BRILLIANT DIGITAL ENTERTAINMENT, INC.

BAM

Production of musical animated properties for broadcast over cable networks, television networks, and the internet;

BRILLIANT

CD-Rom discs containing animated interactive entertainment stories and films, with numerous plot and ending alternatives, primarily intended for children;

DIGITALPROJECTOR

CD-ROM'S;DIGITAL PROJECTOR;

KIDSTORY SERIES

audio and visual recordings, namely, cassette tapes, compact discs, phonograph records, CD-ROM's, audio compact discs, video discs, video tapes, and instructional materials sold as a unit, all in the area of education and entertainment, namely, stories, movies, and games with or without music;KID STORY SERIES;SERIES;

MOOD MACHINE

audio and visual recordings, namely, cassette tapes, compact discs, phonograph records, CD-ROM's, audio compact discs, video discs, video tapes, and instructional materials sold as a unit, all in the area of education and entertainment, namely, stories, movies, and games with or without music;

MULTIPATH

CD-ROMS;MULTI PATH;

POWER BANNER

Production of animated 3D advertising material for broadcast on the internet;

SCRIPNAV

CD-ROM's;

SCUD

AUDIO AND VISUAL RECORDINGS, NAMELY, CD-ROM'S, AND INSTRUCTIONAL MATERIALS SOLD AS A UNIT, ALL IN THE AREA OF EDUCATION AND ENTERTAINMENT, NAMELY, STORIES, MOVIES, AND GAMES WITH OR WITHOUT MUSIC;

STORYTELLER

CD-ROMs, digital video discs, and computer diskettes, all containing instructional materials in the field of computer software;STORY TELLER;

STORYTELLER

CD-ROMS, digital video discs, and computer diskettes, all containing instructional materials in the field of computer software;STORY TELLER;

TALK TRACK

audio and visual recordings, namely, cassette tapes, compact discs, phonograph records, CD-ROM's, audio compact discs, video discs, video tapes, and instructional materials sold as a unit, all in the area of education and entertainment, namely, stories, and movies with or without music;