The global communications industry is moving at remarkable speed to embrace the new world of Internet Protocol (IP) technology. Underlying economics and the growing demand for data services dictate that networks like the Internet, corporate intranets, and managed extranets will be the telecommunications networks of the future.

Standard communications devices like telephones, fax machines, and voicemail systems are quickly becoming IP-enabled devices that connect to both the existing telephone network and to data networks like the Internet. As IP-enabled communications devices begin to proliferate around the world, a requirement has emerged to integrate the existing addressing scheme of the legacy Public Switched Telephone Network (PSTN) with the emerging addressing schemes of the Internet-Telephony industry. In short, a requirement exists for a directory service that will translate existing legacy telephone numbers into Internet addresses

The underlying need for the ".tel" TLD can be summarized as follows:

There are over 1.2 billion legacy telephone numbers in the world today and the number is growing.
An enormous global investment has been made in training end-users all over the world to use standard legacy telephone numbers to place calls, send faxes, leave voicemail messages, etc.
Unfortunately, IP networks like the Internet, corporate intranets, and managed extranets don't work off of telephone number addressing. Instead, IP networks work off of IP addressing, SMTP addressing, URL's and other non-telephone number formats.
The ".tel" TLD will provide a smooth migration of legacy telephone numbers over to the new world of Internet protocol networks. The smooth transition enabled by the ".tel" TLD is the ability to link telephone numbers to Internet addresses for IP-enabled communications devices so that end-users can continue to use telephone numbers as a common addressing mechanism for both PTSN and Internet services.
It is important to note that the ".tel" TLD will in no way interfere with the existing PSTN structures that create, maintain and distribute legacy telephone numbers all over the world. Rather, the ".tel" TLD will compliment this existing structure by enabling the users of legacy telephone numbers ("subscribers") to register their numbers on the Internet as a valid address for their new IP-enabled communications devices. (IP-phones, PDA's, IP-fax machines, etc.)

Voice over IP example:

IP-enabled PBX (Private Branch Exchange) systems are telephone systems that have the ability to connect calls over both the PSTN and data networks like the public Internet. Major suppliers of IP-PBX systems include 3Com, Cisco, Nortel, Lucent, Ericsson, etc. One of the goals of IP-PBX systems is to provide "least cost routing" for every call placed by an end-user. In the Internet-Telephony world, the true least cost route comes from setting up a call "end-to-end" over the public Internet. The process starts with an end-user picking up a phone and dialing a telephone number. The IP-PBX looks at the number and tries to make a least cost routing decision. The least cost option is to connect the call over the Internet. The higher-cost back up is to send the call out over the existing telephone network (PSTN). In order to send a call out over the Internet the IP-PBX needs to check a global directory to determine if the telephone number can be translated into an Internet address for an IP-PBX or IP-phone at the distant end.

The ".tel" TLD is the top-tier of a globally distributed directory solution that enables end-users to register their phone numbers on the Internet and associate those phone numbers with any number of IP-enabled communications devices (phone, fax, e-mail, PDA, etc.) As the top-tier of the global system, the ".tel" TLD simply provides a pointer to the appropriate location where authoritative Internet address information is stored for a given number. For simplicity, only the top-tier of the directory is shown in this example.

".tel" TLD

1. End-user at Company A picks up the phone and dials a phone number.

2. IP-PBX at Company-A uses the ".tel" TLD to determine if an Internet address is

available for the distant end.

3. IP-PBX at Company-A contacts IP-PBX at Company-B via the Internet.

4. End-users at Company-A and Company-B talk real-time over the Internet.

Note: The IETF-ENUM working group (http://www.ietf.org/html.charters/enum-charter.html) is engaged in defining an implementation standard for representing a legacy telephone number as a domain name on the Internet. The ".tel" TLD will utilize the ENUM naming approach.

Internet-Telephony directory is a requirement:

Early deployments of IP-communications systems avoided the address translation problem being addressed by the ".tel" TLD by limiting the scope of IP-telephony solutions to just internal corporate communications. By limiting the scope of the solution, each IP-PBX could be programmed with up-to-date Internet address information for every end-user inside a given company. This "closed user group" solution has been an important first step for the emerging Internet-Telephony industry but it is breaking down as users try to expand the IP-telephony model beyond a small user group.

As a next step in the evolution of the industry, a global directory infrastructure with appropriate regulatory oversight is an absolute requirement for the Internet-Telephony industry to achieve its full potential.

Voice over IP just the first step:

The first step in the process of bridging legacy phone numbers with the Internet is to link a legacy telephone number with an Internet address for an IP-enabled phone. Follow-on steps will include allowing telephone number subscribers to use a telephone number as unique identifier for a complete list of IP-enabled communications devices (phone, fax, e-mail, PDA, etc.) In this regard, the ".tel" TLD will play an important role in enhancing the utility of legacy telephone numbers for the user community.

Background:

The ".tel" TLD application is the outgrowth of a multi-year intellectual property, technology development and standards body effort by NetNumber.com that culminated in the commercial launch of NetNumber's "Global Internet-Telephony Directory" (GITD™) service in July of this year. The GITD is a global directory service for the Internet-Telephony industry that translates telephone numbers into any number of supported Internet addresses and other end-user profile information. Just two months after the launch of service, the GITD has already begun to gain significant momentum with key Internet-Telephony technology vendors and service providers. See the "Industry Contacts" section of the Registry Operators Proposal for more information regarding industry adoption of the GITD.

The top-tier of the GITD (currently deployed under "e164.com") was designed from the outset to function as a top-level domain for the Internet-Telephony industry. If the ".tel" application is approved by ICANN, the top-tier of the GITD currently operating under the domain "e164.com" will be migrated to ".tel" with NetNumber providing the Registry function under contract from ICANN and the "Internet-Telephony Addressing Board" (iTAB™).

C1. SPONSORING ORGANIZATION STRUCTURE

Sponsorship for the ".tel" TLD will be provided by Pulver.com™ (www.pulver.com) and the "Internet-Telephony Addressing Board" (iTAB™) (www.i-tab.org) operating as co-sponsors in coordination with NetNumber.com, (NetNumber™) (www.netnumber.com) as the registry operator of the ".tel" TLD. The co-sponsorship structure has been designed to provide the ".tel" TLD with access to the full scope of support services necessary to operate effectively as a global naming resource for the emerging Internet-Telephony industry. The breakout of roles and responsibilities between iTAB and Pulver.com is as follows:

iTAB: (www.i-tab.org) The Internet-Telephony Addressing Board is the non-profit policy making body for the ".tel" TLD. iTAB has been created to provide ".tel" with an independent policy-making body comprised of noted business and technical leaders from within the global Internet-Telephony industry. iTAB is the legal non-profit entity that is requesting delegation from ICANN of specific policy making authority for the ".tel" TLD.

Pulver.com: (www.pulver.com) The Pulver.com organization, through the efforts of iTAB Chairman Jeff Pulver (Founder and CEO of Pulver.com), will provide iTAB with an on-going forum for public discussion of ".tel" policy issues with a broad global audience of Internet-Telephony participants.

