E.L.F. CASTING - BEAUTY OF ALL AGES, FACE OF E.L.F. 2010 OFFICIAL RULES

NO PURCHASE NECESSARY. MAKING A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING

1. Eligibility. EXPLORE MODELING LLC. AND E.L.F.(COLLECTIVELY, “SPONSOR") ARE THE SPONSORS OF THIS CASTING (“CASTING”). E.L.F.(THE “CLIENT”) IS THE COMPANY THAT WILL BE SELECTING ONE FEMALE MODEL FROM THIS CASTING TO REPRESENT THEM IN THE YEAR 2010. THIS CASTING IS OPEN ONLY TO FEMALES WHO ARE, AT THE TIME OF ENTRY AND AWARD OF PRIZE, AT LEAST 15 YEARS OF AGE. THE JURISDICTION WHERE THE ENTRANT RESIDES, OR THE JURISDICTION WHERE THE ENTRANT ENTERS THIS CONTEST FROM, MUST ALLOW THIS CONTEST AND THE PRIZES OFFERED. THE ENTRANT THAT IS ULTIMATELY SELECTED BY THE SPONSOR (THE “WINNER”) AS A RESULT OF THIS CASTING MUST BE ABLE TO WORK LEGALLY IN THE UNITED STATES, RECEIVE COMPENSATION FOR SUCH WORK, RECEIVE THE PRIZES IDENTIFIED, AND MUST BE ABLE TO LEGALLY PARTICIPATE IN THIS CONTEST. All employees of Sponsor, its parent, affiliates and subsidiaries, and the immediate families and household members of all such employees, are not eligible. Void where otherwise prohibited.

2. Disclaimer. Except in the event of willful or grossly negligent conduct, Sponsor and any of its parent companies, subsidiaries, affiliates, directors, officers, professional advisors, agents, lawyers, employees and agencies will not be responsible for: (a) any late, lost, misrouted, garbled or distorted or damaged transmissions or entries; (b) telephone, electronic, hardware, software, network, Internet, or other computer- or communications-related malfunctions or failures in connection with this Casting; (c) any Casting disruptions (other then death or personal injury caused by negligence of Sponsor), injuries, losses or damages caused by events beyond the control of Sponsor; or (d) any printing or typographical errors in any materials associated with the Casting or this Contest, for reasons beyond Sponsor’s control. This limitation may not be enforceable in all jurisdictions and therefore may not apply to all Eligible Participants.

3. Casting Period. The Casting starts on September 14, 2009 at 12:01 AM Eastern Time (GMT -8:00) (the “Commencement Date”), and ends on December 31, 2009 at 11:59 PM ET (GMT -8:00) (the "Deadline") (and collectively, the “Casting Period”).

4. How to Enter. To enter, go to http://www.exploremodeling.com/Contest/Faceof_ELF_2010/Default.aspx (the “Site”), complete the official entry form (the “Entry Form”), upload up to four (4) color or black and white photographs of yourself (the “Photographs”) and include a brief statement (no more than 500 characters) expressing why you would be the perfect female model to represent the Client's company and brand (the “Personal Statement”). Photographs submitted on the Site must be digital and submitted in JPG, JPEG, GIF, BMP, TIF, or PNG format, with a maximum file size of 3MB (megabytes) each. Photographs should include at least one headshot and one full length shot. ANY ELIGIBLE PARTICIPANT WHO IS UNDER THE AGE OF 18 OR THE AGE OF MAJORITY IN HER JURISDICTION OF RESIDENCE, WHICHEVER IS LOWER, MUST ALSO HAVE THEIR PARENT OR LEGAL GUARDIAN’S PERMISSION PRIOR TO THEIR ENTRY. As part of your entry your Photographs will be posted on the Site for voting as part of the Popular Vote Prize specified below, however, you can choose to hide your casting profile from public view after you apply.

