To Enter: Complete Official Entry Form (legibly print or type), include up to two color or black and white photo(s) (as specified below) and a $20 nonrefundable processing fee payable in U.S. funds only. If $20 fee is via check/money order, make payable to: WILHELMINA FITNESS MODEL SEARCH. If payment is via VISA, MasterCard or American Express, complete the appropriate section on the entry form. With entry form, entrant must submit one - two (1-2) color or black and white photo(s) clearly depicting entrant's appearance, full body and photogenic quality. Photos may be any snapshot or Polaroid, no smaller than 3"x4" and no larger than 8"x10". No slides, transparencies or photocopies are permitted. Legibly print entrant's name on back of photo(s). Entry forms can be found on fitnessmagazine.com or Wilhelmina.com and printed out, as well as, at all Crunch Fitness locations (while supplies last). One entry per person. Entrant may also submit an optional essay of no more than 100 words describing why entrant embodies the "Face of Fitness" editorial philosophy of balancing "Mind, Body & Spirit". Optional essay is not required and will not be used as a judging criterion. Following submission of an entry form, entrants will be mailed an Official Entry Certificate and an additional copy of the Official Rules upon entering the Model Search. Entries, photos, and any essays that are submitted become property of Sponsors and will not be returned. Entry Certificates will be mailed 2-4 weeks after original entry is received and qualified.

To Submit: Mail the completed entry form, payment and photograph to: WILHELMINA FITNESS MODEL SEARCH, P.O. Box 9233, Central Islip, NY 11722-9233. Contest Deadline: Contest begins on October 1, 2002. All entries must be postmarked no later than January 15, 2003, and received no later than January 31, 2003. Eligibility: The Model Search is open to female legal U.S. residents (except residents of CT, CO, FL, IL, VT, MD, ND, and Puerto Rico) ages 18 and older. Entrants must be at least eighteen years old by their date of entry. There are no height or size restrictions. Employees of Wilhelmina International LTD, Wilhelmina Artist Management LLC, Gruner +Jahr USA Publishing (the "Sponsors"), their parents, divisions, affiliates, subsidiaries and agents, including immediate families and household members of each are not eligible to participate. Models who are under contract with a modeling agency are not eligible to enter if participation or winning would conflict with terms of such a contract. Models who have performed services for other agencies are still eligible to enter. Models who have made more than Fifty Thousand Dollars ($50,000) in modeling fees in any one year are considered ineligible for this contest. Void in, CT, CO, FL, IL, VT, MD, ND and Puerto Rico and where prohibited by law. All U.S. federal, state and local laws and regulations apply. Judges' decisions are final. Incomplete, inaccurate, damaged, illegible and/or postage due entries will be disqualified.

Selection of Model Finalists: On or about February 23, 2003, ten (10) Model Finalists and five (5) Alternate Finalists will be selected by agents of Wilhelmina Models, editors of FITNESS Magazine and a select judging panel (to be determined in Sponsors' sole discretion) based on: appearance, photogenic quality and vitality of entrant's submitted photo. The Model Finalists and Alternate Finalists will be notified by mail and telephone on or about February 23, 2003. The Model Finalists will be required to travel to the Finals in New York City, as described below, and will depart on the date to be specified by Wilhelmina. Failure to attend Finals and/or travel on those dates will result in disqualification and forfeiture of all prizes, and participation in the Finals will be awarded to the next runner-up. 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 Finalist Party. The ten Model Finalists may be featured in the July 2003 issue of Fitness magazine. Details of in-book exposure are to be determined, and based on the discretion and direction of Sponsors. Model Finalist Prizes: The ten Model Finalists will each receive the following: (1) a Wilhelmina Model Merchandise package (ARV: $200 each); (2) a FITNESS Magazine gift package (ARV: $200 each), (3) as described above, a 3 day/2 night trip to New York City for the Judging Event, including round-trip coach air transportation between New York City and a major U.S. airport nearest to Model Finalist's home, hotel accommodations and some meals (ARV: $3,000 each). Certain travel restrictions may apply.