Pulver.com ("The voice of telephony on the netä") is the pre-eminent organization for creating and fostering a global community of interest for the Internet-Telephony industry. Pulver.com, through the Pulver Report newsletter (circulation of >50,000 readers) and through regular "Voice on the Net" (VON) conference events held in the US, Europe and Asia, will provide iTAB with on-going mechanisms for open interaction with a large qualified base of Internet-Telephony constituents.

C2. Organization Information

iTAB is a non-profit corporation organized under Delaware corporate law with a principle address in Melville, NY USA. Please see Appendix A for a copy of the iTAB corporate bylaws

Internet-Telephony Addressing Board

115 Broadhollow Rd, Suite 225
Melville, NY 11747
USA

C3. Organization Structure

iTAB operates with a nine member Board of Directors made up of business and technical leaders from within the global Internet-Telephony industry. Board member nominees include representatives from communications service providers, technology vendors and software developers - all working together to advance the effective utilization of the ".tel" TLD and the development of the Internet-Telephony industry.

The iTAB structure provides for a well-defined mechanism for achieving open and transparent communication with the global Internet-Telephony industry through the efforts of co-sponsor Pulver.com. However as a newly formed entity, the iTAB has not yet completed the task of designating affiliate organizations. The nominees to the Board of iTAB include Board members from many other industry organizations and standards bodies that may be called on by the iTAB Board to provide assistance as appropriate.

The officers of iTAB are defined by the Board of Directors. The initial officer structure is as follows:

Chairman: Jeff Pulver, CEO of Pulver.com

President: David Peek, Director of Technology Strategy at NetNumber.com

Secretary & Chief Financial Officer: TBD

C4. Organization Purpose

The iTAB organization has been established to provide an open and transparent mechanism for administering key operational policies for ".tel" under delegation from ICANN. As such, it is the responsibility of iTAB to operate in a public and transparent fashion providing open access to all aspects of the iTAB organization and its operations.

Pulver.com.com provides community services for communication industries, such as Internet Telephony, Voice over Packet, Wireless Internet and Instant Messaging vendors and service providers. Pulver.com’s most notable success is the Voice on the Netä (VONä) conferences. Pulver.com defines its role as an "International Community Developer". As such, Pulver.com provides a gathering location for communications related industries on a global basis and provides forums for issues to be addressed. Pulver.com has provided the Internet-Telephony industry with forums, discussion lists and ad hoc meetings to deal with issues including H.323 development, “softswitch” issues, billing standardization, network management, presence and availability management for wireless and instant messaging services.

Pulver.com as the co-sponsor of the ".tel" TLD has the unique ability to ensure global participation and discussion of iTAB issues within the global Internet-Telephony industry through its community development capabilities.

Newsletter support: The Pulver Reportä is published and distributed via e-mail to over 50,000 Internet-Telephony industry participants with over 30% per cent international readers. Pulver.com will promote iTAB as a public forum for and will build awareness of iTAB related information to a broad audience on a timely basis.

Discussion Groups. Using the email systems at pulver.com we will provide and participate with other iTAB members in the discussion of integrating Internet technology with legacy PSTN for the purposes of enabling better worldwide Internet compliant solutions.

Public Meetings: Coinciding with Pulver.com hosted events, such as VONä (which occurs in the US, Europe and Asia on a regular basis), pulver.com will provide board and public meeting space to enable iTAB to promote and advance the ".tel" TLD as a tool in the continued development of integrating Internet services for voice.

In conjunction with the on-going community development efforts of Pulver.com, the iTAB web site provides is the mechanism by which Internet-Telephony constituents gain can access to iTAB specific information on an as needed basis. The web site is also the mechanism by which industry constituents may provide public feedback to iTAB on policy related issues.

C5. Appropriateness of Community

The ".tel" TLD will become a global resource for the Internet-Telephony industry that enables the mapping of legacy telephone numbers to the Internet address information required by IP-enabled communications devices. The underlying role of the ".tel" TLD is to facilitate the smooth convergence of global communications services between the Public Switched Telephone Network (PSTN) and the Internet by allowing telephone numbers to be used as a common addressing mechanism for both PSTN and Internet services.

Within this vision, the community being served is the global Internet-Telephony community. The co-sponsors of the ".tel" TLD, iTAB and Pulver.com are perfectly positioned to gather input from, act as a community of interest for, and represent the best interests of, the global Internet-Telephony industry.

C6. Representation

The categories of stakeholders within the Internet-Telephony industry represented by iTAB and Pulver.com as co-sponsors of the ".tel" TLD include: Technology vendors, software developers, network service providers, application developers and end-user communities.

For detailed information regarding the mechanisms for gathering input from the community being served, please see section C4 above.

C7. Openness and Transparency

Outlined below is the appropriate section of the bylaws of the Internet-Telephony Addressing Board regarding openness and transparency. This information is also available on the iTAB web site at www.i-tab.org.

Section 1. GENERAL

The Internet-Telephony Addressing Board ("iTAB" or the "Corporation") and its subordinate entities shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness.

Section 2. ACCESS TO INFORMATION

(a) All minutes of meetings of the Board and Committees shall be approved promptly by the originating body.

(b) No later than five (5) days after each meeting, any actions taken by the Board shall be made publicly available in a preliminary report on a publicly-accessible Internet World Wide Web site maintained by the Corporation (the "Web Site"); provided, however, that any actions relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Corporation), matters that the Corporation is prohibited by law or contract from disclosing publicly and other matters that the Board determines, by a three-quarters (3/4) vote of Directors voting, are not appropriate for public distribution shall not be included in the preliminary report made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in generic terms in the relevant preliminary report the reason for such nondisclosure.

(c) No later than the day after the date on which they are formally approved by the Board, the minutes shall be made publicly available on the Web Site; provided, however, that any minutes relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Corporation), matters that the Corporation is prohibited by law or contract from disclosing publicly and other matters that the Board determines, by a three-quarters (3/4) vote of Directors voting, are not appropriate for public distribution shall not be included in the minutes made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in generic terms in the relevant minutes the reason for such nondisclosure.

Section 3. NOTICE AND COMMENT PROVISIONS

(a) The Board shall post on the Web Site (i) periodically a calendar of scheduled meetings for the upcoming year, and (ii) in advance of each Board meeting, a notice of the fact and time that such meeting will be held and, to the extent known, an agenda for the meeting. If reasonably practicable, the Board shall post notices of special meetings of the Board at least fourteen (14) days prior to the meetings.

(b) As appropriate, the Corporation will facilitate the translation of final published documents into various appropriate languages.

