NETCENTIVES, INC.

CR

Publications, namely, manuals, magazines, newsletters, and brochures in the fields of marketing, marketing research, promotional programs, incentive award programs, and use of computer software and hardware;electronic cash, electronic credit card, and electronic debit card transactions;conducting employee incentive award programs to promote employee performance; conducting consumer and business incentive award programs to promote the purchasing of goods and services of others and to promote traffic to and usage of sites on the global computer network;

LIFE'S A CLICK AND THEN YOU FLY

Computer software used to conduct electronic commerce, to process and transmit purchase transactions, and to conduct promotional programs and incentive award programs;publications, namely, manuals, magazines, newsletters, and brochures in the fields of marketing, marketing research, promotional programs, and use of computer software and hardware;Electronic cash, electronic credit card, and electronic debit card transactions;LIFES A CLICK AND THEN YOU FLY;CONDUCTING EMPLOYEE INCENTIVE AWARD PROGRAMS TO PROMOTE EMPLOYEE PERFORMANCE; CONDUCTING CONSUMER AND BUSINESS INCENTIVE AWARD PROGRAMS TO PROMOTE THE PURCHASING OF GOODS AND SERVICES OF OTHERS AND TO PROMOTE TRAFFIC TO AND USAGE OF SITES ON THE GLOBAL COMPUTER NETWORK;

MILEAGE INSIDER

On-line advisory and information services relating to travel;Electronic cash transactions, electronic credit card transactions, and electronic debit card transactions;MILE AGE IN SIDER;Conducting, processing and analyzing employee incentive award programs to promote employee performance; conducting, processing and analyzing consumer and business incentive and loyalty award programs to promote the purchasing of goods and services of others and to promote traffic to and usage of sites on the global computer network; promotion of the sale of credit card accounts of others and travel awards through the administration of incentive award programs; business administration consultancy services relating to the foregoing; on-line advisory and information services related to the foregoing;Consultancy services relating to computer and computer software systems for conducting and managing loyalty, incentive and marketing award programs;

POPAWARDS

computer software;publications;POP AWARDS;financial services;incentive programs, marketing services, incentive marketing services and award programs;

POPPOINTS

computer software;publications;POP POINTS;financial services;incentive programs, marketing services, incentive marketing services and award programs;

POPREWARDS

computer software;publications;POP REWARDS;financial services;incentive programs, marketing services, incentive marketing services and award programs;

POPS

computer software;publications;financial services;incentive programs, marketing services, incentive marketing services and award programs;

PREMIER ONLINE POINTS

computer software;publications;financial services;incentive programs, marketing services, incentive marketing services and award programs;

RETURN ON LOYALTY

Computer software used to produce electronic cash, conduct electronic commerce, to process, analyze and transmit purchase transactions, and to conduct, process, analyze and transmit promotional programs and loyalty and incentive award programs;Publications, namely, manuals, magazines, newsletters, brochures, booklets and newsletters in the fields of marketing, marketing research, promotional programs, and use of computer software and hardware;Electronic cash, electronic incentives, electronic credit card, and electronic debit card transactions;Conducting, processing and analyzing employee incentive award programs to promote employee performance; conducting, processing and analyzing consumer and business incentive and loyalty award programs to promote the purchasing of goods and services of others, and to promote traffic to and usage of sites on the global computer network; consultancy and information services relating to the foregoing;On-line advisory and information services relating to travel, frequent-flyer information, and loyalty, incentive and marketing award programs; consultancy services relating to the foregoing; consultancy services relating to computer and computer software systems for conducting and managing loyalty, incentive and marketing award programs;

