1. NO PURCHASE NECESSARY. A PURCHASE DOES NOT IMPROVE YOUR CHANCES OF WINNING. VOID IN PUERTO RICO AND WHERE PROHIBITED BY LAW. Sweepstakes begins at 12:01 p.m. ET on April 8, 2008 and ends at 12:59 p.m. ET on May 6, 2008.

2. Sweepstakes open to legal female residents of the 50 United States and the District of Columbia, ages 13-24 as of April 8, 2008. Employees of Hearst Communications, Inc. and Apple Bottoms (the "Sponsors"), participating vendors and participating media companies, their respective subsidiaries, affiliates, advertising, promotion and fulfillment agencies, and their family/household members (i.e., parents, children, spouse, siblings) are not eligible to enter. Multiple entries from the same household will be disqualified. Entries using macro, robotic, script or other forms of automatic entry will be disqualified. No mechanically reproduced entries permitted. Proof of submission does not constitute proof of receipt. If there is a dispute as to the identity of entrant, the prize will be awarded to the authorized account holder of the email address. The "authorized account holder" is defined as the natural person to whom the email address is assigned by an internet service provider, online service provider or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address.

3. Entrants must have a valid e-mail address and it is entrant's responsibility to update Sponsor of any change in e-mail address. Enter online at seventeen.com/applebottoms or by providing your full name, address, city, state, zip code, phone number (with area code), and date of birth on a postcard and mail to "Apple Bottoms Model Basics Bag Sweepstakes", c/o Seventeen Merch Department, attn: Merch Dept., 300 West 57th Street, 18th Floor, New York, NY 10019. All online entries must be received by 11:59 p.m. ET on May 6, 2008, with mail-in entries post-marked by May 6, 2008 and received by May 12, 2008. Multiple entries are not permitted. One entry per person, regardless of entry method.

4. On approximately May 13, 2007, Seventeen will randomly select 10 Grand-Prize Winners will receive the Apple Bottoms bag featured on the show, America's Next Top Model, filled with Apple Bottoms gear. Total estimated price of each grand-prize is $400. 17 Runners-Up will receive a pair of Apple Bottoms jeans. Total estimated price of each runners-up prize is $75. Total value of all prizes is $5,275. The award of the (10) Grand Prizes & (17) Runners-Up prizes is contingent upon acceptance by the winner of these rules. The Sponsors make no warranties with regard to prizes. Prizes are not transferable. No substitutions of prizes allowed by winner but the Sponsors reserve the right to substitute prizes of equal or greater value. Prizes are not redeemable for cash.

5. All entries become the property of Seventeen Magazine and will not be acknowledged or returned. By participating in this sweepstakes, entrants agree to allow Seventeen Magazine and Apple Bottoms to use winner's name, picture/portrait, likeness and/or voice for advertising and promotional purposes, both in print and online without further consideration, unless prohibited by law.

6. The winners will be required to execute an affidavit of eligibility and liability/publicity release prior to awarding of the prizes to be signed by winners (and winner's parent/guardian if winner is under the age of majority in her State of residence). All taxes on prizes are the responsibility of the winners.

7. All entrants release the Sponsors, their respective subsidiaries, affiliates, directors, officers, employees, agents and all others associated with the development and execution of this sweepstakes from any and all liability from injury, loss or damage of any kind resulting from participation in this sweepstakes or acceptance or use of any prize.

8. In the event that properly completed documents are not returned to the Sponsors within seven (7) days of notice, or notification of prize is undeliverable, prize may be forfeited and an alternate winner may be selected at the sole discretion of Sponsors. All reasonable efforts will be made to contact the winners.

9. The Sponsors are not responsible for lost, late, mutilated or misdirected mail. Entries that are illegible, incomplete or otherwise not in compliance with these official rules will be disqualified. Sponsor is not responsible for any printing, typographical, mechanical or other error in the printing of the offer, administration of the Promotion or in the announcement of the prize.

10. Sponsor is not responsible 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 Sponsor or presenter on account of technical problems or traffic congestion on the Internet or at any Web site 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 which corrupt or affect the administration, security, fairness, integrity or proper conduct of this Promotion, Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Promotion. Sponsor further reserves the right to disqualify any individual who tampers with the entry process. Sponsor may prohibit an entrant from participating in a Promotion if it determines that said entrant is attempting to undermine the legitimate operation of the Promotion by cheating, hacking, deception or other unfair playing practices or intending to abuse, threaten or harass other entrants. Caution: Any attempt by a participant to deliberately damage any Web site or undermine the legitimate operation of the Promotion 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 participant to the fullest extent of the law.

11. Except where prohibited, each entrant agrees that: (1) any and all disputes, claims and causes of action arising out of or connected with this Promotion of any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by state and federal courts situated in New York, NY, (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, but in no event attorneys' fees; and (3) no punitive, incidental, special, consequential or other damages, including without limitation lost profits may be awarded (collectively, "Special Damages"), and (4) entrant hereby waives all rights to claim Special Damages and all rights to have such damages multiplied or increased. New York State Law, without reference to New York's choice of law rules, governs the Promotion and all aspects related thereto.

12. Sponsors: Seventeen Magazine, 300 West 57th Street, 18th Floor, New York, NY 10019 and Apple Bottoms, 1385 Broadway, 16th Floor, New York, NY 10018.