Exhibit 10.1

                        REGISTRAR ACCREDITATION AGREEMENT

This  REGISTRAR  ACCREDITATION  AGREEMENT  ("Agreement")  is  by and between the
Internet  Corporation  for  Assigned Names and Numbers, a California non-profit,
public  benefit  corporation,  and  DomainPeople,  Inc.,  a Delaware corporation
("Registrar"),  and  shall  be  deemed  made on August 17, 2000, at Los Angeles,
California,  USA.

1.   DEFINITIONS.  For  purposes  of  this  Agreement, the following definitions
     shall  apply:

     1.1  "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
     Registrar  Services.

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

     1.3  The  "Effective  Date"  is  August  17,  2000.

     1.4  The  "Expiration  Date"  is  August  16,  2005.

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

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

     1.7  "Registered  Name"  refers to a domain name within the domain of a TLD
     that is the subject of an appendix to this Agreement, whether consisting of
     two  or  more  (e.g.,  john.smith.name)  levels, about which a TLD Registry
     Operator (or an affiliate engaged in providing Registry Services) maintains
     data  in  a  Registry  Database,  arranges for such maintenance, or derives
     revenue  from  such  maintenance.  A  name  in a Registry Database may be a
     Registered  Name  even  though  it  does not appear in a zone file (e.g., a
     registered  but  inactive  name).

     1.8  "Registered  Name  Holder"  means  the  holder  of  a Registered Name.

     1.9  The  word  "Registrar," when appearing with an initial capital letter,
     refers  to  DomainPeople,  Inc.,  a  party  to  this  Agreement.

     1.10  The  word  "registrar,"  when  appearing  without  an initial capital
     letter,  refers  to  a person or entity that contracts with Registered Name
     Holders  and  with a Registry Operator and collects registration data about
     the  Registered Name Holders and submits registration information for entry
     in  the  Registry  Database.

     1.11  "Registrar  Services"  means  services  provided  by  a  registrar in
     connection  with  a  TLD  as  to  which  it has an agreement with the TLD's
     Registry  Operator,  and includes contracting with Registered Name Holders,
     collecting  registration  data  about  the  Registered  Name  Holders,  and
     submitting  registration  information  for  entry in the Registry Database.

     1.12  "Registry  Data"  means  all  Registry  Database  data  maintained in
     electronic  form,  and  shall  include TLD Zone-File Data, all data used to
     provide  Registry  Services and submitted by registrars in electronic form,
     and  all other data used to provide Registry Services concerning particular
     domain name registrations or nameservers maintained in electronic form in a
     Registry  Database.

     1.13  "Registry  Database"  means a database comprised of data about one or
     more  DNS  domain  names  within  the  domain of a registry that is used to
     generate  either DNS


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     resource  records  that  are  published  authoritatively  or  responses  to
     domain-name  availability lookup requests or Whois queries, for some or all
     of  those  names.

     1.14  A  "Registry  Operator"  is the person or entity then responsible, in
     accordance  with  an  agreement  between  ICANN  (or its assignee) 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  for  a  specific  TLD.

     1.15  "Registry Services," with respect to a particular TLD, shall have the
     meaning  defined  in  the agreement between ICANN and the Registry Operator
     for  that  TLD.

     1.16  A  Registered  Name  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 Registered
     Name Holder or, in the event a registrar loses accreditation, in accordance
     with  then-current  ICANN  specifications  and  policies.

     1.17 "Term of this Agreement" begins on the Effective Date and continues to
     the  earlier  of  (a)  the  Expiration  Date,  or  (b)  termination of this
     Agreement.

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

     1.19  "TLD  Zone-File Data" means all data contained in a DNS zone file for
     the registry, or for any subdomain for which Registry Services are provided
     and  that  contains  Registered  Names,  as  provided to nameservers on the
     Internet.

2.   ICANN  OBLIGATIONS.

     2.1  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  Registered Names in the Registry Database) for the TLD(s)
     that  are  the  subject  of  appendices  to  this  Agreement  according  to
     Subsection  5.5.

     2.2  Registrar  Use  of  ICANN  Name  and  Website.  ICANN hereby grants to
      ---------------------------------------
     Registrar  a non-exclusive, worldwide, royalty-free license during the Term
     of  this  Agreement  (a)  to  state  that  it  is  accredited by ICANN as a
     registrar for each TLD that is the subject of an appendix to this Agreement
     and  (b) to link to pages and documents within the ICANN web site. No other
     use  of ICANN's name or website is licensed hereby. This license may not be
     assigned  or  sublicensed  by  Registrar.

     2.3  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:

          2.3.1 exercise its responsibilities in an open and transparent manner;

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

          2.3.3  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

          2.3.4  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.

3.  REGISTRAR  OBLIGATIONS.


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          3.1  Obligations  to  Provide  Registrar Services.  During the Term of
               --------------------------------------------
          this  Agreement,  Registrar agrees that it will operate as a registrar
          for  each  TLD  for which it is accredited by ICANN in accordance with
          this  Agreement.

          3.2  Submission of Registered Name Holder Data to Registry. During the
               -----------------------------------------------------
          Term  of  this  Agreement:

               3.2.1 As part of its registration of Registered Names in a TLD as
               to  which  it  is accredited, Registrar shall submit to, or shall
               place in the Registry Database operated by, the Registry Operator
               for  the  TLD  the  following  data  elements:

                    3.2.1.1  The  name  of the Registered Name being registered;

                    3.2.1.2  The  IP  addresses  of  the  primary nameserver and
                    secondary  nameserver(s)  for  the  Registered  Name;

                    3.2.1.3  The  corresponding  names  of  those  nameservers;

                    3.2.1.4  Unless  automatically  generated  by  the  registry
                    system,  the  identity  of  the  Registrar;

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

                    3.2.1.6  Any  other  data  the Registry Operator requires be
                    submitted  to  it.

               The  appendix  to  this  Agreement for a particular TLD may state
               substitute  language  for  Subsections 3.2.1.1 through 3.2.1.6 as
               applicable  to  that  TLD;  in that event the substitute language
               shall  replace  and supersede Subsections 3.2.1.1 through 3.2.1.6
               stated  above for all purposes under this Agreement but only with
               respect  to  that  particular  TLD.