REWARDBROKER

Computer software used to produce electronic cash, conduct electronic commerce, to process, analyze, and transmit purchase transactions, and to conduct, process, analyze, and transmit promotional programs and loyalty and incentive award programs;Electronic cash, electronic incentives, electronic credit card, and electronic debit card transactions;REWARD BROKER;Conducting, processing, and analyzing employee incentive award programs to promote employee performance; conducting, processing, and analyzing consumer and business incentive and loyalty award programs to promote the purchasing of goods and services of others, and to promote traffic to and usage of sites on the global computer network; consultancy and information services relating to the foregoing;On-line advisory and information services relating to travel, frequent-flyer information, and loyalty, incentive, and marketing award programs; consultancy services relating to the foregoing; consultancy services relating to computer and computer software systems for conducting and managing loyalty, incentive, and marketing award programs;

REWARDMONITOR

Computer software used to produce electronic cash, conduct electronic commerce, to process, analyze, and transmit purchase transactions, and to conduct, process, analyze, and transmit promotional programs and loyalty and incentive award programs;Electronic cash, electronic incentives, electronic credit card, and electronic debit card transactions;REWARD MONITOR;Conducting, processing, and analyzing employee incentive award programs to promote employee performance; conducting, processing, and analyzing consumer and business incentive and loyalty award programs to promote the purchasing of goods and services of others, and to promote traffic to and usage of sites on the global computer network; consultancy and information services relating to the foregoing;On-line advisory and information services relating to travel, frequent-flyer information, and loyalty, incentive, and marketing award programs; consultancy services relating to the foregoing; consultancy services relating to computer and computer software systems for conducting and managing loyalty, incentive, and marketing award programs;

REWARDTRANSACTOR

Computer software used to produce electronic cash, conduct electronic commerce, to process, analyze, and transmit purchase transactions, and to conduct, process, analyze, and transmit promotional programs and loyalty and incentive award programs;Electronic cash, electronic incentives, electronic credit card, and electronic debit card transactions;REWARD TRANSACTOR;Conducting, processing, and analyzing employee incentive award programs to promote employee performance; conducting, processing, and analyzing consumer and business incentive and loyalty award programs to promote the purchasing of goods and services of others, and to promote traffic to and usage of sites on the global computer network; consultancy and information services relating to the foregoing;On-line advisory and information services relating to travel, frequent-flyer information, and loyalty, incentive, and marketing award programs; consultancy services relating to the foregoing; consultancy services relating to computer and computer software systems for conducting and managing loyalty, incentive, and marketing award programs;

REWARDTRANSFER

Computer software used to produce electronic cash, conduct electronic commerce, to process, analyze, and transmit purchase transactions, and to conduct, process, analyze, and transmit promotional programs and loyalty and incentive award programs;Electronic cash, electronic incentives, electronic credit card, and electronic debit card transactions;REWARD TRANSFER;conducting, processing, and analyzing employee incentive award programs to promote employee performance; conducting, processing, and analyzing consumer and business incentive and loyalty award programs to promote the purchasing of goods and services of others, and to promote traffic to and usage of sites on the global computer network; consultancy and information services relating to the forgoing;On-line advisory and information services relating to travel, frequent-flyer information, and loyalty, incentive, and marketing award programs; consultancy services relating to the foregoing; consultancy services relating to computer and computer software systems for conducting and managing loyalty, incentive, and marketing award programs;

REWARDTRUST

Computer software used to produce electronic cash, conduct electronic commerce, to process, analyze, and transmit purchase transactions, and to conduct, process, analyze, and transmit promotional programs and loyalty and incentive award programs;On-line advisory and information services relating to travel, frequent-flyer information, and loyalty, incentive, and marketing award programs; consultancy services relating to the foregoing;Electronic cash, electronic incentives, electronic credit card, and electronic debit card transactions;REWARD TRUST;Conducting, processing, and analyzing employee Incentive award programs to promote employee performance; conducting, processing, and analyzing consumer and business incentive and loyalty award programs to promote the purchasing of goods and services of others, and to promote traffic to and usage of sites on the global computer network; consultancy and information services relating to the foregoing;Consultancy services relating to computer and computer software systems for conducting and managing loyalty, incentive, and marketing award programs;

