BELL ATLANTIC NETWORK SERVICES, INC.

1-800-MOVIEFUN

telecommunication services;1-800-MOVIE FUN;video on demand services;

1-800-MOVIEFUN

entertainment services; namely, providing video on demand services;telecommunications services and video broadcasting services;1-800-MOVIE FUN;

1-800-THENEWS

telecommunication services; namely, providing news updates via a touch-tone telephone;1-800-THEN NEWS;

99.9% RELIABLE

telecommunications services, namely, telephone communications services;

ADVANCED PREMISES SYSTEMS

installation and maintenance of custom telecommunications wiring and related consulting services;PREMISES SYSTEMS;design for others of custom telecommunications wiring and related consulting services;

ALL@ONCE

telecommunications services, namely electronic interactive data, voice and video network communication services;consulting services in the field of telecommunications;

BEACON

telecommunications services and radio communications services;

BELL ATLANTIC BRINGS IT HOME

telecommunications services, namely, the transmission of data, voice, video, facsimile and information;This is a registration issued pursuant to the opinions of the United States District Court for the District of Columbia in United States v. Western Electric Co., Inc., Civil Action No. 82-0192, dated July 8, 1983, and February 6, 1984, and Section 2(d) of the Lanham Act, 15 U.S.C. Section 1052(d). Because registrant shares the common heritage of rights and related goodwill in the Bell element of the composite mark with other former members of the Bell System, registrant's right to exclusive use of the Bell element of the composite mark is subject to the concurrent rights which the following companies have in the Bell mark as specified in the Opinions of the United States District Court as cited above: Ameritech Corporation, 30 S. Wacker Drive, Chicago, IL 60606,; Bell Atlantic Corporation, 1310 North Courthouse Road, Arlington, VA 22201; BellSouth corporation, 1155 Peachtree Street, N.E., Atlanta, GA 30367-6000; Cincinnati Bell Telephone, Inc., 201 East Fourth Street, Cincinnati, OH 45202; NYNEX Corporation, 1095 Avenue of the Americas, New York, NY 10036; Pacific Telesis Group, 130 Kearny Street, Room 3609, San Francisco, CA 94108; The Southern New England Telephone Company, 227 Church Street, New Haven, CT 06506; SBC Communications Inc., 175 E. Houston, room 1216, San Antonio, TX 78205; and U.S. West, Inc., 7800 East Orchard Road, Englewood, CO 80111.;

BELL ATLANTIC CUSTOMIZED SAVINGS PROGRAM

telecommunications services, namely, discounted telephone calling services;CUSTOMIZED SAVINGS PROGRAM;

BELL ATLANTIC HOURLY CONNECTION

telecommunications services, namely, discounted telephone calling services;

BELL ATLANTIC HOURLY SAVINGS

telecommunications services, namely, discounted telephone calling services;HOURLY SAVINGS;

BELL ATLANTIC LOCAL SAVINGS

telecommunications services, namely, discounted telephone calling services;LOCAL SAVINGS;

BELL ATLANTIC SUPER SAVINGS DAYS

telecommunications services, namely, discounted telephone calling services;SUPER SAVINGS;

BELL-ATL.COM

telecommunications services;BELL ATLANTIC COMMUNICATIONS;on-line information services in a variety of fields;

BILLING INTO THE NEXT MILLENIUM

telecommunications services, namely, the electronic transmission of data, voice and video; cellular telephone services; video on demand transmission services and video broadcasting services;

BRINGING BUSINESS SOLUTIONS TO YOU

telecommunications services, namely the transmission of data, voice, video, facsimile and information;

CALLMAX STRATEGIES

telecommunications services;consulting services in the field of telecommunications;

CHAMPION

telephones, telephone answering machines and telephone message notification devices;

CITY BLOCKS

installation of telecommunications equipment and interactive multimedia equipment for others; installation and repair of telephone and telecommunication systems wiring; installation, repair and maintenance of computers;

CITY BLOCKS

telecommunications services, namely, the electronic transmission of data, voice, video and information; video broadcasting and video-on-demand transmission services; cellular telephone services; telephone communication services; ISDN services; personal communication services;

