The 1st "America's Hottest People" Contest OFFICIAL RULES

NO PURCHASE IS NECESSARY TO ENTER OR WIN

DESCRIPTION: The 1st "America's Hottest People" Contest (the "Contest") begins at 12:00:01 a.m. Eastern Time ("ET") on August 1, 2009 and ends at 11:59:59 PM ET on December 31, 2009 (the "Contest Period"). The Contest provides i) contestants with the opportunity to send in pictures and videos of themselves that they create which are in good taste (the "Submission"), which will be judged as set forth below to select one winner and one runner up for the Contest Period. By participating in the Contest, each entrant unconditionally accepts and agrees to comply with and abide by these Official Rules, the applicable entry form found of the Contest page of our website, the Terms and Conditions of Use of the Website (as defined below) and the decisions of America's Hottest Entertainment Inc., 77 McMurrich Street Suite 113, Toronto, Ontario, M5R 3V3 ("Sponsor"), which shall be final and binding in all respects. To the extent the Terms and Conditions of Use of the Website and of these Official Rules conflict with any other posted material on the Website, the terms and conditions of these Official Rules shall prevail.

ELIGIBILITY: No purchase is necessary to enter or win a prize in the Contest. Only legal residents of the United States who are eighteen (18) years of age or older as of the beginning of the Contest Period are eligible to enter the Contest. In order to be eligible for the Contest, entrants must be employed in the job category they select in their registration. All information is subject to verification by the Sponsor and eligibility is in the sole determination of the Sponsor. The Contest is void in states and/or jurisdictions where prohibited or otherwise restricted by law. Employees of the Sponsor and its subsidiaries, affiliates, and each of their respective officers and directors, or any persons or entities directly associated with the Contest (collectively, the "Entities") and members of the immediate families and/or persons living in the same household as each such persons, are ineligible to enter the Contest or win a prize.

HOW TO ENTER: The Contest: The entry period for the Contest begins August 1, 2009 at 12:00:01 AM ET and ends November 1, 2009 at 11:59:59 PM ET (the "America's Hottest People Submission Period"). To enter the Contest, visit the web site www.americashottestpeople.com (the "Website"), complete the short entry form found on the Contest page with the information requested, and follow the on-line instructions to upload and submit your America's Hottest People Submission. At the end of the America's Hottest People Submission Period, assuming a sufficient number of America's Hottest People Submissions are received, as determined in the sole discretion of the Sponsor and you are rated a 70% or higher by at least 25 people, the Sponsor, will select 22 finalists (the "Finalists") one from each contest category, from among all eligible America's Hottest People Submissions received during the America's Hottest People Submission Period.

Any Submission that is considered by Sponsor; in its sole discretion, to be incomplete, obscene, pornographic, libelous or otherwise objectionable or inappropriate, or which otherwise does not comply with these Official Rules or the Terms and Conditions of Use of the Website will be disqualified and will not be eligible for entry. All steps outlined above and all information requested on the entry form must be completed to enter and/or be eligible to win. All Submissions or other materials and personal information submitted as part of the Contest may be shared by and between the Entities and each of the Entities will use such information in accordance with their respective independent online privacy policies. Except as otherwise stated in these Official Rules, personal information collected in connection with this Contest will be used in accordance with the Privacy Policy found on the Website.

Any communication or information transmitted to Sponsor and/or the Website by electronic mail or otherwise is and will be treated as non-confidential and nonproprietary. Proof of submitting any Submission is not considered proof of delivery to or receipt of such Submission. Furthermore, Sponsor shall have no liability for any Submission that is lost, intercepted or not received by Sponsor.

The potential winner of any prize may be required to submit to a confidential background check, prior to being awarded a prize, to help ensure that such person's continued participation in the Contest will not, in Sponsor's sole discretion, bring Sponsor into public disrepute, contempt, scandal or ridicule or reflect unfavorably on the Contest or any person or entity involved with the Contest or the Website.

VOTING: The winners in each contest category shall be determined through an Initial Voting/Rating Period (the "Initial Voting Period") and a Contest Round (the Sponsor reserves the right to add additional rounds to the contest and/or lengthen or shorten the Contest as they deem fit in their sole discretion) of online voting by users of the Website ("Users") as follows:

- There will be an Initial Voting/Rating Period that will allow the Users to determine the finalists in each contest job category. Finalists will be determined through a qualification process. Anyone rated 70% or higher by a minimum of 25 people during the Initial Voting Period will qualify for the Contest Round. This Initial Voting/Rating Period will begin on August 1, 2009 at 12:00:01 AM ET and end on November 1, 2009 at 11:59:59 PM ET

-The Contest Round will begin on November 2, 2009 at 12:00:00 AM ET and end on December 31, 2009 at 11:59:59 PM ET (the "Contest Round"). In the Contest Round one (1) contest winner from each job category will be selected (22 contest winners will be selected, one from each job category). Each contest winner will be determined by being the top vote getter in their job category during the Contest Round.

