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EXHIBIT 10.2


                               REGISTRY AGREEMENT

THIS REGISTRY AGREEMENT (this "AGREEMENT") is effective as of June 19, 2001 (the
"EFFECTIVE DATE"), by and among New.net, Inc., a Delaware corporation
("NEW.NET"), located at 130 West Union Street, Pasadena, California 91103, Fax:
(626) 229-7801, and Internet Properties Development Corp., a California
corporation ("COMPANY"), located at 374 North Coast Highway 101, Suite F-14,
Encinitas, CA, Fax: (760) 436-4960.

This Agreement shall consist of the below Deal Terms, the attached Standard
Terms & Conditions and the attached Glossary.

                                   DEAL TERMS

1. DEFINITIONS. Capitalized terms not defined in the Glossary shall have the
following definitions. For capitalized terms not defined below in this Section 1
please consult the Glossary.

"CO-BRANDED SALES PERIOD" means the period commencing on the Effective Date and
terminating on the day before the Company Sales Commencement Date.

"COMPANY SALES COMMENCEMENT DATE" shall mean the date that New.net makes
commercially available to domain name registrars an API for interfacing with
registries operated by New.net.

"COMPANY SALES PERIOD" means the period commencing on the Company Sales
Commencement Date and terminating on termination of the Term.

"COMPANY SITES" mean, collectively, all points of presence and/or services
maintained from time to time by or on behalf of Company or any of Company's
Affiliates on the Internet, including, without limitation, all pages of
Company's various web sites.

".KIDS AGREEMENT" means the agreement effective March 5, 2001, by and between
New.net and .Kids Domains, Inc.

".KIDS SALES SITE" shall have the same meaning as "Custom Site" as defined in
the .Kids Agreement.

"NON-RECOGNIZED DOMAIN NAME SALE BOUNTY" shall have the meaning given to it in
the .Kids Agreement.

"RECOGNIZED DOMAIN NAME" means a second level domain name with a Recognized
Registry TLD.

"RECOGNIZED REGISTRY TLD" means a .golf top level domain name (or, in the case
of any user who accesses a domain name through the Client Application, what
appears to such user to be a .golf top level domain name).

"REGISTERED DOMAIN NAME" shall have the meaning given to it in the .Kids
Agreement.

"REGISTRY TECHNOLOGIES" means all technology, and technology services, related
to operating the Recognized Registry, including, without limitation, the
registry itself, all APIs and other registry interfaces, all registrar
technologies and "toolkits" and all reseller toolkits; provided, however, the
Registry Technologies shall not include the Recognized Registry DNS Servers.

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"TERM" means that period of time commencing on the Effective Date and
terminating in accordance with the other terms of this Agreement.

2. REGISTRY; RECOGNITION AND PROMOTION.

         (a) REGISTRY. Company shall be, and both parties shall refer to Company
as, the official and exclusive registry of the Recognized Domain Names.

         (b) RECOGNIZING ISPS. New.net represents and warrants that it has
executed agreements with each of the Initial Recognizing ISPs obligating them to
enable those of their subscribers for whom they control DNS to resolve Queries
containing New.net Domain Names (including, without limitation, the Recognized
Domain Names) until no earlier than March 4, 2002, other than New.net Domain
Names which have top levels that are identical to ICANN-sanctioned top level
domain names. "INITIAL RECOGNIZING ISPS" shall mean Earthlink, NetZero and
Excite@Home.

         (c) RECOGNITION OF RECOGNIZED DOMAIN NAMES. Throughout the Term,
New.net shall cause the New.net DNS Network to recognize Queries containing
Recognized Domain Names made by Internet users who can access New.net Domain
Names generally (via a New.net supporting ISP or the Client Application).
New.net shall provide a service level in the New.net DNS Network's resolution of
Queries containing Recognized Domain Names that is no worse than the service
level generally achieved in the New.net DNS Network's resolution of Queries for
other New.net Names.

         (d) PROMOTION.

                  (i) Throughout the Term, Company shall use its commercially
         reasonable efforts to market, promote and maximize: (A) the quantity of
         downloads of the Client Application by using its commercially
         reasonable efforts to itself promote and provide, and using its
         commercially reasonable efforts to encourage other web site operators
         to promote and provide, links to pages of New.net's web sites or other
         location as New.net may request where the Client Application may be
         downloaded, (B) the quantity of Internet users who are able to access
         Recognized Domain Names (even without the Client Application) by using
         its commercially reasonable efforts to encourage Internet service
         providers to provide users who enter Recognized Domain Names into their
         browsers with direct access to the New.net DNS Network by recognizing
         the top level domain extensions in the New.net Domain Names, and (C)
         the quantity of Recognized Domain Name registrations by using its
         commercially reasonable efforts to encourage web site operators to
         purchase Recognized Domain Name registrations.

                  (ii) Throughout the Co-Branded Sales Period, Company shall use
         its commercially reasonable efforts to market, promote and maximize
         Recognized Domain Name registrations by using its commercially
         reasonable efforts to itself promote and provide, and by using its
         commercially reasonable efforts to encourage other web site operators
         to promote and provide, links to the homepage of the New.net Site.

                  (iii) Throughout the Company Sales Period, Company shall use
         its commercially reasonable efforts to market, promote and maximize
         Recognized Domain Name registrations by using commercially reasonable
         efforts to itself market and sell, and by using its commercially
         reasonable efforts to encourage other web site operators to market,
         Recognized Domain Name registrations.

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         (e) POLICIES. Company shall not use or disclose any information in any
registry in any manner that is inconsistent with any applicable privacy policy
or law. New.net shall set all privacy, disclosure, data collection, sunrise and
domain name dispute policies related to the Recognized Registry (and related
Whois information), and Company shall comply therewith.

         (f) SALES RIGHTS. No later than June 19, 2001, Company shall provide
New.net a list of Recognized Domain Name registrations and blocked Recognized
Domain Names (the "SOLD/BLOCKED LIST"). Promptly thereafter, Company shall
provide New.net a list of all Whois data related thereto. New.net shall then
enter into the Recognized Registry all such Recognized Domain Name registrations
and all such blocked Recognized Domain Names. New.net shall not sell any
Recognized Domain Name registrations on June 19, 2001 until it has first either
blocked, or entered into the Recognized Registry, such Recognized Domain Name
registrations or blocked Recognized Domain Names. Throughout the Co-Branded
Sales Period, Company shall not sell, or authorize the sale of, any Recognized
Domain Name registrations; provided, however, during the Co-Branded Sales Period
Company shall have the right to link to the .Kids Sales Site and New.net agrees
that during the Co-Branded Sales Period the Non-Recognized Domain Name Sale
Bounty it shall pay to .Kids Domains, Inc. under the .Kids Agreement for each
Registered Domain Name that is a Recognized Domain Name shall equal $15.00
instead of $7.50. New.net acknowledges that the .Kids Sales Site may also
include, at Company's sole option and cost, .Golf branding. Subject to Section
3(b), Company shall not sell, or authorize the sale of, Recognized Domain Name
registrations during the Company Sales Period via any means other than the
application programming interface made available by New.net. New.net shall be
entitled to sell Recognized Domain Names throughout the Term as a registrar.

