Appendix E

ARTICLES OF INCORPORATION

OF

.KIDS DOMAINS, INC., A CALIFORNIA CORPORATION

ARTICLE ONE

The name of this corporation is:  .KIDS DOMAINS, INC.

ARTICLE TWO

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE THREE

The name and address in the State of California of the corporation's initial agent for service of process is H. Page Howe, 3 74 N. Coast Highway I 0 1, Suite F- 14, Encinitas, California 92024.

ARTICLE FOUR

The total number of shares which this corporation is authorized to issue is one hundred million (100,000,000), all of the same class, no par value, designated as "Common Stock."

ARTICLE FIVE

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

ARTICLE SIX

The corporation is authorized to indemnify the agents (as defined in Section 317 of the California Corporations Code) of the corporation to the fullest extent permissible under California law.

D/2232/misc/07b

The undersigned declares that he has executed these Articles oration and that this instrument is the act and deed of the undersigned.

Date: September 28, 2000

Joel L. Incorvaia

Incorporator

D/2232/misc/07b                          

2

Appendix F

[COMMENT1]            BYLAWS

                                                 OF

                                .KIDS DOMAINS, INC.

                               A California Corporation

                    ARTICLE ONE

                            SHAREHOLDERS' MEETING

1. 1   Time of Annual Meeting.

A. The annual meeting of the shareholders will be held in the month of December in each year at a time convenient to all shareholders, at which time the shareholders will elect by plurality vote a Board of Directors, consider reports of the affairs of the corporation and transact such other business that is properly brought before the meeting.

B.  If there is a failure to hold the annual meeting for a period of sixty (60) days after the month designated therefor as provided in paragraph 1.1(A) of these Bylaws, any shareholder may apply to the superior court of the county in which the corporation's principal executive office is located for an order compelling the corporation to hold the meeting.  The shares represented at the meeting so held, either in person or by proxy, and entitled to vote at the meeting will constitute a quorum for the purpose of such meeting, notwithstanding any provision of the Articles of Incorporation, these Bylaws or the General Corporation Law of the State of California to the contrary.

1. 2   Place of Meetings.

Annual meetings and special meetings of the shareholders will be held at such place, within or without the State of California, the directors from time to time fix.  Whenever the directors fail to fix such place, the meetings will be held at the principal executive office of the corporation.

1. 3   Calling and Notice of Annual Meeting.

A. Call of Annual Meeting:

Annual meetings of the shareholders may be called by the directors, by the Chairman of the Board, if any, Vice-Chairman of the Board, if any, the President, if any, the Secretary, or by any officer instructed by the directors to call the meeting.

B.  Notice:

(1) Time and Manner:

Written notice stating the place, day and hour of each shareholders' meeting and, in the case of a special meeting, the general nature of the business to be transacted or, in the case of an annual meeting, those matters which the Board of Directors, at the time of mailing of the notice, intends to present for action by the shareholders, must be given not less than ten days (or not less than any such other minimum period of days that is prescribed by the General Corporation Law) or more than sixty days (or more than any such maximum period of days that is prescribed by the General Corporation Law) before the date of the meeting, by mail, personally or by other means of written communication.  Such written notice shall be prepared by or at the direction of the directors, the President, if any, the Secretary, or the officer or persons calling the meeting, and shall be addressed to each shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice, or, if no such address appears or is given, at the place where the principal executive office of the corporation is located, or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located.  Such notice will be deemed to be delivered when deposited in the United States mail with first class prepaid postage, or sent by other means of written communication addressed to the shareholder at his address as it appears on the stock transfer books of the corporation.

(2) Contents:

The notice of any shareholders' meeting at which directors are to be elected will include the names of nominees intended at the time of notice to be presented by management for election.  At an annual meeting of shareholders, any matter relating to the affairs of the corporation, whether or not stated in the notice of the meeting, may be brought up for action, except matters which the General Corporation Law requires to be stated in the notice of the meeting.  The notice of any annual or special shareholders' meeting will also include, or be accompanied by, any additional statements, information or documents prescribed by the General Corporation Law.

(3)        Adjourned Meetings:

When a shareholders' meeting is adjourned to another time or place, notice of the adjourned meeting need not be given if the new time and place are announced at the meeting at which the adjournment is taken; provided, however, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting must be given to each shareholder.  At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

1. 4   Call and Notice of Special Meetings.

A. Persons Entitled to Call a Special Meeting:

Special meetings of the shareholders may be called by the Board of Directors, the Chairman of the Board, the President, or the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting.

B. Call of Special Meeting:

On request in writing to the Chairman of the Board, or the President, or a Vice-President, or the Secretary of the corporation by any person (other than the Board) entitled to call a special meeting of shareholders (see paragraph 1.4(A) of these Bylaws), the Chairman or officer must cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after receipt of the request.  If the notice is not given within twenty (20) days after receipt of the request, the persons entitled to call the meeting may give the notice or they may apply to the superior court of the county in which the executive office of the corporation is located for an order, after notice to the corporation giving it an opportunity to be heard, summarily ordering the giving of the notice.

C. Notice:

Except as provided in this paragraph 1.4, notice must be given in conformity with paragraph 1.3(B) of these Bylaws.

1. 5   Waiver of Notice and Other Defects.

The transaction of any shareholders' meeting, however called and noticed, and wherever held, will be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the shareholders or his proxy signs a written waiver of notice, a consent to the holding of the meeting or an approval of the minutes of the meeting.  All such waivers, consents and approvals must be filed with the corporate records or made a part of the minutes of the meeting.  Attendance of a person at a meeting constitutes a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting will not constitute a waiver of any right to object to the

consideration of matters required by the General Corporation Law to be included in the notice if such objection is expressly made at the meeting.  Except as otherwise provided in Section 601(f) of the California Corporations Code, neither the business to be transacted at nor the purpose of any regular or special meeting need be specified in any written waiver of notice.

1. 6   Conduct of Meeting.

Meetings of the shareholders will be presided over by one of the following officers in the order of seniority and if present and acting:  the Chairman of the Board, if any; the Vice-Chairman of the Board, if any; the President, if any; a Vice-President; or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the shareholders.  The Secretary of the corporation, or in his absence, an Assistant Secretary, will act as secretary of every meeting, but, if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting will appoint a secretary of the meeting.