The Sponsor will contact each of the 22 contest winners (the Finalists) by email to request a short video telling the Sponsor & Stardust Pictures why they should be selected the Grand Prize Winner. (1 of the 22 Finalists will be selected by the Sponsor as the Grand Prize Winner and 1 of the 22 Finalists will be selected by the Sponsor as the Runner Up Winner)

Each of the 22 contest winners will be evaluated by the Sponsor to determine the one Grand Prize Winner and one Runner Up based on the following criteria:

1. attractiveness
2. presence
3. personality

The selection of the Grand Prize Winner and Runner Up Winner of the America's Hottest People Contest 2009 will be at the sole discretion of the Sponsor. The Grand Prize and Runner Up Prizes will be announced February 15, 2010.

LICENSE: By entering your Submission in the Contest, you hereby grant Sponsor and its successors and licensees a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, sublicenseable (through multiple tiers) and transferable license (with a right to create derivative works) to use, copy, transmit or otherwise distribute, perform, publicly perform and display your Submission for any legal purposes in any and all media whatsoever now known or hereinafter becomes known. You also grant each user of the Sponsor's technology and the Website a non-exclusive license to access your Submission through the Website and to use, copy, transmit or otherwise distribute, perform, publicly perform, create derivative works of, and display your Submission as allowed by the Website and in accordance with the Terms and Conditions of Use of the Website. Each entrant irrevocably waives any and all so-called moral rights they may have in the Submission(s) submitted by him or her.

REPRESENTATIONS AND WARRANTIES/INDEMNIFICATION: Submissions must be the original work of the entrant, may not have been previously published, may not have won previous awards, and must not infringe upon the copyrights, trademarks, rights of privacy, publicity or other intellectual property or other rights of any person or entity. If the Submission contains any material or elements that are not owned by the contestant and/or which are subject to the rights of third parties, the entrant is responsible for obtaining, prior to submission of the Submission, any and all releases and consents necessary to permit the use and exhibition of the Submission in the manner set forth in these Official Rules and the Terms and Conditions of Use of the Website, including, without limitation, name and likeness permissions for any person that appears in or is identifiable in the Submission. If any identifiable person appearing in the Submission is under the age of majority in his/her state of residence, the parent or legal guardian is required to provide permission. Sponsor reserves the right to request proof of these permissions in a form acceptable to Sponsor from any entrant at any time. By submitting a Submission, entrant warrants and represents that he/she and any persons appearing or who are identifiable in the Submission consents to the submission and use and exhibition of the Submission in the manner set forth in these Official Rules and the Terms and Conditions of Use of the Website and is an eligible participant.

Sponsor reserves the right to disqualify any Submission for any reason, in its sole and absolute discretion.

DATES & DEADLINES / ANTICIPATED NUMBER OF ENTRANTS: Because of the unique nature and scope of the Contest, Sponsor reserves the right, in addition to those other rights reserved herein, to modify any date(s) or deadline(s) set forth in these Official Rules or otherwise governing the Contest (including but not limited to the right to terminate the Contest early). Sponsor cannot accurately predict the number of entrants who will participate in the Contest. Sponsor reserves the right to not award a prize and/or otherwise modify the Contest if it does not receive a sufficient number of eligible and qualified entries.

FURTHER DOCUMENTATION: If Sponsor shall desire to secure additional assignments, releases, or certificates of engagement for the Submission or other documents as Sponsor may reasonably require in order to effectuate the purposes and intents of the agreements hereunder, then each entrant agrees to sign the same upon Sponsor's request therefor (without any need for any additional consideration).

PUBLICITY RELEASE: By participating in the Contest, in addition to any other grants which may be granted in any other agreement entered into between Sponsor and any entrant in or winner of the Contest, each entrant irrevocably grants the Entities and their respective successors, assigns and licensees, the right to use such entrant's name, likeness, biographical information, and any individual(s) participating in the Submission, in any and all media for any purpose, including without limitation, commercial, advertising and promotional purposes as well as in, on or in connection with the Website or the Contest or other promotions, and hereby release the Entities from any liability with respect thereto, unless prohibited by law.

PRIZES: Contest: One (1) grand prize (the "Grand Prize") is available with respect to the America's Hottest People Portion for the Contest Period. The Grand Prize consists of a cameo in a Hollywood movie provided by Stardust Pictures. The cameo can be substituted based on filming schedule at the sole discretion of the Sponsor and Stardust Pictures. If for any reason filming does not occur the Grand Prize will be replaced with a payment in the amount of US$1,000. The Grand Prize is nonassignable and nontransferable. The Grand Prize Winner will be notified by the Sponsor on or before February 15, 2010. The Grand Prize Winner hereby acknowledges and agrees, as a condition of the Grand Prize that the Grand Prize Winner must prove they have complied with the Official Rules within this document and may be required to sign further documents required by the Producers of the film and/or the Sponsor and may be disqualified if they are a member of an actor's union or if they do not sign these documents. The one (1) Runner Up (the 2nd, place Finalist as determined in accordance with the voting procedures set forth above) will be awarded a Cash Prize in the amount of Five Hundred United States Dollars ($500 USD). The Runner Up Winner will be notified on February 15, 2010 and acknowledges and agrees, as a condition to the Runner Up Winner's receipt of the Runner Up Prize they must prove they have complied with the Official Rules within this document and may be required to sign further documents are required by the Sponsor and may be disqualified if they do not sign these documents.

