ILLUMINA PRODUCTIONS, INC.

HYPERMAN

entertainment and education in the nature of programs distributed over television, cable, satellite, audio and video media;

HYPERMAN

bags, namely purses, athletic bags, tote bags, book bags, back packs, duffel bags, gym bags, travel bags, school book bags, travel bags, fanny packs, waist packs, drawstring pouches and umbrellas;

HYPERMAN

clothing, namely shoes, socks, shirts, slacks, sweaters, pajamas, nightgowns and sleepwear, coats, caps and headwear, dresses and skirts, T-shirts, jackets, neckties, sweatshirts, sweatpants, swimwear, undergarments;

HYPERMAN

lunch boxes and insulated lunch bags; glassware, namely drinking glasses and cups; mugs of glass, porcelain and earthenware; hair combs, hair brushes; paper and plastic cups and plates; insulated thermal containers for food or beverages; figures and figurines of china, crystal, earthenware, glass, porcelain and terra cotta; wastepaper baskets;

HYPERMAN

children's books, children's activity books, puzzle books, story books, picture books, sketch books, song books, pop-up books, stamp books, comic books, craft books, paint-by-number books, coloring books, music books, and educational books on the subjects of chemistry, biology, physics, history, social studies and literature; children's magazines; fan club and children's newsletters; informational fliers on the subjects of chemistry, biology, physics, history, social studies and literature; instructional manuals for computer games; postcards; desk pads; decals; notepads; writing implements, pens, pencils and markers; pen and pencil carrying cases; pencil sharpeners; party paper decorations, paper party bag, paper napkins, paper gift wrap bows, paper identification tags, paper mats, paper name badges, paper party hats, paper placemats, paper ribbons, paper table cloths, paper table linens; posters; greeting cards, and cards bearing universal greetings; credit cards;

HYPERMAN

interactive computer software in the form of CD-ROMs, laser disks and other magnetic and optical medial featuring entertainment and educational content in the subject of chemistry, biology, physics, history, social studies and literature and instructional manuals sold together as a unit;

HYPERMAN

computer game programs and tapes; toys, namely, hand-held units for playing electronic games for entertainment and learning; computer game cartridges and cassettes; board games and card games; role playing games; video game software, joysticks, cartridges and cassettes; toy figures; party figures in the nature of small toys; action mechanical and electronic toy figures; stuffed toys and stuffed toy animals and soft sculpture plush toys; toy model train sets; playground equipment, namely, climbing units, swing sets and slides;

HYPERMAN

HYPER MAN;domestic items, namely afghans, bath linens, fabric bath mats, bed linens, bed sheets, bed spreads, bed blankets, pillow cases, dish cloths, wash cloths, table cloths not of paper, comforters, duvet covers, curtains, draperies, dust ruffles, household linens, table linens, textile placemats, cloth napkins, pillow shams, quilts, bath towels, kitchen towels, tea towels;

HYPERMAN

camping equipment, namely tents, hammocks and ropes;

HYPERSPACE

providing educational and entertainment services, namely providing information and content via on-line computer services; and providing educational and entertainment services in the nature of an interactive television series;HYPER-SPACE;

NEW LEARNING PROJECT

pre-recorded audio and video products; namely, laser disks, CD-ROMS, audio cassette tapes and video cassette tapes, and computer software for use in pre-school, elementary, secondary, higher and continuing education, in an entertaining and educational format;LEARNING;

NEW LEARNING PROJECT

production services for audio and video products; namely, laser discs, CD-ROMS, television shows and motion pictures for educational and entertainment purposes, and consultation therefor; training in the use and operation of the above-named audio and video products;LEARNING PROJECT;

NEW LEARNING PROJECT

books, user guides, brochures, manuals and printed instructional materials for use with audio and video products; namely, laser disks, CD-ROMS, audio tape cassettes, video tape cassettes and computer software; and guide books for use in conjunction with television and motion pictures;LEARNING;