NO PURCHASE NECESSARY TO ENTER OR WIN.

Eligibility: Open only to legal residents of AL, AR, CT, DC, DE, FL, GA, LA, MA, MD, ME, MS, NH, NC, NJ, NY, OH, PA, RI, SC, TN, VA, VT & WV who are 18 or older. Employees of ACOSTA ("Sponsor"), its parent, affiliates, & agencies, participating retailers, distributors, their immediate families & members of the same household of such employees not eligible. Void where prohibited by law & subject to federal, state & local laws.

To Enter: (1) From 6:00: AM Central Time (CT") on 9/3/02 to 11:59:00 PM CT on 11/1/02 ("promotion period") complete & submit the "What You Need to Succeed" Sweepstakes online entry form at www.funandfoods.com; or (2) Hand print your name, complete address, daytime phone number & age on a plain 3" x 5" paper & mail your entry to: What You Need to Succeed Sweepstakes, P.O. Box 13073, Bridgeport, CT 06673-3073. Each mailed entry must be mailed separately, be postmarked by 11/1/02 & received by 11/11/02. Limit 1 online entry per person/household or e-mail address per day for the duration of the promotion period. Online entries in excess of 1 per day from any household/person/email address will be void. Use of automated entry devices of any kind is prohibited. Sponsor & its agencies not responsible for interrupted or unavailable network, server or other connections, miscommunications, computer or software malfunctions or telephone transmission problems or technical failures, garbled transmissions, damage to a user's computer equipment or other errors or malfunctions of any kind or for entries that are late, lost, damaged, misdirected, incomplete, postage due, inaccurate or incomplete. Downloaded, mechanically or otherwise reproduced entries not accepted.

Prizes/Odds of Winning:
(1) Grand Prize consisting of the following: $25,000 (value at maturity) in U.S. Savings bonds (Current value $12,500) which winner may use toward school tuition; a 3-day/2-night trip for winner & 3 guests to Wash. DC including round trip air transportation from major U.S. airport closest to winner's home, 2 nights double occupancy hotel accommodations (2 rms.) (est. value $6,000); A Dell Inspiron 4100 package with CD/DVD players & Harmon Kardon speakers, which may be awarded as a gift certificate ($2,250); A gift certificate for a library of CD's & DVD's ($250) & a check for $500 which winner may use toward purchase of groceries. Total Grand Prize approximate retail value at time of award ("ARV,") $21,500, depending on location of winner's home;
(1) First Prize: A 3-day/2-night trip for 4 to Wash. DC, as described above ($6,000).
(1) Second Prize: $10,000 in U.S. Savings Bonds (current value $5,000).
(1) Third Prize: A Dell Inspiron 4100 package ($2,250) & gift certificate for a library of CD's & DVD's, ($250).

Total current ARV of all prizes: $35,000. Winners will be selected in a random drawing conducted by PST, an independent judging organization, on or about 11/15/02 from among all eligible entries received. Odds of winning depend on total number of eligible entries received. Winners will be notified by mail and/or telephone. Limit 1 prize per individual, household or email address.

Miscellaneous: By participating, entrants agree to be bound by the Official Rules & the decisions of the judges which shall be final & binding. Winners will be required to execute & return an affidavit of eligibility, a liability release, & where legal, a publicity release, within 10 days of issuance of notification. Grand Prize winner's traveling companion (who must be 18 or older unless a member of winner's immediate family) will be required to execute a liability release &, where legal, a publicity release within the same 10 days of issuance deadline. Non-compliance with the above or if a prize notification or prize is returned as undeliverable, will result in disqualification without further notice & prize will be awarded to an alternate winner. Trips subject to availability & confirmation of reservations & must be taken by 12/31/03. Travel restrictions & blackout periods may apply. Prizes not transferable & no substitutions allowed except by Sponsor, in its sole discretion, due to prize unavailability for any reason & then for a prize of equal value. In event of a dispute as to the identity of an online entrant based on submitted email address, entry will be deemed to be the individual named on entry. Any attempt by an entrant to undermine the legitimate operation of this sweepstakes is a violation of criminal and/or civil laws & Sponsor reserves right to disqualify entrant & seek damages & other remedies to the fullest extent permitted by law. Sponsor reserves the right, in its sole discretion, to void suspect entries or to cancel or suspend the online portion of this sweepstakes should virus, bugs, non-authorized human intervention or other causes beyond the control of Sponsor impair the, fairness or proper play of the sweepstakes and, in such event, select winners from all eligible, mail-in entries received & all eligible online entries received prior to event requiring such termination. By entering, entrants agree that Sponsor: 1) may use, if a winner, such winner's name, city & state, photograph and/or likeness for advertising or other purposes without further compensation or permission (unless prohibited by law) & 2) that Sponsor, its agencies & each of their respective officers, directors, employees, representatives & agents shall have no liability, & will be held harmless from & against any and all claims, actions, and/or liability, for any loss, injury or damage to entrant, including personal injury or death of entrant or any other person or damage to personal or real property arising from the acceptance, possession, use or misuse of any prize or any travel related thereto, or participation in this Sweepstakes. All expenses not specified herein & all taxes on prizes are the sole responsibility of the individual winners.

For a list of winners, send a S.A.S.E. by 1/15/03 to: What You Need to Succeed Winners List c/o Greater Media Marketing Group, 55 Morrissey Blvd., Boston, MA 02125, ATT: E. Cantor.

Sponsor: ACOSTA, Lake Williams Corporate Center, 130 Lizotte Dr., Marlborough, MA 01752.

Promoter: MatchPoint Marketing, 130 Lizotte Dr., Marlborough, MA 01752.

Administrator: Project Support Team, Inc., 100 Mill Plain Rd., Danbury, CT 06811