               3.2.2  Within  five (5) business days after receiving any updates
               from  the  Registered  Name Holder to the data elements listed in
               Subsections 3.2.1.2, 3.1.2.3, and 3.2.1.6 for any Registered Name
               Registrar  sponsors,  Registrar  shall  submit  the  updated data
               elements  to,  or  shall  place  those  elements  in the Registry
               Database  operated  by  the  Registry  Operator.

               3.2.3  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 Operator, within ten days of
               any  such  request by ICANN, Registrar shall submit an electronic
               database  containing  the  data  elements  listed  in Subsections
               3.2.1.1  through  3.2.1.6  for all active records in the registry
               sponsored  by  Registrar,  in a format specified by ICANN, to the
               Registry  Operator  for  the  appropriate  TLD.

     3.3  Public  Access  to  Data  on Registered Names. During the Term of this
          ---------------------------------------------
          Agreement:

               3.3.1  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


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               Registered  Names sponsored by Registrar for each TLD in which it
               is accredited. The data accessible shall consist of elements that
               are  designated  from  time to time according to an ICANN adopted
               specification or policy. Until ICANN otherwise specifies by means
               of  an  ICANN  adopted  specification  or policy, this data shall
               consist  of  the  following  elements as contained in Registrar's
               database:

                    3.3.1.1  The  name  of  the  Registered  Name;

                    3.3.1.2  The  names  of the primary nameserver and secondary
                    nameserver(s)  for  the  Registered  Name;

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

                    3.3.1.4  The  original  creation  date  of the registration;

                    3.3.1.5  The  expiration  date  of  the  registration;

                    3.3.1.6  The  name and postal address of the Registered Name
                    Holder;

                    3.3.1.7  The  name,  postal  address,  e-mail address, voice
                    telephone  number,  and  (where available) fax number of the
                    technical  contact  for  the  Registered  Name;  and

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

               The  appendix  to  this  Agreement for a particular TLD may state
               substitute  language  for  Subsections 3.3.1.1 through 3.3.1.8 as
               applicable  to  that  TLD;  in that event the substitute language
               shall  replace  and supersede Subsections 3.3.1.1 through 3.3.1.8
               stated  above for all purposes under this Agreement but only with
               respect  to  that  particular  TLD.

               3.3.2  Upon  receiving any updates to the data elements listed in
               Subsections  3.3.1.2,  3.3.1.3,  and 3.3.1.5 through 3.3.1.8 from
               the  Registered  Name Holder, Registrar shall promptly update its
               database  used  to  provide  the  public  access  described  in
               Subsection  3.3.1.

               3.3.3  Registrar  may  subcontract  its obligation to provide the
               public  access  described  in  Subsection  3.3.1 and the updating
               described  in  Subsection  3.3.2,  provided  that Registrar shall
               remain  fully  responsible for the proper provision of the access
               and  updating.

               3.3.4  Registrar shall abide by any ICANN specification or policy
               established  as  a  Consensus  Policy according to Section 4 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
               specification  or  policy  established  as  a  Consensus  Policy
               according  to


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               Section  4 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.

               3.3.5 In providing query-based public access to registration data
               as  required  by Subsections 3.3.1 and 3.3.4, Registrar shall not
               impose  terms  and conditions on use of the data provided, except
               as  permitted  by  policy  established by ICANN. Unless and until
               ICANN  establishes  a  different  policy  according to Section 4,
               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  by  e-mail,  telephone, or
               facsimile  of  mass,  unsolicited,  commercial  advertising  or
               solicitations  to  entities  other  than the data recipient's own
               existing  customers;  or  (b)  enable  high  volume,  automated,
               electronic  processes that send queries or data to the systems of
               any  Registry  Operator  or ICANN-Accredited registrar, except as
               reasonably  necessary to register domain names or modify existing
               registrations.

               3.3.6  In  addition,  Registrar  shall  provide  third-party bulk
               access  to  the  data  subject  to public access under Subsection
               3.3.1  under  the  following  terms  and  conditions:

                    3.3.6.1  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.

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

                    3.3.6.3 Registrar's access agreement shall require the third
                    party  to  agree  not  to  use the data to allow, enable, or
                    otherwise  support the transmission by e-mail, telephone, or
                    facsimile  of  mass,  unsolicited, commercial advertising or
                    solicitations  to entities other than such third party's own
                    existing  customers.

                    3.3.6.4 Registrar's access agreement shall require the third
                    party  to  agree  not to use the data to enable high-volume,
                    automated, electronic processes that send queries or data to
                    the  systems  of  any  Registry Operator or ICANN-Accredited
                    registrar, except as reasonably necessary to register domain
                    names  or  modify  existing  registrations.

                    3.3.6.5  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.

                    3.3.6.6 Registrar may enable Registered Name Holders who are
                    individuals  to  elect  not to have


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                    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.

               3.3.7 Registrar's obligations under Subsection 3.3.6 shall remain
               in  effect  until  the  earlier of (a) replacement of this policy
               with  a  different ICANN policy, established according to Section
               4,  governing  bulk  access  to the data subject to public access
               under Subsection 3.3.1, 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.

               3.3.8  To comply with applicable statutes and regulations and for
               other  reasons,  ICANN  may  from time to time adopt policies and
               specifications  establishing  limits  (a)  on  the  Personal Data
               concerning  Registered Names that Registrar may make available to
               the  public  through  a  public-access  service described in this
               Subsection  3.3 and (b) on the manner in which Registrar may make
               such  data  available. In the event ICANN adopts any such policy,
               Registrar  shall  abide  by  it.

     3.4  Retention  of  Registered  Name  Holder  and  Registration  Data.
          -----------------------------------------------------------------

               3.4.1 During the Term of this Agreement, Registrar shall maintain
               its  own  electronic  database,  as  updated  from  time to time,
               containing  data  for each active Registered Name sponsored by it
               within  each  TLD  for  which it is accredited. The data for each
               such  registration  shall  include  the  elements  listed  in
               Subsections  3.3.1.1  through  3.3.1.8;  the  name  and  (where
               available)  postal  address,  e-mail  address,  voice  telephone
               number,  and  fax  number  of  the billing contact; and any other
               Registry  Data  that  Registrar  has  submitted  to  the Registry
               Operator or placed in the Registry Database under Subsection 3.2.

