GOOD LUCK CLUB ™ MEMBERSHIP RULES

The Good Luck Club™ (the "Contest") is sponsored by Project Rise and Shine, Inc., 9663 Santa Monica Blvd., Suite 801, Beverly Hills, CA 90210 ("PR&S"), using the Project Rise and Shine, Inc. website located at http://www.ProjectRiseandShine.com (the "Site"). The monthly Contest begins on October 1st, 2005 at 9am Eastern Time ("ET") (the "Start Date"), and ends at midnight ET at the end of each calendar month, (referred to herein as the "Monthly Contest Period"). The Contest utilizes a system of point accumulation and peer review that provides Contestants the opportunity to be awarded points for progressing towards their personal goals and to solicit votes from other Contestants. The system is based on the honesty and propriety of the Contestants and is also subject to the sensibilities and taste of each individual voting Contestant. By entering into this Contest, you are stating that you fully realize and accept that you are entering a contest that employs a peer review system. You agree to accept the points awarded to you by the system and the voting results that you achieve during the peer review process, knowing that you may not contest or dispute those results. You also agree that PR&S will perform its own review of the points awarded each month and will make the final selection of the Monthly Winner pursuant to the criteria established in paragraph II.C. below. The decision of PR&S will be final. If you do not agree with these policies regarding the peer-review system, DO NOT ENTER THIS CONTEST. EACH PERSON WHO PARTICIPATES IN THE CONTEST FULLY AND UNCONDITIONALLY AGREES TO COMPLY WITH AND ABIDE BY THESE OFFICIAL RULES AND THE DECISIONS OF PR&S, WHICH SHALL BE FINAL AND BINDING IN ALL RESPECTS.

I. ELIGIBILITY AND REGISTRATION TO PARTICIPATE IN THE CONTEST.

A. General Eligibility Requirements. The Contest is open only to those legal residents of the United States who reside in one of the fifty (50) United States (but specifically excluding its territories and possessions, and also excluding Rhode Island) or the District of Columbia (the "Eligibility Area"), who are 18 years of age or older as of the Start Date, and who have paid the monthly Good Luck Club ™ subscription fee on the Site operated by PR&S. Misrepresentation of age, upon discovery by PR&S, will DISQUALIFY the applicable entrant. Directors, officers and employees, and their immediate family members, or those living in the same household as such directors, officers and employees, of PR&S, their respective parent companies, affiliates, subsidiaries, agents, advertising/promotional agencies, partners or representatives (collectively, the "Promotion Entities") are not eligible to (i) win prizes or (ii) participate in the Contest in any manner. Members of the Good Luck Club ™ who have not paid their monthly subscription fee are also not eligible to win prizes. The Contest is void outside of the Eligibility Area and where prohibited by law. At the time of registration, each Contestant will be required to choose a user name (referred to herein as “User Name”) and password. Each Contestant will be known publicly by his or her User Name, rather than his or her real name, until a Contestant becomes a Winner at which time their real name will become known.

B. Registration. Beginning on the Start Date, individuals may register at the Site to participate in the Contest by visiting the Store area and using a credit card to pay the monthly subscription fee. Once an individual has registered for the Contest and become a paid Contestant, the Contestant’s credit card will then be automatically billed $9.95 each month thereafter as long as the Contestant remains a member of the Good Luck Club™.  A Contestant may cancel his or her membership at any time by notifying PR&S at admin@projectriseandshine.com or writing PR&S at 9663 Santa Monica Blvd., Suite 801, Beverly Hills, CA 90210.  In the event a Contestant cancels his or her membership within seven (7) days of first enrollment and PR&S receives said notice within this time period, PR&S will refund the Contestant the full amount of the Contestant’s initial payment less a processing fee of $5.00.  If a Contestant cancels his or her membership after seven (7) days, the Contestant will not be entitled to any refund of monthly membership fees paid prior to cancellation.

