REGISTRY OPERATOR’S PROPOSAL

The dotPRO Consortium

TABLE OF CONTENTS

Introduction and Overview

Part I General Information

Part II Business Capabilities and Plan

Part III Technical Capabilities and Plan

INTRODUCTION AND OVERVIEW

This application is filed on behalf of The dotPRO Consortium (“DPC”) for the right to operate and administer the registry for the .pro Top-Level Domain (“TLD”). Conditional upon award, the entities comprising the dotPRO Consortium (the “Partners”) include:

· The .TV Corporation International (“dotTV”)

· Lycos, Inc.

· XO Communications, Inc.

· SK Telecom Co, Ltd.

· 7DC, Inc.

· OnlineNIC, Inc.

Collectively, the Partners encompass a broad geographical reach and possess an impressive range of Internet- and technology-related expertise. The DPC Partners are global leaders in the fields of domain name registration (in both registry and registrar functions), wireless networking, portals/search engines, web navigation, broadband, web-hosting, and online services. Respectively, the Partners’ operations are headquartered in the United States (dotTV, Lycos, XO), Korea (SK Telecom, 7DC), and China (OnlineNIC), with international offices located in Hong Kong and the UK (dotTV), Brazil, Germany, Italy, France, Japan, Korea, Mexico, the UK, Spain and The Netherlands (Lycos). Highlights of the Partners’ business activities include:

Company Central Offices Recent Highlights

The .TV Corporation International	Pasadena, CA (USA)	· Exclusive registry for the .tv ccTLD. · Over 100,000 premium domain names registered.
Lycos, Inc	Waltham, MA (USA)	· Leading internet search and navigation engine and portal. · Network of sites includes Lycos.com, Tripod, Angelfire, WhoWhere, Lycos Communications, HotBot, HotWired, Wired News, Webmonkey, Quote.com, Sonique, Gamesville, and Matchmaker.com.
XO Communications, Inc. (formerly Concentric Network and Nextlink Communications)	McLean, VA (USA)	· Largest holder of fixed wireless spectrum in North America · End-to-end high-speed, IP-centric fiber optic backbone network capabilities in the United States, Canada, and throughout much of Europe. · Provider of web-hosting, voice, internet access, private data networking, and integrated services.
SK Telecom Co, Ltd.	Seoul, Korea	· Largest wireless telecommunications company in Korea with over 11.5 million wireless subscribers representing approximately 43% of the local wireless market. · Employs a local workforce of 7,300
7DC, Inc.	Seoul, Korea	· Recently ICANN-accredited Korean registrar
OnlineNIC, Inc.	Xiamen, China	· Largest and oldest ICANN-accredited registrar in China, established in 1996

DPC proposes a two-tier TLD system that targets professional and commercial enterprises, consisting of “pro” as the top-level domain, and a set of second-level domains, each of which pertains to a specific professional community.

The string proposed is “.pro”, an abbreviation for the word “professional”, itself a root name that has broad multi-lingual appeal and will be understood by a large number of Internet users in the world’s professional and commercial communities

Initially, DPC proposes the following second-level domains be established, with as many foreign language equivalents as ICANN determines are appropriate or necessary:

Suffix	Industry	Users
.med	Medicine and Healthcare	doctors, hospitals, HMOs, medical supply companies
.law	Legal and Judicial System	lawyers, judges, courts and courthouses, law firms, clerks
.agr	Agriculture	farmers, food processors, distributors
.ins	Insurance	brokers, agents, insurance firms, actuaries
.fin	Finance	funds, investment banks, brokerages, lenders, banks, accountants
.aer	Aerospace	engineers, manufacturers, airports, airlines
.rx	Pharmaceutical	pharmacies, pharmaceutical companies, laboratories, drugstores
.trv	Travel & Leisure	hotels, restaurants, travel agents, resorts, airlines, car rentals
.art	Arts, Entertainment, Recreation	cinemas, theaters, symphonies, museums, actors, venues, operas
.pub	Publication	publishers, authors, printers, writers, editors, photographers
.auto	Automotive	manufacturers, subcontractors, dealerships, parts, mechanics
.npo	Nonprofit	charities, missions, trade associations, unions
.acct	Accounting	CPAs, auditors, tax preparers, accountants, bookkeepers
.trans	Transportation	trucking, delivery services, railroads, shipping, carting
.util	Utilities	power companies, phone companies, energy, oil, cable, gas

According to the U.S. Census Bureau, the above industries employ more than 100 million people in the United States alone, suggesting a significant worldwide applicability of the proposed .pro TLD.

DPC will be constituted as a joint venture corporation which shall be jointly owned and controlled by the Partners. All management, marketing, business development, finance/administrative and legal functions will be performed directly by DPC’s own personnel. All registry functions will be outsourced to dotTV under contract enabling DPC to take advantage of dotTV’s existing state-of-the-art registry infrastructure.

DTVC asserts that the proposed system brings with it many advantages and will generally enhance the utility of the DNS. In addition to addressing specific needs of the Internet business community that are not currently met under the existing .com regime, the scheme proposed satisfies all or most ICANN’s stated criteria and, specifically, promotes stability, efficiency, and equity on the Internet. Furthermore the proposed scheme will serve as a test-bed for other potential TLDs based on a similar multi-level structure.

The two-level domain name system being proposed is a self-regulating method of stabilizing and organizing the Internet into distinct categories. Inherent in the two-level .pro domain system is a roadmap leading to greater precision that will help Internet users find their destinations more easily, making both site marketing and browsing more efficient and less taxing on the system as a whole.

Furthermore, the proposed system will serve to “flatten” the large discrepancies between desirability of various domain names that has exacerbated cybersquatting problems and led to the saturation of the .com universe. There will be greater supply, lower demand, and less money spent on domain names that will never be used. In short, it promotes stability in a way that a single gTLD rollout does not.

DPC will be able to draw on the substantial financial, technical and management resources of its parent companies to ensure its stability and success. Additionally, the strong international experience and presence of the Partners, either directly or through their respective strategic alliances, will enable DPC to establish a worldwide distribution network to promote global recognition and adoption of a new TLD.

As an operating TLD registry, dotTV already has in place a proven, state-of-the-art global technical infrastructure and high-speed name resolution capability that is overseen by technical personnel with the highest level of expertise and relevant experience. In addition to maintaining the .tv registry and the requisite physical and technical infrastructure, dotTV’s management has displayed the ability to creatively and innovatively introduce and promote the acceptance of a novel TLD to the public. DPC will be able to draw on this management and marketing expertise.

DPC is able to propose an aggressively competitive business model that assumes a wholesale price to registrars of $3.50 per domain name, and includes an initial capital investment of $10,000,000 that will include equity investments from each of the Partners. This initial infusion will allow for a modest return on investment within a reasonable timeframe.

PART I. GENERAL INFORMATION

D2. The full legal name, principal address, telephone and fax numbers, and e-mail address of the registry operator.

The .TV Corporation International (“dotTV”)

130 West Union Street

Pasadena, CA 91103

Telephone number: 626 685 4982

Facsimile number: 626 535 2701

Contact email: a@www.tv

On behalf of:

The dotPRO Consortium (“DPC”)

130 West Union Street

Pasadena, CA 91103

Telephone number: 626 685 4982

Facsimile number: 626 535 2701

Contact email: a@www.tv

The composition of DPC will be finalized prior to the award of the management and operation rights of the new top level domain for which this application is made. Entities which have expressed interest in participating in DPC, conditional upon award, include:

dotTV

Lycos, Inc.

400-2 Totten Pond Road

Waltham, MA 02451

Telephone (781) 370 2700

Fax (781) 370 2600

Contact email: tmurphy@lycos.com;

The Lycos Network is one of the most visited hubs on the Internet reaching one out of every two Web users. Its network of sites includes Lycos.com, Tripod, Angelfire, WhoWhere, Lycos Communications, HotBot, HotWired, Wired News, Webmonkey, Quote.com, Sonique, Gamesville, and Matchmaker.com. The Lycos Network provides leading Web search and navigation, communications and personalization tools, homepage building and Web community services and a cutting-edge shopping center.

Lycos' search engine and directory began with a patented, intelligent spidering technology that was originally created at Carnegie Mellon University. Today, Lycos combines its proprietary technology with other search technologies and services to provide a powerful and relevant search experience.

Through its acquisitions of Tripod, Inc., and WhoWhere, Inc., in 1998, the Lycos Network has become the largest and fastest growing online community with more than 5 million registered Tripod and Angelfire members.

XO Communications, Inc. (formerly Concentric Network and Nextlink Communications)

1505 Farm Credit Drive

6^th Floor

McLean, VA 22102

Telephone (703) 547 2444

Fax (703) 547 2023

Contact email: nsommerfeld@cncx.com;

XO is the largest holder of fixed wireless spectrum in North America, with licenses covering 95 percent of the population in the top 30 markets in the United States. XO's wireless capabilities will complement and extend the reach of its local fiber optic networks in the markets in which XO has spectrum. Additionally, XO has acquired exclusive rights to use certain fibers and a conduit throughout a 16,000-mile high-speed, IP-centric fiber optic backbone network that will connect over 50 cities in the United States and Canada when completed.

On June 16, NEXTLINK Communications Inc., and Concentric Network Corporation merged, in a transaction valued at approximately $3.4 billion. Most recently, NEXTLINK also announced it has agreed in principle to purchase multiple European fiber optic networks, an inter-city Pan European fiber optic network and transatlantic fiber optic capacity for $306 million. The expansion of the network resulting from the transaction will approximately double XO's global market opportunity and will give the company end-to-end network capabilities in the United States, Canada, and throughout much of Europe. Through this unrivaled collection of facilities, XO will provide integrated, end-to-end telecommunications solutions to its customers globally.

SK Telecom Co, Ltd.

99 Seorin-dong

Jongro-gu,

Seoul 110-110

KOREA

Telephone (011-82-2) 2121 2621

Fax (011-82-2) 2121 3935

SK Telecom Co., Ltd. is one of the largest telecommunications companies in Korea with in excess of 11.5 million wireless subscribers representing approximately 43% of the local wireless market and employing a workforce of 7,300.

7DC, Inc.

38-40 Sarnlip Building

3^rd Floor

Yuksamdong Kangnam-gu

Seoul 135-711

KOREA

Telephone (011-82-2) 588 1282

Fax (011-82-2) 587 1282

7DC, Inc. is a recently ICANN-accredited Korean registrar with its headquarters located in Seoul, Korea.

OnlineNIC, Inc.

7F International Trade Building

388 South Hubin Road

Xiamen, 361004

CHINA

Telephone (011-86-592) 516 1011

Fax (011-86-592) 516 1129

Contact email: tony@onlinenic.com;

OnlineNIC, Inc. is the largest and oldest ICANN-accredited registrar in China. The company was established in 1996 and currently employs a staff of 140 with its headquarters located in Xiamen, China.

In the event one or more of the above entities elect not to participate in the consortium, dotTV either alone, or with the remaining members of the consortium, is willing to move forward with this application and to assume all of DPC’s responsibilities and obligations.