               3.4.2  During  the  Term  of  this  Agreement and for three years
               thereafter,  Registrar (itself or by its agent(s)) shall maintain
               the  following records relating to its dealings with the Registry
               Operator(s)  and  Registered  Name  Holders:

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

                    3.4.2.2 In electronic, paper, or microfilm form, all written
                    communications  constituting  registration  applications,
                    confirmations,  modifications,  or  terminations and related
                    correspondence  with  Registered  Name  Holders,  including
                    registration  contracts;  and

                    3.4.2.3  In  electronic form, records of the accounts of all
                    Registered  Name Holders with Registrar,


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                    including  dates  and  amounts  of all payments and refunds.

          3.4.3  During  the  Term  of  this  Agreement  and  for  three  years
          thereafter,  Registrar  shall  make  these  records  available  for
          inspection  and  copying  by ICANN upon reasonable notice. ICANN shall
          not disclose the content of such records except as expressly permitted
          by  an  ICANN  specification  or  policy.

     3.5  Rights  in Data. Registrar disclaims all rights to exclusive ownership
          ---------------
     or  use  of the data elements listed in Subsections 3.2.1.1 through 3.2.1.3
     for  all  Registered  Names submitted by Registrar to the Registry Database
     for,  or  sponsored  by  Registrar in, each TLD for which it is accredited.
     Registrar  does  not  disclaim  rights  in  the  data  elements  listed  in
     Subsections 3.2.1.4 through 3.2.1.6 and Subsections 3.3.1.3 through 3.3.1.8
     concerning active Registered Names sponsored by it in each TLD for which it
     is accredited, and agrees to grant non-exclusive, irrevocable, royalty-free
     licenses  to  make  use  of  and  disclose  the  data  elements  listed  in
     Subsections  3.2.1.4  through  3.2.1.6  and 3.3.1.3 through 3.3.1.8 for the
     purpose  of  providing a service or services (such as a Whois service under
     Subsection  3.3.4) providing interactive, query-based public access. Upon a
     change  in  sponsorship  from Registrar of any Registered Name in a TLD for
     which  it  is accredited, Registrar acknowledges that the registrar gaining
     sponsorship  shall  have the rights of an owner to the data elements listed
     in  Subsections  3.2.1.4  through  3.2.1.6  and  3.3.1.3  through  3.3.1.8
     concerning  that  Registered Name, with Registrar also retaining the rights
     of  an  owner  in that data. Nothing in this Subsection prohibits Registrar
     from  (1)  restricting  bulk  public  access  to  data elements in a manner
     consistent  with this Agreement and any ICANN specifications or policies or
     (2)  transferring  rights  it  claims  in  data  elements  subject  to  the
     provisions  of  this  Subsection.

     3.6  Data  Escrow.  During the Term of this Agreement, on a schedule, under
          ------------
     the  terms, and in the format specified by ICANN, Registrar shall submit an
     electronic  copy of the database described in Subsection 3.4.1 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, consistent, 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 Subsection, 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.

     3.7  Business  Dealings,  Including  with  Registered  Name  Holders.
          ---------------------------------------------------------------

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

               3.7.2  Registrar  shall abide by applicable laws and governmental
               regulations.

               3.7.3  Registrar  shall  not represent to any actual or potential
               Registered Name 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.


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               3.7.4 Registrar shall not activate any Registered Name 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
               Registered  Name  Holder  upon  activation  of  the registration.

               3.7.5  Registrar  shall  register  Registered Names to Registered
               Name  Holders  only  for  fixed periods. At the conclusion of the
               registration  period,  failure  by or on behalf of the Registered
               Name  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  specification or policy concerning
               procedures  for  handling  expiration of registrations, Registrar
               shall  abide  by  that  specification  or  policy.

               3.7.6  Registrar shall not insert or renew any Registered Name in
               any  registry  for  which  Registrar  is accredited by ICANN in a
               manner  contrary  to  an  ICANN  policy  stating  a  list  or
               specification  of  excluded Registered Names that is in effect at
               the  time  of  insertion  or  renewal.

               3.7.7  Registrar  shall  require  all  Registered Name Holders to
               enter  into  an  electronic  or paper registration agreement with
               Registrar  including  at  least  the  following  provisions:

                    3.7.7.1  The  Registered  Name  Holder  shall  provide  to
                    Registrar accurate and reliable contact details and promptly
                    correct  and  update  them during the term of the Registered
                    Name registration, including: the full name, postal address,
                    e-mail  address,  voice  telephone number, and fax number if
                    available  of the Registered Name Holder; name of authorized
                    person  for  contact  purposes  in the case of an Registered
                    Name  Holder  that  is  an  organization,  association,  or
                    corporation;  and  the  data  elements listed in Subsections
                    3.3.1.2,  3.3.1.7  and  3.3.1.8.

                    3.7.7.2  A  Registered  Name  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  Registered  Name  Holder's
                    registration  shall  constitute  a  material  breach  of the
                    Registered Name Holder-registrar contract and be a basis for
                    cancellation  of  the  Registered  Name  registration.

                    3.7.7.3  Any  Registered Name Holder that intends to license
                    use  of  a  domain  name to a third party is nonetheless the
                    Registered  Name  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


<PAGE>
                    problems  that arise in connection with the Registered Name.
                    A  Registered Name Holder licensing use of a Registered Name
                    according  to this provision shall accept liability for harm
                    caused  by  wrongful  use  of the Registered Name, unless it
                    promptly  discloses  the identity of the licensee to a party
                    providing  the Registered Name Holder reasonable evidence of
                    actionable  harm.

                    3.7.7.4  Registrar  shall  provide  notice  to  each  new or
                    renewed  Registered  Name  Holder  stating:

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

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

                         3.7.7.4.3  Which data are obligatory and which data, if
                         any,  are  voluntary;  and

                         3.7.7.4.4  How  the  Registered  Name  Holder  or  data
                         subject  can access and, if necessary, rectify the data
                         held  about  them.

                    3.7.7.5 The Registered Name Holder shall consent to the data
                    processing  referred  to  in  Subsection  3.7.7.4.

