NO PURCHASE NECESSARY TO ENTER OR WIN. MANY WILL ENTER. ONLY FIVE WILL WIN.

1. Eligibility: The Sonic and the Black Knight Sweepstakes (the “Promotion”) is open only to legal residents of the 50 United States and the District of Columbia, who are between 6 and 17 years of age and located in the U.S. at the time of entry. Employees, contractors, directors and officers of Boys’ Life Magazine (“Sponsor”), and their respective parents, subsidiaries and affiliated companies, distributors, licensees and the advertising, fulfillment, judging and promotion agencies involved in the development and administration of this Promotion (collectively, “Promotion Parties”), and their immediate family members (parent, child, sibling and spouse of each) and those living in the same households of each are not eligible. Void elsewhere and where prohibited by law.

2. Promotion Period: The Promotion begins at 12:01 a.m. Eastern Time (“ET”) on March 10, 2009 and ends at 11:59 p.m. ET on March 19, 2009 (the “Promotion Period”).

3. How to Enter: During the Promotion Period, count the number of times Sonic appears throughout Boyslife.org and mail your entry, along with your name, address and phone number to Sir Barry Brown, 271 Madison Avenue, Suite 401, New York, NY 10016.

4. Grand Prize Drawing: On or about 4/04/09, a random drawing will be conducted from among all eligible entries received during the entire Promotion Period.

5. Prizes, Approximate Retail Value (“ARV”) & Odds: Five (5) First-Place Prizes: A Nintendo Wii Prize Pack (ARV: $250). Total ARV of all prizes is $1,250. No substitution, cash redemption or transfer of prizes is permitted except at Sponsor’s sole discretion. If a prize, or any portion thereof, cannot be awarded for any reason, Sponsor reserves the right to substitute a prize of equal or greater value. All federal, state and local taxes, and all other costs associated with acceptance or use of the prizes, are the sole responsibility of the winner. Arrangements for delivery of prizes will be performed after winner validation. Odds of winning any prize depend on the number of entries received. Winners will be notified by telephone. Unclaimed prizes will not be awarded.

6. General Rules: All federal, state and local laws apply. Potential winners’ parent/legal guardian, as any winner is a minor may be required to sign and return an Affidavit of Eligibility and Release of Liability and a Publicity Release within ten (10) days of attempted delivery or prize will be forfeited. The return of any prize/prize notification as undeliverable or failure to return any documents in a timely manner may result in disqualification and an alternate winner may be chosen. By participating, participants agree to release, discharge and hold harmless Promotion Parties from and against any and all liability or damages associated with this Promotion or acceptance, use or misuse of any prize received in this Promotion. Promotion Parties are not responsible for any typographical or other error in the printing of the offer or administration of the Promotion. Acceptance of prize constitutes permission for the Sponsor and its agencies to use winners’ names and likenesses for purposes of advertising and publicity without further compensation, unless prohibited by law. By participating in this Promotion, participants agree to be bound by the Official Rules and decisions of the Sponsor, which shall be final in all matters relating to the Promotion. Promotion Parties are not responsible for lost, late, misdirected, stolen, illegible, inaccurate, damaged, incomplete, non-delivered or postage-due mail; or for printing, distribution or production errors or for technical, hardware, software, or telephone malfunctions of any kind, lost or unavailable network connections, or failed, incorrect, incomplete, inaccurate, garbled or delayed electronic communications caused by the user or by any of the equipment or programming associated with or utilized in this Promotion, or by any human, or other error, which may occur in this Promotion. If, in the Sponsor’s opinion, there is any suspected or actual evidence of tampering with any portion of the promotion, or if technical difficulties compromise the integrity of the promotion, the Sponsor reserves the right to disqualify suspect entries and/or modify or terminate the promotion in a manner deemed reasonable by the Sponsor, in its sole discretion. In the event of a dispute regarding the identity of the person submitting an entry, entries will be declared made by the person’s name submitted at time of entry. Sponsor reserves the right to disqualify any individual who tampers with the Promotion or Website or acts in a disruptive manner. This Promotion is offered only in the United States and is governed by the laws of the State of Texas. By entering, entrants irrevocably consent to the sole and exclusive jurisdiction of the courts of the State of Texas located in the county of Dallas for any action, suit or proceeding arising out of or relating to this Promotion.

7. Waiver: By participating in this Promotion, participant waives all rights to claim punitive, incidental and consequential damages, attorneys’ fees or any damages other than actual out-of-pocket costs incurred to participate.

8. Winners’ List: To receive a copy of the Winners’ List for this Promotion (available after 4/30/09), mail a self-addressed, stamped #10 envelope to be received by 4/30/09 to: Winner’s List, Sonic and the Black Knight Sweepstakes, 1325 W. Walnut Hill Lane, P.O. Box 152079, Irving, TX 75015-2079.

9. Sponsor: Boys’ Life Magazine, 1325 W. Walnut Hill Lane, P.O. Box 152079, Irving, TX 75015-2079