CITY BLOCKS

computer services, namely, providing multiple-user access to a global computer information network for the transfer and dissemination of a wide range of information; computer services, namely, providing on-line bulletin boards on a wide variety of topics; telephone information services featuring information on a wide variety of topics of general interest to the consuming public; information services in a variety of fields accessed by telephone; designing and engineering telecommunications systems and equipment for others and related consulting services; design and maintenance of computer software; computer services, namely, installation of software;

CLOSE CONNECTIONS

telecommunication services, namely discounted telephone calling plans;

COGLINK

COG LINK;on-line ordering services for ordering telephone telecommunication services;

COMMUNITAINMENT

dissemination of advertising for others via an on-line electronic communications network; business information services; and business investigations;

COMMUNITAINMENT

financial information provided by electronic means and banking services provided by electronic means;

COMMUNITAINMENT

healthcare information services; legal information services and shop-at-home services;

COMMUNITAINMENT

education information services;

COMMUNITAINMENT

travel information services;

COMMUNITAINMENT

telecommunications services; namely, telephone communication services; cable television transmission; video broadcasting; and data and voice telecommunication;

COMMUNITAINMENT

installation and repair of telephone wiring and cable television wiring;

COMMUNITY THREADS

charitable fund raising services;

COMMUNITY THREADS

COMMUNITY THREADS;charitable fund raising services;

CONNECTING SMALL BUSINESSES TO THE INFORMATION AGE

telecommunications service, namely, ISDN services;

CORE CONNECTIONS

telecommunications services, namely, telephone communication services;

CRITICALL

telecommunications equipment; namely, emergency calling devices operated by call button and automatic telephone dialers;CRITICAL CALL;

CRITICALL

CRITICAL CALL;monitoring telephone calls from subscribers and notifying emergency facilities;

CRITICALL

telecommunications services;CRITICAL CALL;

CYBERLIBRARY

telecommunications services, namely, electronic transmission of data, voice and video; telecommunications gateway services, and on-line data transmission services;CYBER LIBRARY;on-line information services in a variety of fields;

DELIVERYSTRUCTURES

computer software for the physical presentation of multimedia products;DELIVERY STRUCTURES;

DESIGNSTRUCTURES

computer software for the design of multimedia products;DESIGN STRUCTURES;

DEVELOPMENTSTRUCTURES

computer software for the creation of multimedia products;DEVELOPMENT STRUCTURES;

DIGITAL DOG

telecommunications services, namely, ISDN services;DIGITAL;

DIRECTORY 2000

computer software for use in multimedia applications used in the fields of advertising and directory listing information;DIRECTORY;

DISCPAGES

prerecorded CD ROMS containing telephone directory listing information;DISC PAGES;

DUALCONNECT

computer software for telephone call processing in the field of telecommunications;DUAL CONNECT;

DYNA-BRIDGE

computer software for connecting remote local area networks and remote PCs to local area networks;

DYNA-ROUTE

computer software which allows remote personal computers and local area networks to establish connections with remote computer networks;

DYNAMIC DISCOUNT DAYS

telecommunications services, namely, discounted telephone calling services;

EASY VOICE

voice activated telephone dialing services;VOICE;

EXPANDED CONNECTION

telecommunications services, namely discounted telephone calling services;CONNECTION;

EXPRESSTRAK

telecommunications services, namely, the electronic transmission of data, voice and video; cellular telephone services; video on demand transmission services; and video broadcasting services;EXPRESS TRACK;

EXPRESSTRAK

EXPRESS TRACK;billing services for others in the field of telecommunications;

FAST PACKET DUET ADVANTAGE

telecommunications services, namely, the electronic transmission of video, voice, and data; switched multi-megabit data service (SMDS); and exchange access frame relay services (XA-FRS);FAST PACKET;

FAX WAITING

facsimile transmission services;FACSIMILE WAITING;FAX;

FAXFLOW

telecommunications services, namely, the electronic transmission of voice, data and information;FAX FLOW;