         (g) DNS HOSTING. The parties agree that New.net and/or New.net's
subcontractors shall be the exclusive operator(s) of all Recognized Registry DNS
Servers. New.net shall provide a service level in its operation of all
Recognized Registry DNS Servers that is no worse than the service level
generally achieved in the operation of its DNS servers used to resolve Queries
for other New.net Domain Names. Company shall not operate any other
authoritative name servers to resolve Queries for the Recognized Domain Names,
other than DNS servers resolving Queries at a level lower than the second level
(I.E., Company may resolve Queries for abc or qrs in the following URL (but
Company shall not resolve Queries for xyz or golf which New.net and/or New.net's
third party contractors will resolve instead): www.abc.qrs.xyz.golf).

3. REGISTRY SERVICES; DOMAIN NAME SALES.

         (a) REGISTRY SERVICES. Notwithstanding anything to the contrary other
than Section 3(c), the parties agree that New.net and/or New.net's contractor(s)
shall be the exclusive operator(s) and providers of Registry Technologies, and
that neither Company nor any third party hired by Company shall operate, or
provide any services with respect to, any registry of the Recognized Domain
Names other than as expressly set forth in this Agreement. New.net shall provide
a service level in its provision of services related to the Recognized Registry
that is no worse than the service level generally achieved in its provision of
services related to other New.net Domain Name registries. New.net shall provide
to Company a daily update of the registrant information in the Recognized
Registry.

         (b) RECOGNIZED DOMAIN NAME SALES RELATIONSHIPS. New.net shall sell
Recognized Domain Names on the New.net Site, and New.net shall sell, and enable
others to sell, Recognized Domain Names on those web sites other than the
New.net Site selected by New.net in New.net's sole discretion via registrar,
reseller and/or affiliate relationships. Throughout the Co-Branded Sales Period,

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New.net shall determine all policies and pricing in connection with all sales
and New.net, not Company, shall have contractual privity with all Recognized
Domain Name registrants. Throughout the Company Sales Period: (i) wholesale
pricing shall be subject to Section 4 below; and (ii) New.net shall determine,
and Company shall comply with, all policies in connection with all sales, but
retail pricing shall be set by, and contractual privity with customers for sales
made during the Company Sales Period shall be with, the registrar making the
sale.

         (c) COMPANY'S OPTION TO COMMENCE REGISTRY TECHNOLOGY OPERATION. Company
shall have the option exercisable via 90 days written notice to provide all
Registry Technologies. If Company exercises such option, then Company shall
provide all Registry Technologies throughout the period commencing on the date
set forth in such notice and terminating at the end of the Term (the "COMPANY
TECHNOLOGY PROVISION PERIOD"). During such 90 day period, the parties shall
negotiate, and agree on a long form registry agreement, under which Company
shall be subject to SLA obligations, data escrow obligations, and other
obligations generally required of registries under ICANN gTLD agreements. Such
obligations of Company shall be substantially identical to the obligations
imposed on ICANN gTLD registries under ICANN gTLD registry agreements.
Throughout the Company Technology Provision Period, Company shall be required to
have errors and omissions insurance and general liability insurance, each in an
aggregate amount exceeding $1,000,000, and a per claim amount exceeding
$500,000, provided by insurance carrier(s) subject to New.net's reasonable
approval, and naming New.net as an additional insured. Upon New.net's request,
which New.net may make from time to time, Company shall provide New.net with
copies of insurance certificates from such carriers evidencing such coverage as
of a date within 15 days of such request by New.net. In registering Recognized
Domain Names, both parties shall use, and shall cause all of their registrars
and resellers to use, registration agreements that do not substantially deviate
from the form of the registration agreement attached hereto as EXHIBIT "A" in a
manner that substantially and materially prejudices the rights of New.net or
Company, without prior written consent. The parties shall cause all registration
agreements with customers for Recognized Domain Names to provide that such
registrations shall be subject to New.net's domain name dispute resolution
policies.

4. PAYMENTS.

         (a) RESOLUTION FEE. Company shall pay New.net "RESOLUTION FEES" as
follows: for each sale of a Recognized Domain Name registration or renewal that
occurs during the Term (regardless of who makes such sale), Company shall pay
New.net $2.50 for such sale, provided that, if such sale is for a registration
or renewal period of more than one year, then such $2.50 shall be multiplied by
the number of days in such registration or renewal period and divided by 365.
Company shall pay New.net each Resolution Fee no later than 30 days after the
end of the calendar month during which the sale related to such Resolution Fee
occurs.

         (b) REGISTRY TECHNOLOGIES FEE. Company shall pay New.net "REGISTRY
TECHNOLOGIES FEES" as follows: for each sale of a Recognized Domain Name
registration or renewal that occurs during the Term (regardless of who makes
such sale) other than during the Company Technology Provision Period, Company
shall pay New.net $7.50 for such sale, provided that if such sale is for a
registration or renewal period of more than one year then such $7.50 shall be
multiplied by the number of days in such registration or renewal period and
divided by 365. Company shall pay New.net each Registry Technologies Fee no
later than 30 days after the end of the calendar month during which the sale
related to such Registry Technologies Fee occurs.

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         (c) WHOLESALE PRICING. Company shall cause all third party registrar
and reseller agreements that Company enters into to require that such registrars
and resellers (the "COMPANY DISTRIBUTORS") use the Registry Technologies for all
sales of Recognized Domain Names made during the "NEW.NET TECHNOLOGY PROVISION
PERIOD" (defined as that part of the Term that is not during the Company
Technology Provision Period) and make payments thereunder, of all proceeds owed
for such sales during the New.net Technology Provision Period, directly to
New.net instead of Company, provided that New.net shall then pass through to
Company such receipts paid by such Company Distributors during the New.net
Technology Provision Period, subject to Section 4(c)(iv). If any such parties
seek to remit such payments to Company, then Company shall refuse acceptance of
such payments and require such parties to remit such payments to New.net
instead. The parties shall structure all wholesale prices and bounties with
registrars and resellers in a manner that shall cause all amounts remitted to
(and retained by) New.net hereunder to be sufficient to pay New.net and Company
all fees owed hereunder. Each party shall be liable for failure to pay by any
party with whom such party has a registrar or reseller agreement. Neither party
shall obligate the other party to make any payments to a third party, and
neither party shall represent to a third party that the other party will make
any payments thereto.

                  (i) CO-BRANDED SALES PERIOD. For each sale of a Recognized
         Domain Name registration or renewal that occurs during the Co-Branded
         Sales Period, New.net shall retain all gross proceeds associated
         therewith from all sources, but shall pay Company a "CONTRACTUAL
         WHOLESALE FEE" of $15.00 for such sale, provided that if such sale is
         for a registration or renewal period of more than one year then such
         $15 shall be multiplied by the number of days in such registration or
         renewal period and divided by 365. New.net shall pay Company each
         Contractual Wholesale Fee no later than 30 days after the end of the
         calendar month during which the sale related to such Contractual
         Wholesale Fee occurs.

                  (ii) COMPANY SALES PERIOD. For each sale of a Recognized
         Domain Name registration or renewal, that is made by New.net or one of
         New.net's resellers or registrars, and that occurs at a time that is
         during the Company Sales Period, New.net shall pay to Company the MFN
         Wholesale Fee (as defined below) and retain all other amounts.

