REGISTER COM INC, S-1/A, 2000-02-15

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<PAGE>

As filed with the Securities and Exchange Commission on February 11, 2000.
Registration No. 333-93533
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Amendment

No. 2 to

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
Register.com, Inc.
(Exact name of registrant as specified in its charter)

Delaware 7379 11-3239091
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification
number)
---------------
575 Eighth Avenue, 11th Floor
New York, NY 10018
Telephone: (212) 798-9100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
Richard D. Forman
President and Chief Executive Officer
Register.com, Inc.
575 Eighth Avenue, 11th Floor
New York, NY 10018
Telephone: (212) 798-9100
(Name, address, including zip code, and telephone number, including area code
of agent for service)
---------------
Copies to:

Alexander D. Lynch, Esq. Stacy J. Kanter, Esq.
Scott L. Kaufman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP
Brobeck, Phleger & Harrison LLP Four Times Square
1633 Broadway, 47th Floor New York, NY 10036
New York, NY 10019 (212) 735-3000
---------------
(212) 581-1600
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
<PAGE>

---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Proposed Maximum
Title of Each Class of Aggregate Amount of
Securities to be Registered Offering Price (1) Registration Fee (2)
<S> <C> <C>
Common stock, par value $0.0001 per share ...... $97,750,000 $25,806
- ----------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o).
(2) $21,120 was previously paid at the time of the initial filing on December
23, 1999.
---------------
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth an estimate of the costs and expenses,
other than the underwriting discounts and commissions, payable by the
Registrant in connection with the issuance and distribution of the common stock
being registered.

SEC registration fee ................................... $ 25,806
NASD fee ............................................... 10,275
NASDAQ listing fee ..................................... 95,000
Legal fees and expenses ................................ 450,000
Accounting fees and expenses ........................... 325,000
Printing expenses ...................................... 225,000
Blue sky fees and expenses ............................. 5,000
Transfer Agent and Registrar fees and expenses ......... 3,500
Miscellaneous .......................................... 60,419
----------
Total .............................................. $1,200,000
==========

Item 14. Indemnification of Directors and Officers

The registrant's certificate of incorporation in effect as of the date
hereof, and the registrant's certificate of incorporation to be in effect upon
the closing of this offering (collectively, the "Certificate") provides that,
except to the extent prohibited by the Delaware General Corporation Law, as
amended (the "DGCL"), the registrant's directors shall not be personally liable
to the registrant or its stockholders for monetary damages for any breach of
fiduciary duty as directors of the registrant. Under the DGCL, the directors
have a fiduciary duty to the registrant which is not eliminated by this
provision of the Certificate and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available. In addition, each director will continue to be subject to liability
under the DGCL for breach of the director's duty of loyalty to the registrant,
for acts or omissions which are found by a court of competent jurisdiction to
be not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are prohibited by DGCL. This provision does not limit the
directors' responsibilities under any other laws, including the federal
securities laws or state or federal environmental laws. The registrant
maintains liability insurance for its officers and directors.

Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this
provision shall not eliminate or limit the liability of a director: (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the DGCL and provides that the
registrant shall fully indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative)
by reason of the fact that

II-1
<PAGE>

such person is or was a director or officer of the registrant, or is or was
serving at the request of the registrant as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate. The registrant is not aware of any
threatened litigation or proceeding that may result in a claim for such
indemnification.

Item 15. Recent Sales of Unregistered Securities

Within the last three years, the Registrant has sold and issued the
following securities:

(1) In December 1997, the Registrant issued 11,200 shares of common stock
to Kenneth Greif, the managing member of Internet Web Builders LLC, one
of its stockholders.

(2) From January 1997 through December 1997, the Registrant granted
employees options to purchase 35,000 shares of common stock at a
weighted average exercise price of $0.17.

(3) In January and May 1998, the Registrant issued an aggregate of
6,440,000 shares of common stock to Internet Web Builders LLC, Capital
Express LLC, Richard D. Forman and Peter A Forman, at a purchase price
of $0.36 per share, with proceeds, net of offering expenses, of
$2,290,732. In connection with these transactions, the Registrant
issued to Niles H. Cohen and Zachary Prenskey warrants to acquire an
aggregate of 571,669 shares of common stock at an exercise price of
$0.36 per share and 571,669 shares of common stock at an exercise price
of $0.86 per share. The Registrant also issued to Richard D. Forman,
Peter A. Forman, Dan B. Levine and Capital Express LLC, stockholders of
record prior to the private placement, warrants to purchase 2,450,001
shares of its common stock at an exercise price of $0.36 per share.
These warrants were modified in June 1999 to increase the exercise
price to $0.97 per share.

(4) In June 1998, the Registrant issued 446,666 shares of common stock to
a RHL Investors LLC at a purchase price of $0.43 per share, with
proceeds of $200,000.

(5) In August 1998, the Registrant issued 13,503 shares of common stock to
James Krantz, a consultant, in consideration for services.

(6) In September 1998, the Registrant issued to Steve Klebe, a consultant,
warrants to purchase an aggregate of 3,500 shares of common stock at an
exercise price of $0.43 per share.

(7) From January 1998 through December 1998, the Registrant granted
employees options to purchase 745,850 shares of common stock at a
weighted average exercise price of $0.41.

(8) In March 1999, the Registrant issued 1,499,999 shares of exchangeable
preferred stock to Palisade Private Partnership, LP at a price of $2.00
per share, with proceeds, net of expenses, of $2,840,775. The
Registrant also issued warrants to purchase 420,000 shares of common
stock at an exercise price of $2.14 per share to Palisade Private
Partnership, LP for financial advisory services.

(9) In May 1999, the Registrant issued 2,041,666 shares of its common
stock to Staples, Inc. at a purchase price of $3.43 per share for an
aggregate purchase price of $6,999,996. In connection with the
transaction, the Registrant also issued warrants to purchase 700,000
shares of common stock at an exercise price of $.0029 per share.

II-2
<PAGE>

(10) In June and July 1999, the Registrant issued 4,694,333 shares of its
Series A Convertible Preferred Stock to Bayview Investors Ltd., Bessemer
Venture Partners IV L.P., Bessec Ventures IV L.P., Staples, Inc.,
Concentric Network Corporation, Sandler Capital Partners IV L.P.,
Sandler Capital IV FTE Partners, L.P., Sandler Capital Management,
Hikari Tsushin Inc., Irwin Leiber, Barry Rubenstein, Richard A. Forman,
Alan G. Breitman, Brian L. Greenspun Separate Property Trust, Internet
Web Builders LLC, Peter D. Forman, and Dan B. Levine, at a price of
$3.43 per share, with proceeds, net of offering expenses, of
$15,290,021. In connection with the transaction, the Registrant also
issued warrants to acquire an aggregate of 938,888 shares of common
stock at an exercise price of $3.43 per share.

(11) In February 1999, the Registrant issued to Terrence Kaliner, a
consultant, a warrant to purchase 29,999 shares of common stock at an
exercise price of $0.57 per share. In March 1999, the Registrant issued
to Robert Lessin, a consultant, a warrant to purchase 5,250 shares of
common stock at $0.57 per share. In May 1999, the Registrant issued to
Peter Varava, a consultant, a warrant to purchase 5,250 shares at an
exercise price of $1.43 per share. In June 1999, the Registrant issued
to Stuart Levi, a consultant, a warrant to purchase 5,250 shares of
common stock at an exercise price of $1.57 per share. In November 1999,
the Registrant issued to Peter Varvara, a consultant, a warrant to
purchase 12,250 shares of common stock at an exercise price of $2.86 per
share.

(12) From January 1999 through December 1999, the Registrant granted
employees options to purchase 1,063,510 shares of common stock at a
weighted average exercise price of $1.28.

Legg Mason Wood Walker, Incorporated was the placement agent for the
equity sales in March, May, June and July 1999. In connection with its
services, it was issued warrants to purchase 494,449 shares of common stock at
an exercise price of $4.08 per share.

The issuances of the above securities were issued in transactions exempt
from registration under the Securities Act in reliance upon Section 4(2)
thereof as transactions by an issuer not involving any public offering. In
addition, the issuances of employee options described above were issued in
transactions exempt from registration under the Securities Act in reliance upon
Rule 701 and/or Rule 4(2) promulgated under the Securities Act. The issuances
in Items 8, 9 and 10 and the issuance to Internet Web Builders, LLC in Item 3
were issued in transactions exempt from registration under the Securities Act
in reliance upon Section 506 of Regulation D.

