BARE ESCENTUALS, INC.

7-LAYER CAKE

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; foot care products, namely, creams, lotions and gels for the feet; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes; lipstick;SEVEN-LAYER CAKE;

BARE YOUR SOLE

Foot care products, namely, non-medicated creams, lotions and gels for the feet;

BARECITRUS

Cosmetic skin creams, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters, and cosmetic powders for the skin and eyes;BARE CITRUS;

BARELAVENDER

Cosmetic skin creams, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters, and cosmetic powders for the skin and eyes;BARE LAVENDER;

BAREROSE

Cosmetic skin creams, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters, and cosmetic powders for the skin and eyes;BARE ROSE;

BAREVITAMINS

IN THE STATEMENT, COLUMN 1, AFTER GELS, LINES 6-12, IS DELETED. IN THE STATEMENT, COLUMN 2, LINES 1 AND 2, IS DELETED.;Cosmetic skin creams, lotions and gels [ , perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes ];BARE VITAMINS;

BE AT HOME

Cosmetic skin creams, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters, and cosmetic powders for the skin and eyes, for distribution only directly from Bare Escentuals, Inc;, in BARE ESCENTUALS® retail stores, by certain vendors that provide interactive retail services via computer, cable and satellite television and the Internet, by certain vendors that provide computerized on-line retail stores and through selected beauty and skin care spas and salons;

BEAUTY BY NUMBERS

Cosmetic skin creams, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes;

BEAUTYRX

Cosmetic skin creams, lotions and gels, namely cosmetic skin lotions, facial lotion, cosmetic skin gels, shower gel, hair gel, age-retardant gel, and eye gel; perfumes, essential oils used as cosmetics, body lotions, body creams and body gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters, and cosmetic powders for the skin and eyes;BEAUTY RX;

BLENDABLE EYE

Cosmetics, namely, eye shadow and mascara; cosmetics for the skin and eyes; skin creams, lotions and gels, essential oils used as cosmetics;

BUZZ

non-medicated lip balm;

COMPLEXION PERFECTION

Cosmetics, namely, foundation, blush, eye shadow, lipstick and mascara; non-medicated cosmetic skin creams, lotions and gels; non-medicated body lotions, creams and gels; non-medicated bath lotions, hair shampoos and hair conditioners, and cosmetic powders for the skin and eyes;COMPLEXION;

CUSH

Issue New Certificate To: Bare Escentuals, Inc., 425 Bush Street, 3rd Floor, San Francisco, California 94108. A California Corporation;Cosmetic skin creams, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters, and cosmetic powders for the skin and eyes;

DINNER AND DANCING

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes;

EGYPTIAN EYES

EYE SHADOW;EYES;

ESCENTUAL

Cosmetic skin creams, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters, and cosmetic powders for the skin and eyes;ESSENTIAL;

ESSENTIAL BROWS

Cosmetics, namely, foundation, blush, eye shadow, lipstick and mascara; and cosmetic powders for the skin and eyes;BROWS;

FAUX TAN

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes;

FAUX TAN REFRESHER

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes;

GOSSAMER

Cosmetic skin creams, lotions and gels, perfumes, essential oils for personal use, body lotions, creams and gels and cosmetic powders for the skin and eyes;

HEEL ME

Foot care products, namely, creams, lotions and gels for the feet;

HOLIDAY CHATEAU

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; foot care products, namely, creams, lotions and gels for the feet; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes; lipstick;

I.D.BAREMINERALS MAKEUP SO PURE YOU CAN SLEEP IN IT

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; foot care products, namely, creams, lotions and gels for the feet; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes; lipstick;

LIP BUDS

Cosmetics, namely, non-medicated lipstick, lip gloss, lip balm and lip liner;LIP;

LIP QUICKIE

Cosmetics, namely, lipsticks and non-medicated lipbalms;LIP;

LUXE LASHES

Cosmetics, namely, mascara;