FEATUREFAX

facsimile transmission services;FEATURE FACSIMILE;

FITS THE WAY YOU LIVE

telecommunications services, namely enhanced calling services;

FLEXALERT

telecommunications services, namely outcall notification services;FLEX ALERT;

FREQUENT NUMBER SAVINGS

telecommunications services, namely discounted calling services;

FREQUENT SAVINGS

telecommunications services, namely discounted telephone calling services;SAVINGS;

GET TOGETHER

telecommunications services;

GET UNBUTTONED

telecommunications services, namely voice activated telephone services;

HEALTHFIT

educational services; namely, conducting workshops in the field of health care, fitness, and nutrition, and distributing course materials in connection therewith;

HEART TO HEART

newsletters in the field of telecommunications;

HOME IS WHERE THE OFFICE IS

telecommunications services; namely, telephone communication services;

HYDRACONNECTION

telecommunication services, namely video teleconferencing;HYDRA-CONNECTION;

INFO-ACTIVE

compact discs featuring multimedia telephone directories;

INFOPOINT

telecommunication services, namely, providing health, safety and environmental information via facsimile;INFO-POINT;

INFOQUICK

telecommunications services; namely, telephone communications services; and facsimile transmission services;INFORMATION QUICK;

INSIDE AMERICA

information services; namely, providing government information via facsimile transmission;

INSTANT ANSWERS FOR SMART BUSINESS

facsimile transmission services;

INTELLICOMMERCE

telecommunication services; namely, gateway services allowing users access to electronic databases;INTELLI-COMMERCE;

INTELLIMUX

telecommunications services; namely, allowing customers to manage and reconfigure their private line telephone networks;

INTELLIREPORT

customized report detailing telephone usage;INTELLI-REPORT;

JETWIRE

Telecommunications services, namely, the electronic transmission of data, voice, video and information;JET WIRE;

KNOWLEDGE CENTER

educational services; namely, conducting workshops and seminars in the fields of telecommunications and topics relating to small businesses;

LOCAL VALUES

promoting the sale of goods and services of others by providing discounts through the use of membership cards;

MAKE I.T. HAPPEN

magazine in the field of telecommunications;MAKE IT HAPPEN;

MASTERKEY

providing telephone account and billing information via telephone;

MAXIMUS

custom billing services;

MULTIMEDIASTRUCTURES

computer software for the design, creation and physical presentation of multimedia products;MULTIMEDIA STRUCTURES;

ON THE LINE WITH SMALL BUSINESS MARKETING

newsletter in the field of telecommunications;SMALL BUSINESS MARKETING;

ON THE MINUTE

telecommunications services, namely telephone communication services;

OPTIMAIL

facsimile transmission services and electronic voice messaging, namely the recording, storage and subsequent transmission of voice messages by telephone;

OUTFOX PHONE FRAUD

PHONE FRAUD;telephone fraud prevention services;

PAGEPATH

telecommunications services, namely, providing interconnection to paging and voice messaging services;PAGE PATH;

PLUG-N-SERVICE

computer software to activate data, voice and video telecommunications service and diagnose electrical characteristics of a telecommunications line;maintenance and repair of telecommunications networks;

POWERFAX

facsimile transmission services;POWER FACSIMILE;

PROGRESSIVE SAVINGS

telecommunications services, namely discounted telephone calling services;SAVINGS;

PROSPERITY

facsimile transmission services;

PURESPEED

Telecommunications services namely the electronic transmission of data, voice, video and information;PURE SPEED;

QUICKCLIPS

telecommunication services; namely, providing news updates via a voice mailbox;QUICK CLIPS;

REPEAT SAVINGS

telecommunication services, namely discounted telephone calling services;SAVINGS;

SALESCUE

computer program for providing mechanized sales recommendations;SALES CUE;

SAY YES AND SAVE

telecommunications services, namely discounted telephone calling services;

SENSIBLE SAVINGS

telecommunications services, namely discounted telephone calling services;SAVINGS;

SHRINK-WRAPPED LANS

computer consulting and design services;

