U.S. HEALTHCARE, INC.

21ST CENTURY

organizing and administering pre-paid health care plans;HMO;

CHOICE OF EXCELLENCE

underwriting and administering prepaid healthcare plans;

CORPORATE HEALTH ADMINISTRATORS

providing and administering quality control systems for healthcare benefits providers and administration of health benefit plans;CORPORATE HEALTH ADMINISTRATORS;

ELS

computer software for electronic transmission and receipt of data relating to healthcare;

ELS

administration of a managed healthcare plan;

EMPLOYABILITY

EMPOYEE ABILITY;insurance services, namely worker's compensation claims processing and administration; medical insurance claims processing and administration for employers; and administration of prepaid health and worker's compensation claims;

HDIC

healthcare administration services via computer;

HEALTH PLAN FOR LIVING

HEALTH PLAN;healthcare services in the nature of a health maintenance organization;

HEALTH PLAN STORE

health insurance underwriting and administration services;HEALTH PLAN;

HEALTHY BREATHING

IN THE STATEMENT, COLUMN 2, LINES 3 THROUGH 5 ARE DELETED, AND THE DRAWING IS AMENDED TO APPEAR AS FOLLOWS: HEALTHY BREATHING;HEALTH SERVICES, NAMELY ASSISTING INDIVIDUALS TO STOP SMOKING;

HEALTHY EATING

healthcare services; namely, individualized consultation in the field of diet and nutrition;

HEALTHY EATING PROGRAM

PROGRAM (AND RELATED PRINT MATERIALS) OFFERED BY U.S. HEALTHCARE PRIMARILY AS A HEALTH INSURANCE BENEFIT TO MEMBERS OF AFFILIATED HEALTH MAINTENANCE ORGANIZATIO;

HMO-ND

prepaid health care services;

HMO-RI

prepaid health care services;

HMO-VA

prepaid health care services;

L'IL APPLESEED

LITTLE APPLESEED;prenatal healthcare programs;

NO ONE CARES FOR YOU LIKE US

health maintenance organization and health insurance services;

NO ONE WATCHES OVER YOU LIKE US.

ADMINISTRATION AND UNDERWRITING SERVICES IN THE FIELD OF HEALTH CARE INSURANCE FOR MEDICAL SERVICES RENDERED THROUGH PARTICIPATING HEALTH MAINTENANCE ORGANIZATION PROVIDERS;

PREMIER HMO

HMO;healthcare services in the nature of a health maintenance organization;

QHA

medical cost management services in the nature of a program for review and analysis and reporting of cost effectiveness and outcome of health care services;

QNET

administering and underwriting pre-paid health care plans and health care insurance services;

QUALITY HEALTH ANALYTICS

reviewing, analyzing and reporting of cost effectiveness and outcomes of health care services;HEALTH;

QUALITY NETWORK CHOICE

administering and underwriting pre-paid health care plans and health care insurance services;

QUALITY POINT PROGRAM

health insurance underwriting and administrative services;PROGRAM;

RESPOND! EMPLOYER SERVICE PROGRAM

PROVIDING BUSINESS MANAGEMENT CONSULTING AND CUSTOMER ASSISTANCE SERVICES IN THE FIELD OF HEALTH CARE MANAGEMENT, CLAIMS PROCESSING, BILLING AND HEALTH CARE PLAN ENROLLMENT;EMPLOYER SERVICE PROGRAM;THE LINING AND STIPPLING ARE FEATURES OF THE MARK.;

THE LIBERTY PLAN FROM U.S. HEALTHCARE

THE LIBERTY PLAN FROM US HEALTH CARE;underwriting and administering health care insurance plans;as to U.S. HEALTHCARE;PLAN and HEALTHCARE;

THE LITTLE GOLD BOOK

printed publications, namely, pamphlets, brochures and handbooks issued periodically to health care plan members;BOOK;

U.S. HEALTH MAINTENANCE ORGANIZATION

US HEALTH MAINTENANCE ORGANIZATION;as to U.S.;HEALTH MAINTENANCE ORGANIZATION;healthcare in the nature of health maintenance organization services;

U.S. HEALTH NETWORK

computer programs for physicians to permit integration of practice management software and medical and insurance information;US Health Network;HEALTH NETWORK;

U.S. HEALTHCARE

us health care;administering prepaid healthcare plans, and underwriting insurance for prepaid healthcare services;HEALTHCARE;healthcare services in the nature of a health maintenance organization;

U.S. HEALTHCARE ADVANTAGE

US HEALTHCARE ADVANTAGE;administering pre-paid healthcare plans and workmen's compensation insurance and administration of self-insured health benefits plans;as to U.S. HEALTHCARE;healthcare utilization and review services;HEALTHCARE;healthcare services in the nature of a health maintenance organization;

