NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED BY LAW.

1. Sponsor. The Vita.mn "The Look 2010” contest ("Contest") is sponsored by Star Tribune Media Company LLC ("Sponsor"), located at 425 Portland Avenue, Minneapolis, MN 55488. Prizes are provided by Sponsor and the following entities (each a “Participating Company”): Vision Management Group, Inc., and Elite Model Management.

2. Eligibility. The Contest is open only to individuals who, as of the entry date, are legal residents of Minnesota and 18 years old or older. The Contest is void in all other jurisdictions and where prohibited or restricted by law. Employees, officers and directors of Sponsor, UPICKEM, Inc. ("UPICKEM"), the Participating Companies, and their respective subsidiaries, affiliates, advertising and promotional agencies, and the immediate families (defined as parents, spouses, children, siblings, grandparents, and their respective spouses) or members of the same household (whether related or not) of each such employee, officer and director, are not eligible for the Contest. The Contest, and any website pages and advertisements relating thereto, is intended for viewing only within the jurisdictions where the Contest is offered and entrants must be present in the United States or the District of Columbia at the time they enter.

3. Contest Entry Period. The "Contest Entry Period" begins at 9:00 a.m. Central Time ("CT") on Thursday, May 6, 2010, and ends at 11:59 p.m. CT on Wednesday, May 26, 2010 (the "Entry Deadline"). Sponsor's (or its designee's) computer is the official time-keeping device for the Contest.

4. How to Enter.

a. To enter, go to vita.mn/thelook during the Contest Entry Period and follow the links and instructions to submit your entry information, including one well-lit head shot photograph of you and one well-lit full-body photograph of you (the “Photos”) conforming to the Submission Guidelines (as defined below – no nudity, please!) and your name, contact information, and certain other personal information, as required in the online entry form (“Entrant Data”). You must completely fill out the online entry form, and submit your entry in accordance with the on-screen instructions. All entries (except those submitted in person by Additional Finalists at the Walk-Off Event, as defined below) must be submitted online. Mailed or hard copy entries will not be accepted. All entries (including image submissions) must be received by Sponsor during the Contest Entry Period. Failure to submit all required information and entries in the manner required in these Official Rules may result in disqualification. Entries will not be acknowledged or returned. Proof of submission of entry will not be deemed to be proof of receipt by Sponsor. LIMIT: Each individual entering the Contest (“you” or “Entrant”) may submit no more than one entry, and each entry may include no more than two Photos. The submission of more than one entry by the same Entrant may result in disqualification of all entries by that Entrant.

b. You may not enter anyone other than yourself in the Contest, and you must own or have permission to distribute the Photos you submit. By entering the Contest and submitting an entry, Photos and Entrant Data to Sponsor, you represent and warrant (i) that you are at least 18 years old, (ii) that you are the only person depicted in the Photos you submit, and (iii) that you own the copyright in the Photos (including all components thereof) or have permission from the copyright owner to distribute the Photos and that you have the ability to grant to the Sponsor the license described below. Your entry must meet the following guidelines (the “Submission Guidelines”): (i) the entry and Photos (including all components thereof) must be in good taste; must be in keeping with the Sponsor's positive image; must not be offensive or inappropriate, as determined by Sponsor in its sole discretion; must not defame or invade the publicity or privacy rights of any third person (living or deceased) or entity, and must not infringe upon any person' s or entity's personal, intellectual property or other rights; (ii) the Photos must depict the Entrant dressed as follows: (A) for female Entrants, wearing a two-piece swimsuit; and (B) for male Entrants, wearing swim trunks the hemline of which is above the knee); and (iii) the entry and Photos (including all components thereof) must adhere to Sponsor’s standard terms and conditions for user-generated content (located at http://www.startribune.com/termsofuse). Sponsor reserves the right, in its sole discretion, to disqualify any entry for any reason, including any entry Sponsor deems, in whole or in part, to be illegal, offensive, inappropriate or that is not in keeping with Sponsor's positive image. Any entry and/or Photos that do not comply with any aspect of these Official Rules may be rejected by Sponsor, and the Entrant may be disqualified.