SIMPLE CENTS

telecommunications services, namely discounted telephone calling services;

SIMPLEVIEW

CD-ROM based utility program used in the field of telecommunications billing;SIMPLE VIEW;

SMARTREACH

telecommunications services, namely personal communications services;SMART REACH;

SOCIALIZER

telecommunications services;

SOF-CONNECT

computer software which allows remote personal computers and local area networks to establish connections with remote computer networks through the use of narrow and broadband telecommunications technologies;SOFE CONNECT;

SOLUTIONS FOR EVERY FACET OF YOUR BUSINESS

telecommunications services, namely data, voice, and video telecommunications services; cellular telephone services; video on demand transmission services; and video broadcasting services;

SPECIAL DELIVERY

telecommunications services;

STARGAZER

video information services, education information services; and entertainment services; namely, production of video on demand television programs;travel information services;telephone communication services; video broadcasting services; and video on demand transmission;banking information services;healthcare information services and shop-at-home services;

STEP-BY-STEP SAVINGS

telecommunications services, namely discounted telephone calling services;SAVINGS;

TAKE THE HIGH ROAD

telecommunications services, namely telephone communication services;

TALKING RETURN CALL

telecommunications services, namely, telephone communication services;

TELL ME MORE

telephone directory information services;

THE BRIDGE TO WIRELESS COMMUNICATIONS

telecommunication services, namely personal communication services (PCS);

THE HEART OF COMMUNICATION

telecommunications services; namely, data, voice, and video telecommunications services; cellular telephone services; video on demand transmission services; video broadcasting services;

THE WORLD AT YOUR FINGERTIPS

video information services, education information services; and entertainment services; namely, production of video on demand television programs;travel information services;telephone communication services; video broadcasting services; and video on demand transmission services;banking information services;healthcare information services and shop-at-home services;

THEATER ON CALL

video broadcasting services and telephone communication services;THEATER;

THREE-STEP SAVINGS

telecommunications services, namely discounted calling services;

ULTIMATE ENTERPRISE

telecommunications services, namely data, voice and video telecommunications services;

ULTIMATE SOURCE

telephone directory assistance information services via telephone and via a global computer network;

UNBUTTON YOUR PHONE

telecommunications services, namely voice activated telephone services;

UNIBRIDGE

telecommunications services, namely personal communication services;UNI-BRIDGE;

UPTEMPO

magazines in the field of information technology;UP TEMPO;

WATCHGUARD

maintenance and repair of telecommunications equipment, namely, digital subscriber line equipment;WATCH GUARD;underwriting warranty programs in the field of telecommunications equipment, namely, digital subscriber line equipment;

WE DO IT ALL YOU GET ALL THE SAVINGS

telecommunication services, namely discounted telephone calling services;

WE DO THE WORK, YOU GET THE SAVINGS

telecommunications services, namely, telephone communications services and discounted telephone calling services;

WE WORK HARD TO MAKE IT EASY TO SAVE

telecommunication services, namely discounted telephone calling services;

WE WORK, YOU SAVE

telecommunication services, namely discounted telephone calling services;

WE'RE WORKING HARD TO MAKE SAVINGS EASY

telecommunications services, namely telephone calling services;

WEAVING TOGETHER A STRONGER COMMUNITY

charitable fund raising services;

WINDOW ON THE WORLD

video information services, education information services; and entertainment services; namely, production of video on demand television programs;travel information services;telephone communication services; video broadcasting services; and video on demand transmission;banking information services;healthcare information services and shop-at-home services;

WINDOW TO THE WORLD

video information services, education information services; and entertainment services; namely, production of video on demand television programs;travel information services;telephone communication services; video broadcasting services; and video on demand transmission;banking information services;healthcare information services and shop-at-home services;

WIRED? YEAH, YOU'RE WIRED.

telecommunications services, namely the transmission of data, voice, video, facsimile and information;WIRED YEAH YOU ARE WIRED;

WORKLINK

telecommunications services;WORK LINK;

YOU SAY YES AND WE DO THE REST

telecommunications services, namely discounted telephone calling services;