OFFICIAL CONTEST RULES - VOID IN CT, CO, IL, VT, MD, ND, Puerto Rico and where prohibited by law.

To Enter:
Complete Official Entry Form (legibly print or type), including up to two color or black and white photos (as specified below) and a $25 nonrefundable processing fee payable in U.S. funds only. Entry forms will be available in the September, October, and November 2003 issues of STUFF™, the October and November 2003 issues of BLENDER™ and the October 2003 issue of MAXIM™ Magazine. Entry forms will be available on stuffmagazine.com and wilhelmina.com from July 1, 2003 through December 30, 2003, as well as at select International Speedway Corporation ("ISC") events (while supplies last). For a list of the participating ISC events, please visit www.iscmotorsports.com. If $25 fee is via check/money order, make payable to: STUFF WILHELMINA 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 or 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). One entry per person. Duplicate or incomplete entries will be disregarded. The submission of entries by mail or other courier service within the allotted time shall be the sole responsibility of the entrant; Releasees are not responsible for lost, illegible, mutilated, misdirected, postage due or late entries, failure to receive or delays in receipt of entries. All entries (including photos) become the sole property of Sponsors and will not be returned or acknowledged. False and/or deceptive entries or acts shall render entrant ineligible. All entries receive the same consideration, regardless of method of entry.

To Submit Entry: Mail the completed entry form, payment and photograph(s) to: STUFF WILHELMINA MODEL SEARCH, P.O. Box 9233, Central Islip, NY 11722-9233
Following valid submission of an entry form, entrants will be mailed an Official Entry Certificate and an additional copy of the Official Rules. Entry Certificates will be mailed 2-4 weeks after original entry is received and verified. Entries (including photos) that are submitted become property of Sponsors and will not be returned.

Contest Deadline:
Contest begins on July 1, 2003. All entries must be postmarked no later than December 15, 2003, and received no later than December 30, 2003.

Eligibility:
The Model Search is open to female and male legal U.S. residents (except residents of CT, CO, IL, VT, MD, ND, and Puerto Rico) ages 18 and older as of their date of entry. There are no height or size restrictions. Employees of Wilhelmina International LTD, Wilhelmina Artist Management LLC and Dennis Stuff, Inc. (collectively the "Sponsors") and International Speedway Corporation, their respective parents, divisions, affiliates, subsidiaries and agents, including immediate families and household members of each, are not eligible to enter or win. 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 ineligible for this contest. Void in CT, CO, IL, VT, MD, ND, Puerto Rico and where prohibited by law. All U.S. federal, state and local laws and regulations apply. By entering this Contest, entrants accept and agree to be bound by these Official Rules and the decisions of the judges, which shall be final, binding and conclusive on all matters. Incomplete, inaccurate, late, damaged, illegible and/or postage due entries will be disqualified.

Selection of Model Finalists:
On or about January 15, 2004, ten (10) Model Finalists (five (5) male and five (5) female) as well as two (2) male and two (2) female alternates will be selected by agents of Wilhelmina Models, editors of STUFF Magazine and a judging panel (as determined in Sponsors' sole and absolute discretion) based on: appearance (33.3%), photogenic quality (33.3%) and vitality of entrant's submitted photo (33.3%). In the event of a tie, the entries involved will be re-judged according to the criteria listed above by an additional judge (to be selected in the sole and absolute discretion of Sponsors) who will serve as a tiebreaker. The Model Finalists and Alternate Finalists will be notified by mail, email and/or telephone on or about January 15, 2004, and will be required to sign and return an affidavit of eligibility, liability/publicity release and model release within ten days of issuance, or he/she will be disqualified and prize will be awarded to the next runner up. If Sponsors are unable to contact a Model Finalist to notify him / her that he or she has been selected as a Model Finalist, or if any notification is returned as undeliverable, or for any other reason, the Model Finalist will be disqualified and the next runner-up will be selected as Model Finalist. Failure to comply with these requirements will result in the disqualification of the Model Finalist and the next runner-up will be selected as Model Finalist. The return of the affidavit of eligibility, release of liability/publicity and model release within the allotted time shall be the sole responsibility of each respective Model Finalist. Proof of mailing and delivery does not constitute proof of receipt
The Model Finalists will be required to travel to the Finals in Daytona, Florida, as described below, and will depart on the date specified by Wilhelmina. Failure to attend Finals and/or travel on specified dates will result in disqualification and forfeiture of any prizes, and participation in the Finals may be awarded to the next runner-up. All ten Model Finalists will win a 3-day/2-night trip to Daytona, and must travel on dates specified by Wilhelmina, to participate in a formal Judging Event and Finalist Party. The ten Model Finalists may be featured in a Spring 2004 issue of STUFF Magazine as well as online at www.stuffmagazine.com and www.wilhelmina.com. Details of any magazine exposure are to be determined in the sole and absolute discretion of Sponsors, and Sponsors are not obligated to publish the photos of any of the Model Finalists or Model Contract Winners.

