REGSITRAR ACCREDITATION AGREEMENT

                                Table of Contents

I.     DEFINITIONS

II.    TERMS AND CONDITIONS OF AGREEMENT

         A.  Accreditation.
         B.  Registrar Use of ICANN Name.
         C.  General Obligations of ICANN.
         D.  General Obligations of Registrar.
         E.  Submission of SLD Holder Data to Registry.
         F.  Public Access to Data on SLD Registrations.
         G.  Retention of SLD Holder and Registration Data.
         H.  Rights in Data.
         I.  Data Escrow.
         J.  Business Dealings, Including with SLD Holders.
         K.  Domain-Name Dispute Resolution.
         L.  Accreditation Fees.
         M.  Specific Performance.
         N.  Termination of Agreement.
         O.  Term of Agreement; Renewal; Right to Substitute Updated Agreement.
         P.  Resolution of Disputes Under This Agreement.
         Q.  Limitations on Monetary Remedies for Violations of this Agreement.
         R.  Handling by ICANN of Registrar-Supplied Data.
         S.  Miscellaneous.
________________________________________________________________________________

This  REGISTRAR  ACCREDITATION  AGREEMENT  ("Agreement")  is by and  between the
Internet   Corporation  for  Assigned  Names  and  Numbers,   a   not-for-profit
corporation, and FullWeb, Inc., d/b/a FullNic f/k/a Animus Communications,  Inc.
("Registrar"),  a corporation,  and shall be deemed made on February 8, 2000, at
Los Angeles, California, USA.

I. DEFINITIONS

As used in  this  Agreement,  the  following  terms  shall  have  the  following
meanings:

A. "Accredit" means to identify and set minimum standards for the performance of
registration   functions,   to  recognize  persons  or  entities  meeting  those
standards,  and to enter  into an  accreditation  agreement  that sets forth the
rules and procedures applicable to the provision of registration services.

B. A "Consensus Policy" is one adopted by ICANN as follows:

     1.  "Consensus  Policies"  are those  adopted  based on a  consensus  among
     Internet stakeholders  represented in the ICANN process, as demonstrated by
     (1) the  adoption  of the  policy by the ICANN  Board of  Directors,  (2) a
     recommendation  that the policy should be adopted, by at least a two-thirds
     vote of the  council  of the  ICANN  Supporting  Organization  to which the
     matter is  delegated,  and (3) a written  report and  supporting  materials
     (which  must  include  all   substantive   submissions  to  the  Supporting
     Organization  relating to the  proposal)  that (i)  documents the extent of
     agreement  and  disagreement  among  impacted  groups,  (ii)  documents the
     outreach  process used to seek to achieve  adequate  representation  of the
     views of groups that are likely to be  impacted,  and (iii)  documents  the
     nature and  intensity of reasoned  support and  opposition  to the proposed
     policy.


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     2. In the event that  Registrar  disputes the presence of such a consensus,
     it shall  seek  review  of that  issue  from an  Independent  Review  Panel
     established under ICANN's bylaws. Such review must be sought within fifteen
     working days of publication of the Board's action adopting the policy.  The
     decision of the panel shall be based on the report and supporting materials
     required by Section I.B.1 above.  In the event that Registrar  seeks review
     and the Panel sustains the Board's  determination  that the policy is based
     on a  consensus  among  Internet  stakeholders  represented  in  the  ICANN
     process, then Registrar must implement such policy unless it promptly seeks
     and obtains a stay or injunctive relief under Section II.P.

     3. In the event,  following  a decision  by the  Independent  Review  Panel
     convened  under  Section I.B.2 above,  that  Registrar  still  disputes the
     presence  of such a  consensus,  it may seek  further  review of that issue
     within  fifteen  working days of  publication of the decision in accordance
     with the  dispute-resolution  procedures  set forth in Section  II.P below;
     provided,  however,  that  Registrar  must continue to implement the policy
     unless it has obtained a stay or injunctive  relief under Section II.P or a
     final  decision is rendered in  accordance  with the  provisions of Section
     II.P that relieves  Registrar of such obligation.  The decision in any such
     further  review  shall be  based on the  report  and  supporting  materials
     required by Section I.B.1 above.

     4. A policy  adopted by the ICANN Board of Directors on a temporary  basis,
     without  a prior  recommendation  by the  council  of an  ICANN  Supporting
     Organization,  shall also be considered to be a Consensus Policy if adopted
     by the ICANN Board of  Directors  by a vote of at least  two-thirds  of its
     members,  and if immediate temporary adoption of a policy on the subject is
     necessary to maintain the stability of the Internet or the operation of the
     domain name system,  and if the proposed policy is as narrowly  tailored as
     feasible to achieve  those  objectives.  In adopting  any policy under this
     provision,  the ICANN Board of Directors shall state the period of time for
     which the policy is  temporarily  adopted and shall  immediately  refer the
     matter to the appropriate  Supporting  Organization  for its evaluation and
     review  with  a  detailed  explanation  of its  reasons  for  adopting  the
     temporary  policy and why the Board  believes the policy should receive the
     consensus support of Internet stakeholders. If the period of time for which
     the  policy is  adopted  exceeds  45 days,  the Board  shall  reaffirm  its
     temporary adoption every 45 days for a total period not to exceed 180 days,
     in order to maintain  such policy in effect until such time as it meets the
     standard set forth in Section  I.B.1.  If the standard set forth in Section
     I.B.1 above is not met within the temporary period set by the Board, or the
     council of the Supporting  Organization to which it has been referred votes
     to reject the temporary policy, it will no longer be a "Consensus Policy."

