Appendix I

RegCo Letter of Intent
Friday, September 29, 2000

Purpose

To build, deploy and manage stable, reliable and predictable registry operations services to Afilias Inc. Including, but not limited to;

            -             Registry Systems Management,
            -             Zone File Generation
            -             Registrar Support
            -             Network Infrastructure
            -             Hardware
            -             Software Systems
            -             Professional Services and Systems Integration

Structure

RegCo will consist of a board of directors, representing the shareholders' interests, executive and management personnel, as well as full-time operational support staff. Initial staffing will consist of interim employees to be provided by the founding members.

Ongoing services will be delivered through a technology solution as described in the Afilias Registry Operations Proposal to ICANN. This system will generally consist of;

            -            registry software systems provided by Tucows.
            -            Hardware to be supplied by a partner vendor.
            -            Network systems and International colocation to be supplied by a partner vendor.
            -            Network systems and Canadian colocation to be supplied by Q9 Inc.
            -            Professional services and systems integration and management to be provided by Q9.

Ownership Interests

RegCo is being founded as a privately held Delaware Corporation. Ownership structure assumes the following:

Founding Shareholders
-             Tucows Inc.  49%
-             Q9 15%
-             Partner xx%

Partner Shareholders
-             Shareholder #3 15%
-             Shareholder #4 15%

Affiliate Shareholders
-             Shareholder #5 3%
-             Shareholder #6 3%
-             Shareholder #7 3%

Equity offers will be made to the technology partners and three " to-be-determined" groups deemed appropriate by Tucows, Q9 with input from Afilias as acting in the best interests of the Internet community. (for instance, ISOC, IETF, IANA, etc.).

Funding and Capitalization

Seed capital and first-round financing will be provided by the Founding and Partner shareholders. Affiliate Shareholders will have the option, but will not be required to participate in any financing rounds.

Both the Founding and Partners shareholders will ensure that sufficient capital and assets will be available to RegCo to ensure a successful and timely execution of the Afilias contract contingent on a bid award by ICANN.

                                       
Ross Wm. Rader
Tucows Inc.

                                       
Osama Arafat
Q9 Networks Inc.