U.S. HEALTHCARE CUSTOM OPTION

underwriting and administering pre-paid healthcare plans;as to U.S. HEALTHCARE;HEALTHCARE CUSTOM OPTION;

U.S. HEALTHCARE FLEX OPTIONS

underwriting and administering pre-paid healthcare plans;as to U.S. HEALTHCARE;HEALTHCARE FLEX OPTIONS;

U.S. HEALTHCARE GOLDEN MEDICARE PLAN

US HEALTH CARE GOLDEN MEDICARE PLANS;underwriting and administering health insurance;as to U.S. HEALTHCARE;HEALTHCARE and MEDICARE PLANS;health care in the nature of a medicare health maintenance organization;

U.S. HEALTHCARE INDIVIDUAL ADVANTAGE PROGRAM

as to U.S. HEALTHCARE;INDIVIDUAL and PROGRAM;healthcare services in the nature of a health maintenance organization;

U.S. HEALTHCARE INTERNATIONAL

US HEALTHCARE INTERNATIONAL;administering healthcare benefits plans;as to U.S. HEALTHCARE;HEALTHCARE INTERNATIONAL;

U.S. HEALTHCARE MEDICAL INFORMATION HEALTHLINE

US HEALTHCARE MEDICAL INFORMATION HEALTH LINE;as to U.S. HEALTHCARE;HEALTHCARE MEDICAL INFORMATION HEALTHLINE;providing information about health and medical subjects by way of recorded messages accessible by telephone;

U.S. HEALTHCARE NETWORK

US HEALTHCARE NETWORK;organizing and administering pre-paid healthcare plans in the nature of health maintenance organizations and other managed healthcare plans;as to U.S. HEALTHCARE;HEALTHCARE NETWORK;

U.S. HEALTHCARE PREFERRED

US HEALTHCARE PREFERRED;administering pre-paid and self-insured healthcare benefits plans;as to U.S. HEALTHCARE;HEALTHCARE PREFERRED;

U.S. HEALTHCARE SELECT

US HEALTH CARE SELECT;underwriting and administering pre-paid health care plans;as to U.S. HEALTHCARE;HEALTHCARE;

U.S. HEALTHCARE'S SMALL BUSINESS ALLIANCE

U.S. HEALTH CARES SMALL BUSINESS ALLIANCE;administration of prepaid health care plans and indeminity health care plans;as to U.S. HEALTHCARE'S;HEALTHCARE and SMALL BUSINESS;

U.S. MANAGED CARE

insurance underwriting in the field of health and employee benefits; and administration of health insurance and employee benefit plans;as to U.S.;MANAGED CARE;

U.S. MENTAL HEALTH SYSTEMS

administering mental health and substance abuse healthcare benefits plans;as to U.S.;MENTAL HEALTH SYSTEMS;

U.S.P.Q.D.

USPQD;administration of health maintenance organizations, and pre-paid dental and pharmaceutical plans;management of mental health and medical care facilities;

US HEALTHCARE

US HEALTH CARE;administering prepaid healthcare plans, indemnity plans, and healthcare insurance services;as to U.S. HEALTHCARE;HEALTHCARE;healthcare services in the nature of a health maintenance organization;

US HEALTHCARE

administering prepaid healthcare plans, indemnity plans, and healthcare insurance services;as to U.S. HEALTHCARE;HEALTHCARE;healthcare services in the nature of a health maintenance organization;

US HEALTHCHECK

US HEALTH CHECK;US;HEALTH CARE SERVICES, INCLUDING BUT NOT LIMITED TO INDIVIDUAL HEALTH EXAMINATION SERVICES FOR MEMBERS OF A HEALTH MAINTENANCE ORGANIZATION, PARTICULARLY BREAST AND COLORECTAL CANCER SCREENING PROGRAMS;

USHC

administering prepaid healthcare plans and indemnity plans, and healthcare insurance services;healthcare services in the nature of a health maintenance organization;

VERSATILE

IN THE STATEMENT, COLUMN 2, LINES 1 THROUGH 3 ARE DELETED, AND THE DRAWING IS AMENDED TO APPEAR AS FOLLOWS: VERSATILE;prepaid health care services;

VISION CHECK

administering pre-paid health care plans, namely assessing member eligibility and processing health care benefit claims by telephone;

WCA

insurance services, namely compensation claim management, medical case management services for employers, and administration of prepaid health and workers' compensation plans;

YOU'LL FEEL BETTER WITH US

YOU WILL FEEL BETER WITH US;underwriting and administering insurance for health care services;health care in the nature of health maintenance organizations;

YOUR HEALTH SECURITY

underwriting and administering health insurance;health care in the nature of a medicare health maintenance organization;