C8. Initial Directors and Staff

iTAB has been set up to operate with a nine member Board of Directors made up of business and technical leaders from within the global Internet-Telephony industry. Existing Board members and nominees include representatives from communications service providers, technology vendors and software developers - all working together to advance the effective utilization of the ".tel" TLD and the development of the Internet-Telephony industry. For more detailed information regarding the structure of the iTAB Board please see the iTAB Bylaws later in this document. The current Board composition is as follows:

Jeff Pulver, Chairman: Jeff is the founder and President/CEO of Pulver.com, which produces the Voice on the Net (VON) conferences, builds Internet communities, and tests innovations in Internet technology. A pioneer in the field of IP (Internet Protocol) Telephony, Mr. Pulver has been tracking enabling and emerging net technologies since 1994 and is one of the world's leading experts on up-and-coming communication technology and their effect on business communications. He moderates the Voice on the Net and other mailing lists; publishes the Pulver Report, which is read by over 50,000 people; and maintains the pulver.com website, which is a meeting place and comprehensive source of information on the convergence of Internet and Telecom.

David Peek, President: David is the Director of Technology Strategy for NetNumber.com, Inc. the Registry operator for the ".tel" TLD. David represents NetNumber on multiple Internet and Telecommunications standards bodies. David has spent 15 years in various software development positions within the voice processing and IP-communications industries including positions at Lernout & Hauspie and Unifi Communications. David is the Chairman of the International Enhanced Voice Messaging Association (VMA) technical working group on directory services and he is the author of multiple directory related patent applications.

C8.1 Board Nominees

The remaining seven positions on the iTAB Board will be filled during December 2000 if the ".tel" TLD application is approved by ICANN. Nominations for Board positions are currently be accepted with primary responsibility for the nomination process falling on Pulver.com. Current nominees for the seven outstanding Board positions include the following Internet-Telephony technology and business leaders:

Joseph Rinde, AT&T Labs: Joe is the Director of Internet Technology at AT&T Labs and he brings a lifetime of data network technology development expertise to the iTAB Board. From 1974 - 1983 Joe was the architect of the Tymnet network as it grew from 150 nodes to over 1,500 nodes. Joe wrote the central control program for the network and later managed the development of all the network internals and CCITT interfaces.

From 1983 to 1985 Joe was Director of Advanced Product Development at Amdahl's data division. From 1985 to 1989 Joe was a marketing Director at Equatorial Communications, the pioneer of the VSAT industry. From 1990 - 1991 Joe was VP of Marketing for PEER Networks, a start-up that designed network based computer platforms. From 1991 - 1993 Joe was an independent consultant. Among his assignments was a key roll in the development of MCI's Hyperstream Frame Relay network.

In 1993 Joe joined MCI as a Director in data services engineering. In 1995 Joe joined Vint Cerf's data architecture group where he has worked on universal dial access networks, World Wide Web based services and IP Telephony services. In 1999 Joe joined AT&T to lead their IP Telephony architecture efforts including long distance, local access over cable and other technologies.

Ike Elliot, Level3: Ike is Sr. Vice President of Softswitch Services for Level 3 Communications. Mr. Elliott, a recognized leader in the development of multi-service IP networks, is Chairman of the International Softswitch Consortium, and in 1998 was chairman of the Technical Advisory Council that produced the IP Device Control specification for media gateway control. Also, he is co-author of the Media Gateway Control Protocol specification. Prior to joining Level 3 Communications in 1997, Mr. Elliott held several positions with MCI Communications for 8 years, including positions in management, architecture development, research, and software development. Mr. Elliott holds a bachelor’s degree in Computer Science from James Madison University (1986), and a master’s degree in Computer Science from Johns Hopkins University (1992). Mr. Elliott holds seven patents in the fields of network monitoring, intelligent networks, billing, and Internet multimedia.

Ami Amir, RADVision: Ami is the Founder and CEO of RADVision an Israeli company that is at the forefront of pioneering real-time communications over packet networks. Amir is heavily involved in defining the direction and the future of VoIP, with a heavy focus on open standards based solutions. RADVision was the first company to build VoIP gateways, was the first to offer gatekeepers, was the first to provide a reliable V2oIP (Voice and Video over IP) solution, and is a leader in providing the underlying protocols for VoIP. Under Ami's leadership, RADVision has grown to over 250 people, achieved a market leadership position and gone public on the NASDAQ exchange (RSVN).

Eric Sumner, President and CEO Dynamicsoft: Eric brings to DynamicSoft the management skills and Internet telephony expertise honed during a 15-year career at Lucent and AT&T. As the first chief technology officer of Lucent's Service Provider Networks group - a $30 billion plus global business delivering a full range of products and services to telecom service providers - Sumner drove Lucent's voice-over-IP strategy. Most recently, as vice president, ventures, Sumner built a portfolio of high-growth ventures, including elemedia, Lucent Echo Solutions, Lucent Speech Solutions and Excel Switching.

Previously at Bell Labs, Eric's accomplishments included establishing the research organization that created VXML; leading one of the first research teams to study IP telephony; and founding the AT&T InfoLab, the largest research organization focused on service provider information technology.

Eric earned a bachelor's degree and a Ph.D. in engineering sciences from Harvard University.

Ofer Gneezy, President & CEO, iBasis: Founded in 1996, iBasis is a global leader in advance Internet-based communications for international service providers. As a co-founder of iBasis, Ofer is one of the true visionaries of the IP telephony industry. Ofer was an early believer in the power of the Internet to change global telecommunications and quickly established iBasis as the first provider of toll quality voice-over-IP service. As a result, 11 of 12 U.S.-based carriers, including Tier One carriers, are iBasis customers today. Ofer has forged powerful strategic alliances with industry leaders including Cisco Systems, Hewlett-Packard, EMC Corp. and Software.com. The iBasis Network is the world's largest Cisco Powered Network for Internet telephony. In 1999, Ofer lead iBasis through a highly successful IPO followed by an even more successful secondary offering in early 2000 raising more than $500 million in total.

Prior to founding iBasis, Ofer was president of Acuity Imaging, Inc., a multinational leader in industrial automation technology. Ofer lead Acuity to achieve significant increases in earnings, revenues and stockholder equity before successfully orchestrating the company's acquisition by RVSI, the second largest company in the industry.

Ofer is a graduate of the Advanced Management Program at the Harvard Business School and has an M.S. in engineering from M.I.T. and a B.S. in engineering from Tel-Aviv University.

Alistair Woodman, Director, Marketing Packet Telephony Solutions, Cisco Systems: Alistair has been working in the communications industry for over 10 years and has a broad background in defining and marketing products in the data and telephony protocols space. Alistair started his career managing multi-protocol products for Apple Computer and About Software Corporation before joining Cisco Systems in 1996 to define strategy and product direction for Cisco's Internet-Telephony products.

Alistair has been involved with the Voice over IP industry since it's inception. He has a B.A. in Physics from Trinity College, Oxford and an M.Sc in Industrial Robotics & Manufacturing Automation from Imperial College, London.

Jerry Chang, President, CEO and Founder, Clarent Corporation: Prior to co-founding Clarent Corporation, Jerry was chief architect of voice and message system development at OnLive! Technologies, where he developed industrial strength real-time voice chatting via the Internet. Prior to OnLive! Jerry spent more than ten years managing software engineers in the development of database and data management software. Seven of the ten years were spent as manager and developer of Gupta's client server database solution.

