LOOKBOOK.nu/FOREVER 21 21MEN'S BEST SPRING LOOK CONTEST

OFFICIAL RULES

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER THE LOOKBOOK / FOREVER 21 BACK TO SCHOOL CONTEST (THE "CONTEST") OR WIN A PRIZE. A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED BY LAW.

1) ENTRY PERIOD: The Contest begins on or about 12:00:01 a.m. Pacific Time ("PT") on April 9, 2010 and ends at 11:59 p.m. on May 9, 2010. ("Entry Period"). All entries must be received no later than 11:59 p.m. PT on May 9, 2010. Lookbook's computer is the official time-keeping device for the Contest.

2) ELIGIBILITY: The Contest is open only to persons who on the date of entry are legal residents of one (1) of the fifty (50) United States or the District of Columbia, at least 13 (thirteen) years of age, and who have a personal profile ("Profile") on www.lookbook.nu ("Lookbook"). If you are under eighteen (18) or under the age of majority in your state of residence you must obtain consent from your parent/guardian to enter the Contest. By entering into the Contest you represent and confirm you received this consent. Further, if you are under eighteen (18) or under the age of majority in your state of residence at the time the winners are announced, you must have a parent/legal guardian accept the prize on your behalf. Employees, officers, directors and their immediate family members of Forever 21, Inc., Forever 21 Retail, Inc., Forever 21 Logistics, LLC (collectively, "Forever 21") and LOOKBOOK.nu, LB ("Lookbook"), and each of their respective parent company(ies), subsidiaries, affiliates, agents, licensees, directors, officers and employees, suppliers, advertising and promotion agencies, legal and financial advisors, and any and all other companies associated with this Contest are ineligible to enter. For purposes of this Contest, "immediate family members" means parents, spouses, children, siblings, in-laws, grandparents as well as each of their spouses and household members, whether related or not. To create a personal profile on Lookbook, you must create a personal profile at http://lookbook.nu/register. There is no fee or charge to create a Profile.

3) HOW TO ENTER & PHOTO GUIDELINES: To enter, please log onto www.lookbook.nu ("Website"). If you do not already have a Lookbook.com personal profile ("Profile"), you must create one to enter. To obtain a Lookbook username, you must follow the instructions on the Website, including agreeing to the Lookbook Terms of Use. Once your Profile is set up and you are logged into the Website, you must upload a picture of yourself in your most fashionable spring look outfit, which must include one Forever 21 21MEN item. The photo should be a full-color body shot, 5 inches by 7 inches. All submitted photos must be either your own work or submitted with the consent of the photographer/creator and consent of your parent or legal guardian if entrant is a minor. Photos must not have won a prize in any other similar Contest. It is your responsibility to ensure that your submitted photo does not infringe the intellectual property rights or other rights of any third party or any laws. Further, your photo must not be obscene or otherwise inappropriate. No background artwork should appear in the photo unless it is an original work of the entrant. Only entrants can appear in the photo. Your photo must not contain brand names or trademarks (other than Forever 21). Photos must be at least 600 pixels high by 400 wide, and must be in JPEG, GIF or PNG format. The photo must also comply with Lookbook's Terms of Use, located at http://lookbook.nu/legal. There is no limit to the number of entries that may be submitted. Late or corrupt entries will not be accepted. Entries may not be submitted through agencies or third parties. In the event of a dispute in connection with the identity of the individual who submitted an entry, the entry will be deemed as submitted by the authorized account holder of the Profile. The authorized account holder is deemed to be the natural person assigned to a Lookbook profile. Entries must meet these photo guidelines or they may be disqualified, at Lookbook's sole option. Photos will not be returned. By taking part in the Contest, each entrant (or your parent/legal guardian if you are a minor in your jurisdiction of primary residence) unconditionally agrees and accepts to be bound by these Official Rules and the decisions of Lookbook and Forever 21, which will be final and binding in all respects.

4) INTELLECTUAL PROPERTY: Entrants, upon submission of their entry to the Contest, hereby irrevocably grant to Lookbook and Forever 21, and each of their licensees, successors and assigns, the non-exclusive, perpetual, royalty-free, no-cost license and right to use and otherwise exploit the entry submitted as part of the Contest, and all images, text and materials depicted therein, in whole or in part, in any manner or medium now or hereafter known or devised (including, without limitation, CDs, streaming media, film, television, videocassettes, print, interactive devices, mobile media, Internet and on-line systems), throughout the universe and in any and all languages, including, without limitation, the right to display, reproduce, record, perform, exhibit, distribute, copy, edit, change, modify, add to, subtract from, re-title and adapt the same, to combine it with other material and otherwise use and exploit it. Lookbook and Forever 21, and each of their successors, assigns and licensees, will have the right to make unlimited derivative works therefrom, to assign or transfer any or all such rights and to grant unlimited, multiple-level sublicenses. Without limiting the forgoing, Lookbook will have the right to use the entries submitted as part of the Contest, and all images depicted therein (if any), in any merchandising, advertising, marketing, promotion or for any other commercial or non-commercial purpose. Entrants hereby forever waive and relinquish all so-called "moral rights (droit moral)" now or hereafter recognized in connection with entries submitted as part of the Contest. Entrants agree that Lookbook shall have the sole discretion in determining the extent and manner of use of entries and are not obligated to use any entry. Entrants agree not to issue any publicity concerning Lookbook or Forever 21. Entrants agree that Lookbook, Forever 21 nor their agents shall be responsible for returning or preservation of the entries submitted. All entries that are posted on the Website are available to be viewed by anyone with access to the Internet.