D3. The addresses and telephone and fax numbers of all other business locations of the registry operator.

dotTV:

dotTV (UK) Ltd. 77 Oxford Street, 5th floor, London, W1R 1RB, United Kingdom Direct 44-20-7659-2087 Fax 44-20-7659-2668

dotTV (Asia) Ltd. #16B 49 Hollywood Road, Central, Hong Kong Direct 852-2537-1989 Fax 852-2895-6146

DPC: Not applicable.

D4. The registry operator's type of business entity (e.g., corporation, partnership, etc.) and law (e.g., Denmark) under which it is organized.

DPC: is an unincorporated joint venture which proposes to incorporate under the laws of Delaware upon confirmation of ICANN’s approval of this application.

DotTV: is a Delaware corporation.

D5. URL of registry operator's principal world wide web site.

DPC: Website will be created upon award.

dotTV: http://www.tv

D6. Dun & Bradstreet D-U-N-S Number (if any) of registry operator.

DPC: D-U-N-S number will be established upon award.

dotTV: 12-797-2318

D7. Number of employees.

DPC: Employees will be hired upon award.

dotTV: 64 as of September 25, 2000

D8. Registry operator's total revenue (in US dollars) in the last-ended fiscal year.

DPC: DPC is not yet operational.

D9. Full names and positions of (i) all directors, (ii) all officers, (iii) all relevant managers, and (iv) any persons or entities owning five percent or more of registry operator.

dotTV:

(i) Board of Directors:

· Jason Chapnick

· Marcia Goodstein

· Bill Gross

· Bob Kavner

· Lou Kerner

· Koloa Talake

(ii) Officers:

· Lou Kerner, President and Chief Executive Officer

· Craig Frances, Chief Operating Officer

· John Momtazee, Chief Financial Officer, Senior Vice President, Business Development, Finance and Treasurer

· Anthony Bishop, Vice President, General Counsel and Secretary

· John Bowen, Vice President, Strategy

· Philip Reese, Vice President, Technology

· Bill Russell, Vice President, Finance, Assistant Secretary and Assistant Treasurer

· James Ross, Vice President, Business Affairs

(iii) Managers:

· Sue Whitfield, Senior Director, Human Resources

· Steve Hisey, Controller

· Rob Kostich, Senior Director of Marketing

· Patty Bolanos, Senior Director of Operations

· Bob Neer, Managing Director, dotTV (Asia) Ltd.

· Thomas Schulz, Director of International Business

· David Rosenbaum, Director of Sales

(iv) Entities/Persons owning 5% or more on a fully diluted basis:

· idealab! Holdings, LLC 48.49%

· The Government of Tuvalu 14.92%

· Information.ca InfoTouch Corporation 8.14%

· Management (includes uncommitted options) 25.41%

DPC:

DPC currently has no directors, officer, managers or personnel. Upon award, DPC will aggressively begin the hiring process for DPC management and employees. If necessary, dotTV will provide supplemental management and personnel required to enable launch of the registry.

D10. Name, telephone and fax number, and e-mail address of person to contact for additional information regarding this proposal. If there are multiple people, please list all their names, telephone and fax numbers, and e-mail addresses and describe the areas as to which each should be contacted.

Anthony Bishop

Vice President and General Counsel

Telephone: (626) 685-4982

Fax: (626) 535 2701

Email: a@www.tv

D11. The full legal name, principal address, telephone and fax numbers, e-mail address, and Dun & Bradstreet D-U-N-S Number (if any) of all subcontractors identified in item D15.3 below.

DPC’s proposes to subcontract the technical operations of the registry to dotTV whose information is set forth below:

The .TV Corporation International

130 West Union Street

Pasadena, CA 91103

Telephone number: 626 685 4982

Facsimile number: 626 535 2701

a@www.tv

DUNS 12-797-2318

PART II. BUSINESS CAPABILITIES AND PLAN

Overview

This application is made by The .TV Corporation International (“dotTV”) on behalf of The dotPRO Consortium (“DPC”), for the right to manage and administer the registry of the new generic top level domain proposed herein (the “ new gTLD”) and to oversee and administer the worldwide introduction of .pro. The composition of the consortium will be finalized prior to the award of the right to operate of the new top level domain for which this application is made. Entities which have expressed interest in participating in DPC, conditional upon award, include:

• Lycos, Inc.; (a leading Internet search and navigation engine and portal).

• XO Communications, Inc. (formerly Concentric Network and Nextlink Communications; a leading webhost and leading wireless/fiber optic networking company, respectively).

• SK Telecom Co, Ltd.; (a leading Korean wireless telecommunications company).

• 7DC, Inc., Inc.; (a Korean domain name registrar).

• OnlineNIC, Inc.; (the largest domain name registrar in China).

In the event one or more of the above entities elect not to participate in the consortium, dotTV either alone, or with the remaining members of the consortium, is willing to move forward with this application and to assume all of DPC’s responsibilities and obligations.

DPC will administer and be responsible for all registry functions. All management, marketing, business development, finance/administrative and legal functions will be performed directly by DPC through its own staff. All technical functions will be outsourced to dotTV under contract enabling DPC to take advantage of dotTV’s existing state-of-the-art registry infrastructure, subject to oversight and direction from DPC’s principal technical executive. Further details regarding the proposed management/staffing structure of DPC and the allocation of functions between DPC and dotTV are discussed in detail elsewhere in this proposal.

With regard to the administration and distribution of domain names in .pro, DPC proposes to:

• Utilize the distribution channels of ICANN-accredited and non-ICANN accredited registrars;

• Oversee and maintain all requisite business, technical, support and administrative functions in connection with .pro;

• Continuously monitor, evaluate, and revise the policies applicable to the successful operation of .pro registry with which it is entrusted.

• Market, advertise and promote .pro to registrars and consumers worldwide;

D13.1.1. Company information. Date of formation, legal status, primary location, size of staff, formal alliances, references, corporate or other structure, ownership structure.

dotTV:

dotTV is a Delaware corporation which was incorporated on September 24, 1998.

The ownership structure of dotTV is as follows:

Entity	% of Total
Idealab! Holdings, LLC	48.49%
The Government of Tuvalu	14.92%
Information.ca InfoTouch Corporation	8.14%
Management (includes uncommitted options)	25.41%
Other	3.04%

As of September 25, 2000, dotTV had a staff of 64, most of whom are based at dotTV’s head office at 130 West Union Street, Pasadena, California 91103. dotTV operates regional offices in London and Hong Kong.

DPC:

DPC is an unincorporated joint venture which proposes to incorporate under the laws of Delaware upon confirmation of ICANN’s approval of this application. Entities which have expressed interest in participating in DPC, conditional upon award, include the following, whose corporate information is set forth in the attached Exhibit A-1, Exhibit A-2, Exhibit A-3, and Exhibit A-5:

Lycos, Inc.

XO Communications, Inc.

SK Telecom Co., Ltd.

7DC, Inc.

OnlineNIC, Inc.

In the event one or more of the above entities elect not to participate in DPC, dotTV either alone, or with the remaining members of DPC, will move forward with this application and to assume all of DPC’s responsibilities and obligations.

D13.1.2. Current business operations. Core capabilities, services offered, products offered, duration of provision of services and products.

dotTV:

Pursuant to an exclusive agreement with the Government of Tuvalu, dotTV is a registrar and the exclusive worldwide registry for second-level domain names in the .tv top-level domain. The Company received its initial funding in November, 1999 from the idealab! Corporation in Pasadena, California, and began registering .tv domain names in April, 2000. In exchange for the exclusive in-perpetuity license of the .tv top-level domain, the nation of Tuvalu has received a significant minority interest in dotTV, a seat on dotTV’s board and substantial cash payments.

As an operating registry, dotTV already has in place a proven, state-of-the-art global technical infrastructure and high-speed name resolution capability which would be required by any prospective registry operator. In addition to maintaining the .tv registry and the requisite physical and technical infrastructure, a significant proportion of dotTV’s management and staff is dedicated to the marketing, distribution and commercialization of .tv domain names and the development of ancillary business opportunities. In this respect dotTV has displayed the ability to creatively and innovatively introduce and promote the acceptance of a novel TLD to the general public.

dotTV’s primary source of income is derived from the registration of .tv domain names. Since domain-name registrations represent obligations to pay annual registration fees, and because of the high renewal rates normally experienced with domain names, dotTV has a highly-predictable recurring revenue stream to support and invest in its business ventures. Initial license fees are paid up-front and in cash. Reflecting the international appeal of the .tv domain extension, over 45% of dotTV’s registrations have been from international customers.

From a marketing perspective, dotTV has innovatively and aggressively positioned .tv as the domain for the new generation of richer and more engaging online experiences. The dotTV marketing team consists of group that has diverse experience in both online and offline marketing from the following companies: The Clorox Company, Nestlé USA, eHow.com, Stamps.com and various advertising and public relations agencies.

Examples from dotTV’s advertising and marketing campaigns are attached as Exhibit B.

Since the launch of dotTV in April, 2000, thousands of companies from around the globe have launched websites in the .tv top level domain including:

• The Academy of Television Arts & Sciences- nonprofit trade group that conducts the annual Emmy Awards (http://www.emmys.tv/)
• PAX TV- largest owner of broadcast stations in the country and the operator of the seventh largest television network in the United States (http://www.pax.tv/)
• NBC4 (KNBC)- NBC’s owned and operated station in Los Angeles (http://www.nbc4.tv/)
• Sega of America- the arm of Tokyo, Japan-based Sega Enterprises, Ltd. responsible for the development, marketing and distribution of Sega videogame systems and videogames in the Americas (website under development)
• Columbia TriStar International Television- division of Sony Pictures Entertainment (website under development)
• Billabong- a leading provider of surf, skate and snow products (http://www.billabong.tv/)
• Metro-Goldwyn-Mayer Studios- provider of entertainment content throughout the world (websites under development)
• Baseball.TV- first interactive broadcast site devoted entirely to the sport of baseball, with webcasts, real time stats and more (http://www.baseball.tv/)
• Zee TV- number one satellite channel of South Asia, Zee TV is watched by nearly 180 million viewers in Asia alone (website under development)

As of September 25, 2000 dotTV had registered over 100,000 names within the .tv top-level domain. dotTV has generated significant interest within the international Internet community, having received over 45% of registrations from outside of the United States. In addition to registering domain names to international customers on its own website, dotTV has signed agreements with 4 U.S. registrars and 7 registrars located outside the United States. Approximately 10 other registrar agreements are in the final stages of negotiation and expected to be executed and implemented imminently.

.tv Registrations by Country as of September 25, 2000:

Country	% of Total
United States	53.40%
United Kingdom	10.30%
South Korea	8.70%
Canada	4.50%
Netherlands	3.00%
Germany	2.50%
Spain	2.00%
Australia/New Zealand	2.00%
France	1.50%
Japan	1.20%
Italy	1.10%
China/Taiwan/Hong Kong	1.00%
Other	8.80%

dotTV will capitalize on its position as an Internet point-of-entry by offering a suite of value-added products and services through third parties, including email, web hosting, web design and video streaming services.

dotTV will use it’s strong and growing business experience and partner relationships to support and promote the business activities of DPC.

DPC:

DPC will administer and be responsible for all registry functions of .pro registry. Generally, all management, marketing, business development, finance/administrative and legal functions will be performed directly by DPC through its own staff. All technical functions will be outsourced to dotTV under contract enabling DPC to take advantage of dotTV’s existing state-of-the-art registry infrastructure, subject to oversight and direction from DPC’s principal technical executive.

