CDNow, Inc.

360MUSIC

ELECTRONIC WEBSITE MARKETING SERVICES, NAMELY, CREATING ON-LINE PROMOTIONS FOR OTHERS; PROMOTING THE GOODS AND SERVICES OF OTHERS BY PLACING ADVERTISEMENTS AND PROMOTIONAL DISPLAYS IN AN ELECTRONIC SITE ACCESSED THROUGH COMPUTER NETWORKS; PROMOTING THE GOODS AND SERVICES OF OTHERS BY PLACING HYPERTEXT LINKS TO ELECTRONIC SITES OF OTHERS ACCESSED THROUGH COMPUTER NETWORKS; RETAIL MAIL ORDER SERVICES FEATURING A VARIETY OF GOODS RELATING TO MUSIC AND THE MUSIC INDUSTRY, NAMELY, COMPACT DISCS, PRE-RECORDED AUDIO AND VIDEO TAPES, MAGAZINE AND NEWSLETTER SUBSCRIPTIONS, AND BLANK AUDIO AND VIDEO TAPES; RETAIL MAIL ORDER SERVICES FEATURING MOVIES AND A VARIETY OF GOODS RELATING TO MOVIES AND THE MOVIE INDUSTRY, NAMELY, PRERECORDED VIDEO TAPES, CD-ROM, LASER DISCS, DVDS, COMPACT DISCS, MAGAZINE AND NEWSLETTER SUBSCRIPTIONS FEATURING AND/OR PERTAINING TO MOTION PICTURES, TELEVISION PROGRAMS, FEATURE FILMS, DOCUMENTARIES, ANIMATED FILMS, TELEVISION MOVIES, ANIMATED TELEVISION PROGRAMS, MUSIC, SHORT SUBJECTS; MAIL ORDER PRODUCT FULFILLMENT SERVICES FOR THIRD PARTIES IN THE FIELD OF MOVIES, NAMELY, PRERECORDED VIDEO AND AUDIO TAPES, LASER DISCS, COMPACT DISCS, BLANK VIDEO AND AUDIO TAPES, MAGAZINE AND NEWSLETTER SUBSCRIPTIONS; RETAIL MAIL ORDER SERVICES FEATURING ELECTRONIC, VIDEO AND COMPUTER GAMES AND MAGAZINES AND NEWSLETTERS CONCERNING THE SAME; RETAIL MAIL ORDER SERVICES FOR THIRD PARTIES IN THE FIELD OF COMPUTER SOFTWARE AND COMPUTER PERIPHERALS; MAIL ORDER PRODUCT FULFILLMENT SERVICES FOR THIRD PARTIES IN THE FIELD OF ELECTRONIC VIDEO AND COMPUTER GAMES;COMPUTER SERVICES, NAMELY, PUBLISHING AND PROVIDING ACCESS TO NEWSLETTERS AND MAGAZINES ON-LINE; COMPUTER SERVICES, NAMELY, CREATING INDEXES OF INFORMATION, SITES, AND OTHER RESOURCES AVAILABLE ON COMPUTER NETWORKS PERTAINING TO MUSIC, MOVIES, MOTION PICTURES, SOFTWARE, GAMES, BOOKS, MAGAZINES, RECORDING ARTISTS AND CONCERTS;

ALBUM ADVISOR

ALBUM;Computer services, namely, providing electronic data bases in the field of information concerning musical recordings;

C2

The drawing consists of a stylized C surrounding the number 2.;Electronic web site marketing services, namely, creating on-line promotions for others; providing an incentive commission program for operators of electronic sites accessed through computer networks; promoting the sale of goods containing and/or relating to music, movies and/or the entertainment industry by awarding commissions in exchange for providing hypertext links from electronic sites accessed through computer networks; promoting the goods and services of others by placing advertisements, promotional displays and/or hypertext links to the electronic addresses of electronic sites accessed through computer networks;

C2

Electronic web site marketing services, namely, creating on-line promotions for others; providing an incentive commission program for operators of electronic sites accessed through computer networks; promoting the sale of goods containing and/or relating to music, movies and/or the entertainment industry by awarding commissions in exchange for providing hypertext links from electronic sites accessed through computer networks; promoting the goods and services of others by placing advertisements, promotional displays and/or hypertext links to the electronic addresses of electronic sites accessed through computer networks;

CDNOW FFWD REWARDS PROGRAM

Providing a loyalty rewards program to customers to redeem points for goods and services;

COSMIC CREDIT

providing an incentive commission program for operators of websites accessed through computer networks, namely, granting a website operator a credit equal to a percentage of sales made to customers channeled through such operator's website, which credit may be redeemed for cash and/or used toward future purchases;CREDIT;