     5.  For all  purposes  under  this  Agreement,  the  policies  specifically
     identified          by         ICANN         on         its         website
     (www.icann.org/general/consensus-policies.htm)   at  the   date   of   this
     Agreement as having been adopted by the ICANN Board of Directors before the
     date of this  Agreement  shall be treated  in the same  manner and have the
     same effect as "Consensus Policies" and accordingly shall not be subject to
     review under Section I.B.2.

     6. In the event  that,  at the time the ICANN Board  adopts a policy  under
     Section  I.B.1  during the term of this  Agreement,  ICANN does not have in
     place an Independent  Review Panel  established  under ICANN's bylaws,  the
     fifteen-working-day period allowed under Section I.B.2 to seek review shall
     be  extended  until  fifteen  working  days  after  ICANN does have such an
     Independent  Review Panel in place and Registrar  shall not be obligated to
     comply with the policy in the interim.

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C. "DNS" refers to the Internet domain-name system.

D. "ICANN" refers to the Internet  Corporation for Assigned Names and Numbers, a
party to this Agreement.

E. An "ICANN-adopted  policy" (and references to ICANN  "adopt[ing]" a policy or
policies)  refers to a Consensus  Policy adopted by ICANN (i) in conformity with
applicable  provisions of its articles of  incorporation  and bylaws and Section
II.C of this  Agreement and (ii) of which  Registrar has been given notice and a
reasonable period in which to comply.

F. "IP" means Internet Protocol.

G. "Personal Data" refers to data about any identified or  identifiable  natural
person.

H. The word "Registrar,"  when appearing with an initial capital letter,  refers
to FullWeb,  Inc.  d/b/a FullNic f/k/a Animus  Communications,  Inc., a party to
this Agreement.

I. The word  "registrar,"  when  appearing  without an initial  capital  letter,
refers to a person or entity  that  contracts  with SLD  holders and a registry,
collecting  registration  data about the SLD  holders and  submitting  zone file
information for entry in the registry database.

J. A "Registry" is the person(s) or entity(ies) then responsible,  in accordance
with an  agreement  between  ICANN and that person or entity  (those  persons or
entities) or, if that agreement is terminated or expires,  in accordance with an
agreement  between the US Government and that person or entity (those persons or
entities), for providing registry services.

K. An "SLD" is a second-level domain of the DNS.

L. An SLD  registration  is  "sponsored" by the registrar that placed the record
associated  with  that  registration   into  the  registry.   Sponsorship  of  a
registration  may be changed at the express  direction  of the SLD holder or, in
the event a registrar  loses  accreditation,  in  accordance  with  then-current
ICANN-adopted policies.

M. A "TLD" is a top-level domain of the DNS.

II. TERMS AND CONDITIONS OF AGREEMENT

The parties agree as follows:


A.  Accreditation.  During  the  term of this  Agreement,  Registrar  is  hereby
accredited  by  ICANN to act as a  registrar  (including  to  insert  and  renew
registration  of SLDs in the registry  database)  for the .com,  .net,  and .org
TLDs.

B.  Registrar  Use of ICANN Name.  Registrar is hereby  granted a  non-exclusive
worldwide  license  to  state  during  the  term  of this  Agreement  that it is
accredited  by ICANN as a registrar in the .com,  .net,  and .org TLDs. No other
use of ICANN's  name is  licensed  hereby.  This  license may not be assigned or
sublicensed by Registrar.

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C.  General  Obligations  of ICANN.  With respect to all matters that impact the
rights,  obligations,  or role of Registrar, ICANN shall during the Term of this
Agreement:

     1. exercise its responsibilities in an open and transparent manner;

     2. not  unreasonably  restrain  competition  and,  to the extent  feasible,
     promote and encourage robust competition;

     3. not apply  standards,  policies,  procedures  or practices  arbitrarily,
     unjustifiably,  or  inequitably  and not single out Registrar for disparate
     treatment  unless  justified by substantial  and reasonable  cause;  and 4.
     ensure,  through  its  reconsideration  and  independent  review  policies,
     adequate  appeal  procedures for  Registrar,  to the extent it is adversely
     affected by ICANN standards, policies, procedures or practices.

D. General Obligations of Registrar.

     1. During the Term of this Agreement:

         a.  Registrar  agrees that it will operate as a registrar  for TLDs for
         which it is accredited by ICANN in accordance with this Agreement;

         b. Registrar shall comply,  in such operations,  with all ICANN-adopted
         Policies insofar as they:

              i.  relate to one or more of the  following:  (A) issues for which
              uniform or  coordinated  resolution  is  reasonably  necessary  to
              facilitate  interoperability,  technical reliability and/or stable
              operation of the Internet or  domain-name  system,  (B)  registrar
              policies  reasonably  necessary  to implement  Consensus  Policies
              relating to the Registry,  or (C) resolution of disputes regarding
              the  registration  of domain  names (as opposed to the use of such
              domain names), and

              ii. do not unreasonably restrain competition.

     2. To the extent that Consensus  Policies are adopted in  conformance  with
     Section II.C of this  Agreement,  the measures  permissible  under  Section
     II.D.1.b.i shall include, without limitation:

         i.  principles     for    allocation    of     SLD     names     (e.g.,
         first-come/first-served,   timely   renewal,   holding   period   after
         expiration);

         ii.  prohibitions  on  warehousing of or speculation in domain names by
         registrars;

         iii.  reservation of SLD names that may not be registered  initially or
         that  may not be  renewed  due to  reasons  reasonably  related  to (a)
         avoidance of confusion among or misleading of users,  (b)  intellectual
         property,  or (c) the  technical  management of the DNS or the Internet
         (e.g., "example.com" and single-letter/digit names);

         iv.  the  allocation  among  continuing  registrars  of the  SLD  names
         sponsored in the registry by a registrar losing accreditation;

                                      -4-

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         v.  the  transfer  of  registration  data  upon a change  in  registrar
         sponsoring the registration; and

         vi.  dispute  resolution  policies  that take into account the use of a
         domain name.