c. By entering the Contest and submitting your Photos and Entrant Data, you grant to Sponsor (and its subsidiaries, affiliates, successors, assigns, licensees and designees), without expectation of compensation or acknowledgement (other than the prize, if any, that is awarded to you as set forth in these Official Rules), a nonexclusive, fully-paid, perpetual, irrevocable, worldwide, royalty-free and fully transferable license to use, copy, modify, distribute, publicly display and perform, publish, transmit, remove, retain, repurpose, and commercialize the Photos and Entrant Data (in whole or in part) an unlimited number of times in any and all media or form of communication whether now or hereafter existing, in connection with the Contest and/or the products and/or services of Sponsor and/or any Participating Company, without notification, compensation, or attribution to you, and without your additional consent, and the right to use the name that you submit in connection with such content, if Sponsor chooses to do so. Sponsor shall have no obligation to maintain any of the entries, Photos or Entrant Data, or any information contained therein, as confidential or proprietary. Without limiting the generality of the foregoing grant of license, by entering the Contest and submitting your Photos and Entrant Data, you grant to Sponsor (and downstream users) permission to (i) display advertisements in connection with your Photos and Entrant Data and to use your Photos and Entrant Data for advertising and promotional purposes without compensating you in any way and (ii) to make your Photos and Entrant Data available to the general public in any manner, in or using any format or media or technology, now known or hereafter developed, without compensating you in any way.

In addition, and except where prohibited by law, participation in the Contest constitutes your consent to worldwide, perpetual use by Sponsor (and its subsidiaries, affiliates, successors, assigns, licensees and designees) of your name, likeness, voice, photographs, video, opinions, hometown, state and country for promotional or other purposes in any manner or in any and all media or form of communication whether now or hereafter existing worldwide, without further notice, payment, consideration or consent.

d. All Entrants and entries are subject to verification by Sponsor. Sponsor reserves the right (but shall have no obligation) to conduct a background check on any or all Entrants, and Sponsor reserves the right to disqualify any individual based on such background check if Sponsor determines in its sole discretion that awarding a prize to any such individual might reflect negatively on Sponsor. Entrants will cooperate with Sponsor and its representatives in connection with any and all verification and background check activities, including, without limitation, signing and delivering background check authorizations.

5. Judging; Selection of Finalists; Voting by Users; Selection of Winners; Notification; Acceptance.

a. Selection of Finalists. On approximately Thursday, May 27, 2010, the Contest judges (appointed by Sponsor) will select, from among all eligible entries timely submitted in accordance with these Official Rules, 24 potential finalist entries (approximately 14 women and 10 men), based on the Contest judges’ evaluation (in their sole discretion) of each Entrant’s likelihood of success in becoming a professional model. The Sponsor will attempt to contact the potential finalists to verify their entry information, obtain from each potential finalist such documentation (including proof of age and eligibility) as Sponsor shall require for continued participation in the Contest, and verify each potential finalist’s availability to participate in the final stage of the Contest, which will consist of a walk-off event (the “Walk-Off Event”), scheduled to take place on June 3, 2010, at 6:00 pm at Envy Nightclub in Minneapolis, MN, in which participants will simulate modeling clothing on a fashion runway. If any one or more potential finalists are unavailable or otherwise fail to meet the requirements for continued participation in the Contest (the “Participation Requirements”), the Contest judges may either select alternate potential finalists or limit the number of finalists to fewer than 16. Sponsor is not responsible for the failure of a potential finalist to receive and/or return Sponsor's telephone or email message or for any potential finalist’s failure or inability to meet the Participation Requirements for any reason. Sponsor reserves the right not to select potential finalists and/or Winners in this Contest if the Contest judges determine that none of the entries meet the requirements set forth in these Official Rules.

b. Each potential finalist who Sponsor successfully contacts and who (as determined by Sponsor) meets all requirements for continued participation in the Contest by May 28, 2010, will be a “Finalist.” During the period from approximately May 28, 2010 to June 3, 2010 (the “Voting Period”), the Photos and certain Entrant Data (e.g., first name, hometown, age, height) of each Finalist will be posted on vita.mn so that vita.mn users may vote for their favorite Finalist.

