OFFICIAL RULES

The Wilhelmina HOT BODY Model Search 2010 presented by Shape and Men’s Fitness

Wilhelmina Models and American Media, Inc. (together, the “Sponsors”) are the sponsors of this model search (the “Contest”). Contest begins August 9, 2010 and ends November 17, 2010. Online entries must be received by 11:59 p.m. EST on November 17, 2010. Mail entries must be postmarked on or before November 17, 2010 and received by November 22, 2010. Open call entry materials must be received by time designated below. Entries and photos become property of the Sponsors and will not be returned.

1. ENTRY. There are three ways to enter the Contest:

(a) By Mail. Complete the official entry form, include a twenty dollar ($20) non-refundable processing fee (make checks payable to Wilhelmina Model Search), and one (1) current full-body color photo (no slides, transparencies or photocopies) depicting entrant’s appearance, personality, photogenic quality and vitality, at least 3”x4” but no larger than 8”x10”, labeled on the back with entrant’s name, address and phone number (“Entry Materials”). Mail Entry Materials to Wilhelmina Model Search, P.O. Box 9151, Garden City, NY 11530-9151.

(b) In Person. Bring the Entry Materials listed above to an open call event held at the following locations: The Olympia Booth #1001, Las Vegas, Nevada (September 25, 2010 from 10am-5pm PST); Wilhelmina Modeling Agency, New York, NY (October 16, 2010 10am-3pm); The Shore Club, Miami, FL (November 7, 2010 from 1pm – 5pm); Wilhelmina of Denver, Denver, CO (October 2, 2010 from 12 – 5pm); Wilhelmina Brown, Austin, TX (October 23, 2010 from 10am to 1pm); Wilhelmina/S2 Management, Columbus, OH (October 23, 2010 from 10am -3pm); Wilhelmina of PA, Harrisburg, PA (October 24, 2010 from 2pm to 4pm) and at any other locations designated and promoted by Sponsors.

(c) Online. Go to www.wilhelminamodelsearch.com, submit a completed online entry form, payment information and upload a current full-body color photo in JPG, GIF, or PNG format. The file size must be 3MB (3072 Kb) or smaller.

Entry forms may be photocopied. Entrants may submit multiple entries; however, a separate entry form, photo and payment are required.

2. ELIGIBILITY. Open to men and women who are legal residents of the 50 United States or the District of Columbia and are 18 years of age or older as of November 17, 2010. Void where prohibited. Employees of Sponsors and/or their respective agents, affiliates, or subsidiaries and any other organizations affiliated with the sponsorship, fulfillment, administration, prize support, advertisement or promotion of the Contest, and members of their immediate families or persons residing at the same address are not eligible. There are NO height or size restrictions. Models who have previously performed services for other agencies, but are not currently under contract, are eligible to enter. Models under contract with a competitive modeling agency or who have earned more than $25,000 in modeling fees in any one year during the last ten years are ineligible.

3. JUDGING. There will be three (3) rounds of judging:

(a) Semi-finalist Round. On or about November 30, 2010, a panel of qualified judges appointed by Sponsors will select sixty (60) semi-finalists (each a “Semi-finalist”) from among all eligible entries based equally on (i) appearance, (ii) personality, (iii) photogenic quality and (iv) vitality, as depicted by the photos in the Entry Materials. On or about December 6, 2010, Semi-finalists will be required to submit up to five (5) additional photos that meet entry guidelines, and a mandatory video that the Semi-finalist must upload to the specified hosting site, which will then also be viewable on each of the Semi-finalists’ profile pages on the Contest microsite (www.wilhelminamodelsearch.com) or send to Wilhelmina Models. These videos will be viewable by the public. The video should be between 2-3 minutes in length, and answer the question “Why should you be the next hot body?” Video submissions should NOT include any background music or include any offensive content or nudity. Video submissions will be considered in the judging at the Semi-finalist Round and failure to submit a video will automatically disqualify the entrant from the Semi-finalist Round. Semi-finalist photo and video submissions must be uploaded to wilhelminamodelsearch.com no later than December 6, 2010 at 11:59pm EST or sent via overnight mail to Wilhemina Models, 300 Park Avenue South, New York, NY 10010, to be received by December 6, 2010. Failure to upload the video as required and/or provide the additional images will disqualify the Semi-finalist, and no runners up will be selected at that point. Detailed instructions on how and where to upload videos will be provided to each Semi-finalist.. Semi-finalists are required to complete and submit an affidavit and publicity release along with submissions materials. All photos and videos will become property of Sponsors and will not be returned. Sponsors reserve the right to select less than sixty (60) Semi-finalists if, in their sole discretion, they do not receive a sufficient number of eligible and qualified entries.