Nothing  in this  Section  II.D  shall  limit or  otherwise  affect  Registrar's
obligations as set forth elsewhere in this Agreement.

E. Submission of SLD Holder Data to Registry. During the term of this Agreement:

     1. As part of its  registration  of SLDs in the .com,  .net, and .org TLDs,
     Registrar shall submit to, or shall place in the registry database operated
     by Registry the following data elements  concerning SLD registrations  that
     Registrar processes:

         a. The name of the SLD being registered;

         b.  The  IP  addresses  of  the  primary   nameserver   and   secondary
         nameserver(s) for the SLD;

         c. The corresponding names of those nameservers;

         d. Unless automatically  generated by the registry system, the identity
         of the registrar;

         e.  Unless   automatically   generated  by  the  registry  system,  the
         expiration date of the registration; and

         f.  Other  data  required  as a result of  further  development  of the
         registry system by the Registry.

     2. Within five (5) business  days after  receiving any updates from the SLD
     holder to the data elements  listed in Sections  II.E.1.b and c for any SLD
     registration  Registrar  sponsors,  Registrar shall submit the updated data
     elements  to,  or shall  place  those  elements  in the  registry  database
     operated by Registry.

     3. In order to allow  reconstitution  of the registry database in the event
     of  an  otherwise  unrecoverable  technical  failure  or a  change  in  the
     designated  Registry  permitted  by the  contract  Registry  has with ICANN
     and/or the United  States  Department  of Commerce,  within ten days of any
     such  request  by ICANN  Registrar  shall  submit  an  electronic  database
     containing the data elements listed in Sections  II.F.1.a through d for all
     active  records  in  the  registry  sponsored  by  Registrar,  in a  format
     specified by ICANN, to the Registry for the appropriate TLD.

F.  Public  Access  to  Data  on SLD  Registrations.  During  the  term  of this
Agreement:

     1. At its expense,  Registrar  shall provide an interactive  web page and a
     port  43  Whois  service  providing  free  public   query-based  access  to
     up-to-date  (i.e.  updated at least daily) data  concerning  all active SLD
     registrations  sponsored by  Registrar in the registry for the .com,  .net,
     and .org TLDs.  The data  accessible  shall  consist of  elements  that are
     designated from time to time according to an  ICANN-adopted  policy.  Until
     ICANN otherwise  specifies by means of an ICANN-adopted  policy,  this data
     shall  consist  of the  following  elements  as  contained  in  Registrar's
     database:

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         a.  The  name  of the SLD  being  registered  and  the  TLD  for  which
         registration is being requested;

         b.  The  IP  addresses  of  the  primary   nameserver   and   secondary
         nameserver(s) for the SLD;

         c. The corresponding names of those nameservers;

         d. The identity of Registrar (which may be provided through Registrar's
         website);

         e. The original creation date of the registration;

         f. The expiration date of the registration;

         g. The name and postal address of the SLD holder;

         h. The name,  postal address,  e-mail address,  voice telephone number,
         and (where  available) fax number of the technical contact for the SLD;
         and

         i. The name,  postal address,  e-mail address,  voice telephone number,
         and (where available) fax number of the administrative  contact for the
         SLD.

     2. Upon  receiving  any  updates to the data  elements  listed in  Sections
     II.F.1.b  through d and f through i from the SLD  holder,  Registrar  shall
     promptly update its database used to provide the public access described in
     Section II.F.1.

     3.  Registrar may  subcontract  its obligation to provide the public access
     described in Section II.F.1 and the updating  described in Section  II.F.2,
     provided  that  Registrar  shall  remain fully  responsible  for the proper
     provision of the access and updating.

     4.  Registrar  shall  abide  by  any  ICANN-adopted  Policy  that  requires
     registrars  to  cooperatively   implement  a  distributed  capability  that
     provides query-based Whois search  functionality across all registrars.  If
     the Whois service  implemented by registrars  does not in a reasonable time
     provide reasonably robust,  reliable, and convenient access to accurate and
     up-to-date  data,  the Registrar  shall abide by any  ICANN-adopted  Policy
     requiring  Registrar,  if  reasonably  determined  by ICANN to be necessary
     (considering such possibilities as remedial action by specific registrars),
     to supply data from Registrar's database to facilitate the development of a
     centralized  Whois  database  for the  purpose of  providing  comprehensive
     Registrar Whois search capability.

     5. In providing  query-based public access to registration data as required
     by  Sections  II.F.1  and  II.F.4,  Registrar  shall not  impose  terms and
     conditions  on  use  of  the  data  provided  except  as  permitted  by  an
     ICANN-adopted  policy.  Unless and until ICANN  adopts a different  policy,
     Registrar  shall  permit use of data it provides in response to queries for
     any lawful purposes except to: (a) allow,  enable, or otherwise support the
     transmission of mass unsolicited,  commercial  advertising or solicitations
     via  e-mail  (spam);  or (b)  enable  high  volume,  automated,  electronic
     processes that apply to Registrar (or its systems).

