OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN A PRIZE. A purchase will not increase your chances of winning. VOID WHERE PROHIBITED. The entry period for the Paramount Pictures "Disturbia" Sweepstakes (the "Sweepstakes"), sponsored by Paramount Pictures Corporation (the "Sponsor"), begins March 14, 2007 at midnight Pacific Time ("PT") and ends April 14, 2007 at 11:59 p.m. PT (the "Entry Period"). Sponsor's computer will serve as the official time keeping device for the Sweepstakes. All federal, state and local rules apply.

1. ELIGIBILITY:

The Sweepstakes is open to individuals who are at least 18 years of age on the date of entry and are legal residents of and physically residing in the 50 United States or the District of Columbia (excluding Puerto Rico and United States territories, possessions, and protectorates, and foreign based United States military installations). Sponsor, employees of Sponsor, and all of Sponsor's partners, parent companies, divisions, subsidiaries, affiliates, including DreamWorks L.L.C., trustees, franchisees, licensees, distributors, advertising, promotion and public relations agencies and their respective officers, directors, employees, agents, independent contractors, representatives and agencies (collectively, the "Sponsor Affiliates") are not eligible to participate in the Sweepstakes and/or win a Prize (as defined below). Additionally, immediate family members of such employees and persons living in the same household as such employees (whether related or not) are not eligible to win. For the purposes of this Sweepstakes, "immediate family members" is defined as spouse, domestic partner, parent, in-laws, grandparent, brother, sister, children and grandchildren.

2. HOW TO ENTER:

The only way to enter the Sweepstakes is to log on to www.disturbia.com/seventeen/ during the Entry Period and fill out the entry form. You will be required to provide at least the following information: your name, date of birth, address (P.O. Box address not accepted), daytime telephone number and e-mail address. Limit: one (1) entry per person during the Entry Period. Duplicate entries will be disqualified and only the first entry will be entered into the national Sweepstakes drawing. All entries become the exclusive property of Sponsor and will not be returned. If a dispute arises regarding who submitted an on-line entry, the authorized account holder of the email address used to enter will be deemed to be the potential contestant. 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. Potential winners may be required to show proof of being the authorized account holder.

3. SELECTION OF SWEEPSTAKES WINNER

Sponsor will select via random drawing one (1) Winner from among all non-suspect eligible entries received by the close of the Entry Period. That drawing will occur on or about April 22, 2007 at a time and at a place selected in Sponsor's sole discretion. The potential Winner of the Sweepstakes will be notified via telephone or e-mail on or about April 22, 2007 that he or she, subject to verification and such potential winner's availability, is the Winner of the Prize (as defined below). Sponsor will not be required to leave a recorded message on the potential Winner's telephone. If the potential Winner, upon Sponsor's first attempt to reach him/her cannot be reached within a reasonable time (as determined by Sponsor) of the date of first notification attempt or declines the Prize, such person may be disqualified and an alternate entry may be randomly drawn. Return of any prize/notification as undeliverable or as rejected may result in disqualification and the awarding of the prize to an alternate winner, If the potential winner, within forty-eight (48) hours of receipt of Sponsor's Prize notification, (i) fails to return a completed affidavit of eligibility, liability/publicity release, or other documents(s) as required by Sponsor via fax or (ii) fails to provide Sponsor with a copy of his/her valid government issued photo identification and social security number via fax, an alternate Winner may be selected in Sponsor's sole discretion. If the potential Winner is found to be ineligible, an alternate Winner may be selected in Sponsor's sole discretion.

4. WINNERS/PRIZES:

The Winner of the Sweepstakes will be awarded the following prize (the "Prize"): One advanced screening of "Disturbia." The approximate retail value ("ARV") of the Prize is $1,000. If Winner is a minor in Winner's state of residence, the Prize will be awarded in the name of that Winner's parent or legal guardian.

Decisions made by Sponsor are final in all matters, including interpretation of these Official Rules and awarding of the Prize, and cannot be challenged or appealed. No substitutions of the Prize are offered, except that Sponsor reserves the right in its sole discretion to substitute a Prize(s) or any portion of a Prize(s) for a prize(s) of equal or greater value. No transfer of a Prize(s) to a third party is permitted and the cash value of a Prize(s) will not be awarded in lieu of a Prize where it applies, except in Sponsor's sole discretion. Any applicable federal, state and local taxes, including, without limitation, excise tax (including sales tax), and other expenses not specifically set forth herein are the sole responsibility of each Winner (as applicable). The value of the Prize set forth above represents Sponsor's good faith determination of the ARV thereof. That value is final and cannot be challenged or appealed. Any difference between the ARV and the actual value of the Prize will not be awarded in cash.

5. LIMITATION ON LIABILITY/DISCLAIMER:

All entries must be completed in full in order to be eligible. Any attempted form of entry other than as described herein is void. Entries generated by a script, macro or other automated means will be disqualified. Incomplete, illegible, and corrupted entries are void. Sponsor reserves the right, in its sole discretion, to disqualify any individual (and his/her entry) who tampers with the entry process.