1. 7   Quorum Provisions.

A. Majority:

A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders; provided, however, whenever shares are disqualified by the General Corporation Law from voting on any matter, they will not be considered outstanding for the determination of a quorum at a meeting to act on that matter under any other provision of the General Corporation Law or these Bylaws.

B. Loss of Quorum:

The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

C. Adjournment for Lack of Quorum:

In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no other business may be transacted, except as provided in paragraph 1.7(B) of these Bylaws.

1. 8   Effect of Vote.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter will be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the General Corporation Law or the Articles of Incorporation, and except as provided in paragraph 1.7(A) of these Bylaws.  Provided, however, whenever shares are disqualified by the General Corporation Law from voting on any matter, they will not be considered outstanding for the determination of the required vote to approve action on that matter under any other provision of the General Corporation Law, the Articles of Incorporation or these Bylaws.

1. 9     Election of Directors.

Elections for directors need not be by ballot unless a shareholder demands election by ballot at the meeting and before the voting begins.  In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares shall be elected.

1. 10   Cumulative Voting.

 Every shareholder entitled to vote at any election of directors may cumulate votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder's shares are entitled (cumulate votes), or distribute them on the same principle among as many candidates as the shareholder desires.  However, no shareholder is entitled to cumulate votes unless such candidate's or candidates' name(s) have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of the shareholder's intention to cumulate votes.  If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

1. 11   Action Without a Meeting - Written Consent.

 Except in the election of directors by written consent in lieu of a meeting, and except as may otherwise be provided by the General Corporation Law, the Articles of Incorporation or these Bylaws, any action which may be taken at any annual or special meeting of the shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by holders of shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted.  Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for election of directors.  Notice of  any shareholder approval pursuant to Sections 310, 317, 1201 and 2007 of the California Corporations Code without a meeting by less than unanimous written consent must be given at least ten (10) days before the consummation of the action authorized by such approval, and prompt notice must be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing.

1. 12   Voting of Shares by Fiduciaries, Minors or Entities.

 A. Personal Representative:

Except as provided in paragraph 1.12(H) of these Bylaws, shares held by an administrator, executor, guardian, conservator, or custodian may be voted by such holder either in person or by proxy, without a transfer of the shares into the holder's name.

 B.           Trustee:

Shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee is entitled to vote shares so held without a transfer of them into the trustee's name.

 C.           Receiver:

Shares standing in the name of a receiver may be voted by the receiver. Shares held by or under the control of a receiver may be voted by the receiver without their being transferred into the receiver's name if authority to so vote them is contained in the court order appointing the receiver.

 D.          Pledgee:

Subject to the provisions of paragraph 1.13 of these Bylaws, and except where otherwise agreed in writing, a shareholder whose shares are pledged is entitled to vote such shares until they have been transferred into the name of the pledgee, and thereafter the pledgee is entitled to vote the shares so transferred.

 E.           Minor:

Shares standing in the name of a minor may be voted and the corporation may treat all rights incident to such Shares as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the minor's age, unless a guardian of the minor's property has been appointed and written notice of the appointment is given to the corporation.

 F.           Corporation:

Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy holder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the Board of Directors of such other corporation may determine or, in the absence of such determination, by the Chairman of the Board, President, or any Vice-President of such other corporation, or by any other person authorized to do so by the Chairman of the Board, President, or any Vice-President of such other corporation.  Shares which are purported to be executed in the name of a corporation (whether or not any title of the person signing is indicated) will be presumed to be voted or the proxy executed in accordance with the foregoing provisions, unless the contrary is shown.

 G.          Subsidiary:

Shares of the corporation owned by any subsidiary of the corporation are not entitled to vote on any matter.

 H.           Corporate Fiduciary:

Shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by its subsidiary, if any, are not entitled to vote on any matter, except to the extent the settlor or beneficiary owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares.

 I. Shares in Names of Two or More Persons:

If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees (persons entitled to vote under a shareholder voting agreement) or otherwise, or if two or more persons (including proxy holders) have the same fiduciary relationship respecting the same shares, unless the Secretary of the corporation is given notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting will have the following effect:

(1)       If only one votes, such act binds all;

(2)      If more than one vote, the act of the majority so voting binds all; or

(3)      If more than one vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.

If the instrument so filed or the registration of the shares shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of the above will be a majority or even split in interest.

1. 13   Proxy Representation.

 Every shareholder may authorize another person or persons to act as his proxy at a meeting or by written action.  No proxy is valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in the proxy.  Every proxy will be revocable at the pleasure of the person executing it prior to the vote or written action pursuant thereto, except as otherwise provided by the General Corporation Law.  As used in these Bylaws, a "proxy" means a written authorization signed by a shareholder or a shareholder's attorney in fact giving another person or persons power to vote or consent in writing with respect to the shares of such shareholder, and "signed" means the placing of such shareholder's name on the proxy, whether by manual signature, typewriting, telegraphic transmission or otherwise by such shareholder or such shareholder's attorney in fact.  Where applicable, the form of any proxy must comply with the provisions of Section 604 of the California Corporations Code.

1. 14   Inspectors - Appointment.

 In advance of any shareholders' meeting, the Board of Directors may appoint inspectors of election to act at the meeting and any adjournment thereof.  If inspectors of election are not so appointed, or, if any persons so appointed fail to appear or refuse to act, the Chairman of any meeting of shareholders may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election, or persons to replace any of those who so fail or refuse at the meeting.  The number of inspectors shall be either one (1) or three (3).  If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented in person or by proxy will determine whether one or three inspectors are to be appointed.

The inspectors of election will determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity, and effect of proxies, receive votes, ballots, if any, or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls will close, determine the result, and do such acts that are proper to conduct the election or vote with fairness to all shareholders.  If there are three (3) inspectors of election, the decision, act, or certificate of a majority will be effective in all respects as the decision, act, or certificate of all.

1. 15   Voting Trust.

