The increase in sexual exploitation of children can be attributed to the lack of legislative prohibition, the failure of law enforcement and the courts, and the breakdown of the family unit. Sexual exploitation of children takes three forms: sexual abuse, child prostitution, and child pornography. Runaways are particularly vulnerable to victimization by prostitution and pornography operations. The absence of large population centers offers no guarantee that children from less urban States are free from sexual exploitation. A recent investigation of several cities, including Charlotte, N.C., found a surprising amount of child prostitution and pornography in Southern cities. Moreover, only 11 States have a more severe runaway problem than North Carolina. The most effective way to prevent actual or potential sexual exploitation of children is through strong State laws. The Federal Child Abuse Prevention and Treatment Act of 1974 established a Center to provide technical and financial assistance to local agencies that was partly a response to inadequate State laws. North Carolina is one of the few States that has not yet adopted legislation to deal more broadly with the sexual exploitation of children. Many States that have enacted such laws have failed to provide meaningful or enforceable sanctions, have not included the offense of sexual abuse of children, or have not defined the offense sufficiently. This paper proposes a model statute divided into three components: sexual abuse, prostitution, and pornography. It analyzes each section of the model law and explores the constitutional ramifications of its pornography provisions in light of a New York Court of Appeals decision in which similar legislation was held unconstitutional. The paper provides 142 footnotes.