OFFICIAL RULES
NO PURCHASE NECESSARY

1. HOW TO ENTER PHOTO CONTEST: Beginning 12:00 AM Pacific Time on May 6, 2003, through 11:59 PM Pacific Time on May 22, 2003, go to www.countingdown.com, complete the official online entry form, and upload a recent photo (taken in the past year) of you shown at Maximum Throttle. You must follow the instructions at point of entry for instructions on uploading your photo correctly. Limit one contest entry per person. Entries become the sole property of CountingDown.com (Sponsor) and none will be returned.

2. JUDGING: All photos will be judged based on the following judging criteria to select 25 Semi-Finalists: How well photo exemplifies Maximum Throttle - 50%; Originality and Creativity - 30%; and Photo Quality - 20%. In the event of a tie, the entry with the highest score in Photo Quality will be selected as a Semi-Finalist. The Semi-Finalists will be notified by phone/mail and/or email at Sponsor''s discretion. The 25 Semi-Finalists will then be posted on www.countingdown.com between 12:01 AM Pacific Time on May 23, 2003, and 11:59 PM Pacific Time on June 5, 2003. People will then be encouraged to register with www.countingdown.com and vote for their favorite photo. Limit one vote per registered person per 24-hour period. The Semi-Finalist with the most votes at the end of the voting period will be awarded the Grand Prize. All other Semi-Finalists will receive a First Prize.

3. SWEEPSTAKES: For each vote a registered user casts, he/she will receive one entry into the random drawing. The random drawing will be held on or about June 6, 2003, from among all entries received. Limit one vote/entry per registered user per day. The winner will be notified via mail/phone or email at the Sponsor's discretion. Odds of winning a sweepstakes prize will depend upon the total number of votes cast.

4. PRIZE AND APPROXIMATE RETAIL VALUE:

Photo Contest Prizes: (1) Grand Prize - Trip for two to Los Angeles, CA, to attend the Premiere of Charlie's Angels: Full Throttle on or about Wednesday, June 18, 2003. Prize includes roundtrip coach air fare from a major airport nearest the winner's home to Los Angeles, CA, (1) hotel room for 2 nights/3 days double occupancy, round trip ground transportation to/from airport/hotel prize pack consisting of a cap, soundtrack album and a t-shirt. All meals, taxes, gratuities and all other expenses not specified herein are the responsibility of the winner. Value of trip may vary depending on point of departure and fare fluctuations. (Approximate Retail Value (ARV) is $1900.00.). (24) First Prizes - A prize pack consisting of a cap, soundtrack album and a t-shirt (ARV of each First Prize $34).

Sweepstakes Prizes: (10) Prizes - A prize pack consisting of a cap, soundtrack album and a t-shirt (ARV $34).

5. GENERAL RULES: Open only to legal U.S. residents who are 18 years of age or older at time of entry. Employees of Countingdown.com, DreamWorks LLC, Imagine Entertainment, Sony Pictures Entertainment Inc., Hilltop New Media, Inc. (collectively, Sweepstakes Entities), and their respective affiliates, subsidiaries, distributors, advertising and promotion agencies, and their immediate families (spouses, parents, siblings and children and their spouses) and household members of each are not eligible. Void in Puerto Rico and where prohibited by law. No substitution or transfer of prize permitted by winners. Sponsor reserves the right to substitute prizes of equal or greater value in the event that a prize offered is not available. All federal, state and local taxes are sole responsibility of winners. All federal, state and local laws and regulations apply. Photo Contest Grand Prize winner must sign and return an Affidavit of Eligibility and Liability/Publicity Release within 5 days of first attempted notification. Noncompliance within this time period will result in disqualification, and an alternate winner will be selected. Grand Prize winner's travel companion must execute a Liability/Publicity Release prior to ticketing and must possess required travel documents (e.g., valid photo I.D.) prior to departure. Grand Prize winner and companion must travel together. Travel must be conducted on dates specified by Sponsor. Dates of departure and return are subject to change at Sponsor's sole discretion. In the event the Premiere portion of the Grand Prize is unavailable for any reason, the remainder of the Grand Prize will still be awarded, and will constitute fulfillment of the Grand Prize. All photo entries must be original works, never have been published previously, and must not infringe on any third party rights. By entering the contest, the entrant gives the Sponsor the right to use, edit, or publish the photo without further compensation. All 25 Semi-Finalists assign all copyrights to the Sponsor. By entering contest and/or accepting prize, entrant grants permission to Sweepstakes Entities and their agents to use winner's name and/or likeness for purposes of advertising/trade, without further compensation to entrant unless prohibited by law. Prizes are non-transferable. By accepting prize, winner agrees to hold Sweepstakes Entities, and their respective directors, officers, employees and assigns, harmless against any and all claims and liability arising out of use of prize. Winner assumes all liability for any injury or damage caused, or claimed to be caused, by participation in this promotion or use/redemption of any prize. By entering photo contest or sweepstakes, entrant agrees to hold Sweepstakes Entities, and their respective directors, officers, employees and assigns, harmless against any and all claims and liability arising out of participation in this promotion; entrant assumes all liability for any injury or damage caused, or claimed to be caused, by participation in this promotion. Entrants in photo contest and/or sweepstakes agree to be bound by the Official Rules and the decisions of the judges. Sweepstakes Entities not responsible for any typographical or other error in the printing of the offer, administration of the contest or in the announcement of the prizes or winners.

6. INTERNET: Sweepstakes Entities not responsible for any typographical or other error in the printing, the offering or the announcement of prizes. Sweepstakes Entities are not responsible for lost, late, mutilated or illegible entries nor for electronic transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to or alterations of entry materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind, or inaccurate transmissions of or failure to receive entry information by Sweepstakes Entities on account of technical problems or traffic congestion on the Internet or at any website or any combination thereof. If for any reason the Internet portion of the program is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of the Sweepstake Entities which corrupt or affect the administration, security, fairness, integrity, or proper conduct of this sweepstakes, the Sponsor reserves the right at its sole discretion, to disqualify any individual who tampers with the entry process, and to cancel, terminate, modify or suspend the Internet portion of the contest. Caution: Any attempt by a contestant to deliberately damage any website or undermine the legitimate operation of the game is a violation of criminal and civil laws and should such an attempt be made, Sponsor reserves the right to seek damages from any such contestant to the fullest extent of the law.

7. For winner's names, available after June 30, 2003, send a separate, stamped, self-addressed envelope to: You At Maximum Throttle- Winners- C/O Countingdown.com, 1000 Flower Street, Glendale, CA 91201 or visit the site www.Countingdown.com.

8. Sponsor: This promotion is sponsored by CountingDown.com, 1000 Flower Street, Glendale, CA 91201.