(b) Finalist Round. On or about December 16, 2010, a panel of qualified judges appointed by Sponsors will select four (4) female and four (4) male Finalists based on the above criteria. Online audience voting will be incorporated into the Finalist Round to enable the public to vote for their favorite female and favorite male Semi-finalists. The audience voting will take place between December 14, 2010 and December 15, 2010 by 11:59 p.m. EST. The female Semi-finalist and male Semi-finalist receiving the most votes will move on to the Finals Event, for a total of five (5) female and five (5) male Finalists. The ten (10) Finalists will be notified by mail and telephone on or around December 17, 2010. Finalists will be required to travel to the Finals Event and depart on dates specified by the Sponsors. Failure to attend the Finals Event and/or travel on specified dates will result in disqualification and forfeiture of prizes, and participation in the Finals Event will be awarded to the next runner-up from among the Semi-finalist pool. The Finals Event will take place on or around February 16, 2011.

(c) Winners Round. During the Finals Event, a live judging (“Live Judging”) will occur (exact date to be determined by the Sponsors). Finalists will be judged by a panel of qualified judges appointed by Sponsors, based on the following criteria: (i) personality, including vitality, poise and friendliness (25%); (ii) photogenic appearance (50%); and (iii) interaction with judges, including communication skills (25%). Based on the scores calculated during the Live Judging, the judges will select one (1) female grand prize winner and one (1) male grand prize winner (each a “Grand Prize Winner”).

If a tie occurs in either the Semi-finalist Round or the Finalist Round, the entry having the highest score in the criterion of photogenic quality will be deemed the winner. If a tie occurs during the Winners Round, entries involved will be re-judged according to the criteria listed above by an additional judge who will serve as the tie breaker. Decisions of judges are final and binding in all respects.

4. FINALS EVENT. The Finals Event shall include the following activities, which must be attended by all Finalists: (a) an orientation dinner; (b) the Live Judging (specific time and place to be determined by Sponsors); (c) a spa and grooming experience (as described in the Prizes below); (d) one or more photo shoots; and (e) a party to honor the Finalists and announce the Grand Prize Winners.

5. PRIZES. Prizes will be awarded as follows:

(a) Finalists. Each of the ten (10) Finalists will receive a three (3) day/two (2) night trip to New York City to participate in the Finals Event (“Finals Event Trip”). The Finals Event Trip includes: (i) roundtrip coach air transportation between New York City and the major domestic airport nearest Finalist’s residence; (ii) ground transportation to and from the airport and all Finals Event activities; (iii) standard hotel accommodations; and (iv) three (3) meals per day (ARV $3,000). In addition, the Finalists will each receive Wilhelmina-branded merchandise (ARV $125), an AMI advertiser gift bag, which may include selected products in the travel, beauty, jewelry, housewares, fashion accessories and/or food categories (ARV $250), a Vitamin Shoppe gift card (ARV $100), a spa and grooming experience at a leading NYC salon (ARV $500), and a personal training session with a top Wilhemina fitness expert (ARV $300).

(b) Grand Prize Winners. In addition to the prizes listed above, each of the Grand Prize Winners will receive: (i) a five (5) year contract with Wilhelmina Models (ARV $10,000); (ii) a gift from The Vitamin Shoppe (ARV $500); (iii) a four (4) night stay for two people in Cabo San Lucas, Mexico at the Playa Grande Resort & Grand Spa (airfare not included) (ARV $1,500); (iv)and a Fitness prize pack (ARV $170.00 (v) an appearance in Shape Magazine (female Grand Prize Winner) and Men’s Fitness Magazine (male Grand Prize Winner). Each Grand Prize Winner must agree to standard contract terms, including Wilhelmina’s standard commission on gross income and entitlement to a customer-service charge, and may be required to travel, for which expenses may not be reimbursed. Grand Prize Winners must agree to appear in the editorial pages of Shape and Men’s Fitness magazines and may be featured in future AMI magazines or other promotional materials of Sponsors. Images of Grand Prize Winners may be used to promote future model searches, at the sole discretion of Sponsors.

(c) The Vitamin Shoppe Contestant of the Month. One (1) Vitamin Shoppe Contestant of the Month will be selected based on “Best Legs” for September 2010, “Best Abs” for October 2010 and “Best Arms” for November 2010. This person will be featured on www.wilhelminamodelsearch.com and on The Vitamin Shoppe’s website, www.vsconnect.com. Each winner will receive a gift card to The Vitamin Shoppe (ARV $50.00) and a complementary one (1) year subscription to Shape or Men’s Fitness magazine (ARV $59.88) XXX).

All federal, state and local taxes associated with the receipt or use of any prizes are the sole responsibility of the winner. Total ARV of each Finalist prize package: $4,275. Total ARV for each Grand Prize package (including contract): $16,275. All gift cards are subject to issuer restrictions. Sponsors reserve the right to substitute prizes (or portions thereof) of equal or greater value if prizes (or portions thereof) cannot be awarded as described. Sponsors will determine all elements of prizing in their sole discretion. Prizes may not be assigned, transferred, changed or redeemed for cash, except at the sole discretion of Sponsors. Prizes are awarded “as is” with no warranty or guarantee express or implied. Sponsors disclaim all and any liability for the actual provision, quality or nature of any third party product or service accepted by the winners. The awarding of any prize is contingent upon full compliance with these Official Rules. Entrants agree to be bound by Official Rules and agree that if any winner fails to provide proof of identity, refuses to provide required affidavit, is found to have violated the Official Rules or otherwise does not meet eligibility criteria, prizes will be forfeited and awarded to the next runner-up. Entrants understand that Sponsors are not liable for injuries, losses or damages of any kind arising from participation in this promotion and acceptance, possession and use of prize. Sponsors are not responsible for any typographical or other error in the printing of the offer, administration of the contest or in the announcement of the prize. Decisions of Sponsors are final and binding in all respects.