DPC will have access to dotTV’s established business partners and, to the extent possible, dotTV will facilitate the establishment of advantageous business arrangements between DPC and dotTV’s business partners on terms identical or comparable to those enjoyed by dotTV. In addition, DPC will be able to draw on the management and personnel of dotTV to assist with the establishment and operation of the new registry. The proposed staffing structure of DPC is discussed in D13.1.7 below.

D13.1.3. Past business operations/entity history. History, date of formation, legal status/type of entity, initial services, duration of provision of services and products.

dotTV:

dotTV is a Delaware corporation which was incorporated on September 24, 1998. dotTV commenced business operations in April, 2000 and its corporate structure and business operations have not changed since that time. See D13.1.2. for a description of dotTV’s current business operations.

DPC:

DPC is an unincorporated joint venture which proposes to incorporate upon confirmation of ICANN’s approval of this application.

D13.1.4. Registry/database/Internet related experience and activities. Experience with database operations, Internet service provision.

DPC has not conducted any business in its own right. DPC will outsource to dotTV all technical functions with regard to the operation of the registry and, during its start up phase, draw upon dotTV’s experienced management and staff to assist in the establishment of DPC’s stand-alone operations. See 13.1.2 outlining dotTV’s current business operations and core competencies including registry/database/Internet related experience. dotTV’s technical experience with regard to registry operation is further discussed in the Technical Capabilities Plan.

D13.1.5. Mission. The registry operator’s mission and how it relates to expansion into the registry operation field.

DPC’s mission is to facilitate and promote the introduction, distribution and adoption of the proposed new gTLD within the worldwide Internet community. Integral to this goal is establishing a wholesale price point that provides adequate incentive to ICANN-accredited and non-ICANN accredited registrars to offer registration on a consistent and equitable basis for all interested parties.

D13.1.6. Management qualifications and experience of financial and business officers and other relevant employees. Please address/include past experience, resumes, references, biographies.

dotTV:

dotTV has put in place a talented and experienced management team well equipped to oversee the introduction of a new gTLD and the operation of its registry. These resources would be made fully available to DPC. Set forth below are biographies for dotTV’s senior executive team, board of directors and advisory board:

Lou Kerner

Chief Executive Officer

Mr. Kerner has significant experience in analyzing and understanding the management and financial performances of the world’s leading media companies. Prior to joining dotTV in January of 2000, he was a Vice President in the equity research department at Goldman Sachs, analyzing domestic and international cable, satellite and related companies. Prior to Goldman Sachs, he worked as a securities analyst at Merrill Lynch, covering cable, media and broadcasting companies. From 1992 - 1994, he served as President of de Forest Research, a leading provider of legal and factual research to the entertainment industry. Mr. Kerner earned a M.B.A. from Stanford University and a B.A. in Economics from the University of California, Los Angeles.

Craig Frances

Chief Operating Officer

Craig Frances has substantial experience building Industry-leading Internet companies. Prior to joining dotTV in May 2000, Frances served as Managing Director for idealab! His accomplishments there included leading the investment in Commission Junction, Inc., an affiliate service provider, which represented one of idealab!'s first investments in Internet infrastructure and is the largest initial idealab! investment to date. Frances serves as a board member for Commission Junction, Inc. and as an advisory board member for HealthAllies, Inc. and Respro, Inc. Prior to joining idealab!, Frances was co-founder and Vice President health partnerships of yourPharmacy.com from August of 1998 to October of 1999. In July of 1997, he co-founded Expert Consensus Guidelines, LLC, a company that surveys expert physicians across the country about "best practices" to create diagnostic and therapeutic algorithms, where he worked through September of 1999. From July of 1996 to June of 1997, Frances was the chief medical resident at University of California, San Francisco where he designed and implemented hospital administration programs. From July of 1995 to June of 1996, he created a series of books, the Saint-Frances Guides, with Williams & Wilkins. Craig Frances received a B.A. from Cornell University and a M.D. from Cornell Medical School.

John Momtazee

Chief Financial Officer

Senior Vice President, Business Development

Mr. Momtazee has developed substantial analytical and financial expertise in technology and telecommunications. Prior to joining dotTV in January of 2000, Mr. Momtazee was in Technology Investment Banking at Donaldson, Lufkin & Jenrette Securities Corporation (DLJ) in Los Angeles where he advised on buy- and sell-side M&A transactions and managed equity and debt financings. Prior to DLJ, he held associate positions at Davis Polk & Wardwell in New York and Baker & McKenzie in Chicago. Mr. Momtazee earned an M.B.A with honors from the University of Chicago Graduate School of Business and a J.D. with honors from the University of Chicago Law School. He also earned an M.S. in Engineering Economic Systems and an A.B. in Quantitative Economics from Stanford University. He is a member of the State Bar of California.

Anthony Bishop

Vice President and General Counsel

Mr. Bishop has more than 18 years of corporate legal experience. Prior to joining dotTV, he was Associate General Counsel of Amazon.com, responsible for managing legal activities related to business development, strategic investment, corporate finance, mergers and acquisitions, and, SEC compliance. Prior to Amazon.com, he was Senior Vice President, General Counsel, and Secretary for Airport Group International, a leader in the worldwide airport privatization business. Mr. Bishop was also a partner with the law firm of Sheppard, Mullin, Richter & Hampton in Los Angeles, where he specialized in corporate and securities law. Mr. Bishop earned a J.D. from the University of Southern California Law School and a B.A. in International Relations with honors from the University of Southern California.

John Bowen

Vice President, Strategy

Mr. Bowen is an expert in developing and implementing business strategies. Prior to joining dotTV, Mr. Bowen spent five years as a consultant with McKinsey & Company in Los Angeles, working closely with client companies on a host of top management issues. His areas of expertise include strategy development; mergers, acquisitions and alliances; technology; and product development. Previously, he helped formulate a growth strategy and prepared investment recommendations for Meredith, Martin & Kaye, Inc. (now Meredith & Company) in New York. Prior to that, Mr. Bowen was a member of the technical staff at the Jet Propulsion Laboratory (NASA), where he helped manage a research program for the U.S. Space Shuttle program. He earned an M.B.A. from Harvard Business School, both M.S. and Engineer’s degrees in Aeronautics from the California Institute of Technology (Caltech), and a B.S. in Engineering Physics at the University of California at Berkeley.

Philip Reese, Ph.D.

Vice President, Technology

Mr. Reese has most recently served as Executive Director of the Infrastructure Core at the University of Southern California’s Information Services Division. In this role, he oversaw a wide range of activities, ranging from the campus’s Internet and Internet 2 connections, campus network, central email, web, and other information servers, desktop computer systems, University Library monograph and serial cataloging and acquisition, telecommunications contracts and direction, and the student information system. He has been in technology management roles for the past ten years. He earned his Ph.D. in technology/science education from UC Berkeley.

Bill Russell

Vice President, Finance

Mr. Russell brings more than twenty years of financial management experience with top broadcasting and production companies to dotTV's executive team. Prior to joining dotTV in June 2000, Russell served as Chief Financial Officer with Worldwide Sports & Entertainment where he oversaw financial functions for the company’s animation production, satellite broadcasting, Internet customer service, and sports and recreations divisions. He previously served as Vice President of Finance of Hanna-Barbera Productions, Inc., and as CFO of Skouras Pictures, Inc., an independent film production company.

James Ross

Vice President, Business Affairs

Mr. Ross has over 16 years of international legal and media/entertainment experience and is admitted to practice law in California, the UK and Australia. Prior to joining dotTV he served as Senior Counsel at Twentieth Century Fox, where he negotiated and implemented many joint ventures and strategic alliances worldwide; handled the international licensing of countless motion pictures; and advised on trademark, copyright and transactional matters. Prior to joining Fox, he worked in London as in-house counsel for United International Pictures and Vestron International.

Board of Directors

Bill Gross

Chief Executive Officer and Chairman of the Board of Directors, Idealab!

Bill Gross founded idealab! in March of 1996 and has served as Chairman of the Board, Chief Executive Officer and a director since that time. Mr. Gross served as idealab!’s President from March of 1996 to March of 2000. Since March of 1998, he has served as a managing director of idealab! Capital Management I, LLC. Prior to idealab!, he started a number of companies. In high school, Mr. Gross started Solar Devices, a firm, which sold, plans and kits for solar energy products. In college at the California Institute of Technology, he patented a new loudspeaker design and formed GNP Loudspeakers Inc. After graduating from California Institute of Technology, Mr. Gross and his brother Larry Gross started GNP Development Inc., which made a natural language product for Lotus 1-2-3 called HAL. In 1995, Lotus Development Corporation acquired GNP. From February of 1986 to March of 1991, he was a software entrepreneur at Lotus Development. In 1991, Mr. Gross started Knowledge Adventure, an educational software publisher that was eventually sold to Havas Vivendi. He also serves on the boards of directors of approximately 20 of idealab!’s public and private network companies, including GoTo.com, NetZero and Ticketmaster Online-CitySearch. He is also a member of the board of trustees of the California Institute of Technology. Mr. Gross received his B.S. in Mechanical Engineering from the California Institute of Technology.

Marcia Goodstein

President; Chief Operating Officer; President, idealab! Pasadena; Director

Marcia Goodstein founded idealab! with Bill Gross in March 1996 and has been the Chief Operating Officer since May 1998, a director since May of 1999, and President since March of 2000. Prior to joining idealab!, Ms. Goodstein worked in business development and marketing from July 1994 to June 1995 for Enfish Corporation, a software development company. From February 1991 to July 1994, she worked for Gemstar Development Corporation, where she was responsible for media licensing for North America and licensing, marketing, and distribution in South America. Prior to that, she worked from July 1986 to February 1991 at a California Institute of Technology research facility. She is a graduate of Pomona College.

Bob Kavner

Vice Chairman; President, idealab! Silicon Valley; Director

Bob Kavner has served as President, idealab! Silicon Valley since March 2000 and as one of Vice Chairmen and directors of idealab! since January 1999. From September of 1996 to December of 1998, he served as President and Chief Executive Officer of On Command Corporation, a public company with $240 million in annual sales. From September of 1995 to August of 1996, Mr. Kavner provided consulting services in new media markets. From June of 1994 to September of 1995, he also served as an advisor to Creative Artists Agency. From May of 1984 to May of 1994, Mr. Kavner served as an executive Vice President of AT&T, where he acted as Chief Executive Officer of Multimedia Products and Services. He currently serves on the board of directors of the following public companies: Fleet Financial Group, EarthLink Networks, Ticketmaster Online-City Search, Inc., GoTo.Com and Jupiter Communications. Mr. Kavner received his B.B.A. in Business Management from Adelphi University and attended the Advanced Management Program at Dartmouth University.

Jason Chapnik

Founder, dotTV

Mr. Chapnik co-founded TouchTech Corporation (Ontario) in 1995 to revolutionize the electronic delivery of real estate information to consumers using the Internet. In late 1997, TouchTech was acquired by Homestore.com Inc. (Nasdaq: HOMS) operator of the leading real estate sites on the Internet including Realtor.com, Homebuilder.com, Springstreet.com, Remodel.com and Homefair.com. Through late 1999, Mr. Chapnik served as the President of Homestore.com's Canadian operations. In late 1998, Mr. Chapnik founded The .TV Corporation to market the .TV top-level domain on the Internet. Mr. Chapnik received his Bachelor of Commerce degree from McGill University in Management Information Systems and Real Estate Analysis.

