NO PURCHASE NECESSARY. Void where prohibited.

1. ELIGIBILITY
The Contest is open to all legal male and female residents of the 50 United States and the District of Columbia and Canada (excluding Quebec) who are between the ages of 13 and 26 as of May 25th 2001. Employees and immediate family members of MODELS.com and their affiliates, parents, subsidiaries and agents are not eligible. Participants under the age of 18 must receive permission from their parents or guardian prior to entry.
Models who already have an agency representation cannot participate in the contest, except if this agency is defined as a mother agency.
Individuals who have appeared or are scheduled to appear in national television programs, movies or national advertising campaigns, including print advertisements or featured editorial appearances in national magazines, and/or in national television commercials are not eligible. Individuals who have previously won a national magazine or agency modeling contest or are currently finalists in the same are not eligible. Anyone chosen as one of the ten national finalists will agree to withdraw from any other national modeling contests and agree not to enter any other national modeling contest from the time the national finalists are announced until September 30th, 2001. The contest is open only to aspiring models who do not have major agency representation.

Only one entry per person is authorized, contestants entering more than once for the contest will be automatically disqualified.

2. CONTEST PERIOD
Contest period begins on March 15, 2001 at 12 PM Eastern Time (ET) and ends on May 25th, 2001 at 12 p.m. ET

MODELS.com reserves the right to terminate the contest by giving notice deemed appropriate by MODELS.com during the first day of any week during the length of the contest, in which case the contest will terminate on the last day of the week during which the termination was announced.

3. ENTRY
Individuals can only apply online. To enter, become a MODELS.com’s member or fill out the non-members application (only one per person). The three requested photographs must have been taken between September 2000 and May 2001. The three photographs should include one headshot, a three quarters to the waist up, and a full length picture with tight clothes that defines your body shape. For an example of what your pictures should look like, please check out the MODELS.com Model of the Week.

No group shots will be considered. Please use no or very light Makeup. Entries that are incomplete, illegible or otherwise not in compliance with these official rules will be disqualified.

To enter, your computer must accept cookies, or any successor or similar technology (now known or hereafter devised or discovered) which may be used by MODELS.com for the purpose of entry tracking. No responsibility is assumed for any computer, telephone, cable, network, satellite, electronic or Internet hardware or software malfunctions, failures, connections, availability or garbled or jumbled transmissions or service provider/Internet/web site/use net accessibility or availability, traffic congestion or unauthorized human intervention. No entry fee is required and no purchase is necessary to enter or win the contest.

4. WINNERS SELECTION
All federal, state and local laws and regulations apply. Entries will be judged by MODELS.com's editorial department to determine approximately 400 semifinalists: approximately 200 male and approximately 200 female. The semifinalists' entries will be judged by the contest jury; 10 finalists, five male and five female, including two grand-prize winners will be chosen. All entries will be judged equally on the Contestants will be judged equally on the overall poise, grace, beauty and attractiveness of these photographs. Participants agree to be bound by these rules and the decisions of the judges, which are final. The semi finalists and finalists will be announced on MODELS.com.

Winners will be notified at their MODELS.com email address by default or at the email address they indicated when entering the contest.

5. PRIZES
The two winners, one male and one female will each win a three-day, two-night trip to New York City, including round trip coach airfare for one from the airport nearest the finalist's hometown, hotel accommodations and tax, meals for three days, a meeting with MODELS.com editors, a makeover from MAC Cosmetics Pro Artists, attend go-sees at the contest partners’ agencies, and be photographed for the August cover of MODELS.com plus appear in Elle.com (approximate retail value of each finalists' prize: $4,000). All other expenses, including local transportation in finalists' hometowns, meal outside of those provided, telephone and tips, will be the responsibility of the finalists.

The ten finalists, five males and five females will each win a gift bag containing gift items from MAC Cosmetics and Kenneth Cole. The approximate retail value of the bag will be around $120.

All liability for federal, state, local and other taxes imposed on prizes is the sole responsibility of the winners. MODELS.com reserves the right to substitute prizes of equal or greater value. There will be no substitution of prizes by prizewinners. Prizes may not be redeemed for cash value. Prizes are nontransferable. All prizes will be awarded, provided a sufficient number of qualifying entries are received. No warranties are made with respect to prizes.