5. Photographs. Inappropriate photos, such as containing nudity, sexually explicit poses, or sexual implications, will not be allowed on the Casting website. It is the Sponsor’s sole discretion to determine which photos are deemed inappropriate. Inappropriate photos will be deleted and may disqualify the entrant. Photographs and submissions become the sole property of Sponsor and will not be returned. Submission of an entry is an indication that you would like your Photographs posted on the Site for voting which grants Sponsor the right to use, publish, adapt, edit (including cropping) and/or modify the Photographs in any way, in whole or in part, and to use such Photographs in commerce and in any and all media now known or hereafter discovered, worldwide, including but not limited to the Site, without limitation or compensation to the entrant and without right of notice, review or approval of any such use of the Photographs. An entrant can request that their photos not be displayed on the Site by submitting a written request by email to castings@exploremodeling.com. In this request, the entrant must include the name of the casting, their full name, the username they signed up under, and the formal request to not display their photos. By making such request, the entrant understands they will not be included in the public voting and therefore ineligible to win the Public Vote Prize. Submission of an entry further constitutes the entrant's consent to irrevocably assign and transfer to the Sponsor any and all rights, title and interest in and to the Photographs and submissions, including but not limited to all intellectual property rights. By submitting a Photograph, the entrant represents and warrants that: (i) the Photograph is the sole and original creation of the entrant or that the entrant has all rights in and to such Photographs, and has not been copied in whole or in part from any other work; (ii) the Photograph (including Sponsor's use of the Photograph as specified herein) does not violate or infringe any copyright (including right for public display or exposure), moral right, trademark/tradename, or other proprietary right of any person or entity; and (iii) the entrant is the only person depicted in the Photograph. Entrant agrees to indemnify Sponsor for any and all damages arising from the violation of these presentations and warrantees.

6. Judging to Determine Semi-Finalists and Winner. (a) Judging. Each entry will be reviewed by a panel of judges, determined by Sponsor in its sole discretion, consisting of individuals from the modeling industry, casting industry, cosmetic and fashion industry, and other industries as determined by Sponsor (the “Judges”). Each Entrant will be judged on the following criteria: (i) being able to meet the time commitment and job responsibilities of a professional model and the requirement of the casting; (ii) “match” with the “look” that the Client needs to market their products; (iii) the Personal Statement; and (iv) compatability and appropriateness of the scheduled Photo Shoot. After the Casting Deadline, the Judges will select 4 Semi-Finalists which will be comprised of one model under 20 years of age, one model 20-29 years of age, one model 30-39 years of age, and one model that is at least 40 years of age. The 4 semi-finalists will all participate in a Photo Shoot in New York City on behalf of the Client. The Semi-Finalists' photos resulting from this Shoot will be posted on the Site for a public vote runoff. The Semi-Finalist with the most votes after a 30-day voting period will be declared the Winner and the "Face of e.l.f. 2010". The Semi-Finalists and eventual Winner will be notified by phone or email.

(b) Prizes. During the judging, Entrants may be asked to submit additional photos or participate in phone interviews with the Judges (the “Grand Prize Judging Activities”). Any Entrant who does not participate in one or more of the Grand Prize Judging Activities may be immediately disqualified, at the sole discretion of Sponsor and the Judges. The 4 Semi-Finalists that are finally selected by the Judges will have to sign a model release prior to participating in the Client's Photo Shoot. The eventual Winner may have additional releases to sign. If a Semi-Finalist is a minor or under the age of 18, the Entrant must have the permission and authorization of a parent or legal guardian to accept this prize and to participate in this Photo Shoot. Following successful participation in the Client's Photo Shoot, the Semi-Finalists will receive reimbursement for travel expenses, the amount of which will be congruent with the distance the Semi-Finalist must travel to reach the photo shoot destination, and the amount of which will be solely determined by the Client, and the amount of which will not exceed a maximum of $400.00. If the Client determines that air travel is necessary, round-trip economy airfare will be reimbursed for one person from the major U.S. domestic gateway airport nearest Entrant’s residence. Double occupancy hotel accommodations will be provided at the Client's choosing, if necessary. Upon successful participation and completion of the photo shoot for the Client, the 4 Semi-Finalists will each receive an e.l.f. cosmetic package, with an estimated retail value of $300 USD. The Winner, determined by popular vote on the Site, will be compensated $1000.00 USD. The Winner also receives an additional "Makeup for Life" cosmetic package which amounts to a $100 USD per year non-transferable credit toward purchasing e.l.f. products for 20 years. The Prizes and travel reimbursements do not include meals, transfers, ground transportation, gratuities or any other expenses not specifically listed herein. All travel must take place on the dates and times as specified by the Client. If the Semi-Finalists cannot travel on specified dates or if a Semi-Finalist is not accompanied by a parent or legal guardian, the Client may to choose to select an alternate to replace that Semi-Finalist. An alternate winner may be chosen, at the Sponsor’s sole discretion, for any reason. The Semi-Finalists (and their travel companions) are responsible for obtaining all the necessary travel insurance, visas, passports, or other travel documents issued or required by the government or local laws of their country of citizenship so that they have the legal capacity to travel to the shoot location, to be determined. IF ANY SEMI-FINALIST IS A MINOR IN HER JURISDICTION OF RESIDENCE, SUCH FINALIST MUST BE ACCOMPANIED BY HER PARENT OR LEGAL GUARDIAN AS THEIR TRAVEL COMPANION WHO WILL TRAVEL AT THE PARENT OR LEGAL GUARDIAN'S OWN EXPENSE. Semi-Finalists are responsible for any and all other costs and expenses associated with participating in the Client's Photo Shoot and their prize that are not specifically set forth herein.