Koloa Talake

Mr. Talake is Special Advisor to the Prime Minister of Tuvalu.

Lou Kerner

Chief Executive Officer, dotTV

Advisory Board

Frank Biondi

General Partner, WaterView Partners

Mr. Biondi has over two decades of creative and business experience in the entertainment industry. Most recently, he was Chairman and Chief Executive Officer of Universal Studios, and also served on the Board of Directors of The Seagram Company, Ltd. and USA Networks Inc. Prior to that, Mr. Biondi served as President and Chief Executive Officer and a member of the board at Viacom Inc., Chairman and Chief Executive Officer of Coca-Cola Television, and Chairman, CEO of Home Box Office, Inc., a subsidiary of Time Warner. Mr. Biondi is also a board member for a variety of other prestigious companies including The Bank of New York, Vail Resorts, Inc., Leake and Watts Services, Inc., About.com, the Museum of Television and Radio, and the International Tennis Hall of Fame.

Jim Chabin

President, Academy of Television Arts & Sciences

As President of the Academy, Mr. Chabin oversees the day-to-day activities of the organization, which serves about 10,000 members of the television creative community. Mr. Chabin served as President and Chief Executive Officer of the International Association of Promotion, Marketing, and Design Professionals in the electronic media industry (PROMAX and BDA) prior to joining the Academy in April of 1999. Prior to joining PROMAX in 1992, Mr. Chabin served as Vice President of National Promotion and Corporate Development at E! Entertainment Television where he developed consumer and affiliate promotions, advertiser value added strategies, the E! Radio news service and E!’s studio promotion relationships. Before joining E!, he headed Chabin Communications, owners of KKIS-AM/FM in Walnut Creek/Concord, California. He was also the Western Marketing Manager for the CBS Television Stations in Los Angeles after having held positions with KCBS-TV, Los Angeles; CBS Television National Sales in Atlanta, and CBS Radio. Prior to that, he managed KVMT-FM in Vail, Colorado. Mr. Chabin’s 30-year career began as a disc jockey during high school at his hometown radio station, KWBW, in Hutchison, Kansas.

Allen DeBevoise

President and Chief Executive Officer, Creative Planet

Mr. DeBevoise is one of the founders of Creative Planet. Mr. DeBevoise brings more than 20 years of experience in the multimedia and interactive business to Creative Planet. Mr. DeBevoise was President and Chief Executive Officer of TCI Interactive, TCI’s Internet investment vehicle. While at TCI, he executed investments in Sportsline, iVillage, and Interzine. Prior to joining TCI, Mr. DeBevoise was President and Chief Executive Officer of AND Interactive Communications, an award-winning interactive design and production company, which he sold to TCI in 1994. Mr. DeBevoise’s experience also includes a tenure at Robert Abel & Associates, a visual effects firm, where he was Technical Director and then Creative Director. Mr. DeBevoise graduated from the University of Pennsylvania with a B.A. in Mathematics and an M.S.E. in Computer Science.

Peter Lund

Chief Executive Officer, Dreamlife and Former President, CBS Inc.

Peter Lund is Chief Executive Officer of Dreamlife and has served as a Director of Dreamlife since November 1999. With more than 35 years in the broadcasting business, Mr. Lund has served as President and CEO of CBS Inc. and the CBS Television and Cable Group. Prior to that, he was President of the CBS Broadcast Group, President of the CBS Television Network and

President of CBS Sports. Mr. Lund is currently a Director of Lycos, Inc., Hughes Electronics Corp., and Crown Media Holdings, Inc. and a member of the Board of Governors at the University of St. Thomas.

Lee Masters

President and Chief Executive Officer, Liberty Digital, Inc.

Based in Los Angeles, Liberty Digital is Liberty Media’s primary vehicle for investing in new media and music sectors with an emphasis on developing interactive content for the advanced digital set-top box. Liberty Digital is a diversified new media company with investments in Internet content and interactive television businesses, as well as music services delivered to commercial and residential customers via cable, satellite, the Internet and other platforms. Prior to Liberty Digital, Mr. Masters was President and Chief Executive Officer of E! Entertainment Television from January 1990 to December 1998. Under his leadership, E! grew in value from $35 million to over $1 billion, launching E! Online and its related Web sites and a new 24-hour network called ‘Style’. Mr. Masters was formerly executive Vice President and General Manager of MTV, where he developed the strategy for the network’s highly successful transition to long-form programming. He also oversaw the network’s worldwide international expansion. Prior to his career in television, Mr. Masters enjoyed a successful 20-year career in radio. He began as a disc jockey and moved through the ranks as a programmer, station manager, and then owner of a group of radio stations. Originally from Doylestown, Pennsylvania, Mr. Masters attended Philadelphia’s Temple University where he studied mathematics and philosophy.

Dan Shader

Entrepreneur in Residence, Benchmark Capital

Daniel Shader currently serves as an entrepreneur in residence at Benchmark Capital. Immediately prior to this position Mr. Shader served as the vice president and general manager of the Amazon Commerce Network, the expanding network of first-tier e-commerce providers that extend the services that Amazon.com offers its customers. He joined Amazon.com after the acquisition of Accept.com, the first consumer-to-consumer payment services company that he co-founded and led as CEO. Shader formed Accept.com while an entrepreneur-in-residence at Benchmark Capital and Kleiner Perkins Caufield and Byers. Previously, he was vice president of partner and developer relations at Netscape Communications Corporation, where he oversaw a five-fold increase in the number of Netscape developers and the shipment of more than 120 commercial products. Shader also built Netscape's international marketing team and restructured its channel programs, significantly increasing the profitability of Netscape's indirect business. Before Netscape, Shader served as vice president of OEM sales and business development at Collabra Software. Earlier, he worked for GO Corporation, a U.S. pioneer in pen computing. Mr. Shader holds a BS in Industrial Engineering and Operations Research from University of California at Berkeley, and an MBA from Stanford University.

DPC:

DPC currently does not conduct business and has no existing management. Upon award dotTV will aggressively begin the hiring process for DPC management and employees. If necessary, dotTV shall provide supplemental management and personnel to enable launch of the registry.

Details regarding the proposed management structure of DPC are discussed in D13.1.7.

D13.1.7. Staff/employees. Current staff size, demonstrated ability to expand employee base, hiring policy, employee training, space for additional staff.

DPC:

DPC does not currently conduct business in its own right and has no employees. Upon award dotTV will aggressively begin the hiring process for DPC management and employees. Generally, all management, marketing, business development, finance/administrative and legal functions will be performed directly by DPC through its own staff. All technical functions will be outsourced to dotTV under contract enabling DPC to take advantage of dotTV’s existing state-of-the-art registry infrastructure, subject to oversight and direction from DPC’s principal technical executive.

The proposed management and staffing structure of DPC is as follows:

PROPOSED MANAGEMENT OF DPC:

The management of DPC is anticipated to be as follows:

Board of Directors:

DPC’s management will act under the oversight of a Board of Directors comprised of representatives from each of the consortium partner companies.

Chief Executive Officer:

The day-to-day management of DPC will be overseen by a Chief Executive Officer who will report to DPC’s Board of Directors.

The following functional heads will report to the CEO.

Chief Technical Officer:

The Chief Technical Officer will have oversight of all in-house technical and production matters including the establishment and maintenance of equipment, systems and DPC’s websites. The CTO will additionally have oversight of all outsourced technical functions including technical functions performed by dotTV under contract.

Vice President, Business Development:

The Vice President of Business Development will have responsibility for identifying and developing business opportunities with regard to .pro including the establishment of a distribution network of registrars and business partners.

Vice President, Marketing:

The Director of Marketing will devise and implement marketing and advertising strategies and campaigns enhancing visibility and public awareness of .pro and promoting its acceptance and adoption. The Vice President of Marketing may also implement co-marketing strategies with its various registrar partners.

General Counsel:

The General Counsel will oversee all legal matters with regard to the establishment of DPC and the introduction of .pro including the implementation and proper application of DPC’s registration policies and addressing of intellectual property issues.

Controller/Director of Finance and Administration:

The Director of Finance and Administration will oversee all financial, accounting and budgeting functions with regard to DPC’s operations and the introduction of .pro.

STAFFING OF DPC:

All management, marketing, business development finance/administrative, and legal functions will be performed directly by DPC through its own staff, while most technical functions will be outsourced to dotTV under contract. As DPC will be relying on dotTV’s existing and proven technical infrastructure and capabilities to handle much of the registry function, DPC’s anticipated staffing requirements will be quite modest. Based on the 90% confidence projections discussed later in this proposal, DPC estimates that it will require a staff of 6 at inception increasing to 15 over two years. Details regarding the composition of the staff are provided in the attached Exhibit D.

Based on dotTV’s own experience (discussed below), it is anticipated that DPC will be able to readily adapt its staffing structure and expand rapidly to meet the needs of its operation having regard to the volume registrations in .pro. In the event that additional personnel are required by DPC, it is anticipated that such individuals could be promptly located, engaged and trained. As discussed below, dotTV maintains an in-house human resources department which also works in close association with idealab!’s human resources group. DPC will be able to draw upon dotTV’s recruitment resources for assistance in meeting its personnel needs.

Personnel will be selected, hired, trained, compensated and promoted with regard to their experience, education, skills and work performance. DPC will encourage employees to pursue additional studies, training and development to enhance their skills and abilities.

DPC will obtain office space adequate to meet the requirements of its anticipated staff levels and accommodate foreseeable expansion needs. As discussed below, dotTV proposes to relocate in November, 2000 to new office space which would have sufficient capacity to house DPC’s personnel.

dotTV:

As of September 25, 2000, dotTV employed 64 people in senior management, marketing, business development, finance, technology, legal, sales, customer service and administration positions and anticipates the full-time employee headcount to increase to 90 by the end of 2000 and to 133 by the end of 2001. This rapid headcount expansion began from a base of approximately 5 employees in April, 2000, evidencing dotTV’s ability to aggressively recruit and hire talented individuals.

Individuals are selected, hired, trained, compensated and promoted with regard to their experience, education, skills and work performance. dotTV encourages employees to pursue additional studies, training and development to enhance their skills and abilities.

It is anticipated that in November, 2000 dotTV will be occupying a new facility with approximately 20,000 - 25,000 square feet that will accommodate up to 150 employees.

dotTV anticipates that its current staff expansion plans will be adequate to accommodate the projected increase in registration volume and customer contacts arising in connection with the functions it will assume under the outsourcing arrangement with DPC. dotTV maintains an in-house human resources department which also works in close association with idealab!’s human resources group. In the event additional personnel are required by dotTV and/or DPC, the recruitment resources of dotTV and idealab! can be called upon to promptly locate, engage and train the required additional personnel.

D13.1.8. Commercial general liability insurance. Address/include amount of insurance policy, provider of policy, plans for obtaining additional insurance.

dotTV:

General Liability:

Policy Provider: Lumberman’s Mutual (through Marsh USA, Inc.)