All share numbers in this registration statement have been adjusted to
reflect a 3.5-for-one stock split of our common stock that was effectd in
January 2000 in the form of a stock dividend.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

II-3
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
4.2+ See Exhibits 3.1, 3.2, and 3.3 for provisions of the certificate of incorporation
and bylaws defining the rights of holders of Common Stock.
4.3+ Registration Rights Agreements.
4.4+ Amended and Restated Stockholders Agreement.
4.5+ Certificate of designations, preferences and relative, participating, optional and
other special rights of preferred stock and qualifications, limitations and
restrictions of Series A Convertible Preferred Stock.
4.6.1+ Form of warrant to purchase common stock issued to Series A Convertible
Preferred Stockholders.
4.6.2+ Warrant to purchase common stock issued to Staples, Inc.
4.6.3+ Warrant to purchase common stock issued to Palisade Private Partnership, LP.
4.6.4+ Form of warrant to purchase common stock issued to Niles H. Cohen and
Zachary Prensky.
4.6.5+ Form of Amended and Restated Common Stock Purchase Warrant -- Series A
issued to Richard D. Forman, Peter A. Forman, Dan Levine and Capital Express
LLC.
4.6.6+ Warrants to purchase common stock issued to Legg Mason Wood Walker,
Incorporated.
4.6.7+ Form of warrant to purchase common stock issued to consultants.
4.6.8+ Warrant to purchase common stock issued to Terrence Kaliner.
4.7.1+ Employee Stock Option Certificate issued to Richard D. Forman.
4.7.2+ Stock Option Certificate issued to Pondfield Associates, Inc.
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
10.1+ 1997 Stock Option Plan.
10.2+ 1999 Stock Option Plan.
10.3+ Registrar Accreditation Agreement, dated November 30, 1999, by and between
ICANN and Register.com, Inc.
10.4+ Registrar License and Agreement, dated December 13, 1999, by and between
Network Solutions, Inc. and Register.com, Inc.
10.5+ Lease between Pennbus Realties, Inc. and Forman Interactive Corp.
10.6+ 2000 Stock Incentive Plan.
10.7+ Employee Stock Purchase Plan.
10.8+ Employment Agreement with Richard D. Forman.
10.9+ Employment Agreement with Jack S. Levy.
10.10** Marketing Agreement, dated as of May 21, 1999, with Staples, Inc.
10.11** Joint Marketing and Distribution Agreement, dated as of June 25, 1999, with
Concentric Network Corporation.
23.1+ Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
24.1+ Powers of attorney (please see Signature Page).
24.2+ Power of attorney of Reginald Van Lee.
27.1+ Financial Data Schedule.
</TABLE>

- -------------
* To be filed by amendment.
** Application has been made to the Commission to seek confidential treatment
of certain provisions. Omitted material for which confidential treatment
has been requested has been filed separately with the Commission.
+ Previously filed.

(b) Financial Statement Schedules

Schedule II--Valuation and Qualifying Accounts

<TABLE>
<CAPTION>
Page Number Description
<S> <C>
S-1 Report of Independent Accountants on Financial Statement Schedule

S-2 Schedule II -- Valuation and Qualifying Accounts
</TABLE>

Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or the notes thereto.

II-4
<PAGE>

Item 17. Undertakings

The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424 (b) (1)
or (4) or 497 (h) under the Securities Act of 1933 shall be deemed to be
part of this registration statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on this 14th day of February 2000.

By: /s/ Richard D. Forman
--------------------------------
Richard D. Forman
President and Chief Executive
Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the registration statement has been signed by the following persons in
the capacities indicated on February 14, 2000:

<TABLE>
<CAPTION>
Signature Title(s)
--------- --------

<S> <C>
/s/ Richard D. Forman President, Chief Executive Officer and
- ----------------------------------- Director (Principal Executive Officer)
Richard D. Forman

* Vice President of Finance and Accounting
- ------------------------------------ (Principal Accounting and Financial Officer)
Alan G. Breitman

*
- -------------------------------------
Peter A. Forman Director

*
- -------------------------------------
Niles H. Cohen Director

*
- -------------------------------------
Samantha McCuen Director

*
- -------------------------------------
Mark S. Hoffman Director

*
- -------------------------------------
Reginald Van Lee Director

*By: /s/ Richard D. Forman
--------------------------------
Richard D. Forman
Attorney-in-Fact
</TABLE>

II-6
<PAGE>

Report of Independent Accountants on
Financial Statement Schedule

To the Board of Directors
of Register.com, Inc.

Our audits of the financial statements referred to in our report dated January
31, 2000 appearing in the prospectus constituting part of this Registration
Statement on Form S-1 of Register.com, Inc. also included an audit of the
financial statement schedule listed in Part II herein. In our opinion, this
financial statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
financial statements.

PricewaterhouseCoopers LLP
New York, New York
January 31, 2000

S-1

<PAGE>

Schedule II -- Valuation and Qualifying Accounts

<TABLE>
<CAPTION>
Balance at Charged to Balance at
Beginning Costs and Ending
of Period Expenses Deductions of Period
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
For the year ended December 31, 1997:
Provision for doubtful accounts ......... $ -- $ 75,764 $ 55,000 $ 20,764
======= ======== ======== ========

For the year ended December 31, 1998:
Provision for doubtful accounts ......... $20,764 $ 72,232 $ 27,049 $ 65,947
======= ======== ======== ========

For the year ended December 31, 1999:
Provision for doubtful accounts ......... $65,947 $536,585 $288,016 $314,516
======= ======== ======== ========

</TABLE>

S-2
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
1.1* Form of underwriting agreement.
3.1+ Certificate of Incorporation, as amended.
3.2+ Form of amended and restated certificate of incorporation to be in effect
upon the closing of the offering.
3.3+ Bylaws.
3.4+ Form of amended and restated bylaws to be in effect upon the closing of
the offering.
4.1* Specimen common stock certificate.
4.2+ See Exhibits 3.1, 3.2, and 3.3 for provisions of the certificate of
incorporation and bylaws defining the rights of holders of Common Stock.
4.3+ Registration Rights Agreements.
4.4+ Amended and Restated Stockholders Agreement.
4.5+ Certificate of designations, preferences and relative, participating, optional
and other special rights of preferred stock and qualifications, limitations and
restrictions of Series A Convertible Preferred Stock.
4.6.1+ Form of warrant to purchase common stock issued to Series A Convertible
Preferred Stockholders.
4.6.2+ Warrant to purchase common stock issued to Staples, Inc.
4.6.3+ Warrant to purchase common stock issued to Palisade Private Partnership, LP.
4.6.4+ Form of warrant to purchase common stock issued to Niles H. Cohen and
Zachary Prensky.
4.6.5+ Form of Amended and Restated Common Stock Purchase Warrant -- Series
A issued to Richard D. Forman, Peter A. Forman, Dan Levine and Capital
Express LLC.
4.6.6+ Warrants to purchase common stock issued to Legg Mason Wood Walker,
Incorporated.
4.6.7+ Form of warrant to purchase common stock issued to consultants.
4.6.8+ Warrant to purchase common stock issued to Terrence Kaliner.
4.7.1+ Employee Stock Option Certificate issued to Richard D. Forman.
4.7.2+ Stock Option Certificate issued to Pondfield Associates, Inc.
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
10.1+ 1997 Stock Option Plan.
10.2+ 1999 Stock Option Plan.
10.3+ Registrar Accreditation Agreement, dated November 30, 1999, by and
between ICANN and Register.com, Inc.
10.4+ Registrar License and Agreement, dated December 13, 1999, by and
between Network Solutions, Inc. and Register.com, Inc.
10.5+ Lease between Pennbus Realties, Inc. and Forman Interactive Corp.
10.6+ 2000 Stock Incentive Plan.
10.8+ Employment Agreement with Richard D. Forman.
10.9+ Employment Agreement with Jack S. Levy.
10.10** Marketing Agreement, dated as of May 21, 1999, with Staples, Inc.
10.11** Joint Marketing and Distribution Agreement, dated as of June 25, 1999, with
Concentric Network Corporation.
10.7+ Employee Stock Purchase Plan.
23.1+ Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
24.1+ Powers of attorney.
24.2+ Power of attorney of Reginald Van Lee.
27.1+ Financial Data Schedule.
</TABLE>

<PAGE>

BROBECK, PHLEGER & HARRISON LLP LETTERHEAD

February 11, 2000

Re: Register.com, Inc.--Registration Statement on Form S-1
(No. 333-93533)
-------------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to Register.com, Inc. a Delaware corporation
(the "Company"), in connection with the proposed issuance and sale by the
Company of up to an aggregate of 5,000,000 shares of the Company's Common Stock,
par value $.0001 per share (the "Shares"), pursuant to the Company's
Registration Statement on Form S-1 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act").

This opinion is being furnished in accordance with the requirements of
Item 16(a) of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.

We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the issuance and sale of the
Shares. Based on such review, we are of the opinion that the Shares have been
duly authorized, and if, as and when issued in accordance with the Registration
Statement and the related prospectus (as amended and supplemented through the
date of issuance) will be legally issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
<PAGE>

This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.

Very truly yours,

/s/ Brobeck, Phleger & Harrison LLP
---------------------------------------
BROBECK, PHLEGER & HARRISON LLP

<PAGE>

MARKETING AGREEMENT ("Services Agreement")

THIS AGREEMENT, dated as of May 21, 1999, is made and entered into by
and between FORMAN INTERACTIVE CORP., a New York corporation with its office at
134 Fifth Avenue, 3rd Floor, New York, New York 10011 ("Register.com"), and
STAPLES, INC., a Delaware corporation with its principal offices located at 500
Staples Drive, Framingham, Massachusetts 01701 ("Staples").