7. Determination of Popular Vote Winner; Popular Vote Prize. (a) Determination of Popular Vote Winner. Starting on the Commencement Date until the Casting Deadline, all Photographs which Eligible Participants permit to be displayed on the Site, will be displayed for judging by the public. There is a limit of one vote per person per day and other limitations and procedures may be applied as necessary to determine the Popular Vote Winner via internet voting. The Eligible Participant with the highest number of eligible internet votes will be determined to be the Popular Vote Winner. The Sponsor will disqualify any Entrant who is engaged in receiving non-human or otherwise illegitamate votes.

(b) Prize. The Popular Vote Winner will receive a four-day/three-night Luxury Included family vacation for two (2) adults and two (2) children age of 15 or under to Beaches Resorts located in Turks & Caicos and Jamaica provided by Unique Vacations, Inc. The estimated retail value of this package is $3000.00. Processing fees, restrictions, and other limitations may apply, including but not limited to the following: 1) receipt, realization, and all arrangements related to this prize are strictly between the Popular Vote Winner and Unique Vacations, Inc. 2) Airfare is not included in this prize. 3) Prize must be redeemed for travel within one year from the Casting Deadline. 4) The prize is subject to space availability and blackout dates. 5) Reservations will not be confirmed until 30 days prior to the selected travel date. 6) There is a $25.00 processing fee per room per night. For the complete list of details and restrictions, please contact the Sponsor.

8. Prize Restrictions and Other Winner Information. ALL FOREIGN OR DOMESTIC FEDERAL, STATE/PROVINCIAL AND LOCAL TAXES ASSOCIATED WITH THE RECEIPT OR USE OF ANY PRIZES ARE THE SOLE RESPONSIBILITY OF THE WINNER. All Semi-Finalists must execute an affidavit or certificate of eligibility and liability release before they will be permitted to travel. Any entrant who has won a Popular Vote Prize on ExploreModeling.com within the last 6 months will not be eligible to win the Popular Vote Prize for this Casting. The Popular Vote Winner will be required to execute an affidavit of eligibility and liability release before they will be eligible for their prize. All winners and Semi-Finalists may be required to show proof of eligibility before award of any prize. Prizes returned as undeliverable, for reasons beyond the Sponsor’s control, will be forfeited and will not be awarded to an alternate winner. Prizes are not transferable. If any winner cannot be reached for any reason in Sponsor's sole discretion, or fails to respond or return the appropriate documentation within fourteen (14) days after receipt, the prize will be forfeited and awarded to an alternate winner if there is sufficient time to do so. No substitutions or exchanges (including for cash) of any prizes will be permitted, except that Sponsor reserves the right to substitute a prize of equal or greater value for any prize in its sole discretion. All prizes are awarded "AS IS." In the event that any individual winner is under the age of majority in their jurisdiction of residence at the time the prize is awarded, the prize will be awarded to the winner’s parent or legal guardian, and the parent or legal guardian will be required to execute all required documents hereunder on behalf of the winner.