New York City Finals: A live judging event will take place during the Finals in March 2003, on a date to be selected by Sponsors. The ten Model Finalists will be judged based on the following criteria: Personality (including Vitality, Poise and Friendliness), and Photogenic Appearance and Interaction with Judges (including Communication Skills). The Three Model Finalists with the highest scores will become the Model Contract Winners, subject to compliance with these Official Rules. The judging panel will include magazine editors, photographers, agents and beauty and fitness experts. In the event of a tie at any level, the entries involved will be re-judged according to the criteria listed above by an additional judge who will serve as a tiebreaker.

Grand Prizes: Each Model Contract winner shall receive one modeling contract as follows: First Grand Prize: Wilhelmina modeling contract valued at $15,000. Second Grand Prize: Wilhelmina modeling contract valued at $10,000. Third Grand Prize: Wilhelmina modeling contract valued at $5,000. Each modeling contract prize is a five-year contract with Wilhelmina Models over which period the contract value will be paid. Each Model Contract Winner must agree to the standard terms and conditions of model contracts, including Wilhelmina's standard commission on gross income and entitlement to a customer service charge, and may be required to travel, which travel expenses may not be reimbursed. The Model Contract winners will also stay one additional night in New York and will be photographed to possibly appear in an additional Model Contract winner editorial section in the July issue of Fitness magazine, at Sponsors' sole discretion. The approximate incremental retail value of the Grand Prize winner's trip is $4,000 each. Model Contract Winners must also agree to have their names, biographical information and likenesses published in the editorial pages of FITNESS Magazine and on www.fitnessmagazine.com. The three Grand Prize winners will also receive a one-year Passport Membership from Crunch Fitness. This prize is valued at $999. If a Grand Prize winner is selected and does not live in a Crunch market, Crunch will provide that winner with a prize package valued at $400. Total estimated value of all prizes including contracts is $70,000. Model Finalists and Model Contract Winners are responsible for all other expenses not listed as being awarded herein. All federal, state and local taxes on all prizes, including modeling contracts, are Model Finalists and Model Contract Winners' sole responsibility. Details of all prizes (including, without limitation, hotel, air transportation, dates of travel, etc.) are at Sponsors' sole discretion. No substitution of prizes is permitted, except by Sponsors. Sponsors reserve the right to substitute any prize for one of equal value if the prize cannot be awarded as advertised. All Model Finalists including Model Contract Winners must execute a Release of Liability and Publicity or forfeit all prizes.

Miscellaneous: The contest is offered nationally in the U.S. Each entrant grants Wilhelmina Models, Gruner + Jahr USA Publishing and their successors, licensees, assigns and agents, the right to use the entrant's name, hometown, voice, photograph and likeness without additional compensation in advertising, promoting and otherwise exploiting future Model Search contests conducted by Wilhelmina Artist Management LLC or FITNESS Magazine, and in promotion and advertising of FITNESS Magazine, except where prohibited. All Model Finalists including Model Contract Winners must execute and return an Affidavit of Eligibility/Liability and Publicity Release within 7 days of notification or attempt thereof. Failure to properly and/or timely execute and return such forms and/or failure to comply with any portion of these Official Rules will result in disqualification and the prize being awarded to the next runner-up. Prizes are non-transferable and no substitution will be permitted. Only Model Finalists/Model Contract Winners will be notified. By entering this contest and/or accepting any prize in connection herewith, entrant agrees to release and hold harmless Wilhelmina Artist Management LLC, Gruner + Jahr USA Publishing, 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 related thereto). Releasees are not responsible for illegible, lost, late, misdirected, mutilated or stolen entries or entry materials. Winners' List: Winners will be featured in the July 2003 issue of Fitness Magazine. For a complete list of the Winners, send a self-addressed, stamped #10 envelope after March 30, 2003 to: WILHELMINA FITNESS FACE OF FITNESS Model Search, FINALISTS/WINNERS LIST, 300 Park Avenue South, New York, NY 10010, or go to.wilhelmina.com or fitnessmagazine.com. Requests received after April 30, 2003, will not be honored. Sponsors: The sponsors of the promotion are Wilhelmina Artist Management LLC, 300 Park Avenue South, New York, NY 10010 and Gruner + Jahr USA Publishing, publisher of FITNESS Magazine, 15 East 26th Street, New York, NY 10010.

Copyright 2003 Wilhelmina Models