WORLD OF WAVERLY

85TH ANNIVERSARY DECORATING CONTEST

Official Rules

NO PURCHASE NECESSARY TO ENTER.

Share your story of how Waverly helped make your home and family a happier place. Send us a brief essay and up to 5 photos of your Waverly home decorating project and one Grand Prize winner will come to New York City and meet with Sandra Lee, Home & Style expert and host of the Emmy-nominated television series “Semi-Homemade Cooking with Sandra Lee,” for a style consultation. The expert judges, who will include editors of Family Circle magazine, will select the winners. So tell us how Waverly contributed to your personal happiness.

1. Contest Period/Sponsor: The “World of Waverly 85^th Anniversary Decorating Contest” (the “Contest”) begins at 12:00:01 AM Eastern Daylight Time (“EDT”) on June 1, 2008 and ends at 11:59:59 PM EDT on July 31, 2008 (the “Entry Period”). Sponsor: WVIP Holdings, Inc., 261 5^th Avenue, Suite 401, New York, NY 10016.

2. Eligibility: Contest is open to legal residents of the 50 United States or Washington, D.C., ages 18 years of age or older. Employees of Sponsor, NexCen Brands, Inc., Meredith Corporation, Jo-Ann Fabric & Craft Stores, Inc. and each of their respective parent, subsidiaries, affiliates, as well as its advertising and promotional agencies and anyone involved in the development, administration, fulfillment and execution of the Contest (collectively, “Contest Entities”) and the immediate family members (spouse, parent, child, sibling) are not eligible to enter or win.

3. How to Enter: There are two methods of entry: Method #1: To enter online during the Entry Period (1) visit http://www.waverly.com, http://www.familycircle.com, http://www.joann.com or http://www.semihomemade.com (the “Contest Web Sites”); and look for the contest icon (2) complete the Contest Registration Entry form, which requires an essay of 100-250 words describing how Waverly helped make your home and family a happier place (“Essay”) along with your name, address, date of birth, email address and phone number, (3) upload at least 1 but no more than 5 photos (“Photo(s)”), and (4) submit your Entry form (“Online Entry(ies)”). Online Entries must be received by 11:59:59 PM EDT on July 31, 2008. The person named on the Contest Entry form will be deemed the entrant ("Entrant"). In the event of a dispute regarding the identity of an Entrant, said dispute will be resolved in favor of the individual who is the "authorized e-mail account holder" of the Online Entry. Method #2: To enter by mail, (1) send your name, address, date of birth and phone number, along with your Essay and Photos and mail postage pre-paid to Waverly Decorating Contest 261 Fifth Ave. Suite 401, New York, NY 10016(“Mail In Entry(ies)”). Mail In Entries must be postmarked by July 31, 2008 and received by August 7, 2008. Limit one (1) Entry per person/email address, regardless of method of entry. Subsequent Entries will be disqualified. Entries must be submitted by an individual; no group entries allowed. Incomplete, unreadable, unintelligible or otherwise non-compliant Entries will be disqualified. Entries will not be acknowledged or returned. Proof of submission of an Entry does not constitute proof of receipt by Sponsor.

4. Requirements for Entry: Your Entry must comply with the following and you represent and warrant:

• Your Essay, and all elements thereof, is original with you and is not copied from any other work and does not infringe upon the rights of any third party;
• Your Photos, and all elements thereof, are original with you and are not copied from any other work and do not infringe upon the rights of any third party and to the extent any elements were created by a third party (“Third Party Participants”), you own all right, title and interest to said elements or those elements are in the public domain;
• If the Photos depict anyone other than yourself, you have received permission from the person(s) depicted in the Photos to submit the Photos in this Contest and to grant the rights granted to Sponsor herein;
• Essays and Photos may contain or refer to Waverly’s products, designs, brand or logos;
• Please note the following: Essays and Photos may not contain or refer to any other companies’ or product names, brands, trademarks or logos; or advertising campaigns.
• Photos cannot be animated gifs.
• Photos cannot exceed 5MB each in size if submitted online and must be no smaller than 2”x2” and no larger than 4”x6” if submitted by mail;
• Essays and Photos cannot contain offensive material or any elements such as nudity, graphically violent imagery, sexually suggestive imagery, or material that is racially insensitive, profane, slanderous, disparaging to any person or third party, offensive to good taste, discrimininatory on the basis of sexual orientation, religion or race, or which visually depicts alcohol, illegal drug use or gambling or is contrary to the interests of any of the Contest Entities or the corresponding Entries will be disqualified, as determined in the sole discretion of the Sponsor.
• Once an Entry is received it cannot be modified or edited.

