7TH LEVEL, INC.

3D CHARACTER WIZARD

Computer animation software to create, produce and play media-rich, intelligent, interactive animations for Internet and broadband applications;

AGENT 7

Computer animation software to create, produce and play media-rich, intelligent, interactive animations for Internet and broadband applications;

ALPHABOT

interactive educational game software for personal computers;ALPHA ROBOT;

ARCADE AMERICA

interactive game software for personal computers;AMERICA;

BATTLE BEAST

interactive game software for personal computers;

CHARACTER PACK

Computer animation software to create, produce and play media-rich, intelligent, interactive animations for Internet and broadband applications;

CHARACTER WIZARD

Computer animation software to create, produce and play media-rich, intelligent, interactive animations for Internet and broadband applications;

COLD BLOODED

interactive computer game software;

DESKTOP PLAYGROUND

interactive entertainment software for personal computers;

DIGIBOT

interactive educational game software for personal computers;

DIGIMATION

interactive entertainment software for inking and painting animation;

EARMAX

interactive entertainment software incorporating a digital audio track accompanying animated displays;

EDUBOT

interactive educational game software for personal computers;

FINN

interactive computer game software;

G-NOME

interactive computer software games;

GENOME

interactive game CD-ROM;

INFINITY ONE

interactive computer game software software for personal computers;

IQN

providing computer intelligence test games that may be accessed network-wide by network users;

KID'S WORLD

KID'S;providing access to an interactive computer database on a wide variety of subjects of interest to children;

LIL' HOWIE'S FUN HOUSE

interactive educational computer game software for use with personal computers;LITTLE HOWIES FUN HOUSE;

MUSICOPOLIS

computer network web site services providing access to information and computer activities relating to music;

NETCOMIX

NET COMIC;computer services, namely, providing a global network web site for activities relating to comics;

PRODUCT WIZARD

Computer animation software to create, produce and play media-rich, intelligent, interactive animations for Internet and broadband applications;

REAL AGENT 7

Computer animation software to create, produce and play media-rich, intelligent, interactive animations for Internet and broadband applications;

REAL WAR

interactive computer games;

ROCKIN' WITH MY BABY

prerecorded exercise videos;

ROCKIN' WITH MY MOMMY

prerecorded exercise videos;ROCKING WITH MY MOMMY;

SHARK BOY

computer game software;

SHOVELWARE

entertainment software;SHOVEL WARE;

STORE WIZARD

Computer animation software to create, produce and play media-rich, intelligent, interactive animations for Internet and broadband applications;

STUDIO 7

audiovisual playback engine for interactive software;

TAKE YOUR BEST SHOT

interactive game software;

TEEN WORLD

computer services, namely, providing access to an interactive computer database on a wide variety of subjects of interest to adolescents;

THE GATHERER

interactive computer game discs;

THE GREAT GEOGRAPHY ADVENTURE

interactive educational computer game software for use with personal computers;GEOGRAPHY;

THE GREAT GRAMMAR ADVENTURE

interactive educational computer game software for use with personal computers;GRAMMAR;

THE GREAT MATH ADVENTURE

interactive educational computer game software for use with personal computers;MATH;

THE GREAT READING ADVENTURE

interactive educational computer game software for use with personal computers;READING;

THE GREAT WORD ADVENTURE

interactive educational computer game software for use with personal computers;WORD;

THE GREAT WRITING ADVENTURE

interactive educational computer game software for use with personal computers;WRITING;

THE UNIVERSAL ORDER

interactive game software for personal computers;

THINK GAMES!

games on CD-ROM;GAMES;

TOP GUN

computer software in the nature of an audiovisual playback engine for the creation of interactive software;

TUNELAND

interactive computer entertainment software recorded on magnetic media;TUNE LAND;

VIRGIL REALITY

interactive entertainment software for personal computers featuring a distinctive fictional personage;REALITY;