1. ELIGIBILITY: Contest is open and offered only to contestants who are male, and nominators (who may be of either gender) of contestants, who are legal residents of the United States (except residents of Florida) who are 18 years of age or older. Employees, officers and directors of Coty US LLC (the "Sponsor"), Byte Interactive, LLC, their parents, subsidiaries, affiliates, advertising and promotion agencies, web masters and web suppliers, and members of the immediate families and persons living in the same household of such employees, officers and directors are not eligible. Void in Florida and where prohibited.

2. TO ENTER: The Preferred Stock Cologne Challenge 2 has been established to identify the 2003 Preferred Stock Man and is played only online at the Preferred Stock website, www.preferredstock.com. Men may enter the contest themselves or be nominated by others. Online entry forms are available only at www.preferredstock.com from 12:01 AM Eastern Time ("ET") on October 10, 2002 through 11:59 PM ET on November 15, 2002. If you are nominating yourself, click on the "nominate yourself" link. If you are nominating someone else, click on the "nominate your man" link.

Once you access the official entry form, you will first choose one of the following challenge categories in which to compete: Creative Arts, Outdoor/Athlete, Professional, Craftsman, or Public Service/Military. An explanation of each category will be included on the entry form. Then provide all of the information requested and answer the questions, each in 25 words or less. Answers may not name or otherwise identify any other person or contain any material, which could be construed to be, in the sole judgment of Sponsor, libelous or scandalous. You must also submit one and only one digital image of the contestant by uploading the file from your computer. Photo must be of the contestant only (no one else may be in the photo) and must have been taken within the year immediately preceding submission. Photo may be in color or black and white, must be only in GIF (.gif) or JPEG (.jpg) format and may not exceed a file size larger than 200 KB. For instructions on uploading a photo, see online entry form. Entries must be received by Sponsor's server by 11:59 PM ET on November 15, 2002. Sponsor's server is the official clock of the contest.

Contestants who are nominated by other people will be notified of the nomination via email at the address the nominator provided for the contestant on the entry form. A contestant so nominated will have 96 hours from the time of the sending of the email to make any changes to the entry information and to opt out of the contest.

All contestants, regardless of how they were nominated, will be sent an affidavit of participation via email. The affidavit, indicating the contestant's agreement to participate in the Preferred Stock Cologne Challenge 2, must be signed and faxed back within 96 hours from the time of sending of the email. If a contestant does not reply to this email notice in a timely fashion, he will be disqualified.

Qualified entries (whether submitted directly by the contestant or by a nominator with the consent of the contestant) will be reviewed by the Sponsor and, if accepted, will be posted online for the Initial Voting phase. Once posted, an entry may not be changed, altered or modified, except to be deleted in its entirety (see details at www.preferredstock.com.) Limit one entry per contestant. If a contestant is nominated by more than one person, or after entering his own entry is nominated by another, the first entry received based on the date/time stamp (received and recorded by Sponsor's server) on the entry will be posted and subsequent entries disqualified.

By submitting an entry (answers to questions and photo), the contestant or nominator gives permission to post the entry materials on the World Wide Web in accordance with the requirements of this contest, and further warrants and represents that the entry does not violate any law, regulation or any right of any third-party, including but not limited to rights of copyright, publicity and privacy, and that this entry is his/her own original work, the content is true and verifiable, has not been accepted for previous publication and that he/she has followed the Official Rules of the contest. If the entry is made by a nominator, he/she warrants and represents that he/she has the express permission to submit the entry on behalf of the contestant. The Sponsor reserves the right in its sole discretion to decide if an entry is appropriate for posting and publication and may disqualify any entry at any time in the event it is determined that the contestant or nominator has not complied with these Official Rules.

