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                               REGISTER.COM, INC.

                                 PROMISSORY NOTE


$39,394.26                                              As of December 20, 2001
                                                             New York, New York


                  FOR VALUE RECEIVED, Walt Meffert Jr. ("Maker") promises to pay
to the order of Register.com, Inc., a Delaware corporation (the "Corporation"),
at its corporate offices at 575 Eighth Ave., 8th Floor, New York New York 10018,
the principal sum of Thirty Nine Thousand Three Hundred Ninety Four Dollars and
Twenty-six Cents ($39,394.26), together with all accrued interest thereon, upon
the terms and conditions specified below. All capitalized terms used in this
Note shall have the meaning assigned to them in this Note or in the attached
Appendix.

                  1. Interest. Interest shall accrue on the unpaid balance
outstanding under this Note at the rate of 3.93% per annum, compounded
semi-annually. Accrued and unpaid interest shall become due and payable in full
on November 12, 2004 unless such payment obligation is accelerated pursuant to
Section 5 herein.

                  2. Due Dates. The principal balance of this Note shall become
due and payable in full on November 12, 2004 unless such payment obligation is
accelerated pursuant to Section 4 herein. The Company shall forgive the
principal and interest due under this Note in three equal annual installments,
commencing on November 12, 2002, provided you remain employed by the Company on
such dates. The unpaid principal and interest due under this Note shall be
forgiven in full should your employment be terminated by the Company without
Cause, as defined in the Letter Agreement of Employment, dated October 8, 2001
(the "Letter Agreement").

                  3. Payment. Payment shall be made in lawful tender of the
United States and shall be applied first to the payment of all accrued and
unpaid interest and then to the payment of principal. Prepayment of the
principal balance of this Note, together with all accrued and unpaid interest on
the portion of principal so prepaid, may be made in whole or in part at any time
without penalty.

                  4. Events of Acceleration. The entire unpaid principal balance
of this Note, together with all accrued and unpaid interest, shall become
immediately due and payable prior to the specified due date of this Note upon
the occurrence of one or more of the following events:

                           A. the expiration of the thirty (30)-day period
         following the date the Maker ceases to remain in the employ of the
         Corporation due to his for Cause termination, as defined in the Letter
         Agreement of Employment, dated October 8, 2001 (the "Letter
         Agreement"); or



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                           B. the insolvency of the Maker, the appointment of a
         receiver or trustee to take possession of any property or assets of the
         Maker or the attachment of or execution against any property or assets
         of the Maker with respect to any debt or liability which, individually
         or in the aggregate, equals or exceeds $50,000.00; or

                           C. the commencement by the Maker of any Insolvency
         Proceeding; or

                           D. the commencement against the Maker of any
         Insolvency Proceeding and, in such case, (i) the Maker consents to the
         institution of such Insolvency Proceeding against him, (ii) the
         petition commencing such Insolvency Proceeding is not timely
         controverted, (iii) the petition commencing such Insolvency Proceeding
         is not dismissed within 30 days of the date of the filing thereof, (iv)
         an interim trustee is appointed to take possession of all or any
         substantial portion of the properties or assets of the Maker, or (v) an
         order for relief shall have been entered therein; or

                  "Insolvency Proceeding" means any proceeding commenced by or
against any person or entity under any provision of the Bankruptcy Code or under
any other state or federal bankruptcy or insolvency law, assignments for the
benefit of creditors, or any other proceedings seeking reorganization,
arrangement, or other similar relief.

                  5. Collection. If action is instituted to collect this Note,
the Maker promises to pay all costs and expenses (including reasonable attorney
fees) incurred in connection with such action.

                  6. Waiver. A waiver of any term of this Note or of any of the
obligations secured thereby must be made in writing and signed by a
duly-authorized officer of the Corporation and any such waiver shall be limited
to its express terms.

                  No delay by the Corporation in acting with respect to the
terms of this Note shall constitute a waiver of any breach, default, or failure
of a condition under this Note or the obligations secured thereby.

                  The Maker waives presentment, demand, notice of dishonor,
notice of default or delinquency, notice of acceleration, notice of protest and
nonpayment, notice of costs, expenses or losses and interest thereon, notice of
interest on interest and diligence in taking any action to collect any sums
owing under this Note or in proceeding against any of the rights or interests in
or to properties securing payment of this Note.

                  7. Conflicting Agreements. In the event of any inconsistencies
between the terms of this Note and the terms of any other document related to
the loan evidenced by the Note, other than the Letter Agreement, the terms of
this Note shall prevail.

                  8. Governing Law. This Note shall be construed in accordance
with the laws of the State of New York without resort to that State's
conflict-of-laws rules.



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                  9. Transfer. The Corporation may transfer this Note only to an
affiliate of the Corporation or any successor-in-interest to the Corporation
(whether by sale of stock or assets, merger or otherwise).


                                        /s/ Walt Meffert Jr.
                                        ---------------------------------------
                                                   WALT MEFFERT JR.


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                                    APPENDIX

A.       Bankruptcy Code  shall mean  Title 11 of the United States Code.
         ---------------

B.       Common Stock  shall mean the common stock of the Corporation.
         ------------

C.       Corporation  shall mean Register.com, Inc., a Delaware corporation.
         -----------

D.       Maker  shall mean Walt Meffert Jr.
         -----

E.       Note  shall mean this promissory note of Maker.
         ----



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