5) PRIZES AND ODDS: Forever 21 will select three (3) winners based on the judging criteria described below to receive the first, second and third place prizes. First place will receive a $300 Forever 21 gift card; second place will receive a $200 Forever 21 gift card; third place will receive a $100 Forever 21 gift card. The gift card is subject to any terms and conditions provided by Forever 21 and provided on the gift card. Total approximate retail value of all prizes is $600. The odds of winning a prize depend upon the number of eligible entries submitted. Lookbook and Forever 21 reserve the right to substitute any prize for one of equal or greater value if the prize should become unavailable for any reason. To claim a prize, you may be required to provide your correct full-name, mailing address, telephone number and/or e-mail address. Neither Lookbook nor Forever 21 will replace any lost or stolen prizes.

6) PRIZE CONDITIONS: ALL FEDERAL, STATE AND LOCAL TAXES ASSOCIATED WITH THE RECEIPT OR USE OF THE PRIZES, AND ANY OTHER FEES OR COSTS ASSOCIATED WITH THE PRIZE, ARE THE SOLE RESPONSIBILITY OF THE WINNER. Prizes are non-transferable, non-refundable and non-negotiable, and cannot be redeemed for cash unless required by law. The total value of the prizes will not exceed $600 total. The winners may be required to provide Forever 21 and/or Lookbook with a valid social security number before their prize will be awarded for tax reporting purposes. An IRS Form 1099 may be issued in the name of winners, or if a minor in the jurisdiction in which s/he resides, in the name of his/her parent or legal guardian, for the actual value of the prize received. Unclaimed prizes will be forfeited. Each potential winner of the Contest may (in Forever 21's sole discretion) be required to execute an affidavit of eligibility/release of liability/prize acceptance agreement (the "Prize Acceptance Release") and return the Prize Acceptance Release before being eligible to receive his or her prize. If any potential prize winner fails or refuses to sign and return such Prize Acceptance Release within forty-eight (48) hours of the first (1st) notification attempt or if the prize or prize notification is returned as rejected, faulty, unclaimed or returned as undeliverable to such potential Prize Winner, such potential prize winner (in Forever 21's sole discretion) may be disqualified and an alternate may (in Forever 21's sole discretion) be selected. Parents or legal guardians of any prize winner under the age of majority in their state of residence (which is eighteen (18) in most states but is nineteen (19) in Alabama and Nebraska and twenty-one (21) in Mississippi) may be required to also sign the Prize Acceptance Release in order for the prize winner to be qualified to receive their prize. If any potential prize winner is found to be ineligible, or if he or she has not complied with these Official Rules, he or she may be disqualified in Lookbook's or Forever 21's sole discretion, and an alternate potential prize winner may then, in Lookbook's or Forever 21's sole discretion, be selected by the Judges from the criteria set forth below. The Prize Acceptance Release is subject to verification by Forever 21. Lookbook and Forever 21 are not responsible for and shall not be liable for late, lost, damaged, intercepted misdirected, or unsuccessful efforts to notify the potential winners, or if potential winner is a minor, for late, lost, misdirected, or unsuccessful efforts of potential winner to provide signed parental or guardian consent. When a potential winner is contacted, he/she will have a stated period of time within which to respond to the notification, or he/she will be disqualified and his/her prize forfeited, and an alternate potential winner may be selected. If a potential winner changes his/her e-mail address or other contact information after he/she registers, it is his/her sole responsibility to update his/her registration information notifying the Lookbook. Failure to update such registration information may affect a potential winner's ability to receive a prize.

7) SELECTION OF WINNERS & JUDGING CRITERIA: Throughout the Entry Period, from April 9, 2010 to May 9, 2010 (the "Voting Period"), Lookbook members will have the opportunity to vote on their favorite photos based on the criteria and using the percentages set forth below. Additionally, during the Voting Period, a panel of judges consisting of Forever 21 representatives ("Judges") will select the three (3) winners from among all eligible photos based on the following judging criteria ("Judging Criteria"), and the weight each criterion will receive:

Spring Style (50%) Incorporation of 21 MEN merchandise (50%) (Please identify which items are Forever 21's in the available text box)

The Judges' decision is final and no correspondence will be entered into relating to the Contest's result. Judging will take place immediately at the conclusion of the Entry Period, for a period of between 24 and 48 hours.