3. PROGRAM DESCRIPTION AND VISITOR PARTICIPATION: Once an entry has been posted at www.preferredstock.com, because popular perception is important in determining acceptability, visitors to the site may vote for those contestants in each challenge category they believe best typify the sexy, smart and stylish profile of the Preferred Stock Man. Initial voting, which will be one a scale of 1 to 5 (5 being the highest score), begins at 12:01 AM ET on October 31, 2002 and ends at 11:59 PM ET on November 29, 2002. Limit one vote per contestant per visitor per day. A contestant's popular voting score for the initial phase will be the average of all the votes he receives. At the close of the initial voting phase, a panel of three judges from Coty will determine the five Finalists (one from each challenge category), based on the following criteria: results of the popular vote (25%) [criteria will consist of the number of votes a contestant receives, the average score of votes that contestant receives and the length of time that contestant was posted on the website], overall appearance (25%), answers to questions on the entry form (25%) and appeal (25%). The highest-scoring contestant in each challenge category will become a Finalist. In the event of a tie, tied entries will be re-judged on the answers to the entry form questions to determine the winner. Finalists will be contacted by phone, email and/or express mail on or about December 1, 2002, and will be required to answer four questions, which will be posted online during the Challenge. All contestants will receive the same questions to answer. Instructions regarding the parameters for answering the questions will be included with the materials. Failure to return answers within the time frame specified will result in disqualification and the next highest-scoring contestant will be notified as a Finalist. Each Finalist will be awarded a First Prize.

The Challenge phase will run for four weeks starting on or about December 9, 2002 and will consist of weekly competitions. Each week (beginning at 12:01 PM ET on Monday and ending at 11:59 PM ET the following Sunday), one of the questions and corresponding answers will be posted on the web site. Visitors to the site may then vote for the best and worst answers (based on which answers are most and least representative of the Preferred Stock man image stated above) given by the Finalists. At the end of each week, the Coty judging panel will determine which contestant in each group will be voted off the site, based on the following criteria: results of the popular vote (25%), originality (25%), sincerity (25%) and relevance to theme of sexy, smart and stylish Preferred Stock image (25%). In the event of a tie, tied entries will be re-judged on relevance to theme to determine the winner. Each week the Finalist with the lowest score will be eliminated, until one Finalist remains who will be named Preferred Stock Man of the Year and will win the Grand Prize.

4. PRIZES: (5) First Prizes - $2,000 cash to be awarded as a check. (1) Grand Prize - $10,000 cash to be awarded as a check. The Grand Prize winner will also be featured as the Preferred Stock Man on the winner's page at the website. If the Grand Prize winner was nominated by someone other than himself, the nominator will receive a prize of $1,000 cash to be awarded as a check. IF THE GRAND PRIZE WINNER WAS NOT NOMINATED, THE NOMINATOR PRIZE WILL NOT BE AWARDED. Winners will be notified by phone, email and/or postal mail at Sponsor's sole discretion.