6. PRIVACY. By entering the Contest and providing the required entry information, each entrant acknowledges that Sponsors may contact the entrant regarding this Contest and may also send the entrant information, samples or special offers about AMI’s publications, Wilhelmina’s services, The Vitamin Shoppe, Trimwater, and Playa Grande Resorts or other complementary goods or services offered by Sponsors that Sponsors determine may be of interest to the Contest entrants. Information collected from online entrants is subject to Sponsors’ privacy policies at www.wilhelmina.com. IF YOU DO NOT WISH TO SHARE YOUR INFORMATION, PLEASE DO NOT ENTER THIS PROMOTION.

7. DISPUTE RESOLUTION. Except where prohibited, by participating Contest entrants agree that all issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of participants and Sponsors and their agents, shall be governed by and construed exclusively in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law of any jurisdiction. Entrant agrees that any action at law or in equity arising out of or relating to this Contest, or awarding of the prizes, shall be filed only in the state or federal courts located in the State of New York and entrant hereby consents and submits to the personal jurisdiction of such courts for the purposes of litigating any such action. Except where prohibited, by participating in this Contest entrant agrees that: (a) any and all disputes, claims, and causes of action arising out of or connected with this Contest, or awarding of the prizes, shall be resolved individually, without resort to any form of class action; (b) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with participating in this Contest but in no event attorneys' fees; and (c) under no circumstances will any participant be permitted to obtain awards for, and 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. Some jurisdictions do not allow the limitations or exclusion of liability for incidental or consequential damages, so the above may not apply to every entrant.

8. MISCELLANEOUS. Sponsors reserve the right, at their sole discretion, to reject, disqualify, modify, edit, revise, and remove any nude, obscene, defamatory, profane, offensive, lewd, or pornographic entries, subjects, entries, or videos and photos, or any entry or part thereof which Sponsors, in their sole discretion, determine to be inconsistent with their editorial standards, audience expectations, or reputational interests, or that Sponsors believe may violate any applicable law or regulation or the rights of a third party. By entering this contest, entrants consent to a background check and Sponsors reserve the right, at their sole discretion, to disqualify any entrant whose participation may, for any reason or perceived reason, subject the Contest, Sponsors, or Sponsors’ advertisers, clients or customers to negative publicity, controversy, scorn, or ridicule. Sponsors assume no responsibility for entries they are unable to process due to network, hardware or other technical failures or any other reason, or incomplete, damaged, misdirected, illegible, stolen or lost mail, on-site or online entries. Sponsors reserve the right, in their sole discretion, to disqualify any person tampering with the entry process, the operation of the web site or who is otherwise in violation of the Official Rules. Sponsors further reserve the right, in their sole discretion, to modify, terminate or suspend this Contest should any computer virus, bug, technical corruption, unauthorized human intervention or force majeure affect the administration, security or proper play of the Contest or Sponsors otherwise become incapable of running the Contest as planned. In the event of cancellation, Sponsors reserve the right to select winners from among all eligible entries received prior to date of cancellation. The use of automated entry systems or any other conduct that impedes the integrity of the Contest is prohibited. In the event of a dispute regarding online entry, entry will be deemed made by the holder of an established e-mail account associated with the entry.

9. GENERAL: Except where prohibited by law: (i) entry constitutes permission to use winners’ name, hometown, voice, likeness, photograph and any statements regarding this contest for editorial, public relations, promotional and advertising purposes on behalf of Sponsors without compensation; and (ii) Semi-finalists will be required to complete and return an Affidavit of Eligibility/Liability Release and Publicity Release within seven (7) days of notification or the entry with the next highest score may become an alternate Semi-finalist. If Semi-finalist, Finalist, or Grand Prize Winner notification is returned as undeliverable, the entry with the next highest score may become an alternate winner. By participating and winning a prize, winners release Sponsors, and their parents, affiliates, subsidiaries and agencies and their respective directors, officers, employees and agents from any and all liability with respect to the prize won and participation in the contest. This Contest is subject to all U.S. federal, state and local laws and regulations and is void where prohibited. Taxes on prizes are the sole responsibility of winners. The Semi-finalists will be posted on www.wilhelminamodelsearch.com on December 14, 2010. The Finalists will be posted on www.shape.com, www.mensfitness.com, and www.wilhelminamodelsearch.com after January 5, 2011, and the Grand Prize winners after February 1, 2011.