COSMIC CREDIT

Electronic web site marketing services, namely, creating on-line promotions for others; providing an incentive commission program for operators of electronic sites accessed through computer networks; promoting the sale of goods containing and/or relating to music, movies and/or the entertainment industry by awarding commissions in exchange for providing hypertext links from electronic sites accessed through computer networks; promoting the goods and services of others by placing advertisements, promotional displays and/or hypertext links to the electronic addresses of electronic sites accessed through computer networks;CREDIT;

CUSTOM SHOP

custom manufacture of compact discs featuring music specifically selected by customers from an interactive index of music and recording artists information;prerecorded audio CDs featuring music and printed informational inserts pertaining thereto, sold as a unit;developing promotional campaigns for businesses for dissemination via an on-line electronic communications network; promoting the goods and services of others by placing advertisements and promotional displays in electronic web site accessed through a computer network; providing promotional services, namely, promoting the goods and services of others through the creation and placement of hypertext links to electronic sites of others accessed through the computer network; retail mail order services featuring pre-recorded audio compact discs;

FAST FORWARD REWARDS

retail store services in the fields of music, books, videos, and consumer electronics, featuring a frequent patron program in which points are accumulated to be redeemed for free gifts;REWARDS;

FREE MUSIC FOR LIFE

conducting contests and sweepstakes to promote the sale of a variety of goods of others relating to music and the music industry, namely, compact discs, prerecorded audio and video tapes, blank video and audio tapes, magazines and newsletter subscriptions;

GAMENOW

providing interactive computer interface services in the field of games for the transfer and dissemination of a wide range of information concerning electronic, video and computer games and the game industry; retail mail order services featuring electronic, video and computer games and magazines and newsletters concerning the same; mail order product fulfillment services for third parties in the field of electronic, video and computer games;GAME NOW;

INTERJUKE

providing data bases, containing excerpts from musical recordings, on a global computer information network;INTER JUKE;

MOVIENOW

MOVIE NOW;retail mailorder services featuring movies and a variety of goods relating to movies and the movie industry, namely, prerecorded video and audio tapes, laser discs, compact discs, magazine and newsletter subscriptions, blank video and audio tapes; mail order product fulfillment services for third parties in the field of movies, namely, prerecorded video and audio tapes, laser discs, compact discs, magazine and newsletter subscriptions, blank video and audio tapes;

MUSICNOW

entertainment services, namely, providing interactive interface services in the fields of books, games, music, software and movies, for the transfer and dissemination of a wide range of information concerning electronic, video and computer games and the game industry, movies and the movie industry, music and the music industry, computer software and the computer software industry, books and the book industry; providing data bases, containing excerpts form musical recordings, on a global computer information network;MUSIC NOW;electronic website marketing services, namely, creating on-line promotions for others; promoting the goods and services of others by placing advertisements and promotional displays in an electronic site access through computer network; promoting the goods and services of other by placing hypertext links to electronic sites of others accessed through computer networks, retail mail order services featuring movies and a variety of goods relating to movies and the movie industry, namely, prerecorded video tapes, CD-rom, laser discs, DVDs, compact discs, magazine and newsletter subscriptions featuring and/or pertaining to motion pictures, television programs, feature films, documentaries, animated films, television movies, animated television programs, music, short subjects; mail order product fulfillment services for third parties in the field of movies, namely, prerecorded video and audio tapes, laser discs, compact discs, blank video and audio tapes, magazine and newsletter subscriptions; retail mail order services featuring electronic, video and computer games and magazines and newsletters concerning the same; retail mail order services featuring computer software and computer peripherals; mail order product fulfillment services for third parties in the field of computer software and computer peripherals; mail order product fulfillment services for third parties in the software and computer peripherals; mail order product fulfillment services for third parties in the field of electronic, video and computer games; retail mail order services featuring a variety of good relating to music and the music industry, namely, compact disc, prerecorded audio and video tapes, blank video and audio tapes, magazine and newsletter subscriptions; computer services, namely, publishing and providing access to newsletters and magazines on-line; computer service, namely, creating indexes of information, sites, and other resources available on computer networks pertaining to music, movies, motion pictures, software, games, books, magazines, recording artist and concerts;