c. At the Walk-Off Event on June 3, 2010, the Contest judges will select two potential winners (one male and one female – each, a “Potential Winner”) from among all Finalists and Additional Finalists (collectively, “Walk-Off Participants”). (“Additional Finalists” will be a small number of individuals (perhaps one or two women and one or two men) who, as of the date of the Walk-Off Event, are at least 18 years old, are selected by the Contest judges through an open call at the Walk-Off Event, and provide to Sponsor such documentation (including but not limited to a Contest entry form and proof of age and eligibility) as Sponsor shall require for continued participation in the Contest. Contest judges will select the Potential Winners based on the Contest judges’ evaluation (in their sole discretion) of each Walk-Off Participant’s likelihood of success in becoming a professional model. Contest judges will also take the popular user vote into consideration when selecting the Potential Winners.

d. Potential Winners will be notified of their selection as Potential Winners at the Walk-Off Event. Each Potential Winner will be required to execute and return to Sponsor the following to claim his/her prize (collectively, the "Acceptance Documents"): (i) an Affidavit of Eligibility, a Liability Release and (except where prohibited by law) a Publicity Release in the form(s) provided by Sponsor, and (ii) any other prize acceptance documents in the form(s) provided by Sponsor. The Acceptance Documents must be returned to Sponsor by the date and/or time indicated by Sponsor. Potential Winners who satisfactorily complete and return the Acceptance Documents will be selected as Contest winners (“Winners”).

6. Agreement to Be Bound by Official Rules and Decisions of Sponsor. By participating in the Contest and/or the Walk-Off Event, each Entrant and each Walk-Off Participant fully and unconditionally agrees to be bound by and accepts these Official Rules and the decisions of Sponsor and the Contest judges (including, without limitation, decisions regarding eligibility of entries, the selection of Winners, and the awarding of prizes), which are final and binding in all respects.

7. Prizes.

a. A total of two (2) grand prizes will be awarded in this Contest to one male Winner and one female Winner. LIMIT: One (1) prize per household.

b. Each grand prize consists of the following: (i) a runway position as model in Vita.mn’s 4th Annual Poolside Show, scheduled to occur at 7:00 p.m. on June 10, 2010; (ii) feature coverage as a model for Vita.mn’s September Fall Fashion Issue; (iii) the opportunity to enter into a one-year modeling contract and portfolio with Vision Management Group, Inc. (subject to the Winner’s negotiation of such a contract with Vision Management Group); (iv) the opportunity to participate in a “look-see” meeting in New York City, NY, with a representative from Elite Models Management; and (v) airfare and two (2) nights hotel accommodations for up to two (2) people in New York City to coincide with the aforementioned “look-see” meeting.

c. Each Winner agrees that he/she will not conduct or participate in any media interview regarding this Contest or any prize without the express prior written permission of Sponsor.

d. Prize must be accepted as awarded, and prize is awarded "AS IS" with no warranty, representation, or guarantee, express or implied, in fact or in law, made by Sponsor or for which Sponsor may be liable, including, without limitation, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. All costs and expenses not specified herein related to the prize or the award, acceptance or use thereof, including but not limited to transportation costs, lodging, meals, beverages, taxes (including income taxes), gratuities, insurance, healthcare expenses, surcharges and other expenses incurred with respect to the award, acceptance and use of the prize are the sole responsibility of the prize winner. A prize is non-transferable and non-assignable, and it is not refundable. No cash or other substitution may be made, except by Sponsor. Winners are fully responsible for any and all applicable federal, state and local taxes and assessments associated with prize award, receipt and use.

8. General Conditions.

a. Sponsor reserves the right to modify these Official Rules at any time.

b. Sponsor reserves the right, in its sole discretion, to terminate, modify or suspend the Contest if, in Sponsor's opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Contest, or if viruses, bugs, unauthorized intervention, fraud, technical difficulties or failures or any other factor beyond Sponsor's reasonable control corrupt or affect the administration, security, fairness, integrity or proper conduct of the Contest. In such event, Sponsor reserves the right (but does not have an obligation) in its sole discretion to award the prizes based on the above voting and judging criteria from among eligible, non-suspect entries received up to the time of suspected impairment. Sponsor reserves the right in its sole discretion to disqualify any individual it finds to be tampering with the entry process or the operation of the Contest or to be acting in violation of these Official Rules or in an unsportsmanlike or disruptive manner. Any attempt by any person to deliberately damage any web site or undermine the legitimate operation of this Contest is a violation of criminal and civil laws, and, should such an attempt be made, Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. Sponsor's failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.

9. Release. By entering, you forever and irrevocably release and hold harmless Sponsor, its parents, subsidiaries and affiliates, and their respective agents, advertising, public relations and promotion agencies, affiliates, Contest partners (including UPICKEM and each Participating Company), prize suppliers, and all of their respective employees, officers, directors, shareholders and agents from and against all claims, damages or liabilities arising in whole or in part, directly or indirectly, you’re your participation and/or entry in the Contest; your award, receipt or use of any prize awarded in the Contest; and your participation in any prize or Contest related activities.

10. Limitations of Liability. Neither Sponsor, UPICKEM, nor any Participating Company is responsible for: (a) incorrect or inaccurate transcription of entry information, Entrant Data, or late, lost, stolen, unintelligible, illegible, damaged, mutilated, altered, incomplete, misdirected entries or entries received through impermissible or illegitimate channels, all of which will be disqualified; (b) technical failures of any kind, including but not limited to the malfunctioning of any telephone, computer online systems, computer equipment, web site, server provider, network, hardware or software; (c) the unavailability or inaccessibility of any telephone, mail, website or service; (d) unauthorized intervention in any part of the entry process or the Contest; (e) printing, typographical, electronic or human errors which may occur in the offer or administration of the Contest or the processing of entries; or (f) any injury or damage to persons or property, including but not limited to your computer, which may be caused, directly or indirectly, in whole or in part, from your participation in the Contest, or from viewing, playing or downloading any material from Sponsor's or UPICKEM's web site(s), regardless of whether the material was prepared by Sponsor or a third party, and regardless of whether the material is connected to Sponsor's or UPICKEM's web site(s) by a hypertext link.

11. Disputes. You agree that: (a) any and all disputes, claims, and causes of action arising out of or connected with this Contest, or any prizes awarded shall be resolved individually, without resort to any form of class action, and solely and exclusively in a federal or state court located in Minneapolis or St. Paul, Minnesota; You submit to sole and exclusive personal jurisdiction to said courts in the State of Minnesota for any such dispute and irrevocably waive any and all rights to object to such jurisdiction; (b) any and all claims, judgments, and awards shall be limited to actual out of pocket costs incurred, including costs associated with entering this Contest but in no event attorneys' fees or any costs of creating any Photo, Entrant Data or other entry information; and (c) under no circumstances will you be permitted to obtain awards for and you hereby waive all rights to claim punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of Entrant or Sponsor in connection with the Contest shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without giving effect to any choice of law or conflict of law rules provisions (whether of the State of Minnesota, the United States, or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Minnesota.

12. Data Collection. Sponsor collects personal information from Entrants when you enter the Contest. Except to the extent otherwise provided in these Official Rules, the information collected is subject to the Privacy Policy of Sponsor located at http://www.startribune.com/privacy and the Privacy Policy of UPICKEM located at http://www.secondstreetmedia.com/PrivacyPolicy.aspx. (UPICKEM collects the information on Sponsor’s behalf.)

13. Official Rules. These Official Rules are available online at http://startribune.upickem.net/engine/Welcome.aspx?contestid=13775 at the contest section of the website or by sending a self-addressed postage-stamped envelope to "Vita.mn The Look 2010 Contest – Rules Request", c/o Christian-Philippe Quilici, Star Tribune Media Company LLC, 425 Portland Avenue, Minneapolis, MN 55488.

14. Winners List. To request a list of Winners, send a self-addressed postage-stamped envelope to "Vita.mn The Look 2010 Contest – Winners List Request", c/o Christian-Philippe Quilici, Star Tribune Media Company LLC, 425 Portland Avenue, Minneapolis, MN 55488. Requests must be received prior to May 31, 2010. © The Contest and all of the related pages, contents and code are copyright Star Tribune Media Company LLC. Copying or unauthorized use of any copyrighted materials, trademarks or any other intellectual property without the express written consent of its owner is strictly prohibited.