EXHIBIT 10.54

                               REGISTER.COM, INC.
                  EXECUTIVE CHANGE IN CONTROL SEVERANCE PROGRAM

     The Board of Directors of Register.com, Inc. (the "Company") recognizes
that, as is the case with many publicly-held corporations, there exists the
possibility of a Change in Control Transaction, which may result in the loss or
distraction of employees of the Company and its subsidiaries to the detriment of
the Company and its shareholders. The Board considers the avoidance of such loss
and distraction to be essential to protecting and enhancing the best interests
of the Company and its shareholders. In order to assure the Company of the
continued employment and dedication of its employees and to seek to ensure the
availability of their continued service, the Company has adopted the Program.
Capitalized terms not otherwise defined in this Program are defined in Exhibit A
to this Program.

     1. EMPLOYEES COVERED. The Program shall cover all U.S. employees of the
Company and its subsidiaries who are employed by the Company or any of its
subsidiaries as of the date that a Change in Control Transaction occurs and are
listed on Exhibit B ("Participants").

     2. SEVERANCE BENEFITS.

         (a) CHANGE IN CONTROL SEVERANCE BENEFITS. Subject to Section 4, if
     within one (1) year following a Change in Control that occurs on or prior
     to May 31, 2005, a Participant's employment is terminated (i) by the
     Company or its subsidiaries other than for Cause, death or Disability or
     (ii) by reason of the Participant's resignation for Good Reason, the
     Participant shall be paid by the Company, within thirty (30) days following
     such termination of employment, a lump sum cash payment equal to twelve
     (12) times the Participant's Monthly Base Salary.

         (b) EFFECTIVE CHANGE IN CONTROL SEVERANCE BENEFITS. Subject to Section
     4, if within one (1) year following an Effective Change in Control that
     occurs on or prior to May 31, 2005, a Participant's employment is
     terminated (i) by the Company or its subsidiaries other than for Cause,
     death or Disability or (ii) by reason of the Participant's resignation for
     Good Reason, the Participant shall be paid by the Company, within thirty
     (30) days following such termination of employment, a lump sum cash payment
     equal to five (5) times the Participant's Monthly Base Salary.

     3. OTHER TERMINATIONS OF EMPLOYMENT. If a Participant's employment is
terminated (i) prior to a Change in Control Transaction or (ii) after a Change
in Control Transaction by the Company for Cause or by the Participant (other
than for Good Reason), the Participant shall not be entitled to any severance
benefits under Section 2.

     4. RELEASE. No severance benefit described in Section 2 shall be paid to a
Participant unless such Participant executes and delivers to the Company (to
Legal Department, Register.com, Inc., 575 Eighth Avenue, 11th Floor, NY, NY
10018) the Release in substantially the form set forth as Exhibit C, and does
not revoke the Release.

     5. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Program shall prevent or
limit a Participant's continuing or future participation in any benefit, bonus,
incentive or other plan, program, arrangement or policy provided by the Company
or any of its subsidiaries for which a Participant



and/or Participant's dependents may qualify. Amounts that are vested benefits or
that a Participant and/or a Participant's dependents are otherwise entitled to
receive under any plan, program, arrangement, or policy of the Company or any of
its subsidiaries shall be payable in accordance with such plan, program,
arrangement or policy.

     6. NO SET-OFF; NO DUTY TO MITIGATE. The Company's obligation to make the
payments provided for in this Program and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against a
Participant or others; provided, that any amounts payable under Section 2 shall
be reduced on a dollar-for-dollar basis by (i) any amounts otherwise due to the
Participant under the Worker Adjustment and Retraining Notification Act and the
regulations promulgated thereunder, as amended, or any similar state or local
statute ("WARN"), (ii) the amount of base salary paid to the Participant by the
Company or its subsidiaries after notice is given to a Participant pursuant to
WARN and (iii) any other cash severance payments which the Participant is
legally entitled to receive from the Company or its subsidiaries. In no event
shall a Participant be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to such Participant under any
of the provisions of this Program.

     7. CONTROLLING LAW. This Program shall be construed and enforced according
to the internal laws of the State of New York to the extent not preempted by
Federal law, which shall otherwise control.

     8. AMENDMENTS; TERMINATION. The Company reserves the right to amend,
modify, suspend or terminate the Program at any time; provided that no such
amendment, modification, suspension or termination that has the effect of
reducing or diminishing the right of any Participant (including without
limitation eliminating a Participant from Exhibit B) shall be effective for one
year following the Effective Date or after the occurrence of a Change in Control
Transaction. Notwithstanding the foregoing, this Program shall terminate on the
first anniversary of the Change in Control Transaction, other than with respect
to payments or benefits to be paid or provided as a result of events that occur
prior to the first anniversary of the Change in Control Transaction.