Shares may be transferred by written agreement to trustees in order to confer on them the right to vote and otherwise represent the shares for such period of time, not exceeding ten (10) years, as may be specified in the agreement.  At any time within two (2) years prior to the time of expiration of any voting trust agreement as originally fixed or as last extended as provided in this paragraph, one or more beneficiaries under the voting trust agreement may, by written agreement and with the written consent of the voting trustee or trustees, extend the duration of the voting trust agreement with respect to their shares for an additional period not exceeding ten (10) years from the expiration date of the trust as originally fixed or as last extended as provided in this paragraph.  A duplicate of the voting trust agreement and any extension thereof must be filed with the Secretary of the corporation and will be open to inspection by a shareholder, a holder of a voting trust certificate, or the agent of either, on the same terms as the record of shareholders of the corporation is open to inspection.

                                       ARTICLE TWO

                                         DIRECTORS

2. 1   Function and Responsibilities.

The business and affairs of the corporation will be managed and all corporate powers will be exercised by or under the direction of its Board of Directors.  The Board of Directors may delegate the management of the day-to-day operation of the business of the corporation to a management company or other persons, provided the business and affairs of the corporation are managed and all corporate powers are exercised under the ultimate direction of the Board of Directors.  The Board of Directors has authority to fix the compensation of directors for services in any lawful capacity.  Each director must exercise such powers and otherwise perform such duties in good faith, in the manner such director believes to be in the best interests of the corporation, and with care, including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances.

2. 2   Number on Board of Directors.

The authorized number of directors constituting the Board of Directors until further changed is seven (7).  The authorized number of directors constituting the Board must be at least three (3), except that (a) whenever the corporation has only two (2) shareholders the number of directors may be two (2), and (b) whenever the corporation has only one shareholder the number of directors may be one (1).  Subject to the foregoing provisions, the number of directors may be changed from time to time by an amendment of these Bylaws adopted by the shareholders.  Any such amendment reducing the number of directors to fewer than seven (7) cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in writing in the case of action by written consent are equal to more than sixteen and two-thirds percent (16 2/3%) of the outstanding shares.  No decrease in the authorized number of directors will have the effect of shortening the term of any incumbent director.

2. 3   Qualification of Director.

A director need not be a shareholder of the corporation, a citizen of the United States or a resident of the State of California.   A minimum of two (2) directors shall be independent outside directors with no financial interest in the corporation.  All independent outside directors shall have at least ten (10) years of experience working in an executive capacity for a publically held company with gross annual revenues in excess of One Hundred Million Dollars ($100,000,000), or working as an executive with a non-profit organization with an annual budget exceeding Two Million Dollars ($2,000,000).  All independent, outside directors shall also have at least three (3) years of employment-related experience dealing with Internet business or policy issues. 

2. 4   Election and Term of Office.

The directors will be elected at each annual meeting of the shareholders.  If an annual meeting of the shareholders is not held, or if the directors are not elected at such meeting, the directors may be elected at any special meeting of shareholders held for that purpose.  Each director will hold office until the next annual meeting of the shareholders, until a successor is elected and qualified, or until he is removed or resigns.

2. 5   Vacancies.

A. Resignation:

Any director may resign effective upon giving written notice to the Chairman of the Board, the President, Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation.

B. When Vacancy Occurs:

A vacancy or vacancies in the Board will be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors is increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

C. Board Action to Fill Vacancy:

Vacancies in the Board, including those existing as a result of a removal of a director, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole  remaining director, and each director so elected will hold office until the next annual meeting, until such director's successor is elected and qualified, or until he is removed or resigns.

D. Declaration of Vacancy:

The Board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.

E. Shareholder Action to Fill Vacancy:

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.  Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote.  If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board or the shareholders have the power to elect a successor to take office when the resignation is to become effective.

F. Reduction of Size of Board:

No reduction of the authorized number of directors will have the effect of removing any director prior to the expiration of the director's term of office.

2. 6     Regular Meetings.

Regular meetings of the Board of Directors for the purpose of organization, election of officers and transaction of other business will be held at a time convenient to all directors in the month of November of each year, but generally immediately following the annual meeting of the shareholders.  Call and notice of all regular meetings of the Board of Directors are hereby dispensed with.

2. 7     Special Meetings.

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board, the President, the Secretary, or by any two (2) directors.  Special meetings of the Board of Directors may be held upon four (4) days prior written notice, or upon at least forty-eight (48) hours notice delivered personally or by telephone or telegraph.  Notice of a meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior to such meeting or at its commencement, the lack of notice to such director.  A notice or waiver of notice need not specify the  purpose of any regular or special meeting of the Board of Directors.

2. 8     Place of Meetings.

Regular or special meetings of the Board of Directors will be held at any place within or without the State of California which is designated by the Board.  In the absence of such designation, regular meetings must be held at the principal executive office of the corporation.

2. 9     Sole Director Situations.

If only one director is required by these Bylaws or the Articles of Incorporation, then any reference in these Bylaws to notices, waivers, consents, meetings, or other actions by a majority or quorum of the directors is deemed to refer to such notice, waiver, consent, meeting, or other action by such sole director, who will have all the rights and duties and is entitled to exercise all of the powers and assume all the responsibilities otherwise described in these Bylaws as given to a Board of Directors.

2. 10   Quorum.

 A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business, except to adjourn as provided in paragraph 2.13 of these Bylaws.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present will be regarded as the act of the Board, unless a greater number is required by law or by the Articles of Incorporation.  A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

2. 11   Telephone Conferences.

 Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

2. 12   Waiver of Notice.

 The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding such meeting, or an approval of the minutes of such meeting.  All such waivers, consents, or approvals will be filed with the corporate records or made a part of the minutes of the meeting.

2. 13    Adjournment.

 A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place.   Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place is fixed at the meeting adjourned.  If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place must be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

2. 14   Fees and Compensation.

 Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, that is fixed or determined by the Board.

2. 15    Action Without Meeting.

 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board individually or collectively consent in writing to such action.  Such consent or consents will have the same effect as a unanimous vote of the Board, and will be filed with the minutes of the proceedings of the Board of Directors.

2. 16   Rights of Inspection.

 Every director has the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind of the corporation and to inspect the physical properties of the corporation and its subsidiary corporations, domestic or foreign.  Such inspection by a director may be made in person or by agent or attorney, and includes the right to copy and obtain extracts.

