As filed with the Securities and Exchange Commission on March 2, 2000.

Registration No. 333-93533

--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---------------

Amendment

No. 5 to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

---------------

(Exact name of registrant as specified in its charter)

Delaware 7379 11-3239091

(State or other jurisdiction of (Primary standard industrial (I.R.S. employer

incorporation or organization) classification code number) identification number)

---------------

575 Eighth Avenue, 11th Floor

New York, NY 10018

Telephone: (212) 798-9100

(Address, including zip code, and telephone number, including area code, of

registrant's principal executive offices)

---------------

Richard D. Forman

President and Chief Executive Officer

575 Eighth Avenue, 11th Floor

New York, NY 10018

Telephone: (212) 798-9100

(Name, address, including zip code, and telephone number, including area code

of agent for service)

---------------

Copies to:

Alexander D. Lynch, Esq. Stacy J. Kanter, Esq.

Scott L. Kaufman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP

Brobeck, Phleger & Harrison LLP Four Times Square

1633 Broadway, 47th Floor New York, NY 10036

New York, NY 10019 (212) 735-3000

(212) 581-1600

---------------

Approximate date of commencement of proposed sale to the public: As soon

as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered

on a delayed or continuous basis pursuant to Rule 415 under the Securities Act

of 1933, check the following box. / /

If this Form is filed to register additional securities for an offering

pursuant to Rule 462(b) under the Securities Act, check the following box and

list the Securities Act registration statement number of the earlier effective

registration statement for the same offering. / / ________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)

under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. / / ________

If this Form is a post-effective amendment filed pursuant to Rule 462(d)

under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. / / ________

If delivery of the prospectus is expected to be made pursuant to Rule 434,

check the following box. / /

---------------

CALCULATION OF REGISTRATION FEE

===============================================================================================================

Proposed Maximum Proposed Maximum

Title of Each Class of Amount to be Offering Aggregate Amount of

Securities to be Registered Registered(1) Price Per Share (2) Offering Price (2) Registration Fee

----------------------------------------------------------------------------------------------------------------

Common stock, par value $0.0001

per share .................... 5,750,000 $ 21.00 $120,750,000 $ 31,878(3)

===============================================================================================================

-----------

(1) Includes 750,000 shares of common stock to cover the over-allotment option

granted to the underwriters.

(2) Estimated solely for purposes of calculating the registration fee in

accordance with Rule 457(a).

(3) Previously paid.

---------------

The Registrant hereby amends this registration statement on such date or

dates as may be necessary to delay its effective date until the Registrant

shall file a further amendment which specifically states that this registration

statement shall thereafter become effective in accordance with Section 8(a) of

the Securities Act of 1933 or until the registration statement shall become

effective on such date as the Securities and Exchange Commission, acting

pursuant to said Section 8(a), may determine.

--------------------------------------------------------------------------------

The information in this preliminary prospectus is not complete and may be

changed. We may not sell these securities until the registration statement

filed with the Securities and Exchange Commission is effective. This

preliminary prospectus is not an offer to sell and is not soliciting an offer

to buy these securities in any jurisdiction where the offer or sale is not

permitted.

Subject to Completion, Dated March 2, 2000

[GRAPHIC OMITTED]

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5,000,000 Shares

Common Stock

--------------------------------------------------------------------------------

This is an initial public offering of common stock of Register.com, Inc. We

anticipate that the initial public

offering price will be between $19.00 and $21.00 per share.

We have applied to have our common stock approved for quotation on The Nasdaq

National Market under the symbol "RCOM."

Investing in our common stock involves risks. See "Risk Factors" beginning on

page 8.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES

COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED OR

PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO

THE CONTRARY IS A CRIMINAL OFFENSE.

Per Share Total

----------- --------

Public offering price $ $

Underwriting discounts and commissions $ $

Proceeds, before expenses, to Register.com $ $

Proceeds, before expenses, to selling

stockholders $ $

The underwriters have the right to purchase up to an additional 750,000 shares

from us and the selling stockholders at the public offering price within 30

days from the date of this prospectus to cover over-allotments. We will not

receive any of the proceeds from the sale of shares by the selling

stockholders.

Deutsche Banc Alex. Brown Thomas Weisel Partners LLC

Legg Mason Wood Walker

Incorporated

Wit SoundView

The date of this prospectus is , 2000.

[Inside Front Cover]

Internet screen shot of Register.com home page.

"Value-Added Products and Services" above six button links for online products

and services featured on the Register.com website.

"Co-Branded Websites" above the register.com and Net Objects logo taken from a

co-branded website.

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed

information regarding our company and the common stock we are selling in this

offering, including the risk factors and our financial statements and related

notes, included elsewhere in this prospectus.

Our Business

We are a provider of Internet domain name registration services worldwide.

Domain names, such as mybrand.com, are the equivalent of addresses on the

Internet and are registered through companies known as registrars. Domain names

serve as part of the infrastructure for Internet communications and registering

a domain name is one of the first steps for individuals and businesses seeking

to establish an online identity. We believe that we offer a quick and

user-friendly registration process and responsive and reliable customer

support. We also offer a suite of value-added products and services targeted to

assist our customers in developing and maintaining their online identities,

including:

Products and Services Products and Services

Provided by Us Provided by Others

o domain name forwarding, which o email

allows customers to link their new

domain names to their existing

websites

o real-time domain name management, o maintaining, storing and connecting

which allows customers to view websites to the Internet, also

online and change, on an known as web hosting

instantaneous basis, domain name

information o website-creation tools

Our goal is to become a one-stop resource through which our customers will

establish, maintain and enhance their presence on the Internet.

In June 1999, we became the first registrar other than Network Solutions,

Inc. to register domain names in the .com, .net and .org domains directly on

behalf of customers. For the three months ended December 31, 1999, we

registered approximately 308,000 domain names in these domains, representing an

increase of 94% over the approximately 159,000 domain names we registered in

these domains for the three months ended September 30, 1999.

We face a number of risks that you should consider before you decide to

buy our common stock. These risks include, among other things, that we have

never been profitable and anticipate incurring additional losses in the

foreseeable future, that our accumulated losses totaled $12.2 million as of

December 31, 1999 and that, following the consummation of the offering, our

existing stockholders will hold approximately 84% of our outstanding common

stock and will be able to control the election of directors and all other

matters requiring stockholder approval. In addition, we face substantial

competition from Network Solutions in particular and in the industry in

general. Based on its press release dated February 10, 2000,

Network Solutions registered 1.6 million net new registrations in the .com,

.net and .org domains for the three months ended December 31, 1999,

representing approximately 71% of new registrations in these domains for the

period. As of February 26, 2000, Network Solutions and 27 other registrars, not

including us, were registering domain names in these domains. An additional 62

registrars have been accredited to register but are not yet registering domain

names, and 18 registrars have qualified to register domain names but have not

yet signed the agreements required for registering domain names, in the .com,

.net and .org domains.

We derive our revenues from domain name registration fees, online products

and services and advertising. Our net revenues increased 137% from $2.2 million

for the three months ended September 30, 1999 to $5.2 million for the three

months ended December 31, 1999. Our cost of revenues increased 51% from $1.1

million for the three months ended September 30, 1999 to $1.7 million for the

three months ended December 31, 1999. Our net loss decreased 61% from $2.5

million for the three months ended September 30, 1999 to $1.0 million for the

three months ended December 31, 1999.

Market Opportunity

As a result of the growth of the Internet and the introduction of

competition into the domain name registration industry, we believe there is

great potential for growth in the market for domain name registrations. We also

believe that this growth will be driven by individuals' and businesses' desire

for an online identity and brand, as well as the need to promote products,

services and events. We estimate that growth in global domain name

registrations will accelerate over the next few years from approximately 11

million domain names registered through September 30, 1999 to approximately 140

million domain names by the end of 2003, based on our internal calculations.

Our Solution

Registration Services. Our core expertise is providing domain name

registration services. Domain names are generally classified according to

industry custom either as "generic" for the .com, .net, .org, .gov, .edu and

.mil domains or as "country code" if they are associated with a particular

country. In addition, the domain name system is organized according to industry

custom by levels so that, for example, in the domain name mybrand.com, .com is

the top level domain and mybrand is the second level domain. We register domain

names in the .com, .net and .org generic domains and are able to register

domain names in over 140 country code domains, of which 26 may currently be

registered directly through our www.register.com website.

In addition, through a dedicated team of account managers, our Corporate

Services department which targets the needs of corporate customers provides

domain name registration and other services, such as multiple domain name

registrations and international brand protection.

Online Products and Services. We have assembled a suite of targeted

products and services to assist our customers with their online identities,

including email, web hosting and real-time domain management.

Customer Service. Our customer support group seeks to provide dependable

and timely resolution of customer inquiries, 24 hours per day, seven days per

week. We manage and respond to customer inquiries through our internally

developed Internet-based customer care tracking system. We have teams of

customer service representatives who specialize in key aspects of our business,

and who are informed about our products, services and technology through our

ongoing training.

Distribution. We believe that our direct and indirect distribution

channels enable us to reach a broad range of potential customers with products

and services targeted to their needs and to increase our exposure across the

market. We provide our products and services

directly to our customers through our www.register.com website as well as

through our Corporate Services department. We also offer domain name

registration services indirectly through our network of co-brand and private

label websites, which include Internet service providers, also known as ISPs,

web-hosting companies and other companies whose websites may appeal to our

target customers. A co-brand network participant offers our domain name

registration services through a website similar in appearance to our

www.register.com website, but branded with the participant's and our logos. A

customer typically accesses a co-brand website through the participant's home

page. A co-brand website also typically provides links back to the

participant's website to facilitate the sale of products and services by the

participant. A private label network participant offers our domain name

registration and other services through a website of its own design but the

actual domain name registrations are processed through our systems. Private

label websites may also include the language "powered by register.com."

Our Strategy

Our objectives are to continue to increase our share of domain name

registrations, to differentiate our products and services and to develop

long-term relationships with our customers by helping them to establish,

maintain and enhance their online presence. Our key strategies for achieving

these objectives include:

o introducing new products and services, including the following that we

anticipate introducing this year:

o billing consolidation for registrants with multiple domain names

o account masking, to allow the domain name registrant to remain

anonymous

o a service designed to monitor usage of our customer's trademarks

on the Internet

o enhancing awareness of our brand;

o extending our distribution channels;

o expanding our Corporate Services department;

o pursuing strategic acquisitions;

o offering names in additional domains; and

o expanding internationally.

Our History

We were founded by Richard D. Forman, Peter A. Forman and Dan B. Levine as

Forman Interactive Corp., a New York corporation, on November 23, 1994. Forman

Interactive merged with and into Register.com, Inc., a Delaware corporation, on

June 23, 1999. Our principal executive offices are located at 575 Eighth

Avenue, 11th Floor, New York, New York 10018. Our telephone number at that

location is (212) 798-9100. References in this prospectus to "Register.com,"

"we," "our" and "us" refer to Register.com, Inc. and Forman Interactive.

--------------------

We maintain a corporate website at www.register.com. The contents of our

website are not part of this prospectus.

The Offering

Common stock offered by Register.com ...................... 5,000,000 shares

Common stock to be outstanding after the offering ......... 30,759,380 shares

Use of proceeds ........................................... We plan to use the proceeds from

this offering for marketing, capital

expenditures, working capital,

acquisitions, investments and general

corporate purposes. Please see "Use

of Proceeds."

Proposed Nasdaq National Market symbol .................... RCOM

The foregoing information is based on the shares outstanding as of

December 31, 1999. The total number of shares of common stock that we assume

will be outstanding after the offering excludes:

o 1,750 shares of common stock issued upon the exercise of stock options

between January 1, 2000 and February 28, 2000.

o 4,353,286 shares of common stock issuable upon the exercise of stock

options outstanding as of February 28, 2000, with a weighted average

exercise price of $7.50 per share;

o 594,396 shares of common stock issuable upon exercise of stock options

outstanding as of February 28, 2000, with an exercise price equal to the

initial public offering price of our common stock;

o 4,185,568 shares of common stock available for issuance under our stock

option plans for options not yet granted;

o 350,000 shares reserved for issuance under our employee stock purchase

plan; and

o 6,155,675 shares of common stock issuable upon exercise of outstanding

warrants with a weighted average exercise price of $1.50 per share.

