DIRECT BRANDS, INC.

BEAUTY OF THE MONTH

Online retail store services featuring a wide variety of consumer goods;BEAUTY;

CD NOW

[ electronic website marketing services, namely, creating on-line promotions for others; promoting the goods and services of others by placing advertisement and promotional displays in an electronic site access through computer network; promoting the goods and services of others by placing hypertext links to electronic sites of others accessed through computer networks;] retail mail order services featuring music and a variety of goods relating to music and the music industry, namely, compact discs, [ pre-recorded audio and video tapes, magazine and newsletter subscriptions, and blank audio and video tapes;] retail mail order services featuring movies and a variety of goods relating to movies and the movie industry, namely, prerecorded video tapes, CD-ROM, laser discs, DVDs, compact discs,[ magazine and newsletter subscriptions featuring and/or pertaining to motion pictures, television programs, feature films, documentaries, animated films, television movies, animated television programs, music, short subjects;] mail order product fulfillment services for third parties in the field of movies, namely, prerecorded video and audio tapes, laser discs, compact discs, [blank video and audio tapes, magazine and newsletter subscriptions; retail mail order services featuring electronic, video and computer games and magazines and newsletters concerning the same; retail mail order services featuring computer software and computer peripherals; mail order product fulfillment services for third parties in the field of computer software and computer peripherals; mail order product fulfillment services for third parties in the field of electronic; video and computer games;] retail mail order services featuring a variety of goods relating to music and the music industry, namely, compact discs, prerecorded audio and video tapes [, blank video and audio tapes, magazine and newsletter subscriptions];[ computer services, namely, providing online magazines and newsletters in the field of music, movies, motion pictures, software, games, books, magazines, recording artists and concerts; ] computer services, namely, providing databases, indexes and directories of information, sites, and other resources available on computer networks pertaining to music, movies, motion pictures, [ software, games, books, magazines,] recording artists and concerts; computer services, namely, providing interactive interface services in the fields of books, games, music, software and movies, for the transfer and dissemination of a wide range of information concerning electronic; video and [computer games and the game industry,] movies and the movie industry music and the music industry, [ computer software and the computer software industry, ] books and the book industry; providing data bases, containing excerpts from musical recordings, on a global computer information network;

CDNOW

C D NOW;[ electronic website marketing services, namely, creating on-line promotions for others; promoting the goods and services of others by placing advertisement and promotional displays in an electronic site access through computer network; ] [ promoting the goods and services of others by placing hypertext links to electronic sites of others accessed through computer networks, ] retail mail order services featuring movies and a variety of goods relating to movies and the movie industry, namely, prerecorded video tapes, CD-rom, laser discs, DVDs, compact discs, [ magazine and newsletter subscriptions featuring and/or pertaining to motion pictures, television programs, feature films, documentaries, animated films, television movies, animated television programs, music, short subjects; ] mail order product fulfillment services for third parties in the field of movies, namely, prerecorded video and audio tapes, laser discs, compact discs, [ blank video and audio tapes, magazine and newsletter subscriptions; ] [ retail mail order services featuring electronic, video and computer games] [ and magazines and newsletters concerning the same; retail mail order services featuring computer software and computer peripherals; mail order product fulfillment services for third parties in the field of computer software and computer peripherals; ] [ mail order product fulfillment services for third parties in the field of electronic, video and computer games; ] retail mail order services featuring a variety of goods relating to music and the music industry, namely, compact discs, prerecorded audio and video tapes, [ blank video and audio tapes, magazine and newsletter subscriptions ];[ computer services, namely, providing online magazines and newsletters in the field of music, movies, motion pictures, software, games, books, magazines, recording artists and concerts; ] computer services, namely, providing databases, indexes of information, sites, and other resources available on computer networks pertaining to music, movies, motion pictures, [ software, games, books, magazines, ] recording artists and concerts; computer services, namely, providing interactive interface services in the fields of books, games, music, software and movies, for the transfer and dissemination of a wide range of information concerning electronic, video [ and computer games and the game industry, ] movies and the movie industry music and the music industry, [ computer software and the computer software industry, books and the book industry; ] providing data bases, containing excerpts from musical recordings, on a global computer information network;

CH2

CH TWO;On-line retail store services featuring a wide variety of consumer goods;

CLUB 2.0

CLUB TWO.0;ONLINE RETAIL STORE SERVICES FEATURING THE ELECTRONIC DELIVERY OF BOOKS AND ENTERTAINMENT PRODUCTS;CLUB;

CLUB 3.0

CLUB THREE.0;On-line retail store services featuring the electronic delivery of books and entertainment products;CLUB;

CLUB 4.0

CLUB FOUR.0;On-line retail store services featuring the electronic delivery of books and entertainment products;CLUB;

CLUB RED

online retail store services;

CLUBIFY

Providing an online forum for trading club memberships;CLUB VERIFY;Online retail store services featuring a wide variety of consumer goods; barter exchange services, namely providing commercial barter and trade exchange of products and services via a global computer information network; business management services relating to an online club membership program for others; advertising and information distribution services, namely, providing advertising space via the global computer network; promoting the goods and services of others over the Internet; providing on-line computer databases and on-line searchable databases in the field of classifieds;Website hosting services;

MOM OF THE MONTH

Online retail store services featuring a wide variety of consumer goods;MOM;

PAL HOME REFERENCE PUBLICATIONS

TECHNICAL REFERENCE MANUALS FOR HOME AND INDUSTRY USE;

SELECT SIPS

Coffee club services featuring periodic shipments of coffee products to members;Online retail store services featuring coffee pods, coffee makers, books, movies; membership club services providing discounts for members towards the purchase of coffee products;SELECT;