2. 17   Removal of Directors.

 The entire Board of Directors or any individual director may be removed from office without cause by the vote of at least a majority of the shareholders; provided, however, unless the entire Board is removed, an individual director may not be removed when the votes cast against such removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election of directors at which the same total number of votes were cast or, if such action is taken by written consent in lieu of a meeting, all shares entitled to vote were voted and the entire number of directors authorized at the time of the director's most recent election were then being elected.  If any or all directors are so removed, new directors may be elected at the same meeting or by such written consent.

2. 18   Committees.

 The Board of Directors, by resolution adopted by a majority of the authorized number of directors, may designate one or more committees each consisting of two (2) or more directors to serve at the pleasure of the Board of Directors.  The Board of Directors may designate one or more directors as alternate members of any such committee who will replace any absent member at any meeting of such committee.  Any such committee, to the extent provided in the resolution of the Board of Directors, has all the authority of the Board of Directors except such authority that may not be delegated by the provisions of the General Corporation Law.

2.19   Policy Committee.  

A.   Formation of Committee and Election of Members.

       The corporation shall form a permanent committee called the Domain Name Use Policy Committee (the Committee), consisting of five (5) members, two of which shall be independent outside members of the corporations Board of Directors.   The remaining three (3) members of the Committee shall be appointed by the Board of Directors and need not be members of the Board of Directors.  The initial members of the Committee shall serve for staggered terms.   Two of the initial members shall serve a three year term; two of the initial members shall serve a one year term; and one of the initial members shall serve a one year term.   The initial terms of each member of the Committee shall be set by the Board of Directors at the time of their election.  After the initial term of each member of the Committee has expired,  all renewal terms, or terms for replacement members, shall be for a two year period.   

B.  Qualifications to Serve on Committee.

                 No person who is not currently a member of the Board of Directors of the corporation shall be appointed to serve on the Committee unless the person has extensive experience dealing or working with government agencies, and has at least (i) five (5) years of executive service with a non-profit organization with an annual budget of at least Two Million Dollars ($2,000,000); or (ii) has a distinguished background, as reasonably determined by the Board of Directors, in dealing with public issues affecting children, which uniquely qualifies him or her to make decisions about the appropriateness of Internet content for children.

C.  Powers of Committee.

                The Committee shall be delegated the power by the corporations Board of Directors to determine the corporations policies on acceptable content for any organization or individual registering a .KIDS Internet domain name.  Those powers shall include the following:

     1.  Formulation of the .KIDS Guidelines for the Publishing of Content and Use of .KIDS Domain Space (the Guidelines).  The Guidelines will be the core document determining the appropriateness and suitability of content on .KIDS Internet sites.

     2.  Determining the criteria for the accreditation of independent auditing firms which will be employed to perform an annual acceptable content audit on .KIDS Internet sites to ensure the site operators comply with the Guidelines.                                                                  

     3.  Managing the process of accrediting independent firms which will be authorized to perform .KIDS Content Audits.                                       

     4.  Overseeing the High Risk Group Self Regulatory Commission (the Commission).  The Commission shall be a membership of domain registrants who are categorized by the Committee as high risk sites, such as Internet portals (and as such pay a higher registration cost).  The Commission shall be responsible, under the supervision of the Committee, for developing guidelines and definitions of suitable content in such areas as violence, language and mature themes for high risk sites.

  D.    Permanency of Committee.

         The Committee shall sit as a permanent committee of the Board of Directors of the corporation.   The Committees powers may be modified or the Committee abolished only by the unanimous vote of the Board of Directors, including all independent outside directors sitting on the Board.

  E.    Meetings and Actions of Committees.

         Meetings and actions of the Committee shall be governed by and taken in accordance with Bylaw provisions applicable to meetings and actions of the Board of Directors, as provided in Article 2 of these Bylaws, as they pertain to place of meetings, regular meetings, special meetings and notice, quorum, waiver of notice, adjournment, notice of adjournment and action without meeting, with such changes in the context of those Bylaws as are necessary to substitute the Committee and its members for the Board of Directors and its members.   The Board of Directors may adopt rules for the governance of the Committee not inconsistent with these Bylaws.

     F.   Payment of Committee Expenses.

                      Compensation for Committee members shall be set by the Board of Directors.  Committee operational expenses shall be paid from a percentage of the income received by the corporation from the sale of Internet Domain names, as determined by the Board of Directors.

     G.  Board Action to Fill Vacancy:

Vacancies in the Committee, including those existing as a result of a removal of a Committee Member, may be filled by a majority of the Board of Directors, though less than a quorum, and each member so elected will hold office until the next annual meeting, until such member's successor is elected and qualified, or until he is removed or resigns.

      H.   Removal of Committee Member.

  The Board of Directors may declare vacant the office of a Committee Member who has been declared of unsound mind by an order of court or convicted of a felony.

2. 20   Duty of Director.

 A. Prudent Person:

Each director must perform the duties of a director, including duties as a member of any committee of the Board of Directors on which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances.

B.  Reliance Upon Other Opinions:

In performing his duties, each director is entitled, so long as he acts in good faith after reasonable inquiry when the need for it is indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted, to rely on information, opinions, reports or statements and other financial data prepared or presented by:

(1)      One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented;

(2)      Legal counsel, independent accountants or other persons as to matters which the director believes to be within such person's professional or expert competence; or

(3)      A committee of the Board on which the director does not serve as to matters within its designated authority, which committee the director believes to merit confidence.

C.  Discharge of Liability:

A person who performs the duties of director in accordance with paragraphs 2.19(A) and 2.19(B) of these Bylaws will have no liability based on any alleged failure to discharge the person's obligation as a director.

2. 21   Liability of Director.

A. Prohibited Transactions:

Subject to the provisions of paragraph 2.19 of these Bylaws, directors who approve any of the following corporate actions will be jointly and severally liable to the corporation for the benefit of all of the creditors or shareholders entitled to institute an action under Section 316(c) of the California Corporations Code:

(1)      The making of any distribution to its shareholders, as that term is defined in Section 166 of the California Corporations Code, to the extent that it is contrary to the provisions of Sections 500 to 503, inclusive, of the California Corporations Code;

(2)      The distribution of assets to shareholders after institution of dissolution proceedings of the corporation, if any, without paying or adequately providing for all known liabilities of the corporation, excluding any claims not filed by creditors within the time limit set in the notice given to creditors under the provisions of Sections 1800 to 2011, inclusive, of the California Corporations Code; or

(3)      The making of any loan or guaranty contrary to Section 315 of the California Corporations Code.