Unless otherwise noted, the information in this prospectus assumes:

o the conversion of each outstanding share of our preferred stock into one

share of our common stock upon the consummation of this offering; and

o no exercise of the underwriters' over-allotment option.

All share numbers in this prospectus have been adjusted to reflect

3.5-for-1 stock splits of our common stock and preferred stock effected in

January 2000 as stock dividends.

Our Summary Financial Data

The following table summarizes financial data for our business. You should

read the summary financial data in conjunction with "Management's Discussion

and Analysis of Financial Condition and Results of Operations" and our

financial statements and the notes to those financial statements included

elsewhere in this prospectus. The pro forma basic and diluted net loss per

share data give effect to the conversion of our Exchangeable Preferred Stock

and Series A Convertible Preferred Stock at the date of original issuance.

Year Ended December 31,

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1995 1996 1997 1998 1999

-------------- ---------------- -------------- ---------------- ----------------

Statement of Operations Data:

Net revenues ..................... $ 87,696 $ 868,018 $ 713,263 $ 1,319,359 $ 9,644,552

Gross profit ..................... 75,297 525,878 521,724 858,207 6,562,053

Operating expenses:

Sales and marketing ............ 166,330 935,495 366,975 863,720 7,149,693

Research and development ....... 102,901 390,814 71,471 276,687 1,767,158

General and administrative

(exclusive of non-cash

compensation ) ................ 94,704 743,609 263,017 795,425 2,380,190

Non-cash compensation .......... -- -- -- 149,682 4,929,200

---------- ------------ ---------- ------------ ------------

Total operating expenses ...... 363,935 2,069,918 701,463 2,085,514 16,226,241

Net loss ......................... $ (288,638) $ (1,714,076) $ (205,526) $ (1,160,748) $ (8,776,918)

========== ============ ========== ============ ============

Basic and diluted net loss per

share .......................... $ (0.07) $ (0.26) $ (0.02) $ (0.07) $ (0.46)

========== ============ ========== ============ ============

Weighted average common

shares used in basic and

diluted net loss per share ..... 4,429,859 6,633,905 8,884,709 15,697,013 19,117,027

========== ============ ========== ============ ============

Pro forma basic and diluted net

loss per share ................. $ (0.40)

============

Weighted average shares used

in pro forma basic and

diluted net loss per share ..... 22,112,252

============

The following table is a summary of our balance sheet at December 31,

1999. The pro forma data give effect to the conversion of each outstanding

share of preferred stock into one share of common stock and the pro forma as

adjusted data reflect the sale of 5,000,000 shares of common stock offered

hereby at an assumed initial public offering price of $20.00 per share, after

deducting underwriting discounts and commissions and estimated offering

expenses payable by us.

December 31, 1999

-----------------------------------------------

Pro Forma

Actual Pro Forma As Adjusted

-------------- -------------- ---------------

Balance Sheet Data:

Cash and cash equivalents ......... $40,944,122 $40,944,122 $132,744,122

Working capital ................... 29,813,357 29,813,357 121,613,357

Total assets ...................... 68,336,046 68,336,046 159,746,046

Total deferred revenue ............ 32,101,232 32,101,232 32,101,232

Total liabilities ................. 46,423,191 46,423,191 46,033,191

Stockholders' equity .............. 21,912,855 21,912,855 113,712,855

RISK FACTORS

Any investment in our common stock involves a high degree of risk. You

should consider carefully the risks described below, together with the other

information contained in this prospectus, before you decide to buy our common

stock. If any of the following events actually occurs, our business, financial

condition and results of operations may suffer materially. As a result, the

market price of our common stock could decline, and you could lose all or part

of your investment in our common stock.

Risks Related to Our Industry and Our Business

We have a limited operating history as a domain name registrar and expect to

encounter difficulties faced by early-stage companies.

We only recently entered the domain name registration industry. In

February 1998, we began providing a consumer interface for registering domain

names in the .com, .net and .org domains and in country code domains by

forwarding the information we gathered from the consumer to Network Solutions

or the applicable country code registrars or registries. In June 1999, we began

to compete directly with Network Solutions for registrations in the .com, .net

and .org domains. Accordingly, we have only a limited operating history as a

domain name registrar upon which our current business and prospects can be

evaluated, and our operating results, since June 1999, are not comparable to

our results for prior periods. As a company operating in a newly competitive

and rapidly evolving industry, we face risks and uncertainties relating to our

ability to implement our business plan successfully. We cannot assure you that

we will adequately address these risks and uncertainties or that our business

plan will be successful.

We have a history of losses and expect losses to continue for the foreseeable

future.

We have never been profitable. We incurred net losses of approximately

$1.2 million for the year ended December 31, 1998 and $8.8 million for the year

ended December 31, 1999. As of December 31, 1999, our accumulated losses

totaled $12.2 million. We anticipate that our operating expenses will increase

substantially in the foreseeable future as we develop new products and

services, increase our sales and marketing operations, develop new distribution

channels and strategic relationships, improve our operational and financial

systems and broaden our customer service capabilities. Accordingly, although we

had positive cash flow from operations for 1999, we expect to incur additional

losses for the foreseeable future, primarily due to an increase in our

marketing expenses to build our brand, which we expect to exceed $25.0 million

in 2000, and our capital expenditures, which we expect to exceed $10.0 million

in 2000. These losses are expected to increase significantly from current

levels, which in turn will increase our accumulated losses. We cannot assure

you that we will become profitable or, if we become profitable, that we will be

able to sustain or increase our profitability in the future.

Our earnings will decrease because of stock-based compensation that we have

incurred.

Non-cash compensation expenses are related to grants of common stock,

stock options and warrants made to employees, directors, consultants and

vendors. In 1999, we recorded a $4.9 million non-cash compensation charge.

Based principally on grants of common stock, stock options and warrants made to

date, we will record approximately $6.4 million of non-cash compensation

through 2003 as follows: $2.2 million in 2000, $1.8 million in each of 2001 and

2002 and $639,000 in 2003. These charges will reduce our earnings in future

periods.

We cannot predict with any certainty the effect that new governmental and

regulatory policies, or industry reactions to those policies, will have on our

business.

Before April 1999, the domain name registration system for the .com, .net

and .org domains was managed by Network Solutions pursuant to a cooperative

agreement with the U.S. government. In November 1998, the Department of

Commerce recognized the Internet Corporation for Assigned Names and Numbers,

commonly known as ICANN, to oversee key aspects of the Internet domain name

registration system. We cannot assure you that any future measures adopted by

the Department of Commerce or ICANN will benefit us or that they will not

materially harm our business, financial condition and results of operations. In

addition, we continue to face the risks that:

o the U.S. government may, for any reason, reassess its decision to

introduce competition into, or ICANN's role in overseeing, the domain name

registration market;

o the Internet community may become dissatisfied with ICANN and refuse to

recognize its authority or support its policies, which could create

instability in the domain name registration system; and

o ICANN may attempt to impose additional fees on registrars if it fails to

obtain funding sufficient to run its operations.

We may not be able to maintain or improve our competitive position because of

strong competition from Network Solutions.

Network Solutions' authorization by the U.S. government to act as the sole

domain name registrar prior to April 1999 in the .com, .net and .org domains

gives it a significant competitive advantage in the domain name registration

industry.

Before the recent introduction of competition into the domain name

registration industry, Network Solutions was the sole entity authorized by the

U.S. government to serve as the registrar for domain names in the .com, .net

and .org domains. This position allowed Network Solutions to develop a

substantial customer base, which gives it advantages in securing customer

renewals and in developing and marketing ancillary products and services. We

face significant competition from Network Solutions as we seek to increase our

overall share of the market for domain name registration services, and we

cannot assure you that we will be able to maintain or improve our competitive

position. Based on its press release dated February 10, 2000, Network Solutions

registered 1.6 million net new registrations in the .com, .net and .org domains

for the three months ended December 31, 1999, representing approximately 71% of

all new registrations for the period. For a more detailed discussion of the

introduction of competition into the domain name registration services

industry, see "Business--

Administration of the Internet; Government Regulation and Legal Uncertainties."

Network Solutions' exclusive control over the registry for the .com, .net

and .org domains has given it an advantage over all competitive registrars.

The Internet domain name registration system is composed of two principal

functions: registry and registrar. Registries maintain the database that

contain names registered within the top level domains and their corresponding

Internet protocol addresses. Registrars act as intermediaries between the

registry and individuals and businesses, referred to as registrants, seeking to

U.S. Department of Commerce have given Network Solutions the exclusive right to

operate and maintain the registry for the .com, .net and .org domains at least

until November 30, 2003. Registrars other than Network Solutions are known in

the industry as "competitive registrars." As the exclusive registry for these

domains, Network Solutions receives from us, and every other competitive

registrar, $6 per domain name per year. Although registry fees

may not be used directly to fund Network Solutions' registrar business, the

substantial net revenues from these fees, and the certainty of receiving them,

provide Network Solutions significant advantages over any competitive

registrar.

If Network Solutions sells the registry for the .com, .net and .org

domains and uses the proceeds to fund its registrar business or related product

and service offerings, it will have a substantial competitive advantage over

all competitive registrars.

The agreements among Network Solutions, ICANN and the U.S. Department of

Commerce provide that if Network Solutions separates its registry and registrar

operations by May 9, 2001 and sells the registry assets to a third party, the

term of exclusivity for the third party extends for an additional four years to

November 30, 2007. If a sale of the registry occurs, Network Solutions could

use the proceeds of the sale, which we believe would be substantial, to fund

its registration operations and related product and service offerings. We

believe that the use of these proceeds to finance Network Solutions' registrar

business could have a material adverse effect on our business, financial

condition and results of operations.

We also face competition from other competitive registrars and others in the

domain name registration industry and expect this competition to intensify.

Competition in the domain name registration services industry will

intensify as the number of entrants into the market increases.

When we began providing online domain name registrations in the .com, .net

and .org domains in June 1999, we were one of only five testbed competitive

registrars accredited by ICANN to interface with the Shared Registration

System. The Shared Registration System was designed to allow registrars to

interface directly with Network Solutions' registry for domain names. The

testbed period ended on November 30, 1999. As of February 26, 2000, ICANN had

accredited 91 competitive registrars, including us, to register domain names in

the .com, .net and .org domains. As of February 26, 2000, 27 of these

competitive registrars were registering domain names, and the other 62, while

accredited, had not begun registering domain names, in the .com, .net and .org

domains. An additional 18 companies have qualified for accreditation but have

yet to sign the agreements required by ICANN and Network Solutions. We face

substantial competition from competitive registrars and others in that:

o many accredited registrars that are not currently registering domain

names may begin to do so in the near future;

o companies that are not accredited registrars may offer domain name

registrations through a competing accredited registrar's system; and

o ICANN may accredit new registrars to register domain names in the .com,

.net and .org domains.

We face competition from other competitive registrars and others in the

domain name registration industry who may have longer operating histories,

greater name recognition or greater resources.

Our competitors in the domain name registration industry include companies

with strong brand recognition and Internet industry experience, such as major

telecommunications firms, cable companies, ISPs, web-hosting providers,

Internet portals, systems integrators, consulting firms and other registrars.

Many of these companies also possess core capabilities to deliver ancillary

services, such as customer service, billing services and network management.

Our market position could be harmed by any of these existing or future

competitors, some of which may have longer operating histories, greater name

recognition and greater financial, technical, marketing, distribution and other

resources than we do. Also, as a result of increased competition, our

period-over-period growth rates may decline.

Our ability to register domain names in the .com, .net and .org domains depends

upon the continued availability and functionality of the Shared Registration

System.