GENERAL PRIZE CONDITIONS: The winners of any prize shall be solely responsible for all federal, state and/or local taxes, and the reporting consequences thereof, and for any other fees or costs associated with the applicable prize including paying for any flights and/or transportation and/or accommodations associated with any prize. All winners must sign and return an Affidavit of Eligibility, a Liability Release, and (where legal) a Publicity Release or other documentation relating to their prize(s) (collectively, "Prize Claim Documents") prior to receiving their prize(s). Time is of the essence in awarding the prizes. Accordingly, if a selected winner fails or refuses to sign and return any and all Prize Claim Documents within fourteen (14) days of prize notification, the winner may be disqualified and another winner will be selected in accordance with the procedures set forth above.

NO OBLIGATION TO USE: Sponsor shall have no obligation (express or implied) to use any Submission, or to otherwise exploit any Submission or, if commenced, to continue the distribution or exploitation thereof, and Sponsor may at any time abandon the use of the any Submission for any reason, with or without legal justification or excuse, and contestants shall not be entitled to any damages or other relief by reason thereof.

NATURE OF RELATIONSHIP / WAIVER OF EQUITABLE RELIEF: Each entrant hereby acknowledges and agrees that the relationship between the entrant and the Entities is not a confidential, fiduciary, or other special relationship, and that the entrant's decision to provide the entrant's Submission to Sponsor for purposes of the Contest does not place the entities in a position that is any different from the position held by members of the general public with regard to elements of the entrant's Submission. Each entrant acknowledges and agrees that any entrant will not be entitled to any compensation as a result of Entities' use of any Submission. Each entrant acknowledges and agrees that the Entities do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the entrant's copyright in and to the Submission. Finally, each entrant acknowledges that, with respect to any claim by entrant relating to or arising out of any Entities' actual or alleged exploitation or use of any Submission or other material submitted in connection with the Contest, the damage, if any, thereby caused to the applicable entrant will not be irreparable or otherwise sufficient to entitle such entrant to seek injunctive or other equitable relief or in any way enjoin the production, distribution, exhibition or other exploitation of any other production based on or allegedly based on the Submission, and entrant's rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.

GENERAL LIABILITY RELEASE/FORCE MAJEURE: The Entities (A) shall not be responsible or liable for any losses, damages or injuries of any kind resulting from the Contest or any Contest-related activity, or from entrants' acceptance, receipt, possession and/or use or misuse of the prize(s), and (B) have not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to the prize(s), including, without limitation, to such prize's quality or fitness for a particular purpose. Sponsor assumes no responsibility for any damage to an entrant's computer system which is occasioned by accessing the Website or participating in the Contest, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature. Without limiting the generality of the foregoing, Sponsor is not responsible for incomplete, illegible, misdirected, misprinted, late, lost, damaged, stolen, or postage-due Submissions or prize notifications; or for lost, interrupted, inaccessible or unavailable networks, servers, satellites, Internet Service Providers, websites, or other connections; or for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone or cable transmissions; or for any technical malfunctions, failures, difficulties or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information. Sponsor reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the entry process or the operation of the Contest or the Website, to be acting in violation of these Official Rules, or to be acting in an unsportsmanlike-like or disruptive manner, or with the intent to disrupt or undermine the legitimate operation of the Contest, or to annoy, abuse, threaten or harass any other person, and Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law. In the event Sponsor is prevented from awarding prize(s) or continuing with the Contest as contemplated herein by any event beyond its control, including but not limited to fire, flood, natural or man-made epidemic of health of other means, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, public health crisis (e.g. SARS), order of any court or jurisdiction, or other cause not reasonably within Sponsor's control (each a "Force Majeure" event or occurrence), then Sponsor shall have the right to modify, suspend, or terminate the Contest. If the Contest is terminated before the designated end date, Sponsor will (if possible) select the winner from all eligible, non-suspect Submissions received as of the date of the event giving rise to the termination. The invalidity or unenforceability of any provision of these rules shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these rules shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.

WINNERS LIST/OFFICIAL RULES: To obtain a copy of any legally-required winners list, send a self-addressed stamped envelope to "America's Hottest People Contest 2009" Contest Winners List, America's Hottest Entertainment Inc., 77 McMurrich Street, Suite 113, Toronto, Ontario M53 RV3. All such requests must be received by the end of the Contest Period. These Official Rules will be posted on the Website.