after receipt by potential GP winner. Once submitted, Entries become the sole property of Sponsor and will not be returned. Notwithstanding anything to the contrary in Sponsor's privacy policy located at www.sonypictures.com/spe/privacy_index.html, except where prohibited by law, entry and/or a winner's (or winner's parent/legal guardian, if a winner is minor) acceptance of a prize constitutes permission of such winner (or, if minor, his/her parent/legal guardian) for Sponsor to use, without notice or further compensation, worldwide, and in perpetuity, in any and all forms of media, now known and hereafter devised, including, without limitation, on the Web Site, such winner's first name, last initial, city and state. Additionally, by opting-in to a specific offer from a participating Sweepstakes Entity, your personal information will be subject to its privacy policy and terms of service and you agree to receive additional email communication from that company. Respective privacy policies of Sweepstakes Entities participating in opt-ins will be accessible from the Web Site. 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 the Sweepstakes or the Web Site or any Web site related to the Sweepstakes; to be acting in violation of the Official Rules; or to be acting in a non-sportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Any person attempting to defraud or in any way tamper with this Sweepstakes will be ineligible to win a prize and will be prosecuted to the full extent of the law. If, for any reason, the Sweepstakes is not capable of running as originally planned, Sponsor, at its sole discretion, reserves the right to cancel, suspend or modify the Sweepstakes or any portion(s) thereof and conduct the drawing from all eligible Entries received, if any, prior to and/or after (as appropriate) the action taken by Sponsor. In case of a dispute over the identity of an entrant who submitted a winning Online Entry, the owner of the email account associated with that Online Entry may be deemed the entrant. Said owner must comply with these Official Rules and, at Sponsor's sole discretion, may be required to provide proof of ownership of the email account. Disclaimers: Sweepstakes Entities are not responsible or liable for, and will deem ineligible, Entries that are entered by other than human means (such as by an automated computer program or any non-human mechanism, entity, or device), or for Entries that are illegible, late, destroyed, lost, misplaced, stolen, misdirected, tampered with, incomplete, deleted, damaged, incomplete, mechanically duplicated in-store entry forms, or otherwise not in compliance with these Official Rules and all such Entries will be disqualified. By entering the Sweepstakes, entrants agree and acknowledge to be bound by the Rules and Laws, as well as the decisions of Sweepstakes Administrator which are final and binding in all respects; to waive any rights to claim ambiguity with the Rules and Laws, and that Sweepstakes Entities shall have no responsibility or liability (including, but not limited to, liability for any property loss, damage, personal injury or death) in connection with: participation in this Sweepstakes (including referral email addresses provided by entrants and Sweepstakes information sent by entrants/Web Site to referrals); human error; incorrect or inaccurate transcription of Entry Information; acceptance/possession, use/misuse (including GP winner and Guest's participation in the Driving Course), and/or defects of any of the prizes awarded herein; In-store entry forms that contain printing, typographical or other errors; any technical malfunctions of the telephone network, computer online system, computer dating mechanism, computer equipment, software, or Internet service provider utilized by the Sweepstakes; interruption or inability to access the Sweepstakes, Web Site, or any online service via the Internet due to hardware or software compatibility problems; any damage to entrant's (or any third person's) computer and/or its contents related to or resulting from any part of this Sweepstakes; any lost/delayed data transmissions, omissions, interruptions, defects and/or any other errors or malfunctions, even if caused by the negligence of one of the Sweepstakes Entities. Entrants further agree to indemnify and hold harmless the Sweepstakes Entities from any and all liability resulting or arising from the Sweepstakes, to release all rights to bring any claim, action or proceeding against the Sweepstakes Entities, and hereby acknowledge that said Sweepstakes Entities have neither made nor are in any manner responsible or liable for any warranty, representation or guarantee, express or implied, in fact or in law, relative to a prize, including express warranties provided exclusively by a prize supplier that may be sent along with a prize. GP winner and his/her Guest expressly assume all risks associated with participating in the Derek Daly High Performance Driving Academy and understand and acknowledge that high performance car driving is a dangerous activity that could result in injury or even death. GP winner agrees, as a condition of receiving the Grand Prize that he/she and his/her Guest will execute all required liability releases in relation thereto.

Rules/Winners List: For a copy of these Official Rules or a list of winners, send a self-addressed, stamped envelope to: Bad Boys II "Bad Boys Finish First" Sweepstakes "Winners List"/"Rules" (specify which), P.O. Box 6375, Burbank, CA 91510. All requests must be received by 10/7/03. The Official Rules will also be accessible from the Web Site during the Sweepstakes Period. The Winners List may be accessible from the Web Site.

Sponsor: Sony Pictures Digital Inc., 3960 Ince Boulevard, Culver City, CA 90232.