The success of our business as a competitive registrar depends upon the

continued availability and functionality of the Shared Registration System,

which is maintained by Network Solutions, and its ability to adapt to an

expanding market for domain name registrations. As of February 26, 2000, there

were 29 registrars, including us and Network Solutions, registering domain

names through the Shared Registration System. The 62 other accredited

registrars and the 18 registrars that have qualified for accreditation but not

yet signed the requisite agreements may begin using the system at any time.

Because the Shared Registration System has been in general use only since April

1999, we cannot assure you that it will be able to handle the growing traffic

generated by large numbers of registrars or registrations. Our ability to

provide domain name registration services in the

.com, .net and .org domains would be materially harmed by any failure of the

Shared Registration System to accommodate our registration needs.

Our business will be materially harmed if in the future the administration and

operation of the Internet no longer relies upon the existing domain name

system.

The Internet is expected to continue to develop at a rapid rate. This

development may include changes in the administration or operation of the

Internet, which could include the creation and institution of alternate systems

for directing Internet traffic without the use of the existing domain name

system. While we are not aware of any alternative systems currently in use or

being developed, widespread acceptance of any alternative systems would

eliminate the need to register a domain name to establish an online presence

and could materially adversely affect our business, financial condition and

results of operations.

Competition in the domain name registration industry could force us to reduce

our prices for our products and services and would negatively impact our

results of operations.

Since competition in the domain name registration industry is in its early

stages, we cannot assure you that we will not be required, by market factors or

otherwise, to reduce, perhaps significantly, the prices we charge for our

domain name registration and related products and services. Further, some of

our competitors are offering domain name registrations for free and derive

their revenues from other sources. Reducing the prices we charge for domain

name registration services in order to remain competitive could materially

adversely affect our results of operations.

If our customers do not renew their domain name registrations through us, and

we fail to replace their business or develop alternative sources of revenue,

our business, financial condition and results of operations would be materially

adversely affected.

The growth of our business depends in part on our customers' renewal of

their domain name registrations through us. Having only recently become an

accredited registrar, we do not have any actual experience with registration

renewals. If our customers decide, for any reason, not to renew their

registrations through us, our business, financial condition and results of

operations would be materially adversely affected.

If we fail to become accredited to offer domain names in additional generic top

level domains that may be introduced, or our customers turn to other registrars

for these registration needs, our business, financial condition and results of

operations would be materially adversely affected.

ICANN or another approving entity may introduce new generic top level

domains, such as .web, .firm and .store. We cannot assure you that, if

introduced, we will be accredited to offer

registrations in these domains or that customers will rely on us to provide

registration services within any new generic top level domains. Our business,

financial condition and results of operations would be materially adversely

affected if substantial numbers of our customers turn to other registrars for

these registration needs.

Our ability to register domain names in the .com, .net and .org domains depends

upon our continued accreditation by ICANN.

We need to be an ICANN-accredited registrar in order to register domain

names in the .com, .net and .org domains. Our current ICANN accreditation

agreement expires on April 26, 2000. While we anticipate that ICANN will renew

this agreement, we cannot assure you that it will do so. If ICANN does not

renew our accreditation, our business, financial condition and results of

operations would be materially adversely affected.

If our customers do not find our expanded product and service offerings

appealing, among other things, we may remain dependent on domain name

registrations as a primary source of revenue and our net revenues may fall

below anticipated levels.

Part of our long-term strategy includes diversifying our revenue base by

offering value-added products and services, including website applications that

enable electronic commerce and other business services, to our customers. We

expect to incur significant costs in acquiring, developing and marketing these

new products and services. Domain name registration services generated

approximately 46% of our net revenues during the year ended December 31, 1999

and we expect it to account for an increasing percentage of our revenues in

future periods. If we fail to offer products and services that meet our

customers' needs, or our customers elect not to purchase our products and

services, our anticipated net revenues may fall below expectations, we may not

generate sufficient revenue to offset these related costs and we will remain

dependent on domain name registrations as a primary source of revenue.

Our failure to establish and maintain online business relationships that

generate a significant amount of traffic could limit the growth of our

business.

We expect that in the future approximately 15% of our customers will

purchase their domain name registrations through our network of co-brand and

private label websites comprising our indirect distribution channel. We

currently have contractual agreements with participants in this network, and if

these third parties do not attract a significant number of visitors to their

websites, we may not receive a significant number of customers from these

network relationships and our net revenues may decrease or not grow. In

addition, we plan to expand our network of co-brand and private label websites.

Our net revenues may suffer if we fail to expand or maintain our network or if

our network does not result in a number of new customers sufficient to justify

the cost.

Rapid growth in our business could strain our managerial, operational,

financial, accounting and information systems, customer service staff and

office resources.

The anticipated future growth necessary to expand our operations will

place a significant strain on our resources. In order to achieve our growth

strategy, we will need to expand all aspects of our business, including our

computer systems and related infrastructure, customer service capabilities and

sales and marketing efforts. The demands on our network infrastructure,

technical staff and technical resources have grown rapidly with our expanding

customer base. In 1999, our number of full-time employees grew from

approximately 33 to approximately 122. We cannot assure you that our

infrastructure, technical staff and technical resources will adequately

accommodate or facilitate the anticipated growth of our customer base. We also

expect that we will need to continually improve our financial and managerial

controls, billing systems, reporting systems and procedures, and we will also

need to continue to expand, train and manage our workforce. If we fail to

manage our growth effectively, our business, financial condition and results of

operation could be materially adversely affected.

In addition, as we offer new products and services, we will need to

increase the size and expand the training of our customer service staff to

ensure that they can adequately respond to customer inquiries. If we fail to

provide our customer service staff training and staffing sufficient to support

new products and services, we may lose customers who feel that their inquiries

have not adequately been addressed.

If we are unable to attract and retain highly qualified management and

technical personnel, our business may be harmed.

Our success depends in large part on the contributions of our senior

management team and technology personnel and in particular Richard D. Forman,

our President and Chief Executive Officer. We face intense competition in

hiring and retaining personnel from a number of sectors, including technology

and Internet companies. Many of these companies have greater financial

resources than we do to attract and retain qualified personnel. In addition,

although we maintain employment agreements with Mr. Forman and Jack S. Levy,

our General Counsel, we have not in the past executed, and do not have any

current plans to execute, employment agreements with our other employees. As a

result, we may be unable to retain our employees or attract, integrate, train

and retain other highly qualified employees in the future. If we fail to

attract new personnel or retain and motivate our current personnel, our

business, financial condition and results of operations could be materially

adversely affected.

Our business will suffer if we fail to build awareness of our brand name.

Building recognition of our brand is critical to attracting additional

traffic and customers to our website, new business alliances, acquisition

candidates, advertisers and employees. Accordingly, we intend to continue

pursuing an aggressive brand-enhancement strategy, which includes mass market

and multimedia advertising, promotional programs and public relations

activities. We intend to make significant expenditures, over $25 million in

2000, on advertising and promotional programs and activities. These

expenditures may not result in an increase in net revenues sufficient to cover

our advertising and promotional expenses. We cannot assure you that promoting

our brand name will increase our net revenues. Accordingly, if we incur

expenses in promoting our brand without a corresponding increase in our net

revenues, our business, financial condition and results of operations would be

materially adversely affected.

Our failure to respond to the rapid technological changes in our industry may

harm our business.

If we are unable, for technological, legal, financial or other reasons, to

adapt in a timely manner to changing market conditions or customer

requirements, we could lose customers, strategic alliances and market share.

The Internet and electronic commerce are characterized by rapid technological

change. Sudden changes in user and customer requirements and preferences, the

frequent introduction of new products and services embodying new technologies

and the emergence of new industry standards and practices could render our

existing products, services and systems obsolete. The emerging nature of

products and services in the domain name registration industry and their rapid

evolution will require that we continually improve the performance, features

and reliability of our products and services. Our success will depend, in part,

on our ability:

o to enhance our existing products and services;

o to develop and license new products, services and technologies that

address the increasingly sophisticated and varied needs of our current and

prospective customers; and

o to respond to technological advances and emerging industry standards and

practices on a cost-effective and timely basis.

The development of additional products and services and other proprietary

technology involves significant technological and business risks and requires

substantial expenditures and lead time. We may be unable to use new

technologies effectively or adapt our websites, internally developed technology

and transaction-processing systems to customer requirements or emerging

industry standards. Updating our technology internally and licensing new

technology from third parties may require us to incur significant additional

capital expenditures.

If we are unable to make suitable acquisitions and investments, our long-term

growth strategy could be impeded.

Our long-term growth strategy includes identifying and, from time to time,

acquiring or investing in suitable candidates on acceptable terms. In

particular, we intend to acquire or make investments in providers of product

offerings that complement our business and other companies in the domain name

registration industry. In pursuing acquisition and investment opportunities, we

may be in competition with other companies having similar growth and investment

strategies. Competition for these acquisitions or investment targets could also

result in increased acquisition or investment prices and a diminished pool of

businesses, technologies, services or products available for acquisition or

investment. Our long-term growth strategy could be impeded if we fail to

identify and acquire or invest in promising candidates on terms acceptable to

us.

Our acquisition strategy could subject us to significant risks, any of which

could harm our business.

Acquisitions involve a number of risks and present financial, managerial

and operational challenges, including:

o diversion of management attention from running our existing business;

o increased expenses, including compensation expenses resulting from newly

hired employees;

o adverse effects on our reported operating results due to possible

amortization of goodwill associated with acquisitions; and

o potential disputes with the sellers of acquired businesses, technologies,

services or products.

In addition, we may not be successful in integrating the business, technology,

operations and personnel of any acquired company. Performance problems with an

acquired business, technology, service or product could also have a material

adverse impact on our reputation as a whole. In addition, any acquired

business, technology, service or product could significantly underperform

relative to our expectations. For all these reasons, our pursuit of an overall

acquisition and investment strategy or any individual acquisition or investment

could have a material adverse effect on our business, financial condition and

results of operations.

If we fail to comply with the regulations of the country code registries or are

unable to register domain names with those registries, our business would be

materially adversely affected.

Each of the country code registries requires registrars to comply with

specific regulations. Many of these regulations vary from country code to

country code. If we fail to comply with

the regulations imposed by country code registries, these registries will

likely prohibit us from registering or continuing to register names in their

country codes. Further, in most cases, our rights to provide country code

domain name registration services are not governed by written contract. In the

case of our written contracts, there is uncertainty as to what law may govern.

As a result, we cannot be certain that we will continue to be able to register

domain names in the country code domains we currently offer. Any restrictions

on our ability to offer domain name registrations in a significant number of

country codes could materially adversely affect our business, financial

condition and results of operations.

If country code registries cease operations or otherwise fail to process

registrations or related information accurately, we would be unable to honor

our subscriptions relating to those country codes.

Country code registries may be administered by the host country,

entrepreneurs or other third parties. If these registry businesses cease

operations or otherwise fail to process domain name registrations or the

related information in country code domains, we would be unable to honor the

subscriptions of registrants who have registered, or are in the process of

registering, domain names in the applicable country code domain. If we are

unable to honor a substantial number of subscriptions for our customers for any

reason, our business, financial condition and results of operations would be

materially adversely affected.

We are restricted from entering into agreements with web-hosting service

providers as a result of an agreement we have with Concentric Network

Corporation.

As part of our marketing and distribution agreement with Concentric

Network Corporation, we have agreed that no more than three service providers,

one of which must be Concentric, may market, advertise or otherwise promote

their web-hosting services on our website. This agreement expires on December

31, 2000 and may be renewed by the parties for an additional year. Accordingly,

we are severely restricted in our ability to enter agreements with other

providers of these services.

We cannot assure you that our standard registration agreement will be

enforceable.

All of our customers must execute our standard registration agreement as

part of the process of registering a domain name. This agreement contains a

number of provisions intended to limit our potential liability arising from our

registration of domain names for our customers including liability resulting

from our failure to register or maintain domain names. As most of our customers

these customers occurs electronically. If a court were to find that our

registration agreement is unenforceable, we could be subject to liability that

could have a materially adverse effect on our business, financial condition or

results of operations.