B.  Director Who Abstains:

A director who is present at a meeting of the Board of Directors, or any Board committee, at which action specified in paragraph 2.20(A) of these Bylaws is taken and who abstains from voting, will be considered to have approved the action.

C. Subrogation Rights:

Directors liable under this paragraph 2.20 are entitled to be subrogated to the rights of the corporation:

(1)      With respect to paragraph 2.20(A)(1) of these Bylaws, against shareholders who received the distribution;

(2)      With respect to paragraph 2.20(A)(2) of these Bylaws, against shareholders who received the distribution of assets; and

(3)      With respect to paragraph 2.20(A)(3) of these Bylaws, against the person who received the loan or guaranty.

2. 22   Indemnification.

 The corporation has the power to indemnify any person who is or was (a) a director, committee member, officer, employee or agent of this corporation or of its predecessor, or (b) serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of this corporation, against expenses, costs, losses, suits, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any threatened, pending or completed action or proceedings, whether civil, criminal, administrative or investigative, as provided in Section 317 of the California Corporations Code, as that section now exists or may subsequently from time to time be amended to provide, so long as the claim giving rise to the indemnification does not arise out of intentional misconduct by the person seeking indemnification.

                                     ARTICLE THREE

                                           OFFICERS

3. 1     Officers.

The officers of the corporation will consist of a Chairman of the Board or a President or both, a Secretary and a Treasurer.  The corporation may also have, at the discretion of the Board of Directors, one or more Vice-Presidents, one or more Assistant Secretaries, and such other officers that may be appointed in accordance with the provisions of paragraph 3.3 of these Bylaws.  One person may hold two (2) or more offices.

3. 2     Election.

The officers of the corporation, except such officers that are appointed in accordance with the provisions of paragraphs 3.3 or 3.5 of these Bylaws, will be elected annually by the Board of Directors and each will hold their offices until they resign or are removed or otherwise disqualified to serve, or until their successor is duly qualified and elected.

3. 3    Subordinate Officers.

The Board of Directors may appoint such other officers as the business of the corporation requires, each of whom will hold office for such period, have such authority and perform such duties that are provided in these Bylaws or that the Board of Directors from time to time determines.

3. 4     Removal and Resignation.

Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors, or to the President or the Secretary of the corporation.  Any such resignation will take effect at the date of the receipt of such notice or at any later time specified in such notice.  Unless otherwise specified in the notice, the acceptance of the resignation is not necessary to make it effective.

3. 5   Vacancies.

A vacancy in any office because of the death, resignation, removal, or disqualification of such officer, or any other cause, will be filled in the manner prescribed in paragraph 3.2 of these Bylaws for regular appointments to such office.

3. 6     Chairman of the Board.

The Chairman of the Board, if there is such an officer, will, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties that are from time to time assigned to him by the Board of Directors or prescribed by the Bylaws.

3. 7     President.

Subject to such supervisory powers, if any, that may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President will be the Chief Executive Officer of the corporation and will, subject to the control of the Board of Directors, have general supervision, direction and control of the business and other officers of the corporation.  The President will preside at all meetings of the shareholders and in the absence of the Chairman of the Board, or if there is none, at all meetings of the Board of Directors.  The President will be ex officio a member of all the standing committees, including the Executive Committee, if any, and will have the general powers and duties of management usually vested in the office of President of a corporation, and will have such other powers and duties that are prescribed by the Board of Directors or the Bylaws.

3. 8    Vice-President.

In the absence or disability of the President, the Vice President(s), in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice-President designated by the Board of Directors, will perform all the duties of the President, and when so acting will have all the powers of, and be subject to, all the restrictions upon the President.  The Vice-President(s) will have such other powers and perform such other duties that from time to time are prescribed for them respectively by the Board of Directors or the Bylaws.

3. 9    Secretary.

The Secretary will keep, or cause to be kept, a book of minutes at the principal office or such other place the Board of Directors orders of all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and if special how authorized, the notice given, the names of those present at directors' meetings, the number of shares present or represented at shareholders' meetings and the proceedings of such meetings.

The Secretary will keep, or cause to be kept, at the principal office or at the office of the corporation's transfer agent, a share register, or duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the shareholders and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary will give, or cause to be given, notice of all the meetings of the shareholders and of the Board of Directors required by the Bylaws or by law to be given, keep the seal of the corporation in safe custody and have such other powers and perform such other duties that are prescribed by the Board of Directors or by the Bylaws.

3. 10   Treasurer.

The Treasurer is the Chief Financial Officer of the corporation, and will keep and maintain, or cause to be kept and maintained, in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares.  The books of account will at all reasonable times be open to inspection by any director.

The Treasurer will deposit all monies and other valuables in the name and to the credit of the corporation with such depositaries that are designated by the Board of Directors.  The Treasurer will disburse the funds of the corporation that are ordered by the Board of Directors, will render to the President and directors, whenever they request it, an account of all his transactions and of the financial condition of the corporation, and will have such other powers and perform such other duties that are prescribed by the Board of Directors or the Bylaws.

                                      ARTICLE FOUR

                             EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS

4. 1     Authority for Execution of Contracts and Instruments.

Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, share certificate, conveyance or other instrument in writing, and any assignment or endorsements thereof executed or entered into between this corporation and any other person, when signed by the Chairman of the Board, the President, or any Vice President, and the Secretary or Assistant Secretary, the Treasurer or any Assistant Treasurer of this corporation, will be valid and binding on this corporation in the absence of actual knowledge on the part of the other person that the signing officers did not have authority to execute the instrument.  Any such instruments may be signed by any other person or persons and in such manner as from time to time determined by the Board and, unless so authorized by the Board, no officer, agent or employee has any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

4. 2     Bank Accounts and Deposits.