                    3.7.7.6  The  Registered  Name  Holder  shall represent that
                    notice  has  been  provided  equivalent to that described in
                    Subsection  3.7.7.4  to  any  third-party  individuals whose
                    Personal  Data  are  supplied to Registrar by the Registered
                    Name  Holder,  and  that  the  Registered  Name  Holder  has
                    obtained  consent  equivalent  to  that  referred  to  in
                    Subsection  3.7.7.5  of  any  such  third-party individuals.

                    3.7.7.7  Registrar  shall agree that it will not process the
                    Personal Data collected from the Registered Name Holder in a
                    way  incompatible  with  the  purposes and other limitations
                    about  which  it  has provided notice to the Registered Name
                    Holder  in  accordance  with  Subsection  3.7.7.4  above.

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

                    3.7.7.9  The Registered Name Holder shall represent that, to
                    the  best  of  the  Registered  Name  Holder's


<PAGE>
                    knowledge  and  belief,  neither  the  registration  of  the
                    Registered  Name  nor  the manner in which it is directly or
                    indirectly  used  infringes  the  legal  rights of any third
                    party.

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

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

                    3.7.7.12 The Registered Name Holder shall indemnify and hold
                    harmless  the Registry Operator 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  Registered  Name  Holder's  domain  name
                    registration.

               3.7.8  Registrar  shall  abide  by any specifications or policies
               established  according  to  Section  4  requiring  reasonable and
               commercially  practicable  (a)  verification,  at  the  time  of
               registration, of contact information associated with a Registered
               Name  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  a  Registered  Name sponsored by Registrar, take reasonable
               steps  to  investigate  that  claimed  inaccuracy.  In  the event
               Registrar  learns  of  inaccurate  contact information associated
               with  a  Registered  Name  it  sponsors, it shall take reasonable
               steps  to  correct  that  inaccuracy.

               3.7.9  Registrar  shall abide by any ICANN adopted specifications
               or  policies  prohibiting  or  restricting  warehousing  of  or
               speculation  in  domain  names  by  registrars.

               3.7.10  Nothing in this Agreement prescribes or limits the amount
               Registrar  may charge Registered Name Holders for registration of
               Registered  Names.

     3.8  Domain-Name  Dispute  Resolution.  During  the Term of this Agreement,
          --------------------------------
          Registrar  shall  have in place a policy and procedures for resolution
          of  disputes concerning Registered Names. Until different policies and
          procedures  are  established by ICANN under Section 4, Registrar shall
          comply  with  the  Uniform  Domain  Name  Dispute


<PAGE>
          Resolution  Policy  identified  on  ICANN's  website
          (www.icann.org/general/consensus-policies.htm).

     3.9  Accreditation  Fees.  As a condition of accreditation, Registrar shall
          -------------------
     pay  accreditation fees to ICANN. These fees consist of yearly and variable
     fees.

               3.9.1  Yearly  Accreditation  Fee.  Registrar  shall  pay ICANN a
                      ---------------------
               yearly  accreditation  fee  in an amount established by the ICANN
               Board  of  Directors,  in  conformity  with  ICANN's  bylaws  and
               articles  of  incorporation.  This yearly accreditation fee shall
               not  exceed  US$4,000  for  the  first TLD for which Registrar is
               Accredited  plus  US$500  for  each  additional  TLD  for  which
               Registrar  is  Accredited at any time during the year. Payment of
               the yearly fee shall be due within thirty days after invoice from
               ICANN.

               3.9.2  Variable  Accreditation  Fee.  Registrar  shall  pay  the
                      ----------------------------
               variable  accreditation  fees  established  by the ICANN Board of
               Directors,  in  conformity  with  ICANN's  bylaws and articles of
               incorporation,  provided  that  in  each  case  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  the  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.

               3.9.3  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).

     3.10  Insurance.  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.

4.   PROCEDURES  FOR  ESTABLISHMENT  OR REVISION OF SPECIFICATIONS AND POLICIES.

          4.1  Registrar's  Ongoing  Obligation  to  Comply  With New or Revised
               -----------------------------------------------------------------
          Specifications and  Policies.  During  the  Term  of  this  Agreement,
          ----------------------------
          Registrar  shall  comply  with  the  terms  of  this  Agreement on the
          schedule  set  forth  in  Subsection  4.4,  with

               4.1.1 new or revised specifications (including forms of agreement
               to  which Registrar is a party) and policies established by ICANN
               as  Consensus Policies in the manner described in Subsection 4.3,

               4.1.2  in  cases  where:

                    4.1.2.1  this  Agreement  expressly  provides for compliance
                    with  revised  specifications or policies established in the
                    manner  set forth in one or more subsections of this Section
                    4;  or

                    4.1.2.2  the  specification  or  policy concerns one or more
                    topics  described  in  Subsection  4.2.


<PAGE>
          4.2  Topics  for  New and Revised Specifications and Policies. New and
               --------------------------------------------------------
          revised  specifications  and  policies  may  be  established  on  the
          following  topics:

               4.2.1  issues  for  which  uniform  or  coordinated resolution is
               reasonably  necessary  to  facilitate interoperability, technical
               reliability,  and/or operational stability of Registrar Services,
               Registry  Services,  the  DNS,  or  the  Internet;

               4.2.2  registrar policies reasonably necessary to implement ICANN
               policies  or  specifications  relating  to  a  DNS registry or to
               Registry  Services;

               4.2.3  resolution  of  disputes  concerning  the  registration of
               Registered  Names  (as  opposed to the use of such domain names),
               including  where the policies take into account use of the domain
               names;

               4.2.4  principles  for  allocation  of  Registered  Names  (e.g.,
               first-come/first-served,  timely  renewal,  holding  period after
               expiration);

               4.2.5  prohibitions  on  warehousing  of or speculation in domain
               names  by  registries  or  registrars;

               4.2.6  maintenance  of  and  access  to  accurate  and up-to-date
               contact  information  regarding Registered Names and nameservers;

               4.2.7  reservation of Registered 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 names with
               single-letter/digit  labels);

               4.2.8  procedures  to  avoid  disruptions  of registration due to
               suspension or termination of operations by a registry operator or
               a  registrar,  including  allocation  of  responsibility  among
               continuing  registrars of the Registered Names sponsored in a TLD
               by  a  registrar  losing  accreditation;  and

               4.2.9  the  transfer  of  registration  data  upon  a  change  in
               registrar  sponsoring  one  or  more Registered Names. Nothing in
               this  Subsection  4.2  shall limit Registrar's obligations as set
               forth  elsewhere  in  this  Agreement.