Coverage: General aggregate $2 million

Products liability $1 million

Personal injury $1 million

Each occurrence $1 million

Fire $1 million

Medical expense $10,000

Excess Liability/Umbrella:

Policy Provider: National Union (through Marsh USA, Inc.)

Coverage: Each occurrence $5 million

Aggregate $5 million

dotTV will put in place such additional insurance coverage as shall be appropriate in the event that it is required to provide additional registry services in connection with the operation of .pro.

DPC:

Upon ICANN’s confirmation of its approval of this application, DPC will put in place appropriate general liability insurance at appropriate levels.

D13.2. Business Plan for the proposed registry operations. This section should present a comprehensive business plan for the proposed registry operations. In addition to providing basic information concerning the viability of the proposed operations, this section offers the registry operator an opportunity to demonstrate that it has carefully analyzed the financial and operational aspects of the proposal. At a minimum, factors that should be addressed are:

D13.2.1. Services to be provided. A full description of the registry services to be provided.

The registration function includes determining whether proposed domain names are available, establishing accounts which include entering registrant contact information and transacting the financial transaction.

DPC will register domain names in .pro indirectly through distribution arrangements with registrars worldwide. All ICANN accredited registrars will be welcome to perform registrar functions in connection with .pro. To promote the introduction of .pro, DPC will utilize various marketing tools including online and offline marketing.

Customer and technical support services will also be provided as described in D15.2.14 below.

D13.2.2. Revenue Model. A full description of the revenue model, including rates to be charged for various services.

DPC will establish an operational infrastructure modeled on dotTV’s organization, (incorporating the functions outlined in D13.1.7.) which will administer and be responsible for all registry functions. Generally, all management, marketing, business development, finance/administrative and legal functions will be performed directly by DPC through its own staff. All technical functions will be outsourced to dotTV under contract. dotTV’s experience in administering a TLD registry will assure DPC of seamless back-end operations.

Revenue:

It is anticipated that virtually all DPC’s income will be revenue received from its registrar relationships in the form of standard fixed fees. DPC does not intend to control the end prices which registrars charge to their customers. However, DPC is attempting to reduce the rate charged to registrants by offering a competitive rate to its registrars. A relatively small amount of additional income may be generated from ancillary sources including website advertising, however, this has not been factored into our calculations.

This pricing model should ensure a high level of competition in the domain name registration market not seen with .com, .net, and .org domain names until very recently.

Pricing:

DPC proposes to price new gTLD names at a fixed $3.50 per registration. At this pricing level, DPC believes it can make a reasonable rate of return and at the same time provide a low cost alternative for registrars.

Revenue and pricing models are illustrated in the attached Exhibit D.

D13.2.3. Market. Market definition, size, demand, accessibility.

There is a tremendous domestic and international market opportunity for domain name registrations. The demand for domain names is expected to explode to more than 140 million names by 2003. With 20 million registrations as of July 2000, market penetration is only 14% and is being driven by the most fundamental factors: growth in the number of companies engaging in business-to-consumer and business-to-business e-commerce and the growing acceptance of the Web as a communications medium.

Although domain name registrations have been occurring for over six years, a substantial portion of the growth in these registrations has occurred more recently. Approximately 75% of all domain names were registered in the 18 months ended September 30, 1999 and over 50% were registered in the 12 months ended September 30, 1999. During the nine months ended September 30, 1999, a total of approximately 3.6 million new .com, .net and .org domain names were registered worldwide, an increase of 89% over the 2 million new domain names registered in all of 1998. DPC believes that the market for domain name registrations will continue to grow driven by individuals' and businesses' desire for an online identity and brand, the need to promote products, services and events, and the emergence of the Internet as a communications platform. As of May 2000, an estimated 75,000 to 90,000 domain names were being registered each day.

Year	Domains (MM)
1998	5
1999	13
2000	27
2001	49
2002	85
2003	140

The professional and business communities are expected to account for over 90 million domain registrations over this time period (source: Bear Sterns):

Category	Domains (2003; MM)
Personal Names	50
Products & Services	40
U.S. Business	10
Events	10
International Business	30
Total	140

The popular .com top-level domain is saturated, leaving few widely recognizable, high-quality domain names. An active secondary market has developed for quality domain names ending in .com, and other TLDs such as .tv, .ws, .cc, and other country codes. There is a tangible need for a new gTLD that addresses the needs of the global business community. The “Statement of Policies” section of this application addresses DPC’s proposed solution.

D13.2.4 Marketing plan. Advertising, publicity, promotion strategy, advertisement development strategy, relationship with advertising firm. Use of registrars and other marketing channels

DPC’s dedicated Marketing Department will work with their dotTV counterparts to formulate and implement an advertising and marketing strategy for the introduction of .pro. It can be expected that the introduction of .pro in itself will generate enormous public awareness. Consequently, the marketing strategy to be applied in respect to .pro is expected to be significantly scaled down from that needed to brand a TLD such as the .tv ccTLD. Notwithstanding the differences in focus and scale between the .tv and proposed new gTLD campaigns, DPC will be greatly advantaged by being able to draw on dotTV’s expertise and experiences.

dotTV has already gained significant knowledge on how to best market new TLDs. The .tv TLD was successfully launched in April 2000 and continues to grow at an impressive rate. Positioned as the domain for the new generation of richer and more engaging online experiences, .tv has received traction from all over the world.

The dotTV marketing team consists of a group that has diverse experience in both online and offline marketing from the following companies: The Clorox Company, Nestlé USA, eHow.com, Stamps.com and various advertising and public relations agencies. The company is confident that it can best position and subsequently market .pro to maximize the market opportunity.

In connection with the introduction of .pro, DPC will have the opportunity to leverage the experience gained by dotTV from its launching the .tv TLD and to utilize various proven marketing tools including online advertising and public relations. In view of the significant press attention which is expected to be directed at the introduction of .pro, DPC will endeavor to maximize the exposure and promotion of .pro through extensive public relations initiatives. In this regard, it is anticipated that DPC would engage the services of the global public relations agency, Edelman Communications, which currently provides PR services for dotTV.

The extensive PR campaign will be supplemented by online and other direct marketing efforts that will be two-pronged:

1. To end-users – principally including advertising on registration sites around the world which dotTV has already tested and proved to be highly effective in promoting the adoption of domain names.

2. To distribution partners - this will be a direct effort by DPC’s marketing team to ensure that registrars around the world are well aware that they can, on an automated basis, download the DPC API and begin registering .pro from day one. By the time that .pro is formally approved and introduced, dotTV expects to have in place formal distribution arrangements with registrar partners that register over 80% of all Internet domain names worldwide. dotTV will leverage these arrangement for the benefit of DPC, thereby providing DPC and .pro with a broad distribution network from inception.

Beyond the initial phase of introduction, DPC will market .pro principally through additional online advertising and co-marketing programs with its distribution partners. Focus will be placed on vehicles that best support the continued growth of .pro.

Anticipated marketing expenses in connection with the above plan vary based on the estimated demand levels. DPC proposes to expend approximately 70% of estimated new registration revenue in year one on marketing to promote the TLD. Based on that assumption, marketing costs for the first year would range between $1.6 million (applying the 90% confidence figures) and $2 million (applying the 10% confidence figures). In subsequent years marketing would be scaled back to an amount equal to 10% of new revenue commitments based on the assumption that DPC’s registrar partners would each implement marketing campaigns attracting registrants to their respective websites.

D13.2.5 Estimated demand for registry services in the new TLD. Projected total demand for registry services in the TLD, effect of projected registration fees, competition. Please provide estimates for at least 10%, 50% and 90% confidence.

Having regard to the statistics discussed under D13.2.3 and dotTV’s experiences, DPC expects that the number of registrations in the first year will range from 385,000 (applying the 90% confidence figures) to 1.2 million (applying the 10% confidence figures). By the end of the fifth year, the cumulative number of registrations is expected to range between 5 million (applying the 90% confidence figures) and 17 million (applying the 10% confidence figures).

10%, 50% and 90% confidence projections detailing the above are incorporated in the revenue tables attached as Exhibit D.

The 10% projections assume approximately 17 million new gTLD registrations over a five year period and further assume an annual non-renewal rate of 25%. Projected registrations during the first month are estimated to be approximately 65,000, with ensuing growth at a monthly rate of approximately 4.9% during year one and decreasing to 2.5% in year five.

The 50% projections assume approximately 10 million new gTLD registrations over a five year period and further assume an annual non-renewal rate of 25%. Projected registrations during the first month are estimated to be approximately 40,000, with ensuing growth at a monthly rate of 4.8% during year one and decreasing to 2.4% in year five.

The 90% projections assume approximately 5 million new gTLD registrations over a five year period and further assume an annual non-renewal rate of 25%. Projected registrations during the first month are estimated to be approximately 25,000, with ensuing growth at a monthly rate of 4.1% during year one and decreasing to 2.1% in year five.

D13.2.6. Resources required to meet demand. Provide a detailed estimate of all resources (financial, technical, staff, physical plant, customer service, etc.) required to meet the estimated demands, using at least the 10%, 50%, and 90% confidence levels.

Overview

DPC will put in place all resources necessary to meet demands with regard to the operation of .pro registry. DPC will administer and be responsible for all registry functions. Generally, all management, marketing, business development, finance/administrative, and legal functions will be performed directly by DPC through its own staff. All technical functions will be outsourced to dotTV under contract enabling DPC to take advantage of dotTV’s existing state-of-the-art registry infrastructure, subject to oversight and direction from DPC’s Chief Technical Officer.

During the initial phases of operation, DPC will draw on the management, personnel and other resources of dotTV to assist with the establishment and operation of the new registry.

dotTV is the exclusive registry and the leading registrar for the second level domain names within the .tv top level domain. As a registry, dotTV maintains the master directory of all the second level domain names which include registrations, modifications, transfers, re-registrations or deletions for new and existing second level domain names. The experience dotTV possesses as an exclusive registry for the .tv ccTLD will be leveraged to meet the demands of administering the operations of a new gTLD. The excess capacity within dotTV’s current business plan will absorb much of the additional resources necessary to provide outsourced registry services to DPC with regard to .pro.

Financial Resources

The estimated operational costs of DPC are set forth in D13.2.11 below.

dotTV and its consortium partners will ensure that DPC receives adequate financial resources to meet the demands associated with the establishment and operation of the .pro registry, with each of the consortium members contributing a share of the required resources in proportion to its equity ownership. In the event that one or more of dotTV’s consortium partners elect not to participate in the consortium, dotTV either alone, or with the remaining members of the consortium, will assume all funding and financial responsibilities in connection with DPC’s operations.

dotTV raised $2 million from the sale of Series A Preferred Stock and an additional $7.9 million from the issuance of convertible debt. As of August 31, 2000, dotTV had approximately $5.4 million in cash in its bank account remaining from these initial financings.

Staffing

The staffing requirements of DPC and means by which staff will be located, engaged and trained are discussed above under D13.1.7.