     6. In addition, Registrar shall provide third-party bulk access to the data
     subject to public access under Section II.F.1 under the following terms and
     conditions:

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         a.  Registrar  shall  make a  complete  electronic  copy  of  the  data
         available at least one time per week for download by third  parties who
         have entered into a bulk access agreement with Registrar.

         b.  Registrar  may charge an annual fee, not to exceed  US$10,000,  for
         such bulk access to the data.

         c. Registrar's  access agreement shall require the third party to agree
         not to use  the  data  to  allow,  enable,  or  otherwise  support  the
         transmission   of   mass   unsolicited,   commercial   advertising   or
         solicitations via e-mail (spam).

         d.  Registrar's  access  agreement may require the third party to agree
         not to use  the  data  to  enable  high-volume,  automated,  electronic
         processes that apply to Registrar (or its systems).

         e.  Registrar's  access  agreement may require the third party to agree
         not to sell or  redistribute  the data  except  insofar  as it has been
         incorporated  by the third party into a value-added  product or service
         that does not permit the  extraction  of a  substantial  portion of the
         bulk data from the  value-added  product  or  service  for use by other
         parties.

         f. Registrar may enable SLD holders who are individuals to elect not to
         have Personal Data concerning  their  registrations  available for bulk
         access for marketing  purposes based on Registrar's  "Opt-Out"  policy,
         and if Registrar  has such a policy  Registrar  shall require the third
         party to abide by the terms of that Opt-Out policy; provided,  however,
         that  Registrar  may not use such data subject to opt-out for marketing
         purposes in its own value-added product or service.

     7.  Registrar's  obligations  under  Section  II.F.6 shall remain in effect
     until the  earlier  of (a)  replacement  of this  policy  with a  different
     ICANN-adopted  policy  governing  bulk access to the data subject to public
     access under Section II.F.1, or (b)  demonstration,  to the satisfaction of
     the United States  Department of Commerce,  that no individual or entity is
     able to exercise market power with respect to registrations or with respect
     to  registration  data used for  development  of  value-added  products and
     services by third parties.

     8. To  comply  with  applicable  statutes  and  regulations  and for  other
     reasons,  ICANN may from time to time adopt policies establishing limits on
     the Personal Data  concerning  SLD  registrations  that  Registrar may make
     available to the public through a public-access  service  described in this
     Section II.F and on the manner in which  Registrar may make them available.
     In the event ICANN adopts any such policy, Registrar shall abide by it.

G. Retention of SLD Holder and Registration Data.

     1. During the term of this  Agreement,  Registrar  shall  maintain  its own
     electronic database, as updated from time to time, containing data for each
     active SLD registration sponsored by it in the registry for the .com, .net,
     and .org  TLDs.  The data for each  such  registration  shall  include  the
     elements  listed in  Sections  II.F.1.a  through i, as well as the name and
     (where available) postal address,  e-mail address,  voice telephone number,
     and fax number of the billing contact.

     2.  During  the term of this  Agreement  and for  three  years  thereafter,
     Registrar  (itself or by its agent) shall  maintain the  following  records
     relating to its dealings with the Registry and SLD holders:

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         a. In electronic  form, the submission  date and time, and the content,
         of all registration  data (including  updates)  submitted in electronic
         form to the Registry;

         b. In electronic,  paper, or microfilm form, all written communications
         constituting registration applications,  confirmations,  modifications,
         or  terminations  and related  correspondence  with actual SLD holders,
         including registration contracts; and

         c. In electronic form,  records of the accounts of all SLD holders with
         Registrar, including dates and amounts of all payments and refunds.

     Registrar  shall make these records  available for inspection by ICANN upon
     reasonable  notice.  ICANN  shall  not  disclose  such  records  except  as
     expressly permitted by an ICANN-adopted policy.

H. Rights in Data.  Registrar disclaims all rights to exclusive ownership or use
of the  data  elements  listed  in  Sections  II.E.1.a  through  c for  all  SLD
registrations  submitted  by Registrar  to, or  sponsored  by Registrar  in, the
registry database for the .com, .net, and .org TLDs. Registrar does not disclaim
rights in the data elements listed in Sections  II.E.1.d  through f and II.F.1.d
through i concerning  active SLD  registrations  sponsored by it in the registry
for  the  .com,  .net,  and  .org  TLDs,  and  agrees  to  grant  non-exclusive,
irrevocable, royalty-free licenses to make use of and disclose the data elements
listed in Sections  II.F.1.d  through i for the  purpose of  providing a service
(such  as  a  Whois  service  under  Section  II.F.4)   providing   interactive,
query-based  public access.  Upon a change in sponsorship  from Registrar of any
SLD  registration in the registry for the .com,  .net, and .org TLDs,  Registrar
acknowledges that the registrar gaining  sponsorship shall have the rights of an
owner to the data  elements  listed  in  Sections  II.E.1.d  and e and  II.F.1.d
through i concerning that registration, with Registrar also retaining the rights
of an owner in that data. Nothing in this Section II.H prohibits  Registrar from
(1) restricting bulk public access to data elements in a manner  consistent with
any ICANN-adopted policies or (2) transferring rights it claims in data elements
subject to the provisions of this Section II.H.