          4.3  Manner  of  Establishment  of  New and Revised Specifications and
               -----------------------------------------------------------------
          Policies.
          --------

               4.3.1  "Consensus  Policies" are those specifications or policies
               established  based  on  a  consensus  among Internet stakeholders
               represented  in  the ICANN process, as demonstrated by (a) action
               of the ICANN Board of Directors establishing the specification or
               policy,  (b)  a  recommendation, adopted by at least a two-thirds
               vote of the council of the ICANN Supporting Organization to which
               the  matter is delegated, that the specification or policy should
               be established, and (c) 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


<PAGE>

               likely  to  be  impacted,  and  (iii)  documents  the  nature and
               intensity  of  reasoned  support  and  opposition to the proposed
               policy.

               4.3.2 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 the publication of the
               Board's action establishing the policy. The decision of the panel
               shall be based on the report and supporting materials required by
               Subsection  4.3.1.  In  the event that Registrar seeks review and
               the  Independent  Review 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  Subsection  5.6.

               4.3.3  If,  following  a decision by the Independent Review Panel
               convened  under  Subsection  4.3.2,  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
               Subsection  5.6;  provided, however, that Registrar must continue
               to  implement  the  policy  unless  it  has  obtained  a  stay or
               injunctive  relief  under  Subsection  5.6 or a final decision is
               rendered in accordance with the provisions of Subsection 5.6 that
               relieves  Registrar  of such obligation. The decision in any such
               further  review  shall  be  based  on  the  report and supporting
               materials  required  by  Subsection  4.3.1.

               4.3.4 A specification or policy established 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, so
               long  as the Board reasonably determines that immediate temporary
               establishment  of  a  specification  or  policy on the subject is
               necessary  to  maintain  the  operational  stability of Registrar
               Services,  Registry  Services, the DNS, or the Internet, and that
               the  proposed  specification or policy is as narrowly tailored as
               feasible  to  achieve  those  objectives.  In  establishing  any
               specification  or policy under this provision, the ICANN Board of
               Directors  shall  state  the  period  of  time  for  which  the
               specification  or  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  establishing  the  temporary
               specification  or  policy  and  why the Board believes the policy
               should receive the consensus support of Internet stakeholders. If
               the  period  of  time  for  which  the specification or policy is
               adopted  exceeds  ninety  days,  the  Board  shall  reaffirm  its
               temporary  establishment every ninety days for a total period not
               to  exceed  one  year, in order to maintain such specification or
               policy  in  effect  until  such time as it meets the standard set
               forth  in  Subsection  4.3.1.  If  the  standard  set  forth  in
               Subsection  4.3.1  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 specification
               or  policy,  it  will  no  longer  be  a  "Consensus  Policy."

               4.3.5  For  all  purposes  under  this  Agreement,  the  policies
               specifically  identified  by  ICANN  on  its  website


<PAGE>
               (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 Subsection
               4.3.2.

               4.3.6 In the event that, at the time the ICANN Board of Directors
               establishes  a  specification  or  policy  under Subsection 4.3.1
               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 Subsection 4.3.2 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 specification or policy
               in  the  interim.

          4.4  Time  Allowed  for  Compliance.  Registrar  shall  be  afforded a
               ------------------------------
          reasonable  period of time after receiving notice of the establishment
          of  a  specification or policy under Subsection 4.3 in which to comply
          with  that  specification  or  policy, taking into account any urgency
          involved.

5.  MISCELLANEOUS  PROVISIONS.

          5.1  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  5.6  below, provided the party
          seeking such performance is not in material breach of its obligations.

          5.2  Termination  of  Agreement  by  Registrar.  This Agreement may be
               -----------------------------------------
          terminated  before  its expiration by Registrar by giving ICANN thirty
          days  written  notice.  Upon  such termination by Registrar, Registrar
          shall  not be entitled to any refund of fees paid to ICANN pursuant to
          this  Agreement.

          5.3  Termination  of  Agreement  by  ICANN.  This  Agreement  may  be
               -------------------------------------
               terminated before its expiration by ICANN in any of the following
               circumstances:

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

               5.3.2  Registrar:

                    5.3.2.1 is convicted by a court of competent jurisdiction of
                    a  felony  or  other  serious  offense  related to financial
                    activities,  or  is  judged  by  a  court  of  competent
                    jurisdiction  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
                    those  offenses;  or

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

               5.3.3  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


<PAGE>
               of  any  of  these;  provided,  such  officer  or director is not
               removed  in  such  circumstances.

               5.3.4 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 Subsection 4.3.2 of whether
               a  consensus  is present) within fifteen working days after ICANN
               gives  Registrar  notice  of  the  breach.

               5.3.5  Registrar  fails to comply with a ruling granting specific
               performance  under  Subsections  5.1  and  5.6.

               5.3.6  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.

               5.3.7  Registrar  becomes  bankrupt  or  insolvent.

          This  Agreement  may  be  terminated  in  circumstances  described  in
          Subsections  5.3.1 - 5.3.6 above only upon fifteen days written notice
          to  Registrar  (in  the  case  of  Subsection  5.3.4  occurring  after
          Registrar's  failure  to  cure),  with  Registrar  being  given  an
          opportunity  during that time to initiate arbitration under Subsection
          5.6  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 Subsection 5.6 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 Subsection
          5.6.  This  Agreement  may  be  terminated  immediately upon notice to
          Registrar  in  circumstance  described  in  Subsection  5.3.7  above.

