NEOCUTIIS MOTHERS DAY GIVEAWAY SWEEPSTAKES

OFFICIAL SWEEPSTAKES RULES

1. NO PURCHASE NECESSARY TO ENTER OR WIN. PURCHASE DOES NOT INCREASE CHANCE OF WINNING. ODDS OF WINNING DEPEND ON THE NUMBER OF ELIGIBLE ENTRIES RECEIVED.

2. SWEEPSTAKES DESCRIPTION: The Neocutis Mothers Day Giveaway Sweepstakes (the “Sweepstakes”) is offered only in and may be entered only from the United States. Sweepstakes begins at 12:01:00 AM Eastern Daylight Time (EDT) on April 21, 2008 and ends at 11:59:59 PM Eastern Daylight Time (EDT) on June 2, 2008.

3. SPONSOR: Neocutis, Inc. 3053 Fillmore Street, #140, San Francisco, CA 94123.

4. ADMINISTRATOR: Phoenix Press, 1775 Bellingham Troy, MI 48083.

5. ELIGIBILITY: The Sweepstakes is open only to legal residents of the United States who possess a valid driver's license and are 18 years of age or older at time of entry. Employees, and their immediate families (children, spouses, siblings, parents and spouses children) and household members, of Administrator, Sponsor, and their respective affiliates, retailers (including Physicians), subsidiaries, divisions, dealers, franchises, advertising and promotion agencies (“Sweepstakes Entities”) are not eligible. Void where prohibited or otherwise restricted by law. All federal, state and local laws apply.

6. AGREEMENT TO THE OFFICIAL RULES: By participating in the Sweepstakes, each entrant fully and unconditionally agrees to and accepts these Official Rules. The decisions of the Sponsor and the Administrator are final and binding in all matters related to the Sweepstakes. Winning a prize is contingent upon fulfilling all requirements set forth herein. Noncompliance with the Official Rules will result in disqualification and the forfeiture of any prize.

7. HOW TO ENTER: The Sweepstakes begins at 12:01:00 AM Eastern Daylight Time (EDT) on April 21, 2008 and ends at 11:59:59 PM EDT on June 2, 2008 (the “Sweepstakes period”). There is only one way to enter the sweepstakes: 1) INTERNET - Complete the online sweepstakes entry form at http://www.neocutis.phoenixpress.com/ (the "Website") and submit as directed during the “Sweepstakes period.” Limit of one entry per person or email address. In the event duplicate entries are received from any one person or e-mail address, the first entry processed will be considered the only valid entry received. Multiple entries from the same person or e-mail address or entries generated by a script, macro or other automated means will be disqualified. In case of dispute as to the owner of an online entry, the online entry will be deemed to have been submitted by the authorized account holder of the e-mail address from which the entry is made. The “authorized account holder” is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address. Entries that are incomplete or corrupted are void. Sponsor is not responsible for late, lost, illegible or damaged entries. Entries become the property of the Sponsor and will not be returned.

8. PRIZES/APPROXIMATE RETAIL VALUE (ARV): One (1) Grand Prize - The Gift of Younger Looking Skin: which includes cosmetic treatments with your physician - shall be awarded (ARV-$2000.00 USD). Twenty (20) First Place Prizes- The Gift of Younger Looking Eyes: which includes one (1) bottle Hyalis cream and one (1) bottle Lumiere cream shall be awarded (ARV-$125.00 USD). The total potential ARV of all 21 prizes is $4,500.00 USD. Winners are responsible for all taxes (federal, state and/or local) and any other expenses not listed, which relate to acceptance and use of prize. WI residents will not be responsible for sales tax. Prizes awarded may differ from any prizes shown in promotional materials. Prize specifics are within the Sponsor’s sole discretion. No cash or other substitution may be made, except by Sponsor, who reserves the right, in its sole discretion, to substitute a prize with another prize of comparable or greater value. The odds of winning depend on the total number of eligible entries received.

9. WINNER SELECTION: The potential Grand Prize and First Place Winners will be selected in a random drawing on or about noon on June 9, 2008 from among all eligible entries received. The Grand Prize and First Place Winners, and any alternates, will be drawn by Sponsor or Administrator at Neocutis, Inc. 3053 Fillmore Street, #140, San Francisco, CA 94123 whose decision shall be final and binding.

10. NOTIFICATION OF POTENTIAL WINNERS: The potential prize Winners will be notified within 7 days of selection by telephone, mail and/or email. The Potential Prize Winners must comply with all terms and conditions of these Official Rules and winning is contingent upon fulfilling all said requirements. The Potential Prize Winners are not a winner until he/she has completed, signed and returned all required documentation, which may include an Affidavit of Eligibility, Publicity Release and Liability Waiver and Sponsor has verified eligibility. Potential winning entrants will have seven (7) days from receipt of winning notification to complete all necessary forms by mailing to Neocutis Mothers Day Giveaway Sweepstakes c/o Neocutis, Inc., ATTN: Liz Di Trapani, 512 E. Eleven Mile Road, Suite 100, Royal Oak, MI 48067. If a prize notification is refused or returned as undeliverable, or if a potential Prize Winner fails to timely return the properly executed documentation within the specified time period, chooses to decline the prize for any reason, or fails to comply with these Official Rules, the potential Prize Winner will be disqualified and another eligible entrant may be selected. Except where prohibited by law, entry and acceptance of a prize constitutes permission for Sponsor to use winner's name, home town, likeness, statements and other personally identifiable information for advertising and marketing of Sponsor's products, services and consumer promotions in any media throughout the world without additional prize, incentive, consideration, consent or review; and upon request, winner will provide written consent to such use. Winners may not transfer, exchange or redeem any Prizes for cash; however sponsor reserves the right to substitute, in whole or in part, a prize of comparable or greater value at its sole discretion. All decisions of Sponsor and/or judges shall be binding and final.