Our failure to register or maintain the domain names that we process on behalf

of our customers may subject us to negative publicity, which could have a

material adverse effect on our business.

Clerical errors or systems failures, including failures of the Shared

Registration System, have resulted in our failure to properly register or to

maintain the registration of domain names that we processed on behalf of our

customers. Our failure to properly register or to maintain the registration of

our customers' domain names may subject us to negative publicity, which could

have a material adverse effect on our business.

We may not be able to protect and enforce our intellectual property rights

or protect ourselves from the intellectual property claims of third parties.

We may be unable to protect and enforce our intellectual property rights

from infringement.

We rely upon copyright, trade secret and trademark law, invention

assignment agreements and confidentiality agreements to protect our proprietary

technology, including software and applications and trademarks, and other

intellectual property to the extent that protection is sought or secured at

all. We do not have patents on any of our technologies or processes. While we

typically enter into confidentiality agreements with our employees, consultants

and strategic partners, and generally control access to and distribution of our

proprietary information, we cannot ensure that our efforts to protect our

proprietary information will be adequate to protect against infringement and

misappropriation of our intellectual property by third parties, particularly in

foreign countries where laws or law enforcement practices may not protect our

proprietary rights as fully as in the United States.

Furthermore, because the validity, enforceability and scope of protection

of proprietary rights in Internet-related industries is uncertain and still

evolving, we cannot assure you that we will be able to defend our proprietary

rights. In addition to being difficult to police, once any infringement is

detected, disputes concerning the ownership or rights to use intellectual

property could be costly and time-consuming to litigate, may distract

management from operating the business and may result in our losing significant

rights and our ability to operate our business.

We cannot assure you that third parties will not develop technologies or

processes similar or superior to ours.

We cannot ensure that third parties will not be able to independently

develop technology, processes or other intellectual property that is similar to

or superior to ours. The unauthorized reproduction or other misappropriation of

our intellectual property rights, including copying the look, feel and

functionality of our website, could enable third parties to benefit from our

technology without our receiving any compensation and could materially

adversely affect our business, financial condition and results of operations.

We may be subject to claims of alleged infringement of intellectual

property rights of third parties.

We do not conduct comprehensive patent searches to determine whether our

technology infringes patents held by others. In addition, technology

development in Internet-related industries is inherently uncertain due to the

rapidly evolving technological environment. As such, there may be numerous

patent applications pending, many of which are confidential when filed, with

regard to similar technologies. Third parties may assert infringement claims

against us and these claims and any resultant litigation, should it occur,

could subject us to significant liability for damages. Even if we prevail,

litigation could be time-consuming and expensive to defend, and could result in

the diversion of management's time and attention. Any claims from third parties

may also result in limitations on our ability to use the intellectual property

subject to these claims unless we are able to enter into agreements with the

third parties making these claims. Such royalty or licensing agreements, if

required, may be unavailable on terms acceptable to us, or at all. If a

successful claim of infringement is brought against us and we fail to develop

non-infringing technology or to license the infringed or similar technology on

a timely basis, it could materially adversely affect our business, financial

condition and results of operations.

As a registrar of domain names and a provider of web-hosting services, we

may be subject to various claims, including claims from third parties asserting

that their rights have been infringed by domain names registered or websites

hosted on behalf of other parties.

We may be subject to various claims, including trademark infringement,

unfair competition and violations of publicity and privacy rights, to the

extent that such parties consider their rights to be violated by the

registration of particular domain names by other parties or our hosting of

third-party websites. If these claims against us are successful, our business,

financial condition and results of operations could be materially adversely

affected.

We may be held liable if third parties misappropriate our users' personal

information.

A fundamental requirement for online communications is the secure

transmission of confidential information over public networks. If third parties

succeed in penetrating our network security or otherwise misappropriate our

customers' personal or credit card information, we could be subject to

liability. Our liability could include claims for unauthorized purchases with

credit card information, impersonation or other similar fraud claims as well as

for other misuses of personal information, including for unauthorized marketing

purposes. These claims could result in litigation and adverse publicity which

could have a material adverse effect on our business, financial condition and

results of operations, as well as our reputation.

In addition, the Federal Trade Commission and state agencies have been

investigating various Internet companies regarding their use of personal

information. We could have additional expenses if new regulations regarding the

use of personal information are introduced or if our privacy practices are

investigated.

We may incur significant expenses related to the security of personal

information online.

The need to securely transmit confidential information online has been a

significant barrier to electronic commerce and online communications. Any

well-publicized compromise of security could deter people from using online

services such as the ones we offer, or from using them to conduct transactions

that involve transmitting confidential information. Because our success depends

on the acceptance of online services and electronic commerce, we may incur

significant costs to protect against the threat of security breaches or to

alleviate problems caused by these breaches.

We may be held liable for Year 2000 problems relating to one of our former

product offerings.

From July 1995 until October 1998, we sold Internet Creator, a website

creation and management software program. We later offered this product to our

web-hosting customers at no cost. Although we have conducted usability tests to

confirm to our satisfaction that Internet Creator is Year 2000 compliant, we

cannot be certain that users of the product will not experience systems

failures, delays or miscalculations affecting their websites that result from

Year 2000 problems. If users of the product experience Year 2000 problems and

successfully assert actions against us, our business, financial condition and

results of operations could be materially adversely affected.

Risks Related to Our Technology and the Internet

Systems disruptions and failures could cause our customers and advertisers to

become dissatisfied with us and may impair our business.

Our customers, advertisers and business alliances may become dissatisfied

with our products and services due to interruptions in access to our website.

Our ability to maintain our computer and telecommunications equipment in

working order and to reasonably protect them from interruption is critical to

our success. Our website must accommodate a high volume of traffic and deliver

frequently updated information. Our website has in the past experienced slower

response times as a result of increased traffic. We have conducted planned site

outages and experienced unplanned site outages with minimal impact on our

business. Currently, our systems operate, on average, at approximately 50%

capacity. If we were to experience a substantial increase in traffic and fail

to increase our

capacity, our customers would experience slower response times or disruptions

in service. Our customers, advertisers and business alliances may become

dissatisfied by any systems failure that interrupts our ability to provide our

products and services to them. Substantial or repeated system failures would

significantly reduce the attractiveness of our website and could cause our

customers, advertisers and business alliances to switch to another domain name

registration service provider.

Our customers, advertisers and business alliances may become dissatisfied

with our products and services due to interruptions in our access to the Shared

Registration System or country code registries.

We depend on the Shared Registration System and country code registries to

experienced problems with the Shared Registration System, including outages,

particularly during its implementation phase. Any significant outages in the

Shared Registration System or country code registries would prevent us from

delivering or delay our delivery of our services to our customers. Prolonged or

repeated interruptions in our access to the Shared Registration System or

country code registries could cause our customers, advertisers and business

alliances to switch to another domain name registration service provider.

Delays or systems failures unrelated to our systems could harm our

business.

Our customers depend on ISPs, online service providers and others to

access our website. Many of these parties have experienced outages and could in

the future experience outages, delays and other difficulties due to systems

failures unrelated to our systems. Although we carry general liability

insurance, our insurance may not cover any claims by dissatisfied customers,

advertisers or strategic alliances, or may be inadequate to indemnify us for

any liability that may be imposed in the event that a claim were brought

against us. Our business could be materially harmed by any system failure,

security breach or other damage that interrupts or delays our operations.

Our business would be materially harmed if our computer systems become

damaged.

Our network and communications systems are located at Exodus

Communications' hosting facility in Jersey City, New Jersey and Globix

Corporation's hosting facility in New York, New York. We are currently adding

network capacity to our systems located at Globix Corporation's New York, New

York hosting facility to make our systems geographically redundant. Although we

plan to complete this project by the end of the second quarter of 2000, we

cannot assure you that our systems will be geographically redundant by this

time. Fires, floods, earthquakes, power losses, telecommunications failures,

break-ins and similar events could damage these systems. Computer viruses,

electronic break-ins, human error or other similar disruptive problems could

also adversely affect our systems. We do not carry business interruption

insurance. Accordingly, any significant damage to our systems would have a

material adverse effect on our business, financial condition and results of

operations.

Our ability to deliver our products and services and our financial condition

depend on our ability to license third-party software, systems and related

services on reasonable terms from reliable parties.

We depend upon various third parties for software, systems and related

services, including access to the Shared Registration System provided by

Network Solutions. Some of these parties have a limited operating history or

may depend on reliable delivery of services from others. If these parties fail

to provide reliable software, systems and related services on agreeable license

terms, we may be unable to deliver our products and services.

Failure by our third-party provider of credit card processing services to

process payments in a timely fashion will have a negative effect on our

business.

Under the terms of our accreditation agreement with ICANN, we are required

to obtain a reasonable assurance of payment of registration fees prior to

registering or renewing domain

names. To satisfy this requirement, we have engaged Cybersource to process

credit card payments for our individual customers. Therefore, if Cybersource or

its system fails for any reason to process credit card payments in a timely

fashion, we may not be in compliance with ICANN's requirement and as a result

may not be allowed to process domain name registrations. In addition, the

domain name reservation process will be delayed and customers may be unable to

obtain their desired domain name.

If Internet usage does not grow, or if the Internet does not continue to expand

as a medium for commerce, our business may suffer.

Our success depends upon the continued development and acceptance of the

Internet as a widely used medium for commerce and communication. Rapid growth

in the uses of and interest in the Internet is a relatively recent phenomenon

and we cannot assure you that use of the Internet will continue to grow at its

current pace. A number of factors could prevent continued growth, development

and acceptance, including:

o the unwillingness of companies and consumers to shift their purchasing

from traditional vendors to online vendors;

o the Internet infrastructure may not be able to support the demands placed

on it, and its performance and reliability may decline as usage grows;

o security and authentication issues may create concerns with respect to

the transmission over the Internet of confidential information, such as

credit card numbers, and attempts by unauthorized computer users,

so-called hackers, to penetrate online security systems; and

o privacy concerns, including those related to the ability of websites to

gather user information without the user's knowledge or consent, may

impact consumers' willingness to interact online.

Any of these issues could slow the growth of the Internet, which could have a

material adverse effect on our business, financial condition and results of

operations.

If the use of the Internet as an advertising and marketing medium fails to

develop or develops more slowly than we expect, our future business could be

materially adversely affected.

Our future success depends in part on a significant increase in the use of

the Internet as an advertising and marketing medium. Advertising revenues

constituted 32% of our net revenues for the year ended December 31, 1999. The

Internet advertising market is new and rapidly evolving, and it cannot yet be

compared with traditional advertising media to gauge its effectiveness. As a

result, demand for and market acceptance of Internet advertising are uncertain.

Many of our current and potential customers have little or no experience with

Internet advertising and have allocated only a limited portion of their

advertising and marketing budgets to Internet activities. The adoption of

Internet advertising, particularly by entities that have historically relied

upon traditional methods of advertising and marketing, requires the acceptance

of a new way of advertising and marketing. These customers may find Internet

advertising to be less effective for meeting their business needs than

traditional methods of advertising and marketing. Furthermore, there are

software programs that limit or prevent advertising from being delivered to a

user's computer. Widespread adoption of this software by users would

significantly undermine the commercial viability of Internet advertising. These

factors could materially adversely affect our business, financial condition and

results of operations.

We depend on the technological stability and maintenance of the Internet

infrastructure.

Our success and the viability of the Internet as an information medium and

commercial marketplace will depend in large part upon the stability and

maintenance of the infrastructure

for providing Internet access and carrying Internet traffic. Failure to develop

a reliable network system or timely development and acceptance of complementary

products, such as high-speed modems, could materially harm our business. In

addition, the Internet could lose its viability due to delays in the

development or adoption of new standards and protocols required to handle

increased levels of Internet activity or due to increased government

regulation.