Jerry holds a Bachelor of Engineering from Chiao-Tung University in Taiwan, and a Masters of Computer Science from Penn State University.

C9. Selection of Directors, Officers, Members, Staff, etc.

(As per the iTAB bylaws found in Appendix A)

The Board shall be divided, as nearly as possible, into three equal groups. The term of the original Board members shall be determined by lot with one-third (1/3) of the members serving for one year, one-third (1/3) of the members serving for two years and one-third (1/3) of the members serving for three years. Thereafter, Board members shall serve a term of three years and until their respective successors are named. Each term shall begin and conclude following the appropriate annual meeting. A Board member shall not serve consecutive, full three (3) year terms, A Board member may serve one (1) full three (3) year term and then seek office again after at least one (1) year has expired and the next year’s Board positions are available. However, when a Board member is elected due to a vacancy in the Board, as described in [Vacancies], the member may seek a consecutive full term of three years since the first term was not a full, three (3) year term.

Vacancies in the Board of Directors may be filled by a majority of the remaining Directors then in office, though less than a quorum. Each Director elected shall hold office until his or her successor is elected. A vacancy or vacancies shall be deemed to exist (i) in the case of the death, resignation or removal of any Director, or (ii) if the authorized number of Directors is increased without election of the additional Directors so provided for, or (iii) in case of failure at any time to elect the full number of authorized Directors, or (iv) if any Director fails to attend three (3) consecutive meetings of the Board without a reasonable excuse. If any Director tenders his or her resignation to the Board of Directors, then the Board shall have the power to elect a successor to take office at such time as the resignation shall become effective. No reduction in the number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

C10. Policy-Making Procedure

(As per the iTAB bylaws)

With respect to any policies that are being considered by the Board for adoption that substantially affect the operation of the ".tel" TLD, including the imposition of any fees or charges, the Board will:

(i) provide public notice on the Web Site explaining what policies are being considered for adoption and why;

(ii) actively seek input from related industry groups early in the policy making process;

(iii) provide a reasonable opportunity for parties to comment on the adoption of the proposed policies, and to see the comments of others; and

(iv) hold a public forum at which the proposed policy would be discussed.

After voting on any policy, the Board will publish in the meeting minutes the reasons for any action taken, the vote of each Director voting on the action, and the separate statement of any Director desiring publication of such a statement.

Following the publication of policies, the Board will commit resources as appropriate to review and respond to public comments received via the iTAB Web Site as a mechanism for reviewing policies as appropriate based on appropriate public comment.

C11. Meetings and Communications

iTAB communicates with the global Internet-Telephony industry through the iTAB web site and through the on-going support of Pulver.com as the co-sponsor of the ".tel" TLD. The bi-monthly Pulver Report newsletter provides a timely mechanism for broadcasting updates on iTAB activities to a base of over 50,000 Internet-Telephony constituents. Interactive open forum discussions between the iTAB Board and interested constituents will take place at least four times a year through panel discussions held at Pulver.com "Voice on the Net" (VON) conference events.

Upcoming scheduled iTAB events are as follows:

December 14, 2000
ITAB Board meeting, (Boston, MA)
- Election of additional Directors

January 23 - 25, 2001
Winter 2001 Developers Conference, (Burlingame, CA)
- Panel discussion: "Role of ".tel" in SIP applications"

March 20 - 23, 2001
Spring VON Conference (Phoenix, AZ)
- iTAB first full Board meeting
- Open panel discussion: "Role of ".tel" in Internet-Telephony"

June 11 - 14, 2001
Summer VON Europe, (Stockholm, Sweden)
- Open panel discussion: "Operational experience with ".tel" applications"

September 10 - 13, 2001
Fall VON Conference (Atlanta, GA)
- iTAB Board meeting
- Open panel discussion: "Application of ".tel" to LDAP user-profiles"

C12 Fiscal Information

Funding for iTAB activities is provided through fees paid by NetNumber.com, Inc. ("NetNumber") as the initial Registry operator of the ".tel" TLD. Additional funding will be provided for by fees charged to accredited Registrars for specific support services provided by iTAB. Outlined below are appropriate sections from the iTAB bylaws relating to fiscal matters along with a summary of the year 2001 baseline budget for iTAB excluding any Registrar specific activities:.

ACCOUNTING

The fiscal year end of the Corporation ("iTAB") shall be determined by the Board.

AUDIT

At the end of the fiscal year, the books of the Corporation will be closed and audited by certified public accountants. The appointment of the fiscal auditors will be the responsibility of the Board.

ANNUAL REPORT AND ANNUAL STATEMENT

The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and a description of any payments made by the Corporation to Directors (including reimbursements of expenses). The Corporation shall cause the annual report and the annual statement of certain transactions to be sent to each member of the Board and to such other persons as the Board may designate, no later than one hundred twenty (120) days after the close of the Corporation's fiscal year.

ANNUAL BUDGET

The President shall prepare and, at least forty-five (45) days prior to the commencement of each fiscal year, submit to the Board, a proposed annual budget of the Corporation for the next fiscal year. The proposed budget shall identify anticipated revenue sources and levels and shall, to the extent practical, identify anticipated material expense items by line item. The Board shall adopt an annual budget and shall publish the adopted Budget on the Web Site.

FEES AND CHARGES

The Board may set fees and charges for the services and benefits provided by the Corporation, with the goal of fully recovering the reasonable costs of the operation of the Corporation and establishing reasonable reserves for future expenses and contingencies reasonably related to the legitimate activities of the Corporation. Such fees and charges shall be fair and equitable, and once adopted shall be published on the Web Site in a sufficiently detailed manner so as to be readily accessible.

2001 OPERATING BUDGET

Approved iTAB expenditures include:

(a) Full time staff. (Initially set at on administrative staff member)

(b) Legal services.

(d) Travel expenses for Board members attending iTAB Board meetings and open forum panel discussions.

I. 100% coach class airline fare cost reimbursement for iTAB events not directly tied to a Pulver.com VON event. 50% coach class airline fare reimbursement for VON associated events.

II. Hotel accommodations approved in advance by the President for iTAB events not directly tied to a Pulver.com VON conference event.

(e) Press release distribution services.

(f) Web-site administration services.

(g) Audit services.

Expense Item - FY 2001	Q1	Q2	Q3	Q4

Staff and contractors	15,000	15,000	15,000	15,000

Legal services	25,000	10,000	10,000	10,000

Teleconference services	1,500	1,500	1,500	1,500

Travel reimbursement	6,750	6,750	6,750	6,750
- 9 directors, 4 events

Press release services	1,800	1,800	1,800	1,800
- $600/release

Web-site administration	1,500	1,500	1,500	1,500
- $500/day of activity

Audit services	0	0	0	6,000

Quarterly Total	$51,550	$36,550	$36,550	$42,550

2001 iTAB Budget	$167,200

C13 Liability

No member shall be personally liable for the debts, liabilities, or obligations of iTAB. Additional details are outlined in the bylaws in Appendix A.