     9. ASSIGNABILITY. The Company shall require any corporation, entity,
individual or other person who is the successor (whether direct or indirect by
purchase, merger, consolidation, reorganization or otherwise) to all or
substantially all the business of the Company to expressly assume and agree to
perform, by a written agreement in form and in substance satisfactory to the
Company, all of the obligations of the Company under this Program. As used in
this Program, the term "Company" shall mean the Company as hereinbefore defined
and any successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Program by operation of law, written agreement or
otherwise. It is a condition of this Program, and all rights of each person
eligible to receive benefits under this Program shall be subject hereto, that no
right or interest of any such person in this Program shall be assignable or
transferable in whole or in part, except by operation of law, including, but not
by way of limitation, lawful execution, levy, garnishment, attachment, pledge,
bankruptcy, alimony, child support or qualified domestic relations order or by
will or the laws of descent and distribution.



     10. WITHHOLDING. The Company may withhold from any amount payable or
benefit provided under this Program such Federal, state, local, foreign and
other taxes as are required to be withheld pursuant to any applicable law or
regulation.

     11. GENDER AND PLURALS. Wherever used in this Program document, words in
the masculine gender shall include masculine or feminine gender, and, unless the
context otherwise requires, words in the singular shall include the plural, and
words in the plural shall include the singular.

     12. PROGRAM CONTROLS. In the event of any inconsistency between this
Program document and any other communication regarding this Program, this
Program document controls.

     13. PROGRAM ADMINISTRATOR. This Program shall be administered by the
Company or its designee ("Administrator") as shall be designated from time to
time, provided that in the event of an impending Change in Control Transaction,
the Administrator may appoint a person independent of the Company or persons
operating under its control or on its behalf to be the Administrator effective
upon the occurrence of a Change in Control Transaction, and such Administrator
shall not be removed following a Change in Control Transaction. The decision of
the Administrator upon all matters within the scope of its authority shall be
conclusive and binding on all parties.

     14. BENEFIT CLAIMS AND APPEALS. The Administrator shall establish a claims
and appeals procedure. The Administrator shall have full discretionary authority
to determine the amount and timing of any benefit to be paid under the Program.
Unless otherwise required by applicable law, such procedures will provide that
the Participant has not less than sixty (60) days following receipt of any
adverse benefit determination within which to appeal the determination in
writing with the Administrator, and that the Administrator must respond in
writing within sixty (60) days of receiving the appeal, specifically identifying
those Program provisions on which the benefit denial was based and indicating
what, if any, information the Participant must supply in order to perfect a
claim for benefits.

     15. INDEMNIFICATION. To the extent permitted by law, the Company shall
indemnify the Administrator from all claims for liability, loss, or damage
(including the payment of expenses in connection with defense against such
claims) arising from any act or failure to act in connection with the Program.



                                    EXHIBIT A
                                    ---------

                                   DEFINITIONS
                                   -----------

"Board" means the Board of Directors of the Company.

"Cause" means (i) a Participant's conviction of, or plea of guilty or nolo
contendere to, a felony (other than a traffic-related felony), (ii) gross
negligence or willful misconduct by the Participant having a material adverse
impact on the Company or (iii) the Participant's willful refusal to attempt to
perform his job duties (other than due to Disability or an approved leave) after
receipt of written notice from the Company.

"Change in Control" means the occurrence of any of the following events on or
prior to May 31, 2005:

     (a) The acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of
either (x) the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (y) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (i), the following acquisitions
shall not constitute a Change in Control: (A) any acquisition directly from the
Company, (B) any acquisition by the Company, (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (D) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B) and (C) of
paragraph (c) below; or

     (b) Individuals who, as of the Effective Date, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the Effective Date whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

     (c) Consummation of a reorganization, merger, consolidation, sale or other
disposition of all or substantially all of the assets of the Company or an
acquisition of the assets of another entity (a "Business Combination"), in each
case, unless, following such Business Combination, (A) all or substantially all
of the individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to consummation of such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then outstanding
shares of Common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors (or
other governing body, if applicable), as the case may be,

                                      -4-


of the entity resulting from such Business Combination (including, without
limitation, an entity which as a result of such transaction owns the Company or
all or substantially all of the Company's assets either directly or through one
or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to consummation of such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (B) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related trust))
beneficially owns, directly or indirectly, 50% or more of, respectively, the
then outstanding shares of common stock of the entity resulting from such
Business Combination or of the combined voting power of the then outstanding
voting securities of such entity, except to the extent that such ownership
existed prior to consummation of the Business Combination, and (C) at least a
majority of the members of the board of directors (or other governing body, if
applicable) of the entity resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of the initial agreement, or
of the action of the Board, providing for such Business Combination; or

     (d) Approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company.