Daytona Finals:
A live judging event will take place during the Finals in February 2004, 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) (33.3%),Photogenic Appearance (33.3%) and Interaction with judges (including Communication Skills) (33.3%). The male Model Finalist and female Model Finalist with the highest scores will be the Model Contract Winners, subject to verification and compliance with these Official Rules. The qualified judging panel will include magazine editors, photographers, agents and beauty and fitness experts. In the event of a tie, the entries involved will be re-judged according to the criteria listed above by an additional judge, to be selected in the sole and absolute discretion of Sponsors, who will serve as a tiebreaker.

Model Finalist Prizes:
The ten Model Finalists will each receive the following: (1) a Wilhelmina Model Merchandise package (ARV: $200 each); (2) a STUFF Magazine gift package (ARV: $200 each), (3) a 3 day/2 night trip to Daytona, FL for the Judging Event, including round-trip coach air transportation between Daytona and a major U.S. airport nearest to Model Finalist's home, hotel accommodations (standard, double occupancy) and some meals (ARV: $3,000 each). If the major airport closest to the Model Finalist's residence is within 200 miles of the Model Finalist's residence, then trip will not include air transportation; however, if the hotel is between 50 - 200 miles of the Model Finalist's residence, ground transportation between the Model Finalist's residence and the hotel will be provided.

Grand Prizes:
The male and female Model Contract winners shall each be offered a Wilhelmina modeling contract valued at $25,000. Each modeling contract prize is a three-year contract with Wilhelmina Models, during 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 may also stay one additional night in Daytona and may be photographed to possibly appear in an additional Model Contract winner editorial section in a Spring 2004 issue of STUFF Magazine, at Sponsors' sole and absolute discretion. The two Model Contract winners will also receive tickets to a select ISC event, and may receive VIP seating (all of the foregoing are subject to availability, and are to be determined in the sole and absolute discretion of Sponsors). (ARV: $1000 each) Total ARV of all prizes: $54,400.

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 comparable value for any reason. Prizes are non-transferable and no cash equivalent will be awarded. Certain travel restrictions/blackout dates apply.

Miscellaneous:
Each entrant grants Wilhelmina Models, Dennis Stuff, Inc. and its affiliated entities and their successors, licensees, assigns and agents, the right to use the entrant's name, hometown, voice, photograph and likeness without additional compensation, for advertising and promotional purposes, in perpetuity, including promoting and otherwise exploiting future Model Search contests conducted by Wilhelmina Artist Management LLC or STUFF Magazine, and in promotion and advertising of STUFF Magazine in all media, except where prohibited by law. All entrants further agree to have their names, biographical information and likenesses published in the editorial pages of STUFF Magazine and on www.stuffmagazine.com as well as on www.wilhelmina.com. Failure to comply with any portion of these Official Rules will result in disqualification and the prize being awarded to the next runner-up. 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 International Ltd., Wilhelmina Artist Management LLC, Dennis Stuff, Inc., their respective parents, subsidiaries, affiliates, divisions, advertising and promotional agencies, and each of their respective directors, officers, employees and agents and all others associated with the development and execution of this Contest (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 award, acceptance or use of any prize (including, without limitation, any travel related thereto, and attendance at public events).

Winners' List:
For a complete list of the winners, send a self-addressed, stamped #10 envelope after February 1, 2004 to: STUFF/WILHELMINA Model Search, FINALISTS/WINNERS LIST, 300 Park Avenue South, New York, NY 10010, or go to.wilhelmina.com or stuffmagazine.com. Requests received after March 30, 2004, will not be honored.

Sponsors:
The sponsors of the promotion are Wilhelmina Artist Management LLC, 300 Park Avenue South, New York, NY 10010 and Dennis Stuff, Inc., publisher of STUFF Magazine, 1040 6th Avenue, New York, NY 10018.