Winners will be notified via phone and e-mail no later than May 14, 2009 and must respond within forty-eight (48) hours of being contacted. Failure of a winner to claim his or her prize when notified within forty-eight (48) hours of notification or failure to comply with any term or condition of these "Official Rules", will result in disqualification, the forfeiture of his or her prize, and the award of the Prize to the next best photo submission as determined by the Judges. Lookbook, Forever 21 and Judges will have complete discretion over interpretation of the Official Rules, of administration of the Contest, and of selection of the winners. Decisions of Lookbook, Forever 21 and the Judges as to the administration of the Contest, interpretation of the Official Rules, and the selection of the winners will be final.

8) TERMS AND CONDITIONS: By participating, an entrant agrees to a) abide by the Official Rules and the decisions of Lookbook and Forever 21, which shall be final in all respects; b) release, discharge and hold harmless Lookbook, Forever 21 and their respective parent company(ies), subsidiaries, affiliates, agents, licensees, directors, officers and employees, suppliers, advertising and promotion agencies, legal and financial advisors (collectively "Releasees"), from all liability, claims or damages including injury or death, arising out of their participation in the Contest and the acceptance, use or misuse of a prize. Subject to applicable law, by accepting a prize, winners irrevocably grant Lookbook, Forever 21 and their designees the right and permission to use of their name, voice, likeness, and/or biographical information for advertising, promotion and publicity purposes without further compensation, and upon request will provide consent in writing to such use. This may include, but not be exclusive to photographs and interviews. Releasees are not responsible for and shall have no liability for printing or typographical errors in any Contest-related material; or for any stolen, late, lost, illegible, incomplete or misdirected entries; or for entries that are lost due to computer or electronic malfunction; or for any technical or human error which may occur in the processing of submissions, which may limit a participant's ability to participate in the promotion. If for any reason Contest cannot be conducted as planned by reason of causes beyond the control of Lookbook or Forever 21, which, in the sole opinion of Lookbook or Forever 21, corrupt or affect the administration, security, fairness, integrity or proper conduct of Contest, Lookbook and Forever 21 reserve the right in their sole discretion to cancel, terminate, modify or suspend Contest, and/or may conduct Contest and select winners from among all entries received prior to the action taken. Further, Lookbook and Forever 21 each reserve the right to cancel or suspend this Contest, and cancel or refuse any entry or any individual winning the Contest. In the event Lookbook or Forever 21 are prevented from continuing with the Contest by any event beyond its control, including, but not limited to, fire, flood, epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, communications or equipment failure, utility or service interruptions, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared), interference with the Contest by any party, or any federal state or local government law, order, or regulation, order of any court or jurisdiction, or other cause not reasonably within Lookbook's or Forever 21's control (each a "Force Majeure" event or occurrence) Lookbook or Forever 21 shall have the right to modify, suspend or terminate the Contest. Forever 21 reserves the right to amend these Official Rules at its sole discretion at any time and will use reasonable endeavors to notify material changes to entrants and potential entrants. In the event the Contest is terminated prior to the stated end date, Lookbook and Forever 21 reserve the right but have no obligation to award the prizes. Any and all disputes, claims and causes of action arising out of, or connected with Contest, or any prizes awarded, shall be resolved individually through arbitration, without resort to any form of class action or litigation in court. Any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering Contest, but in no event attorney's fees. The Contest and these Official Rules shall be construed and governed in accordance with the laws of the State of California. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules or the rights and obligations of entrants, Lookbook, Forever 21, or the Released Parties in connection with the Contest will be governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state's laws. Lookbook and Forever 21 are not responsible for the actions of entrants in connection with the Contest, including entrants' attempts to circumvent the Official Rules or otherwise interfere with the administration, security, fairness, integrity or proper conduct of the Contest. Persons found tampering with or abusing any aspect of this Contest, or whom Lookbook or Forever 21 believes to be causing malfunction, error, disruption or damage may be disqualified. Additionally, any attempt to cheat the Contest, as determined at the sole discretion of Lookbook and Forever 21, may result in immediate disqualification of the entrant, as well as other possible consequences, including disqualification from any and all existing and future contests. CAUTION: Any attempt by an entrant to undermine the legitimate operation of Contest may be in violation of criminal and civil laws and should such an attempt be made, Lookbook and Forever 21 reserve the right to seek remedies and damages (including attorney's fees) from any such entrant to the fullest extent of the law, including criminal prosecution. Lookbook and Forever 21 reserve the right, at their sole and absolute discretion, to disqualify any individual who is found to be, or suspected of, acting in violation of these Official Rules, or to be acting in an unsportsmanlike, obscene, immoral or disruptive manner, or with the intent to annoy, abuse, threaten or harass any other person.

9) SPONSOR: Forever 21, Inc. 2001 S. Alameda St., Los Angeles, CA 90058

10) WHO WON? For the names of all winners, please mail a self-addressed, pre-stamped envelope to: Forever 21, Inc., Attn: List of Winners/Lookbook 21Men Best Spring Look Contest, 2001 South Alameda Street, Los Angeles, CA 90058. Requests must be received by November 10, 2010.