USN COMMUNICATIONS, INC.

IN THE POSSIBILITIES PLACE.

Retail store services in the area of telephone and computer telecommunications services and goods;Coffee bar services;

POWERFUL CONNECTIONS FOR AMERICA

Computer software for use in accessing and navigating global computer network, browsing world wide web sites, web site authoring, sending and receiving electronic mail, data, and images, and utilizing global computer network resources and protocols;Telecommunications services, namely, local and long distance telephone services; paging services; audio and video teleconferencing services; voice mail services; electronic voice messaging, namely, the recording, storage, and subsequent transmission of voice messages by telephone; telephone voice and wireless digital messaging services; electronic transmission of data, images, and documents via computer terminals; providing multiple-user access to a global computer information network; and consultation services related thereto;Calling card services;Retail store services featuring telephone and computer telecommunications equipment, computer programs, and telecommunications and computer telecommunications services namely, local and long distance telephone services; paging services; audio and video teleconferencing services; voice mail services; electronic voice messaging, namely, the recording, storage, and subsequent transmission of voice messages by telephone; telephone voice and wireless digital messaging services; electronic transmission of data, images, and documents via computer terminals; and electronic storage of data; and wholesale distributorship services featuring telecommunication equipment;AMERICA;Hosting the web sites of others on a computer server for a global computer network;

PROCLAIM

audio and video teleconferencing services;

USN

computer software for use in accessing and navigating global computer net work, browsing world wide web sites, web site authoring, sending and receiving electronic mail, data, and images, and utilizing global computer network resources and protocols;Telecommunications services, namely, local and long distance telephone services; paging services; audio and video teleconferencing services; voice mail services; electronic voice messaging, namely, the recording, storage, and subsequent transmission of voice messages by telephone; telephone voice and wireless digital messaging services; electronic transmission of data, images, and documents via computer terminals; providing multiple-user access to a global computer information network; and consultation services related thereto;Calling card services;Hosting the web sites of others on a computer server for a global computer network;

USN COMMUNICATIONS

In the statement, Column 1, before line 1, USN Communications, Inc. (Delaware Corporation) 10 South Riverside Plaza Suite 401 Chicago, IL 60606, by change of name from should be inserted.;telecommunication services, namely, local and long distance telephone services;COMMUNICATIONS;

USN COMMUNICATIONS

Computer software for use in accessing and navigating global computer network, browsing world wide web sites, web site authoring, sending and receiving electronic mail, data, and images, and utilizing global computer network resources and protocols;Telecommunications services, namely, local and long distance telephone services; paging services; audio and video teleconferencing services; voice mail services; electronic voice messaging, namely, the recording, storage, and subsequent transmission of voice messages by telephone; telephone voice and wireless digital messaging services; electronic transmission of data, images, and documents via computer terminals; providing multiple-user access to a global computer information network; and consultation services related thereto;Calling card services;COMMUNICATIONS;Hosting the web sites of others on a computer server for a global computer network;The stippling in the drawing is for shading purposes only.;

USN COMMUNICATIONS

Computer software for use in accessing and navigating global computer network, browsing world wide web sites, web site authoring, sending and receiving electronic mail, data, and images, and utilizing global computer network resources and protocols;Telecommunications services, namely, local and long distance telephone services; paging services; audio and video teleconferencing services; voice mail services; electronic voice messaging, namely, the recording, storage, and subsequent transmission of voice messages by telephone; telephone voice and wireless digital messaging services; electronic transmission of data, images, and documents via computer terminals; providing multiple-user access to a global computer information network; and consultation services related thereto;Calling card services;Retail store services featuring telephone and computer telecommunications equipment, computer programs, and applicant's telecommunications and computer telecommunications services namely, local and long distance telephone services; paging services; audio and video teleconferencing services; voice mail services; electronic voice messaging, namely, the recording, storage, and subsequent transmission of voice messages by telephone; telephone voice and wireless digital messaging services; electronic transmission of data, images, and documents via computer terminals; and electronic storage of data; and wholesale distributorship services featuring telecommunication equipment;COMMUNICATIONS;Hosting the web sites of others on a computer server for a global computer network;

USN COMMUNICATIONS POWERFUL CONNECTIONS FOR AMERICA.

Computer software for use in accessing and navigating global computer network, browsing world wide web sites, web site authoring, sending and receiving electronic mail, data, and images, and utilizing global computer network resources and protocols;Telecommunications services, namely, local and long distance telephone services; paging services; audio and video teleconferencing services; voice mail services; electronic voice messaging, namely, the recording, storage, and subsequent transmission of voice messages by telephone; telephone voice and wireless digital messaging services; electronic transmission of data, images, and documents via computer terminals; providing multiple-user access to a global computer information network; and consultation services related thereto;Calling card services;Retail store services featuring telephone and computer telecommunications equipment, computer programs, and applicant's telecommunications and computer telecommunications services namely, local and long distance telephone services; paging services; audio and video teleconferencing services; voice mail services; electronic voice messaging, namely, the recording, storage, and subsequent transmission of voice messages by telephone; telephone voice and wireless digital messaging services; electronic transmission of data, images, and documents via computer terminals; and wholesale distributorship services featuring telecommunication equipment;COMMUNICATIONS;Hosting the web sites of others on a computer server for a global computer network;

USN CONFERENCE-ON-DEMAND

telecommunications services, namely, providing audio and video teleconferencing;CONFERENCE-ON-DEMAND;

USN POWER COMMUNICATOR

Telecommunications services, namely, providing follow-me 800/888 telephnone services;

USN POWER SUITE

Computer software programs for use in accessing and navigating global computer network, browsing world wide web sites, web site authoring, sending and receiving electronic mail, data, and images, and utilizing global computer network resources and protocols, and transmitting computer presentations via a global computer network;Telecommunications services, namely, local and long distance telephone services; paging services; audio and video teleconferencing services; voice mail services; electronic voice messaging, namely, the recording, storage, and subsequent transmission of voice messages by telephone; telephone voice and wireless digital messaging services; electronic transmission of data, images, and documents via computer terminals; electronic mail services; providing follow-me 800/888 telephone services; providing multiple-user access to a global computer information network; and consultation services related thereto;Calling card services;SUITE;Hosting the web sites of others on a computer server for a global computer network;

USNCONNECT.NET

Computer software for use in accessing and navigating global computer network, browsing world wide web sites, web site authoring, sending and receiving electronic mail, data, and images, and utilizing global computer network resources and protocols;Telecommunication services, namely, electronic transmission of data, images, and documents via computer terminals and global computer networks, electronic storage and retrieval of data and documents, data telecommunication, web site hosting services, and electronic mail services;Computer services, namely, leasing access time to a worldwide network of computer networks, data bases, and computerized sites relating to all types of services, interests and activities;