All funds of the corporation will be deposited from time to time to the credit of the corporation with such banks, bankers, trust companies or other depositories the Board of Directors select, or that may be selected by any officer(s) or agent(s) of the corporation to whom such power is delegated from time to time by the Board of Directors.

4. 3     Signing of Checks or Drafts.

All checks, drafts or other order for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, will be signed or endorsed by such person or persons and in such manner that is determined from time to time by resolution of the Board of Directors.

                                       ARTICLE FIVE

              CERTIFICATES AND TRANSFER OF SHARES

5. 1   Certificates for Shares.

A. Contents:

Each certificate for shares of the corporation must set forth the name of the record holder of the shares, the number of shares and the class or series of shares owned by the holder, the par value, if any, of the shares, and such other statements, as applicable, prescribed by Sections 416 through 419, inclusive, and other relevant sections, of the General Corporation Law of the State of California, and such other statements, as applicable, which may be prescribed by the Corporate Securities Law of the State of California and any other applicable provision of the law.

B.  Necessary Signatures:

Each certificate issued for shares of the corporation must be signed in the name of the corporation by the Chairman of the Board of Directors, if any, or the Vice Chairman of the Board of Directors, if any, the President, if any, or a Vice-President, if any, and by the Chief Financial Officer, an Assistant Treasurer or the Secretary or an Assistant Secretary.  Any or all of the signatures on a certificate for shares may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate for shares ceases to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

C.  Partially Paid Shares:

If the corporation issues the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor, any such certificate for shares must set forth thereon the statements prescribed by Section 409 of the California Corporations Code.

5. 2   Consideration for Shares.

As long as the proposed sale or offer to sell is in compliance with the California Corporate Securities Law and the rules and regulations thereunder, shares may be issued for such consideration that is determined from time to time by the Board of Directors, consisting of any or all of the following:

(1) Money paid;

(2)      Labor done;

(3)      Services actually rendered to the corporation or for its benefit or in its formation or reorganization;

(4)      Debts or securities canceled; and

(5)      Tangible or intangible property actually received either by this corporation or by any wholly owned subsidiary of this corporation.

Neither promissory notes of the purchaser (unless adequately secured by collateral other than the shares acquired) or future services may constitute payment or part payment of shares of the corporation.  When shares are issued for any consideration other than money, the Board must state by resolution its determination of the fair value of the consideration to the corporation in monetary terms.  In the absence of fraud in the transaction, the judgment of the directors as to the value of the consideration for shares will be conclusive.

5. 3     Lost or Destroyed Share Certificates.

The corporation may issue a new certificate for shares or for any other security in the place of any other certificate issued by it which is alleged to have been lost, stolen or destroyed.  As a condition to such issuance, the corporation may require the owner of the allegedly lost, stolen or destroyed certificate or the owner's legal representative to give the corporation a bond, or other adequate security, sufficient to indemnify the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of any certificate or issuance of a new certificate.

5. 4     Share Transfers.

Upon compliance with any provisions of the General Corporation Law and/or the Corporate Securities Law of the State of California which restricts the transferability of shares, transfers of shares of the corporation will be made only on the record of shareholders of the corporation by the registered holder thereof, or by his attorney authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate(s) for such shares properly endorsed and the payment of all taxes, if any, due thereon.

5. 5   Record Date for Shareholders.

So that the corporation may determine the shareholders entitled to notice of any meeting or to vote or be entitled to receive payments of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board of Directors may fix, in advance, a record date which is not more than sixty (60) days or fewer than ten (10) days prior to the date of such meeting, or more than sixty (60) days prior to any other action.

If the Board of Directors has not fixed a record date, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders will be at the close of business on the business day next preceding the day on which the meeting is held.  The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors has been taken, will be the day on which the first written consent is given.  The record date for determining shareholders for any other purpose will be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the day of such other action, whichever is later.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders will apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting; provided, however, the Board of Directors must fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting.

Except as otherwise provided by the General Corporation Law of the State of California, shareholders on the record date are entitled to notice and to vote or to receive any dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.

5. 6     Shares in Other Corporations.

Shares of other corporations held in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President, or any Vice-President, or any other person authorized by resolution of the Board of Directors.

5. 7   Definitions - Share, Shares, Shareholder, Shareholders.

As used in these Bylaws with respect to the right to notice or waiver of a meeting of shareholders, or to participate or vote at, or to assent, consent or dissent in writing in lieu of a meeting of shareholders, as the case may be, the terms "share" or "shares" and "shareholder" or "shareholders" refer to an outstanding share or shares, and to a holder or holders of record of outstanding shares when the corporation is authorized to issue only one class or of any class upon which or upon whom the Articles of Incorporation confer such rights where there are two (2) or more classes or series of shares, or upon which or upon whom the General Corporation Law confers such rights, notwithstanding the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder.

                                        ARTICLE SIX

                    CORPORATE BOOKS AND RECORDS

6. 1     Amendment and Repeal.

These Bylaws may be amended or repealed either by the shareholders entitled to exercise a majority of the voting power or by the Board of Directors; provided, however, (A) the Board of Directors may not amend or repeal any provision of these Bylaws which fixes or changes the authorized number of directors of the corporation, (B) any control over the Bylaws vested in the Board of Directors is subject to the authority of the shareholders to amend or repeal the Bylaws or to adopt new Bylaws, and (C) any amendment to the Bylaws or new Bylaw which changes the minimum number of directors to fewer than five (5) requires authorization by the greater proportion of voting power of the shareholders as set forth in paragraph 2.2 of these Bylaws.

6. 2     Records - Storage and Inspection.

The corporation will keep at its principal executive office in the State of California a copy of the Bylaws as amended to date.  If the principal executive office of the corporation is outside the State of California and, if the corporation has no principal business office in the State of California, it will upon request of any shareholder furnish a copy of the Bylaws as amended to date.

The corporation will keep adequate and correct books and records of account, and will keep minutes of the proceedings of its shareholders, Board of Directors and committees, if any, of the Board of Directors.  The corporation will keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each.  Such minutes will be in written form.  Such other

books and records will be kept either in written form or in any other form capable of being converted into written form.

6. 3     Annual Report.