MAKE IT CLEAR

Cosmetic astringents, skin creams and lotions; beauty gels; perfume; essential oils for personal use as cosmetics; body creams and lotions; bath lotion; hair conditioners and shampoos; cologne; toilet water; mascara; eye shadow; body, face and make-up powders;

NATURAL LIGHT

Cosmetics, namely, cosmetic powders for the skin and eyes;

OOLA-HULA

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; foot care products, namely, creams, lotions and gels for the feet; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes; lipstick;

PATENT LEATHER LIPS

Cosmetics, namely, non-medicated lipstick, lip gloss, lip balm and lip liner;LIPS;

PEACE & QUIET

ISSUE NEW CERTIFICATE TO: BARE ESCENTUALS, INC. (CALIFORNIA CORPORATION); 425 BUSH ST., 3RD FLOOR; SAN FRANCISCO, CA 94108;body care preparations, namely, body lotions and oils, shower gels, bath crystals and skin soaps;

PERFECT BLACK DRESS

Cosmetic skin creams, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters, and cosmetic powders for the skin and eyes;

PERFECT RED DRESS

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; foot care products, namely, creams, lotions and gels for the feet; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes; lipstick;

POWER BATH

bubble bath;BATH;

POWER BATH

Cosmetic skin creams, astringents, body and skin lotions and gels not for pets, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners not for pets, colognes and toilet waters; foot care products, namely, creams, lotions and gels for the feet; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes; lipstick;BATH;

PURE

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; foot care products, namely, creams, lotions and gels for the feet; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes; lipstick;

QUICK STICK

Cosmetics, namely, lipsticks and non-medicated lipbalms;STICK;

SEA MIST

Cosmetic skin creams, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, cream and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters, and cosmetic powders for the skin and eyes, for distribution only via proprietary retail stores, via television shop at home services, by selected spas, salons and distributors and through selected websites;

SET SAIL

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; foot care products, namely, creams, lotions and gels for the feet; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes; lipstick;

SKI BUNNY

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; foot care products, namely, creams, lotions and gels for the feet; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes; lipstick;

SOY MOCHA

Non-medicated cosmetics, namely, lipbalm;

THE ESSENTIAL BROW

Cosmetics, namely, foundation, blush, eye shadow, lipstick and mascara; and cosmetic powders for the skin and eyes;BROW;

TOTALLY BARE

Cosmetic skin creams, lotions and gels, essential oils used as cosmetics, body lotions, creams and gels; cosmetics, namely, lipstick, mascara, eye shadow and cosmetic powders for the skin and eyes;

UMBRELLA COCKTAIL

Cosmetic skin creams, astringents, body and skin lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; foot care products, namely, creams, lotions and gels for the feet; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes; lipstick;

UP & AT 'EM

Issue New Certificate to: BARE ESCENTUALS, INC., 425 BUSH ST, THIRD FLOOR, SAN FRANCISCO, CA 94108, A CALIFORNIA CORPORATION.;body care preparations, namely, body lotions and oils, shower gels, bath crystals and skin soaps;UP AND AT THEM;

WALK IN THE RAIN

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; foot care products, namely, creams, lotions and gels for the feet; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes; lipstick;

WARMTH

Personal fragrances, namely, perfumes and colognes;

WEATHER EVERYTHING LINER SEALER

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; foot care products, namely, creams, lotions and gels for the feet; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes; lipstick;

WEDDING DAY

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; foot care products, namely, creams, lotions and gels for the feet; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes; lipstick;

WELL HEELED

Cosmetic skin creams, astringents, lotions and gels, perfumes, essential oils used as cosmetics, body lotions, creams and gels, bath lotions, hair shampoos and hair conditioners, colognes and toilet waters; foot care products, namely, creams, lotions and gels for the feet; cosmetics, namely, mascara, eye shadow and cosmetic powders for the skin and eyes; lipstick;

WIDE AWAKE

Cosmetics, namely, eye shadow and mascara; cosmetics for the skin and eyes; skin creams, lotions and gels, essential oils used as cosmetics;