Facilities

All technical registry functions will be outsourced to dotTV under contract enabling DPC to take advantage of dotTV’s existing state-of-the-art registry infrastructure, subject to oversight and direction from DPC’s Chief Technical Officer.

dotTV is located within Idealab’s facilities in Pasadena, California and maintains international offices in London and Hong Kong. The corporate headquarters has been located in Pasadena since its inception. dotTV is currently looking for new office space for its corporate headquarters. The new corporate headquarters would be sufficient to house the incremental number of people necessary to provide outsourced registry services to DPC for .pro and, additionally, to house DPC’s business operations.

dotTV currently has five geographically located DNS centers located around the world. There are two vault enclosed data centers for the main web servers and DNS servers located at Exodus Communication collocation facilities in Santa Clara, California and Sterling, Virginia. There are three other locations for DNS servers, two in Exodus Communication cage spaces in Tokyo, Japan and London, UK and the third is in ISI/USC collocation space in Los Angeles, California. In addition, there are two locations under lease which would house two additional DNS servers and will likely be located in New York City and Australia. Each of these locations has capacity that could be used to store additional equipment if necessary. DPC proposes to utilize all the above established state-of-the-art facilities thereby keeping establishment costs to a minimum.

dotTV and its consortium partners will ensure that DPC is adequately funded to enable it to lease any facilities or acquire any equipment required in connection with the new registry.

Customer Service

DPC will establish a technical support system modeled on dotTV’s existing system described below. It is important to note, however, that as DPC will conduct business solely through registrars and not directly with customers, DPC’s support system will be adapted and principally geared to address questions and problems arising at the registrar level. It is anticipated that customer support for end consumers will be provided by the registrars.

dotTV’s existing customer support organization is available 24x7. dotTV supplements its own in-house customer service staff through the use of an outsourced service, PeopleSupport. In addition to their services, dotTV utilizes support representatives that can interact with customers in a number of different languages, in particular Korean, German, Spanish, Chinese, and French. A full featured Customer Relationship Manager system with phone system integration is in the final stages of being implemented. This full service system is expected to be in wide use by the end of 2000. When in place, the system will track all customer contacts, whether they be by email, phone or referral. Integration with the phone switch will allow ‘screen pops’ of customer data based on the caller id information that arrives with each call.

D13.2.7. Plans for acquiring necessary systems and facilities. Describe plans for acquiring all necessary systems and facilities for providing the proposed services at each estimated demand level. Provide details as to the scope, cost, and vendor for any significant planned outsourcing.

DPC will put in place all systems and facilities necessary to meet the demands of the .pro registry; however, it is proposed that all technical functions in connection with the operation of the .pro registry will be outsourced to dotTV, subject to oversight and direction from DPC’s Chief Technical Officer. Under this arrangement, dotTV would provide most of the required systems and technical facilities within its existing infrastructure described below.

dotTV currently operates a state-of-the-art registry for the .tv ccTLD which is based on the SRS (shared registration system) model. The database used for the registry is IBM’s DB2 Enterprise-Extended Edition. The application working on top of the database provides important registry functions such as adding, deleting, and modifications of data which are an integral part of a registry’s business. dotTV has dedicated considerable resources to developing and implementing systems that are state of the art in today’s registry business, yet scalable, at an incremental cost, to meet the needs resulting from future growth of dotTV’s existing business and the integration of registry functions in connection with the operation of new gTLD registry. These systems will be made available to DPC and leveraged and scaled accordingly.

dotTV and its consortium partners will ensure that DPC is adequately funded to enable it to implement or acquire any additional systems or technical facilities required in connection with DPC’s operation of the new registry.

Estimated costs in connection with the proposed outsourcing arrangement are set forth in the attached Exhibit E.

D13.2.8. Staff size/expansion capability. Plans for obtaining the necessary staff resources, capacity for expansion, hiring policy, employee training, space for additional staff, staffing levels needed for provision of expanded technical, support, escrow, and registry services.

DPC’s staffing requirements and expansion plans and capabilities are discussed above under D13.1.7.

D13.2.9. Availability of additional management personnel. How will management needs be filled?

The availability and recruitment of management personnel for DPC is discussed above under D13.1.7.

D13.2.10. Term of registry agreement. State assumptions regarding the term of any registry agreement with ICANN or the sponsoring organization. Note that the .com/.net/.org registry agreement has a basic term of four years.

DPC requests a term of at least five years for the initial registry agreement with ICANN subject to automatic extensions thereafter for additional five year periods in perpetuity subject to DPC’s adherence to the terms of its agreement with ICANN.

D13.2.11. Expected costs associated with the operation of the proposed registry. Please break down the total estimated operational costs by the sources of the costs for each estimated demand level. Be sure to consider the TLD's share of ICANN's cost recovery needs.

Expected costs associated with the operation of the .pro registry are set forth in the attached Exhibit F.

All technical functions with regard to the operation of the new registry will be outsourced to dotTV. The primary technical costs associated with the operation of the registry are employee compensation, additional storage space for the new registry database and rent for additional space where the DNS servers are located. As dotTV already has an established infrastructure, these incremental costs would be significantly less then that of a new registry.

Each of the demand levels for general and administrative expenses applies variable rates to determine projected costs based on new registration commitments obtained each year. This allocation method allows costs to increase based on growth in the number of new domain registrations as opposed to other factors such as revenue. Each of the three demand levels applies the same percentage assumptions, thus the 10% confidence level will incur more cost than the 90% confidence level. The following are the assumptions used to estimate general and administrative expenses:

• Compensation is calculated at 15% of new commitment revenue for years one and two and 10% for years three through five. Further explanation of employee growth is provided in D13.1.7 above.

• Professional fees are calculated at 12% for all five years in the projections. Included in professional fees are external legal, accounting and other consulting fees which were allocated at the rates of 5%, 3% and 4% respectively.

• Recruiting is calculated at 4% percent of new commitments for year one and 2% for years two through five. The requirement for employees will be high in year one as DPC aggregates a strong team to manage the operation of the .pro registry. Recruiting fees will decrease in years two through five as DPC’s headcount increases incrementally with new registrations.

• Travel, meals and entertainment are computed using a 4% rate for all five years. These costs will remain flat over time but will be utilized by different departments each year. For example, marketing will represent a major portion of these costs during year one due to promotion of .pro. Business Development and Technical departments will increase in subsequent years as the number of registrations increase.

• Insurance is calculated using a 2% rate for each of the next five years based on dotTV’s projected insurance rates.

• Office expense is calculated using a 6% rate for all five years. These are fixed costs which will increase slightly with the growth of the registry. Office expense includes rent, telecommunications costs and other expenses which are allocated at 2%, 3% and 1% or new registration revenue respectively.

In addition, the projections contemplate a cost recovery fee payable to ICANN. This fee represents a variable amount calculated based on the number of new .pro registrations. The fee is calculated at a rate of $1 per new gTLD registration subject to a maximum annual payment of $1 million.

Applying the 90% certainty demand level model, fees payable to ICANN are estimated to range from $385,000 in year one and would be subject to the $1 million annual cap by year four for a total of $3,950,000 over the five year period.

Applying the 50% certainty demand level model, fees payable to ICANN are estimated to range from $643,000 in year one and would be subject to the $1 million annual cap by year two for a total of $4,643,000 over the five year period.

Applying the 10% certainty demand level model, fees payable to ICANN would be subject to the $1 million annual cap during each year for a total of $5,000,000 over the five year period.

The sum of these expenses support the general and administrative expenses for each demand level. Depending on the level of funding reasonably required by ICANN, the fee payable may be subject to adjustment up or down.

D13.2.12. Expected revenue associated with the operation of the proposed registry. Please show how expected revenue is computed at each estimated demand level.

It is anticipated that virtually all DPC’s income will be revenue received from its registrar relationships in the form of standard fixed fees. A relatively small amount of additional income may be generated from ancillary sources including website advertising; however, this has not been factored into our calculations.

The 10% certainty projections assume approximately 17 million new gTLD registrations over a five year period generating revenue at a rate of $3.50 per registration and further assumes an annual non-renewal rate of 25% over years two through five. Annual revenue commitments were calculated assuming 65,000 registrations in the first month with ensuing growth at a monthly rate ranging from 4.9% in year one to 2.5% in year five. The 10% model projects approximately $104.7 million in revenue commitments over a five year period.

The 50% certainty projections assume approximately 10 million new gTLDs registrations over a five year period generating revenue at a rate of $3.50 per registration and further assumes an annual non-renewal rate of 25% over years two through five. Annual revenue commitments were calculated assuming 40,000 registrations in the first month with ensuing growth at a monthly rate ranging from 4.8% in year one to 2.4% in year five. The 50% model projects approximately $61.9 million in revenue commitments over a five year period.

The 90% certainty projections assume approximately 5 million new gTLDs registrations over a five year period generating revenue at a rate of $3.50 per registration and further assumes an annual non-renewal rate of 25% over years two through five. Annual revenue commitments were calculated assuming 25,000 registrations in the first month with ensuing growth at a monthly rate ranging from 4.1% in year one to 2.1% in year five. The 50% certainty model projects approximately $31.8 million in revenue commitments over a five year period.

See the tables in Exhibit D which illustrate the above.

D13.2.13. Capital requirements. Quantify capital requirements in amount and timing and describe how the capital will be obtained. Specify in detail all sources of capital and the cost of that capital (interest, etc.). Evidence of firm commitment of projected capital needs will substantially increase the credibility of the

registry operator's proposal.

DPC will receive all necessary capital from dotTV and its consortium partners. The equity ownership arrangements among the partners are not yet finalized. In the event that one or more of the consortium participants elect not to participate, dotTV either alone or with the remaining consortium members, will assume all of DPC’s liabilities and obligations. Information regarding dotTV’s ability to meet all of DPC’s capital requirements is set out D13.4.4 below.

As all of the technical functions with regard to the operation of the new registry will be outsourced to dotTV existing registry operations, the capital requirements of DPC are projected to be quite modest. Based on the 90% demand model, approximately $2 million of investment capital is necessary before DPC begins to generate positive cash flow in the second quarter of year two. DPC will recoup the losses generated in the first five quarters by the first quarter of year four. The large cash flow losses in the first year are primarily attributable to DPC’s aggressive marketing campaign and the modest $3.50 fee charged to registrars, which generates less revenue than current market rates.

dotTV and its consortium partners anticipate that an initial investment of approximately $4 million will be necessary to give DPC an adequate cash position to support any unforeseen market conditions that may arise.

D13.2.14. Business risks and opportunities. Describe upside and downside contingencies you have considered and discuss your plans for addressing them.

Business Opportunities:

• More efficiently operate new gTLD registry leveraging dotTV’s registry experience.

• Maximize the exposure and acceptance of .pro through dotTV’s existing distribution channels and other INANN-accredited registrars.

• Promote competition in the gTLD registry arena through DPC’s competitive pricing model.

• Enhance the utility of the DNS through innovation.

• Enhance the number of available domain names.

• Test the feasibility and utility of different types of new TLDs.

• Test the efficacy of different procedures for launching new TLDs.

• Work closely with ICANN to devise and implement TLD policy.

Business Risks:

Competition:

• Third level domain name providers.

• Country code registries.

• Registries of existing TLDs.

• Registries of potential new TLDs.

• Domain name resellers.

Revenue:

• Pricing pressures.

• Bundled service offerings that include domain name registrations.

Regulatory and Legal:

• Termination of agreements by the Department of Commerce or ICANN.

• The Department of Commerce could revoke its recognition of ICANN.