WHEREAS, Register.com engages in the business of domain name
registration and registrar services on the Internet ("Services");

WHEREAS, Staples and, through its web site, Staples.com, are engaged in
the business of selling Office Supplies (as defined in Section 2 below);

WHEREAS, all mentions of Permanent ("permanent" or "Permanent")
placement in the Marketing Agreement in Exhibit A attached hereto shall remain
only in effect during the duration of this Agreement;

WHEREAS, Staples and Register.com desire to enter into this Agreement
whereby Register.com will be the exclusive provider of Internet domain name
registrar and registration Services on Staples.com's web site as set forth in
this Agreement, and Staples will be the exclusive provider of Office Supplies
that are advertised or promoted on Register.com's web site as set forth in this
Agreement;

NOW, THEREFORE, in consideration of mutual promises and covenants of
the parties hereinafter set forth, the receipt and sufficiency of which are
hereby acknowledged, Register.com and Staples mutually agree as follows:

1. Grant of Exclusive Rights to Register.com. During the Term (as defined in
Section 4 below), Staples grants to Register.com the exclusive right to market
and solicit the Services across all of Staples' branded properties, including,
but not limited to, Staples.com's web site and the Staples retail stores.
Staples shall promote and advertise the Services in the scope and manner
specified in Exhibit A attached hereto. In furtherance of, but in no way
limiting, the foregoing, Staples covenants and agrees that, during the Term, it
will not enter into any agreement with any company engaged in the business of
registration Services whereby such company shall have the right to (i) advertise
such Services on Staples.com web site or in Staples' retail stores in any manner
whatsoever, or (ii) form a partnership, strategic or otherwise, with Staples.com
or with Staples. During the Term, Staples shall not enter any marketing
agreements similar to those described herein with [***] of [***] include [***]
and [***] services, including but not limited to, [***] and any [***] or [***]
thereof.

2. Grant of Exclusive Rights to Staples. During the Term, Register.com grants to
Staples the exclusive right to market and solicit Office Supplies on
Register.com's web site. Register.com shall promote and advertise such Office
Supplies in the scope and manner specified in Exhibit A attached hereto. In
furtherance of, but in no way limiting, the foregoing, Register.com covenants
and agrees that, during the Term, it will not enter into any agreement with any
company engaged in the business of Office Supplies whereby such company shall
have the right to (i) advertise on Register.com's web site in any manner
whatsoever or (ii) provide Office Supplies to Register.com's customers. During
the Term, Register.com shall not enter any marketing agreements similar to those
described herein with any entity that [***] of its [***] from [***]. For
purposes of this Agreement, the term "Office Supplies" means office supplies
other than computer equipment, business services (including, but not limited to,
printing services), software, furniture, and business machines. Prohibited
companies include, but are not limited to, [***] and any [***] or [***] thereof.

- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>

3. Promotion. During the Term, Staples and Register.com agree to promote each
other's services and products as provided on Exhibit A attached hereto.

4. Term. The Term of this Agreement shall commence on June 1, 1999 and shall
continue until May 31, 2002. The initial Term of this Agreement shall
automatically be extended for additional, consecutive one (1) year periods,
unless either party gives written notice to the other party at least sixty (60)
days prior to the expiration of the then-current Term of its intention not to
extend such Term.

5. Notices. Any notice required to be given by a party hereunder shall be given
in writing and delivered personally or shall be sent by certified mail, return
receipt requested, to the other party at the addresses hereinabove set forth or
at such other addresses as a party hereunder may hereafter notify the other of
in such manner. Any notices sent by certified mail shall be deemed given on the
day such notice is mailed.

6. Assignment. All of the terms of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. No party may assign this Agreement or any of its rights,
interests or obligations hereunder without the written consent of the other
party hereto.

7. Governing Law. This Agreement shall be construed according to the laws of the
State of New York and all actions and disputes hereunder shall be brought in the
state or federal courts of New York.

8. Agency. Except as Staples may be specifically authorized in writing by
Register.com, nothing herein contained shall be construed as authorizing Staples
to bind Register.com in any way nor as constituting Staples an agent or
representative of Register.com. Except as Register.com may be specifically
authorized in writing by Staples, nothing herein contained shall be construed as
authorizing Register.com to bind Staples in any way nor as constituting
Register.com as an agent or representative of Staples.

9. Entire Agreement. This Agreement, including the Exhibits referred to herein
and attached hereto, constitutes and contains the entire understanding between
the parties hereto with respect to the subject matter hereof, supersedes the
Investment and Marketing Agreement dated May 17, 1999, between the parties
(including Exhibit B thereto) to the extent such Agreement (including Exhibit B
thereto) affects the subject matter hereof, and cannot be amended, modified or
waived except in writing signed by the parties hereto.

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

2
<PAGE>

11. Indemnification by Register.com. Register.com represents that it has full
authority to enter into this Agreement and to perform its obligations hereunder.
Register.com further represents that it has the right to publish the contents of
any promotions or advertisements provided by Register.com to Staples for
promotion or advertisement hereunder, without infringement of any rights of any
third party. Register.com shall, at its own expense, indemnify, defend and hold
harmless Staples, its employees, representatives, agents and affiliates
(including, without limitation, Staples.com) from and against any liabilities
resulting from or arising out of any claim, suit, action, or other proceeding
alleging that the content provided by Register.com to Staples hereunder,
including, without limitation, any material, data, or product produced or
provided by Register.com or any material presented on any site on the Internet,
which is material produced, maintained, or published by Register.com, infringes
in any manner any intellectual property right of any third party or contains any
material or information that is unlawful, obscene, defamatory, libelous,
slanderous, or that otherwise violates any rights of any person, including,
without limitation, rights of publicity, privacy or personality, or advertises
an illegal product or service, or has otherwise resulted in any tort, injury,
damage or harm to any person or entity. Register.com will pay any and all costs,
damages, and expenses, including, but not limited to, reasonable attorneys' fees
and costs awarded against or otherwise incurred by Staples in connection with or
arising from any such claim, suit, action or proceeding. It is understood and
agreed that Staples does not intend and will not be required to edit or review
for accuracy or appropriateness the content of any material provided by
Register.com to Staples hereunder. Register.com agrees that is does not have any
right, title or interest, and agrees that it will not claim any, in or to the
name "Staples" or any other names, trademarks, logos or other indicia owned or
controlled by Staples, Inc., its subsidiaries and affiliates (the "Staples
Marks"). Register.com acknowledges that this Agreement does not create or vest
in Register.com any right, title or interest in the Staples Marks. Whenever
Register.com uses any Staples Marks in connection with the promotional
activities, Register.com shall clearly and prominently indicate Staples'
ownership of the Staples Marks in a form designated by Staples. All uses of the
Staples Marks shall inure to the benefit of Staples. This Section 11 shall
survive termination of this Agreement.

<PAGE>

12. Indemnification by Staples. Staples represents that it has full authority to
enter into this Agreement and to perform its obligations hereunder. Staples
further represents that it has the right to publish the contents of any
promotions or advertisements provided by Staples to Register.com for promotion
or advertisement hereunder, without infringement of any rights of any third
party. Staples shall, at its own expense, indemnify, defend and hold harmless
Register.com, its employees, representatives, agents and affiliates, harmless
from and against any liabilities resulting from or arising out of any claim,
suit, action, or other proceeding alleging that the content provided by Staples
to Register.com hereunder, including, without limitation, any material, data, or
product produced or provided by Staples or any material presented on any site on
the Internet, which is material produced, maintained, or published by Staples,
infringes in any manner any intellectual property right of any third party or
contains any material or information that is unlawful, obscene, defamatory,
libelous, slanderous, or that otherwise violates any rights of any person,
including, without limitation, rights of publicity, privacy or personality, or
advertises an illegal product or service, or has otherwise resulted in any tort,
injury, damage or harm to any person or entity. Staples will pay any and all
costs, damages, and expenses, including, but not limited to, reasonable
attorneys' fees and costs awarded against or otherwise incurred by Register.com
in connection with or arising from any such claim, suit, action or proceeding.
It is understood and agreed that Register.com does not intend and will not be
required to edit or review for accuracy or appropriateness the content of any
material provided by Staples to Register.com hereunder. Staples agrees that is
does not have any right, title or interest, and agrees that it will not claim
any, in or to the name "Register.com" or any other names, trademarks, logos or
other indicia owned or controlled by Forman Interactive Corp., its subsidiaries
and affiliates (the Forman Marks). Staples acknowledges that this Agreement does
not create or vest in Staples any right, title or interest in the Forman Marks.
Whenever Staples uses any Forman Marks in connection with the promotional
activities, Staples shall clearly and prominently indicate Register.com's
ownership of the Forman Marks in a form designated by Register.com. All uses of
the Forman Marks shall inure to the benefit of Register.com. This Section 12
shall survive termination of this Agreement.

13. Default. Either party may be declared in default of the Agreement if

(i) it breaches any material provision hereof and fails,
within thirty (30) days after receipt of notice of default, to
correct such default or to commence corrective action
reasonably acceptable to the other party and proceed with due
diligence to completion; or

(ii) it becomes insolvent, makes an assignment for the benefit
of creditors, a receiver is appointed or a petition for
bankruptcy is filed with respect to it and such proceeding is
not dismissed within sixty (60) days.