C14. Amendment of Articles of Incorporation of Bylaws.

Please see Appendix A for the iTAB Bylaws.

C15. Reconsideration and Review

Open and transparent communication with constituents within the Internet-Telephony industry is a primary concern of the iTAB Board. The Feedback section of the iTAB web site provides a mechanism for constituents to register feedback on iTAB policies in a public forum. Comments will be review during iTAB meetings as defined in Section C11. For additional details regarding this section please refer to Section C7 "Openness and Transparency" and Section C10 "Policy Making Procedure".

C16 PROPOSED EXTENT OF POLICY-FORMULATION AUTHORITY:

C16.1 Scope of authority sought

iTAB seeks authority from ICANN to create, maintain, and monitor four specific policies that are directly tied to the unique utility of “.tel” within the Internet-Telephony industry.

- Naming Policy

- Registration Validation Policy

- Conflict Resolution Policy

- Registrar Accreditation Policy

Foundation versions of each of the four policies have been created by iTAB for ICANN review as part of the ".tel" application process. (See "A5.3 Description of Policies" for copies of the ".tel" operational policies)

C16.2 Reasons/justifications for seeking authority

The policies iTAB seeks authority over are the core policies that define the utilization of ".tel" as a shared resource for bridging the addressing gap between legacy telephone numbers and emerging standards of the Internet-Telephony industry.

C16.3 Guaranteeing policies in the Interest of the Internet at large.

The existence and successful implementation of iTAB is itself this guarantee. The structure of iTAB is defined to represent a large and continually growing portion of the Internet at large.

C16.4 Variation from existing ICANN policies at opening of TLD

There are no specific policy variations at the opening of this new TLD from the policies defined for the normal operation as defined in the Document A5.3 “Description of TLD Policies”.

C17 CONTRACT TERMS WITH REGISTRY OPERATOR

C17 Identification of Registry Operator:

NetNumber.com, Inc

650 Suffolk St., Suite 307

Lowell, MA 01854

www.netnumber.com

C18 Contract with Registry Operator:

ITAB-NetNumber
Registry Agreement (sample)

REGISTRY AGREEMENT

This REGISTRY AGREEMENT ("Agreement") is by and between the Internet-Telephony Addressing Board (“iTAB”), a not-for-profit corporation, and NetNumber.com, Inc. (“NNI”), a Delaware corporation.

Definitions

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

1. A "Consensus Policy" is one adopted by iTAB as follows:

(a) "Consensus Policies" are those adopted based on a consensus among Internet stakeholders represented in the iTAB process, as demonstrated by (1) the adoption of the policy by the iTAB Board of Directors, (2) a written report and supporting materials (which must include all substantive submissions to iTAB relating to the proposal) that (i) documents the extent of agreement and disagreement among impacted groups, (ii) documents the outreach process used to seek to achieve adequate representation of the views of groups that are likely to be impacted, and (iii) documents the nature and intensity of reasoned support and opposition to the proposed policy.

(b) In the event that NNI disputes the presence of such a consensus, it shall seek review of that issue from a committee established under iTAB’s bylaws. Such review must be sought within fifteen working days of the publication of the Board's action adopting the policy. The decision of the panel shall be based on the report and supporting materials required by subsection (a) above. In the event that NNI seeks review and the Panel sustains the Board's determination that the policy is based on a consensus among Internet stakeholders represented in the iTAB process, then NNI must implement such policy unless it promptly seeks and obtains injunctive relief under Section 13 below.

(c) If, following a decision by the Independent Review Panel convened under subsection (b) above, NNI still disputes the presence of such a consensus, it may seek further review of that issue within fifteen working days of publication of the decision in accordance with the dispute resolution procedures set forth in Section 13 below; provided, however, that NNI must continue to implement the policy unless it has obtained injunctive relief under Section 13 below or a final decision is rendered in accordance with the provisions of Section 13 that relieves NNI of such obligation. The decision in any such further review shall be based on the report and supporting materials required by subsection (a) above.

(d) A policy adopted by the iTAB Board of Directors on a temporary basis, without a prior recommendation by the council of an iTAB supporting organization, shall also be considered to be a Consensus Policy if adopted by the iTAB Board of Directors by a vote of at least two-thirds of its members, and if immediate temporary adoption of a policy on the subject is necessary to maintain the stability of the Internet or the operation of the domain name system, and if the proposed policy is as narrowly tailored as feasible to achieve those objectives. In adopting any policy under this provision, the iTAB Board of Directors shall state the period of time for which the policy is temporarily adopted and shall immediately refer the matter to the appropriate supporting organization for its evaluation and review with a detailed explanation of its reasons for adopting the temporary policy and why the Board believes the policy should receive the consensus support of Internet stakeholders. If the period of time for which the policy is adopted exceeds 45 days, the Board shall reaffirm its temporary adoption every 45 days for a total period not to exceed 180 days, in order to maintain such policy in effect until such time as it meets the standard set forth in subsection (a) above. If the standard set forth in subsection (a) above is not met within the temporary period set by the Board, or the council of the supporting organization to which it has been referred votes to reject the temporary policy, it will no longer be a "Consensus Policy."

(e) For all purposes under this Agreement, the policies identified in Appendix A adopted by the iTAB Board of Directors before the effective date of this Agreement shall be treated in the same manner and have the same effect as "Consensus Policies."

(f) In the event that, at the time the iTAB Board adopts a policy under subsection (a) above during the term of this Agreement, iTAB does not have in place an Independent Review Panel established under iTAB’s bylaws, the fifteen working day period allowed under subsection (b) above to seek review shall be extended until fifteen working days after iTAB does have such an Independent Review Panel in place and NNI shall not be obligated to comply with the policy in the interim.

2. The "Effective Date" is the date on which the Agreement is signed by iTAB and NNI.

3. The "Expiration Date" is the date specified in Section 23 below.

4. "gTLDs" means the .com, .net, and .org TLDs, and any new gTLDs established by ICANN.

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

6. "NNI" refers to NetNumber.com., in its capacity as a domain name registry for the Registry TLD, a party to this Agreement.

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

8. "Registry Data" means all data maintained in electronic form in the registry database, and shall include Zone File Data, all data submitted by registrars in electronic form, and all other data concerning particular registrations or name servers maintained in electronic form in the registry database.

9. "Registry Services" means operation of the registry for the Registry TLDs and shall include receipt of data concerning registrations and name servers from registrars, provision of status information to registrars, operation of the registry TLD zone servers, and dissemination of TLD zone files.

10. "Registry TLD" refers to the .tel TLD.

11. "SLD" refers to a sub domain name in the TEL domain name space in Internet domain name system.

12. "Term of this Agreement" begins on the Effective Date and runs through the earliest of (a) the Expiration Date, (b) termination of this Agreement under Section 14 or Section 16(B), or (c) termination of this Agreement pursuant to withdrawal of the Department of Commerce's recognition of ICANN under Section 24.

13. "TLD" refers to a top-level domain in the Internet domain name system.