          5.4 Term of Agreement; Renewal; Right to Substitute Updated Agreement.
              -----------------------------------------------------------------
          This Agreement shall be effective on the Effective Date and shall have
          an  initial  term  running  until  the  Expiration Date, 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 specification
          or  policy  on accreditation criteria then in effect, is in compliance
          with  its  obligations under this Agreement, as it may be amended, and
          agrees  to  be  bound  by  terms  and  conditions  of the then-current
          Registrar accreditation agreement (which may differ from those of this
          Agreement)  that  ICANN  adopts  in accordance with Subsection 2.3 and
          Subsection  4.3.  In  connection with renewed accreditation, Registrar
          shall  confirm  its  assent  to  the  terms  and  conditions  of  the
          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, 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
          Subsection  5.3  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.

          5.5  Addition  or  Deletion of TLDs for Which Registrar Accredited. On
               -----------------------------------------------------------------
          the  Effective  Date,  Registrar  shall  be  accredited  according  to
          Subsection  2.1  for each TLD as to which an


<PAGE>
          appendix  executed  by  both  parties  is  attached to this Agreement.
          During the Term of this Agreement, Registrar may request accreditation
          for  any  additional TLD(s) by signing an additional appendix for each
          additional  TLD  in  the  form  prescribed by ICANN and submitting the
          appendix  to  ICANN.  In  the event ICANN agrees to the request, ICANN
          will  sign  the  additional  appendix  and  return  a  copy  of  it to
          Registrar.  The  mutually  signed  appendix  shall  thereafter  be  an
          appendix  to  this  Agreement.  During  the  Term  of  this Agreement,
          Registrar  may  abandon  its  accreditation  for  any  TLD  under this
          Agreement  (provided  that Registrar will thereafter remain accredited
          for  at  least  one  TLD under this Agreement) by giving ICANN written
          notice  specifying  the  TLD  as  to  which  accreditation  is  being
          abandoned.  The  abandonment  shall be effective thirty days after the
          notice  is  given.

          5.6  Resolution  of  Disputes  Under  this Agreement. Disputes arising
               -----------------------------------------------
          under  or  inconnection  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 Subsection 5.6 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, Registrar
          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 Subsection 4.3.3 sustaining the Board's
          determination  that  a  specification  or  policy  is  supported  by
          consensus, Registrar 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.

          5.7 Limitations on Monetary Remedies for Violations of this Agreement.
              ------------------------------------------------------------------
          ICANN'saggregate  monetary  liability for violations of this Agreement
          shall not exceed the amount of accreditation fees paid by Registrar to
          ICANN  under  Subsection  3.9  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.

          5.8 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 was provided.
          ICANN  shall  take reasonable steps to avoid uses of the Personal Data
          by  third  parties  inconsistent  with  the  specification.

          5.9  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.

          5.10  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 Registered Name Holder.

          5.11  Notices,  Designations,  and  Specifications.  All notices to be
                --------------------------------------------
          given  underthis 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  with  receipt  of
          confirmation  of  delivery,  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  USA
               Attention:  General  Counsel
               Telephone:  1/310/823-9358
               Facsimile:  1/310/823-8649

               If  to  Registrar,  addressed  to:

               DomainPeople,  Inc.
               a  Delaware  corporation

               555  West  Hastings  Street,  Suite  1440

               Vancouver,  B.C.  V6B  4N6

               Canada
               Attention:  Christopher  Kruk
               Registrar  Website  URL:  www.domainpeople.com
               Telephone:  604-639-1680  Ext.  116


<APGE>
               Facsimile:  604-688-9013
               e-mail:  kruk@domainpeople.com

          5.12  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.

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

          5.14 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.

          5.15  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.

          5.16  Entire Agreement. Except to the extent (a) expressly provided in
                ----------------
          a  written agreement executed by both parties concurrently herewith or
          (b) of written assurances provided by Registrar to ICANN in connection
          with  its  Accreditation,  this  Agreement  (including the appendices,
          which form part of it) constitutes the entire agreement of the parties
          pertaining  to the accreditation of Registrar and supersedes all prior
          agreements, understandings, negotiations and discussions, whether oral
          or  written,  between  the  parties  on  that  subject.

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:  /s/  M.  Stuart  Lynn
     ---------------------
M.  Stuart  Lynn
President  and  CEO



DomainPeople,  Inc.

By:  /s/  Jag  S.  Gillan
     --------------------
Name:  Jag  S.  Gillan
Title:  General  Counsel

--------------------------------------------------------------------------------

                                  .BIZ APPENDIX

The  Internet  Corporation  for  Assigned  Names  and  Numbers,  a  California
non-profit,  public  benefit  corporation  ("ICANN"),  and DomainPeople, Inc., a
Delaware  corporation  ("Registrar") have entered into a Registrar Accreditation
Agreement  ("Registrar  Accreditation Agreement"), of which this appendix (".biz
Appendix")  is  a  part.


<PAGE>
Registrar wishes to be accredited in the .biz TLD pursuant to and subject to the
Registrar  Accreditation Agreement and ICANN wishes to accredit Registrar in the
..biz  TLD.  Pursuant  to  and  subject to the Registrar Accreditation Agreement,
Registrar  and  ICANN  hereby  agree  as  follows:

1.  Definitions.  All  initially  capitalized terms not otherwise defined herein
shall have the definitions assigned to such terms in the Registrar Accreditation
Agreement.

2.  Registrar  Election. Registrar hereby elects and agrees to become accredited
by  ICANN  to  provide  Registration  Services  in  the  .biz  TLD.

3.  ICANN's  Acceptance.  ICANN  hereby  accepts  Registrar's election to become
accredited  by  ICANN  to  provide  Registration  Services  in  the  .biz  TLD.

IN  WITNESS  WHEREOF,  the  parties  hereto have caused this .biz Appendix to be
executed  by  their  duly  authorized  representatives.