C. Disclosure of Materials. All Contestants are provided with access to a Road to Stardom online workbook and related assignments. Contestants may elect, in their discretion, to have selected sections of their Road to Stardom online workbook entries and related work made private from other Contestants for viewing online. Contestants may, but shall not be required to, view materials of other Contestants during the Monthly Contest Period. Contestants may elect, in their discretion, whether or not to solicit votes from other Contestants who have viewed their materials, and Contestants who are solicited may elect, in their discretion, whether or not to give their votes to one or more soliciting Contestants. While voting is optional, Contestants should be aware that the votes accumulated by them from other Contestants who have viewed these materials will be a factor in determining the winner of the Monthly Contest. Contestants also agree that the email address they provide in their personal profile may be available for other Contestants to see.

II. MONTHLY CONTEST PROCEDURE.

A. During each calendar month during the Monthly Contest Period beginning with the month of October 2005, Contestants will compile points by completing assignments in the Road to Stardom online workbook and related tasks. PR&S reserves the right to alter these points and variables at any time to improve the overall fairness and effectiveness of the Contest. As of October 1, 2005, the method of calculating points is as follows:  

ASSIGNMENTS		POINTS AWARDED		RULES
GOAL
1. Identify your specific goal		10		max. 4 changes per month
2. Set exact date to achieve goal		10		max. 4 changes per month
TALENT
1. Identify your talents		10		max. 1 change per month
2. Opportunity		10		max. 1 change per month
3. Write your Obituary		15		max. 1 change per month
RAGE
1. Events that motivate you		5		max. 4 changes per month
2. Re-write inner dialogue		5		max. 4 changes per month
3. Take control		10 + 10 to notate completion		max 1 change per month
4. Get healthy		10 + 10 to notate completion		max 1 change per month
5. Get Ragingly Real		10 + 10 to notate completion		max 1 change per month
6. List bad habits		10 + 10 to notate completion		max 1 change per month
7. Take Leaps		10 + 10 to notate completion		max 1 change per month
TEAM
1. Recruit Mentors		5 + 25 for each person who joins		max 1 change per month
2. Recruit Professionals		5 + 25 for each person who joins		max 1 change per month
3. Recruit Role Models		5 + 25 for each person who joins		max 1 change per month
4. Recruit Motivators		5 + 25 for each person who joins		max 1 change per month
5. Recruit Reality Checkers		5 + 25 for each person who joins		max 1 change per month
6. Build a Fan Club		5 + 25 for each person who joins		max 1 change per month
LUCK
1. List your Luck		5		max 30 changes per month
RESULTS
1. Accomplish Goals		5 pts to list		25 for authentication

B. During each Monthly Contest Period, Contestants may communicate with other Contestants through the Message Boards on the Site or through email, advise other Contestants of their accomplishments in the Road to Stardom program, invite them to view their work online, and solicit their votes in the Contest. There is a mechanism on the Site for submission of votes, and all votes for a specific Monthly Contest must be submitted by 12:00 midnight ET on the last day of the subject calendar month. At the end of each calendar month during the Contest Period, the votes will totaled for each Contestant and this vote total will be a factor in determining the winner of the subject Monthly Contest as described in “C,” below.

C. At the end of each calendar month, PR&S will rank the Contestants by point totals as calculated in conformance with “A,” above, and the top ten (10%) percent (the “Monthly Finalists”) of this group will then be re-ranked according to the combined total of their points calculated under “A” and their votes calculated under “B” (the “Combined Score”). PR&S will then perform its own review of the Monthly Finalists’ Road to Stardom workbook entries and related work, and evaluate, and select each Monthly Contest Winner according to the following criteria: a Contestant's accumulation of  a minimum of 2,500 points; amount of time a Contestant spends on the site; their Road to Stardom’s level of completion; evidence of real life success; sincerity and authenticity of answers. The foregoing criteria will be weighted and applied in the same manner as to all Monthly Finalists in any particular calendar month. The decision of PR&S will be final.