I. Data  Escrow.  During the term of this  Agreement,  on a schedule,  under the
terms, and in the format specified in the then-current  ICANN-adopted  policy on
registrar escrow requirements,  Registrar shall submit an electronic copy of the
database described in Section II.G.1 to ICANN or, at Registrar's election and at
its expense,  to a reputable  escrow agent  mutually  approved by Registrar  and
ICANN,  such approval also not to be unreasonably  withheld by either party. The
data shall be held under an agreement  among  Registrar,  ICANN,  and the escrow
agent (if any) providing that (1) the data shall be received and held in escrow,
with no use other than  verification  that the deposited data is complete and in
proper  format,  until  released to ICANN;  (2) the data shall be released  from
escrow upon expiration without renewal or termination of this Agreement; and (3)
ICANN's rights under the escrow  agreement shall be assigned with any assignment
of this  Agreement.  The escrow  shall  provide  that in the event the escrow is
released  under  this  Section  II.I,  ICANN  (or  its  assignee)  shall  have a
non-exclusive,   irrevocable,   royalty-free   license  to  exercise  (only  for
transitional  purposes)  or have  exercised  all  rights  necessary  to  provide
registrar services.

J. Business Dealings, Including with SLD Holders.

     1.  In the  event  ICANN  adopts  a  policy  supported  by a  consensus  of
     ICANN-accredited registrars establishing or approving a Code of Conduct for
     such registrars, Registrar shall abide by that Code.

     2. Registrar shall abide by applicable laws and governmental regulations.

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<PAGE>

     3. Registrar shall not represent to any actual or potential SLD holder that
     Registrar  enjoys  access to a registry for which  Registrar is  accredited
     that is  superior  to that  of any  other  registrar  accredited  for  that
     registry.

     4. Registrar shall not activate any SLD registration unless and until it is
     satisfied  that it has  received a  reasonable  assurance of payment of its
     registration  fee. For this  purpose,  a charge to a credit  card,  general
     commercial  terms extended to  creditworthy  customers,  or other mechanism
     providing a similar  level of  assurance  of payment  shall be  sufficient,
     provided that the obligation to pay becomes final and  non-revocable by the
     SLD holder upon activation of the registration.

     5. Registrar shall register SLDs to SLD holders only for fixed periods.  At
     the conclusion of the registration  period,  failure by or on behalf of the
     SLD  holder to pay a renewal  fee  within  the time  specified  in a second
     notice or  reminder  shall,  in the absence of  extenuating  circumstances,
     result in cancellation of the registration.  In the event that ICANN adopts
     a policy  concerning  procedures for handling  expiration of registrations,
     Registrar shall abide by that policy.

     6.  Registrar  shall not insert or renew any SLD name in any  registry  for
     which  Registrar  is  accredited  by  ICANN  in a  manner  contrary  to  an
     ICANN-adopted  policy stating a list or specification of excluded SLD names
     that is in effect at the time of insertion or renewal.

     7.  Registrar  shall require all SLD holders to enter into an electronic or
     paper  registration   agreement  with  Registrar  including  at  least  the
     following provisions:

         a. The SLD holder  shall  provide to  Registrar  accurate  and reliable
         contact details and promptly correct and update them during the term of
         the SLD registration,  including: the full name, postal address, e-mail
         address, voice telephone number, and fax number if available of the SLD
         holder;  name of authorized  person for contact purposes in the case of
         an SLD holder that is an organization, association, or corporation; and
         the data elements listed in Section II.F.1.b, c, and h through i above.

         An  SLD  holder's   willful   provision  of  inaccurate  or  unreliable
         information,   its  willful  failure  promptly  to  update  information
         provided  to  Registrar,  or its  failure to respond  for over  fifteen
         calendar  days to  inquiries by  Registrar  concerning  the accuracy of
         contact  details  associated with the SLD holder's  registration  shall
         constitute a material breach of the SLD  holder-registrar  contract and
         be a basis for cancellation of the SLD registration.

         Any SLD holder that  intends to license use of a domain name to a third
         party is nonetheless  the SLD holder of record and is  responsible  for
         providing  its own  full  contact  information  and for  providing  and
         updating  accurate  technical and  administrative  contact  information
         adequate to facilitate  timely resolution of any problems that arise in
         connection  with  the  SLD.  An  SLD  holder  licensing  use  of an SLD
         according to this provision  shall accept  liability for harm caused by
         wrongful use of the SLD,  unless it promptly  discloses the identity of
         the licensee to a party providing the SLD holder reasonable evidence of
         actionable harm.

         b.  Registrar  shall  provide  notice to each new or renewed SLD holder
         stating:

              i. The  purposes for which any Personal  Data  collected  from the
              applicant are intended;

                                      -9-

<PAGE>

              ii. The intended  recipients  or  categories  of recipients of the
              data  (including the Registry and others who will receive the data
              from Registry);

              iii.  Which  data are  obligatory  and  which  data,  if any,  are
              voluntary; and

              iv.  How the SLD  holder  or  data  subject  can  access  and,  if
              necessary, rectify the data held about them.

         c. The SLD holder shall consent to the data  processing  referred to in
         Section II.J.7.b.

         d. The SLD  holder  shall  represent  that  notice  has  been  provided
         equivalent  to  that  described  in  Section  II.J.7.b.  above  to  any
         third-party  individuals  whose Personal Data are supplied to Registrar
         by the SLD  holder,  and  that  the SLD  holder  has  obtained  consent
         equivalent  to  that  referred  to in  Section  II.J.7.c  of  any  such
         third-party individuals.

         e.  Registrar  shall agree that it will not process the  Personal  Data
         collected from the SLD holder in a way  incompatible  with the purposes
         and other  limitations  about which it has  provided  notice to the SLD
         holder in accordance with Section II.J.7.b, above.

         f. Registrar  shall agree that it will take  reasonable  precautions to
         protect  Personal  Data  from  loss,  misuse,  unauthorized  access  or
         disclosure, alteration, or destruction.

