MEMBERWORKS INCORPORATED

AIRFARE ON US

AIR FARE ON US;Promoting the goods and services of others through a membership program that provides travel information, discounted or free fares for travel and transportation, and discounted or free accommodations and services at hotels, spas and other tourist attractions;

BUSINESSMAX

BUISNESS MAXIMUM;PROMOTING THE GOODS AND SERVICES OF OTHERS TO BUSINESSES VIA A MEMBERSHIP SERVICE FOR BUSINESSES THAT PROVIDES DISCOUNTS AND REBATES ON GOODS AND SERVICES NEEDED BY BUSINESS OWNERS AND EMPLOYEES OF BUSINESS OWNERS, NAMELY, OFFICE FURNITURE AND EQUIPMENT, TELEPHONE AND TELECOMMUNICATIONS SERVICES, ADVERTISING, LIST RENTAL, BUSINESS PROFILES, GLOBAL COMPUTER NETWORK SERVICES, NAMELY, GLOBAL COMPUTER NETWORK ACCESS SERVICES AND EMAIL SERVICES, BUSINESS ADVISORY, INSURANCE, LEGAL, TAX PREPARATION AND FINANCIAL SERVICES, AUTO LEASING, POSTAL, POSTAGE METERS AND OVERNIGHT DELIVERY SERVICES, MAGAZINES AND PUBLICATIONS, TRAVEL SERVICES, HOTES, CAR RENTALS, COMPUTER HARDWARE, SOFTWARE AND BACK-UP SERVICES AND COMPUTER TRAINING, PAYROLL SERVICES, PRINTING, PHOTOCOPYING AND SECURITY SERVICES AS WELL AS HEALTH AND DENTAL BENEFITS FOR EMPLOYEES;

CALLERS ADVANTAGE

Telephone calling card services;

CARDMEMBER PROTECTION SERVICES

CARD MEMBER PROTECTION SERVICES;credit card replacement services, and services in the nature of notification of loss or theft to issuers;as to CARDMEMBER;credit card registration services;

CARDMEMBER PUBLISHING

CARD MEMBER PUBLISHING;as to CARDMEMBER;business, marketing, and advertising services in the nature of design of marketing and promotional programs for others that provide discounts on the purchase of a variety of goods and services in the fields of travel, entertainment, clothing, leisure, computers, health, fitness, dentistry, investment, and personal security;

CDP NETWORK

organization and administration of a preferred provider program featuring dentists;NETWORK;

COUNTRYWIDE DENTAL PROGRAM

COUNTRY WIDE DENTAL PROGRAM;doctor referral services;DENTAL PROGRAM;dentistry;

EMERGENCY STOVE SIDE ASSISTANCE

telephone shop-at-home services in the fields of cooking and meal preparation, namely, prepared foods, wines, spirits, spices and herbs, cooking and kitchen utensils, kitchenware, flatware, cutlery, china, pots and pans, tableware, glassware, linens, napkins, menus (both electronic and hard copies); providing consultation on purchases of products and services of others relating to meal preparation, cooking and food, namely, menu planning consulting services, catering services and food delivery services and promoting such goods and services of others through the distribution of discount cards, incentive award programs, promotional events, and the awarding of discount coupons;

FLY AWAY USA

Promoting the goods and services of others through a membership program that provides travel information, discounted or free fares for travel and transportation, and discounted or free accommodations and services at hotels, spas and other tourist attractions;

HEALTHMAX ADVANTAGE

The promotion of the goods and services of others through the provision of discounts, savings and information on health-related products and services, including chiropractic service and dental care, eyeglasses, contact lenses prescription drugs and hearing aides;HEALTH MAX ADVANTAGE;

HEALTHTRENDS

HEALTH TRENDS;clearing house for general information on health related matters;optometry services, providing health information services, pharmacies, pharmaceutical services, physical fitness consultation services; telephone shop-at- home services and mail order services in the field of health;

LEISURE ADVANTAGE

entertainment in the nature of a prerecorded sports event hotline messages by telephone;promotion of the goods and services of others through a membership program offering discounts and information on goods and services in the fields of sports, fitness and recreation, offered to cardholders of credit card issuers and to other consumers;LEISURE;

MAGICAL SAVINGS

Business services and advertising services for others, namely, organization and administration of a consumer benefit program in which customers receive discounts on and passes to a variety of entertainment sources, including theme parks, amusement parks, toy and hobby stores, audio and video entertainment and theatres and cinemas;SAVINGS;

MEMBERLINK

MEMBER LINK;promotion of sale goods and services of others and telephone marketing services through which goods and services are bundled and consumers are enrolled in discount programs;