Whenever the corporation has fewer than one hundred (100) shareholders, the Board of Directors is not required to cause to be sent to the shareholders of the corporation the annual report prescribed by Section 1501 of the California Corporations Code unless it determines a useful purpose would be served by causing the same to be sent, or unless the California Department of Corporations, pursuant to the provisions of the Corporate Securities Law, directs the sending of the report.

6. 4     Fiscal Year.

The fiscal year of the corporation shall be determined by the Board of Directors and, having been so determined by the Board of Directors, is subject to change from time to time as the Board of Directors shall determine.

6. 5    Construction and Definitions.

Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the general provisions of the California Corporations Code and in the California General Corporation Law will govern the construction of these Bylaws.

                                     ARTICLE SEVEN

                                   INDEMNIFICATION

7. 1   Definitions.

For purposes of this Article Seven:  (a) "agent" includes any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; (b) "proceeding" includes any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and (c) "expenses" includes attorneys' fees and any expenses of establishing a right to indemnification under paragraphs 7.4 or 7.5(C) of these Bylaws.

7. 2     Indemnification in Actions by Third Parties.

The corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact such person is or was an agent of the corporation, against expenses, judgments, fines, costs, liabilities, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful.  The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent will not, of itself, create a presumption the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that person had reasonable cause to believe the person's conduct was unlawful.

7. 3     Indemnification in Actions by or in the Right

of the Corporation.

The corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances.   No indemnification will be made under this paragraph 7.3:

A.  In respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent the court in which such action was brought determines upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court determines;

B.  Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

C.  Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

7. 4     Indemnification Against Expenses.

To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in paragraphs 7.2 or 7.3 of these Bylaws or in defense of any claim, issue or matter therein, the agent will be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

7. 5     Required Determinations.

Except as provided in paragraph 7.4 of these Bylaws, any indemnification under this Article Seven will be made by the corporation only if authorized in the specific case upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in paragraphs 7.2 or 7.3 of these Bylaws, by:

A.  A majority vote of a quorum consisting of directors who are not parties to such proceeding;

B.  Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote on such indemnification; or

C.  The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the corporation.

7. 6   Advance of Expenses.

Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount, unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article Seven.

7. 7     Other Indemnification.

The indemnification authorized by this Article Seven shall not be deemed exclusive of any additional rights to indemnification for breach of duty to the corporation and its shareholders while acting in the capacity of a director or officer of the corporation to the extent the additional rights to indemnification are authorized in the Articles of Incorporation pursuant to California Corporations Code section 204(a)(11).  The indemnification provided by this section for acts, omissions, or transactions while acting in the capacity of, or while serving as, a director or officer of the corporation but not involving breach of duty to the corporation and its shareholders shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, to the extent the additional rights to indemnification are authorized in the Articles of Incorporation of the corporation.  A provision in the Articles of Incorporation authorizing indemnification "in excess of that otherwise permitted by Section 317" or "to the fullest extent permissible under California law" or the substantial equivalent thereof shall be construed to be both a provision for additional indemnification for breach of duty to the corporation and its shareholders as referred to in, and with the limitations required by, California Corporations Code Section 204(a)(11) and a provision for additional indemnification as referred to in the second sentence of this paragraph 7.7.  The rights to indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person.  Nothing contained in this Article Seven shall affect any right to indemnification to which persons other than the directors and officers may be entitled by contract or otherwise.

7. 8   Forms of Indemnification Not Permitted.

No indemnification or advance will be made under this Article Seven, except as provided in paragraphs 7.4 or 7.5(C) of these Bylaws, in any circumstance where it appears it would be inconsistent with:

A.  A provision of the Articles of Incorporation, these Bylaws, a resolution of the shareholders or directors, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limited indemnification; or

B.  Any condition expressly imposed by a court in approving a settlement.

7. 9     Insurance.

The corporation has the power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article Seven.

7. 10    Nonapplicability to Fiduciaries of Employee Benefit Plan.

 This Article Seven does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent of the corporation as defined in paragraph 7.1 of these Bylaws.  Nothing contained in this Article Seven limits any right to indemnification to which such a trustee, investment manager or other fiduciary may be entitled by contract or otherwise which is enforceable to the extent permitted by applicable law other than Section 317 of the California Corporations Code.

CERTIFICATE BY INCORPORATOR OF ADOPTION OF BYLAWS

The undersigned person appointed in the Articles of Incorporation to act as the Incorporator of .KIDS Domains, Inc., a California corporation, hereby adopts the foregoing

Bylaws as the Bylaws of such corporation.

Dated: September  ___, 2000

___________________________________

Joel L. Incorvaia

Incorporator

  CERTIFICATE BY SECRETARY OF ADOPTION OF BYLAWS

THIS IS TO CERTIFY that I am the duly-elected, qualified, and acting Secretary of .KIDS Domains, Inc.,  a California corporation, the foregoing Bylaws were adopted as the Bylaws of such corporation on the date set forth above by the Incorporator of the corporation, the foregoing Bylaws were submitted to the directors of such corporation and recorded in the minutes of the directors, and were ratified by the vote of directors entitled to exercise the majority of the voting power of such corporation.

Dated: September ___, 2000

___________________________________

Secretary

Appendix G

1329 Scott Road

Burbank, CA 91504

818.531.1501 ext. 120

jfrankian@rtfrankian.com

EXPERIENCE

1979 – Present                          Chairman, CEO & President, RTF&A, Burbank, CA

¨      Company has an annual revenue of $3 to $5 million.

¨      Leading Geotechnical Engineering company in Southern California and the state of California.

EDUCATION

Los Angeles Pierce College, Civil Engineering

California State University, Los Angeles, Civil Engineering

COMMUNITY INVOLVEMENT

¨      Chairman of several sub-committees over the last nine years, overseeing million dollar annual budgets.

¨      On Board of Directors of a large non-profit organization.

¨      Involved with Young Life, national Kidney Foundation, Blind Children’s Trust, American Diabetes Society and the YMCA.

REFERENCES

¨      Available upon request.

Appendix H

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (“MOU”) between Tucows, Inc. (“Tucows”) and .KIDS Domains, Inc. (.KIDS Inc.”) is entered on September 27, 2000.