REWARDXACTOR

Computer software used to produce electronic cash, conduct electronic commerce, to process, analyze, and transmit purchase transactions, and to conduct, process, analyze, and transmit promotional programs and loyalty and incentive award programs;Electronic cash, electronic incentives, electronic credit card, and electronic debit card transactions;REWARD X ACTOR;Conducting, processing, and analyzing employee incentive award programs to promote employee performance; conducting, processing, and analyzing consumer and business incentive and loyalty award programs to promote the purchasing of goods and services of others, and to promote traffic to and usage of sites on the global computer network; consultancy and information services relating to the foregoing;On-line advisory and information services relating to travel, frequent-flyer information, and loyalty, incentive, and marketing award programs; consultancy services relating to the foregoing; consultancy services relating to computer and computer software systems for conducting and managing loyalty, incentive, and marketing award programs;

SECUREREWARD

Computer software used to produce electronic cash, conduct electronic commerce, to process, analyze, and transmit purchase transactions, and to conduct, process, analyze, and transmit promotional programs and loyalty and incentive award programs;SECURE REWARD;

SHOP ONLINE. EARN MILES.

Electronic cash, electronic incentives, electronic credit card, and electronic debit card transactions;Conducting, processing, and analyzing employee incentive award programs to promote employee performance; conducting, processing, and analyzing consumer and business incentive and loyalty award programs to promote the purchasing of goods and services of others, and to promote traffic to and usage of sites on the global computer network; consultancy and information services relating to the foregoing;On-line advisory and information services relating to travel, frequent-flyer information, and loyalty, incentive, and marketing award programs; consultancy services relating to the foregoing; consultancy services relating to computer and computer software systems for conducting and managing loyalty, incentive, and marketing award programs;

THE MORE YOU KNOW, THE FASTER YOU FLY

THE MORE YOU KNOW THE FASTER YOU FLY;On-line advisory and Information services relating to travel, frequent-flyer information, and loyalty, incentive and marketing award programs; consultancy services relating to the foregoing; consultancy services relating to computer and computer software systems for conducting and managing loyalty, incentive and marketing award programs;

YOU'VE EARNED MILES

Computer software used to produce electronic cash, conduct electronic commerce, to process, analyze, and transit purchase transactions, and to conduct, process, analyze, and transmit promotional programs and loyalty and incentive award programs;Publications, namely, manuals, magazines, newsletters, brochures, booklets and newsletters in the fields of marketing, marketing research, promotional programs, and use of computer software and hardware;Electronic cash, electronic credit card, and electronic debit card transactions;YOU HAVE EARNED MILES;Conducting employee incentive award programs to promote employee performance; conducting consumer and business incentive award programs to promote the purchasing of goods and services of others and to promote traffic to and usage of sites on the global computer network;MILES;On-line advisory and information services relating to travel, frequent-flyer information, and loyalty, incentive, and marketing award programs; consultancy services relating to the foregoing; consultancy services relating to computer and computer software systems for conducting and managing loyalty, incentive, and marketing award programs;

YOU'VE GOT MILES

Computer software used to produce electronic cash, conduct electronic commerce, to process, analyze, and transmit purchase transactions, and to conduct, process, analyze, and transmit promotional programs and loyalty and incentive award programs;Publications, namely, manuals, magazines, newsletters, brochures, booklets and newsletters in the fields of marketing, marketing research, promotional programs, and use of computer software and hardware;Electronic cash, electronic credit card, and electronic debit card transactions;YOU HAVE GOT MILES;Conducting employee incentive award programs to promote employee performance; conducting consumer and business incentive award programs to promote the purchasing of goods and services of others and to promote traffic to and usage of sites on the global computer network;MILES;Online advisory and information services relating to travel, frequent-flyer information, and loyalty, incentive, and marketing award programs; consultancy services relating to the foregoing; consultancy services relating to computer and computer software systems for conducting and managing loyalty, incentive, and marketing award programs;