"Change in Control Transaction" means the first to occur of a Change in Control
or an Effective Change in Control.

"Company" means Register.com, Inc., a Delaware corporation.

"Disability" means "Disability" as defined under a long-term disability plan of
the Company applicable to the Participant, or if the Participant is party to an
Individual Agreement, "Disability" as defined therein.

"Effective Change in Control" means, on or prior to May 31, 2005, consummation
of a Business Combination unless, following such Business Combination, either
(i) all of the following are true: (A) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to consummation of such Business Combination beneficially own,
directly or indirectly, more than 75%, respectively, the then outstanding shares
of Common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors (or other
governing body, if applicable), as the case may be, of the entity resulting from
such Business Combination (including, without limitation, an entity which as a
result of such transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to
consummation of such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, (B) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust)) beneficially owns, directly or
indirectly, 50% or more of, respectively, the then outstanding shares of common
stock of the entity resulting from such Business Combination or of the combined
voting power of the then outstanding voting securities of such entity, except to
the extent that such ownership existed prior to consummation of the Business
Combination, and (C) at least a majority of the members of the board of
directors (or other governing body, if applicable) of the entity resulting from
such Business



Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination or (ii) such transaction constitutes a Change in Control.

"Effective Date" means the date that the Program is adopted by the Board.

"Good Reason" means, without the Participant's written consent: (i) the
relocation of the Participant's place of employment to a location in excess of
thirty-five (35) miles from the place of the Participant's employment
immediately prior to a Change in Control Transaction; or (ii) any reduction by
the Company of the Participant's annual rate of base pay or salary from the
annual rate of base pay or salary for such Participant immediately prior to the
Change in Control Transaction; or (iii) the failure of the Company to obtain
from a successor (including a successor to a material portion of the business or
assets of the Company) a satisfactory assumption in writing of the Company's
obligations under this Program; provided, that the Participant shall give the
Company thirty (30) days' written notice and opportunity to cure prior to any
termination for Good Reason based on the grounds specified herein. In addition,
any termination of an Participant's employment for "Good Reason" under any
Individual Agreement shall also be a termination of employment for Good Reason
under this Program.

"Individual Agreement" means any individual employment agreement or severance
agreement between the Company and the Participant.

"Monthly Base Salary" means the higher of (i) the Participant's monthly base
salary as in effect immediately prior to the Change in Control Transaction and
(ii) the Participant's highest monthly base salary in effect at any time
thereafter.

"Program" means The Register.com, Inc. Executive Change in Control Severance
Program.



                                    EXHIBIT B
                                    ---------



Jonathan Stern

Stuart Horowitz

Kanchan Mhatre

Stephen Smith

Alan Kipust

Stephanie Marks

Roni Jacobson

Ian Fish

Monica Hodges

David Saias

Sushant Mohanty



                                    EXHIBIT C
                                    ---------

                                     RELEASE
                                     -------

1.   GENERAL RELEASE. In consideration of the payments and benefits set forth in
     The Register.com, Inc. Executive Change in Control Severance Program (the
     "Program"), _______________ (the "Employee") for himself, his heirs,
     administrators, representatives, executors, successors and assigns
     (collectively "Releasors") does hereby irrevocably and unconditionally
     release, acquit and forever discharge Register.com, Inc. (the "Company")
     and its subsidiaries, affiliates and divisions and their respective,
     current and former trustees, officers, directors, partners, shareholders,
     agents, advisors, representatives, and employees, including without
     limitation all persons acting by, through, under or in concert with any of
     them (collectively, "Releasees"), and each of them from any and all
     charges, complaints, claims, liabilities, obligations, promises,
     agreements, controversies, damages, remedies, actions, causes of action,
     suits, rights, demands, costs, losses, debts and expenses (including
     attorneys' fees and costs) of any nature whatsoever, known or unknown,
     whether in law or equity and whether arising under federal, state or local
     law and in particular including any claim for discrimination based upon
     race, color, ethnicity, sex, age (including the Age Discrimination in
     Employment Act of 1967), national origin, religion, disability, or any
     other unlawful criterion or circumstance, which the Employee and Releasors
     had, now have, or may have in the future against each or any of the
     Releasees from the beginning of the world until the date hereof in
     connection with the Employee's employment and termination thereof
     (collectively, "Claims").

