To Enter:

By mail, complete Official Entry Form (legibly print or type), include current photo and $20 nonrefundable processing fee payable in U.S. funds only. If $20 fee is via check/money order, make payable to: MODELS.com/WILHELMINA MODEL SEARCH. If payment is via MasterCard, Visa or American Express, complete appropriate section on form. Send completed entry, payment and required materials to MODELS.com/Wilhelmina Model Search, PO BOX 9250, CENTRAL ISLIP, NY 11722

By Internet: go to www.wilhelmina.com/models/ , www.models.com and www.ellegirl.com/wilhelmina and complete Online Entry form. Complete and submit requested information, including credit card information and current photo. Online entries of applicant under 18 years old must be completed and submitted with permission by a parent or legal guardian.

In person: attend an open call and submit your photo, entry form and processing fee during events at ELLEgirl booth at Simon DTour Live and an open call at the NYC Wilhelmina Office (see www.wilhelmina.com and/or www.models.com for locations and details). Applicants under 18 years old must be accompanied by a parent/legal guardian to enter or application must have a signature of a parent/legal guardian. Entries will not be accepted via any other method.

With each entry (mail, online or in person), submit only one color or b&w photo which depicts entrant’s appearance, personality, photogenic quality and vitality. Photos may be snapshot or Polaroid, no smaller than 3" x 4" and no larger than 8" x 10". No slides, transparencies or photocopies permitted. Legibly print entrant’s name on back of photo. Entry forms may be photocopied. Entrants may enter as often as they like; however, a separate entry form, photo and payment is required. Entrants will receive an Official Entry Certificate and an additional copy of Official Rules upon entering. Entries and photos become property of Wilhelmina Models and will not be returned. Deadline: Model Search begins 8/5/05. Mail entries must be postmarked by 11/7/05 and received by 11/18/05. E-mail entries must be received by 11:59 P.M. ET, 11/7/05. In-person entries must be received by 4:00 P.M. at the place and location specified above. Eligibility: Model Search open to female legal U.S. residents 13-25 years old as of 11/7/05 (except residents of CT, CO, VT, MD, ND, and PR) and any entrant under 18 years old must have permission of legal guardian. There are NO height or size restrictions. Employees of Wilhelmina, Inc., Wilhelmina Artist Management LLC, MODELS.com, their parents, divisions, affiliates, subsidiaries and agents, and immediate families and household members of each are not eligible. Models under contract with a modeling agency are not eligible to enter if participation or winning would conflict with terms of such contract, as determined by Wilhelmina. Models who have performed services for other agencies are still eligible to enter. Models who have made more than $25,000 in modeling fees in any one year are ineligible. Void in CT, CO, VT, ND, MD, PR and where prohibited by law. Taxes on prizes are winners’ sole responsibility. Judges’ decisions are final. Incomplete, inaccurate, damaged, altered, illegible and/or postagedue entries will be disqualified. Releasees (as defined below) assume no responsibility for entries not processed due to network, hardware or technical failures. Sponsors reserve the right, in their sole discretion, to cancel or modify contest if it becomes corrupted technically or due to non-authorized human intervention. If cancelled, Sponsors reserve right to award prizes to eligible, non-suspect entries received prior to action requiring cancellation. Automated entry devices or other conduct which impedes integrity of contest is prohibited. In event of dispute, entry will be deemed made by authorized holder of e-mail address associated with entry.