5. Ownership/Use of Entries: Entrants retain ownership of the Photos and Essays they submit, however, by entering you, on behalf of yourself and any Third Party Participants, grant Contest Entities the perpetual, fully-paid, irrevocable, non-exclusive license to reproduce, prepare derivate works of, distribute, display, exhibit, transmit, broadcast, televise, digitize, otherwise use, and permit others to use and perform throughout the world the Photos and Essays in any manner, form, or format now or hereinafter created, including on the internet, and for any purpose, including, but not limited to, advertising or promotion of Contest Entities and Contest Entities’ goods and/or services, all without further consent from or payment to you or any third party. Although it is intended winners’ Essays and Photos will be posted on the Contest Web Sites and may be published in Family Circle Magazine, Contest Entities have no obligation to post or publish your Essay or Photos and any such publication or postings will be in Sponsor’s sole discretion. In addition, by submitting an Entry, Entrants acknowledge that, by acceptance of an Entry, Contest Entities, do not waive any rights to use similar or related designs that might be contained in an Entry which was previously known to Sponsor, or developed by its employees, or obtained from sources other than Entrant, or rights to use similar or related ideas without any restriction whatsoever, or further obligation to Entrants or any Third Party Participants.

6. Prizes: Grand Prize: One (1) Grand Prize Winner will have his/her Photo and Essay featured in a future issue of Family Circle Magazine and on the Contest Web Sites and will receive a trip for two for Grand Prize Winner and guest to New York City and a meeting with Sandra Lee, which will include: two round trip coach class tickets to New York City from a major commercial airport in the 50 United States or Washington D.C. near the Grand Prize Winner’s primary residence, as determined by Sponsor, which must be booked at least 14 days prior to departure (Sponsor reserves the right to provide ground transportation in lieu of air if First Prize Winner lives within 150 miles of New York City); two nights hotel accommodations in New York City (based on double occupancy); ground transportation to and from airport and hotel; a meeting for Grand Prize Winner only with Sandra Lee (“Event”) and visit to the Waverly showroom for a style consultation for the Grand Prize Winner’s home. Efforts will be made to set the date of the Event at a time that is mutually agreeable to the Grand Prize Winner, Sandra Lee and Waverly/Family Circle schedules. Final scheduling, however, will be determined at the sole discretion of the Sponsor. In the event the Grand Prize Winner cannot accommodate the date chosen, Sponsor’s only obligation will be to award the remainder of the Grand Prize. All other expenses not mentioned herein, including but not limited to, all ground transportation, food, beverages, additional hotel amenities or fees and gratuities, which are the responsibility of Grand Prize Winner and his/her guest. Grand Prize Winner and Guest must travel on same itinerary. Guest must be over the age of 18 at time of travel. Certain blackout dates and material restrictions may apply. Travel must be completed by 5/31/2009. (Approximate Retail Value (“ARV”) $2,000, depending on time/date and place of departure). Runner Up Prizes: Five (5) Runner Up Prize Winners will receive a one year subscription to Family Circle magazine (ARV: $20.00), Waverly products (ARV $100, and a JoAnn Store gift card worth $100 (ARV $220 for each Runner Up Prize). All federal, state and local taxes on prizes, if any, are the sole responsibility of the winners. The Sponsor will issue and file an IRS form 1099 in the name of the Grand Prize Winner for the value of the prize awarded. Prizes are non-transferable, can not be substituted or redeemed for cash, except in the sole discretion of the Sponsor if a prize becomes unavailable in which case Sponsor will provide a prize of equal or greater value.

7. Winner Selection: One Grand Prize Winner and Five Runner Up Prize Winners will be chosen as by a panel of judges who will include editors of Family Circle Magazine determined by the highest scores received based on the following criterion: (1) originality (10%), (2) creativity (10%), (3) expression (10%), (4) quality of image (10%), and (5) the extent to which Entries reinforce Waverly brand messages of creating happiness in the home (60%). The 6 winner’s Photos and Essays will be posted on line Contest Web Sites and in future Waverly e-newsletters. In the event of a tie, the tying Entries will be re-judged based on the extent to which Entries reinforce Waverly brand messages of creating happiness in the home. Judging is scheduled to take place on or about August 31, 2008.