         g. The SLD holder shall represent that, to the best of the SLD holder's
         knowledge and belief,  neither the registration of the SLD name nor the
         manner in which it is directly or indirectly  used  infringes the legal
         rights of a third party.

         h. For the  adjudication of disputes  concerning or arising from use of
         the SLD name, the SLD holder shall submit,  without  prejudice to other
         potentially applicable jurisdictions, to the jurisdiction of the courts
         (1) of the SLD holder's domicile and (2) where Registrar is located.

         i. The SLD holder  shall  agree that its  registration  of the SLD name
         shall be subject to suspension,  cancellation,  or transfer pursuant to
         any  ICANN-adopted  policy,  or pursuant to any  registrar  or registry
         procedure not inconsistent with an ICANN-adopted policy, (1) to correct
         mistakes by Registrar or the  Registry in  registering  the name or (2)
         for the resolution of disputes concerning the SLD name.

         j. The SLD holder shall  indemnify  and hold  harmless the Registry and
         its directors, officers, employees, and agents from and against any and
         all  claims,  damages,  liabilities,  costs,  and  expenses  (including
         reasonable  legal fees and  expenses)  arising out of or related to the
         SLD holder's domain name registration.

     8. Registrar shall abide by any ICANN-adopted policies requiring reasonable
     and commercially practicable (a) verification, at the time of registration,
     of contact  information  associated with an SLD  registration  sponsored by
     Registrar or (b) periodic  re-verification  of such information.  Registrar
     shall,  upon  notification  by any person of an  inaccuracy  in the contact
     information  associated  with an SLD  registration  sponsored by Registrar,
     take reasonable steps to investigate that claimed inaccuracy.  In the event
     Registrar learns of inaccurate contact  information  associated with an SLD
     registration it sponsors,  it shall take  reasonable  steps to correct that
     inaccuracy.

                                      -10-

<PAGE>

     9.  Registrar  shall  abide  by any  ICANN-adopted  policy  prohibiting  or
     restricting warehousing of or speculation in domain names by registrars.

     10.  Registrar  shall  maintain  in  force  commercial   general  liability
     insurance with policy limits of at least  US$500,000  covering  liabilities
     arising  from  Registrar's  registrar  business  during  the  term  of this
     Agreement.

     11. Nothing in this Agreement prescribes or limits the amount Registrar may
     charge SLD holders for registration of SLD names.

K. Domain-Name Dispute Resolution. During the term of this Agreement,  Registrar
shall have in place a policy and procedure for resolution of disputes concerning
SLD names.  In the event that ICANN adopts a policy or procedure for  resolution
of  disputes  concerning  SLD names  that by its  terms  applies  to  Registrar,
Registrar shall adhere to the policy or procedure.

L.  Accreditation  Fees. As a condition of  accreditation,  Registrar  shall pay
accreditation  fees  to  ICANN.  These  fees  consist  of  yearly  and  on-going
components.

     1. The yearly  component for the term of this Agreement shall be US $5,000.
     Payment of the yearly component shall be due upon execution by Registrar of
     this Agreement and upon each  anniversary  date after such execution during
     the term of this Agreement (other than the expiration date).

     2. Registrar  shall pay the on-going  component of Registrar  accreditation
     fees adopted by ICANN in  accordance  with the  provisions  of Section II.C
     above,  provided such fees are  reasonably  allocated  among all registrars
     that contract with ICANN and that any such fees must be expressly  approved
     by registrars  accounting,  in aggregate,  for payment of two-thirds of all
     registrar-level  fees. Registrar shall pay such fees in a timely manner for
     so long as all material  terms of this  Agreement  remain in full force and
     effect, and  notwithstanding  the pendency of any dispute between Registrar
     and ICANN.

     3. On reasonable notice given by ICANN to Registrar,  accountings submitted
     by Registrar  shall be subject to  verification  by an audit of Registrar's
     books and records by an  independent  third-party  that shall  preserve the
     confidentiality  of such books and records  (other than its  findings as to
     the accuracy of, and any necessary corrections to, the accountings).

M. Specific  Performance.  While this  Agreement is in effect,  either party may
seek  specific  performance  of any  provision  of this  Agreement in the manner
provided in Section II.P below,  provided the party seeking such  performance is
not in material breach of its obligations.

N.  Termination  of  Agreement.  This  Agreement  may be  terminated  before its
expiration  by Registrar by giving ICANN thirty days written  notice.  It may be
terminated before its expiration by ICANN in any of the following circumstances:

     1.  There  was  a  material  misrepresentation,   material  inaccuracy,  or
     materially   misleading   statement   in   Registrar's    application   for
     accreditation or any material accompanying the application.

                                      -11-

<PAGE>

     2. Registrar:

         a. is  convicted  of a  felony  or other  serious  offense  related  to
         financial  activities,  or is judged by a court to have committed fraud
         or  breach  of  fiduciary  duty,  or  is  the  subject  of  a  judicial
         determination that ICANN reasonably deems as the substantive equivalent
         of any of these; or

         b.  is  disciplined  by the  government  of its  domicile  for  conduct
         involving dishonesty or misuse of funds of others.

     3. Any officer or director of  Registrar  is  convicted of a felony or of a
     misdemeanor  related to  financial  activities,  or is judged by a court to
     have  committed  fraud or breach of fiduciary  duty, or is the subject of a
     judicial  determination  that ICANN deems as the substantive  equivalent of
     any of these;  provided,  such  officer or  director is not removed in such
     circumstances.