5. GENERAL: All taxes on prizes and expenses relating to acceptance and use of prizes and not specified are the sole responsibility of winners. By participating, entrants (nominators and nominees/contestants) [a] agree to these rules and decisions of Sponsor, judges and online voters (when appropriate) which shall be final and binding in all respects and in all matters relating to this contest; [b] release, discharge, indemnify and agree to hold harmless Sponsor, Byte Interactive, their advertising and promotion agencies and all of their respective officers, directors, affiliates, subsidiaries, agencies, agents and representatives and their respective employees, officers and directors from any liability or responsibility whatsoever for any claims, costs, injuries, losses or damages of any kind (including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to, loss of or destruction of property, rights of publicity or privacy, defamation, or portrayal in a false light), arising out of or in connection with the contest or from their acceptance, possession, use or misuse of any prize, or participation in the contest or any contest related activity; [c] if a winner grant the Sponsor all rights of ownership, reproduction and use of entries for any purpose whatsoever without compensation or further permission, including but not limited to an irrevocable and perpetual, royalty-free, worldwide right, in all media (now known or later developed) to use, publish, alter or otherwise exploit entries without notice, review or approval; and [d] if a winner to the announcement/use of his name, contest entry, voice, image and/or likeness for trade, advertising, publicity and promotional purposes without compensation (unless prohibited by law) by Sponsor and those acting pursuant to Sponsor's direction, in all media now known or hereafter discovered, worldwide, including but not limited to the World Wide Web, without notice, review or approval and agrees to execute specific consent to such use if asked to do so. In no event will Sponsor, its affiliates or their respective officers, directors, employees, representatives and agents be responsible or liable for any damages or losses of any kind, whether direct, indirect, incidental, consequential, punitive or other damages. Finalists and the Grand Prize nominator, if any, will be required to complete an affidavit of eligibility, liability and (where legal) publicity release, which must be returned within time specified by Sponsor or an alternate Finalist winner will be selected. If documents are returned as non-deliverable, or if the winner is found to be ineligible or not in compliance with these Official Rules, winner will be disqualified and the next highest scoring contestant declared the winner. If a Finalist or the Grand Prize nominator is not of the age of majority in his/her state of residence, prize may be awarded in the name of or to parent or legal guardian (as solely determined by Sponsor) who must execute all documents and agree to all undertakings of winner set forth in these Official Rules. Sponsor, Byte Interactive, their officers, directors, parents, subsidiaries, affiliates, agencies, agents and representatives and their respective employees are not responsible and shall not be liable for: [a] telephone, electronic, hardware or software program, network, Internet or computer malfunctions, failures, or difficulties of any kind, including without limitation, server malfunction, technical errors or by any human error which may occur in the processing of entries, or the incorrect or inaccurate capture of entry or other information, or the failure to capture any such information.; [b] failed, incomplete, garbled, corrupted or delayed computer transmissions; [c] lost, late, misdirected, mutilated, incomplete, illegible entries or postage-due mail; or [d] any condition caused by events that may cause the promotion to be disrupted or corrupted. Sponsor reserves the right in its sole discretion to cancel or suspend the contest or any portion thereof should computer hardware or software malfunctions (such as but not limited to virus, bugs, worms, tampering, unauthorized intervention, fraud, technical failures,) or any other causes corrupt the administration, security or proper play of the contest and select the winner for the contest, from entries received prior to the action taken or in such other manner as deemed fair and appropriate by Sponsor.

6. ADDITIONAL CONDITIONS: Sponsor is not responsible for any incorrect or inaccurate information, whether caused by web site users, tampering, hacking or by any of the equipment or programming associated with or utilized in the contest and assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or technical error or unauthorized access 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 contest or web site; to be acting in violation of the Official Rules; to be acting in violation of the terms of the web site, or to be acting in a non-sportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Any attempt by any person to obtain more votes or entries than the maximum number permitted, using multiple/different email accounts or any other methods will void all of that person's votes and/or entries and that person or that person's votes will be disqualified. Any use of robotic, automatic, macro, programmed or like voting methods, will disqualify all votes using such methods. Entry information and entries become property of Sponsor. No correspondence about entries will be entered into nor will entries be acknowledged or returned. No prize transfer or cash redemption. NOT NEEDED UNLESS MERCHANDISE PRIZES ARE ADDED

IN NO EVENT WILL SPONSOR, BYTE INTERACTIVE, LLC, OR THEIR PARENTS, AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, THEIR ADVERTISING OR PROMOTION AGENCIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS, BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO AND USE OF INTERNET SITES www.preferredstock.com. OR THE DOWNLOADING FROM AND/OR PRINTING MATERIAL DOWNLOADED FROM SAID SITE. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THIS SITE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATIONS OR EXCLUSION OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.

7. ARBITRATION/CHOICE OF LAW: Except where prohibited, entrants (contestants and nominators) agree that (1): any and all disputes, claims, and causes of action arising out of or connected with this contest, or any prize awarded, or the determination of the winner shall be resolved individually, without resort to any form of class action, and exclusively by arbitration pursuant to the Rules of the American Arbitration Association, then effective, 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 Contest 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 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. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of entrant and/or Sponsor and/or Byte Interactive, in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard for conflicts of law doctrine, and all proceedings shall take place in the City of New York, County of New York.

8. WINNER LIST: For a list of winners, mail a self-addressed, stamped envelope to be received by December 31, 2002 to: Preferred Stock Cologne Challenge 2 Winners, PMI Station, PO Box 750, Southbury, CT 06488-0750.

Sponsor: Coty US LLC, One Park Avenue, New York, NY 10017 Administrator: Promotion Mechanics, Inc., 87 South Main Street, Newtown, CT 06470