11. RELEASE AND DISCLAIMER OF LIABILITY: By participating in the Sweepstakes and accepting a prize, the winner agrees to release and hold harmless the Sponsor and Sweepstakes Entities from any and all damages, injuries, claims, causes of action, or losses of any kind including without limitation, personal injury, death, property damage, defamation, infringement of intellectual property rights, and any claims based on the rights of publicity and privacy. Each entrant hereby agrees to indemnify and hold the Sponsor and Sweepstakes Entities harmless from and against any and all claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses. Entrant further agrees that in any cause of action, the Sponsor and Sweepstakes Entities’ liability will be limited to the cost of entering and participating in the Sweepstakes, and in no event shall the Sponsor and Sweepstakes Entities be liable for attorney’s fees. By entering, participants (a) agree to be bound by these Official Rules and the decisions of the Sponsor and Administrator, which shall be without legal or other recourse and final in all respects; (b) release Sponsor and Sweepstakes Entities from any and all liability for any claims, costs, injuries, losses or damages of any kind caused by their participation, including the unauthorized or illegal access to personally identifiable or sensitive information or the acceptance, possession, use, or misuse of the prize; and (c) acknowledge that said parties have neither made nor are in any manner responsible or liable for any warranty, representation or guarantee, expressed or implied, in fact or in law, relative to the prize. Noncompliance with the Official Rules will result in disqualification and the forfeiture of any prize.

The Sponsor and Sweepstakes Entities are not responsible for and Entrant waives the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages including but not limited to damages caused or contributed by (a) unauthorized human intervention in the Sweepstake; (b) any error, omission, interruption, deletion, defect, delay in operations or transmission, theft, destruction or unauthorized access to or alterations of entry materials or any human errors; (c) for technical, network, telephone, computer, hardware or software malfunctions of any kind, or inaccurate transmission or processing of, or failure of Sponsor or Sweepstakes Entities to receive entry information on account of technical problems or traffic congestion on the Internet or at any Web site or any combination thereof (d) printing errors; (e) a lost, late, postage-due, misdirected, illegible, damaged, undeliverable or otherwise deficient entry; (f) errors in the administration of the Sweepstakes or the processing of entries; or (g) injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from entrant’s participation in the Sweepstakes or receipt/use of any prize.

Sponsor reserves the right, in its sole discretion, to terminate, cancel, suspend or modify the Sweepstakes in its entirety, or any portion thereof if its integrity, fairness or proper operation is undermined, or corrupted as a result of technical or other reasons or because of any illegal or non-authorized intervention or any other factor beyond Sponsor’s reasonable control. In that event, Sponsor will select winners from all eligible entries received prior to such modification or cancellation and will post notification of such action on http://www.neocutis.phoenixpress.com/. CAUTION: ANY ATTEMPT BY A CONTESTANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO COOPERATE IN THE PROSECUTION OF ANY SUCH INDIVIDUAL(S) AND TO PURSUE ALL REMEDIES TO THE FULLEST EXTENT PERMITTED BY LAW.

12. PUBLICITY: By participating in the Sweepstakes, Winner also consents to Sponsor’s and its respective designees use of the winner’s and name, photograph, voice, biographical information, and likeness in any and all media for promotional purposes without further payment or consideration, except as prohibited by law.

13. PRIVACY: Except as noted in these rules, information collected from entrant is used only for the purpose of the prize drawing and to notify the winner, and will not be re-used, sold or shared in any manner by Sponsor or any third parties unless entrant has elected to receive additional information and promotional material from Sponsor or a third party. Once the Sweepstakes has ended, all information supplied by entrants will be removed from the database.

14. Disputes: Entrants agree that any and all disputes, claims and causes of action arising out of, or connected with, the Sweepstakes or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate court located in Oakland County, Michigan, USA. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, entrant's rights and obligations, or the rights and obligations of the Sponsors in connection with the Sweepstakes, shall be governed by, and construed in accordance with, the laws of State of Michigan, without giving effect to any choice of law or conflict of law rules (whether of the State of Michigan or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than State of Michigan USA. Any and all claims, judgments and awards shall be limited to actual out of pocket costs incurred, including costs associated with entering this Sweepstakes but in no event attorney’s fees.

15. SWEEPSTAKES RESULTS/WINNERS: To obtain the names of the winners please visit http://www.neocutis.phoenixpress.com/ approximately 21 days from the end of the sweepstakes . The complete list of winners will be posted and accessible for 30 days.