6. LIMITATION OF LIABILITY; RIGHTS OF USE; MISCELLANEOUS
All semifinalists and their parents/legal guardians (if finalist is a minor in her state of residence) will be required to sign, notarize and return an Affidavit of Eligibility and a Liability and Publicity Release within 14 days of notification and prior to awarding the prizes. In the event that a properly completed Affidavit and Release are not returned within 14 days of notification, or notification is returned as undeliverable, semifinalist will be disqualified and an alternate semifinalist will be selected. Trip must be taken on dates specified by MODELS.com. In the event that the finalists cannot take the trip on dates specified, he or she will be disqualified and an alternate finalist will be selected.

MODELS.com and all parties acting in concert with MODELS.com have all legal rights in the submitted entry, including but not limited to all trademark, copyright, patent or other intellectual property rights. Submission of an entry expressly gives MODELS.com and all parties acting in concert with MODELS.com the right to modify, edit, publish or otherwise change or exploit the images contained in the materials in any manner whatsoever. Acceptance of a prize constitutes winners' permission to use their names, cities and states of residences, and likeness', and to be photographed for advertising and publicity purposes without additional compensation except where prohibited by law. All entrants release MODELS.com and all parties acting in concert with MODELS.com and their respective affiliates, parents, subsidiaries, directors, officers, employees and all other entities associated with the development and execution of this contest from any and all liability from injury, loss or damage of any kind resulting from participation in this promotion and/or from acceptance, possession or use of any prize. Contestants, finalists and winner agree to adhere to the rules of this contest

Entries and other submitted material become the property of MODELS.com and will not be acknowledged or returned. MODELS.com and those working for MODELS.com or on the behalf of MODELS.com, will not be responsible for lost, late, misdirected, damaged, or postage due mail or e-mail and for Internet, computer hardware and software, phone, and other technical errors, malfunctions, and delays. In the event of a dispute concerning who submitted an e-mail entry, the entry will be deemed to have been submitted by the authorized holder of the e-mail account from which the entry is made. The "authorized account holder" is the natural person to whom an amyl address is assigned by an Internet access provider, online service provider or other organization (e.g., business, educational institution, etc.) responsible for assigning amyl addresses for the domain associated with the submitted amyl address. Copies of these Official Rules may be obtained by sending a self-addressed, stamped envelope to MODELS.com Cover Contest, 227 W29 Street, 12Fl., NY NY 10001 (WA and VT residents may omit return postage.) Requests for Official Rules must be received by May 25th, 2001. All times and dates in these Official Rules are Eastern Standard Time.

MODELS.com reserves its right in its sole discretion to modify or cancel all or any portions of the Contest because of technical errors or malfunctions, viruses, hackers, or for other reasons that corrupt the Contest in any manner. MODELS.com also reserve the right in its sole discretion to disqualify any entrant who fails to comply with these Official Rules, who attempts to enter the Contest in any manner or through any means other than as described in these Official Rules, or who attempts to disrupt the Contest or to circumvent any of these Official Rules.

By entering, entrants agree to be bound by the decisions of the judges and these Official Rules and to comply with all federal, state, provincial and local laws and regulations. All federal, state, provincial and local taxes are each winner's sole responsibility. The prizes will be awarded. No prize substitutions, transfers, or cash alternatives permitted except MODELS.com reserve the right to substitute a prize of equal or greater value at MODELS.com' discretion. By entering, each winner accepts all of the conditions, restrictions, requirements, and/or regulations required by MODELS.com and also agrees to accept delivery of prize. Unless otherwise prohibited by law, acceptance of the prize constitutes permission to use winner's name, picture, likeness, address (city and state), and biographical information for advertising and publicity purposes for MODELS.com and for this and/or similar promotions, without compensation. Entrants agree to release and hold harmless MODELS.com, their affiliates and subsidiaries, and each of their respective directors, officers, employees, agents, successors, and assigns, from any damage, injury, death, loss, or other liability that may arise from entrant's participation in the Contest or the awarding, acceptance, use, or misuse of any prize. All entrants agree that United States law shall apply exclusively to the Contest and that any dispute with respect to the Contest shall be resolved in either the federal or state courts located in the State of New York.

To obtain a list of prize winners, send a self-addressed, stamped envelope to: MODELS.com Cover Contest, 227 W29 Street, 12Fl., NY NY 10001. All winners' list requests must be received by August 1, 2001. Winners' names will be posted on the http://models.com website for thirty (30) days.

This contest is void in Quebec and where prohibited or otherwise restricted.