In the event of a default by any party as set forth above, the non-defaulting
party may then terminate this Agreement immediately and pursue all other
available remedies. In the event of a termination by Register.com because of a
material breach of Section 3 hereof by Staples in accordance with the provisions
of clause (i) above, then, as its [***] and [***], Register.com shall be
entitled to [***] from Staples [***] in the [***]. The right to receive and the
receipt of such [***] shall in no way limit the rights of Register.com under
Section 12 or the right of Register.com to pursue all available remedies for a
breach of any provision of this Agreement other than a breach of Section 3.

[Remainder of Page Intentionally Left Blank]
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.

4
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.

FORMAN INTERACTIVE CORP.:

By: /s/ Richard D. Forman
--------------------------------
Name: Richard D. Forman
Title: President

STAPLES, INC.:

By: /s/ Thomas Steinberg
--------------------------------
Name:
Title:

<PAGE>

Exhibit A.
Marketing Agreement

[***] banners[***] impressions provided by Staples to be run on the register Web
Site;

[***] and [***] button and up to [***] in the [***] section of the register Web
Site;

[***] and [***] on the [***];

[***] in which [***] will be given the choice to receive a [***]. This [***] is
currently located for all [***] between [***] and [***] of the register Web
Site;

Staples will be included, both [***] and [***], on the [***] of the register Web
Site.

Staples Will Perform the Following:

A [***], possibly with a [***] (minimum of [***]) on the [***] of Staples Web
Site;

A [***] (minimum of [***]) along with a [***] for [***] in the [***] of Staples
Web Site, with placement to be included [***], in a manner [***] than [***] in
the Staples Web Site [***];

[***] banners [***] impressions provided by register.com and to be run on
Staples Web Site;

Staples will include a [***] from register.com in [***] to [***] of Staples,
with a minimum delivery to at least [***] per month;

Staples will include register.com as a [***] in [***] in a manner [***] than
[***] wherever Staple's mentions their [***];

Staples will give away [***] with the [***] to all [***] as a part of the
standard [***] package. Staples and register.com will share the expenses
resulting from the [***] of this item. Staples will take responsibility for all
costs incurred in [***] this product;

Staples will include a [***] from register.com in no less than [***] brochures
about [***] and [***] at least [***] point of distribution in [***]. Staples
will provide Register.com with [***] regarding the number of brochures required
for all of [***]. This brochure will feature [***] and be [***]. Staples will
design the brochure utilizing [***]. Staples and register.com will share the
expenses for [***] and [***] costs. In the event that Staples and Register.com
determine it to be appropriate to broaden the selection of [***] and [***] in
the brochure to include those of [***], Register.com's share of the costs will
be reduced proportionately;

6
<PAGE>

Staples will include register.com on each [***], the [***] when they [***] in to
the [***]. This [***] will run [***] with other [***] no less than [***].
Register.com will provide input into the [***] of the [***] for this [***];
Staples will [***] and [***] the [***];

Staples will include register.com in no less than [***] and [***] as either a
[***] or [***]. Register.com will provide [***] and [***] costs; Staples will
[***] and [***] materials;

Staples will use reasonable commercial efforts to cross-promote the Register.com
Services with the sale of computer software, including, but not limited to
intent browsers. Register.com will provide the text and logo and cover the
printing expenses; Staples will distribute all materials;

Staples will include register.com in [***] or other [***] to its customer base
when appropriate. Staples will include register.com in no less than [***] or
[***]. Register.com will provide the [***] and [***] and cover the [***]
expenses; Staples will [***] the [***];

Staples will include register.com in all [***] when applicable;

Staples will include a [***] from register.com including [***] and a [***] to a
[***] on

7
<PAGE>

[***] of all [***] to customers who are buying supplies at [***];

Staples will use reasonable commercial efforts to [***] with [***] to include
[***] as part of the [***] or in [***] activities.

Staples and Register.com will mutually determine and provide for co-promotion of
other parties' services as follows:

Staples and Register.com will use their future and existing marketing
relationships in order to help promote the sale of the other parties products
and services in a commercially reasonable manner.

To the extent that both parties believe that the specific programs listed above
are not performing on a commercially reasonable or acceptable basis both
parities will use commercially reasonable efforts to develop substitute programs
of comparable value. This analysis will be performed on a quarterly basis after
an initial three (3) month period.

Look and Feel:
All promotional and marketing materials, look, feel and/or user interface or
other content (including without limitation any banner advertising) must be
approved by both parties in writing. In the event either party substantially
changes its look, feel and/or user interface, it will use its reasonable efforts
to provide the other party with substantially similar promotion and
representation as indicated in this Exhibit A; provided that the other party
shall have the right to approve, in its sole discretion, such altered promotion
and representation.

<PAGE>

JOINT MARKETING AND DISTRIBUTION AGREEMENT

This JOINT MARKETING AND DISTRIBUTION AGREEMENT ("Agreement") is
executed as of June 25, 1999, by and between CONCENTRIC NETWORK CORPORATION
("Concentric"), a Delaware corporation with its principal offices at 1400
Parkmoor Avenue, San Jose, CA 95126, and register.com, Inc. ("register.com"), a
Delaware corporation with its principal offices at 575 Eighth Avenue, 11th
Floor, New York, NY 10018. Concentric and register.com, and their respective
successors and permitted assigns, are sometimes individually referred to herein
as a "Party" or collectively as the "Parties."

RECITALS

WHEREAS, Concentric currently supplies Internet access, web hosting,
e-commerce and domain name registration services to consumers and business
customers;

WHEREAS, register.com currently provides domain name registration,
e-mail and web hosting services to consumers and business customers, and sells
advertising space to companies interested in reaching visitors to web sites
owned and operated by register.com;

WHEREAS, Concentric and register.com desire to enter into an agreement
to offer certain Concentric web hosting and e-commerce services to
register.com's customers, to make register.com's domain registration services
available to Concentric's web hosting customers and OEM partners, and to
cooperate in certain other business opportunities that may further the interests
of both Parties;

WHEREAS, Concentric has agreed to invest (the "Investment") $5 million
in register.com by participating in register.com's current round of venture
capital financing, which is currently expected to close on or about June 25
under the terms set forth in that Letter of Intent, dated June 2, 1999 between
Sandler Capital Partners IV, L.P., Sandler Capital Partners IV FTE, L.P. and
register.com.

NOW, THEREFORE, in consideration of the promises, conditions and mutual
covenants set forth below, the adequacy of which is hereby acknowledged, the
Parties agree as follows:

AGREEMENT

1. DEFINITIONS

1.1. "Web Hosting" shall mean the hosting of Internet web sites for
customers on a web server dedicated to a given customer or on one or
more web servers shared among multiple customers. Web Hosting shall
not mean any e-commerce services except for E-Commerce (as defined in
Section 1.2 below).

1.2. "E-Commerce" shall mean any product catalog, shopping cart and/or
transaction processing server-side technology closely integrated
together and sold solely in connection with Web Hosting services.

1.3. "Private Label" shall mean services that are provided by a Party but
marketed and sold under a name and product brand that is not owned or
controlled by such Party.

1.4. "Domain Registration" shall mean the process through which a unique
Internet domain name is selected and submitted to a designated domain
name registry.

1.5. "DNS" shall mean Domain Name Server, the primary database with which a
given registered domain name is associated.

1.6. "Web Properties" shall mean any and all publicly available Internet
web sites located at the domain "register.com", or any other domain
owned, operated and maintained by register.com, or its successors or
assigns, in each case used for Domain Registration.

<PAGE>

1.7. "Concentric Offers" shall mean advertising and promotional materials
that are presented to potential customers that may be interested in
purchasing Web Hosting and/or E-Commerce services.

1.8. "Net New Registrant" shall mean a completed Domain Registration
including payment for the newly registered domain name.

1.9. "Concentric Opportunities" shall mean Net New Registrants made
available to Concentric solely for the benefit of Concentric and
solely for Web Hosting and/or E-Commerce opportunities.

1.10. "Above the Fold" shall mean Internet web site content that is visible
in its entirety above the bottom edge of the browser window when a
standard 800x600 computer display is employed.

1.11. "Net Registration Revenue" shall pertain only to gTLD Names and shall
mean the amount charged customers for Domain Registration less the
amount paid to third party domain registries, less other expenses
directly and solely attributable to functioning as a designated domain
name registrar or reseller, less industry and regulatory fees, and
less any applicable taxes (excluding any income tax paid by
register.com).

1.12. "gTLD Names" shall mean only those domain names registered under the
generic top level domains of .com, .net, and .org.

1.13. "Joint Customer" shall mean a Net New Registrant that purchases Web
Hosting or E-Commerce services from Concentric.

2. MARKETING OF CONCENTRIC SERVICES

2.1. Limited Exclusivity. During the Term (as defined in Section 6.1.5
below), Concentric shall be one (1) of no more than three (3)
Web-Hosting or E-Commerce service providers that are marketed,
advertised, or otherwise promoted on the Web Properties. The
appearance of all Concentric Offers referred to throughout this
Agreement shall have an appearance, size, and placement, taken as
whole, no less favorable in all material respect than any other Web
Hosting or E-commerce service provider present on the Web Properties.
In the event of any conflict between the immediately preceding
sentence and the terms and conditions of Sections 2.2 and 2.3,
Sections 2.2 and 2.3 shall govern.

2.2. Placement. During the Term, Concentric Offers shall receive prominent
placement on the Web Properties. The content of the Concentric Offers
shall be at Concentric's sole cost and expense and shall be subject to
the prior approval of register.com, which approval shall not be
unreasonably withheld. The placement of the Concentric Offers on the
Web Properties shall be subject to the conditions set forth in
Sections 2.2.1 to 2.2.4 below.

2.2.1. Concentric Offers shall be presented Above the Fold for those
customers selecting the "Business Resources" or the "Web
Hosting" buttons on the navigation toolbar used throughout the
Web Properties and reproduced in Exhibit A and on the
"FutureSite" page reproduced in Exhibit B. Register.com will
ensure that end-users receive an aggregate total of no less
than [***] impressions per month of the "Business Resources"
and "Web Hosting" buttons. In no case will the Concentric
Offers be more than one (1) hyperlink away from any "Business
Resources" or "Web Hosting" button presented on the Web
Properties.

2.2.2. Concentric Offers shall be presented via banner advertisements
throughout the Web Properties. Register.com will ensure that
end-users will receive an aggregate total of no less than [***]
Above the Fold impressions per month of the banner
advertisements. These banner advertisements will hyperlink
directly to a URL owned, operated and maintained by Concentric.

2.2.3. Concentric Offers shall be made prominently visible to the
guaranteed minimum number of Concentric Opportunities as set
forth in Exhibit C. Concentric Offers shall at no time during
the Term be presented to less than [***] of Net New
Registrants. The Concentric Offers relevant to this Section
2.2.3 shall hyperlink directly to a URL owned, operated, and
maintained by Concentric.

<PAGE>
2.2.4. Notwithstanding the forgoing, [***] shall receive [***]
throughout the [***] received by [***] or [***] service
provider.

2.3. Web Site Content. Content of the Concentric Offers shall comply with
the register.com Advertising Guidelines set forth in Exhibit F.
Concentric and register.com acknowledge the goal of converting at
least [***] of Concentric Opportunities into Web Hosting and/or
E-Commerce customers and will use commercially reasonable efforts to
cooperate to improve the Domain Registration process such that this
goal can be achieved. However, at no time will register.com be
required to change the Domain Registration process to the commercial
detriment of its business nor required to obtain or maintain a [***]
conversion rate for the Concentric Opportunities. Notwithstanding the
foregoing, the following efforts shall be undertaken:

2.3.1. After the Launch Date (as defined in Section 6.1.2),
register.com shall present to new domain name registrants on
the Web Properties a survey that has been amended to include an
offer to each prospective customer during the Term to receive
additional information on Web Hosting and E-Commerce services.

2.3.2. During the Term, register.com will place banner advertisements
for Concentric Offers Above the Fold on no less than [***] of
register.com's Domain Registration web pages.

2.3.3. For thirty (30) days following the Launch Date, the last page
of the register.com Domain Registration process shall be in
form and content substantially similar to the layout described
in Exhibit E and shall include a Concentric Offer. A display of
this Concentric Offer to a Net New Registrant will constitute
the creation of a Concentric Opportunity. Following the
expiration of the initial thirty-day period following the
Launch Date, the obligations of Section 2.3.4 below shall
prevail.

2.3.4. Within thirty (30) days of the Launch Date, Concentric and
register.com shall jointly determine if modifications to the
last page of the Domain Registration process will be necessary
in order to help achieve the targeted [***] conversion rate
described in Section 2.3 above. In addition, at least once
during each ninety (90) day period during the Term,
register.com shall consider, in good faith, recommendations by
Concentric to modify the last page of the register.com Domain
Registration process. If during the Term register.com and
Concentric identify mutually agreeable changes to the last page
of the Domain Registration process, then register.com shall
implement such changes within ten (10) business days of their
mutual agreement. If at any time during the Term register.com
and Concentric cannot reach mutual agreement on the form and
content of the last page of the Domain Registration process,
then the version of such page that was most recently mutually
agreeable shall be presented to Net New Registrants and
register.com and Concentric shall continue to negotiate in good
faith until mutual agreement can be reached.

2.3.5. During the Term, register.com shall consider in good faith
recommendations by Concentric with respect to the Domain
Registration process, with the objective of improving the Web
Hosting services purchase rate for Net New Registrants.

2.4. Marketing Rights. Register.com shall provide to Concentric all
relevant collected information on "Concentric Targets." The parties
shall determine a mutually agreeable list of relevant information that
shall be provided to Concentric by register.com. For the purposes of
this Section 2.4, "Concentric Targets" shall mean at least [***] of
end-users that (a) complete the survey described in Section 2.3.1 and
(b) either (1) indicate an interest in receiving additional
information on Web Hosting and E-Commerce services or (2) do not
object to their names being provided to third party organizations for
the purposes of marketing. Register.com shall deliver such customer
information on Concentric Targets within a commercially reasonable
period following presentation of a Concentric Offer to the Net New
Registrant at the end of the Domain Registration process. Register.com
acknowledges the goal of providing Concentric with such information on
Concentric Targets in real-time or near real-time. Concentric may, at
its sole discretion, contact Concentric Targets for the purposes of
selling and marketing its services. Concentric will not resell or
distribute the information on Concentric Targets to any third parties
or use such information in violation of any applicable law.
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.

<PAGE>

2.5. Customer Ownership. Upon a Joint Customer's purchase of Web Hosting or
E-commerce services, Concentric may, at it's sole discretion, require
that the domain for that Joint Customer be transferred from
register.com's DNS to Concentric's DNS. The following obligations
regarding Joint Customers shall apply:

2.5.1. At no time shall register.com intentionally contact a Joint
Customer for the purposes of marketing or selling Web Hosting
or E-commerce services, nor shall register.com sell or
otherwise distribute information on a Joint Customer to
companies that register.com knows to be engaged, directly or
indirectly, in marketing or selling Web Hosting or E-Commerce
services.

2.5.2. Notwithstanding the restrictions created in Section 2.5.1,
register.com may distribute information on a Joint Customer to
either of the two (2) other Web Hosting and E-commerce service
providers allowable under this Agreement if and only if the
Joint Customer is not presented a Concentric Offer after the
completion of another Domain Registration process.

2.5.3. If and when register.com has developed and deployed the
technology, systems and processes to suppress the presentation
of competing Web Hosting or E-commerce offers to Joint
Customers, the rights granted to register.com under Section
2.5.2 shall be terminated.

2.5.4. Should register.com discover that it has unintentionally
contacted a Joint Customer or unknowingly distributed
information on a Joint Customer in violation of Section 2.5.1,
register.com shall inform Concentric within ten (10) days of
such contact or distribution.

2.5.5. Concentric and register.com shall meet no less than quarterly
during the Term to determine and implement a mutually agreeable
plan for marketing to Joint Customers services that do not fall
under the definitions of Domain Registration, Web Hosting, or
E-commerce provided in this Agreement.

2.6. Market Development Funds. During the Initial Term (as defined in
Section 6.1.3 below), register.com shall pay to Concentric a market
development fund in the amount of $41,666.67 per month to be spent by
Concentric for co-branded marketing programs designed and implemented
by Concentric and approved by register.com, which approval shall not
be unreasonably withheld or delayed, to increase the size of the
market for Domain Registration, Web Hosting and E-Commerce services.
To the extent that either Concentric or register.com are able to
track, in a mutually agreeable manner, the leads created by the
co-branded marketing programs, such leads shall be counted toward the
guaranteed minimum Concentric Opportunities as per Section 2.8.
Concentric and register.com will use reasonable efforts to track such
leads. Such amount shall be paid to Concentric by register.com on the
fifteenth day of every month during the Initial Term following
Concentric's delivery of an invoice. If such payment is not made
timely, register.com will pay a late fee equal to 1.5% for each month
or portion thereof until all past-due obligations are paid. Within
fifteen (15) days of the Effective Date(as defined in Section 6.1.1
below), Concentric and register.com shall agree in writing as to the
form of the co-branded marketing programs that shall benefit both
Parties in an equitable manner. As requested in writing by
register.com no more than once per month during the Term, Concentric
shall provide to register.com evidence that demonstrates that the
market development fund is being spent by Concentric in accordance
with the co-branded marketing programs described in the previous
sentence.

<PAGE>

2.7. Integration Requirements. By the Launch Date, Concentric and
register.com shall have completed the integration of the register.com
Web Properties and Domain Registration process with the Concentric Web
Hosting and E-commerce services such that all obligations of this
Section 2 can be fulfilled. This integration shall include, but shall
not be limited to, (a) methods to transfer domains from register.com's
DNS to Concentric's DNS in a timely and mechanized manner should
Concentric decide, in its sole discretion, to require such a transfer
and (b) methods to ensure the timely transfer of customer information
as required by Section 2.4.

2.8. Performance. During the first month of the Initial Term, register.com
will ensure that at least [***] Concentric Opportunities are created.
The sole evidence of register.com's fulfillment of the obligations of
this Section 2.8 is the presentation of the Concentric Offers
described in Sections 2.2.3 and 2.3.3. In each subsequent monthly
period of the Initial Term, the number of Concentric Opportunities
will increase by [***], such that the number of Concentric
Opportunities meets or exceeds the monthly minimums established in
Exhibit C.

<PAGE>
2.9. Reporting. During the Term, register.com shall provide to Concentric
monthly reports on the number of impressions of all Concentric Offers.
During the Term, register.com shall provide to Concentric weekly
reports on the relative click through rates for each unique Concentric
banner advertisement. During the Term, Concentric shall provide to
register.com monthly reports for all hosting subscriptions that
Concentric can attribute to the creation of a Concentric Opportunity.
so that register.com will have the necessary information to see which
subscribers have paid and which have discontinued the Concentric
hosting service. In addition, Concentric shall use commercially
reasonable efforts to provide to register.com information on the
number hosting subscriptions generated by Concentric's marketing
presence on the Web Properties.

2.10. Without limiting the foregoing, register.com reserves the right at any
time and from time to time to amend, supplement or otherwise modify
the design, "look and feel," layout, content, architecture and
navigational flow of the Web Properties.

3. DISTRIBUTION OF REGISTER.COM SERVICES

3.1. Concentric-Branded Hosting Services. Following the Launch Date,
Concentric shall use register.com as the exclusive third-party gTLD
Name Domain Registration service for its Concentric-branded
Web-Hosting and E-Commerce services. The register.com logo will be
prominently displayed on the domain registration page of Concentric's
Web-Hosting and E-commerce products and on all pages relating directly
to gTLD Name Domain Registration. A "domain registration" button will
be present on the "www.cnchost.com" web page, or its equivalent. The
button shall hyperlink directly to Concentric's domain registration
page, which co-branded page shall be designed by Concentric with
consultation from register.com. Concentric shall consider in good
faith recommendations by register.com to modify such co-branded page.
Concentric's obligations under this Section 3.1 shall be relieved if
Concentric chooses to use register.com's Private Label Domain
Registration services as described in Section 3.3 below.

3.2. Private Label Hosting Services. To the extent Concentric is able to
use a [***] service for its [***] and [***], Concentric shall use
register.com as the [***] service for [***] services sold under
contracts entered into by Concentric after the Launch Date of this
Agreement. Concentric shall use commercially reasonable efforts to
secure register.com as the exclusive gTLD Name Domain Registration
service used by Concentric's existing Private Label customers. If
Concentric cannot secure exclusive arrangements for future or existing
Private Label customers, it shall use commercially reasonable efforts
to secure a non-exclusive arrangement for register.com.

3.3. Private Label Registration Services. If following the Effective Date,
Concentric elects to use a Private Label Domain Registration service,
Concentric will use register.com's Private Label gTLD Name Domain
Registration services. Register.com shall receive co-branding on the
primary Domain Registration web page used by Concentric for such
Private Label gTLD Name Domain Registration services. Register.com
shall provide Private Label Domain Registration services that are at
competitive prices, terms and conditions. If such competitive prices,
terms and conditions are not made available by register.com to
Concentric in any instance, Concentric shall provide register.com with
a right of "last refusal".

3.4. Performance Metrics. If during the Term any customer purchasing
Concentric's Web Hosting service is unable to complete the Domain
Registration process for gTLD Names within seventy-two (72) hours of
the customer's first attempt to do so, Concentric may provide written
notification to register.com that describes the performance problem.
Register.com shall have thirty (30) days following such notification
to remedy the Domain Registration process. The Domain Registration
process shall be considered remedied when any customer purchasing
Concentric's Web Hosting service is able to complete the Domain
Registration process within a period of time that is within 20% of the
"Industry Standard Registration Time" as calculated using the methods
described in Exhibit H. If register.com does not remedy the Domain
Registration process within thirty (30) days of Concentric's initial
notification, then Concentric's obligations under this Section 3 to
use register.com as the exclusive third party gTLD Name Domain
Registration service shall be terminated. If during the Initial Term
or during the Renewal Term Concentric provides, under the rights
created by this Section 3.4, three (3) written notifications to
register.com, then Concentric's obligations under this Section 3 to
use register.com as the exclusive third party gTLD Name Domain
Registration service shall be terminated.

<PAGE>

4. COMPENSATION AND FEES

4.1. Minimum Payment. Concentric will pay to register.com a fee of [***]
per month for the Initial Term (as defined in Section 6.1.3 below).
This fee will be paid by Concentric to register.com within fifteen
(15) days of the beginning of each monthly period during the Initial
Term. If such payment is not made timely, Concentric will pay a late
fee equal to 1.5% for each month or portion thereof until all past-due
obligations are paid.

4.2. Incentive Payment. Concentric will pay to register.com [***] for each
Concentric Opportunity that becomes a "Qualified Concentric Customer".
For the purposes of this Section 4.2, a Qualified Concentric Customer
shall mean a Web Hosting or E-Commerce customer that meets all of the
following conditions: (a) is identified as a Concentric Opportunity
responding to a Concentric Offer; (b) purchases a fee-bearing account
of the type that incurs a monthly charge; (c) successfully completes
two (2) billing cycles with Concentric, and; (d) is not among the
first [***] of all Concentric Opportunities that purchase Web Hosting
or E-Commerce services from Concentric in a given month. Concentric
will make this incentive payment to register.com on the fifteenth day
of each month following the conversion of the customer to a Qualified
Concentric Customer. If such payment is not made timely, Concentric
will pay a late fee equal to 1.5% for each month or portion thereof
until all past-due obligations are paid.

4.3. Registration Commissions. Register.com will pay to Concentric a
one-time commission for all Net New Registrants originated by
Concentric, fulfilled by register.com, and that register gTLD Names.
The commission paid by register.com to Concentric shall be [***] of
the [***] or shall adhere to the [***], whichever amount is [***] for
a [***] of [***]. Register.com shall make this commission payment on
the fifteenth day of each month following the month during which the
Domain Registration process is completed by the Net New Registrant. If
such payment is not made timely, register.com will pay a late fee
equal to 1.5% for each month or portion thereof until all past-due
obligations are paid. For the duration of the Term, the [***]
presented in [***] may be [***] for the [***] typically offered by
register.com to other companies.

4.4. Audit. (a) Upon fifteen (15) business days prior notice to one Party,
the other Party may have access to the other Party's relevant
databases and records to conduct an audit for the sole purpose of
verifying the commissions and incentive payments due hereunder, as the
case may be. Each Party shall grant the other such access for a
maximum of two (2) requests during each of the Initial Term and, if
applicable, the Renewal Term (as defined in Section 6.1.4 below).
Audits shall be conducted during regular business hours and shall not
unreasonably interfere with normal business. Such audit shall be
solely at the auditing Party's expense. However, if the audited Party
has either overcharged or underpaid the auditing Party by more than
five percent (5%) for the time period subject to audit, then the
audited Party shall pay the reasonable expenses of such audit. The
findings of any audit conducted under this Section 4.4 shall be
subject to the confidentiality requirements of Section 8.

5. OTHER SERVICE AGREEMENTS

5.1. Domain Parking. During the Term, Register.com will provide a domain
parking service for all Net New Registrants whereby any domain not
explicitly moved elsewhere will be associated with the DNS of
register.com. During the Term, Register.com will not offer domain
parking to any other company.

<PAGE>

5.2. [***] If during the Term, Register.com decides to [***] the [***]
served by the [***], which [***] currently owned and operated by
register.com, it shall provide to Concentric written notice of such
decision. Concentric shall have the right to [***] for the [***] of
the [***]. If the Parties do not reach agreement on the price, terms
and conditions of such [***] within twenty (20) business days of
register.com's written notice to Concentric, then register.com shall
have the right to [***] the [***]. However, if the price to be paid
for the [***] is equivalent to or less than the Concentric's last
written [***], Concentric shall have the [***] and the [***] to [***]
at the price described in the last written offer to register.com. Any
such [***] agreement will be subject to a definitive written agreement
containing reasonably customary terms and conditions for agreements of
that type and that is executed and delivered by both Parties.

5.3. Server Co-Location. If at any time during the Term, register.com
decides to open another server hosting facility in the United States
or another country served by Concentric, register.com will use
Concentric's server co-location facilities. Concentric shall provide
such server co-location services that are at competitive prices, terms
and conditions. If such competitive prices, terms and conditions are
not made available by Concentric to register.com, register.com's
obligations under this Section 5.4 to use Concentric's co-location
services are relieved.

5.4. Reselling of Private Label Web Hosting Services. Register.com shall
have the right to resell under a Private Label Concentric's Web
Hosting and E-commerce services integrated with register.com's Domain
Registration service. Register.com will be subject to all prices,
terms and conditions of Concentric's master-reseller agreement for Web
Hosting and E-commerce services, attached hereto in Exhibit D.

6. TERM AND TERMINATION

6.1. Term Definitions. The following definitions shall be used in this
Section 6 and throughout the Agreement to govern the term of this
Agreement and any termination thereof.

6.1.1. "Effective Date" shall mean the date that the Investment is
consummated.

6.1.2. "Launch Date" shall mean the first day of the month following
the month during which Concentric and register.com complete the
integration of the register.com Web Properties and Domain
Registration process with Concentric Web Hosting and E-Commerce
services such that all obligations of Section 2 of this
Agreement can be fulfilled, or such other date as mutually
agreed to by the Parties.