D. Each Monthly Contest Winner will be awarded a one-hour, personal telephone conversation and strategy session with Larry Thompson.. The Winner will be notified by email within fifteen (15) days of selection. The phone conversation will take place within ten (10) days following the Winner’s compliance with the conditions set forth in Section III, below. Contestants may only win the Monthly Contest once during any 12-month period .

III. MISCELLANEOUS.

Rules Governing Winners. All taxes (including, without limitation, federal, state, and local taxes) on or connected with any prize, and the reporting consequences thereof, are the sole and exclusive responsibility of respective winners. Each winner must execute and return an Affidavit of Eligibility and a Liability/Publicity Release within a period of time dictated by PR&S. Failure to do so may result in disqualification and an alternative winner being selected. All prizes awarded in connection with the Contest are nontransferable and nonendorseable. No substitution of prizes is permitted.

Publicity Release. By participating in the Contest, in addition to any other grant of rights which may be granted in any other agreement entered into between PR&S and any participant in or winner of the Contest, each Registrant irrevocably transfers, grants and assigns to PR&S and its successors, assigns and licensees, the right to use their videotaped/recorded names, User Names, likenesses, photographs, and biographical information in any and all media for any purpose including, without limitation, advertising and promotional purposes as well as on the Site in connection with the Contest and other promotions, and releases PR&S, and its affiliated companies, successors and assigns, from any liability with respect thereto.

Internet Provisions/Force Majeure. PR&S 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 Site; to be acting in violation of these Official Rules; to be acting in an unsportsmanlike 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; whose background check reveals that such Contestant's continued participation in the Contest may, in PR&S's sole discretion, bring PR&S into public disrepute, contempt, scandal or ridicule or reflect unfavorably on Contest, the PR&S or any sponsor of the Contest; or to be acting in a dishonest manner and/or bad faith in completing the peer reviews and voting as referenced in Section II.B. No mechanically reproduced, illegible, incomplete, forged, software generated or other automated multiple entries will be accepted. PR&S reserves the right to modify, suspend, or terminate the Contest and these Official Rules if it determines, in its sole discretion, that the Contest is technically impaired or corrupted or that fraud or technical problems, failures or malfunctions have destroyed or severely undermined the integrity and/or feasibility of the Contest. In the event PR&S is prevented from continuing with the Contest by any event beyond its control, including but not limited to fire, flood, epidemic, 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, order of any court or jurisdiction, or other cause not reasonably within PR&S's control (each a "Force Majeure" event or occurrence), PR&S shall have the right to modify, suspend, or terminate the Contest.

Dates and Deadlines/Anticipated Number of Contestants. Because of the unique nature and scope of the Contest, and because of the complexity of the technology underlying the administration of the Contest (much of which technology was created specifically for the Contest), PR&S 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. PR&S cannot accurately predict the number of Contestants who will participate in the Contest.

Disclaimer of Warranties. PR&S makes no representations or warranties, and hereby disclaim any and all representations and warranties, expressed or implied, concerning any prize furnished in connection with the Contest. WITHOUT LIMITING THE FOREGOING, THE CONTEST AND ALL MATERIALS PROVIDED ON OR THROUGH THE SITE ARE PROVIDED "AS IS" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PR&S is not responsible for any incorrect or inaccurate information, reviews, Ratings, or other materials, whether caused or created by Site users, by tampering or "hacking," or by any of the equipment or programming associated with or utilized as part of the Site or the Contest, and PR&S assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, or unauthorized access to the Site. Although PR&S attempts to ensure the integrity of the Contest, PR&S is not responsible for the actions of entrants in connection with the Contest, including entrants' attempts to circumvent the Official Rules or otherwise interfere with the administration, security, fairness, integrity, or proper conduct of the Contest. PR&S is not responsible for injury or damage to any Registrant's or to any other person's computer, other equipment, or person related to or resulting from participation in the Contest, or downloading materials from or using the Site.