• Foreign governments may disagree with the policies of ICANN.

• Claims of infringement of third party intellectual property rights.

• Burdens of complying with a variety of foreign laws.

Internet Usage:

• Reduced rate of demand for domain names.

• Higher than expected non-renewal rate of domain names.

• Reduced rate of growth in Internet usage.

• Changes in the Internet navigation system impacting domain name usage.

Technical:

• System failure or interruption.

• Security breaches.

• System strain due to inability to meet increasing demands.

• Natural disaster.

• Hacking, computer viruses or sabotage.

• Power loss.

Financial:

• General downturn in market and economic conditions.

• Downturn in market conditions affecting technology and Internet stocks generally.

• Actual or anticipated fluctuations in our quarterly or annual registrations or operating results.

• Unfavorable industry conditions and trends.

D13.2.15. Registry failure provisions. Please describe in detail your plans for dealing with the possibility of registry failure.

Registry failure provisions could take a number of different forms. Registry failure may arise as an artifact of business decisions or from a literal failure of some portion of the registry infrastructure itself.

In the case of an infrastructure breakdown, dotTV’s technical staff, under the oversight of DPC’s Chief Technical Officer, would immediately diagnose the issues and resolve in as timely a way as possible. With the level of redundancy that exists in dotTV’s infrastructure there is a low probability of this happening. If the breakdown is caused by a natural disaster of one type or another, dotTV’s disaster recovery site will still be up and functional. dotTV has chosen sites on the east and west coasts of the US to minimize the probability of both sites being impacted by any single disaster.

In the event of a business problem failure, all the registry data could be transferred to an ICANN approved agency to assume the gTLD’s registry responsibilities. The key information is the database table structure. The data will be maintained in dotTV’s commercial database; IBM’s DB2, so any DB2 DBA should be able to work with the dotTV’s documented data format to export the data to any other data base the new transferee registry may be using.

If DPC/dotTV’s registry staff is no longer available to help with the transition, then an ICANN representative would need to work with the escrow service to obtain the most recently archived database and recreate the data in a new database. This process would be similar to the earlier discussed process but without the help of staff familiar with the database structure. Clearly the former is a more desirable situation in the case of a registry failure, but in either case, the proposed recovery plans should ensure minimal disruption, if any, to the day to day operation of the gTLD name resolution services.

D13.3. Pro-forma financial projections. Please provide detailed pro-forma financial projections, consistent with your business plan, for the demand scenarios that you estimate under item D13.2.5. The pro-formas should show revenue and expense estimates broken down by detailed categories and should be broken down into periods no longer than quarterly.

See the financial projections attached as Exhibit G.

D13.4.1. Registry operator's organizational documents. Documents of incorporation (or similar documents).

See Exhibit H for organizational documents of dotTV.

D13.4.2. References. A list of significant trade and credit references.

See Exhibit I.

D13.4.3. Annual report. The registry operator's most recent annual financial report (or similar document). Audited financials are preferred.

DPC:

DPC is not yet operational and has not prepared any annual financial reports.

dotTV:

dotTV has been operational since April 2000. dotTV is currently in the process of being audited by Pricewaterhouse Coopers for the year ended December 31, 1999 and the nine months ended September 30, 2000. Internal interim financial statements through August, 2000 are attached as Exhibit J.

D13.4.4. Proof of capital. Provide evidence of existing capital or firm commitments of capital. Demonstrated access to necessary capital will be carefully scrutinized.

DPC will receive all necessary capital funding and financial support from dotTV and its consortium partners. As financing arrangements are yet to be finalized among the consortium members, for the purposes of this application it can be assumed that dotTV will furnish 100% of DPC’s capital. Information regarding dotTV’s ability to meet all of DPC’s capital requirements is set out below.

dotTV has raised $2 million from the sale of Series A Preferred Stock and an additional $8 million from the issuance of convertible debt. As of August 31, 2000, dotTV had approximately $5.4 million in cash in its bank account.

D13.4.5. Proof of insurance. Please provide proof of the insurance described in item D13.1.8.

PART III. TECHNICAL CAPABILITIES AND PLAN

D15.1. Detailed description of the registry operator's technical capabilities. This should provide a detailed description of the registry operator's technical capabilities, including information about key technical personnel (qualifications and experience), size of technical workforce, and access to systems development tools. It should also describe the registry operator's significant past achievements. This description offers the registry operator an opportunity to demonstrate the extent of its technical expertise in activities relevant to the operation of the proposed registry.

DPC will outsource to dotTV all technical functions with regard to the .pro registry, drawing upon dotTV’s existing technical capabilities.

The technical personnel within dotTV responsible for oversight of the outsourced services will comprise a core group of experienced and skilled staff. In addition to this base of seasoned personnel, new staff would be engaged as required to meet increased demands resulting from the operation of .pro.

dotTV’s current core personnel includes a highly experienced staff of business, marketing and technical experts. dotTV’s Vice President of Technology has 15+ years experience in enterprise-wide academic computing, covering all aspect of computer service for two world-class institutions, the University of California, Berkeley and University of Southern California. The three technology directors have noteworthy experience in e-commerce activity as well as Internet data center development and deployment. Two of dotTV’s technical directors developed and implemented the infrastructure for the online retailer, eToys.

Other technical staff brings with them extensive database management and design experience, programming skills in modern web languages of PERL and JAVA, and top of class enterprise network design and management skills.

Further information regarding the qualifications and experience of dotTV’s technical personnel is contained in Exhibit M.

D15.2.1. General description of proposed facilities and systems. Address all locations of systems. Provide diagrams of all of the systems operating at each location. Address the specific types of systems being used, their capacity, and their interoperability, general availability, and level of security. Describe in detail buildings, hardware, software systems, environmental equipment, Internet connectivity, etc.

Under its outsourcing arrangement with dotTV, DPC will utilize dotTV’s existing deployed infrastructure for the .tv ccTLD as described below.

dotTV’s facilities include two vault enclosed data centers for the main web servers, DNS servers and database servers located in Exodus Communication collocation facilities in Santa Clara, CA and Sterling, VA. Each operates independently yet can provide fail over disaster recovery for each other.

In addition, there are three other locations for DNS servers, two in Exodus Communication cage spaces in Tokyo and London, and the third in ISI/USC collocation space in Los Angeles.

There are two additional locations under lease. One is with Global Center Communications and the other with Abovenet. The locations for these two additional DNS centers are still pending but it is anticipated that they will be in Australia and New York City.

dotTV utilizes the services of UltraDNS, which has a worldwide net of 13+ DNS centers and provides a different DNS technology than the conventional BIND technology used at all of the other locations. This new technology layers DNS resolution on top of enterprise size Oracle databases and uses some very efficient and innovative BGP routing procedures to allow the advertising of only two DNS name server names and addresses while the BGP routing insures that the requestor will be serviced by the closest UltraDNS server, independent of where the requestor is geographically located.

See Exhibit N for a map identifying the locations detailed and a description of the hardware deployed at the locations. In brief, there is a diversity of collocation spaces, networking equipment, and operating systems to insure that in the event of a denial of service attack focused on one OS or brand of networking hardware, some set of DNS and data centers would not be directly impacted by the DOS attack.

Exodus Communication was chosen as the main collocation provider because they were able to offer us a fully enclosed vault space within their data center space. Thus we benefit from the extreme lengths that a world class collocation service goes to insure availability of clean power and two levels of backup power (batteries and generators), redundant HVAC systems, multiple network paths, and physical security for center access and building integrity to best manage any disaster.

Foundy Networks and Extreme Networks are the networking vendors, both are high quality vendors and young enough to still be cutting edge with regard to new technologies. VA Linux servers are used for web server clusters as well as for DNS server clusters. The clusters are composed of ten servers for each function, ten web servers for that function and ten for the DNS function. These are configured in two stacks with different network feeds to each stack.

Lastly, each center has a pair of management servers to monitor and report status to a central Network Operations Center. There is also serial console management node which allows routine and emergency management of all servers at the center from a central office location.

See Exhibit N containing diagrams of dotTV’s current and proposed data center architecture.

D15.2.2. Registry-registrar model and protocol. Please describe in detail.

Under its outsourcing arrangement with dotTV, DPC will utilize dotTV’s current registry-registrar model and protocol as described below. The .pro registry will operate under dotTV’s current SRS model. This protocol has been extended to include significant security enhancements to prevent domain hijacking and is more capable of handling increased volume than the current SRS model.

D15.2.3. Database capabilities. Database size, throughput, scalability, procedures for object creation, editing, and deletion, change notifications, registrar transfer procedures, grace period implementation, reporting capabilities, etc.

Under its outsourcing arrangement with dotTV, DPC will utilize dotTV’s current registry database which is IBM's DB2 Enterprise-Extended Edition. Its characteristics are very favorable for use in a registry model. It has extensive disaster recovery, fail over and “shared nothing” operational states.

The web user interface application operates on top of the database. This application has been used by dotTV for a number of months providing registry functions for the .tv ccTLD. It incorporates requisite adding, deleting, and modification of data routinely as part of a registry's business. Features include durations of registrations, reminder of renewals, and financial reporting.

dotTV’s web and database interface is state-of-the-art, allowing requests and updates to be executed in seconds. This allows numerous updates of the zone file each day meaning that new registrants will be able to begin using their domain within a few hours of registration.

D15.2.4. Zone file generation. Procedures for changes, editing by registrars, updates. Address frequency, security, process, interface, user authentication, logging, data back-up.

Under its outsourcing arrangement with dotTV, DPC’s zone file generation procedures will conform with those currently followed by dotTV with regard to the .tv ccTLD registry as described below.

dotTV currently updates zone files twice daily and proposes to increase this to 4 or 6 times a day. Infrastructure is in place which will allow this level of update without straining the existing infrastructure and not becoming too dependent upon Internet availability. Updates occur over an SSH connection with each version of the zone file also stored in a CVS file store for retrieval and versioning needs, with security and MD5 encryption to insure accurate and complete transmission of the data.

DNS logging records all activity in the database centers and DNS zone files on a continuous basis. The zone files are backed up and archived.

Each of dotTV’s two web and database Data Centers have automated tape back-up to a DLT jukebox, in accordance with best practices for Data Center back-up (including integrity testing, etc.). In addition, these tapes will be rotated to an off-site storage facility for long-term, secure storage.

dotTV’s previously described infrastructure is capable of recording and archiving all transactions, correspondence and communications.

D15.2.5. Zone file distribution and publication. Locations of nameservers, procedures for and means of distributing zone files to them.

Under its outsourcing arrangement with dotTV, DPC’s zone file distribution and publication procedures will conform with those currently followed by dotTV with regard to the .tv ccTLD registry as described below.

dotTV’s current registry structure includes five geographically located DNS centers and a connection to UltraDNS. The database is the definitive source of the DNS information and an extract of the database data is used to automatically generate the zone files on a 4-6 times a day schedule.

Two vault enclosed data centers for the main web servers and DNS servers are located in Exodus Communication collocation facilities in Santa Clara, CA and Sterling, VA. In addition, there are three other locations for DNS servers, two in Exodus Communication cage spaces in Tokyo and London, with the third in ISI/USC collocation space in Los Angeles, CA. dotTV is also using the services of the company, UltraDNS, which has a worldwide net of 13+ DNS centers and provides a different DNS technology than the conventional BIND 8.x technology used at all of the other locations.