We may become subject to burdensome government regulations and legal

uncertainties affecting the Internet.

To date, government regulations have not materially restricted the use of

the Internet. The legal and regulatory environment pertaining to the Internet,

however, is uncertain and may change. Both new and existing laws may be applied

to the Internet by state, federal or foreign governments, covering issues that

include:

o sales and other taxes;

o user privacy;

o pricing controls;

o characteristics and quality of products and services;

o consumer protection;

o cross-border commerce;

o libel and defamation;

o copyright, trademark and patent infringement;

o pornography; and

o other claims based on the nature and content of Internet materials.

The adoption of any new laws or regulations or the new application or

interpretation of existing laws or regulations to the Internet could hinder the

growth in use of the Internet and other online services generally and decrease

the acceptance of the Internet and other online services as media of

communications, commerce and advertising. Our business may be harmed if any

slowing of the growth of the Internet reduces the demand for our services. In

addition, new legislation could increase our costs of doing business and

prevent us from delivering our products and services over the Internet, thereby

harming our business, financial condition and results of operations.

For example, in November 1999, the Anticybersquatting Consumer Protection

Act was enacted to curtail a practice commonly known in the industry as

"cybersquatting." A cybersquatter is generally defined in this Act as one who

registers a domain name that is identical or similar to another party's

trademark or the name of a living person, in each case with the bad faith

intent to profit from use of the domain name. Although the Act states that

registrars may not be held liable for registering or maintaining a domain name

for another person absent a showing of the registrar's bad faith intent to

profit from the use of the domain name, registrars may be held liable if they

fail to comply promptly with procedural provisions. If we are held liable under

this law, any liability could have a material adverse effect on our business,

financial condition and results of operations.

We file tax returns in such states as required by law based on principles

applicable to traditional businesses. However, one or more states could seek to

impose additional income tax obligations or sales tax collection obligations on

out-of-state companies, such as ours, which engage in or facilitate electronic

commerce. A number of proposals have been made at state and local levels that

could impose such taxes on the sale of products and services

through the Internet or the income derived from such sales. Such proposals, if

adopted, could substantially impair the growth of electronic commerce and

materially adversely affect our business, financial condition and results of

operations.

Legislation limiting the ability of the states to impose taxes on

Internet-based transactions has been enacted by the United States Congress.

However, this legislation, known as the Internet Tax Freedom Act, imposes only

a three-year moratorium, which commenced October 1, 1998 and ends on October

21, 2001, on state and local taxes on electronic commerce. It is possible that

the tax moratorium could fail to be renewed prior to October 21, 2001. Failure

to renew this legislation would allow various states to impose taxes on

Internet-based commerce. The imposition of such taxes could materially

adversely affect our business, financial condition and results of operations.

Risks Related to This Offering

There has been no prior market for our common stock and our stock may

experience extreme price and volume fluctuations.

The stock market has experienced extreme price and volume fluctuations

that have particularly affected the market prices of the securities of

Internet-related companies. Prior to this offering, there has been no public

market for our common stock. We cannot predict the extent to which investor

interest in our stock will lead to the development of an active trading market

or how liquid that market might become. The initial public offering price for

the shares will be determined by negotiations between us and the

representatives of the underwriters and may not be indicative of prices that

will prevail in the trading market. The market price of our common stock may

decline below the initial public offering price. In the past, companies that

have experienced volatility in the market price of their stock have been the

objects of securities class action litigation. If we were the object of

securities class action litigation, it could result in substantial costs and a

diversion of our management's attention and resources.

Our management has broad discretion over how to use the proceeds of this

offering and may not use the proceeds in ways that help our business succeed.

We estimate that our net proceeds from this offering will be $91.8

million, assuming an initial public offering price of $20.00 per share after

deducting underwriting discounts and estimated offering expenses. Other than

our 2000 marketing and capital expenditure plans, we have no specific plans for

the net proceeds of this offering other than to fund general corporate

purposes, including working capital, and acquisitions and strategic

investments. Accordingly, our management will have broad discretion as to how

to apply the net proceeds of this offering. If we fail to use the proceeds

effectively, our business may not grow and our net revenues and net income may

decline.

Our directors, executive officers and principal stockholders own enough of our

shares to control Register.com, which will limit your ability to influence

corporate matters.

Our directors, executive officers and principal stockholders currently

beneficially own approximately 88.5% of our common stock and, after the

offering, will beneficially own approximately 78.2% of our common stock.

Accordingly, these stockholders could control the outcome of any corporate

transaction or other matter submitted to our stockholders for approval,

including mergers, consolidations and the sale of all or substantially all of

our assets, and also could prevent or cause a change in control. The interests

of these stockholders may differ from the interests of our other stockholders.

In addition, third parties may be discouraged from making a tender offer or bid

to acquire us because of this concentration of ownership.

Shares eligible for public sale after this offering could adversely affect our

stock price.

Based on shares outstanding on January 31, 2000, from time to time after

this offering, a total of 26,880 and 23,245,177 shares of common stock may be

sold in the public market by existing stockholders 90 days and 180 days,

respectively, after the date of this prospectus, subject to applicable volume

and other limitations imposed under federal securities laws. The 180-day

restriction on resales is the result of lock-up agreements with our

underwriters for this offering. Deutsche Bank Securities may release, in its

sole discretion, all or any portion of the securities subject to the 180-day

lock-up agreements prior to the expiration of their term. Deutsche Bank

Securities may waive these restrictions at our request or upon the request of a

stockholder. In evaluating whether to grant such a request, Deutsche Bank

Securities may consider a number of factors with a view toward maintaining an

orderly market for, and minimizing volatility in the market price of, our

common stock. These factors include, among others, the number of shares

involved, recent trading volume and prices of the stock, the length of time

before the lock-up expires and the reasons for, and the timing of, the request.

In addition, existing stockholders owning an aggregate of 29,894,846

shares of common stock and common stock issuable upon the exercise of

outstanding options and warrants have the right to require us to register their

shares under the Securities Act. If we register these shares, they can be sold

in the public market. The market price of our common stock could decline as a

result of sales by these existing stockholders of their shares of common stock

in the market after this offering, or the perception that these sales could

occur. These sales also might make it difficult for us to sell equity

securities in the future at a time and price that we deem appropriate.

Our charter documents and Delaware law may inhibit a takeover that stockholders

may consider favorable.

Provisions in our amended and restated certificate of incorporation, our

amended and restated bylaws and Delaware law could delay or prevent a change of

control or change in management that would provide stockholders with a premium

to the market price of their common stock. The authorization of undesignated

preferred stock, for example, gives our board the ability to issue preferred

stock with voting or other rights or preferences that could impede the success

of any attempt to change control of the company. If a change of control or

change in management is delayed or prevented, this premium may not be realized

or the market price of our common stock could decline.

You will incur immediate and substantial dilution.

The initial public offering price per share will significantly exceed the

net tangible book value per share. Accordingly, investors purchasing shares in

this offering will suffer immediate dilution of their investment equal to

$16.58 per share, based on an assumed initial offering price of $20.00. If we

issue additional shares of common stock in the future, investors purchasing

shares in this offering may experience further dilution. Any further dilution

could adversely affect the trading price of our stock.

USE OF PROCEEDS

We estimate that we will receive net proceeds from the sale of the shares

of common stock in this offering of approximately $91.8 million, assuming an

initial public offering price of $20.00 per share and after deducting

underwriting discounts and commissions and estimated offering expenses. If the

underwriters exercise their over-allotment option in full, we estimate that our

net proceeds will be approximately $95.9 million.

We plan to use the proceeds from this offering for marketing, capital

expenditures, working capital, development of new products and services,

acquisitions of and investments (where we acquire less than a controlling

interest) in companies whose businesses, products or services complement our

own and general corporate purposes. We intend to spend over $25.0 million in

2000 on advertising and promotional programs and activities and over $10.0

million in 2000 for capital expenditures, including expenditures for servers,

co-location equipment and other hardware and software necessary to support our

registration systems. As of the date of this prospectus, we have not made any

other specific expenditure plans with respect to the proceeds of this offering.

Therefore, we cannot specify with certainty the particular uses for the

remaining net proceeds to be received upon completion of this offering.

Accordingly, our management will have significant flexibility in applying the

net proceeds of this offering. Pending any use, we intend to invest the net

proceeds of this offering in short-term, investment-grade, interest-bearing

securities.

The principal purposes of this offering are to increase our working

capital, to create a public market for our common stock, to facilitate future

access to the public capital markets and to increase our visibility in the

marketplace. Although we engage in discussions with potential acquisition, and

strategic investment, candidates from time to time, we have no present

commitments with respect to any acquisition or investment.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We

currently anticipate retaining any future earnings for the development and

operation of our business. Accordingly, we do not anticipate declaring or

paying any cash dividends in the foreseeable future.

CAPITALIZATION

The following table shows our capitalization as of December 31, 1999 on an

actual basis, a pro forma basis and a pro forma as adjusted basis. The pro

forma column reflects the conversion of each outstanding share of preferred

stock into one share of common stock, which will occur upon the closing of this

offering. The pro forma as adjusted column further reflects our sale of shares

of common stock in this offering at an assumed initial public offering price of

$20.00 per share, after deducting underwriting discounts and commissions and

estimated offering expenses payable by us.

You should read the following table in conjunction with our financial

statements and the notes to those financial statements included elsewhere in

this prospectus.

December 31, 1999

----------------------------------------------------

Pro Forma

Actual Pro Forma As Adjusted

--------------- --------------- ----------------

Capital lease obligations ...................... $ 33,825 $ 33,825 $ 33,825

----------- ----------- ------------

Stockholders' equity:

Preferred Stock, $.0001 par value; 5,000,000

shares authorized:

Series A Convertible Preferred Stock;

5,000,000 shares authorized; 4,694,333

shares issued and outstanding (actual);

no shares issued or outstanding (pro

forma and pro forma as adjusted) .......... 469 -- --

Common Stock, $.0001 par value;

60,000,000 shares authorized; 21,065,047

shares issued and outstanding (actual);

25,759,380 shares issued and outstanding

(pro forma); 30,759,380 shares issued and

outstanding (pro forma as adjusted) ......... 2,106 2,575 3,075

Additional paid-in capital ................... 36,709,821 36,709,821 128,509,321

Unearned compensation ........................ (2,647,770) (2,647,770) (2,647,770)

Accumulated deficit .......................... (12,151,771) (12,151,771) (12,151,771)

----------- ----------- ------------

Total stockholders' equity .................. 21,912,855 21,912,855 113,712,855

----------- ----------- ------------

Total capitalization ...................... $21,946,680 $21,946,680 $113,746,680

=========== =========== ============

The number of shares of common stock to be outstanding after this offering

is based on the number of shares outstanding as of December 31, 1999. It does

not include:

o 1,750 shares of common stock issued upon the exercise of stock options

between January 1, 2000 and February 28, 2000;

o 4,353,286 shares of common stock issuable upon the exercise of stock

options outstanding as of February 28, 2000, with a weighted average

exercise price of $7.50 per share;

o 594,396 shares of common stock issuable upon the exercise of stock

options outstanding as of February 28, 2000, with an exercise price equal

to the initial offering price of our common stock;

o 4,185,568 shares of common stock available for issuance under our stock

option plans for options not yet granted;

o 350,000 shares reserved for issuance under our employee stock purchase

plan; and

o 6,155,675 shares of common stock issuable upon exercise of outstanding

warrants with a weighted average exercise price of $1.50 per share.

DILUTION

If you invest in our common stock, your interest will be diluted to the

extent of the difference between the public offering price per share of our

common stock and the pro forma net tangible book value per share of our common

stock after this offering. We calculate pro forma net tangible book value per

share by dividing the net tangible book value (total tangible assets less total

liabilities) by the pro forma number of outstanding shares of common stock.

Our pro forma net tangible book value at December 31, 1999 was $12.9

million or $0.50 per share, based on 25,759,380 shares of our common stock

outstanding after giving effect to the conversion of all outstanding shares of

our preferred stock into common stock upon the closing of this offering.