Model Finalists: Ten Model Finalists and five Alternate Finalists will be selected by 1/16/06, by agents of Wilhelmina Models and MODELS.com, based on their appearance (33.3%), photogenic quality (33.3%) and vitality (33.3%) from their submitted photo entry. All ten Model Finalists will be notified by mail and telephone. Model Finalists will be required to travel to Finals and depart on date specified by Wilhelmina. Failure to attend Finals, have legal guardian signed permission if under 18 years old and/or travel on those dates will result in disqualification and forfeiture of prizes, and participation in the Finals will be awarded to the next runner-up. Finalists and/or legal guardians of finalists under 18 years old must sign, notarize and return a publicity release (unless prohibited) and an affidavit of liability release prior to issuance of travel documents. All ten Model Finalists will win a 3- day/2-night trip to New York City to participate in a hair and beauty session, photo shoot, formal Judging Event and Finals Party. Finals: A live Judging Event will take place during Finals in February 2006. Model Finalists will be judged based on the following criteria: Personality (including Vitality, Poise and Friendliness, 25%); Photogenic Appearance (50%) and Interaction with Judges (including Communication Skills, 25%). The three Model Finalists with highest scores will become Model Contract Winners subject to compliance with these Official Rules. Qualified Judges will include magazine editors, agents and beauty experts. In event of tie, entries involved will be re-judged according to the criteria listed above by an additional judge who will serve as tiebreaker. Model Contract Prizes: First Grand Prize: $15,000 Wilhelmina modeling contract. Second Grand Prize: $10,000 Wilhelmina modeling contract. Third Grand Prize: $5,000 Wilhelmina modeling contract. Modeling contracts are five-year contracts with Wilhelmina Models over which period the contract value will be paid. Model Winners and/or legal guardians must agree to standard terms of model contracts, 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. Winners and/or legal guardians of winners must agree to appear in page(s) of ELLEgirl magazine -May 2006 issue and be featured in cover story and pages of www.models.com. Finalist and Additional Prizes: The ten Finalists will also receive Wilhelmina Merchandise which may include a tote bag, cosmetic case and mirror (ARV: $100 each). Trip includes round-trip, coach air transportation between New York City and major U.S. airport nearest Finalist’s home, ground transportation, hotel (standard) and three (3) meals provided per day (ARV: $3,000 each). Travelers must execute Release of Liability and Publicity (unless prohibited by law). Ten Finalists will receive cosmetic packages from E.L.F. <www.eyeslipsface.com> (ARV: $40 each). The seven Finalists not selected as contract prize winners also receive a Gift Card from Aeropostale (ARV: $50 each). The three Grand Prize Winners also receive from KODAKmobile services- a Motorola V710 phone (ARV: $300 each) and Gift Cards from Aeropostale (ARV: $250 First Grand Prize; ARV: $100 Second Grand Prize and ARV: $75 Third Grand Prize. Winner responsible for taxes and any expenses not listed as being included. Total ARV of each Finalist prize: $3190. Total ARV First Grand Prize with contract: $18,690. Total ARV for Second Grand Prize with contract: $13,540. Total ARV for Third Grand Prize with contract: $8,515. Total estimated value of all prizes including contracts is $63,075. Details of all prizes are at Sponsor’s sole discretion. No substitution of prizes is permitted, except by Sponsors. Miscellaneous: Entrants grant Wilhelmina Models, MODELS.com, Hachette Filipacchi Media U.S., Inc, Publisher of ELLEgirl Magazine, and their successors, licensees, assigns and agents, right to use entrant’s name, hometown, voice, photograph and likeness without additional compensation in advertising, promoting and otherwise exploiting future Model Searches conducted by Wilhelmina Artist Management LLC or more, and in promotion/advertising of MODELS.com, Wilhelmina Models and ELLEgirl Magazine, except where prohibited by law. All Finalists and/or legal guardian if under 18 years old must execute and return Affidavit of Eligibility/Liability and Publicity Release within 7 days of issuance thereof. Failure to properly and/or timely execute and return such forms and/or failure to comply with any portion of the Official Rules will result in disqualification and the prize being awarded to the next runner-up. Prizes are nontransferable. Only potential Finalists/Winners will be notified. By entering the contest and/or accepting any prize in connection herewith, entrant agrees to release and hold harmless Wilhelmina Artist Management LLC, MODELS.com, Hachette Filipacchi Media U.S., Inc, Publisher of ELLEgirl Magazine and participating co-sponsors and prize suppliers, their respective parents, subsidiaries, affiliates, divisions, advertising and promotional agencies, and each of their respective directors, officers, employees and agents (collectively, "Releasees") from and against any and all claims, actions, and liability for any injury, losses, damages, disputes and/or disability resulting from participation in this contest and/or acceptance of any prize (including, without limitation, any travel or activity related thereto). Releasees not responsible for illegible, lost, late, misdirected, mutilated or stolen entries or entry materials. By entering contest, entrants agree to receive promotional mailings from participating Sponsors unless otherwise indicated on entry form. Winners’ List: For Finalists/ Winners list, send self-addressed, stamped #10 envelope after 2/01/06 to: MODELS.com/Wilhelmina Model Search, FINALISTS/WINNERS LIST, 300 Park Ave. South, New York, NY 10010, or go to www.models.com or www.wilhelmina.com. Requests received after 5/01/06 will not be honored. Sponsors: Sponsors are Wilhelmina Artist Management LLC, 300 Park Avenue South, New York, NY 10010 and MODELS.com, 1133 Broadway, Suite 821, New York, NY 10010.