Any person who supplies false information, enters by fraudulent means, or is otherwise determined to be in violation of these Official Rules in an attempt to obtain a Prize will forfeit the Prize won and may be prosecuted to the fullest extent of the law. Each Sweepstakes entrant further agrees to not knowingly: damage or cause interruption of the Sweepstakes or prevent others from using the Sweepstakes.

CAUTION: ANY ATTEMPT TO UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES VIOLATES CRIMINAL AND/OR CIVIL LAWS. IF SUCH AN ATTEMPT IS MADE, SPONSOR MAY DISQUALIFY ANY SWEEPSTAKES ENTRANT MAKING SUCH ATTEMPT AND SPONSOR MAY SEEK DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW.

Sponsor and Sponsor Affiliates are not responsible for errors in any Sweepstakes-related promotional or marketing materials (including, without limitation, typographical or other errors in these Official Rules), for human errors, lost, late, incomplete, destroyed, forged, damaged, tampered with, mass machine generated, unintelligible, incomprehensible, misdirected entries, otherwise not in compliance with these Official Rules or mail related to or resulting from participation in the Sweepstakes. Sponsor and Sponsor Affiliates are also not responsible for technical, hardware or software failures of any kind. Sponsor reserves the right in its sole discretion to cancel or modify the Sweepstakes if the Sweepstakes is not capable of running as planned, for any reason whatsoever. In such event, Sponsor may, in its sole discretion, perform the random drawing from among all eligible entries received prior to or after such cancellation, suspension or modification.

As a condition of entry, entrants agree to be bound by these Official Rules and the decisions of Sponsor. Except where prohibited by law, by entering this Sweepstakes, each entrant consents to (i) the use of his/her name, voice, picture, likeness and biographical data and/or any other information contained in his/her entry in advertising, promotional and marketing materials by Sponsor and the Sponsor Affiliates worldwide in perpetuity in all media now known or hereafter discovered (including Sponsor's and Sponsor Affiliates' web sites) without compensation, notice, approval or review and (ii) the modification, editing, adaptation, electronic alteration, use, assignment and/or disposal of Sweepstakes entries however it sees fit and for any purpose without any notice, approval or compensation to entrant or any third parties. By entering this Sweepstakes, entrant agrees to waive any right to claim ambiguity with the Official Rules. Entrant acknowledges that if he/she is chosen as a Winner, certain of entrant's personally identifying information may be disclosed to third parties at least as required by law, including, without limitation, on a Winners' List.

All Prize claims and documents provided by the Winners must be verified by Sponsor.

The winner, by acceptance of THE Prize, agrees to INDEMNIFY, dEFEND, release, AND HOLD HARMLESS Sponsor AND the Sponsor Affiliates from AND AGAINST any and all liabilitIES, claims, DEMANDS, LOSSES, DAMAGES or actions of any kind whatsoever, costs and expenses (including, without limitation, reasonable attorneys' fees, court costs, settlementS AND disbursements) directly or indirectLy arising out of winner's participation in the Sweepstakes, the receipt, ownership, REDEMPTION, use, MISUSE, loss or misdirection of A Prize or any portion of a prize OR WHILE TRAVEING TO AND/OR FROM A LOCATION TO OBTAIN OR USE A PRIZE and hereby waives all rights to claim punitive, incidental and consequential damages UNLESS OTHERWISE PROHIBITED.

Neither Sponsor nor the Sponsor Affiliates make any warranty, representation, or guarantee, express or implied, in fact or in law, relative to the use of THE Prize including, without limitation, quality, merchantability, or fitness for a particular purpose. ENTRANTS ACKNOWLEDGE THAT THE PRIZE HAS BEEN used And is being awarded "as is".

Sponsor and Sponsor Affiliates shall not be liable to the Winner or any other person for failure to supply a prize or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, terrorist acts, earthquake, war, fire, flood, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other cause beyond Sponsor's sole control.

6. ODDS OF WINNING.

The odds of winning depend on the number of non-suspect, eligible entries received during the Entry Period.

7. GOVERNING LAW.

The Sweepstakes and these Official Rules will be governed by the laws of the State of California and those courts located in Los Angeles, California shall have exclusive jurisdiction in the event that any dispute arises regarding the Sweepstakes or any Prize. Any and all disputes shall be brought individually without resort to any form of class action. Under no circumstances will any entrant be permitted to obtain any award for, and entrants hereby waive all rights to claim, punitive, incidental or consequential damages and any other damages, other than for actual out-of-pocket expenses and any and all rights to have damages multiplied or otherwise increased.

8. SWEEPSTAKES RULES

A copy of these Official Rules can be found at www.disturbia.com/seventeen/.

9. WINNERS' LIST:

A Winner's List can be obtained by sending a self-addressed stamped envelope to Paramount Pictures ATTN: Disturbia Seventeen Magazine Promotion, Marathon Office Building 4229, Los Angeles, CA 90038. Limit: one (1) request for winners' list per person/household. Requests must be postmarked by April 14, 2007.

SPONSOR: Paramount Pictures Corporation, 5555 Melrose Avenue, Hollywood, CA 90038.

© 2006 Paramount Pictures Corporation. All rights reserved.