INTRODUCTION. The Vermont Teddy Bear Company is hosting the 2009 ‘Design a Valentine’s Day Bear for Vermont Teddy Bear’ contest (the "Contest"). The Contest gives participants the opportunity to compete and design a new love inspired teddy bear for Vermont Teddy Bear. The winner will win $500.00 and a 15 inch replica of their winning bear design. Four runners up will also receive a 15 inch bear of their choice from our current Vermont Teddy Bear product offerings. Following are the official rules to Contest.

VERMONT TEDDY BEAR COMPANY:
The Vermont Teddy Bear Company
6655 Shelburne Road
Shelburne, VT 05482

ELIGIBILITY:
NO PURCHASE NECESSARY. Contest is open to residents of the United States and its territories who are at least 18 years of age. Void where prohibited by law. If this type of contest is prohibited by state or local law in your place of residence, do not enter the contest. Employees of The Vermont Teddy Bear Company and its affiliates, subsidiaries, advertising and promotion agencies and their immediate family members (defined as parents, children, siblings, spouse, and life partners) and/or those living in same household of each are not eligible to enter the Contest.

TO ENTER.
The Vermont Teddy Bear Company invites you to design a Valentine’s Day teddy bear. To enter the Contest, go to www.showheryouknowher.com during the Promotion Period (as defined below) and follow the instructions to enter a description of your design. Your entry will require information such as your name, e-mail address and telephone number, as well as the name of the teddy bear you designed, and an accompanying tag line. All teddy bear designs must be submitted on this webpage in text format and must include a name and a tag line for the teddy bear. By doing the above, each eligible entrant will be entered into the Contest and will qualify as a participant ("Participant").

All Teddy bear designs submitted must be the original work of Participant. “Original” means it must not have been previously exhibited, recorded or transmitted, and must not contain the trademarks, designs, copyrighted works, intellectual property, names, likenesses or images of any person or entity or otherwise infringe upon the copyrights, trademarks privacy, publicity or other intellectual property rights of any person or entity. By entering the Contest you are representing to The Vermont Teddy Bear Company that your design is Original as defined above.

The promotion period for contest entries will run until 12:00 pm EST on February 8, 2008. The Vermont Teddy Bear Company will select the finalists by February 10. 2008. Online voters will be polled on the top five finalists between February 10 and February 15, 2008. The winner and four 4 runners up will be announced on February 18, 2008. The winner and runners up will be notified by email by February 20, 2008.

USE OF TEDDY BEAR DESIGNS
The designs chosen as finalists will be the property of The Vermont Teddy Bear Company. Entries shall not be returned. The Vermont Teddy Bear Company shall have an irrevocable, perpetual, universe-wide, fully paid-up and royalty-free interest to copy, excerpt, edit and repurpose the teddy bear designs submitted and accepted as finalists (including, without limitation, by means of digitizing or otherwise encoding all submitted teddy bear designs), and to use, re-use, publish, re-publish and otherwise exploit such Teddy bear designs in whole or in part, individually or in conjunction with other photographs or images, in any and all media now known or hereafter devised and for any purpose whatsoever, including, without limitation, for use in advertising, promotion and trade and on merchandise, throughout the universe and to use the name, likeness and photograph of each Participant in connection therewith if Vermont Teddy Bear Company so chooses in its sole discretion without any additional compensation to Participant in the future. Each Participant agrees that they will not be compensated for submitting any Teddy bear design and only the finalists will receive prizes. Only teddy bear designs which are submitted in accordance with all applicable rules governing this Contest will be eligible for selection.

TIMING.
The Contest begins at 12:00 a.m. EST on Feb. 4, 2008, and ends at 12:00 a.m. EST Time on February 10, 2008 (the "Promotion Period"). To qualify, entries must be received at The Vermont Teddy Bear Company between 12:00 AM on Feb. 4, 2008 and 11:59 PM EST on February 8, 2008. Entries received prior to or after the Promotion Period are disqualified.

For purposes of these Official Rules, “receipt” of an online entry occurs when The Vermont Teddy Bear Company’s servers record the entry information. Any automated computer receipt (such as one confirming delivery of email) does not constitute proof of actual receipt by The Vermont Teddy Bear Company of an entry for purposes of these Official Rules. In the event of a dispute about the identity of an online entrant, each online entry will be declared made by the authorized account holder of the email address submitted at the time of entry. “Authorized account holder” is defined as the natural person who is assigned to an email address by an Internet Access Provider, online service provider, or other organization (e.g. business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address. The potential winner may be required to provide proof that s/he is the authorized account holder of the email address associated with the winning entry in order to claim a prize.

AGREEMENT TO OFFICIAL RULES:
Participation in the Contest constitutes entrant's full and unconditional agreement to and acceptance of these Official Rules and Vermont Teddy Bear Company's Privacy Policy and willingness to be contacted by telephone and/or email. If any provisions of these Official Rules are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect.