After giving effect to the issuance and sale of the shares of common stock

that we are offering (less the underwriting discounts and estimated offering

expenses payable by us), our pro forma net tangible book value at December 31,

1999 would be $105.1 million or $3.42 per share or if the underwriters exercise

their over-allotment option in full, $109.3 million or $3.53 per share. This

represents an immediate increase in pro forma net tangible book value of $2.92

per share to existing stockholders or $3.03 per share if the underwriters

exercise their over-allotment option in full, and an immediate dilution of

$16.58 per share or, if the underwriters exercise their over-allotment option

in full, $16.47 per share to investors purchasing shares in the offering. If

the initial public offering price is higher or lower, the dilution to new

investors will be greater or less, respectively. The following table

illustrates this per share dilution:

Assumed initial public offering price per share ........................... $ 20.00

Pro forma net tangible book value per share at December 31, 1999 .......... $ 0.50

Increase in pro forma net tangible book value per share attributable to

this offering ........................................................... 2.92

------

Pro forma net tangible book value per share after this offering ........... 3.42

-------

Dilution per share to new investors ....................................... $ 16.58

=======

The following table shows on a pro forma basis at December 31, 1999, after

giving effect to the conversion of all outstanding shares of our preferred

stock into an aggregate of 4,694,333 shares of common stock upon the closing of

this offering, the number of shares of common stock purchased from us, the

total consideration paid to us and the average price per paid share by existing

stockholders and by new investors purchasing common stock in this offering:

Shares Purchased Total Consideration Average Price

Number Percentage Amount Percentage Per Share

------------ ------------ -------------- ------------ --------------

Existing stockholders (1) ......... 25,759,380 83.7% $ 28,809,799 22.3% $ 1.12

New investors ..................... 5,000,000 16.3 100,000,000 77.7 20.00

---------- ----- ------------ -----

Total (1) ....................... 30,759,380 100.0% $128,809,799 100.0%

========== ===== ============ =====

If the underwriters exercise their over-allotment option in full, the

number of shares of common stock held by existing stockholders will be reduced

to 25,231,659 or 81.4% of the total number of shares of common stock to be

outstanding after this offering. The average price per share for existing

stockholders would increase to $1.14. In addition, the number of shares of

common stock held by new investors will be increased to 5,750,000, or 18.6% of

the total number of shares of common stock to be outstanding after this

offering.

-------------

(1) The above information is based on shares outstanding as of December 31,

1999. It excludes:

o 1,750 shares of common stock issued upon the exercise of stock options

between January 1, 2000 and February 28, 2000;

o 4,353,286 shares of common stock issuable upon the exercise of stock

options outstanding as of February 28, 2000, with a weighted average

exercise price of $7.50 per share;

o 594,396 shares of common stock issuable upon the exercise of stock

options outstanding as of February 28, 2000, with an exercise price equal

to the initial offering price of our common stock.

o 4,185,568 shares of common stock available for issuance under our stock

option plans for options not yet granted;

o 350,000 shares reserved for issuance under our employee stock purchase

plan; and

o 6,155,675 shares of common stock issuable upon exercise of outstanding

warrants with a weighted average exercise price of $1.50 per share.

To the extent that any of these stock options or warrants are exercised,

new investors will experience further dilution.

SELECTED FINANCIAL DATA

The selected financial data below as of December 31, 1998 and 1999 and for

the years ended December 31, 1997, 1998 and 1999 have been derived from our

financial statements included in this prospectus, which have been audited by

PricewaterhouseCoopers LLP, independent accountants. The selected financial

data as of December 31, 1997 have been derived from our audited financial

statements not included in this prospectus. The selected financial data below

as of and for the years ended December 31, 1995 and 1996 have been derived from

our unaudited financial statements. These unaudited financial statements have

been prepared on the same basis as our audited financial statements and, in our

opinion, include all adjustments, consisting of normal recurring adjustments,

necessary for the fair presentation of our financial position and results of

operations. Historical results are not necessarily indicative of results to be

expected for any future period. You should read the data below together with

"Management's Discussion and Analysis of Financial Condition and Results of

Operations" and the financial statements and the notes to those statements

included in this prospectus. The pro forma basic and diluted net loss per share

data give effect to the conversion of our Exchangeable Preferred Stock and the

Series A Convertible Preferred Stock at the date of original issuance.

Year Ended December 31,

-----------------------------------------------------------------------------------

1995 1996 1997 1998 1999

------------- --------------- ------------- --------------- ---------------

Statement of Operations Data:

Net revenues ......................... $ 87,696 $ 868,018 $ 713,263 $ 1,319,359 $ 9,644,552

Cost of revenues ..................... 12,399 342,140 191,539 461,152 3,082,499

---------- ------------ ---------- ------------ ------------

Gross profit ......................... 75,297 525,878 521,724 858,207 6,562,053

Operating expenses:

Sales and marketing ................ 166,330 935,495 366,975 863,720 7,149,693

Research and development ........... 102,901 390,814 71,471 276,687 1,767,158

General and administrative

(exclusive of non-cash

compensation) ..................... 94,704 743,609 263,017 795,425 2,380,190

Non-cash compensation .............. -- -- -- 149,682 4,929,200

---------- ------------ ---------- ------------ ------------

Total operating expenses ........... 363,935 2,069,918 701,463 2,085,514 16,226,241

---------- ------------ ---------- ------------ ------------

Loss from operations ................. (288,638) (1,544,040) (179,739) (1,227,307) (9,664,188)

Other income (expenses), net ......... -- (170,036) (25,787) 66,559 887,270

---------- ------------ ---------- ------------ ------------

Net loss ............................. $ (288,638) $ (1,714,076) $ (205,526) $ (1,160,748) $ (8,776,918)

========== ============ ========== ============ ============

Basic and diluted net loss per

share .............................. $ (0.07) $ (0.26) $ (0.02) $ (0.07) $ (0.46)

========== ============ ========== ============ ============

Weighted average shares used

in basic and diluted net loss

per share .......................... 4,429,859 6,633,905 8,884,709 15,697,013 19,117,027

========== ============ ========== ============ ============

Pro forma basic and diluted net

loss per share ..................... $ (0.40)

============

Weighted average shares used

in pro forma basic and

diluted net loss per share ......... 22,112,252

============

December 31,

------------------------------------------------------------------------------

1995 1996 1997 1998 1999

----------- ------------- --------------- ------------- --------------

Balance Sheet Data:

Cash and cash equivalents .............. $226,995 $ 21,074 $ 60,845 $1,284,684 $40,944,122

Working capital (deficiency) ........... 179,345 (949,383) (1,131,173) 569,616 29,813,357

Total assets ........................... 260,002 141,774 180,786 1,611,025 68,336,046

Total deferred revenues ................ -- -- 32,038 113,527 32,101,232

Total liabilities ...................... 147,451 1,002,920 1,243,457 788,245 46,423,191

Stockholders' equity (deficit) ......... 112,551 (861,146) (1,062,671) 822,780 21,912,855

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and

results of operations together with "Selected Financial Data," our financial

statements, the notes to those statements and the other information appearing

elsewhere in this prospectus.

Overview

We are a provider of Internet domain name registration services worldwide.

Domain names serve as part of the infrastructure for Internet communications

and registering a domain name is one of the first steps for individuals and

businesses seeking to establish an online identity. We believe that we offer a

quick and user-friendly registration process and responsive and reliable

customer support. We also offer a suite of value-added products and services

targeted to assist our customers in developing and maintaining their online

identities, including:

Products and Services Products and Services

Provided by Us Provided by Others

o domain name forwarding o email

o web hosting

o real-time domain name management, o website-creation tools

Our goal is to become a one-stop resource through which our customers will

establish, maintain and enhance their presence on the Internet.

We are the successor by merger to Forman Interactive Corp. Forman

Interactive commenced operations in 1994 as a developer of electronic commerce

software, and began offering web-hosting and related products and services in

1997. In February 1998, we began to distribute domain names either for free or,

to a lesser extent, were paid commissions for the domain names we distributed

for international registrars and registries. In April 1999, we commenced

offering registration services for country code domains and in June 1999, we

began offering registrations in the .com, .net and .org domains.

Net Revenues

We derive our net revenues from domain name registrations, online products

and services and advertising. Net revenues from domain name registrations

consist of fees paid by registrants over the course of the registration period

reduced by referral commissions and a provision for credit card chargebacks. We

currently earn registration fees in connection with new registrations and

transferred registrations. We pay referral commissions on domain name

registrations processed through the participants in our network of co-brand and

private label websites and those we process through our www.register.com

website that are referred to us by participants in our affiliate network. From

June 1999 until January 14, 2000, we offered two-year registration periods for

the initial domain name registration in the .com, .net and .org domains with

annual renewals and either one- or two-year registration periods for domain

names in the country code domains. As of January 15, 2000, we have supplemented

our registration period offerings to include one-, five- and ten-year

registration periods for both initial and renewal domain name registrations in

the .com, .net, and .org domains. For our .com, .net and .org domain names, we

currently charge $35 for a one-year registration, $70 for a two-year

registration, $159 for a five-year registration and $299 for a ten-year

registration. For our country code domains, we currently charge approximately

$40 to $299 for one- or two-year registrations. We intend to charge the same

rates for renewals as we do for corresponding initial registration periods.

Because we only began operating as a registrar in April 1999, we have not

processed any registration renewals. We anticipate that registration renewals

will contribute to our net revenues once our customers' initial registrations

reach the end of their terms.

Domain name registration revenues are deferred at the time of the

registration and are recognized ratably over the term of the registration

period. Under this subscription-based model, we recognize revenue when we

provide the registration services, including customer service and maintenance

of the individual domain name records. ICANN requires us to have reasonable

assurance of payment in order to register a domain name. Therefore, we require

prepayment via credit card for all online domain name registration sales, which

provides us with the full cash fee at the beginning of the registration period

while recognizing the revenues over the registration period. For some of our

customers who register domain names through our Corporate Services department,

we establish lines of credit based on credit worthiness, thereby reasonably

assuring payment.

Online products and services, which consist of email, domain name

forwarding and web hosting, are sold either as annual or monthly subscriptions,

depending on the product or service offering. These revenues are recognized

ratably over the period in which we provide our services. We offer web hosting

through our own servers and through web-hosting services provided by third

parties. We have shifted our business model, and have chosen to direct our

resources, toward our domain name registration business and not toward our own

web-hosting business. As such, while we continue to offer our own web-hosting

services, we do not actively promote this service and, therefore, do not

anticipate significant revenue growth from our own web-hosting service in

future periods. We intend, however, to continue actively promoting web-hosting

services provided by third parties.

Advertising revenues are derived from the sale of sponsorships and banner

advertisements under short-term contracts that range from one month to one year

in duration. We recognize these revenues ratably over the period in which the

advertisements are displayed provided that no significant company obligation

remains and collection of the resulting receivable is probable.

Cost of Revenues

Our cost of revenues consists of the costs associated with providing

domain name registrations and online products and services. Cost of revenues

for domain name registrations primarily consists of registry fees, depreciation

on the equipment used to process the domain name registrations, the fees paid

to the co-location facilities maintaining our equipment and fees paid to the

financial institutions to process credit card payments on our behalf. Through

January 14, 2000, we paid a $9 per year registry fee for each .com, .net and

.org domain name registration. This fee has been reduced to $6 per year

commencing on January 15, 2000. We currently pay registry fees of approximately

$5 to $150 for one- or two-year country code domain name registrations. The

largest component of our cost of revenues is the registry fees which, while

paid in full at the time that the domain name is registered, are recorded as a

prepaid expense and recognized ratably over the term of the registration.

Cost of revenues for our online products and services consists of fees

paid to third party service providers, depreciation on the equipment used to

deliver the services, fees paid to the co-location facilities maintaining our

equipment and fees paid to the financial institutions to process credit card

payments on our behalf.