                  (iii) MFN WHOLESALE FEE. The "MFN WHOLESALE FEE" shall be set
         (and adjusted from time to time) by Company, for each sale of a
         Recognized Domain Name registration or renewal, via at least 30 days
         written notice to New.net; provided, however: (A) if the MFN Wholesale
         Fee is being paid for such a sale that occurs during the first 90 days
         after the Effective Date, then in no event shall the MFN Wholesale Fee
         for such a sale be greater than the lesser of (1) $15.00 per full year
         of registration or renewal purchased or (2) the lowest price Company
         charges to any other registrar or reseller for the same type of sale;
         and (B) if the MFN Wholesale Fee is being paid for such a sale that
         occurs more than 90 days after the Effective Date then in no event
         shall the MFN Wholesale Fee for such a sale be greater than the lesser
         of (1) $20.00 per full year of registration or renewal purchased, (2)
         60% of the retail price charged by Company on Company's own registrar
         site on the date that such sale is made (unless Company is not then
         operating a registrar site in which case this clause shall be replaced
         by the words $15 at such time) or (3) the lowest price Company charges
         to any other registrar or reseller for the same type of sale, provided
         that all such amounts in this clause (B) shall be reduced by $7.50 for
         any such sale that occurs during the Company Technology Provision

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         Period. New.net shall pay Company each MFN Wholesale Fee no later than
         30 days after the end of the calendar month during which the sale
         related to such MFN Wholesale Fee occurs. Company shall notify New.net
         of all wholesale fees charged to all resellers and registrars, and
         shall provide to New.net (upon New.net's request therefore) all of
         Company's records pertaining thereto.

                  (iv) OFFSET RIGHT. New.net shall have the right to deduct any
         fees owed by Company under Section 4(a) or (b), or the first sentence
         of Section 4(c), from any payments made under any part (other than the
         first sentence) of Section 4(c).

         (d) SOLD/BLOCKED LIST. For each Recognized Domain Name listed as sold
or blocked on the Sold/Blocked List, or for each Recognized Domain Name which
the parties later mutually agree to block, Company shall pay New.net $10.00 no
later than 30 days after the end of the calendar month during which such list
was provided to New.net (or, in the case of a subsequent agreement to block a
Recognized Domain Name, no later than 30 days after the end of the calendar
month during which the parties so agreed). Additionally, for each Recognized
Domain Name that remains blocked on any anniversary of the Effective Date then
Company shall pay New.net $10.00 no later than 30 days after such anniversary
for each such so remaining blocked Recognized Domain Name. If a $10 fee is paid
for a Recognized Domain Name under this Section 4(d) for a year, then Resolution
Fees and Registry Technology Fees shall not be owed under Sections 4(a) or (b)
for such Recognized Domain Name for such year.

         (e) PAYMENTS TO .KIDS DOMAINS, INC.. New.net shall make those payments
to .Kids Domains, Inc. described in Section 2(f).

5. PUBLICITY. Neither party shall make an untrue, disparaging or derogatory
public statement, or untrue, disparaging or derogatory statement to a member of
the press, regarding the other. Subject to the preceding sentence, either party
shall have the right to mention the other in press releases provided that it
gives the other prior notice thereof.

6. EXCLUSIVITY. Throughout the Term and for the 12 months thereafter, Company
shall not: (a) permit any non-ICANN domain name registration service other than
New.net to be promoted or sold on the Company Sites; (b) sell, or promote the
sale of any, non-ICANN domain name registrations (other than New.net Domain
Names); (c) permit any name server under its control to resolve Queries for any
domain name other than an official ICANN sanctioned domain name or a New.net
Domain Name; (d) distribute or promote any device or software that enables user
computers to recognize any domain name other than New.net Domain Names, the
Recognized Domain Names or official ICANN sanctioned domain names (but subject
to the restrictions in Section 2(f)); or (e) permit the IP address of any
Company Site to be registered or accessible under a domain name other than an
ICANN sanctioned domain name, a Recognized Domain Name or a New.net Domain Name.
New.net shall not during the Term recognize any person or organization other
than Company as, and shall not grant to any person or organization other than
Company the right to be during the Term, the official registry for the
Recognized Domain Name. Each party acknowledges and agrees that a breach of any
of the covenants in this Section 6, or covenants elsewhere in this Agreement
relating to exclusivity, by such party will cause an adverse impact on the other
party's business and that the damages resulting from such competitive activities
are not susceptible of precise determination. Accordingly, if such party
breaches any of the foregoing covenants, the other party shall be entitled to
seek equitable relief, including, without limitation, injunctive relief and/or
specific performance. In addition, such party shall pay to the other party the
reasonable costs associated with such enforcement (including any attorney's
fees).

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7. TERMINATION.

         (a) ADDITIONAL TERMINATION RIGHTS. In addition to those termination
rights under the Standard Terms & Conditions, the parties shall have the
following termination rights.

                  (i) FAILURE TO HAVE A SUFFICIENT RECOGNIZED REGISTRATION
         QUANTITY. At any time after the first anniversary of the Effective
         Date, either party shall have the right to terminate this Agreement on
         90 days written notice if the Recognized Registration Quantity as of
         the final day of any calendar month is less than 50,000.

                  (ii) CHARACTER STANDARD. Either party shall have the right to
         terminate this Agreement on 15 days written notice to the other party
         if any shareholder holding more than 5% of the outstanding stock of the
         other party (a "SIGNIFICANT SHAREHOLDER") or any officer, director,
         executive level employee, agent or representative of the other party,
         or of any Significant Shareholder, commits or has committed a
         misdemeanor crime involving a minor or a felony of any type, or pleads,
         or has plead, guilty or no contest to, or is indicted for, any such
         felony or misdemeanor, and such person does not cease (or instead in
         the case of indictment if not a shareholder, such person is not
         suspended without pay from) such shareholder, officer, director,
         executive level employee, agent or representative relationship within
         30 days of such party giving written notice to the other party that
         such party is aware of such fact.

         (b) EFFECT OF TERMINATION. On termination of this Agreement, the
Recognized Registry shall revert exclusively to New.net. Upon such reversion
Company: (a) shall disclaim all property rights and other ownership interest (if
any) in all Recognized Domain Names and the Recognized Registry itself; (b)
shall not use any information received during the Term related to the persons,
firms or organizations to whom Recognized Domain Names are registered in order
to operate a competitive domain name registry; and (c) shall disclaim all rights
to all information contained in, or pertaining to, the Recognized Registry.
Subject to the foregoing, upon termination of this Agreement, each party shall
be free to compete with the other in the field of, and both parties shall be
free to sell, market the sale of, and operate a registry for, domain names
ending in the ".golf" top level (or any other domain names), to the extent that
any member of the general public would be able to do so.

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IN WITNESS WHEREOF, the parties have caused this Registry Agreement to be
executed by their duly authorized representatives effective as of the Effective
Date.

NEW.NET, INC.                               INTERNET PROPERTIES
                                            DEVELOPMENT CORP.

By:                                         By:
   --------------------------------            --------------------------------
     Name:                                       Name:
     Title:                                      Title:

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                           STANDARD TERMS & CONDITIONS
                           ---------------------------

1. LICENSES; OWNERSHIP.

(a) LICENSES. Subject to the other terms of this Agreement, each party (the
"LICENSOR") shall grant the other party (the "LICENSEE") a worldwide, royalty
free, license to exploit the Licensor's Content during the Term, but only to the
extent necessary for the Licensee to perform those obligations required of it,
and exercise those rights granted to it, set forth in the other provisions of
this Agreement. No license granted under this Agreement shall extend beyond the
end of the Term.