<TABLE>
<CAPTION>
<S>                                                  <C>
INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS  DomainPeople, Inc.
4676 Admiralty Way, Suite 330                        555 West Hastings Street, Suite 1440
Marina del Rey, California 90292 USA                 Vancouver, B.C.  V6B 4N6
Telephone: 1/310/823-9358                            Canada
Facsimile: 1/310/823-8649
                                                     Attention:  Christopher Kruk
By: /s/ M. Stuart Lynn
    ------------------
Name: M. Stuart Lynn                                 Registrar URL: www.domainpeople.com
Title: President and CEO
                                                     Telephone: 604-639-1680 Ext. 116
Dated: August 15, 2001                               Facsimile: 604-688-9013

                                                     e-mail: kruk@domainpeople.com

                                                     By: /s/ Jag S. Gillan
                                                          -----------------
                                                     Name: Jag S. Gillan
                                                     Title: General Counsel

                                                     Dated: May 28, 2001
</TABLE>

                                  .COM APPENDIX

The  Internet  Corporation  for  Assigned  Names  and  Numbers,  a  California
non-profit,  public  benefit  corporation  ("ICANN"),  and DomainPeople, Inc., a
Delaware  corporation  ("Registrar") have entered into a Registrar Accreditation
Agreement  ("Registrar  Accreditation Agreement"), of which this appendix (".com
Appendix")  is  a  part.

Registrar wishes to be accredited in the .com TLD pursuant to and subject to the
Registrar  Accreditation Agreement and ICANN wishes to accredit Registrar in the
..com  TLD.  Pursuant  to  and  subject to the Registrar Accreditation Agreement,
Registrar  and  ICANN  hereby  agree  as  follows:

1.  Definitions.  All  initially  capitalized terms not otherwise defined herein
shall have the definitions assigned to such terms in the Registrar Accreditation
Agreement.

2.  Registrar  Election. Registrar hereby elects and agrees to become accredited
by  ICANN  to  provide  Registration  Services  in  the  .com  TLD.

3.  ICANN's  Acceptance.  ICANN  hereby  accepts  Registrar's election to become
accredited  by  ICANN  to  provide  Registration  Services  in  the  .com  TLD.

IN  WITNESS  WHEREOF,  the  parties  hereto have caused this .com Appendix to be
executed  by  their  duly  authorized  representatives.


<PAGE>
<TABLE>
<CAPTION>
<S>                                                  <C>
INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS  DomainPeople, Inc.
4676 Admiralty Way, Suite 330                        555 West Hastings Street, Suite 1440
Marina del Rey, California 90292 USA                 Vancouver, B.C.  V6B 4N6
Telephone: 1/310/823-9358                            Canada
Facsimile: 1/310/823-8649
                                                     Attention:  Christopher Kruk
By: /s/ M. Stuart Lynn
    ------------------
Name: M. Stuart Lynn                                 Registrar URL: www.domainpeople.com
Title: President and CEO
                                                     Telephone: 604-639-1680 Ext. 116
Dated: August 15, 2001                               Facsimile: 604-688-9013

                                                     e-mail: kruk@domainpeople.com

                                                     By: /s/ Jag S. Gillan
                                                          -----------------
                                                     Name: Jag S. Gillan
                                                     Title: General Counsel

                                                     Dated: May 28, 2001
</TABLE>

                                 .INFO APPENDIX

The  Internet  Corporation  for  Assigned  Names  and  Numbers,  a  California
non-profit,  public  benefit  corporation  ("ICANN"),  and DomainPeople, Inc., a
Delaware  corporation  ("Registrar") have entered into a Registrar Accreditation
Agreement  ("Registrar Accreditation Agreement"), of which this appendix (".info
Appendix")  is  a  part.

Registrar  wishes  to  be accredited in the .info TLD pursuant to and subject to
the  Registrar Accreditation Agreement and ICANN wishes to accredit Registrar in
the .info TLD. Pursuant to and subject to the Registrar Accreditation Agreement,
Registrar  and  ICANN  hereby  agree  as  follows:

1.  Definitions.  All  initially  capitalized terms not otherwise defined herein
shall have the definitions assigned to such terms in the Registrar Accreditation
Agreement.

2.  Registrar  Election. Registrar hereby elects and agrees to become accredited
by  ICANN  to  provide  Registration  Services  in  the  .info  TLD.

3.  ICANN's  Acceptance.  ICANN  hereby  accepts  Registrar's election to become
accredited  by  ICANN  to  provide  Registration  Services  in  the  .info  TLD.

IN  WITNESS  WHEREOF,  the  parties hereto have caused this .info Appendix to be
executed  by  their  duly  authorized  representatives.

<TABLE>
<CAPTION>
<S>                                                  <C>
INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS  DomainPeople, Inc.
4676 Admiralty Way, Suite 330                        555 West Hastings Street, Suite 1440
Marina del Rey, California 90292 USA                 Vancouver, B.C.  V6B 4N6
Telephone: 1/310/823-9358                            Canada
Facsimile: 1/310/823-8649
                                                     Attention:  Christopher Kruk
By: /s/ M. Stuart Lynn
    ------------------
Name: M. Stuart Lynn                                 Registrar URL: www.domainpeople.com
Title: President and CEO
                                                     Telephone: 604-639-1680 Ext. 116
Dated: August 15, 2001                               Facsimile: 604-688-9013

                                                     e-mail: kruk@domainpeople.com

                                                     By: /s/ Jag S. Gillan
                                                          -----------------
                                                     Name: Jag S. Gillan


<PAGE>
                                                     Title: General Counsel

                                                     Dated: May 28, 2001
</TABLE>

                                  .NET APPENDIX

The  Internet  Corporation  for  Assigned  Names  and  Numbers,  a  California
non-profit,  public  benefit  corporation  ("ICANN"),  and DomainPeople, Inc., a
Delaware  corporation  ("Registrar") have entered into a Registrar Accreditation
Agreement  ("Registrar  Accreditation Agreement"), of which this appendix (".net
Appendix")  is  a  part.

Registrar wishes to be accredited in the .net TLD pursuant to and subject to the
Registrar  Accreditation Agreement and ICANN wishes to accredit Registrar in the
..net  TLD.  Pursuant  to  and  subject to the Registrar Accreditation Agreement,
Registrar  and  ICANN  hereby  agree  as  follows:

1.  Definitions.  All  initially  capitalized terms not otherwise defined herein
shall have the definitions assigned to such terms in the Registrar Accreditation
Agreement.

2.  Registrar  Election. Registrar hereby elects and agrees to become accredited
by  ICANN  to  provide  Registration  Services  in  the  .net  TLD.

3.  ICANN's  Acceptance.  ICANN  hereby  accepts  Registrar's election to become
accredited  by  ICANN  to  provide  Registration  Services  in  the  .net  TLD.