While we have no direct cost of revenues associated with our advertising

revenue we do incur operational costs including salaries and commissions which

are classified as operating expenses. We have no incremental cost of revenues

associated with advertising since we use the same equipment to deliver the

advertisements as we use for our domain name registration services.

Operating Expenses

Our operating expenses consist of sales and marketing, research and

development, general and administrative and non-cash compensation expenses. Our

sales and marketing expenses consist primarily of employee salaries, marketing

programs such as advertising and,

to a lesser extent, commissions paid to our sales representatives. Research and

development expenses consist primarily of employee salaries, fees for outside

consultants and related costs associated with the development and integration

of new products and services, the enhancement of existing products and services

and quality assurance. General and administrative expenses consist primarily of

employee salaries and other personnel related expenses for executive, financial

and administrative personnel, as well as professional services fees and bad

debt accruals. Non-cash compensation expenses are related to grants of common

stock, stock options and warrants made to employees, directors, consultants and

vendors. Facilities expenses are allocated across our different operating

expense categories. In addition to the $4.9 million non-cash compensation

charge taken in 1999, we will be recording $2.2 million in non-cash

compensation charges in 2000, $1.8 million in each of 2001 and 2002, and

$639,000 in 2003. These charges primarily relate to the issuance through

February 2000 of employee stock options having exercise prices below fair

market value on the date of grant.

Net Losses

We have incurred annual and quarterly losses from our operations since our

inception, and we expect to incur operating losses on both an annual and

quarterly basis for the foreseeable future. We have incurred significant net

losses in the past and expect these losses to continue to increase from current

levels as we grow our business by hiring additional employees, increasing our

marketing expenses to build our brand and increasing our capital expenditures.

We incurred net losses of $8.8 million in 1999, $1.2 million in 1998 and

$206,000 in 1997. We intend to spend over $25 million in 2000 on advertising

and promotional programs and approximately $10 million in capital expenditures.

Furthermore, given the rapidly evolving nature of our business and our limited

operating history as a competitive registrar, our operating results are

difficult to forecast, and period-to-period comparisons of our operating

results will not be meaningful and should not be relied upon as an indication

of future performance. Due to these and other factors, many of which are

outside our control, quarterly operating results may fluctuate significantly in

the future.

Results of Operations

Because we began operating as a domain name registrar only in the second

quarter of 1999 and generated only limited revenues from domain name

registration services prior to this time, we believe that year-to-year

comparisons of 1997 against 1998 and 1998 against 1999 are not meaningful and

you should not rely upon them as indications of our future performance.

We anticipate that in future periods net revenues from domain name

registrations will be the largest component of our net revenues and cost of

domain name registrations will be the largest component of our cost of

revenues. The following table presents selected statement of operations data

for the periods indicated as a percentage of net revenues.

Year Ended December 31,

-----------------------------------

1997 1998 1999

---------- ---------- ---------

Net revenues ........................... 100% 100% 100%

Cost of revenues ....................... 27 35 32

--- --- ---

Gross profit ........................... 73 65 68

--- --- ---

Operating expenses

Sales and marketing ................. 51 66 74

Research and development ............ 10 21 18

General and administrative (exclusive

of non-cash compensation) ......... 37 60 25

Non-cash compensation ............... -- 11 51

--- --- ---

Total operating expenses ............... 98 158 168

--- --- ---

Loss from operations ................... (25) (93) (100)

Other income (expenses), net ........... (4) 5 9

------ --- ----

Net loss ............................... (29)% (88)% (91)%

===== === ====

Years Ended December 31, 1998 and 1999

Net Revenues

Total net revenues increased from $1.3 million for 1998 to $9.6 million

for 1999.

Domain Name Registrations. Revenues from domain name registrations

increased from $37,000 for 1998 to $4.5 million for 1999. Domain name

registrations represented 3% of 1998 net revenues and 46% of 1999 net revenues.

This increase was primarily from the shift in our business from serving as a

distributor of domain names to serving as a generic top level domain name

registrar in June 1999. Additionally, we had no deferred revenue from domain

name registrations in 1998 while deferred revenue was $32.1 million in 1999. We

anticipate that revenues from domain name registrations will increase in

absolute dollars and as a percentage of our net revenues in future periods as a

result of growth in the market for domain name registrations, renewals and

transfers and the implementation of our business strategy.

Online Products and Services. Revenues from online products and services

increased 91% from $1.1 million in 1998 to $2.1 million for 1999 primarily from

increased sales of web hosting provided through our servers. Online products

and services represented 87% of 1998 net revenues and 22% of 1999 net revenues.

We anticipate that revenues from online products and services will remain flat

in the near term as we begin to introduce new online products and services and

no longer actively promote our own web-hosting services. We anticipate that

these revenues will increase over the longer term as we expand our online

product and service offerings.

Advertising. Revenues from advertising increased from $133,000 for 1998 to

$3.1 million for 1999 primarily from the increased number of page views and the

volume of advertising and sponsorships sold on our www.register.com and

FutureSite websites. Advertising represented 10% of 1998 net revenues and 32%

of 1999 net revenues. We anticipate that revenues from advertising will

increase in absolute dollars but decrease as a percentage of total net

revenues.

Cost of Revenues

Total cost of revenues increased from $461,000 for 1998 to $3.1 million

for 1999.

Cost of Domain Name Registrations. Cost of domain name registrations

increased from $19,000 for 1998 to $2.5 million for 1999. The increase was

primarily from the shift in our business from serving as a distributor of

domain names to serving as a generic top level domain name registrar in June

1999. As a distributor, we generally passed through registry costs to the

applicable registry or registrar. We anticipate that cost of revenues for

domain name registrations will increase in absolute dollars primarily as a

result of growth in our domain name registrations and renewals.

Cost of Online Products and Services. Cost of online products and services

increased 24% from $442,000 for 1998 to $548,000 for 1999. The increase was

primarily from the additional depreciation expense associated with the

equipment dedicated to our operations to support our growing online product and

service offerings. We anticipate these costs will increase in absolute dollars

as we expand our online product and service offerings.

Operating Expenses

Total operating expenses increased from $2.1 million for 1998 to $16.2

million for 1999.

Sales and Marketing. Sales and marketing expenses increased from $864,000

for 1998 to $7.1 million for 1999. The increase was primarily from the costs

associated with the launch of our radio and print media advertising campaign in

September 1999 and from salaries

associated with newly hired sales, marketing and customer service

professionals. We anticipate that sales and marketing expenses will increase

substantially in absolute dollars as we further our marketing programs and

international expansion. Additionally, we anticipate increasing our customer

service staff and domain name registration sales force to support both the

demands of our customers as well as to further our direct and indirect sales

strategy for domain name registrations.

Research and Development. Research and development expenses increased from

$277,000 for 1998 to $1.8 million for 1999. The increase resulted primarily

from salaries associated with newly hired technology personnel to support our

growth. We anticipate that research and development expenses will continue to

increase in absolute dollars as we continue to invest in developing and

modifying our systems to grow our business.

General and Administrative. General and administrative expenses increased

from $795,000 for 1998 to $2.4 million for 1999. The increase was primarily

from salaries associated with newly hired personnel and related costs required

to manage our growth and facilities expansion. We expect that our general and

administrative expenses will increase in absolute dollars to support our

overall growth including increased expenses relating to our new

responsibilities as a public company.

Non-cash Compensation. Non-cash compensation expenses increased from

$150,000 for 1998 to $4.9 million for 1999. The increase in non-cash

compensation was primarily associated with the modification of warrants

previously granted to some of our stockholders and the issuance of warrants in

connection with a financial consulting agreement. Non-cash compensation expense

included $18,000 in 1998 and $329,000 in 1999 of amortization of deferred

compensation related to employee stock options. Amortization of deferred

compensation primarily related to employee stock options issued through

February 2000 will be $2.2 million in 2000, $1.8 million in each of 2001 and

2002, and $639,000 in 2003.

Other Income (Expenses), Net.

Other income (expenses), net consists primarily of interest income net of

interest expense. Other income (expenses), net increased from $67,000 for 1998

to $887,000 for 1999. The increase was primarily from interest earned on our

cash balance as a result of our equity financings and cash provided by

operations.

Net Loss

Net loss increased $7.6 million to $8.8 million in 1999 from $1.2 million

in 1998.

Years Ended December 31, 1997 and 1998

Net Revenues

Total net revenues increased 85% from $713,000 for 1997 to $1.3 million

for 1998.

Domain Name Registrations. We had no revenues from domain name

registrations for 1997 as we did not distribute domain names until February

1998. Revenues from commissions earned from distributing domain name

registrations was $37,000 in 1998 and represented 3% of 1998 net revenues.

Online Products and Services. Revenues from online products and services

increased 54% from $713,000 for 1997 to $1.1 million for 1998. Online products

and services represented 100% of 1997 net revenues and 87% of 1998 net

revenues. The increase in net revenues from 1997 to 1998 was attributable to

the growth of our web-hosting service.

Advertising. We had no revenues from advertising for 1997. Revenues from

advertising were $133,000 for 1998 and represented 10% of 1998 net revenues.

The increase in net revenues from 1997 to 1998 was attributable to the launch

of our www.register.com website and our initial advertising sales efforts.

Cost of Revenues

Total cost of revenues increased 141% from $192,000 for 1997 to $461,000

for 1998.

Cost of Domain Name Registrations. We incurred no cost of domain name

registrations for 1997 because we did not begin to distribute domain names

until February 1998. As a distributor of domain names, we simply forwarded a

registration request to the appropriate registrar without paying any registry

fees. Cost of domain name registrations was $19,000 for 1998.

Cost of Online Products and Services. Cost of online products and services

increased 131% from $192,000 for 1997 to $442,000 for 1998. The increase

resulted primarily from the depreciation expense associated with the equipment

dedicated to our operations to support our web-hosting business.

Operating Expenses

Total operating expenses increased 197% from $701,000 for 1997 to $2.1

million for 1998.

Sales and Marketing. Sales and marketing expenses increased 135% from

$367,000 for 1997 to $864,000 for 1998. The increase was primarily attributable

to costs associated with additional customer service personnel, marketing

personnel and telemarketers for our web-hosting business as well as limited

advertising campaigns.

Research and Development. Research and development expenses increased 287%

from $71,000 for 1997 to $277,000 for 1998. The increase was primarily

attributable to the salaries associated with newly hired technology personnel.

General and Administrative. General and administrative expenses increased

202% from $263,000 for 1997 to $795,000 for 1998. The increase was primarily

due to salaries of newly hired executive and financial personnel to help manage

our growth.

Non-cash Compensation. We had no non-cash compensation expenses for 1997.

Non-cash compensation expenses were $150,000 for 1998, which was primarily from

our issuance of non-plan options at exercise prices below fair market value.

Other Income (Expenses), Net.

Other income (expenses), net increased from ($26,000) for 1997 to $67,000

for 1998, which was primarily from interest earned on our cash balance as a

result of our equity financings.

Net Loss

Net loss increased $1.0 million to $1.2 million in 1998 from $200,000 in

1997.

Quarterly Results of Operations

The following tables set forth selected unaudited quarterly statement of

operations data, in dollar amounts and as a percentage of net revenue, for each

of the four quarters ended December 31, 1999. In our opinion this information

has been prepared substantially on the same basis as the audited financial

statements appearing elsewhere in this prospectus, and all necessary

adjustments, consisting only of normal recurring adjustments, have been

included in the amounts stated below to present fairly the unaudited quarterly

results of operations data. The quarterly data should be read with our

financial statements and the notes to those statements appearing elsewhere in

this prospectus. The operating results for any quarter are not necessarily

indicative of results for any future period.