(b) OWNERSHIP. As between the Licensor and the Licensee, the Licensor shall own
and retain all of the Licensor's Content and all Intellectual Property Rights
thereto. All rights not expressly licensed hereunder are expressly reserved.
Without limiting the generality of the foregoing: (a) Company shall own and
retain all rights, title and interest in and to the Company Sites (subject to
any licenses of New.net Content included therein); and (b) New.net shall own and
retain all rights, title and interest in and to the New.net Site (subject to any
licenses of Company Content included therein).

(c) DISPLAY OF STATUS; STANDARDS AND PRACTICES. New.net may display Company's
name and logos as a "Distribution Partner" on New.net's web sites, and shall be
permitted to include a link to any Company Sites in connection therewith.
New.net also shall be permitted to include references to Company by name as a
distribution partner in other portions of New.net's websites and in other
promotional materials regarding New.net's business and services. Company may
display New.net's name and logos on the Company Sites in connection with claims
of being a "Distribution Partner", and shall be permitted to include a link to
the home page at www.new.net in connection therewith. Company also shall be
permitted to include references to New.net by name as a distribution partner on
the Company Sites and in other promotional materials regarding Company's
business and services. If a Licensor determines in its reasonable discretion
that the Licensee is using the Licensor's Content in a manner that is in poor
taste or offensive then the Licensor may provide written notice to the Licensee
and the Licensee shall immediately cease such offensive or poor taste use.

(d) CLIENT APPLICATION. Subject to the foregoing license, New.net shall own and
retain all rights, title and interest in and to the Client Application and
neither Company nor Company's Affiliates, users, or customers shall have any
right, title or interest in the Client Application, nor shall they make any use
thereof, except as expressly set forth in this Agreement. Company shall retain
all trade secret rights to the Client Application. Company shall not, without
the express written consent of New.net, develop, modify, decompile, disassemble,
or reverse engineer any part of the Client Application. If such consent is
given, New.net shall own all right, title, and interest to any modifications of,
and/or derivative works created from, the Client Application, free and clear of
any interest or rights of the other party, and absent written consent of
New.net, Company shall have no right or license to license, transfer,
distribute, or sell any such modifications or derivative works. Company shall
require users who download the Client Application to expressly agree to terms
consistent with the terms of this Agreement. Company shall not uninstall, or
provide a means to uninstall, the Client Application from any user's computer.
New.net shall make the Client Application available to consumers for download
for free (under a license). New.net shall, as necessary, from time to time,
download updates correcting discovered errors in the Client Application.

2. TERMINATION FOR BREACH. A party shall have the right to terminate this
Agreement upon written notice to the other party if such other party is in
material breach of its obligations in the Agreement and has not cured such
breach within 30 days of such party's written notice thereof.

3. CONFIDENTIAL INFORMATION. All Confidential Information disclosed by one party
(the "DISCLOSING PARTY") to another party (the "RECEIVING PARTY") shall be owned
by and remain, as between the Disclosing Party and the Receiving Party, the sole
property of the Disclosing Party. Each Receiving Party shall not reveal or
otherwise use the Disclosing Party's Confidential Information or the terms of
this Agreement, except: (a) the Receiving Party may use the foregoing to the
extent necessary to perform its obligations under this Agreement; (b) the
Receiving Party may disclose the foregoing to the extent necessary to comply
with the law or the valid order of a court of competent jurisdiction or in
connection with any arbitration proceeding, or to enforce its rights against the
other via any such court or arbitration proceeding, provided that in any such
event the Receiving Party shall so notify the Disclosing Party as promptly as
practicable (and, if possible, prior to making any such disclosure) and the
Receiving Party shall seek confidential treatment of such information at the
Receiving Party's own cost; (c) the Receiving Party may disclose the foregoing
to its parent company, its auditors, its attorneys, or its advisers, or as part
of diligence conducted by a potential purchaser or source of financing, and

                                      -1-
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provided that such parent company, auditors, attorneys, advisors, or potential
purchasers or sources of financing, agree to be bound by the provisions of this
Section (or in the case of attorneys or accountants have a similar professional
ethical duty); or (d) the Receiving Party may disclose the foregoing to a third
party who has contracted with the Receiving Party to perform some of the
Receiving Party's services hereunder but only to the extent that such contractor
needs to know the foregoing and provided that such contractor agrees to be bound
by the provisions of this Section. This Section does not apply to any
information that: (w) a recipient can demonstrate that it possessed prior to the
date of this Agreement without obligation of confidentiality; (x) a recipient
develops independently without use of any Confidential Information; (y) a
recipient rightfully receives from a third party without any obligation of
confidentiality to such third party; or (z) is or becomes publicly available
without breach of this Agreement. Notwithstanding the foregoing, both parties
understand and agree that money damages will not be a sufficient remedy for any
breach of this Section by the receiving party and that the disclosing party will
be entitled to seek equitable relief as a remedy for any such breach.

4. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE
TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR
EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THAT PARTY HAS BEEN
ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES),
ARISING FROM SUCH PARTY'S PERFORMANCE OR NON-PERFORMANCE PURSUANT TO ANY
PROVISION OF THIS AGREEMENT OR THE OPERATION OF SUCH PARTY'S BUSINESS (INCLUDING
SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF
REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. FURTHER, EACH PARTY'S LIABILITY
FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO AN AMOUNT EQUAL
TO THE FEES NEW.NET HAS PAID TO OR RECEIVED FROM COMPANY HEREUNDER. THE
LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT LIMIT A PARTY'S LIABILITY TO THE
OTHER FOR: (A) WILLFUL OR MALICIOUS MISCONDUCT; OR (B) BREACH OF CONFIDENTIALITY
PROVISIONS HEREUNDER.

5. DISCLAIMERS OF WARRANTY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY, AND BOTH PARTIES
EXPRESSLY DISCLAIM ALL, OTHER REPRESENTATIONS AND WARRANTIES (INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO ALL GOODS OR SERVICES OF SUCH PARTY), INCLUDING,
WITHOUT LIMITATION, ALL STATUTORY AND IMPLIED WARRANTIES, ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ALL WARRANTIES
ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, AND USAGE OF TRADE, OR
THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION.

6. REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS. Each party represents,
warrants and covenants the following to the other party: (a) it will comply with
all applicable laws in the performance of its obligations hereunder; (b) as of
the date hereof, it is duly organized, validly existing and in good standing
under the laws of its state of organization; (c) it has full power and
authority, and all other rights, licenses and authorizations required, to
execute and deliver the Agreement and to perform its obligations set forth, and
grant all rights granted, herein; (d) the execution and delivery of the
Agreement and the performance of such obligations have been duly and validly
authorized by all necessary action on its part; (e) it will satisfy all
obligations owed to third parties to be undertaken by it pursuant to the
Agreement; (f) the Licensee's use of the Licensor's Content, to the extent
permitted hereunder, shall not subject the Licensee to any liability for
defamation or violation of a third party intellectual property or other right;
and (g) its performance of its obligations set forth herein will not (i)
conflict with or violate any provision of its organization documents, (ii)
violate any applicable laws, rules, regulations or ordinances or (iii) violate
any provision of any agreement to which it is a party or by which it is bound.