     4.  Registrar  fails to cure any  breach of this  Agreement  (other  than a
     failure to comply  with a policy  adopted by ICANN  during the term of this
     Agreement  as to which  Registrar  is  seeking,  or still has time to seek,
     review  under  Section  I.B.2 of whether a  consensus  is  present)  within
     fifteen working days after ICANN gives Registrar notice of the breach.

     5. Registrar  fails to comply with a ruling granting  specific  performance
     under Sections II.M and II.P.

     6.  Registrar  continues  acting  in a manner  that  ICANN  has  reasonably
     determined endangers the stability or operational integrity of the Internet
     after receiving three days notice of that determination.

     7. Registrar becomes bankrupt or insolvent.

This  Agreement may be terminated in  circumstances  1 through 6 above only upon
fifteen  days  written  notice  to  Registrar  (in the  case of  circumstance  4
occurring  after  Registrar's  failure to cure),  with Registrar  being given an
opportunity  during  that time to initiate  arbitration  under  Section  II.P to
determine the appropriateness of termination under this Agreement.  In the event
Registrar initiates litigation or arbitration  concerning the appropriateness of
termination by ICANN, the termination  shall be stayed an additional thirty days
to allow Registrar to obtain a stay of termination  under Section II.P below. If
Registrar  acts in a manner  that  ICANN  reasonably  determines  endangers  the
stability  or  operational  integrity  of the  Internet and upon notice does not
immediately cure, ICANN may suspend this Agreement for five working days pending
ICANN's application for more extended specific  performance or injunctive relief
under Section II.P. This Agreement may be terminated  immediately upon notice to
Registrar in circumstance 7 above.

                                      -12-

<PAGE>

O. Term of Agreement;  Renewal;  Right to  Substitute  Updated  Agreement.  This
Agreement shall have an initial term until  [specific date to be inserted:  five
years for most  agreements;  for agreements  substituting for the prior one-year
agreements the inserted date will be the existing (one year) termination date of
those  agreements,  as required by Section  III.M of those  agreements],  unless
sooner terminated. Thereafter, if Registrar seeks to continue its accreditation,
it may  apply  for  renewed  accreditation,  and shall be  entitled  to  renewal
provided it meets the  ICANN-adopted  policy on  accreditation  criteria then in
effect, is in compliance with its obligations under this Agreement,  as amended,
and agrees to be bound by the  then-current  Registrar  accreditation  agreement
(which may differ from those of this  Agreement) that ICANN adopts in accordance
with  Sections  II.C and II.D (as  Section  II.D  may have  been  amended  by an
ICANN-adopted policy). In connection with renewed accreditation, Registrar shall
confirm  its  assent  to the  terms  and  conditions  of the  such  then-current
Registrar  accreditation  agreement by signing that accreditation  agreement. In
the event that,  during the term of this Agreement,  ICANN posts on its web site
an updated form of registrar  accreditation  agreement  applicable to accredited
registrars  in the .com,  .net,  or .org TLDs,  Registrar  (provided  it has not
received  (1) a notice  of  breach  that it has not  cured  or (2) a  notice  of
termination  of this  Agreement  under Section II.N above) may elect,  by giving
ICANN written notice, to enter an agreement in the updated form in place of this
Agreement.  In the event of such  election,  Registrar and ICANN shall  promptly
sign a new  accreditation  agreement that contains the provisions of the updated
form  posted on the web  site,  with the  length of the term of the  substituted
agreement as stated in the updated form posted on the web site, calculated as if
it commenced on the date this  Agreement was made,  and this  Agreement  will be
deemed terminated.

P.  Resolution of Disputes Under this  Agreement.  Disputes  arising under or in
connection  with this  Agreement,  including  (1) disputes  arising from ICANN's
failure  to  renew  Registrar's  accreditation  and (2)  requests  for  specific
performance,  shall be resolved in a court of competent  jurisdiction or, at the
election  of either  party,  by an  arbitration  conducted  as  provided in this
Section II.P  pursuant to the  International  Arbitration  Rules of the American
Arbitration  Association  ("AAA"). The arbitration shall be conducted in English
and shall occur in Los Angeles  County,  California,  USA.  There shall be three
arbitrators:   each  party  shall  choose  one  arbitrator  and,  if  those  two
arbitrators do not agree on a third arbitrator, the third shall be chosen by the
AAA.  The  parties  shall  bear the costs of the  arbitration  in equal  shares,
subject to the right of the  arbitrators  to reallocate the costs in their award
as provided in the AAA rules.  The parties shall bear their own attorneys'  fees
in connection with the  arbitration,  and the arbitrators may not reallocate the
attorneys' fees in conjunction  with their award.  The arbitrators  shall render
their decision within ninety days of the conclusion of the arbitration  hearing.
In the event Registrar  initiates  arbitration to contest the appropriateness of
termination  of this  Agreement by ICANN,  Registar may at the same time request
that the arbitration panel stay the termination  until the arbitration  decision
is rendered,  and that request shall have the effect of staying the  termination
until  the  arbitration   panel  has  granted  an  ICANN  request  for  specific
performance  and Registrar  has failed to comply with such ruling.  In the event
Registrar  initiates  arbitration  to  contest  an  Independent  Review  Panel's
decision under Section I.B.2 sustaining the Board's  determination that a policy
is  supported  by  consensus,  Registar  may at the same time  request  that the
arbitration  panel stay the requirement that it comply with the policy until the
arbitration  decision is  rendered,  and that  request  shall have the effect of
staying the requirement  until the decision or until the  arbitration  panel has
granted an ICANN  request for lifting of the stay. In all  litigation  involving
ICANN  concerning  this Agreement  (whether in a case where  arbitration has not
been elected or to enforce an  arbitration  award),  jurisdiction  and exclusive
venue  for  such  litigation  shall  be  in a  court  located  in  Los  Angeles,
California,  USA;  however,  the parties  shall also have the right to enforce a
judgment of such a court in any court of competent jurisdiction. For the purpose
of aiding the arbitration and/or preserving the rights of the parties during the
pendency of an  arbitration,  the parties shall have the right to seek temporary
or  preliminary  injunctive  relief  from  the  arbitration  panel or in a court
located in Los  Angeles,  California,  USA,  which shall not be a waiver of this
arbitration agreement.

