To Enter: Write an essay of up to 500 words describing why you believe you need a makeover.

To submit entry: Visit www.lifetimetv.com between 12:00:01AM Eastern Time ("ET") on 6/29/06 and 11:59:59PM ET on 7/31/06 and complete and submit the Official Online Entry Form according to the instructions provided. Photograph: You must submit one corresponding unaltered color photograph (3 1/2" X 5" to 5" X 7") of yourself at the time you enter. All entries must be in English. Essay must be your original creation and essay and photo cannot have been previously published or submitted in any competition. Modification of an existing work does not qualify it as original. Limit one entry per person, per valid e-mail address and per household for the duration of the promotion period (6/29/06-7/31/06). Additional entries received from any person, e-mail address or household thereafter will be void. Mechanically reproduced, photocopied or facsimile entries are void. Lifetime Entertainment Services ("Sponsor") is not responsible for incomplete, lost, late, or misdirected entries or photographs or for inaccurate entry promotion-related information or for interrupted or unavailable network, server or other connections, miscommunications, computer or software malfunctions, telephone transmission problems or technical failures, garbled transmissions, damage to a user's computer equipment (software or hardware) or other errors or malfunctions of any kind whether caused by equipment, programming used in this promotion, mechanical or electronic problems, human error or otherwise.

Eligibility: Promotion is open to legal residents of the 50 United States and the District of Columbia 18 years or older as of 6/29/065. Employees and their immediate families (mother, father, brothers, sisters, sons, daughters and spouse) and those living in their households, of Lifetime Entertainment Services, Proctor & Gamble, and their respective parents, affiliates, subsidiaries, distributors, advertising and promotion agencies and suppliers, are not eligible. All federal, state and local laws and regulations apply. Void where prohibited by law.

Judging of Candidates/Selection of Winners: All entries (including photographs) will be judged on the following criteria: 1) Written Expression: 0-25 points; 2) Entry's demonstration of need for makeover: 0-25 points; 3) Originality: 0-25 points; and 3) Photograph:0-25 points. In event of a tie, essays will be re-judged based on Originality: 0-100 points. Ten (10) candidates ("Candidates") will be selected from eligible entries on or about 8/3/06 by an independent panel of judges supervised by Sponsor, consisting of Sponsor's online editorial staff, whose decisions will be final and binding in all matters relating to this promotion. The name, likeness and, at Sponsor's discretion, all or parts of the Candidates' written entries will be posted on www.lifetimetv.com on or about 8/3/06 through 8/24/06 ("Voting Period"), and during that Voting Period, users will be asked to vote for the three (3) Candidates who they believe should get a makeover. The three Candidates with the greatest number of votes each will be selected as winners, subject to Sponsor's confirmation of eligibility, a background check (including but not limited to any civil and criminal history), and such other documents/consents/releases and/or information as Sponsor shall require. Winners will be notified by telephone, email and/or mail on or about 8/25/06. In the event of a dispute as to the identity of an online entrant based on the email address submitted, entrant will be deemed the individual named on the applicable entry (not necessarily the authorized account holder of the email account at issue). Sponsor reserves the right, in its sole discretion, to void suspect entries or to modify, cancel, terminate or suspend this promotion (or any portion thereof) should virus, bugs, non-authorized human intervention or other causes beyond the control of Sponsor corrupt or impair the administration, security, fairness or proper play of the promotion and, in the event of cancellation, suspension or termination, at its discretion, select winner from all eligible non-suspect entries received prior to event requiring such cancellation, termination or suspension. The use of any device to automate the entry process is prohibited and any such entries are void. By participating, entrants agree to abide by these Official Rules. Sponsor or a person acting on its behalf may enter into communications with any entrant regarding this promotion at is sole discretion.

(3) Three Grand Prizes: Each prize: 3-day/2-night trip to New York City, that must be taken in October 2006 on dates agreeable to Sponsor, for winner and one (1) guest at least 18 years of age as of 6/29/06, at a hotel selected by Sponsor (in its sole discretion), but excluding meals (which will be the responsibility of the winner); unless the winner's residence is within 150 miles of New York City, round-trip coach air transportation to and from a major US airport nearest winner's residence (as determined by Sponsor in its sole discretion); makeover while winner is on the visit to New York City, at date and time to be determined by Sponsor (in its sole discretion), consisting of haircut, hair color and makeup, including Proctor & Gamble makeup and products; 2 Mamma Mia tickets and a check in the amount of $1,000 to winner that can be used toward a shopping spree. (Approximate Retail Value of each grand prize = $3,423). Actual value of prize may vary depending on winner's city of departure. Prize details not specifically set forth herein are at Sponsor's sole discretion. All costs, including federal, state and local taxes, and other expenses not specified here are the sole responsibility of the winner.

Miscellaneous: No transfer, assignment, or substitution of prize except by Sponsor. By entering, each entrant warrants and represents that his/her entry and photograph, if any, do not defame or otherwise violate the rights of any third party and do not violate any federal, state or local laws or ordinances. Entrants further warrant and represent that they have secured the requisite consent from any third party referenced in their entry and/or photograph and agree that Sponsor shall own the entries and photographs (and all material embodied therein), which will not be acknowledged or returned, and that Sponsor and its designees shall have the perpetual, worldwide right to edit, publish and use the entries, in whole or in part, and/or photographs, in whole or in part, in any way and in any and all media for trade, advertising, promotional and/or other purposes as Sponsor and/or its designees may determine without further consideration to or consent of entrants, winner or any third party. Entrants agree, by entering, that 1) Sponsor and Procter & Gamble, and their respective designees, parents, affiliates, subsidiaries, distributors, advertising and promotion agencies and suppliers shall have the right and permission to use (unless prohibited by law) entrant's written entry, in whole or in part, entrant's name, voice, city and state of residence, and/or photograph(s) and/or likeness(es) before, during and after makeover for advertising, and/or trade and/or any other purpose in any media (including online) now or hereafter known, without further compensation, permission or notification; and 2) The Sponsor, Proctor & Gamble, and their respective designees, officers, directors, employees, representatives and agents shall have no liability and will be held harmless by entrants for any liability, loss, injury or damage to entrants or any other person or entity, including personal injury, death or damage to personal or real property, due in whole or in part, directly or indirectly, by reason of entrant's participation in this Promotion, the use of any entry or photograph or acceptance, possession, and use or misuse of the prize. Entries deemed obscene or not in keeping with Sponsor's image shall be disqualified.

Winners' Name: For a list of the winners' names (available after 10/1/06), send a self-addressed, stamped envelope for receipt by 10/15/06 to: Lifetime's Next Stop, New You - Make Me Over Promotion Winners, Lifetime Television, 309 W49th Street, New York, NY 10019 or visit http://www.lifetimetv.com.