7. INDEMNIFICATION. Each party agrees to indemnify, defend and hold harmless the
other party and its Affiliates, and its and their officers, directors,
employees, agents, successors and assigns from and against any and all losses,
liabilities, damages, penalties and claims and all related costs and expenses
(including reasonable attorneys' fees) related to claims ("CLAIMS") by third
parties arising from the indemnifying party's breach of a representation,
warranty or covenant hereunder or in connection with the indemnifying party's
breach of a third party's intellectual property rights or in connection with a
third party claim relating to a commercial relationship between such third party
and such indemnifying party. In connection with a Claim, the party seeking
indemnification (a) will give the indemnifying party prompt written notice of

                                      -2-
<PAGE>

the Claim, (b) will cooperate with the indemnifying party (at the indemnifying
party's expense) in connection with defending and settling the Claim, and (c)
will permit the indemnifying party to control the defense and settlement of the
Claim (but only on a reasonably satisfactory demonstration by the indemnifying
party of sufficient resources to conduct such defense), provided that the
indemnifying party shall not settle the Claim in a manner that would bind the
indemnified party without the indemnified party's prior written consent (which
shall not be unreasonably withheld). The indemnified party (at its own cost) may
participate in the defense and settlement of the Claim. Neither the receipt,
inspection nor retention by a party of any copy of any document delivered under
the Agreement, nor any omission by such party to exercise any right, nor the
expiration or termination of the Agreement, nor the election by a party to
participate in or conduct the defense of any claim or action shall impair,
modify or discharge any of such party's indemnities, warranties, representations
or obligations herein contained.

8. MISCELLANEOUS.

(a) CHOICE OF LAW; JURISDICTION; WAIVER OF JURY. This Agreement shall be
interpreted, construed, and governed by the laws of the State of California
without regard to any choice of law or conflict of law provisions or rules,
whether such provisions or rules are that of the State of California or any
other jurisdiction. All actions hereunder shall be brought, and each of the
parties irrevocably consents to exclusive jurisdiction, in federal or California
state courts located in Los Angeles County. Both parties hereby waive all rights
to a trial by jury in any action arising our of or relating to this Agreement.

(b) NOTICES. Any notice desired or required to be served on a party hereunder
shall be given to such party in writing by personal delivery (notice deemed
effective upon receipt), overnight messenger (notice deemed effective the
business day after such messenger's acceptance (which acceptance must occur
before such messenger's required deadline) for next business day service), by
mail (notice deemed effective three days after mailing) or facsimile
transmission with follow-up copy by mail (notice deemed effective upon
electronic confirmation of facsimile receipt), addressed to such party at the
address for such party specified in the introductory paragraph of this
Agreement, Attn: General Counsel, with a copy to Vice President of Business
Development. A party may designate a substitute address by written notice to the
other with the effectiveness of such notice governed by the terms of this
Section. If the final day for giving notice is a Saturday, Sunday or nationally
recognized holiday then the time for giving such notice will be extended to the
next business day.

(c) ASSIGNMENT. Neither party may assign any of its rights or obligations under
this Agreement without the prior written consent of the other party, except that
either party may assign any of its rights and obligations under this Agreement
without consent: (a) to any Affiliate; and (b) in connection with any merger,
consolidation, reorganization or sale of all or substantially all of its assets
or similar transaction. Notwithstanding the foregoing, any such assignee must
have all rights and operational capabilities, and all financial resources,
necessary to perform all obligations and to convey all rights to be performed
and conveyed hereunder. This Agreement shall inure to the benefit of, and shall
be binding upon, all permitted assignees.

(d) WAIVER; REMEDIES CUMULATIVE; ENTIRE AGREEMENT; MODIFICATIONS. A waiver of
any breach, default or condition under this Agreement will not constitute a
waiver, or continuing waiver, of such, or any other or subsequent, breach,
default or condition. No failure or delay by either party in exercising any
right, power or privilege under the Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise by either party of any right power or
privilege preclude any further exercise thereof or any other right, power or
privilege. No payment or acceptance thereof under the Agreement shall operate as
a waiver of any provision hereof. All remedies, rights, undertakings,
obligations and agreements contained in the Agreement shall be cumulative and
none of them, nor the exercise or failure to exercise any of them, shall be in
limitation of any other remedy, right, undertaking, obligation, or agreement of
either party. The Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, arrangements, and understandings, regardless of
whether or not written or oral, relating to the subject matter hereof. The
Agreement shall not be modified other than in a writing, signed by each of the
parties hereto.

(e) INTERPRETATION; HEADINGS; RIGHTS, BENEFITS AND BENEFICIARIES. The language
of the Agreement shall not be construed against any party, since all parties
have participated in the negotiation and drafting of the Agreement. The headings
of the Agreement's sections are for convenience only, and they shall not have
any effect in construing the contents of the respective sections. Except as
expressly provided herein, this Agreement is not intended to confer any rights,
benefits or remedies upon any person other than the parties hereto.

                                      -3-
<PAGE>

(f) SEVERABILITY. The promises in the Agreement are separate and independent. If
a provision of the Agreement is adjudicated to be void, illegal, invalid or
unenforceable, the remaining terms and provisions of the Agreement shall be
valid and enforceable to the fullest extent permitted by law, unless a party
demonstrates by a preponderance of the evidence that the invalidated provision
was an essential economic term of the Agreement.

(g) RELATIONSHIP. Nothing in this Agreement shall make the parties partners,
joint venturers or otherwise associated with the business of the other. Each
party expressly understands and agrees that the other party is an independent
contractor with respect to the other in the performance of each and every part
of this Agreement, and is solely responsible for all of its own employees and
its own labor costs and expenses arising in connection therewith.

(h) COUNTERPARTS. The Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement. Delivery of an executed counterpart
of a signature page to the Agreement by telecopier shall be effective as
delivery of a manually executed counterpart of the Agreement.

                                      -4-
<PAGE>

                                    GLOSSARY
                                    --------
 (CAPITALIZED TERMS NOT DEFINED IN THIS GLOSSARY ARE DEFINED IN THE DEAL TERMS)

"AFFILIATE" means with respect to a party, any entity that controls, is
controlled by or is under common control with such party.

"CLAIMS" shall have the meaning given to it in Section 7 of the Standard Terms &
Conditions.

"CLIENT APPLICATION" means the software application that enables individuals to
access and/or utilize New.net Domain Names, which New.net has made available to
Company and its customers in machine readable, object code form, together with
all enhancements, modifications and amendments to such software that are
furnished to Company under this Agreement, and all manuals, instructions and
other documents relating thereto.

"COMPANY SITES" shall have the definition give to it in the Deal Terms.

"CONFIDENTIAL INFORMATION" means information designated by a party at the time
of disclosure as Confidential Information or information which should be
reasonably understood to be confidential when given, whether in written, oral,
graphic, electronic or any other form, which is disclosed to or observed by a
party in the course of performing its obligations hereunder. Confidential
Information also shall include, without limitation, the terms of this Agreement,
business plans, business forecasts, business projections, business analyses,
information of customers and vendors, software (including all documentation and
codes), hardware and system designs, architectures and protocols,
specifications, and manufacturing, logistic and sale processes. All Recognized
Registry information provided by New.net to Company shall be deemed New.net's
Confidential Information.

"CONTENT", with respect to a party, means any and all software, programs, tools,
systems, manuals, documentation, web sites, technologies, interfaces,
developments, URLs, visual material, audio material, audiovisual material,
literary material, interactive material, music, models, trademarks, service
marks, patents, copyrights, publicity rights and other intellectual property and
rights associated with such party, which would ordinarily be associated with
such party even if this Agreement, or Company's and New.net's relationship, were
not in effect.