All of these sites receive updated zone files from the primary server in the Santa Clara data center. Currently the widely used NOTIFY feature of BIND is being used to update the files. As the size of the zone file increases, there is a plan to move from the updates happening on the public Internet to a leased line model to insure bandwidth availability and additional security of the transfers.

D15.2.6. Billing and collection systems. Technical characteristics, system security, accessibility.

Billing and collections functions will be modeled on dotTV’s existing systems and processes as described below.

dotTV’s billing and collection systems is a classical online e-commerce model utilizing CyberSource transaction services. In each data center, Santa Clara, CA and Sterling, VA, there is a two machine cluster for single credit card processing system only connected to the back network with a special connection to the commodity Internet for transaction purposes. dotTV currently has in place all of the encryption and security procedures suggested and required by credit card processing facilities. The security on dotTV’s existing credit card server system is the highest of any system at the data center.

D15.2.7. Data escrow and backup. Frequency and procedures for backup of data. Describe hardware and systems used, data format, identity of escrow agents, procedures for retrieval of data/rebuild of database, etc.

Under its outsourcing arrangement with dotTV, DPC’s data escrow and backup procedures will conform with those currently followed by dotTV with regard to the .tv ccTLD registry as described below.

Consistent with dotTV’s current practices, the main web and DNS centers, which generate the zone files on a scheduled basis, will be routinely backed up to a DLT jukebox and these tapes are archived off-site on a weekly basis. The software for making the backups and archive tapes is the Tivoli Storage Management System offered by IBM. This is an efficient backup system and would allow recovery from tape in the least amount of time. DotTV uses the native Tivloi tape format.

In addition to offering offsite backup storage, Exodus Communications Datavault Service, also offers escrow service for the registry. The advantage of this mechanism is that the escrowed files can be refreshed easily and often in conjunction with the offsite tape transfers.

D15.2.8. Publicly accessible look up/Whois service. Address software and hardware, connection speed, search capabilities, coordination with other Whois systems, etc.

Under its outsourcing arrangement with dotTV, DPC will utilize dotTV’s existing Whois service as described below.

dotTV provides Whois query-based database service through its East and West coast Data Centers. The current .tv registry provides minimal Whois response, with additional information available when a valid email address is provided, subject to a limit of 10 look up requests per day. This policy was put into place to attempt to minimize the data being used for inappropriate purposes.

The data is in a format that would allow it to be used with the currently available Whois protocol if that functionality becomes a requirement for lookup or compatibility with other registry or registrar needs.

D15.2.9. System security. Technical and physical capabilities and procedures to prevent system hacks, break-ins, data tampering, and other disruptions to operations. Physical security.

Under its outsourcing arrangement with dotTV, DPC will utilize dotTV’s existing security systems as described below.

dotTV’s current technical staff has previous experience securing e-commerce company web sites. This experience and conventional best practices for securing ecommerce sites is applied to dotTV’s ccTLD data center sites and to each of the remote DNS centers.

These measures currently include: limited port availability, SSH (Secure Socket Handler), wherever appropriate, and other data integrity reviews to ensure adequate security. These policies will continue to evolve as more is learned about best practices in Internet e-commerce security.

D15.2.10. Peak capacities. Technical capability for handling a larger-than-projected demand for registration or load. Effects on load on servers, databases, back-up systems, support systems, escrow systems, maintenance, personnel.

DPC’s peak capacity capabilities will be subject to the capacity capabilities of dotTV’s existing infrastructure as described below.

dotTV’s registry operation expects to be able to process as many at 10,000 registrations a day at each of its two data centers. This is based on the cluster of 10 web servers and adequate credit card processing capacity. Each of the data centers’ clusters can easily be expanded to handle additional volumes of transactions. To date dotTV has processed a maximum of 2000 registrations a day and the load on this infrastructure hasn’t been excessive. Thus, the 10,000 registrations per day per data center may well be a very conservative number.

The vault space currently leased by dotTV would be adequate to grow the web server cluster to handle well over 2 million registrations per month. If further growth needs to be accommodated this could be addressed simply through leasing more collocation space, thereby allowing for virtually unlimited scalability.

The load and availability of all of the web server systems is monitored on a 24x7 basis through the Network Operations Center. As the load rises, the NOC staff would alert the technical on call staff to directly monitor the load very closely. The server system design is such that as the systems’ load increases, there won’t be a catastrophic failure but rather a slowing of response which self limits the peak transactions.

D15.2.11. System reliability. Define, analyze, and quantify quality of service.

DPC’s system reliability will be subject to the capabilities of dotTV’s existing infrastructure as described below.

All of dotTV’s web and DNS server hardware is Linux based and is clustered in quantities of a minimum of 10 servers per function. That is, in the Data Center, there are 10 Linux servers for web servers and 10 separate Linux servers for DNS services.

The network hardware is duplicated within each data and DNS center and we use two manufactures of the hardware to provide even further reliability.

The database system was chosen because of its long history of use in high volume transactional situations. Further it is one of the few database systems that can be configured for near real time updates across a large geographical distance between the servers. Thus, if a disaster were to befall one or the other coasts the data center on the opposite coast should be available to continue operations with minimal or no interruption of services, DNS responses or data integrity issues.

D15.2.12. System outage prevention. Procedures for problem detection, redundancy of all systems, back up power supply, facility security, technical security, availability of back up software, operating system, and hardware, system monitoring, technical maintenance staff, server locations.

Under its outsourcing arrangement with dotTV, DPC’s system outage prevention procedures will conform with those currently followed by dotTV with regard to the .tv ccTLD registry as described below.

The underlying strategy of the infrastructure design has been to allow for the inevitable failure of system components but to have redundancy and backup systems available and online to minimize or eliminate the likelihood of down time of the systems. In addition, the 24x7 monitoring by the NOC further assures the confidence in the infrastructure and to notice and react to even slight indications of potential problems.

The use of commodity servers and network equipment further assures that growth or catastrophic replacement of the system can be done quickly. Further, we are not dependent up on a specific single vendor for the server hardware. Thus a shortage of hardware from VA Linux would be unfortunate but we could easily slot in servers from DELL, Compaq or IBM without major change to our infrastructure OS operation. To further assure some safety margin, 10+ servers are available in house as a part of a development cluster which could be repurposed to the production centers in a timely way.

The operating systems and network operating systems are only deployed after the manufacture has released them to production. Beta versions of operating systems are never used in production.

Details on dotTV main collocation vendors response to disaster and their recovery procedures are well documented. Please see Exhibit P and the following link for additional information http://www.exodus.net/idcs/idc_diagram.html

D15.2.13. System recovery procedures. Procedures for restoring the system to operation in the event of a system outage, both expected and unexpected. Identify redundant/diverse systems for providing service in the event of an outage and describe the process for recovery from various types of failures, the training of technical staff who will perform these tasks, the availability and backup of software and operating systems needed to restore the system to operation, the availability of the hardware needed to restore and run the system, backup electrical power systems, the projected time for restoring the system, the procedures for testing the process of restoring the system to operation in the event of an outage, the documentation kept on system outages and on potential system problems that could result in outages.

Under its outsourcing arrangement with dotTV, DPC’s system recovery procedures will conform with those currently followed by dotTV with regard to the .tv ccTLD registry as described below.

As a part of the infrastructure design and the fact that dotTV’s relies on Linux cluster systems, dotTV has a very tightly defined recovery plan for disaster recovery. Furthermore, dotTV knows that the system works because this very system is used to bring each new DNS center online. Essentially, custom developed RPM packages are deployed with dotTV’s production versions of the OS and any modifications for security or customizations for features in the DNS or web servers. These are loaded over the commodity Ethernet, a local notebook computer, or from CD ROM based on the easiest to use media at the time of the recovery. This addresses the recovery of the web and DNS servers. Recovery of the IBM S80 database servers is a more significant problem; however, dotTV maintains four complete servers, operating in parallel to virtually eliminate the potential need to regenerate the system from tape. Realistically, these systems can be brought back from tape backup using the Tivoli Storage Manager recovery process; however, while this does not pose any technical problems, the very nature of tape regeneration implies a significant time commitment to rebuilding the system.

D15.2.14. Technical and other support. Support for registrars and for Internet users and registrants. Describe technical help systems, personnel accessibility, web-based, telephone and other support, support services to be offered, time availability of support, and language-availability of support.

DPC will establish a technical support system modeled on dotTV’s existing system described below. It is important to note, however, that as DPC will conduct business solely through registrars and not directly with customers, DPC’s support system will be adapted and principally geared to address questions and problems arising at the registrar level. It is anticipated that customer support for end consumers will be provided by the registrars.

dotTV’s Customer Care Division supports its customer base through two operations. First, the front-end call center is outsourced to PeopleSupport, an international service provider that provides 24 x 7 inbound support to our international customer base. Second, an internal dotTV customer care team is staffed to handle customer escalations and specific account management services to its strategic partner base. The team based organization is cross trained to provide redundancy and full coverage to its customers; however, subject matter experts and specially skilled customer care professionals are on point to care for specific customer needs (i.e., foreign language customers, technical assistance – DNS, etc.). The team is currently staffed to fluently service our international customers in English, Spanish, and Korean; expanding to Japanese, Traditional Chinese, Mandarin Chinese, French, and German by October 15, 2000. The dotTV customer support team currently has 10 employees, growing to 17 by December 2000.

Our service portfolio includes:

• Pre-sales assistance (answering question about process, terms, policies, procedures)
• Post-sales support (customer account management, renewals, transfers)
• Technical support (DNS, web hosting, web forwarding)
• Account Management (supporting Affiliates, Registry partners & other valued added service providers)

dotTV Customer Care utilizes a proprietary data system to manage and track its customers’ interactions and provide feedback to internal clients. Our internal technical team maintains the data system and ensures routine back up processes. Security measures are deployed to protect sensitive customer data. dotTV Customer Care continually measures, monitors and streamlines processes and systems to effectively care for its customer base.

D15.3 Subcontractors. If you intend to subcontract any the following:

· all of the registry operation function;

· any portion of the registry function accounting for 10% or more of overall costs of the registry function; or

· any portion of any of the following parts of the registry function accounting for 25% or more of overall costs of the part: database operation, zone file generation, zone file distribution and publication, billing and collection, data escrow and backup, and Whois service please

As discussed above, DPC will outsource to dotTV all technical functions with regard to the .pro registry. The scope of the proposed outsourcing arrangement and the technical plans and technical, financial, and management capabilities of dotTV are set out in this proposal.

By signing this Registry Operator's Proposal, the undersigned certifies (a) that he or she has authority to do so on behalf of the registry operator and, on his or her own behalf and on behalf of the registry operator, (b) that all information contained in this proposal, and all documents attached to this proposal, is true and accurate to the best of his/her/its knowledge and information. The undersigned and the registry operator understand that any material misstatement or misrepresentation will reflect negatively on any application of which this proposal is a part and may cause cancellation of any delegation of a top-level domain based on such an application.

_______________________________

Signature

Anthony J. Bishop

Vice President and General Counsel

The .TV Corporation International

on behalf of:

The dotPRO Consortium

Name of Registry Operator

October 2, 2000