2.   [RELEASE OF DISCRIMINATION CLAIMS. Without in any way limiting the
     generality of the foregoing, this Release constitutes a full release and
     disclaimer of any and all Claims arising out of or relating in any way to
     the Employee's employment, continued employment, retirement, resignation,
     or termination of employment with the Company, whether arising under or out
     of a statute including, but not limited to, Title VII of the Civil Rights
     Act of 1964, 42 U.S.C. ss. 1981, the Age Discrimination in Employment Act
     of 1967, the Older Workers Benefit Protection Act of 1990, the Family and
     Medical Leave Act, the National Labor Relations Act, the Worker Adjustment
     and Retraining Notification Act, the Americans With Disabilities Act, any
     county, municipal, and any other federal, state or local statute, ordinance
     or regulation, all as may be amended from time to time, or common law
     claims or causes of action relating to alleged discrimination, breach of
     contract or public policy, wrongful or retaliatory discharge, tortious
     action, inaction, or interference of any sort, defamation, libel, slander,
     personal or business injury, including without limitation attorneys' fees
     and costs, all Claims for salary, bonus, vacation pay, and reimbursement
     for expenses. The Employee has specifically waived his right to recover in
     his own lawsuit as well as the right to recover in a suit brought by any
     other person or entity on the Employee's behalf or on behalf of a class of
     persons in which the Employee is or could be considered a member.

3.   ENFORCEABILITY OF PROPRIETARY INFORMATION, INVENTION AND NONSOLICITATION
     AGREEMENT. The parties acknowledge that nothing herein affects the
     Employee's rights, obligations and duties as set forth in the Proprietary
     Information, Inventions and Nonsolicitation Agreement annexed hereto as
     Exhibit C-1 and its provisions are expressly incorporated and made part of
     this Release.



4.   EMPLOYEE'S RIGHT TO REVOKE. The parties acknowledge that the Employee shall
     have the right to revoke and cancel this Release at any time within the
     seven-day period following its execution. If the Employee desires to revoke
     and cancel this Release, he must do so in writing to Legal Department,
     Register.com, Inc., 575 Eighth Avenue, 11th Floor, NY, NY 10018, and all
     terms of the Release shall be void and of no effect. If this Release is
     canceled and revoked by the Employee, the Company shall have no obligations
     under the Program.

5.   EMPLOYEE'S RIGHT TO CONSULT ATTORNEY/45 DAYS TO CONSIDER. The Employee is
     advised and encouraged by the Company to consult with an attorney before
     signing this Release. The Employee affirms that he has carefully read and
     fully understands this Release, has had sufficient time to consider it, has
     had an opportunity to ask questions and have it explained, and is entering
     into this Release freely and voluntarily, with an understanding that the
     general release will have the effect of waiving any action or recovery he
     might pursue for any Claims arising on or prior to the date of the
     execution of this Release. This Release was given to the Employee on
     <<Notice_Date>>. The Employee had until <<Notice_Date>>, a period in excess
     of 45 days to consider it.](A)

6.   EXCLUSIONS FROM RELEASE. Expressly excluded from the release provided in
     this Release are (i) any Claims by the Releasors for compensation and
     benefits to be provided to the Employee under the Program or any written
     employment, consulting or similar agreement between the Employee and the
     Company or any of its subsidiaries, (ii) any Claims by the Releasors for
     accrued or vested benefits to which the Employee may be entitled under any
     of the benefit plans, programs, policies of the Company and its
     subsidiaries in which the Employee participates, and (iii) any Claims by
     the Releasors related to the Employee's indemnification as an officer,
     director and employee of the Company or its subsidiaries. The parties agree
     that this Release shall not affect the rights and responsibilities of the
     US Equal Employment Opportunity Commission (hereinafter "EEOC") to enforce
     the Age Discrimination in Employment Act of 1967, as amended and other
     laws. In addition, the parties agree that this Release shall not be used to
     justify interfering with the Employee's protected right to file a charge or
     participate in an investigation or proceeding conducted by the EEOC. The
     parties further agree that the Employee knowingly and voluntarily waives
     all Claims that arose prior to the date hereof that the Releasors may have
     against the Releasees, or any of them, to receive any benefit or remedial
     relief (including, but not limited to, reinstatement, back pay, front pay,
     damages, attorneys' fees, experts' fees) as a consequence of any
     investigation or proceeding conducted by the EEOC.

7.   GOVERNING LAW. This Release shall be governed and construed in accordance
     with the laws of the State of New York, without regard to principles of
     conflict of laws.

8.   REFORMATION. In case any provision or provisions contained in this Release
     shall for any reason be held to be invalid, illegal or unenforceable in any
     respect by any court or administrative body with competent jurisdiction,
     such invalidity, illegality or unenforceability shall not affect the
     remaining provisions hereof, which shall remain in full force and effect.
     Any

----------------------
(A)  For employees age 40 and over only.





     provision(s) so determined to be invalid, illegal or unenforceable shall be
     reformed so that they are valid, legal and enforceable to the fullest
     extent permitted by law.


                                                Employee:


                                                --------------------------------
                                                [        ]
                                                Date:____________
     Accepted and Acknowledged:

     REGISTER.COM, INC.


     ------------------------------------
     By: