Exhibit H


iDomains Registry Operator’s Proposal








This Memorandum of Understanding (MOU) is made and entered into as of this 29th day of September, 2000, by and between


iDomains, Inc. (“RO”), a corporation organized under the laws of the Commonwealth of Pennsylvania, with its principal place of business in Bethlehem, Pennsylvania, U.S.A.,




The Internet Council of Registrars (“CORE”) a non-profit asROciation organized under the laws of Switzerland with its principal place of business in Geneva, Switzerland


1.      WHEREAS, RO intents to file on October 2, 2000 a proposal with the Internet Corporation for Assigned names and Numbers ("ICANN") in order to obtain the delegation as registry operator of the operation and management of the generic top level domain ("TLD") to be known as  ".BIZ".


2.      WHEREAS, CORE is a leading association of registrars that has developed the technology necessary to provide, among other, registry services for the management of TLDs.


3.      WHEREAS RO wishes to retain CORE as its back-end registry services subcontractor to be the provider of certain registry services in connection with the operation and management of the .BIZ TLD delegated to RO, and CORE wishes to be so retained;


NOW THEREFORE, in consideration of the benefits arising from the submission of RO's application to operate and manage the .BIZ TLD, and of the potential benefits to CORE and RO, should ICANN approve and accept such application and complete an appropriate agreement with RO, the parties hereby agree to enter into this MOU in accordance with the following  terms:



1.      Purpose of this MOU


1.1  The MOU describes the proposed terms that will govern the collaboration between RO and CORE for the operation and management of the ".BIZ" TLD, should ICANN approve and accept RO's proposal on the ".BIZ" TLD.  Upon approval and acceptance of the above mentioned proposal by ICANN, RO and CORE (or its successor for the provision of registry services resulting from its legal reestructuring) will negotiate in good faith a binding definitive agreement (the "Definitive Agreement") to be concluded within ninety (90) days from said approval or within such other time as the parties may subsequently agree in writing.  The transaction contemplated by this MOU has been approved by the Executive Committee of CORE, subject to ratification by the CORE membership.


2.       Principal Terms of the Definitive Agreement


2.1  Relationship of the Parties and object of the Definitve Agreement.


2.1.1        RO will be the registry operator and manager of the .BIZ TLD. CORE will be the back-end registry subcontractor and will provide the registry services described in Annex 1 attached to this MOU (the Registry Services). In providing the Registry Services, CORE will meet fair and adequate minimum service levels which will be agreed upon by the parties in the Definitive Agreement.


2.1.2        CORE will maintain and process information and data arising from and relating to the Registry Services performed under the Definitive Agreement. CORE acknowledges that all data and information arising from or relating to the .BIZ TLD will be owned by RO (RO Data), and will be provided to RO upon request in a commercially standard data format. CORE will use RO Data  in a manner that is consistent with the privacy of registrants in the .BIZ TLD, the policies and procedures established by RO and ICANN policies and principles.


2.1.3        CORE will provide reports to RO in a form and on a schedule to be agreed upon by RO and CORE that will allow RO to properly operate the .BIZ TLD.  RO will be able to inspect and audit the books and records of CORE relating to or arising from the .BIZ TLD or CORE's performance of services for RO, subject to reasonable notice, time and place restrictions.


2.1.4        RO and CORE will enter into a Data escrow agreement, pursuant to which CORE will deposit with a reputable escrow agent mutually appointed by the parties all RO Data, in a form and on a schedule to be agreed upon by RO and CORE. The RO Data will be transferred to RO and/or ICANN upon expiration or termination of the Definitive Agreement, and upon such other events as the parties may agree or ICANN may require to ensure the reliable and continuous operation of the .BIZ TLD.


2.1.5        CORE acknowledges that the .BIZ TLD is intended to be a restricted TLD subject to the policies and procedures established by RO.  CORE will follow all policies and procedures for the management of the .BIZ TLD established by RO initially and any modifications thereof. In this respect, RO and CORE will meet when needed to discuss the technical implications of the policies proposed by RO. 


2.1.6        RO and CORE acknowledge that the .BIZ TLD will be operated subject to the governance of ICANN and both RO and CORE will follow all policies and procedures established by ICANN that are applicable to the .BIZ TLD.


2.2  Remuneration for the Registry Services.


2.2.1        For the rendering of the Registry Services, RO will pay to CORE a cost recovery fee for each registration with the .BIZ TLD (the Registry Services Fee), that will be agreed upon by the parties in the Definitive Agreement. The parties anticipate that the Registry Services Fee shall be between $1.00 USD and $3.00 USD per year of Registration, although a different Registry Services Fee may be fixed in the Definitive Agreement if the parties so agree. As well, RO will pay to CORE for certain non-recurring expenses ("NREs") arising from the initial start-up of the .BIZ TLD, of a nature and in an amount to be agreed upon by the parties.


2.2.2        RO will set the fees for the registration of a domain name with the .BIZ TLD.  Said fees will be paid directly to RO by the registrars accredited to register with the .BIZ TLD, and RO will remit the Registry Services Fees to CORE, on the terms to be agreed upon by the parties.


2.2.3        CORE will provide RO a quarterly report setting forth the number of commissioned registrations in the previous calendar quarter.


2.3  Term and Termination


2.3.1        The initial term of the Definitive Agreement will be four (4) years or such different term as ICANN may require. Upon expiration of the initial term, the Definitive Agreement will automatically renew for succesive periods of one (1) year unless either party notifies to the other its intention to terminate the Definitive Agreement by giving to the other one hundred eighty (180) days notice prior to the end of the initial or the successive terms of the Definitive Agreement.


2.3.2        The Definitive Agreement will also establish the causes of early termination, including, without limitation, a material breach of any of the obligations set forth in the Definitive Agreement by the party and that party's failure to cure such breach within thirty (30) days of the receipt of the written notice sent by the non breaching party.


2.3.3        In the event of expiration or termination of the Definitive Agreement by any reason, the parties will cooperate to ensure the continued operation of the .BIZ TLD until the registry back-end operation is transferred to a successor registry service subcontractor.


2.4  Confidential Information and Proprietary Rights


2.4.1        The Definitive Agreement will establish the obligation of the parties to keep in confidence the confidential information of the other party, as defined in the Definitive Agreements and in the terms set forth by the parties. The parties will established the measures necessary to avoid the non-authorised disclosured by third parties or by their own personnel.


2.4.2        The parties will agree not to infringe the proprietary rights of the other party and to cooperate, to a reasonable extend, with the other party in the defense of the proprietary rights of the other party in connection with infringements arising from or related to the activities governed by the Definitive Agreement.


2.5  Representations and Warranties


2.5.1        The Definitive Agreement will contain clauses establishing the representations, warranties, indemnities and insurances, as it is common practice in similar service agreements. These clauses will be drafted in a manner such that each party fairly bears the risks arising from its own conduct.  


2.6  General and Additional Provisions


2.6.1        The Definitive Agreement will also contain other additional terms and conditions as the parties may agree upon and which are common practice in similar service agreements (such as, notices, force majeure, etc).


3.      Expenses


3.1  The parties agree that each party will bear its own costs and expenses (including legal fees) arising from the completion of this MOU and the negotiation and completion of the Definitive Agreement.


4.      Disclosures and Publicity


4.1  CORE authorises RO to submit this MOU to ICANN. Each party authorises to the other to fairly and accurately describe the existing and proposed relationship between RO and CORE in any materials or communications provided to ICANN.


4.2  Neither party will issue any press release or make any public announcement  using the names, marks or identifiers of the other party without the other party's prior written permission, which shall not be unreasonably withheld.


5.      General Terms


5.1  If for any reasons, ICANN indicates that it will not accept CORE
as subcontractor of the back-end registry services for the .BIZ TLD,
CORE will offer to RO the possibility to enter into a license agreement
pursuant to which CORE will grant to RO a non-exclusive license for the use of the Shared Registry System (SRS) in con-nection with the operation of
the .BIZ TLD.  The parties will negotiate in bona fide the other terms and
conditions for the granting of such license.  Alternatively, iDomains would be
permitted to terminate this MOU and contract with a different
back-endprovider to perform the subcontracted functions.  Further, in the
event that ICANN suggests that iDomains work with one or more other applicants in the development of a .BIZ or similar registry, iDomains would be
permitted to terminate this MOU and contract with a different back-end provider to perform the subcontracted functions.


5.2  This MOU supersedes any previous understandings, representations or agreements, whether written or oral, that may have been made or entered into by the parties relating to the subject matter hereof.


5.3  The parties may not assign their rights and obligations hereunder to any third party without the prior written permission of the party which permission will not be unreasonably withheld, provided however, that either party may freely assign its rights and obligations arising from this MOU to a single third party in connection with the merger, acquisition, or reorganization of its legal structure of such party where such third party accepts in writing the obligation to perform all of the transferred obligations hereunder.


5.4  This MOU will be governed by the laws of Switzerland. The parties shall make a good faith attempt to resolve any dispute or claim arising out of or related to this MOU through negotiation withing forty five (45) days after written notice to the other party summarising the nature of the dispute. If the dispute is not resolved in such period of time, the matter shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules.


IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed in two (2) counterpart originals by their authorised representatives as of the day and year first set forth above.


iDomains, Inc.



CORE Internet Council of registrars



/s/ M. Scott Hemphill




/s/  Werner Staub






M. Scott Hemphill


Werner Staub






VP & General Counsel


Head of Secretariat












Annex 1: Registry Services


1.                  CORE operates the central database for the TLD.  It stores the domains contained in the TLD, the contacts and the name server data.In addition, CORE operates the name servers, which contain the TLD zone, and the whois server, which gives limited public access to the data stored in the central database. The operation of the name servers and whois server conforms to the Definitive Agreement and to the requirements specified by ICANN.


2.                  The underlying data model of the central database is defined by CORE. Although RO has the ability to define a small set of additional data fields to domain names and contacts in order to associate those objects with an identification system eventually used by RO, the main objective is to have a similar data model to other TLDs operated by CORE and other registries for the benefit of the registrars and the internet community in general.


3.                  CORE accepts domain registrations that conform to the sub-domain model specified by RO.


4.                  RO has access to the central database in order to create, modify and delete domains and related data.


5.                  For accounting and similar purposes, RO receives a list (as a file) of the domains, their holders and the registration period on a regular basis.


6.                  If RO decides to accredit third parties to operate as registrars (RAs), CORE enables RO to:


I      set up restrictions on the names of the domains which can be registered  by the RAs by specifying rules and/or exclusion lists;


II     review creations, modifications and deletions of domains applied by the RAs and either to accept or decline it. The review process is specified by the Definitive Agreement, whereas the objective is to limit the involvement of CORE in it;


III   receive RA related information for accounting purposes on a regular basis;

IV   create, modify or delete objects on behalf of a RA in order to correct errors or misconduct of the Ras;


7.                  CORE supplies a protocol usable for the remote access to the central database by RO and RAs. Depending on the Definitive Agreement, CORE may supply corresponding client software and/or a web interface to the central database.