"DOMAIN NAMING SYSTEM" or "DNS" means a mechanism used in the Internet for
translating URL addresses to Internet Protocol addresses.

"EDITORIAL" means any literary material, article, lay-out, editorial, product
recommendation, testimonial, logo, trademark, story, music, endorsement,
feature, text, voiceover, clip, audio, video, photograph, multimedia elements,
interactive material, moving image, still image or audiovisual work.

"ICANN" means the Internet Corporation for Assigned Names and Numbers, and any
successor entity empowered to administer the domain name system.

"INTELLECTUAL PROPERTY RIGHTS" shall include, without limitation, patents,
copyrights, trademarks, mask works, trade secrets, publicity rights, and all
other proprietary rights.

"INTERNET PROTOCOL ADDRESS" means a unique, 32 bit number for a specific host on
the Internet.

"LICENSEE" shall have the meaning given to it in Section 1(a) of the Standard
Terms & Conditions.

"LICENSOR" shall have the meaning given to it in Section 1(a) of the Standard
Terms & Conditions.

"NEW.NET DOMAIN NAME" means any domain name ending in a top level domain
extension released by New.net (including, without limitation, a Recognized
Domain Name).

"NEW.NET DNS NETWORK" means the system of hardware and software under the
control of, or programmed by, New.net that functions to resolve Queries for
New.net Domain Names.

"NEW.NET SITE" means the web site operated by New.net that has a homepage
located at WWW.NEW.NET.

"QUERY" or "QUERIES" means any query by a server seeking to resolve a domain
name to an Internet Protocol address. By way of example, a Query occurs when a
user enters a URL into a browser, and the browser queries a DNS server seeking
the Internet Protocol address associated with the domain name.

"RECOGNIZED REGISTRATION QUANTITY" shall mean at the time of calculation the
quantity of Recognized Domain Names then currently registered to a party other
than New.net as of the date that such calculation occurs.

                                      -1-
<PAGE>

"RECOGNIZED REGISTRY" means the registry of Recognized Domain Names through
which Recognized Domain Names are registered to consumers.

"RECOGNIZED REGISTRY DNS SERVERS" means the authoritative nameservers used to
resolve Queries for Recognized Domain Names (which Queries may, or may not,
include Queries for subordinate level domain names appended to Recognized Domain
Names).

                                      -2-
<PAGE>

                                   EXHIBIT "A"
                                   -----------

                         FORM OF REGISTRATION AGREEMENT
                         ------------------------------

This Registration Agreement ("Agreement") sets forth the terms and conditions of
your use of New.net, Inc. ("New.net") to register the domain name selected by
you (the "Domain Name"). To complete the registration process, you must read and
agree to be bound by all terms and conditions of this Agreement, the Terms and
Conditions, the Dispute Policy and the Privacy Statement. This Agreement will
become effective if accepted by New.net. New.net may accept or reject your offer
for any reason in New.net's sole discretion. Please carefully read this
Agreement, as well as the other New.net Policies. This Agreement covers all
New.net domain names you register with New.net.

1.       NEW.NET POLICIES.
         You agree to be bound by and comply with the "New.net Policies" (which
         are defined to include this Agreement, the Terms and Conditions, the
         Privacy Statement and the Dispute Policy, all including New.net's
         modifications and amendments thereto which New.net may make from time
         to time) with respect to the Domain Names. All New.net Policies are
         incorporated into this Agreement by this reference and are enforceable
         as if written out in full in this Agreement.

2.       FEES.

         a.       You will be responsible to pay for all fees associated with
                  domain name services provided by New.net. The initial fee for
                  registering a Domain Name will be $25. Unless otherwise
                  terminated earlier under this Agreement, the New.net Policies
                  or at law, the registration of the Domain Name will last one
                  year. The registration may be renewed by you for additional
                  one year periods, each subjest to early termination under this
                  Agreement, the New.net Policies or at law, provided that you
                  pay renewal fees by those due dates designated by New.net; it
                  shall be your responsibility to ensure that such fees are
                  paid. Payment must be made by credit card or such other method
                  as we may indicate in the registration renewal form. Should
                  these fees go unpaid by the time specified in the renewal
                  notice, your registration will be cancelled. You agree that
                  New.net shall have no liability whatsoever with respect to any
                  such cancellation. All fees are non-refundable, in whole or in
                  part, even if your domain name registration is suspended,
                  cancelled or transferred prior to the end of your then current
                  registration term. New.net reserves the right to change fees,
                  surcharges, renewal fees or to institute new fees at any time,
                  for any reason, at its sole discretion. Your requested domain
                  name will not be registered unless we receive actual payment
                  of the registration fee, or reasonable assurance of payment of
                  the registration fee from some other entity (such reasonable
                  assurance as determined by New.net in its sole discretion).

                                      -1-
<PAGE>

         b.       In the event of a charge back by a credit card company (or
                  similar action by another payment provider allowed by us) in
                  connection with the payments of the registration fee for your
                  domain name registration or any other fee associated with the
                  domain name services provided by us, you agree and acknowledge
                  that the domain name registration shall be transferred to
                  New.net as the paying entity for that registration to the
                  registry and that we reserve all rights regarding such domain
                  name including, without limitation, the right to make the
                  domain name available to other parties for purchase. We will
                  reinstate your domain name registration solely at our
                  discretion, and subject to our receipt of the initial
                  registration or renewal fee and our then-current reinstatement
                  fee.

3.       ALL FEES ARE NONREFUNDABLE.
         Notwithstanding anything to the contrary, you agree that all fees paid
         by you to New.net are non-refundable, in whole or in part, even if the
         Domain Name is suspended, cancelled or transferred prior to the end of
         the then-current registration term by you, by New.net or otherwise.

4.       DISPUTE POLICY.
         You agree to be bound by the current Dispute Policy which is
         incorporated into this Agreement by reference. Any disputes regarding
         the right to use your domain name will be subject to the Dispute
         Policy. You agree that in the event a domain name dispute arises with
         any third party, you will indemnify and hold New.net harmless pursuant
         to the terms and conditions contained in the Dispute Policy.

5.       TRANSFER OF DOMAIN NAME OWNERSHIP.
         In the event you would like to make change to the name of the
         registrant of the Domain Name, you agree to pay to New.net, prior to
         the effective date of such transfer, a transfer fee of US$50. You
         further agree that as a condition to any transfer of the Domain Name,
         the transferee shall agree in writing to become a party to and be bound
         by this Agreement. You acknowledge and agree that if you attempt to
         transfer your domain name registration without paying New.net the
         transfer fee or if the entity to which you seek to transfer your domain
         name fails to agree in writing to be bound by all terms and conditions
         of this Agreement, any such transfer will be null and void, and New.net
         shall have the right to immediately, and without prior notice,
         terminate this Agreement and/or suspend, cancel, transfer or modify
         your registration of the Domain Name.

