ULTA3 COSMETICS & SALON, INC.

III

Health and beauty aids, namely eye makeup, eye makeup remover, facial makeup, facial makeup remover, non-medicated lip balm, skin cleansing lotions, skin moisturizer, suntanning preparations, namely, suntan lotion, suntan gel, suntan mists and suntan creams, artificial suntanning lotion, artificial suntanning spray, astringents for cosmetic purposes, body and bath preparations, namely after-bath splash, bath and body gel, bath and body spray, bath and body scrubs, bath oil, bath salt, bath foam, body lotion, soap, hair shampoo, hair conditioners, hair sprays, nail care preparations, namely nail hardener and strengthener, nail grooming preparations, namely tips, glue, lacquer and glitter, nail hardeners, nail polish, nail polish base coat, nail polish remover, nail polish top coat;

SEPHORA

retail store services in the field of health and beauty aids, general merchandise, costume jewelry and watches and pharmaceuticals;

ULTA 3

IN THE STATEMENT, COLUMN 1, LINES 4 THROUGH 8 SHOULD BE DELETED, AND FOR: WOMEN'S HEALTH AND BEAUTY AIDS, NAMELY, BODY LOTION AND BATH PREPARATIONS, IN CLASS 3 (U.S. CLS. 51, 52), FIRST USE 10-2-1990; IN COMMERCE 11-1-1990 SHOULD BE INSERTED. IN THE STATEMENT, COLUMN 1, LINES 9 AND 10 SHOULD BE DELETED. IN THE STATEMENT, COLUMN 2, LINES 1 THROUGH 3 SHOULD BE DELETED. IN THE STATEMENT, COLUMN 2, LINE 4, WATCHES SHOULD BE DELETED, AND FOR: WOMEN'S CLOTHING ACCESSORIES, NAMELY, HOSIERY SHOULD BE INSERTED.;WOMEN'S HEALTH AND BEAUTY AIDS; NAMELY, BODY LOTION AND BATH PREPARATIONS;[ FACE CREAM, PERSONAL FRAGRANCES, NAIL CARE PREPARATIONS, SKIN CARE PREPARATIONS, SUNTAN PREPARATIONS, SHAMPOO PREPARATIONS, AND SOAP FOR THE SKIN; SUNGLASSES; AND WATCHES ] * WOMEN'S CLOTHING ACCESSORIES, NAMELY, HOSIERY *;

ULTA 3 THE ULTIMATE BEAUTY STORE

IN THE STATEMENT, COLUMN 1, BEFORE LINE 1, ULTA3, INC. (DELAWARE CORPORTION) 20 WEST 241 101ST STREET, LEMONT, IL 60439, BY CHANGE OF NAME FROM SHOULD BE INSERTED.;THE ULTIMATE BEAUTY STORE;retail store services in the field of health and beauty aids, general merchandise, costume jewelry and watches and pharmaceuticals;

ULTA3

acne medications and acne treatment preparations;candles;Shower gels, bubble baths, soaps for skin, hair shampoos, hair conditioners, hair sprays, moisturizing lotions for skin, skin creams, nail polish removers and cotton balls for cosmetic purposes;hair brushes and combs, cosmetic brushes, and cosmetic foam rubber sponges;

ULTA3 BEAUTY CLUB

Retail store services in the field of beauty products featuring a program in which merchandise certificates, discounts, and promotional notices are offered to frequent shoppers;BEAUTY CLUB;

ULTA3 COSMETIC SAVINGS STORE

COSMETIC SAVINGS STORE;retail store services in the field of health and beauty aids, general merchandise, costume jewelry and watches;

ULTA3 COSMETICS & SALON

ULTA 3 COSMETICS AND SALON;Retail store services in the field of health and beauty aids, general merchandise, costume jewelry and watches and pharmaceuticals;

ULTA3 SALON COSMETIC FRAGRANCE

Retail store services in the field of health and beauty aids, general merchandise, costume jewelry and watches and pharmaceuticals;SALON COSMETIC FRAGRANCE;

ULTA3 THE ULTIMATE BEAUTY STORE

THE ULTIMATE BEAUTY STORE;retail store services in the field of health and beauty aids, general merchandise, costume jewelry and watches and pharmaceuticals;