14. "Zone File Data" means all data contained in domain name system zone files for the Registry TLDs as provided to TLD name servers on the Internet.

15. “iTAB” refers to the Internet-Telephony Addressing Board, a party to this Agreement.

Agreements

NNI and iTAB agree as follows:

1. Designation of Registry. iTAB acknowledges and agrees that NNI is and will remain the registry for the Registry TLD(s) throughout the Term of this Agreement.

2. Recognition in Authoritative Root Server System. In the event and to the extent that ICANN is authorized to set policy with regard to an authoritative root server system, it will ensure that (A) the authoritative root will point to the TLD zone servers designated by NNI for the Registry TLDs throughout the Term of this Agreement and (B) any changes to TLD zone server designation submitted to ICANN by NNI will be implemented by ICANN within five business days of submission. In the event that this Agreement is terminated (A) under Section 14 or 16(B) by NNI or (B) under Section 24 due to the withdrawal of recognition of ICANN by the United States Department of Commerce, ICANN's obligations concerning TLD zone server designations for the .tel TLD in the authoritative root server system shall be as stated in a separate agreement between ICANN and the Department of Commerce.

3. General Obligations of NNI.

(A) During the Term of this Agreement:

(i) NNI agrees that it will operate the registry for the Registry TLD in accordance with this Agreement;

(ii) NNI shall comply, in its operation of the registry, with all Consensus Policies insofar as they:

(a) are adopted by iTAB in compliance with Section 4 below,

(b) relate to one or more of the following: (1) issues for which uniform or coordinated resolution is reasonably necessary to facilitate interoperability, technical reliability and/or stable operation of the Internet or domain-name system, (2) registry policies reasonably necessary to implement Consensus Policies relating to registrars, or (3) resolution of disputes regarding the registration of domain names (as opposed to the use of such domain names), and

(B) NNI acknowledges and agrees that upon the earlier of (i) the Expiration Date or (ii) termination of this Agreement by iTAB pursuant to Section 14, it will cease to be the registry for the Registry TLD, unless prior to the end of the term of this Agreement NNI is chosen as the Successor Registry in accordance with the provisions of this Agreement.

(C) To the extent that Consensus Policies are adopted in conformance with Section 4 of this Agreement, the measures permissible under Section 3(A)(ii)(b) shall include, without limitation:

(i) principles for allocation of SDN names (e.g., Registration Validation Policy, timely renewal, holding period after expiration);

(ii) prohibitions on warehousing of or speculation in domain names by registries or registrars;

(iii) reservation of SDN names that may not be registered initially or that may not be renewed due to reasons reasonably related to (a) avoidance of confusion among or misleading of users, (b) intellectual property, or (c) the technical management of the DNS or the Internet;

(iv) the allocation among continuing registrars of the SDN names sponsored in the registry by a registrar losing accreditation; and

(v) dispute resolution policies that take into account the use of a domain name.

Nothing in this Section 3 shall limit or otherwise affect NNI's obligations as set forth elsewhere in this Agreement.

4. General Obligations of iTAB. With respect to all matters that impact the rights, obligations, or role of NNI, iTAB shall during the Term of this Agreement:

(A) exercise its responsibilities in an open and transparent manner;

(B) not unreasonably restrain competition and, to the extent feasible, promote and encourage robust competition;

(C) not apply standards, policies, procedures or practices arbitrarily, unjustifiably, or inequitably and not single out NNI for disparate treatment unless justified by substantial and reasonable cause; and

(D) ensure, through its reconsideration and independent review policies, adequate appeal procedures for NNI, to the extent it is adversely affected by iTAB standards, policies, procedures or practices.

5. Protection from Burdens of Compliance With iTAB Policies. iTAB hereby agrees to indemnify and hold harmless NNI, and its directors, officers, employees and agents from and against any and all claims, damages or liabilities arising solely from NNI's compliance as required by this Agreement with an iTAB policy adopted after both parties have entered into this Agreement, except that NNI shall not be indemnified or held harmless hereunder to the extent that the claims, damages or liabilities arise from the particular manner in which NNI has chosen to comply with the policy. In addition, NNI shall be given a reasonable period after receiving notice of adoption of an iTAB Consensus Policy in which to comply with that policy.

6. NNI Registry-Level Financial Support of ICANN. NNI, in its role as operator of the registry for the Registry TLD, shall pay the gTLD registry-level fees adopted by ICANN, provided such fees are reasonably allocated among all gTLD registries that contract with ICANN and provided further that, if NNI's share of the total gTLD registry-level fees are or are budgeted to be in excess of $250,000 in any given year, any such excess must be expressly approved by gTLD registries accounting, in aggregate, for payment of two-thirds of all gTLD registry-level fees. NNI shall pay such fees in a timely manner throughout the Term of this Agreement, and notwithstanding the pendency of any dispute between NNI and ICANN. NNI agrees to prepay $250,000 toward its share of gTLD registry-level fees at the time of signing of this Agreement.

6.A NNI Registry-Level Financial Support of iTAB. NNI, in its role as operator of the registry for the Registry TLD, shall pay registry fees of $200,000 per year to iTAB. NNI shall pay such fees in a timely manner throughout the Term of this Agreement, and notwithstanding the pendency of any dispute between NNI and ICANN. NNI agrees to prepay $200,000 at the time of signing of this Agreement.

7. Data Escrow. NNI shall deposit into escrow all Registry Data on a schedule (not more frequently than weekly for a complete set of Registry Data, and daily for incremental updates) and in an electronic format mutually approved from time to time by NNI and iTAB, such approval not to be unreasonably withheld by either party. The escrow shall be maintained, at NNI's expense, by a reputable escrow agent mutually approved by NNI and iTAB, such approval also not to be unreasonably withheld by either party. The escrow shall be held under an agreement among iTAB, NNI, and the escrow agent providing that (A) the data shall be received and held in escrow, with no use other than verification that the deposited data is complete and in proper format, until released to iTAB; (B) the data shall be released to iTAB upon termination of this Agreement by iTAB under Section 14 or upon the Expiration Date if (1) this Agreement has not sooner been terminated and (2) it has been finally determined by the iTAB Board (and no injunction obtained pursuant to Section 13 has been obtained) that NNI will not be designated as the successor registry under Section 22 of this Agreement.

8. NNI Handling of Personal Data. NNI agrees to notify registrars sponsoring registrations in the registry of the purposes for which Personal Data submitted to the registry by registrars is collected, the recipients (or categories of recipients) of such Personal Data, and the mechanism for access to and correction of such Personal Data. NNI shall take reasonable steps to protect Personal Data from loss, misuse, unauthorized disclosure, alteration or destruction. NNI shall not use or authorize the use of Personal Data in a way that is incompatible with the notice provided to registrars.