MEMBERWORKS

Business, marketing and advertising services in the nature of designing and implementing promotional programs for others that provide discounts on the purchase of goods and services in the fields of travel, entertainment and recreation, clothing and fashion accessories, home appliances, computers and electronics, health care, dental care, consumer information, personal fitness, home-improvement and garden goods, telephone service, utilities, furniture, automobiles, investing and personal finance, and personal security;

MEMBERWORKS THE POWER OF VALUE

business, marketing and advertising services in the nature of design of marketing and promotional programs for others that provide discounts on the purchases of a variety of goods and services in the fields of travel, entertainment, clothing, leisure, computers, health, dentistry, investment and personal security;INCORPORATED;consulting services in the nature of design, of membership and discount programs offered to consumers providing discounts for travel, entertainment and leisure activities, health, beauty, fitness, dental and health programs, financial and investment goods and services, computer-related goods and services, and security and emergency goods and services;

MYHEALTHYSAVINGS.COM

MY HEALTHY SAVINGS;Promoting the goods and services of others through a consumer membership program via a global computer network that offers incentives, discounts and awards for health care products and services in the area of prescriptions, eyeglasses, dental care, chiropractic treatment, exercise programs and general medical care;

MYHEALTHYSAVINGS.COM

Promoting the goods and services of others through a consumer membership program via a global computer network that offers incentives, discounts and awards for health care products and services in the area of prescriptions, eyeglasses, dental care, chiropractic treatment, exercise programs, and general medical care;

PREMIERHEALTH BASICS

PREMIER HEALTH BASICS;organization and administration of a consumer benefit program in which customers receive discounts on and access to a variety of medical and health related goods and services featuring the services of optometrists, pharmacists, audiologists, chiropractors, and other health-care providers and providing access to and discounts on health-related goods, namely prescriptions, hearing aids, eyewear, vitamins and nutritional supplements, and health-related publications;providing patient authorized access to a computer database of patient medical records for transmission of medical information and emergency contacts; health information service for the consumer staffed by physicians;

PREMIERHEALTH MEDICAL

PREMIER HEALTH MEDICAL;organization and administration of a consumer benefit program in which customers receive discounts on the services of and access to a network of healthcare providers and physicians;

PREMIERHEALTH PLUS

PREMIER HEALTH PLUS;organization and administration of a consumer benefit program in which customers receive discounts on and access to a variety of medical and health related goods and services featuring the services of optometrists, pharmacists, dentists, audiologists, chiropractors, and other health-care providers and providing access to and discounts on health-related goods, namely prescriptions, hearing aids, eyewear, vitamins and nutritional supplements, and health-related publications;providing patient authorized access to a computer database of patient medical records for transmission of medical information and emergency contacts; health information service for the consumer staffed by physicians;

PRIVACY ALERT

provision of information to consumers relating to obtaining and understanding consumer information namely, credit reports, banking, insurance and mortgage information, health records, driving and insurance records, social security records and benefits; telephone hot line service providing consulting services to consumers about all of the foregoing information;

PRIVACY PROTECT

provision of information to consumers relating to obtaining and understanding consumer information, namely, credit reports, banking records, insurance and mortgage information, real estate, school and community information, health records, driving and insurance records, Social Security records and benefits; telephone hotline service providing consulting services to consumers about all of the foregoing information;

RATESAVER

Telephone calling card services;RATE SAVER;Membership services, namely, provision of rebates and discounts on wide variety of goods and services;

STOVE SIDE ASSISTANCE

telephone shop-at-home services in the fields of cooking and meal preparation, namely, prepared foods, wines, spirits, spices and herbs, cooking and kitchen utensils, kitchenware, flatware, cutlery, china, pots and pans, tableware, glassware, linens, napkins, menus (both electronic and hard copies); providing consultation on purchases of products and services of others relating to meal preparation, cooking and food, namely, menu planning consulting services, catering services and food delivery services and promoting such goods and services of others through the distribution of discount cards, incentive award programs, promotional events, and the awarding of discount coupons;

THEBIGDEAL.COM

Entertainment services, namely, providing sweepstakes, games, giveaways, and contests over the global computer network;THE BIG DEAL;Advertising and promotional services, namely, promoting the goods and services of others through the provision and administration of sweepstakes, promotional contests, coupons, product samples, and incentive award programs over the global computer network;

TICKETS ON US

Promoting the goods and services of others through a membership program that provides information about travel services, accommodations, and entertainment events; promoting the goods and services of others through a membership program that provides discounted or free fares for travel services, accommodations, and admission to entertainment events;