Q.  Limitations on Monetary  Remedies for Violations of this Agreement.  ICANN's
aggregate  monetary  liability for violations of this Agreement shall not exceed
the amount of  accreditation  fees paid by Registrar to ICANN under Section II.L
of this  Agreement.  Registrar's  monetary  liability to ICANN for violations of
this Agreement shall be limited to accreditation  fees owing to ICANN under this
Agreement.  In no event  shall  either  party be liable for  special,  indirect,
incidental,  punitive,  exemplary, or consequential damages for any violation of
this Agreement.

                                      -13-

<PAGE>

R. Handling by ICANN of  Registrar-Supplied  Data. Before receiving any Personal
Data from  Registrar,  ICANN shall  specify to Registrar in writing the purposes
for and conditions under which ICANN intends to use the Personal Data. ICANN may
from  time  to time  provide  Registrar  with a  revised  specification  of such
purposes and conditions,  which  specification  shall become  effective no fewer
than thirty days after it is provided to Registrar. ICANN shall not use Personal
Data provided by Registrar for a purpose or under conditions  inconsistent  with
the  specification  in effect when the Personal Data were provided.  ICANN shall
take  reasonable  steps  to avoid  uses of the  Personal  Data by third  parties
inconsistent with the specification.

S. Miscellaneous.

     1. Assignment. Either party may assign or transfer this Agreement only with
     the  prior  written  consent  of  the  other  party,  which  shall  not  be
     unreasonably withheld,  except that ICANN may, with the written approval of
     the United States  Department of Commerce,  assign this agreement by giving
     Registrar  written notice of the assignment.  In the event of assignment by
     ICANN, the assignee may, with the approval of the United States  Department
     of Commerce,  revise the  definition  of  "Consensus  Policy" to the extent
     necessary  to  meet  the  organizational  circumstances  of  the  assignee,
     provided the revised  definition  requires that Consensus Policies be based
     on a demonstrated consensus of Internet stakeholders.

     2. No Third-Party  Beneficiaries.  This Agreement shall not be construed to
     create any obligation by either ICANN or Registrar to any non-party to this
     Agreement, including any SLD holder.

     3. Notices, Designations, and Specifications. All notices to be given under
     this Agreement  shall be given in writing at the address of the appropriate
     party as set forth below, unless that party has given a notice of change of
     address in writing.  Any notice  required by this Agreement shall be deemed
     to have  been  properly  given  when  delivered  in  person,  when  sent by
     electronic  facsimile,  or when  scheduled for delivery by  internationally
     recognized courier service.  Designations and specifications by ICANN under
     this  Agreement  shall be effective  when written  notice of them is deemed
     given to Registrar.

              If to ICANN, addressed to:

              Internet Corporation for Assigned Names and Numbers
              Registrar Accreditation
              4676 Admiralty Way, Suite 330
              Marina Del Rey, California 90292
              Telephone: 1/310/823-9358
              Facsimile: 1/310/823-8649

              If to Registrar, addressed to:

              FullWeb, Inc. d/b/a FullNic
              200 N. Harvey
              Suite 1704
              Oklahoma City, OK 73102
              Attention:  Jason Ayers
              Telephone Number: +1/405/236-8200
              Facsimile Number: +1/405/236/8201
              E-mail Address: admin@FullNic.com
                              -----------------

     4. Dates and Times.  All dates and times  relevant to this Agreement or its
     performance  shall be computed  based on the date and time  observed in Los
     Angeles, California, USA.

     5. Language. All notices,  designations, and specifications made under this
     Agreement shall be in the English language.

                                      -14-

<PAGE>

     6. Entire Agreement.  Except for any written transition  agreement that may
     be  executed   concurrently   herewith  by  both  parties,  this  Agreement
     constitutes  the entire  agreement of the parties hereto  pertaining to the
     subject matter hereof and supersedes all prior agreements,  understandings,
     negotiations and discussions, whether oral or written, of the parties.

     7.  Amendments and Waivers.  No amendment,  supplement,  or modification of
     this Agreement or any provision  hereof shall be binding unless executed in
     writing by both parties. No waiver of any provision of this Agreement shall
     be  binding  unless  evidenced  by a writing  signed  by the party  waiving
     compliance with such provision.  No waiver of any of the provisions of this
     Agreement  shall be  deemed  or shall  constitute  a  waiver  of any  other
     provision hereof,  nor shall any such waiver constitute a continuing waiver
     unless otherwise expressly provided.

     8.   Counterparts.   This   Agreement  may  be  executed  in  one  or  more
     counterparts,  each of which shall be deemed an original,  but all of which
     together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representatives.

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS


By:__________________________
         Michael M. Roberts
         President and CEO


FULLWEB, INC. d/b/a FULLNIC
f/k/a ANIMUS COMMUNICATIONS, INC.



By:__________________________
         Jason Ayers
         President




                                      -15-