1.      In General.  The parties have agreed to enter into a partnership regarding the development and provision of systems infrastructure and support services by Tucows that will allow .KIDS inc. to operate as the registry of the .KIDS top level domain name.  This MOU sets forth the parties’ understanding regarding the principal business terms of the partnership.  The parties agree that they shall deal exclusively with one another with respect to a .KIDS gTLD for a period of six (6) months following execution of this letter.

2.      The Agreement.  The parties are now negotiating the terms and conditions of an outsourcing agreement whereby Tucows shall agree to supply such services as may be necessary to ensure the effective and efficient operation of the .KIDS top level domain registry (the “Agreement”).  The parties anticipate a target completion date of November 1, 2000 for the execution of the Agreement.  Either party may terminate this MOU by providing written notice to the other party of its intention to sever negotiation of the Agreement.  The parties contemplate that the Agreement will contain terms and conditions that are commercially reasonable and consistent with this MOU.

3.      ICANN Proposal.  Tucows shall be responsible for the Registry Operator’s Proposal and the Registry Operator’s Fitness Disclosure, both of which shall accompany the remaining documentation and payments to be prepared and submitted by .KIDS Inc. in association with the application for a gTLD.

4.      Binding Effect.  The parties intend to be and will be bound to proceed with provision and acceptance of the Services, as defined below, only upon final execution and delivery of the Agreement.  This MOU is not intended to and does not create any binding obligations (except as set forth in Section 15 below).

5.      The Services.  The “Services” are systems infrastructure, software and support services that are designed to allow .KIDS inc. to operate as the registry of a top level domain name.

6.      Service Levels.  Tucows will deliver the Services in a manner that meets the minimum service expectations as set forth in the Registry Operator’s Proposal and the Registry Operator’s Fitness Disclosure (the ‘Service Levels”).

7.      Ownership of IP.  .KIDS Inc. acknowledges and agrees that Tucows shall be the sole and exclusive owner of all copyright, patent and other intellectual property rights in and to the Services.

8.      License.  Under the Agreement, Tucows will receive a license for the rights necessary under the TLD registry agreement with ICANN necessary for the provision of the Services.  .KIDS Inc. shall be responsible for communications with registrants, including but not limited to, providing customer service, billing, etc.

9.      Data Ownership.  All right, title and interest in and to all information that is created, collected or stored in connection with the top level domain name and/or the provision of the Services (the “Data”) will be owned by .KIDS Inc.  Subject to the terms and conditions of the Agreement, .KIDS Inc. will grant Tucows a worldwide, non-exclusive, royalty-free license to use the Date to the extent necessary for Tucows to fulfill its obligations under the Agreement.

10.   Redundancy and Security.  Tucows shall ensure that the Services are provided from secure facilities.  Tucows further agrees that in the event of the failure or corruption of the facilities, a alternative system

11.   Financial Obligations.  Tucows shall receive a non-refundable payment of $50,000.00 payable by .KIDS shall be available to provide the Services to .KIDS Inc. within twenty four (24)hours following the grant of a .KIDS license by ICANN in consideration for Tucows’ preparatory efforts in readying the .KIDS registry.  Tucows shall be paid a monthly operation fee of $5000.00, payable on the first day of each month and commencing upon the live operation of the. KIDS registry.  In addition to the foregoing, Tucows shall receive $4.00 for each of the first 250,00 domain years registered in the .KIDS registry and $3.00 for each domain year, including renewals, registered thereafter.

12.   Equity Participation.  Tucows shall be granted an option to purchase up to 200,00 shares of .KIDS Inc. at a price of $.10 per share.  These options presently constitute 4% of the outstanding equity in and to the company.  Tucows’ right to exercise its options shall expire five years following the execution of the Agreement.  In addition to the foregoing, Tucows insiders, which term shall be further defined in the Agreement, shall be entitled to purchase a maximum of 100,000 additional shares at a cost of $1.00 per share.  The options grated to the Tucows insiders shall expire on the later of November 30, 2000 or two weeks following the grant of a .KIDS license by ICANN.

13.   Term.  The term of the Agreement will be (4) years from the date that the definitive agreement is executed and will be automatically renewed for successive two-year periods thereafter unless either party decides to terminate the relationship in accordance with the Agreement, Notwithstanding the foregoing, .KIDS Inc. shall be entitled to terminate the Agreement after the first two year period it is is able to establish that Tucows has failed to maintain the registry according to standards that will be more full defined in the Agreement.  In the event of termination of the Agreement for any reason whatsoever, .KIDS Inc. shall continue to pay to Tucows $.25 for each domain year registration, including renewals, in any .KIDS registry.

14.   Deconversion.  In the event that .KIDS Inc. seeks to terminate the Agreement and designates an alternative company to perform the Services, TUCOWS shall continue to provide the Services and work with .KIDS Inc. in good faith to allow for a smooth transition.  Notwithstanding the foregoing, the parties acknowledge the Tucows’ obligations hereunder shall be predicated upon agreement by the parties as to the appropriate professional fees to be paid to Tucows in consideration for its services.

15.   Indemnification.  Tucows will indemnify. KIDS Inc. against claims resulting form (i) the failure of Tucows to meet the required Service levels and (ii) for claims resulting from Tucows’ negligence in developing and provision of the Services.  The parties shall include such other indemnities as may be appropriate in the Agreement.

16.   Confidentiality.  Attached hereto and incorporated by reference is a confidentiality agreement, the terms of which have been agreed by the parties.

17.   Governing Law; Dispute Resolution.  The agreement will be governed by the laws of the State of California.  Both parties will work together in good faith for a period of thirty (30) days to resolve any disputes.  Any disputes that cannot be resolved during such period shall be held over for arbitration in connection with the procedures of the American Arbitration Association.  All arbitration proceedings will be held in Los Angeles, California.  Any court proceedings will take place in the Los Angeles courts, and the Agreement will contain a provision under which Tucows will agree to the jurisdictions of such courts.

18.   Currency.  All prices and payments herein have been quoted in U.S. dollars.

AGREED TO AND ACCEPTED:

Tucows Inc:

        Name:  Ross Rader

        Title: Director

.KIDS Domains Inc.

        Name:  H. Page Howe

        Title:      Chief Executive Officer