So we know exactly why Ryan Seacrest and Lindsay Lohan have been hanging out together -- it all has to do with second chances.

Our sources say Ryan wants Lindsay to do a show he's producing with this premise -- a million bucks will be doled out to people who are on the wrong track and are looking for a second chance.

There will be a panel which decides who gets the dough. Contestants will tell their sob stories. No, Lindsay won't be a contestant -- she's on the panel. Sounds kinda like "Queen for a Day."

He told us he was just giving her "guidance" in her singing career -- but anyone who's ever listened to LiLo's Grammy-worthy "Confessions of a Broken Heart" clearly knows she doesn't need that.