6.       DOMAIN NAME REGISTRATION INFORMATION AND ITS USE.

         a.       As part of the registration process, you must provide certain
                  information as specified on the New.net check out page and you
                  must update this information as needed to keep it current,
                  complete and accurate. In the event you fail to provide or
                  maintain accurate this information, New.net shall have the
                  right to terminate this Agreement and/or cancel, suspend,
                  transfer or modify your registration of the Domain Name
                  immediately without giving you prior notice. In addition to

                                      -2-
<PAGE>

                  the information you provide, New.net maintains other
                  information relating to your registration of the Domain Name
                  including, among other things, the information referred to in
                  the New.net Privacy Statement.

         b.       In the event that you provide any information about a third
                  party in connection with your registration of the Domain Name,
                  you hereby represent and warrant that you have provided notice
                  to, and have obtained consent from, such third party with
                  regard to the disclosure and the use of that third party's
                  information as set forth in this Agreement. You further
                  represent and warrant that you will provide such notice and
                  obtain such consent with regard to any third party data
                  supplied to New.net in the future. New.net is not responsible
                  for any consequences, if any, resulting from your failure to
                  provide notice or receive consent as contemplated herein or
                  your provision of outdated, incomplete or otherwise inaccurate
                  third party data.

7.       OWNERSHIP OF DATA.
         You agree and acknowledge that New.net owns all database, compilation,
         collective and similar rights, title and interests worldwide in our
         domain name database and all information and derivative works generated
         from our domain name database. You further acknowledge and agree that
         New.net owns all information New.net generates or obtains in connection
         with your registration of the Domain Name. New.net does not have any
         ownership interest in your specific personal information outside of its
         rights in our domain name database.

8.       USE OF THE DOMAIN NAME.

         a.       You agree that you will not register, use, display or exploit
                  the Domain Name in contravention or violation of New.net
                  Policies, in contravention of the laws of any jurisdiction
                  where the Domain Name is accessible, or for any unlawful
                  purpose, including, but not limited to, child pornography,
                  child entrapment or abuse, advocacy of hatred, bigotry or
                  violence towards persons or groups on the basis of their
                  religion, race, ethnicity, gender, sexual orientation or other
                  characteristics, theft of e-mail service, or as a source of
                  unsolicited bulk e-mail or as an address to use for replying
                  to unsolicited bulk e-mail.

         b.       You will register and use, display and exploit the Domain Name
                  in good faith, in accordance with international, federal, and
                  state laws and regulations.

         c.       You will not use the Domain Name to infringe upon or dilute
                  the trademark or other rights of any third party.

         In the event you breach this Section 8, New.net shall have the right to
         terminate this Agreement and/or cancel, suspend, transfer or modify
         your registration of the Domain Name immediately without prior notice.

                                      -3-
<PAGE>

9.       REGISTRANT'S REPRESENTATIONS AND WARRANTIES.
         You represent and warrant that:

         i.       you have all requisite power and authority to execute this
                  Agreement and to perform your obligations hereunder;

         ii.      if you are registering the Domain Name on behalf of a third
                  party, you have the authority to bind that third party as a
                  principal party to all terms and conditions provided herein;

         iii.     to the best of your knowledge, neither the registration of the
                  Domain Name nor the manner in which you intend to use the
                  Domain Name will directly or indirectly infringe or dilute the
                  legal rights of any third party;

         iv.      you understand that use of the Domain Name may be subject to
                  applicable laws and regulations in all jurisdictions in which
                  the Domain Name is used or accessible, including those
                  concerning trademarks and other types of intellectual
                  property;

         v.       you understand that it is your obligation to determine whether
                  you have the right to use the Domain Name and to determine
                  whether your use of the Domain Name will infringe upon or
                  dilute the trademark or other rights of any third party;

         vi.      New.net has not made any representation to you, and you have
                  in no way relied on any representations of New.net, as to your
                  legal ability to register or use the Domain Name;

         vii.     you understand that use and transfer of the Domain Name is
                  subject to all terms and conditions of this Agreement and any
                  New.net Policies that are or may be enacted by New.net;

         viii.    the information submitted by you to New.net is true, accurate
                  and correct, and you shall promptly notify New.net of a change
                  of any information previously submitted to New.net;

         ix.      in the event you license the use of the Domain Name registered
                  to you to a third party, you agree that you shall remain the
                  Domain Name holder of record, and shall remain responsible for
                  all obligations under this Agreement, including, but not
                  limited to, payment obligations, and providing and maintaining
                  accurate required information;

                                      -4-
<PAGE>

         x.       in the event you breach this Section 9, New.net shall have the
                  right to terminate this Agreement and/or cancel, suspend,
                  transfer or modify your registration of the Domain Name
                  immediately without prior notice; and

         xi.      in the event New.net suspends, cancels, transfers or modifies
                  your registration of your Domain Name or terminates this
                  Agreement pursuant to this Section 9, you agree (without
                  implying any limitation to the general applicability of
                  Section 3 to the other parts of this Agreement) that you shall
                  not be entitled to a refund of any fees paid by you to
                  New.net.

10.      ADDITIONAL REGISTRANT REPRESENTATIONS AND WARRANTIES FOR ".KIDS" TOP
         LEVEL EXTENSIONS.
         Applications to register .kids domain names are subject to additional
         terms and conditions. First, all Domain Names that are indicated as
         available may be reserved on a first-come, first-served basis but may
         not be propagated or released to you until they are reviewed by the
         official registry, a process that may take up to 30 days. New.net
         currently has a relationship with .KIDS Domains, Inc., under which
         .KIDS Domains, Inc., and not New.net, is the official registry for
         .kids domain names. The registry may refuse to release any name it
         believes in its sole discretion is inappropriate. You further
         understand that if the Domain Name includes a top level extension of
         ".kids," the Web site associated with such Domain Name will always be
         subject to compliance with the registry's content guidelines (as they
         may be changed from time to time, the "Guidelines") and the Children's
         Online Privacy Protection Act ("COPPA"), that you agree that you will
         comply with the Guidelines and with COPPA, that the Web site associated
         with the Domain Name may or may not be required to be subject to (and
         comply with) a compliance audit by or on behalf of the registry, and
         may be required to be rated by or with a content-ratings association
         (which may include, without limitation, the Internet Content Rating
         Association). You also understand that domain names ending in ".kids"
         are intended to be "kid-friendly" and to take visitors to
         "kid-friendly", COPPA-compliant and Guidelines-compliant content, as
         determined by the registry. The registry and New.net each have the
         right to terminate this Agreement and/or cancel, suspend, transfer or
         modify your registration of the Domain Name immediately without prior
         notice if the registry or New.net, either individually, collectively or
         through a third party regulation mechanism, determines in its sole
         discretion that (i) the ".kids" Domain Name is lewd, offensive, obscene
         or indecent or is not otherwise "kid-friendly" or (ii) the Web site
         associated with the ".kids" Domain Name does not provid "kid-friendly",
         COPPA-compliant, and Guideline-compliant, content. In the event that
         the registration of the ".kids" Domain Name is suspended, canceled,
         transferred or modified, or this Agreement is terminated pursuant to
         this Section 10, you agree that you shall not be entitled to a refund
         of any fees or other amounts paid by you to the registry, New.net or
         any other business or person.

                                      -5-
<PAGE>

11.      NEW.NET MAKES NO REPRESENTATIONS AND WARRANTIES.
         ALL DOMAIN NAME REGISTRATION SERVICES PROVIDED BY NEW.NET UNDER THIS
         AGREEMENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NEW.NET
         MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS
         OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR ITS DOMAIN NAME
         REGISTRATION SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
         MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM
         EXTENT PERMITTED BY LAW. WITHOUT ANY LIMITATION TO THE FOREGOING,
         NEW.NET MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER
         THAT REGISTRATION OR USE OF THE DOMAIN NAME UNDER THIS AGREEMENT WILL
         IMMUNIZE YOU EITHER FROM CHALLENGES TO THE DOMAIN NAME REGISTRATION, OR
         FROM SUSPENSION, CANCELLATION OR TRANSFER OF THE DOMAIN NAME. IN
         ADDITION, NEW.NET MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY
         MINIMUM NUMBER OF USERS WHO WILL HAVE ACCESS TO NEW.NET DOMAIN NAMES.