IN  WITNESS  WHEREOF,  the  parties  hereto have caused this .net Appendix to be
executed  by  their  duly  authorized  representatives.

<TABLE>
<CAPTION>
<S>                                                  <C>
INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS  DomainPeople, Inc.
4676 Admiralty Way, Suite 330                        555 West Hastings Street, Suite 1440
Marina del Rey, California 90292 USA                 Vancouver, B.C.  V6B 4N6
Telephone: 1/310/823-9358                            Canada
Facsimile: 1/310/823-8649
                                                     Attention:  Christopher Kruk
By: /s/ M. Stuart Lynn
    ------------------
Name: M. Stuart Lynn                                 Registrar URL: www.domainpeople.com
Title: President and CEO
                                                     Telephone: 604-639-1680 Ext. 116
Dated: August 15, 2001                               Facsimile: 604-688-9013

                                                     e-mail: kruk@domainpeople.com

                                                     By: /s/ Jag S. Gillan
                                                          -----------------
                                                     Name: Jag S. Gillan
                                                     Title: General Counsel

                                                     Dated: May 28, 2001
</TABLE>

                                  .ORG APPENDIX

The  Internet  Corporation  for  Assigned  Names  and  Numbers,  a  California
non-profit,  public  benefit  corporation  ("ICANN"),  and DomainPeople, Inc., a
Delaware  corporation  ("Registrar") have entered into a Registrar Accreditation
Agreement  ("Registrar  Accreditation Agreement"), of which this appendix (".org
Appendix")  is  a  part.


<PAGE>
Registrar wishes to be accredited in the .org TLD pursuant to and subject to the
Registrar  Accreditation Agreement and ICANN wishes to accredit Registrar in the
..org  TLD.  Pursuant  to  and  subject to the Registrar Accreditation Agreement,
Registrar  and  ICANN  hereby  agree  as  follows:

1.  Definitions.  All  initially  capitalized terms not otherwise defined herein
shall have the definitions assigned to such terms in the Registrar Accreditation
Agreement.

2.  Registrar  Election. Registrar hereby elects and agrees to become accredited
by  ICANN  to  provide  Registration  Services  in  the  .org  TLD.

3.  ICANN's  Acceptance.  ICANN  hereby  accepts  Registrar's election to become
accredited  by  ICANN  to  provide  Registration  Services  in  the  .org  TLD.

IN  WITNESS  WHEREOF,  the  parties  hereto have caused this .org Appendix to be
executed  by  their  duly  authorized  representatives.

<TABLE>
<CAPTION>
<S>                                                  <C>
INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS  DomainPeople, Inc.
4676 Admiralty Way, Suite 330                        555 West Hastings Street, Suite 1440
Marina del Rey, California 90292 USA                 Vancouver, B.C.  V6B 4N6
Telephone: 1/310/823-9358                            Canada
Facsimile: 1/310/823-8649
                                                     Attention:  Christopher Kruk
By: /s/ M. Stuart Lynn
    ------------------
Name: M. Stuart Lynn                                 Registrar URL: www.domainpeople.com
Title: President and CEO
                                                     Telephone: 604-639-1680 Ext. 116
Dated: August 15, 2001                               Facsimile: 604-688-9013

                                                     e-mail: kruk@domainpeople.com

                                                     By: /s/ Jag S. Gillan
                                                          -----------------
                                                     Name: Jag S. Gillan
                                                     Title: General Counsel

                                                     Dated: May 28, 2001
</TABLE>

                                 .NAME APPENDIX

The  Internet  Corporation  for  Assigned  Names  and  Numbers,  a  California
non-profit,  public  benefit  corporation  ("ICANN"),  and DomainPeople, Inc., a
Delaware  corporation  ("Registrar") have entered into a Registrar Accreditation
Agreement  ("Registrar Accreditation Agreement"), of which this appendix (".name
Appendix")  is  a  part.

Registrar  wishes  to  be accredited in the .name TLD pursuant to and subject to
the  Registrar Accreditation Agreement and ICANN wishes to accredit Registrar in
the .name TLD. Pursuant to and subject to the Registrar Accreditation Agreement,
Registrar  and  ICANN  hereby  agree  as  follows:

1.  Definitions.  All  initially  capitalized terms not otherwise defined herein
shall have the definitions assigned to such terms in the Registrar Accreditation
Agreement.

2.  Registrar  Election. Registrar hereby elects and agrees to become accredited
by  ICANN  to  provide  Registration  Services  in  the  .name  TLD.

3.  ICANN's  Acceptance.  ICANN  hereby  accepts  Registrar's election to become
accredited  by  ICANN  to  provide  Registration  Services  in  the  .name  TLD.

4.  Data  Submission.  Pursuant to Subsection 3.2.1, as part of its registration
for  SLD  E-mail forwarding, the NameWatch Service, and Defensive Registrations,
Registrar  shall submit to, or shall place in the Registry Database operated by,
the  Registry  Operator  for  the  TLD  that  Registry Operator, consistent with
Appendix C to its Registry Agreement with ICANN, data elements Registry Operator
requires  be  submitted  to  it.

IN  WITNESS  WHEREOF,  the  parties hereto have caused this .name Appendix to be
executed  by  their  duly  authorized  representatives.

<TABLE>
<CAPTION>
<S>                                                  <C>
INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS  DomainPeople, Inc.
4676 Admiralty Way, Suite 330                        555 West Hastings Street, Suite 1440
Marina del Rey, California 90292 USA                 Vancouver, B.C.  V6B 4N6
Telephone: 1/310/823-9358                            Canada
Facsimile: 1/310/823-8649
                                                     Attention:  Christopher Kruk
By: /s/ M. Stuart Lynn
    ------------------
Name: M. Stuart Lynn                                 Registrar URL: www.domainpeople.com
Title: President and CEO
                                                     Telephone: 604-639-1680 Ext. 116
Dated: February 28,2002                              Facsimile: 604-688-9013

                                                     e-mail: kruk@domainpeople.com

                                                     By: /s/ Jag S. Gillan
                                                          -----------------
                                                     Name: Jag S. Gillan
                                                     Title: General Counsel

                                                     Dated: October 19, 2001
</TABLE>


<PAGE>