9. Publication by NNI of Registry Data.

(A) NNI shall provide an interactive web page and a port 43 Whois service providing free public query-based access to up-to-date (i.e. updated at least daily) registry database data which, in response to input of an SDN name, shall report at least the following data elements in response to queries: (a) the SDN name registered, (b) the TLD in which the SDN is registered; (c) the IP addresses and corresponding names of the primary nameserver and secondary nameserver(s) for such SDN, (d) the identity of the sponsoring Registrar, and (e) the date of the most recent modification to the domain name record in the registry database (f) the IP addresses and corresponding names of the primary LDAPserver and secondary LDAPserver(s) for such SDN; provided, however, that if ICANN adopts a Consensus Policy that adds to or subtracts from these elements, NNI will implement that policy.

(B) To ensure operational stability of the registry, NNI may temporarily limit access under subsection (A), in which case NNI shall immediately notify ICANN of the nature of and reason for the limitation. NNI shall not continue the limitation longer than three business days if ICANN objects in writing, which objection shall not be unreasonably made. Such temporary limitations shall be applied in a nonarbitrary manner and shall apply fairly to any registrar similarly situated, including NNI.

(C) NNI as registry shall comply with Consensus Policies providing for development and operation of a capability that provides distributed free public query-based (web and command-line) access to current registration data implemented by registrars providing for capabilities comparable to WHOIS, including (if called for by the Consensus Policy) registry database lookup capabilities according to a specified format. If such a service implemented by registrars on a distributed basis does not within a reasonable time provide reasonably robust, reliable and convenient access to accurate and up-to-date registration data, NNI as registry shall cooperate and, if reasonably determined to be necessary by iTAB (considering such possibilities as remedial action by specific registrars), provide data from the registry database to facilitate the development of a centralized service providing equivalent functionality in a manner established by a Consensus Policy.

10. Rights in Data. Except as permitted by the Registrar License and Agreement, NNI shall not be entitled to claim any intellectual property rights in data in the registry supplied by or through registrars other than NNI. In the event that Registry Data is released from escrow under Section 7 or transferred to a Successor Registry under Section 22(D), any rights held by NNI as registry in the data shall automatically be licensed on a non-exclusive, irrevocable, royalty-free, paid-up basis to the recipient of the data.

11. Limitation of Liability. Neither party shall be liable to the other under this Agreement for any special, indirect, incidental, punitive, exemplary or consequential damages.

12. Specific Performance. During the Term of this Agreement, either party may seek specific performance of any provision of this Agreement as provided by Section 13, provided the party seeking such performance is not in material breach of its obligations.

13. Resolution of Disputes Under This Agreement. Disputes arising under or in connection with this Agreement, including requests for specific performance, shall be resolved in a court of competent jurisdiction or, at the election of both parties (except for any dispute over whether a policy adopted by the Board is a Consensus Policy, in which case at the election of either party), by an arbitration conducted as provided in this Section pursuant to the International Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted in English and shall occur in Boston, Massachusetts, USA. There shall be three arbitrators: each party shall choose one arbitrator and, if the two arbitrators are not able to agree on a third arbitrator, the third shall be chosen by the AAA. The parties shall bear the costs of the arbitration in equal shares, subject to the right of the arbitrators to reallocate the costs in their award as provided in the AAA rules. The parties shall bear their own attorneys' fees in connection with the arbitration, and the arbitrators may not reallocate the attorneys' fees in conjunction with their award. The arbitrators shall render their decision within ninety days of the initiation of arbitration. In all litigation involving iTAB concerning this Agreement (whether in a case where arbitration has not been elected or to enforce an arbitration award), jurisdiction and exclusive venue for such litigation shall be in a court located in Boston, Massachusetts, USA; however, the parties shall also have the right to enforce a judgment of such a court in any court of competent jurisdiction. For the purpose of aiding the arbitration and/or preserving the rights of the parties during the pendency of an arbitration, the parties shall have the right to seek temporary or preliminary injunctive relief from the arbitration panel or a court located in Boston, Massachusetts, USA, which shall not be a waiver of this arbitration agreement.

14. Termination.

(A) In the event an arbitration award or court judgment is rendered specifically enforcing any provision of this Agreement or declaring a party's rights or obligations under this Agreement, either party may, by giving written notice, demand that the other party comply with the award or judgment. In the event that the other party fails to comply with the order or judgment within ninety days after the giving of notice (unless relieved of the obligation to comply by a court or arbitration order before the end of that ninety-day period), the first party may terminate this Agreement immediately by giving the other party written notice of termination.

15. Assignment. ITAB may not assign this Agreement without the prior written approval of NNI. NNI may not assign this Agreement without prior written approval of iTAB, such approval not to be unreasonably withheld. Notwithstanding the foregoing sentence, a party may assign this Agreement by giving written notice to the other party in the following circumstances, provided the assignee agrees in writing with the other party to assume the assigning party's obligations under this Agreement: (a) NNI may assign this Agreement as part of the transfer of its registry business approved under Section 25 and (b) iTAB may, in conjunction with a reorganization or reincorporation of iTAB assign this Agreement to another non-profit corporation organized for the same or substantially the same purposes as iTAB.

16. Relationship to Cooperative Agreement Between NNI and U.S. Government.

(A) NNI's obligations under this Agreement are conditioned on the agreement by NNI and the Department of Commerce to Amendment 19 to the Cooperative Agreement in the form attached to this Agreement as Appendix C.

(B) If within a reasonable period of time ICANN has not made substantial progress towards having entered into agreements with competing registries and NNI is adversely affected from a competitive perspective, NNI may terminate this Agreement with the approval of the U.S. Department of Commerce. In such event, as provided in Section 16(A) above, the Cooperative Agreement shall replace this Agreement.

(C) In the case of conflict while they are both in effect, and to the extent that they address the same subject in an inconsistent manner, the term(s) of the Cooperative Agreement shall take precedence over this Agreement.

17. NNI Agreements with Registrars. NNI shall make access to a Shared Registration System available to all iTAB-accredited registrars subject to the terms of the NNI/Registrar License and Agreement (attached as Appendix B). Such agreement may be revised by NNI, provided however, that any such changes must be approved in advance by iTAB. Such agreement shall also be revised to incorporate any Registry Service Level Agreement implemented under Section 18.

18. Performance and Functional Specifications for Registry Services. Unless and until iTAB adopts different standards as a Consensus Policy pursuant to Section 4, NNI shall provide registry services to iTAB-accredited registrars meeting the performance and functional specifications set forth in any Registry Service Level Agreement established according to this Section 18. In the event iTAB adopts different performance and functional standards for the registry as a Consensus Policy in compliance with Section 4, NNI shall comply with those standards to the extent practicable, provided that compensation pursuant to the provisions of Section 20 has been resolved prior to implementation and provided further that NNI is given a reasonable time for implementation.

Within 90 days after the Effective Date, (i) representatives designated by iTAB and (ii) NNI will establish a Registry Service Level Agreement for the registry system that shall include, at least:

(A) identified service level parameters and measurements regarding performance of the registry system, including, for example, system availability;

(B) responsibilities of registrars using the registry system and NNI (e.g., the obligation of the registrars to notify NNI of any experienced registry system outages and the obligation of NNI to respond in a timely manner to registry system outages);

(D) remedies for failure to comply with the Registry Service Level Agreement.

