Flawless Records Inc.

MOTION PACIFIC

Printed and related matter, namely, posters, calendars, temporary tattoos, stickers, note cards, postcards, greeting cards, printed greeting cards with electronic information stored therein, gift cards, occasion cards, motivational cards, cards bearing universal greetings, blank cards, place cards, blank and partially printed cards, record cards, score cards, picture mounts, bumper stickers, trading cards, scrapbooks, stationery, note pads, paper note tablets, writing tablets and paper, notebooks, folders, bookmarks, paper pennants, binders, envelopes, appointment books, address books and desk pads; personal organizers, desk top organizers, organizers for stationery use and stationery-type portfolios, paper flags, mounts for stamps, rubber stamps, rubber document stamps, stamp albums, stamp pad inks, stamp pads, sleeves for holding and protecting stamps, paper banners, holders for desk accessories, letter openers, letter trays, letter racks, pen and pencil cups, pens, pencils, markers, pen and pencil sets, stick markers, erasers, drawing and drafting rulers, pencil sharpeners, book ends, book covers, checkbook covers, book holders, decals; photograph and coin albums; bulletin boards; photograph mounts; photographic and art mounts; photographic prints; photographs; lithographs; decorative paper centerpieces; decorative pencil-top ornaments; picture books; paper and cardboard picture mounts; paperweights; paper clip holders; paper sign holders; printed paper signs; passport holders;

MOTION PACIFIC

On-line ordering services and on-line retail store services featuring recorded musical products, film and video products, eyewear and related accessories, bags, jewelry and related items, clothing and related accessory items, and posters and related printed materials;

MOTION PACIFIC

Record production; music production; audio recording and production; videotape production; motion picture song production; production of video discs for others; recording studios; entertainment services, namely, producing and distributing musical audio and video recordings; music composition and transcription for others; song writing services; music publishing services; entertainment in the nature of a live musical performer and musical band; entertainment in the nature of live performances by a musical artist and musical band; entertainment in the nature of visual and audio performances by a musical artist and musical band; entertainment, namely, live music concerts; entertainment, namely, personal appearances by a musician and musical band; entertainment services, namely, providing a web site featuring musical performances, musical videos, related film clips, photographs, and other multimedia materials; entertainment services, namely, providing prerecorded music, information in the field of music, commentary and articles about music, all online via a global computer network; television and radio production; distribution of television programs for others; entertainment in the nature of on-going television and radio programs featuring musical performances, dramatic and comedic acts, personal interviews and motion picture films; entertainment services, namely, providing television and radio programs featuring musical performances, dramatic and comedic acts, personal interviews and motion picture films via a global computer network; production of cable television programs; entertainment in the nature of theater productions; entertainment, namely, production of plays; entertainment services, namely, personal appearances by a musician, musical band and celebrity; entertainment in the nature of visual and audio performances, and musical, variety, news and comedy shows; entertainment, namely, a continuing variety show distributed over television, satellite, audio and video media; production and distribution of motion pictures; film editing; special effects animation services for film and video; and providing on-line publications in the nature of magazines, books, journals, leaflets, newsletters and brochures in the field of music, film and entertainment;