6.1.3. "Initial Term" shall mean the period commencing on the Launch
Date and continuing for a period of twelve (12) months.

6.1.4. "Renewal Term" shall mean the period commencing on the
termination of the Initial Term and continuing for a period of
twelve months.

6.1.5. "Term" shall mean the period encompassing both periods of the
Initial Term and the Renewal Term.

6.2. Term. This Agreement shall be effective on the Effective Date and
shall continue until the expiration of the Initial Term, unless sooner
terminated in accordance with Section 6.3 or extended in accordance
with Section 6.5. If the Investment is not consummated on or before
June 30, 1999, this Agreement shall be null and void as though never
executed and delivered by the Parties.

6.3. Termination for Cause. In addition to any other rights and/or remedies
that either Party may have under the circumstances, all of which are
expressly reserved, either Party may terminate this Agreement if:

6.3.1. The other Party is in material breach of any warranty,
representation, term, condition or covenant of this Agreement
and, if such breach is curable, fails to cure that breach
within thirty (30) days after written notice thereof (except
that all payment defaults shall be cured within five (5) days
without the need for written notice), or;

6.3.2. The other Party makes any assignment for the benefit of
creditors or similar transfer; or suffers or permits the
commencement of any form of insolvency or bankruptcy
proceeding; or has any petition under any bankruptcy law filed
against it, which petition is not dismissed within (60) days of
such filing; or has a trustee or receiver appointed for its
business assets or any part thereof.

<PAGE>
6.3.3. Register.com fails to achieve the minimum commitments for
Concentric Opportunities established in Section 2.8 and Exhibit
C for two (2) consecutive monthly periods.

6.4. Effect of Termination. The termination or expiration of this Agreement
shall have no effect upon any other then-current written agreements
between the Parties unless such other agreements expressly provide
otherwise. Following the expiration or termination of this Agreement,
Sections 1,2.5 (except for Section 2.5.5), 4.4, 8, 9, 10, 11, and 12
shall survive, except that the provisions of Section 2.5 shall not
survive beyond one year after the termination of this Agreement. In
addition, the financial obligations created under Sections 4.1, 4.2,
and 4.3 and accrued through the date of termination shall survive
until all amounts due either Party at the time of termination of the
Agreement are paid in full.

6.5. [***] No earlier than [***] days and no later than [***] days prior to
the end of the Initial Term, Concentric shall have the right to [***]
the agreement for the [***] at [***] prices, terms and conditions,
taken as a whole which shall be no less favorable, in all material
respects, than prices, terms and conditions agreed to [***] or [***].

7. [***]

If during the Term, register.com enters into an agreement that provides any
pricing, terms or conditions to [***] or [***] under this agreement that,
when taken as a whole, are [***] in this Agreement, then register.com shall
[***] in writing within five (5) days to provide Concentric with [***] and
[***] that, when taken as a whole, are [***] or [***].

8. CONFIDENTIALITY AND PUBLICITY

8.1. Confidentiality. The Parties acknowledge and agree that the terms and
conditions of the Non-Disclosure Agreement dated March 22, 1999 (the
"NDA"), entered into by and between the Parties are incorporated into
this Agreement and that all the terms of this Agreement and all
discussions and negotiations related thereto and all information
exchanged pursuant hereto are considered Confidential Information as
defined in the NDA. In the event that any of the incorporated terms of
the NDA are inconsistent with or conflict with this Agreement, then
the terms of this Agreement shall prevail. The customer information
provided to Concentric under Section 2.4 will not be subject to the
terms of the NDA, but instead will be governed by Section 2.4.

8.2. Press Releases. Concentric and register.com will issue a joint press
release announcing their commercial and financial relationship at
least fourteen (14) days prior to any similar press release by
register.com in conjunction with another Web Hosting or E-Commerce
provider. At no time will either Party issue any press release or make
any public announcement(s) relating in anyway whatsoever to this
Agreement or the relationship established by this Agreement without
the express prior written consent of the other Party, except as
required by law.

9. REPRESENTATIONS AND WARRANTIES

9.1. General. Each Party represents and warrants that: (a) it has the right
and authority to enter into this and to fully perform its obligations
hereunder; (b) the services and goods it provides do not infringe upon
the intellectual property rights of any third party; and (c) by
entering into this Agreement, it will not violate, conflict with or
result in a material default under any other contract, agreement,
indenture, decree, judgment, undertaking, conveyance, lien or
encumbrance to which it is a party or by which it or any of its
property is or may become subject or bound.

9.2. Legal Authorization. Each Party represents and warrants to the other
Party that it will, at its own expense, make, obtain, and maintain in
force at all times during the term, all applicable filings,
registrations, reports, licenses, permits and authorizations in order
for it to operate to perform its obligations under this Agreement.
- --------
*** Represents material that has been redacted pursuant to a request for
confidential treatment pursuant to Rule 406 under the Securities Act of
1933, as amended. Omitted material for which confidential treatment has been
requested has been filed separately with the Securities and Exchange
Commission.
<PAGE>

9.3. Legal Compliance. Both Parties represent and warrant that they will,
at their own expense comply with all laws, regulations and other legal
requirements that apply to them and this Agreement, including
copyright, privacy and communications decency laws. Both Parties
represent and warrant that no consent, approval or authorization of or
designation, declaration or filing with any governmental authority is
required in connection with the valid execution, delivery and
performance of this Agreement.

9.4. Y2K Compliance. Register.com hereby represents and warrants to
Concentric that the hardware and software that comprise register.com
Domain Registration services and all related products provided
pursuant to this Agreement are, and will at all times remain "Year
2000 Compliant" defined herein as the ability to: (a) correctly handle
date information needed for the December 31, 1999 to January 1, 2000
date change; (b) function properly without changes in operation
resulting from the advent of the new century assuming correct
configuration; (c) where appropriate, respond to two digit date input
in a way that resolves the ambiguity as to century in a disclosed,
defined and predetermined manner; (d) if the date elements in
interfaces and data storage specify the century, store and provide
output of date information in ways that are unambiguous as to century;
and (e) recognize year 2000 as a leap year.

9.5. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 9 NEITHER PARTY
MAKES ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.
CONCENTRIC EXPRESSLY DISCLAIMS ANY WARRANTY THAT ACCESS TO OR USE OF
THE CONCENTRIC WEB HOSTING OR E-COMMERCE SERVICES WILL BE
UNINTERRUPTED OR ERROR-FREE. REGISTER.COM EXPRESSLY DISCLAIMS ANY
WARRANTY THAT ACCESS TO OR USE OF REGISTER.COM'S DOMAIN REGISTRATION
SERVICES WILL BE UNITERUPTED OR ERROR-FREE.

10. INDEMNIFICATION

A party ("Indemnifying Party") shall, at its expense and the request of the
other party ("Indemnified Party"), defend any third-party claim or action
brought against the Indemnified Party, to the extent it is based upon a
breach of any representation or warranty of the Indemnifying Party in
Section 9 (collectively, "Indemnified Claims"). The Indemnified Party shall
promptly notify the Indemnifying Party in writing, specifying the nature of
the action and the total monetary amount sought or other such relief as is
sought therein. The Indemnified Party shall cooperate with the Indemnifying
Party at the Indemnifying Party's expense in all reasonable respects in
connection with the defense of any such action. The Indemnifying Party may
upon written notice to the Indemnified Party undertake to control and
conduct all proceedings or negotiations in connection therewith, assume and
control the defense thereof, and if it so undertakes, it shall also
undertake all other required steps or proceedings to settle or defend any
such action, including the employment of counsel which shall be reasonably
satisfactory to the Indemnified Party, and payment of all reasonably
incurred expenses. The Indemnified Party shall have the right to employ
separate counsel to provide input into the defense, at Indemnified Party's
own cost. The Indemnifying Party shall reimburse the Indemnified Party upon
demand for any payments made or loss suffered by it at any time after the
date of tender, based upon the judgment of any court of competent
jurisdiction or pursuant to a bona fide compromise or settlement of claims,
demands, or actions, in respect to any damages to which the foregoing
relates. The Indemnifying Party shall not settle any claim or action under
this Section 10 on the Indemnified Party's behalf without first obtaining
the Indemnified Party's written permission, which permission shall not be
unreasonably withheld or delayed, and the Indemnifying Party shall indemnify
and hold the Indemnified Party harmless from and against any costs, damages
and fees reasonably incurred by Indemnified Party, including but not limited
to fees of attorneys and other professionals, that are attributable to such
Indemnified Claims. The Indemnified Party shall provide the Indemnifying
Party reasonably prompt notice in writing of any such Indemnified Claims and
provide the Indemnifying Party with reasonable information and assistance,
at the Indemnifying Party's expense, to help the Indemnifying Party to
defend such Indemnified Claims.

<PAGE>

11. LIMITATION OF LIABILITIES

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR (A) ANY AMOUNT IN EXCESS OF
THE AMOUNTS PAYABLE UNDER SECTION 4; OR (B) ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO
THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE,
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS
SECTION SHALL NOT APPLY TO EITHER PARTY'S (X) CONFIDENTIALITY OBLIGATIONS
UNDER SECTION 8; (Y) BREACH OF ITS REPRESENTATIONS, WARRANTIES AND COVENANTS
UNDER SECTION 12.3; AND (Z) INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.

