Exhibit
10.4




Memo

		
	To: 	Roni Jacobson


		
	From: 	David Moore


		
	Date: 	July 27, 2005


		
	Re: 	Retention, Severance and Bonus
Plan


Roni,

As a recognition of your tenure
with the organization as well as the lead efforts you are and will
undertake in the consideration of deal opportunities on behalf of
Register.com, it is my pleasure to confirm the Compensation Committee
of the Board of Directors has approved both (1) a modification of the
Executive Level Change in Control Program for you, under which you will
be guaranteed to receive 12 months of severance paid in the event of
termination without cause, or if you resign for good reason, as such
terms are defined in the original Executive Level Change in Control
Program, following a Change in Control and (2) a one-time bonus in the
amount of $75,000 to be paid to you within 30 days of the consummation
of a Sale Transaction pursuant to an agreement entered into with the
Company.

For purposes hereof, a Sale Transaction shall mean:

(i)    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 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 Voting
Securities"); or

(ii)    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 Common Stock and Outstanding 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, 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 the consummation of such Business Combination of
the Outstanding Common Stock and Outstanding 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 the
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.