9. Collection of Information. Entry into the Casting requires you to enter your name, address, e-mail address, country of origin and certain other information. By entering the Casting, you consent to Sponsor’s use of this information, as well as your name, image, likeness and biographical information in connection with the Casting as well as for advertising, marketing and publicity purposes in connection with the Casting, in any and all media now or hereinafter invented, throughout the world in perpetuity. You are informed that the personal data collected in connection with the Casting will be collected by the Sponsor's servers and computer systems which are based in the USA, and such collection will therefore be subject to applicable US laws. Upon request, you will be provided with access to your personal data. You also have a right to oppose the collection storage and use of such personal data under certain circumstances. The data controller is ExploreModeling.com and the data recipient is ExploreModeling.com. To exercise such right, you may write to “Face of E.L.F. 2010 Casting – Personal Data”, c/o Explore Modeling, 244 5th Avenue #C-284, New York, New York 10001. You may also withdraw your personal data upon written request, however you will be disqualified as a entrant in the Casting if you withdraw your personal data prior to the determination and fulfillment of the prizes.

10. General Release. By entering the Casting, you release Sponsor, the Judges, participating prize suppliers and any of their respective parent companies, subsidiaries, affiliates, directors, officers, agents, lawyers, employees and agencies (collectively, the "Released Parties") from any liability outside Sponsor's reasonable control other than death or personal injury caused by negligence of Sponsor to the extent permitted by law. You also waive any and all causes of action, related to any claims, costs, injuries, losses, or damages of any kind arising out of or in connection with the Casting, this contest, the photo shoot, or delivery, mis-delivery, acceptance, possession, use of or inability to use any prize (including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light), whether under a theory of contract, tort (including negligence), warranty or other theory, to the extent permitted by law except to the extent that any death or personal injury is caused by the negligence of the Sponsor or any claim arises out of Sponsor's breach of these Rules.

11. Winners List; Rules Request. To obtain a copy of these rules, send a stamped, self-addressed business-size envelope to the Sponsor at the following address: Face of E.L.F. 2010 Casting Rules Request, c/o Explore Modeling, 244 5th Avenue #C-284, New York, NY 10001. Canadian residents and residents of the State of WA may omit return postage. The winners list and rules will also be available on www.exploremodeling.com during such time.

12. Miscellaneous. The Casting and these Official Rules will be governed, construed and interpreted under the laws of the United States and the state of Virginia. Entrants agree to be bound by these Official Rules and by the decisions of Sponsor and the Judges, which are final and binding in all respects. Sponsor reserves the right in the event of unforeseen circumstances beyond its control to change these Official Rules at any time (in which event Sponsor will give Eligible Participants as much notice of such change as practicable and Eligible Participants may withdraw their entry by emailing Sponsor at castings@exploremodeling.com), and to modify, suspend or cancel the Casting or any Eligible Participant’s participation in the Casting should viruses, bugs, unauthorized human intervention or other causes beyond Sponsor's control affect the administration, security or proper play of the Casting or Sponsor otherwise becomes (as determined in its sole discretion) incapable of running the Casting as planned. Eligible Participants who violate these Official Rules, tamper with the operation of the Casting or engage in any conduct that is detrimental or unfair to Sponsor, the Casting or any other entrant (in each case as determined in Sponsor's sole discretion) are subject to disqualification from entry into the Casting. In case of dispute, entries will be declared made by the authorized account holder of the e-mail address submitted at the time of entry. “Authorized account holder” is defined as the natural person who is assigned to an e-mail address by an Internet Access Provider, on-line service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. Automated entries or voting are prohibited, as are entries or votes on behalf of another person, and any use of such automated devices will cause disqualification. If at any time any provision of these Official Rules is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity or enforceability in that jurisdiction of any other provision of these Official Rules shall remain unaffected. Sponsor and Judges shall act reasonably with respect to all decisions that are within their authority to make under these Official Rules. The Sponsors reserve the right to add, substitute, or remove sponsors or the Client in this Contest and Casting. Elements of the Prizes, Casting, and the photo shoot may be changed at anytime for something of similar, equal, or greater value.

13. Casting Sponsor. The sponsors of the Casting are Explore Modeling, LLC, 244 5th Avenue #C-284, New York, NY 10001 and e.l.f. 1350 Broadway, Suite 1715 New York, NY 10018.

ABBREVIATED RULES

NO PURCHASE NECESSARY. MAKING A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING. Open only to females who are, at the time of entry and award of prize at least 15 years of age. Void where prohibited. Starts September 14, 2009 and ends December 31, 2009. Subject to complete Official Rules available at www.exploremodeling.com.