IMPORTANT. PLEASE READ - GENERAL RELEASE AND LIMITATIONS ON LIABILITY: By entering the Contest, Registrants agree that: (1) any and all disputes, claims, and causes of action arising out of or connected with the Contest, or any prizes awarded, shall be resolved individually, without resort to any form of class action; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering the Contest, but in no event will attorneys' fees be awarded or recoverable; and (3) under no circumstances will any Registrant be permitted to obtain any award for, and entrant hereby knowingly and expressly waives all rights to seek punitive, incidental or consequential damages and/or any other damages, other than actual out-of-pocket expenses, and/or any and all rights to have damages multiplied or otherwise increased. Each Registrant acknowledges and agrees that PR&S is not responsible for any costs, injuries, losses, or damages of any kind arising from or in connection with: (i) incomplete, lost, late, misdirected or illegible entries or for failure to receive entries due to any cause, including without limitation human, transmission, or technical problems, failures, or malfunctions of any kind, whether originating with sender, with PR&S, or otherwise, that may limit a Registrant's ability to participate in the Contest or send or receive email notifications requiring action or response by such Registrant; (ii) any injury or damage resulting from participation in the Contest and/or the use of any prize (including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to, loss or destruction of property, or any claims, costs, injuries, losses, or damages related to or based on the entrant's rights of publicity or privacy, or the entrant's claim that he or she has somehow been defamed or portrayed in a false light).

Governing Law/Arbitration. This Agreement, the rights and obligations of the Parties, and any claims or disputes relating in any way thereto shall be governed by and construed in accordance with the internal laws of the State of California, without regard to its choice of law principles which would require application of the laws of another jurisdiction. Any dispute between the Parties arising out of or relating to this Agreement shall be submitted to binding arbitration. The arbitration will be conducted in accordance with the American Arbitration Association's Commercial Arbitration Rules as modified by the terms of this Agreement. The arbitration shall take place in Los Angeles, California before a single arbitrator, selected pursuant to such rules, and shall be conducted on an expedited basis and in strict confidence. The arbitrator selected pursuant to these Official Rules shall be well acquainted with the entertainment, Internet, and new media industries, and shall not have the power to impose punitive damages. Each party hereby waives any and all rights and benefits which it might otherwise have or be entitled to under federal law or the laws of California or any other state to litigate any such dispute in court, it being the intention of the parties to arbitrate all such disputes. The arbitrator's decision shall be controlled by the terms and conditions of these Official Rules, and any other agreements the applicable Registrant may have entered into with PR&S in connection with the Contest, and shall be final and binding, and shall provide for each party to bear its own costs of arbitration and attorneys' fees. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A JURY. Judgment upon the award of the arbitrator may be entered or enforced in any court of competent jurisdiction. If either party shall fail to appear at the hearing on the date designated in accordance with the rules of the American Arbitration Association, or shall otherwise fail to participate in the arbitration proceeding, the arbitrator is hereby empowered to proceed ex parte. In the event of any dispute concerning these Official Rules, the Site's Terms of Service or Privacy Policy, or any other agreement between the applicable Registrant and PR&S in connection with the Contest, Registrant's sole and exclusive remedy shall be to seek damages pursuant to an arbitration authorized by this Paragraph, and in no event will any entrant be entitled to seek injunctive or other equitable relief. If you do not agree to these requirements (or any other provision herein), do not participate in the Contest.

Privacy. Information submitted in connection with the Contest will be treated in accordance with these Official Rules and the Site's Privacy Policy, provided that in the event of any conflict between these Official Rules and such Privacy Policy, the terms and conditions of these Official Rules shall prevail.

Terms of Service. Information submitted in connection with the Contest will be treated in accordance with these Official Rules and the Site's Terms of Service, provided that in the event of any conflict between these Official Rules and such Terms of Service, the terms and conditions of these Official Rules shall prevail.

Invalidity/Headings. The invalidity or unenforceability of any provision of these Official 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 Official 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. Headings and captions are used in these Official Rules solely for convenience of reference, and shall not be deemed to affect in any manner the meaning or intent of these Official Rules or any provision hereof.

Winners List. After the end of each calendar month during the Contest Period beginning with October, 2005, the name of the Winner for the respective period will be posted on the Site.