MUSICNOW.COM

entertainment services, namely, providing interactive interface services in the fields of books, games, music, software and movies, for the transfer and dissemination of a wide range of information concerning electronic, video and computer games and the game industry, movies and the movie industry, music and the music industry, computer software and the computer software industry, books and the book industry; providing data bases, containing excerpt from musical recording, on a global computer information network;MUSIC NOW.COM;electronic website marketing services, namely, creating on-line promotions for others; promoting the goods and services of others by placing advertisements and promotional display in an electronic site access through computer network; promoting the goods and service of others by placing hypertext links to electronic sites of others accessed through computer networks, retail mail order services featuring movies and a variety of goods relating to movies and the movie industry, namely, prerecorded video tapes, CD-rom, laser discs, DVDs, compact discs, magazine and newsletter subscriptions featuring and/or pertaining to motion pictures, television programs, feature films, documentaries, animated films, television movies, animated television programs, music, short subjects, mail order product fulfillment services for third parties in the field of movies, namely, prerecorded video and audio tapes, laser discs, compact discs, blank video and audio tapes, magazine and newsletter subscriptions; retail mail order services featuring electronic, video and computer games and magazines and newsletters concerning the same; retail mail order services featuring computer software and computer peripherals; mail order product fulfillment services for third parties in the field of computer software and computer peripherals; mail order products fulfillment services for third parties in the field of electronic, video and computer games; retail mail order services featuring a variety of good relating to music and the music industry, namely, compact discs, prerecorded audio and video tapes, blank video and audio tapes, magazine and newsletter subscriptions; computer services, namely, publishing and providing access to newsletters and magazines on-line; computer services, namely, creating indexes of information, sites, and other resources available on computer networks pertaining to music, movies, motion pictures, software, games, books, magazines, recording artist and concerts;

NEVER MISS A BEAT

Computer services, namely, providing electronic databases, indexes and computer directories of information, sites, and other resources available on computer networks pertaining to music, movies, motion pictures, games, books, magazines, recording artists and concerts; providing electronic databases containing excerpts from musical recordings on a global computer information network;Electronic website marketing services, namely, product and service merchandising [ by creating on-line promotions, specifically, sweepstakes and giveaways; promoting the goods and services of others by placing advertisement and promotional displays in an electronic site accessed through computer network; promoting the goods and services of others by placing hypertext links to electronic sites of others accessed through computer networks ]; retail mail order services featuring music and a variety of goods relating to music and the music industry, namely, compact discs, pre-recorded audio and video tapes, [ magazine and newsletter subscriptions, and blank audio and video tapes ]; retail mail order services featuring movies and a variety of goods relating to movies and the movie industry, namely, prerecorded video tapes, CD-ROM, laser discs, DVDs, compact discs, [ magazine and newsletter subscriptions featuring and/or pertaining to motion pictures, television programs, feature films, documentaries, animated films, television movies, animated television programs, music, short subjects; mail order product fulfillment services for third parties in the field of movies, namely, prerecorded video and audio tapes, laser discs, compact discs, blank video and audio tapes, magazine and newsletter subscriptions; retail mail order services featuring electronic, video and computer games and magazines and newsletters concerning the same; retail mail order services featuring computer software and computer peripherals; mail order product fulfillment services for third parties in the field of computer software and computer peripherals; mail order product fulfillment services for third parties in the field of electronic, video and computer games ];Computer services, namely, providing online magazines and newsletters in the field of music, movies, motion pictures, software, games, books, magazines, recording artists and concerts; computer services, namely, providing electronic databases, indexes and computer directories of information, sites, and other resources available on computer networks pertaining to software; computer services, namely, providing interactive interface services in the fields of books, games, music, software and movies, for the transfer and dissemination of a wide range of information concerning electronic, video and computer games and the game industry, movies and the movie industry, music and the music industry, computer software and the computer software industry, and books and the book industry;

NO OTHER MUSIC STORE COMES CLOSE

retail mail order catalog services featuring pre-recorded videotapes featuring motion picture entertainment, compact discs, pre-recorded audio tapes and pre-recorded videotapes in the field of music and music entertainment, magazine and newsletter subscriptions, and blank audio and videotapes;

NOW TECHNOLOGIES

electronic web site marketing services, namely, creating on-line promotions for others; promoting the goods and services of others by placing advertisements and promotional displays in an electronic site accessed through computer networks;TECHNOLOGIES;interactive computer web site design, development and support services for others, namely, on-line computer software development, on-line web site design, on-line web site maintenance, and on-line web site hosting;

