eXtraActive Transition Agreement (Drafted 7 April 2000; signed 6 July 2000)

Agreement

Recitals:

1. eXtraActive, Inc. has applied to become accredited by the Internet Corporation for Assigned Names and Numbers as a registrar for .com, .net, and .org domain names;

2. eXtraActive, Inc. has an overlap of ownership with Afternic.com, a company in the domain-name reselling and auctioning business;

3. There are issues being considered within the ICANN process concerning limitations on accredited registrars being involved in domain-name reselling, domain-name warehousing, and other activities related to trading or facilitating trading in the secondary market for domain-name registrations (hereinafter all these activities are referred to as "Secondary Market Activities");

4. ICANN has expressed concern that it may be inappropriate to accord accreditation of eXtraActive, Inc. prior to completion of consideration of these issues; and

5. eXtraActive, Inc. wishes to become accredited prior to completion of consideration of those issues and, to that end, wishes to give ICANN assurances to alleviate ICANN's concerns.

Agreements:

A. During the term of this Agreement:

1. eXtraActive, Inc. will not be involved in Secondary Market Activities;

2. eXtraActive, Inc. will locate its staff in separate premises from Afternic.com and any other company involved in Secondary Market Activities, provided that it may colocate data processing equipment in the same third-party-operated data center as such a company;

3. eXtraActive, Inc, will not have common officers, directors, or employees with Afternic.com or any other company involved in Secondary Market Activities, provided that Jon Whelan and Chris Maroney may be principals of both eXtraActive, Inc. and Afternic.com so long as neither of them has operational responsibilities with both companies;

4. eXtraActive, Inc. will not provide domain-name registration services to Afternic.com or any other company affiliated with eXtraActive, Inc. that is involved in Secondary Market Activities;

5. eXtraActive, Inc. will not permit Afternic.com or any other company affiliated with eXtraActive, Inc. that is involved in Secondary Market Activities to act as a reseller or agent for eXtraActive, Inc.'s registration services; and

6. eXtraActive, Inc. will not supply Afternic.com or any other company affiliated with eXtraActive, Inc. that is involved in Secondary Market Activities with any information concerning domain-name registrations or domain-name availability on a basis more favorable than it provides to the general public.

B. This Agreement shall be coterminous with eXtraActive, Inc.'s accreditation by ICANN, except that in the event that ICANN adopts a consensus policy concerning registrar participation in Secondary Market Activities eXtraActive, Inc. shall comply with that policy and shall be relieved from its obligations under this Agreement.

C. A breach of this Agreement shall constitute a breach of any registrar accreditation between ICANN and eXtraActive, Inc.

AGREED AND ACCEPTED
This the 6th day of July, 2000.

SIGNED

_________________________ Louis Touton Vice-President ICANN

_________________________ Jon Whelan President eXtraActive, Inc.