12. GENERAL PROVISIONS

12.1. Assignment. Neither Party may assign this Agreement or any rights
and/or obligations hereunder without the other Party's prior written
approval, which shall not be unreasonably withheld or delayed;
however, either party may, without the other Party's approval, assign
all its rights and obligations to an entity that either is an
affiliate or an unaffiliated party that agrees in writing to be bound
in connection with a merger, acquisition, or sale of all or
substantially all of such Party's assets. Any attempted assignment,
sub-license, transfer, encumbrance, or other disposal without such
consent shall be void and shall constitute a material default and
breach of this Agreement

12.2. Proprietary Rights. The Parties agree that Concentric and/or its
suppliers shall retain all right, title, and interest in Concentric's
Web Hosting and E-Commerce services and any and all content,
technology, and materials delivered by Concentric to register.com
pursuant to this Agreement. The Parties further agree that
register.com and/or its suppliers shall retain all right, title and
interest in register.com's Domain Registration services and any and
all content, technology, and materials delivered by register.com to
Concentric pursuant to this Agreement. Neither party shall have any
rights to any materials, content or technology provided by the other
party hereunder except as specifically provided in this Agreement and
shall not alter, modify, copy, edit, format, translate, create
derivative works of or otherwise use any materials, content or
technology provided by the other party except as explicitly provided
herein or approved in advance in writing by the other Party.

12.3. Each Party shall remain the owner of all right, title and interest in
and to its trademarks, service marks, logos and tradenames, content
and web sites, and no right, title in or to such is conveyed to the
other Party by this Agreement. Each Party will comply with all
reasonable guidelines and directions of the other Party with respect
to the use of the other Party's trademarks, service marks, logos and
tradenames. All goodwill arising out of a Party's use of the other
Party's trademarks, service marks, logos and tradenames will inure
solely to the benefit of the other Party. Each Party reserves the
right to update, alter, modify and delete the content of its
respective web sites and it respective trademarks, service marks,
logos and tradenames at will, from time to time, and without notice to
or permission of the other Party.

12.3.1. Register.com may use the Concentric logo solely for the
purposes of fulfilling the obligations of Section 2 of this
Agreement. Register.com shall fully correct and remedy any
deficiencies in its use of the Concentric logo, upon
reasonable notice from Concentric. Concentric shall have the
sole right to and at its sole discretion may commence,
prosecute or defend, and control any action concerning the
Concentric logo.

12.3.2. Concentric may use the register.com logo solely for the
purposes of fulfilling the obligations of Section 3 of this
Agreement. Concentric shall fully correct and remedy any
deficiencies in its use of the register.com logo, upon
reasonable notice from register.com. Register.com shall have
the sole right to and at its sole discretion may commence,
prosecute or defend, and control any action concerning the
register.com logo.

<PAGE>

12.4. Independent Contractors. The Parties are independent contractors with
respect to each other, and nothing in this Agreement shall be
construed as creating an employer-employee relationship, a
partnership, agency relationship or a joint venture between the
Parties

12.5. Third Party Beneficiaries. Except as specifically provided herein,
this Agreement does not provide and shall not be construed to provide
third parties, including any customer, with any remedy, claim, and
cause of action or privilege. The Parties specifically acknowledge and
agree that Concentric's operating subsidiaries are intended third
party beneficiaries of the rights under this Agreement; provided
however, that such third party beneficiaries shall agree in writing to
be bound by the terms of this Agreement.

12.6. Expenses. Each Party shall pay all costs and expenses that it incurs
with respect to the negotiation, execution, delivery and performance
of this Agreement.

12.7. Governing Law. This Agreement is to be construed in accordance with
and governed by the internal laws of the State of New York without
giving effect to choice of law. Any dispute or claim arising out of or
in connection with this Agreement or the performance, breach or
termination thereof, shall be finally settled by binding arbitration
in New York City, New York under the Rules of Arbitration of the
American Arbitration Association by an arbitrator appointed in
accordance with those rules. Judgment on the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
Notwithstanding the foregoing, either party may apply to any court of
competent jurisdiction for injunctive relief without breach of this
arbitration provision. If any legal action or other legal proceeding
(including arbitration) relating to the transactions under this
Agreement or the enforcement of any provision of this Agreement is
brought against any Party hereto, the prevailing Party shall be
entitled to recover reasonable attorneys' fees, costs and
disbursements

12.8. Force Majeure. Neither Party shall be responsible for any failure to
perform any obligation or provide service hereunder because of any (i)
act of God, (ii) war, riot or civil commotion, (iii) governmental acts
or directives, (iv) strikes, work stoppage, or equipment or facilities
shortages not in the reasonable control of either Party, or (v) other
similar force beyond such Party's reasonable control.

12.9. Severability. If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, each party agrees that such
provision shall be enforced to the maximum extent permissible so as to
effect the intent of the parties, and the validity, legality and
enforceability of the remaining provisions of this Agreement shall not
in any way be affected or impaired thereby. If necessary to effect the
intent of the parties, the parties shall negotiate in good faith to
amend this Agreement to replace the unenforceable language with
enforceable language that reflects such intent as closely as possible.

12.10. Notices. All notices and requests in connection with this Agreement
shall be given in writing and shall be deemed given as of the day
they are received if received by noon on a business day in the city
of receipt (otherwise on the next business day) either by messenger,
delivery service, or in the United States of America mail, postage
prepaid, certified or registered, return receipt requested, and
addressed as follows:

TO CONCENTRIC TO REGISTER.COM
Concentric Network Corporation Register.com, Inc.
1400 Parkmoor Avenue 575 Eighth Avenue, 11th Floor
San Jose, CA 95126 New York City, NY 10018
Phone: 408.817.2800 Phone: 212.798.9100
Fax: 408.817.2810 Fax: 212.594.9448
Attention: James Isaacs Attention: Alan Breitman

or to such other address a Party may designate pursuant to this
notice provision.

12.11. Entire Agreement. This Agreement, which includes the Exhibits and
other agreements expressly referenced herein, including the NDA,
constitutes the entire agreement between the parties concerning the
subject matter hereof and with the exception of the NDA, supersedes
any prior agreements, representations, statements, negotiations,
understandings, proposals or undertakings, oral or written, with
respect to the subject matter expressly set forth herein. The
headings contained in this Agreement are for convenience of reference
only, shall not be deemed to be a part of this Agreement and shall
not be referred to in connection with the construction or
interpretation of this Agreement. Any amendment or supplement to this
Agreement shall be in writing and duly executed by both parties.

<PAGE>

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
written above in the first sentence of this Agreement.

<TABLE>
<CAPTION>
CONCENTRIC NETWORK CORPORATION FORMAN INTERACTIVE CORP.
<S> <C>

/s/ John Peters /s/ Richard D. Forman
- -------------------------------------------------- -------------------------------------------------
By (Sign) By (Sign)

John Peters Richard D. Forman
- -------------------------------------------------- -------------------------------------------------
Name (Print) Name (Print)

E.V.P. President and C.E.O.
- -------------------------------------------------- -------------------------------------------------
Title Title

06/25/1999 06/25/1999
- -------------------------------------------------- -------------------------------------------------
Date Date
</TABLE>

<PAGE>

EXHIBIT A

[GRAPHIC: Screen shot of register.com homepage.]

<PAGE>

EXHIBIT B

[GRAPHIC: Screen shot of register.com web page for websites under construction,
including statement: "Coming Soon! You have reached my future website. We
recently registered our domain name at. . . register.com the first step on the
web."]

<PAGE>

EXHIBIT C

Guaranteed Monthly Minimums for the Duration of this Agreement:

Minimum
Concentric
Month Opportunities
----- -------------
1 [***]
2 [***]
3 [***]
4 [***]
5 [***]
6 [***]
7 [***]
8 [***]
9 [***]
10 [***]
11 [***]
12 [***]

<PAGE>

EXHIBIT D

[Standard Concentric Reseller Agreement Attached Hereto, for reference only]

<PAGE>

EXHIBIT E

Sample Proposed Concentric Offer for last page of Domain Registration Process:

[GRAPHIC: Screen shot of register.com Business Resources page.]

<PAGE>

EXHIBIT F

[Standard register.com Advertising Terms and Conditions
Attached Hereto, for reference only]

<PAGE>

EXHIBIT G

Commission Schedule for Origination of Net New Registrants

regs./mo. Comm. %
[***] [***]
[***] [***]
[***] [***]
[***] [***]

This commission schedule is subject to change by register.com with written
notification to Concentric.

<PAGE>

EXHIBIT H

Calculation of "Industry Standard Registration Time"

Industry Standard Registration Time shall be calculated, by a third-party
mutually agreeable to both Parties, as follows:

1) The top five (5) companies registering gTLD Names are identified by the
number of domains registered in the month during which Concentric provided
register.com with written notification of register.com's performance
problem as described in Section 3.4.
2) The time required to complete the Domain Registration process is gathered
for a typical customer of each of the top five companies identified in Step
1 above.
3) The Industry Standard Registration Time shall be the median of the five (5)
registration times gathered in Step 2 above.