SELECTION OF POTENTIAL WINNER.
The Vermont Teddy Bear Company will judge all teddy bear designs submitted based on originality, marketability, and suitability for Valentine’s Day and will select the top five designs on February 10, 2008. The five finalists will be notified via email on February 10, 2008. The five finalists will be judged by online viewersBased on the results of the online poll, Vermont Teddy Bear will select the grand prize winner and four runner ups from among the five finalists. Online polling regarding the finalists will take place between February 10, 2008 and February 15, 2008. Potential winners must comply with all terms and conditions set forth in these Official Rules and winning is contingent upon fulfilling all requirements.

PRIZE.
The Grand Prize winner ("Winner") will receive $500.00 and a 15 inch production of their winning design as interpreted and constructed by The Vermont Teddy Bear. The four runner ups will receive a 15 inch bear of their choice from the current offering of Vermont Teddy Bears, subject to availability. The winner and runners up will be notified by email by February 20, 2008. If winner or runner up does not respond to claim a prize within 30 days, the prize will be forfeited. Prizes will be issued within 30 days after the winner or runner up responds to claim the prize. The Vermont Teddy Bear Company reserves the right to substitute prizes in its sole discretion and to substitute, add or eliminate elements of the winning teddy bear design in producing the bear for the winner’s prize and for commercial applications. Prizes will be delivered by a method determined by The Vermont Teddy Bear Company in its sole discretion. Prizes may not be redeemed for cash value. Winners will be responsible for payment of any tax obligations that may arise as a result of receiving a prize.

GENERAL CONDITIONS.

The Contest is governed by the laws of the State of Vermont. Participants in the Contest hereby consent to the exclusive jurisdiction of the state and federal courts in Chittenden County, Vermont for any causes or controversies arising out of the Contest. Each participant waives any and all objections to jurisdiction and venue in these courts. By entering, participants agree to release The Vermont Teddy Bear Company and its affiliates and subsidiaries and each of their respective officers, directors, employees and agents, from any and all liability, loss, or damage arising out of participation in this Contest or with respect to awarding, receipt, possession, use and/or misuse of any prize.DESIGN SUBMISSION TERMS AND CONDITIONS
By submitting your idea or design (together, the “Design”) you acknowledge that The Vermont Teddy Bear Company (“Sponsor”) is evaluating your Design for its possible use in a Vermont Teddy Bear product (the “Items”) and you agree to the following terms and conditions (the “Design Submission Terms and Conditions”):

A. You acknowledge that the Design you submit to Sponsor is your own Original work, has not been previously published, and does not contain any trademarks, logos, copyrighted material, or any other intellectual property belonging to any third party. You agree to indemnify Sponsor from any claim of infringement brought against Sponsor.

B. By submitting your Design, you agree that you will not reproduce, sell, or submit the Design to others for any commercial purpose for one hundred eighty (180) days after the date of submission. Once the one hundred eighty (180) days have passed, if your Design was not selected as a finalist or the winner, and Sponsor has not otherwise contacted you about using the Design, you are free to use the Design for any commercial or non-commercial purpose. Sponsor reserves the right to utilize a Design that was not a finalist or the winner after the one hundred eighty (180) days have passed, on the condition that the Design has not been transferred or assigned to a third party or used for commercial purposes on any items produced by other companies such that use by Sponsor would constitute infringement.

C. If your Design is selected as a finalist, you acknowledge and agree that by submitting your Design and accepting a prize as winner or runner up, you assign to Sponsor or its designee all right, title, and interest in and to the Design, including copyright, including the right to sue third parties for past infringement and the right to further sublicense the Design, for its sole and exclusive use in connection with the items. You also acknowledge and agree that by submitting your Design and accepting a prize as winner or runner up you waive all common law rights that you may have in and to your Design.

D. If your Design is selected as a finalist, Sponsor may use the Design in any manner on or in connection with the items, including but not limited to: reproducing the Design, selling items bearing the Design, changing or reworking the Design by making color, style or size changes, making derivative works of the Design, using the Design on Sponsor’s website and/or those if its sister companies and on their promotional materials, and registering the Design with the U.S. Copyright Office in the name of Sponsor or its sister companies as the Claimant, and you as the author. You agree to provide Sponsor with information as may be required in order to register the copyright in the Design if Sponsor so requests, at no cost.

E. If your Design is selected as a finalist, you may not use the Design (or derivatives of the Design) or allow others to use the Design (or derivatives of the Design) on any items, as described above; you agree to accept the Prize awarded to you as a winner or runner up as your sole compensation for the Design; and you waive any claim for future compensation related to the Design.

CAUTION: ANY ATTEMPT BY A PARTICIPANT OR ANY THIRD PARTY TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY BE A VIOLATION OF LAW AND SHOULD SUCH AN ATTEMPT BE MADE, THE VERMONT TEDDY BEAR COMPANY RESERVES THE RIGHT TO SEEK ALL LEGAL REMEDIES INCLUDING CIVIL DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.