12.      INDEMNIFICATION.
         You agree to release, indemnify, defend and hold harmless New.net, its
         parent, shareholders, subsidiaries, affiliates, officers, directors,
         employees, agents and advisors from and against any and all losses,
         liabilities, claims (including claims without legal merit or brought in
         bad faith), demands, damages, costs or expenses, causes of action,
         suits, proceedings, judgments, awards, executions and liens, including
         reasonable attorneys' fees and costs (whether brought by third parties
         or otherwise) arising from or in connection with this Agreement, or
         your registration or use of the Domain Name (collectively, the
         "Claims"). The Claims shall include, without limitation, those based on
         infringement of intellectual property rights, dilution, privacy rights,
         tortious interference with contract or prospective business advantage,
         unfair competition, libel, slander, defamation or injury to business
         reputation.

13.      DISCLAIMER; LIMITATION OF LIABILITY.
         NEW.NET DISCLAIMS ANY OR ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT
         LIMITED TO, (a) NEW.NET'S REJECTION OF YOUR APPLICATION TO REGISTER THE
         DOMAIN NAME; (b) ERRORS RELATED TO PROCESSING OF YOUR APPLICATION TO
         REGISTER THE DOMAIN NAME; (c) APPLICATION OF THE DISPUTE POLICY; (d)
         USE OR INABILITY TO USE THE DOMAIN NAME; (e) SUSPENSION , TERMINATION,
         CANCELLATION OR OTHER LOSS OF YOUR REGISTRATION OF THE DOMAIN NAME, OR
         (f) EVENTS BEYOND NEW.NET'S REASONABLE CONTROL. UNDER NO CIRCUMSTANCES
         SHALL NEW.NET BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
         CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS
         OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
         OR OTHERWISE, EVEN IF NEW.NET HAS BEEN ADVISED OF THE POSSIBILITY OF
         SUCH DAMAGES. IN NO EVENT SHALL NEW.NET'S MAXIMUM AGGREGATE LIABILITY
         EXCEED THE FEES ACTUALLY PAID BY YOU TO NEW.NET. BECAUSE SOME STATES DO
         NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
         INCIDENTAL DAMAGES, IN SUCH STATES, NEW.NET'S LIABILITY IS LIMITED TO
         THE EXTENT PERMITTED BY LAW.

                                      -6-
<PAGE>

14.      BREACH AND REVOCATION.
         New.net reserves the right to suspend, cancel, transfer or modify your
         registration of the Domain Name and/or terminate this Agreement in the
         event you materially breach this Agreement or other New.net Policies
         and do not cure such breach within thirty (30) days of notice by
         New.net, except where this Agreement provides that New.net may take
         such actions immediately without prior notice to you. You agree that
         New.net shall have the right in its sole discretion, to suspend,
         cancel, transfer or otherwise modify your registration of the Domain
         Name in the event New.net receives a properly authenticated order from
         a court of competent jurisdiction, arbitration award, or pursuant to
         any World Intellectual Property Organization ("WIPO") procedure,
         requiring the suspension, cancellation transfer or modification of your
         registration of the Domain Name. In the event New.net suspends,
         cancels, transfers or modifies your registration of the Domain Name or
         terminates this Agreement pursuant to this Section 14(b), you agree
         that you shall not be entitled to a refund of any fees paid by you to
         New.net. You agree the registration of the Domain Name is subject to
         suspension, cancellation or transfer by New.net to correct mistakes by
         New.net in administering or registering the Domain Name or the New.net
         Policies within thirty (30) days from the Registration Date. In the
         event we cancel or transfer the Domain Name registration within such
         thirty (30) day period, we agree to refund to you any applicable fees
         you have paid. You agree that New.net will not be liable to you for any
         loss or damages that may result from our suspension, cancellation or
         transfer of the Domain Name registration.

15.      POLICY MODIFICATIONS.
         You agree that New.net shall have the right, in its sole discretion, to
         modify the terms and conditions of this Agreement or New.net Policies
         from time to time. Any modification by New.net shall be binding and
         effective immediately upon posting of the modified Agreement or
         modified New.net Policies on New.net's Site, except for modifications
         to the Dispute Policy, which shall be effective thirty (30) days from
         posting on the Site. You agree to review New.net's web site from time
         to time to be aware of any such modifications. If you do not agree with
         any such modification, your sole remedy is to terminate this Agreement
         (thereby canceling your registration of the Domain Name) by providing
         New.net with notice of your intention to terminate this Agreement.
         Notice of your termination shall be effective upon New.net's receipt of
         such notice. You hereby agree that New.net will not refund any fees
         paid by you to New.net in the event you terminate this Agreement. By
         continuing to use the Domain Name after a modification becomes
         effective, you agree to abide by and be bound by such modification.

16.      NOTICES.
         Notices to you may be made via voice messages, email or regular mail.
         Notices to you shall be delivered in accordance with the contact
         information you have provided. Notices to New.net shall be delivered in
         writing to the following address, unless we post a different address at
         New.net's Site, in which case notices to New.net shall be delivered to
         that address: New.net, Inc., 130 West Union Street, Pasadena, CA 91103.

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17.      MAIN AGREEMENT.
         This Agreement is intended by New.net and you to be binding on both of
         us with respect to each New.net domain name you register with New.net.
         Although you need only accept this Agreement once, New.net and you
         agree that each domain name purchase shall constitute a separate
         transaction between us governed by an identical copy of this Agreement.
         In the event this Agreement is deemed breached by either party, is
         terminated by either party, or is found to be unenforceable in whole or
         in part by any authority with jurisdiction, with respect to a
         particular transaction, such event shall not affect any other
         transaction or agreement between us.

18.      GENERAL.
         This Agreement and the New.net Policies, together with all amendments
         or modifications to all of them, constitute the complete and exclusive
         agreement between you and New.net, and supercedes all prior proposals,
         agreements or other communications. This Agreement shall be governed
         by, construed and enforced in accordance with the laws of the State of
         California, without regard to its conflicts of law principles. You
         shall bring any action under this Agreement only in either the state or
         Federal courts located in Los Angeles County, California. You expressly
         consent to the jurisdiction of said courts. You hereby waive any right
         to object to venue or jurisdiction based on inconvenient forum or for
         any other reason and waive all rights, if any, to a trial by jury. If
         any provision of this Agreement is held invalid, unenforceable, or
         void, the remainder of the Agreement shall not be affected thereby and
         shall continue in full force and effect as nearly possible to reflect
         the original intention of New.net and Registrant in executing this
         Agreement. The failure of either party at any time to enforce any right
         or remedy available to it under this Agreement with respect to any
         breach or failure by the other party shall not be a waiver of such
         right or remedy with respect to any other breach or failure by the
         other party. A printed version of this Agreement and of any notice
         given in electronic form shall be admissible in judicial or
         administrative proceedings based upon or relating to the Agreement to
         the same extent and subject to the same conditions as other business
         documents and records originally generated and maintained in printed
         form.

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