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 who are between the ages of 13 and 35 at the time of registration to the contest. Employees and immediate family members of Lush Entertainment, Inc. 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. Minors must contact Lush Entertainment, Inc. to receive a parent/guardian authorization form. This form must be signed and returned by fax or mail to Lush Entertainment, Inc. before the entry will be considered.  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 November 15, 2003 at 12 PM Pacific Time (PT) and ends on June 30th, 2004 at 12 PM PT.

Lush Entertainment, Inc. reserves the right to terminate the contest by giving notice deemed appropriate by Lush Entertainment, Inc. 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, fill out the registration form and submit along with a $20 processing fee in U.S. dollars ($29 after January 31, 2004) and three (3) current photos. The photographs must NOT have been taken before November 15, 2002. The photographs should include one headshot, one three quarter length shot, and one full-length picture in swimwear. For an example of what your photos should look like, please refer to http://www.lushonline.com/.

No group shots will be considered. 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 Lush Entertainment, Inc. 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.

4. WINNERS SELECTION
All federal, state and local laws and regulations apply. Entries will be judged by Lush Entertainment, Inc.’s  editorial department to determine the 24 finalists: 12 females and 12 males. Grand prize winners will be determined by participating modeling agencies. 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 finalists will be announced on Lush Entertainment, Inc.’s website, http://www.lushonline.com/.

Winners will be notified at the email address they indicated when entering the contest.

5. PRIZES
The twelve finalists will be featured in our Lush 2005 Bikini Calendar, be submitted to major participating modeling agencies (including Ford, Elite, Wilhemina, Playboy, etc.), be a member of the 2005 Lush Bikini Team (paid assignments), and receive the following: a % of revenues from calendar sales and calendar signing events, a Lush Model spaghetti tank with Swarovski crystals, an online portfolio on our website, a lifetime VIP membership to all our celebrity events, and various cash & prizes.

The two grand prize winners, one male and one female, will each receive ALL of the above benefits of a finalists, INCLUDING: $1,000 cash, a trip to the destination of their choice (Hollywood, CA, Las Vegas, NV, or Cancun, Mexico) for a magazine photo shoot, a photo spread in our entertainment magazine, a speaking role in an upcoming independent film, represent Lush as the spokesmodels for 2004-2005 (paid appearances), and be the cover model for the 2005 Lush Bikini Calendar.

All other expenses, including local transportation in finalists' hometowns, meals, telephone and tips, will be the responsibility of the finalists. All liability for federal, state, local and other taxes imposed on prizes is the sole responsibility of the winners. Lush Entertainment, Inc. 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 finalists 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, finalist will be disqualified and an alternate finalist will be selected. Trip must be taken on dates specified by Lush Entertainment, Inc. In the event that the winners cannot take the trip on dates specified, he or she will be disqualified and an alternate finalist will be selected.

Lush Entertainment, Inc. and all parties acting in concert with Lush Entertainment, Inc. 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 Lush Entertainment, Inc. and all parties acting in concert with Lush Entertainment, Inc. 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 Lush Entertainment, Inc. and all parties acting in concert with Lush Entertainment, Inc. 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 winners agree to adhere to the rules of this contest

Entries and other submitted material become the property of Lush Entertainment, Inc. and will not be acknowledged or returned. Lush Entertainment, Inc. and those working for or on the behalf of Lush Entertainment, Inc. 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.

Lush Entertainment, Inc. 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, or for any or no reason. Lush Entertainment, Inc. 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 Lush Entertainment, Inc. reserve the right to substitute a prize of equal or greater value at Lush Entertainment, Inc.’s discretion. By entering, each winner accepts all of the conditions, restrictions, requirements, and/or regulations required by Lush Entertainment, Inc. 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 Lush Entertainment, Inc. and for this and/or similar promotions, without compensation. Entrants agree to release and hold harmless Lush Entertainment, Inc., 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 California.

Winners' names will be posted on the http://www.lushonline.com/ website for thirty (30) days.