PUREMUSIC

PURE MUSIC;ELECTRONIC WEBSITE MARKETING SERVICES, NAMELY, CREATING ON-LINE PROMOTIONS FOR OTHERS; PROMOTING THE GOODS AND SERVICES OF OTHERS BY PLACING ADVERTISEMENTS AND PROMOTIONAL DISPLAYS IN AN ELECTRONIC SITE ACCESSED THROUGH COMPUTER NETWORKS; PROMOTING THE GOODS AND SERVICES OF OTHERS BY PLACING HYPERTEXT LINKS TO ELECTRONIC SITES OF OTHERS ACCESSED THROUGH COMPUTER NETWORKS; RETAIL MAIL ORDER SERVICES FEATURING A VARIETY OF GOODS RELATING TO MUSIC AND THE MUSIC INDUSTRY, NAMELY, COMPACT DISCS, PRE-RECORDED AUDIO AND VIDEO TAPES, MAGAZINE AND NEWSLETTER SUBSCRIPTIONS, AND BLANK AUDIO AND VIDEO TAPES; RETAIL MAIL ORDER SERVICES FEATURING MOVIES AND A VARIETY OF GOODS RELATING TO MOVIES AND THE MOVIE INDUSTRY, NAMELY, PRERECORDED VIDEO TAPES, CD-ROM, LASER DISCS, DVDS, COMPACT DISCS, MAGAZINE AND NEWSLETTER SUBSCRIPTIONS FEATURING AND/OR PERTAINING TO MOTION PICTURES, TELEVISION PROGRAMS, FEATURE FILMS, DOCUMENTARIES, ANIMATED FILMS, TELEVISION MOVIES, ANIMATED TELEVISION PROGRAMS, MUSIC, SHORT SUBJECTS; MAIL ORDER PRODUCT FULFILLMENT SERVICES FOR THIRD PARTIES IN THE FIELD OF MOVIES, NAMELY, PRERECORDED VIDEO AND AUDIO TAPES, LASER DISCS, COMPACT DISCS, BLANK VIDEO AND AUDIO TAPES, MAGAZINE AND NEWSLETTER SUBSCRIPTIONS; RETAIL MAIL ORDER SERVICES FOR THIRD PARTIES IN THE FIELD OF FEATURING ELECTRONIC, VIDEO AND COMPUTER GAMES AND MAGAZINES AND NEWSLETTERS CONCERNING THE SAME; RETAIL MAIL ORDER SERVICES, THIRD PARTIES IN THE FIELD OF COMPUTER SOFTWARE AND COMPUTER PERIPHERALS; MAIL ORDER PRODUCT FULFILLMENT SERVICES FOR THIRD PARTIES IN THE FIELD OF ELECTRONIC, VIDEO AND COMPUTER GAMES;Computer services, namely, publishing and providing access to newsletters and magazines on-line; computer services, namely, creating indexes of information, sites, and other resources available on computer networks pertaining to music, movies, motion pictures, software, games, books, magazines, recording artists and concerts;

SOFTWARENOW

providing interactive computer interface services in the field of software for the transfer and dissemination of a wide range of information concerning computer software and the computer software industry; retail mail order services featuring computer software and computer peripherals; mail order product fulfillment services for third parties in the field of computer software and computer peripherals;SOFT WARE NOW;

UNHEARD?

Prerecorded audio CDs featuring music;Conducting contests and sweepstakes to promote the sale of the goods and services of others relating to music and the music industry;

YOUR MUSIC. YOUR STORE.

Entertainment services, namely, providing interactive interface services in the fields of books, games, music, software and movies, for the transfer and dissemination of a wide range of information concerning electronic, video and computer games and the game industry, movies and the movie industry, music and the music industry, computer software and the computer software industry, books and the book industry; providing data bases, containing excerpts from musical recordings, on a global computer information network; music publishing services, namely, the production of prerecorded audio compact discs featuring music specifically selected by customers from an interactive index of music and recording artists information, and printed information pertaining to the same;Prerecorded audio CDs featuring music;YOUR MUSIC YOUR STORE;Electronic website marketing services, namely, creating on-line promotions for others; promoting the goods and services of others by placing advertisements and promotional displays in an electronic site access through computer network; promoting the goods and services of others by placing hypertext links to electronic sites of others accessed through computer networks; retail mail order services featuring a variety of goods relating to music and the music industry, namely compact discs, pre-recorded audio and video tapes, magazine and newsletter subscriptions, and blank audio and video tapes; retail mail order services featuring movies and a variety of goods relating to movies and the movie industry, namely, prerecorded video tapes, CD-rom, laser discs, DVDs, compact discs, magazine and newsletter subscriptions featuring and/or pertaining to motion pictures, television programs, feature films, documentaries, animated films, television movies, animated television programs, music, short subjects; mail order product fulfillment services for third parties in the field of movies, namely, prerecorded video and audio tapes, laser discs, compact discs, blank video and audio tapes, magazine and newsletter subscriptions; retail mail order services featuring electronic, video and computer games and magazines and newsletters concerning the same; retail mail order services featuring computer software and computer peripherals; mail order product fulfillment services for third parties in the field of computer software and computer peripherals; mail order product fulfillment services for third parties in the field of electronic, video and computer games; retail mail order services featuring a variety of goods relating to music and the music industry, namely, compact discs, prerecorded audio and video tapes, blank video and audio tapes, magazine and newsletter subscriptions; computer services, namely, publishing and providing access to newsletters and magazines on-line; computer services, namely, creating indexes of information, sites, and other resources available on computer networks pertaining to music, movies, motion pictures, software, games, books, magazines, recording artist and concerts;