Unless the Registry Service Level Agreement requires fundamental architecture changes to the registry system or extraordinary increases in costs to NNI beyond what is generally required to implement a service level agreement (which is not the intent of the parties) the creation and implementation of the Registry Service Level Agreement shall not result in a price increase under Section 20.

19. Bulk Access to Zone Files. NNI shall provide third parties bulk access to the zone files for .tel TLD on the terms set forth in the zone file access agreement (attached as Appendix D). Such agreement may be revised by NNI, provided however, that any such changes must be approved in advance by iTAB.

20. Price for Registry Services. The price(s) to accredited registrars for entering initial and renewal SLD registrations into the registry database and for transferring a SLD registration from one accredited registrar to another will be as set forth in Section 5 of the Registrar License and Agreement (attached as Appendix B). These prices shall be increased through an amendment to this Agreement as approved by iTAB and NNI, such approval not to be unreasonably withheld, to reflect demonstrated increases in the net costs of operating the registry arising from (1) iTAB policies adopted after the date of this Agreement, or (2) legislation specifically applicable to the provision of Registry Services adopted after the date of this Agreement, to ensure that NNI recovers such costs and a reasonable profit thereon; provided that such increases exceed any reductions in costs arising from (1) or (2) above.

21. Additional NNI Obligations.

(A) NNI shall provide all licensed Accredited Registrars (including NNI acting as registrar) with equivalent access to the Shared Registration System. NNI further agrees that it will make a certification to iTAB every six months, using the objective criteria set forth in Appendix F that NNI is providing all licensed Accredited Registrars with equivalent access to its registry services.

(B) NNI will ensure, in a form and through ways described in Appendix F that the revenues and assets of the registry are not utilized to advantage NNI's registrar activities to the detriment of other registrars.

22. Designation of Successor Registry.

(A) Not later than one year prior to the end of the term of this Agreement, iTAB shall, in accordance with Section 4, adopt an open, transparent procedure for designating a Successor Registry. The requirement that this procedure be opened one year prior to the end of the Agreement shall be waived in the event that the Agreement is terminated prior to its expiration.

(B) NNI or its assignee shall be eligible to serve as the Successor Registry and neither the procedure established in accordance with subsection (A) nor the fact that NNI is the incumbent shall disadvantage NNI in comparison to other entities seeking to serve as the Successor Registry.

(C) If NNI or its assignee is not designated as the Successor Registry, NNI or its assignee shall cooperate with iTAB and with the Successor Registry in order to facilitate the smooth transition of operation of the registry to Successor Registry. Such cooperation shall include the timely transfer to the Successor Registry of an electronic copy of the registry database and of a full specification of the format of the data.

(D) iTAB shall select as the Successor Registry the eligible party that it reasonably determines is best qualified to perform the registry function under terms and conditions developed as a Consensus Policy, taking into account all factors relevant to the stability of the Internet, promotion of competition, and maximization of consumer choice, including without limitation: functional capabilities and performance specifications proposed by the eligible party for its operation of the registry, the price at which registry services are proposed to be provided by the party, relevant experience of the party, and demonstrated ability of the party to handle operations at the required scale. iTAB shall not charge any additional fee to the Successor Registry.

(E) In the event that a party other than NNI or its assignee is designated as the Successor Registry, NNI shall have the right to challenge the reasonableness of iTAB failure to designate NNI or its assignee as the Successor Registry under the provisions of Section 13 of this Agreement.

23. Expiration of this Agreement. The Expiration Date shall be six years after the Effective Date, unless extended as provided below.

(a) Performance Extension: The Registry contract will automatically extended for a 4-year period if the event the Registry operator achieves one of two key performance targets during the initial term:

I. The Registry operator and its marketing partners make investments of at least 20 million USD in Registry related sales, business development, public relations, advertising and marketing expenses during the initial term.

II. The Registry operator achieves at least 4 million registered entries in the Registry TLD by the end of the initial term.

(b) Intellectual Property Extension: The Registry operator will be granted an additional 4-year extension in the event that the Registry operator is awarded one or more patents containing claims that apply to the operation of the Registry. Such patents must be awarded and still in effect at the expiration of the initial term or performance extension to be effective under this clause.

24. Withdrawal of Recognition of ICANN by the Department of Commerce. In the event that, prior to the expiration or termination of this Agreement under Section 14 or 16(B), the United States Department of Commerce withdraws its recognition of ICANN as NewCo under the Statement of Policy pursuant to the procedures set forth in Section 5 of Amendment 1 (dated November 10, 1999) to the Memorandum of Understanding between ICANN and the Department of Commerce, this Agreement shall terminate.

25. Assignment of Registry Assets. NNI may assign and transfer its registry assets in connection with the sale of its registry business only with the approval of the Department of Commerce.

26. Option to Substitute Generic Agreement. At NNI's option, it may substitute any generic ICANN/Registry agreement that may be adopted by ICANN for this Agreement; provided, however, that Sections 16, 19, 20, 21, 23, 24, and 25 of this Agreement will remain in effect following any such election by NNI.

27. Notices, Designations, and Specifications. All notices to be given under this Agreement shall be given in writing at the address of the appropriate party as set forth below, unless that party has given a notice of change of address in writing. Any notice required by this Agreement shall be deemed to have been properly given when delivered in person, when sent by electronic facsimile, or when scheduled for delivery by internationally recognized courier service. Designations and specifications by ICANN under this Agreement shall be effective when written notice of them is deemed given to Registry.

If to iTAB, addressed to:

Chairman

Internet Corporation for Assigned Names and Numbers
115 Broadhollow Rd, Suite 225
Melville, NY 11747
USA

Tel: +1.631.547.0800
Fax: +1.631.293.3996

If to Registry, addressed to:

Chief Executive Officer

NetNumber.com.
650 Suffolk St., Suite 307
Lowell, MA 01854

USA

Telephone: +1.978.454.4210 ext30
Facsimile: +1.978.454.5044

28. Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in Boston, Massachusetts, USA.

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

30. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto pertaining to the registry for the Registry TLDs and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties on that subject. This Agreement is intended to coexist with any Registrar Accreditation Agreement between the parties.

31. Amendments and Waivers. No amendment, supplement, or modification of this Agreement or any provision hereof shall be binding unless executed in writing by both parties. No waiver of any provision of this Agreement shall be binding unless evidenced by a writing signed by the party waiving compliance with such provision. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

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

APPENDIX A (iTAB Bylaws):

See Appendix A.

C19 SIGNATURE PAGE

By signing this proposal, the undersigned attests, on behalf of the applicant(s), that the information contained in this application, and all supporting documents included with this application, are true and accurate to the best of applicant's knowledge.

________________________________
Signature

David P. Peek
Name (please print)

President & Secretary
Title

Internet-Telephony Addressing Board Association (iTAB)
Name of Applicant Entity

________________________________
Date

________________________________
Signature

Jeff Pulver
Name (please print)

Chief Executive Officer
Title

Pulver.com
Name of Applicant Entity

________________________________
Date