IXL HOLDINGS, INC.

BOXTOP

computer services, namely, providing multiple user access to global computer networks for the transfer and dissemination of a wide range of information, including organizing and indexing information to permit custom searching of and access to information on the global computer network; providing design, development, maintenance, updates and host services, for others, of web sites for a global computer network system;

BOXTOP INTERACTIVE

Computer services, namely, providing multiple user access to global computer networks for the transfer and dissemination of a wide range of information, including organizing and indexing information to permit custom searching of and access to information on the global computer network;INTERACTIVE;

BOXTOP STUDIOS

computer hardware, software and firmware for communications services, namely, the electronic transmission of messages, data, audio and video communications;BOX TOP STUDIOS;computer services, namely, providing an interactive computer database in the field of art, entertainment and cultural activities; providing an on-line bulletin board in the field of art, entertainment and cultural activities; providing multiple user access to global computer networks for the transfer and dissemination of a wide range of information, including organizing and indexing information to permit custom searching of and access to information on the global computer network;

CORPRATE

PROVIDING VOLUNTARY BENEFIT SERVICES TO EMPLOYEES OF OTHERS;

DIGITAL PLANET

computer software for entertainment purposes for viewing and interacting with prerecorded audiovisual and multimedia stories, not in the nature of a computer game; computer software for educational purposes at the pre-kindergarten, kindergarten, primary, secondary and post-secondary level in all subject areas; computer software for use in creating multimedia presentations; virtual reality software for use in business and for teaching and learning in a wide variety of subjects; pre-recorded programs containing a wide range of general interest information, namely, databases containing business and residential address, telephone, facsimile and electronic mail directories, encyclopedias, dictionaries, almanacs, accounting references, and databases of information relating to office productivity;DIGITAL;consulting services for the design and implementation of interactive computer systems and online services;

IDOL CHATTER

computer games planed on-line and computer game information by means of a global computer network;computer game software;

ILEARN

I LEARN;DESIGNING COMPUTER SOFTWARE THAT MAY BE DOWNLOADED FROM A GLOBAL COMPUTER NETWORK, NAMELY, DEVELOPING SOFTWARE APPLICATIONS FOR TRAINING AND PERFORMANCES SUPPORT FOR BUSINESSES;

INTERNET EXCELLENCE

VIDEO PRODUCTION SERVICES;INTERNET;HOSTING THE WEBSITES OF OTHERS ON A SERVER FOR A GLOBAL COMPUTER NETWORK; PROVIDING MULTIPLE-USER ACCESS TO A GLOBAL COMPUTER NETWORK FOR THE TRANSFER AND DISSEMINATION OF A WIDE RANGE OF INFORMATION; PROVIDING ONLINE FACILITIES FOR REAL TIME INTERACTION WITH OTHER COMPUTER USERS VIA CHAT ROOMS CONCERNING TOPICS OF GENERAL INTEREST; KIOSK DESIGN AND DEVELOPMENT SERVICES, NAMELY, DESIGNING AND DEVELOPING INTERACTIVE BOOTHS FOR USE AT TRADE SHOWS; DESIGNING AND DEVELOPING WEBSITES FOR OTHERS; CD ROM DESIGN AND DEVELOPMENT SERVICES;

IXL

Multimedia entertainment software production services; videotape production services;The mark consists of the stylized letters iXL each depicted within a separate abstract three-dimensional construction block.;Telecommunications gateway services, namely, providing access and connectivity to a global computer network; electronic transmission of data, video and audio in the form of data streams via interconnected computer networks linked by common protocols;Hosting the web sites of others on a computer server for a global computer network; kiosk design services; website design services; design of on-line facilities and websites for real-time interaction with other computer users concerning topics of general interest in the nature of chat rooms;

IXL LIVE

entertainment services, namely, programs in the nature of an ongoing comedic series, talk shows, musical performances, an ongoing dramatic series, and baseball games via a global computer network;chat room computer services, namely providing online facilities for real-time interaction with other computer users concerning matters of general interest;LIVE;

NETPITCH

NET PITCH;DEVELOPMENT OF CUSTOMIZED MULTIMEDIA NEW PRODUCT PROMOTIONS FOR THIRD PARTIES;

SHOWCASE

COMPUTER SOFTWARE FOR USE IN CREATING A CATALOG OF MULTIMEDIA CONTENT, SUCH AS VIDEOS, AUDIO BYTES AND SLIDE SHOWS;SHOW CASE;

SILICON SHORE

computer services, namely, providing an on-line magazine regarding issues concerning global computer information networks;

VISITOR

computer hardware, software and firmware for communication services, namely, the electronic transmission of messages, data, audio and video communications;communications services, namely, electronic transmission of messages and data and audio and video communications in International Class 38;

WWW.IXL.COM

Multimedia entertainment software production services; videotape production services;Telecommunications gateway services, namely, providing access and connectivity to a global computer network; electronic transmission of data, video and audio in the form of data streams via interconnected computer networks linked by common protocols;Hosting the web sites of others on a computer server for global computer network; kiosk design services; website design services; design of on-line facilities and websites for real-time interaction with other computer users concerning topics of general interest in the nature of chat rooms;