8. Runner Up/Winner Notification: Sponsor will notify potential winners on or about September 15, 2008, by e-mail, phone and/or postal mail. The winners (and their parents/legal guardians, if a winner is a minor, as determined by the laws of the state in which they reside (“Minor”)) will be required to execute an affidavit of eligibility, liability release, publicity release and grant of rights (collectively, “Release”) and ALL Third Party Participants (and their parents/legal guardians, if any such Third Party Participants are Minors) will be required to execute a release and assignment (collectively, “Assignment”). If a potential winner does not respond to the notification or if a potential winner or Third Party Participant does not return executed Release within seven (7) days of the date of notification, or if an Entry is found to be ineligible for any reason, the potential winner will be disqualified and will forfeit any rights to the prize and a runner up will be selected as the winner. The Winner’s guest must also execute a travel release prior to travel (or have said release signed by a parent or legal guardian if guest is a Minor). By entering this Contest, unless prohibited by law, each Entrant grants to the Contest Entities the right to use, display, distribute or publish such Entrant’s name, likeness, photograph, voice, address (city and state), biographical information, and any material based thereon or derived therefrom, and his/her Entry or to refrain from so doing, in any manner in any and all media, whether now known or hereafter devised, anywhere in the world in perpetuity without limitation or compensation and without additional notice. Acceptance of a prize constitutes a waiver, by Entrant, and Third Party Participants, if any, of any claims to compensation, royalties, or other remuneration for all uses of the Entry by Contest Entities or their respective agents that are permitted or granted hereunder.

9. General Conditions: By participating, Entrants (and their parents or legal guardians if Entrants are Minors) agree (a) to be bound by these Official Rules and the decisions of the Sponsor and the judges, which shall be final in all respects, (b) agree that any dispute arising under this Contest will be governed by, and construed in accordance with, the laws of the State of New York, United States of America, without giving effect to any choice of law or conflict of law rules, (c) consent to the jurisdiction and venue of the federal, state, and local courts located in New York, and (d) hereby release the Contest Entities, and each of their respective officers, directors, agents, representatives and employees; and each of these companies and individuals' respective successors, representatives and assigns (collectively, the "Released Parties") from any and all actions, claims, injury, loss or damage arising in any manner, directly or indirectly, from or in connection with participation in this Contest and/or acceptance or use of any awarded prize. The Released Parties shall not be liable for: (i) late, lost, delayed, stolen, misdirected, incomplete, unreadable, inaccurate, garbled or unintelligible entries, communications or documents, regardless of the method of transmission; (ii) telephone system, telephone or computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays, inability to upload or download or transmission errors; (iii) data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials; (iv) any injuries, losses or damages of any kind caused by any prize or resulting from the acceptance, possession or use or misuse of such prize, or from participation in the Contest; or (v) any printing, human typographical, administrative or technological errors in any materials associated with the Contest. Sponsor disclaims any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with this Contest, and reserves the right, in its sole discretion, to cancel, modify or suspend the Contest should a virus, bug, computer problem, unauthorized intervention, human error or other error, corrupt the administration or security of the Contest. Sponsor shall not be responsible if the Contest cannot be implemented or if a prize cannot be awarded due to delays or interruptions due to acts of God, acts of war, strikes, governmental action, natural disasters, weather or acts of terrorism. Any and all disputes, claims, and causes of action arising out of or in connection with this Contest, shall be resolved individually, without resort to any form of class action. ANY CLAIMS, JUDGMENTS AND/OR AWARDS SHALL BE LIMITED TO ACTUAL OUT-OF-POCKET COSTS ASSOCIATED WITH ENTERING THIS CONTEST. ENTRANT (AND THEIR PARENTS OR LEGAL GUARDIANS IF ENTRANTS ARE MINORS) HEREBY WAIVE ANY RIGHTS OR CLAIMS TO ATTORNEY’S FEES, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ENTRANT OR THIRD PARTY PARTICIPANTS, WHETHER FORESEEABLE OR NOT AND WHETHER BASED ON NEGLIGENCE OR OTHERWISE. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE THE CONTEST WEB SITES OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE CONTEST. SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSOR RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

By participating in the preparation of an Entry, all Third Party Participants are deemed to make the representations and agreements set forth in these Official Rules and may be required to execute documents to that effect before an Entry may be entitled to receive any prize. Should any Third Party Participant fail to comply with the Official Rules or in the event of any dispute between the Entrant and any Third Party Participants regarding any aspect of the Contest, Sponsor reserves the right to disqualify the Entry.

10. PRIVACY POLICY: Any personal information supplied by you when entering this Contest will be subject to the Contest Entities’ privacy policy posted on the applicable Contest Web Sites. In addition, unless prohibited by the applicable privacy policy or by law, by entering the Contest, you grant the Contest Entities permission to share your email address and any other personally identifiable information with the other Contest Entities, and any other organizations affiliated with the sponsorship, fulfillment, administration, prize support, advertisement or promotion of the Contest, for the purpose of administration, judging and prize fulfillment.

11. OFFICIAL RULES AND Prize Winner List: For a copy of these Official Rules, (or the name of the winners, available after October 1, 2008), mail a self-addressed, stamped envelope to: “World of Waverly 85^th Anniversary Decorating Contest” Winner's List or Rules,261 Fifth Ave. Suite 401, New York, NY 10016. (VT residents may omit return postage from Rules requests). Requests must be received by December 1, 2008.