Three Months Ended

---------------------------------------------------------

March 31, June 30, September 30, December 31,

1999 1999 1999 1999

----------- ------------ --------------- -------------

(in thousands)

Net revenues .............................. $ 747 $ 1,521 $ 2,187 $ 5,189

Cost of revenues .......................... 92 233 1,097 1,661

-------- -------- -------- --------

Gross profit .............................. 655 1,288 1,090 3,528

-------- -------- -------- --------

Operating expenses

Sales and marketing .................... 720 998 2,898 2,534

Research and development ............... 267 357 470 673

General and administrative (exclusive of

non-cash compensation) ............... 202 199 553 1,426

Non-cash compensation .................. 586 3,945 41 357

-------- -------- -------- --------

Total operating expenses .................. 1,775 5,499 3,962 4,990

-------- -------- -------- --------

Loss from operations ...................... (1,120) (4,211) (2,872) (1,462)

Other income (expenses), net .............. 13 71 336 468

-------- -------- -------- --------

Net loss .................................. $ (1,107) $ (4,140) $ (2,536) $ (994)

======== ======== ======== ========

Three Months Ended

-------------------------------------------------------

March 31, June 30, September 30, December 31,

1999 1999 1999 1999

----------- ---------- --------------- -------------

Net revenues .............................. 100% 100% 100% 100%

Cost of revenues .......................... 12 15 50 32

--- --- --- ---

Gross profit .............................. 88 85 50 68

--- --- --- ---

Operating expenses

Sales and marketing .................... 96 66 133 49

Research and development ............... 36 24 21 13

General and administrative (exclusive of

non-cash compensation) ............... 27 13 25 27

Non-cash compensation .................. 79 259 2 7

--- --- --- ---

Total operating expenses .................. 238 362 181 96

--- --- --- ---

Loss from operations ...................... (150) (277) (131) (28)

Other income (expenses), net .............. 2 5 15 9

---- ---- ---- ---

Net loss .................................. (148)% (272)% (116)% (19)%

==== ==== ==== ===

Our net revenues have increased significantly in absolute dollars over the

past four quarters as a result of repositioning our focus on the domain name

registration services business. We expect that net revenues will continue to

increase in the future as we continue to expand our business and the market for

domain name registrations grows.

Our operating expenses have increased significantly in absolute dollars

over the past four quarters as a result of our repositioning our focus on the

domain name registration service business. We expect operating expenses will

continue to increase in the future as we continue to expand our business.

Liquidity and Capital Resources

Since 1997, we have funded our operations and met our capital expenditure

requirements primarily through private sales of equity securities, cash

generated from operations, and borrowings. Since inception, proceeds from the

sale of our common and preferred stock through 1999 totaled approximately $28.8

million. At December 31, 1999, we had $40.9 million of cash.

Our business generated $22.4 million of cash from operations during 1999.

This cash generated from operations was primarily due to increased domain name

registrations. Net cash

used in operating activities was $693,000 and $123,000 for 1998 and 1997,

respectively. The principal use of cash for these periods was to fund our

losses from operations.

Net cash used for investing activities was $7.7 million, $267,000 and

$16,000 for 1999, 1998 and 1997, respectively. In each period, cash used for

investing activities related primarily to the purchase of property and

equipment and investments in our systems infrastructure.

We generated $24.9 million, $2.2 million and $178,000 in cash from

financing activities for 1999, 1998 and 1997, respectively. For 1999,

substantially all of these financing activities were private sales of equity

securities. For 1998, the $2.2 million represents the issuance of equity

securities offset by the repayment of indebtedness. For 1997, cash from

financing activities represents borrowed indebtedness.

Although we have no material commitments for capital expenditures or other

long-term obligations, we anticipate that we will substantially increase our

capital expenditures and lease commitments consistent with our anticipated

growth in operations, infrastructure and personnel, including the addition of

new products and services, implementation of additional co-location facilities

and various capital expenditures associated with expanding our facilities. We

currently anticipate that we will continue to experience significant growth in

our operating expenses for the foreseeable future and that our operating

expenses will be a material use of our cash resources. We intend to spend over

$25.0 million in 2000 on advertising and promotional programs and over $10.0

million on capital expenditures in 2000, and we believe that the net proceeds

from this offering, together with our existing cash and cash from operations

will be sufficient to meet our anticipated cash needs for working capital and

capital expenditures for at least the next 12 months. We currently have no

plans to conduct an additional equity offering following our initial public

offering in 2000. However, we may be required to raise additional funds in 2000

if our business plans change. In addition, after 2000, to the extent we require

additional funds to support our operations, addition of new products and

services acquisitions or investments or the expansion of our business, we may

need to sell additional equity, issue debt or convertible securities, obtain

credit facilities or obtain other sources of funding. Additional financing may

not be available when needed or, if available financing may not be on terms

favorable to us. If additional funds are raised through the issuance of equity

securities, our existing stockholders may experience significant dilution.

Additionally, if we are unsuccessful in completing our offering, we

believe that by reducing the anticipated marketing expenses, capital

expenditures and headcount, we will have sufficient cash to fund operations for

the next 12 months. By reducing these planned areas of spending, however, we

will significantly limit our ability to grow.

Recent Accounting Pronouncements

In April 1998, the American Institute of Certified Public Accountants

issued Statement of Position 98-5, "Reporting on the Costs of Start-up

Activities" ("SOP 98-5"). SOP 98-5, which is effective for fiscal years

beginning after December 15, 1998, provides guidance on the financial reporting

of start-up costs and organization costs. It requires costs of start up

activities and organization costs to be expensed as incurred. As we have

expensed these costs historically, the adoption of this standard did not have a

significant impact on our results of operations or financial position.

In June 1998, the Financial Accounting Standards Board issued Statement of

Financial Accounting Standards No. 133, "Accounting for Derivatives and Hedging

Activities" ("SFAS 133"), which establishes accounting and reporting standards

for derivative instruments, including certain derivative instruments embedded

in other contracts, (collectively referred to as derivatives) and for hedging

activities. SFAS No. 133 is effective for all fiscal quarters of fiscal years

beginning after June 15, 1999. We do not expect the adoption of this statement

to have a significant impact on our results of operations or financial

position.

In December 1999, the staff of the Securities and Exchange Commission

released Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition."

SAB 101 provides guidance on the recognition, presentation and disclosure of

revenue in financial statements. The additional guidance provided by SAB 101

had no effect on our financial statements.

BUSINESS

Overview

We are a provider of Internet domain name registration services worldwide.

Domain names serve as part of the infrastructure for Internet communications

and registering a domain name is one of the first steps for individuals and

businesses seeking to establish an online identity. We believe that we offer a

quick and user-friendly registration process and responsive and reliable

customer support. We also offer a suite of value-added products and services

targeted to assist our customers in developing and maintaining their online

identities, including:

Products and Services Products and Services

Provided by Us Provided by Others

o domain name forwarding o email

o real-time domain name management, o web hosting

o website-creation tools

Our goal is to become a one-stop resource through which our customers

establish, maintain and enhance their presence on the Internet.

We offer our products and services directly through our www.register.com

website and through our Corporate Services department, and indirectly through

our network of co-brand and private label websites, which include ISPs,

web-hosting companies and other companies whose websites may appeal to our

target customers. These distribution channels enable us to reach a broad range

of potential customers with products and services targeted to their needs and

to increase our exposure across the market. We seek to enter into business

alliances, which are important sources for new customer opportunities, brand

building, revenue growth and increased product and service offerings. We derive

our revenues from domain name registration fees, online products and services

and advertising. Our net revenues for the three months ended December 31, 1999,

were approximately $5.2 million, representing a 137% increase over the three

months ended September 30, 1999.

We have been an active participant in the domain name registration

industry since February 1998. In June 1999, we became the first competitive

registrar to register domain names in the .com, .net and .org domains directly

on behalf of customers. For the three months ended December 31, 1999, we

registered approximately 308,000 new domain names in the .com, .net and .org

domains, representing an increase of 94% from the approximately, 159,000 domain

names we registered in the same domains for the three months ended September

30, 1999. During December 1999, we registered approximately 144,000 domain

names in the .com, .net and .org domains, representing a 252% increase over the

approximately 41,000 domain names we registered during July 1999, our first

full calendar month of operating as a registrar for these domains. We estimate,

based on our internal calculations, that growth in global domain name

registrations in all top level domains will accelerate over the next few years

from approximately 11 million domain names registered through September 30,

1999, to approximately 140 million domain names registered through the end of

2003.

Industry Background and Market Opportunity

The Internet and Electronic Commerce

The Internet has emerged as a significant global communications medium,

enabling businesses and individuals to conduct business and communicate

electronically. According to International Data Corporation, a technology and

Internet research consulting company commonly known as IDC, the number of

Internet users worldwide will grow from an

estimated 142.2 million in 1998 to approximately 502.4 million by the end of

2003. IDC also expects the number of web pages to grow from 0.9 billion in 1998

to 13.1 billion by 2003. We believe that any growth in the number of Internet

users and web pages will result in a corresponding growth in the demand for

domain name registration services. In addition, IDC estimates that worldwide

electronic commerce will grow from $50.0 billion in 1998 to $1.3 trillion in

2003. We believe that this rapid growth of electronic commerce will contribute

to the growth in demand for domain name registration services as businesses

around the world establish an Internet presence in order to remain competitive.

There is also a growing demand for products and services that enable

individuals and companies to establish and maintain their Internet presence.

IDC forecasts that the market for Internet and electronic commerce services

worldwide will grow from $7.4 billion in 1998 to $43.7 billion in 2002.

Businesses and individuals in the early stages of establishing their Internet

identities are seeking products and services such as website creation and

development tools, interactive capabilities, electronic commerce capabilities,

web hosting, website content and infrastructure. We believe that many of the

businesses and individuals registering domain names would appreciate the

convenience of being able to purchase these products and services through a

single source.

The Internet is evolving into an important medium for advertisers due to

its interactive nature, global reach, rapidly growing audience and the

significant increase in electronic commerce. IDC estimates that spending on

Internet advertising will grow from $3.4 billion in 1999 to approximately $10.8

billion in 2003.

Domain Name Registration System

The domain name system is organized according to industry custom by

levels, so that, for example, in the domain name mybrand.com, .com is the top

level domain and mybrand is the second level domain. Top level domains are

classified as either generic or country code. The most common generic top level

domains are .com, .net and .org.

There are over 250 different country code top level domains, such as

.co.uk and org.uk for the United Kingdom and .md for Moldova representing over

190 countries. Each registry for country code domain names is responsible for

maintaining and operating its own database of registered domain names. Some

country code domains are unrestricted and allow anyone, from anywhere, to

countries follow this unrestricted practice. Others require that prospective

registrants have a local presence in the country to be able to register for

domain names in that country. While there have been movements directed at

creating uniform domain name registration rules and registrar administration

guidelines, to date there is no international uniformity.

From January 1993 until April 1999, Network Solutions was the sole entity

authorized by the U.S. government to act as registrar and registry for domain

names in the .com, .net and .org top level domains. Network Solutions continues

to act as sole registry, maintaining the files in the Shared Registration

System for the .com, .net and .org domains and the directory databases listing

these domain names and their numerical addresses.

In October 1998, the Department of Commerce called for the formation of a

non-profit corporation to oversee the management of the .com, .net and .org

domains and in November 1998, ICANN was recognized as this non-profit

corporation. In April 1999, as a preliminary step to introducing competition

into the domain name registration system for .com, .net and .org domains, ICANN

selected five registrars to participate in a testbed to evaluate whether the

Shared Registration System could accommodate multiple registrars. On June 2,

1999, we were the first of these five competitive registrars to launch our

registration services. On November 30, 1999, the testbed was completed, and all

registrars meeting ICANN's standards for accreditation were permitted to

2000, there were 91 ICANN-accredited registrars, including Network Solutions.

Of these, only 27 are connected to the Shared Registration System, and the

remaining accredited registrars are still in the development phase with respect

to offering registration services. An additional 18 companies have qualified

for accreditation but have yet to sign the agreements required by ICANN and

Network Solutions.

For a detailed discussion of the regulatory background of the domain name

registration system, see "Administration of the Internet; Government Regulation

and Legal Uncertainties."

Domain Name Registration Market

As a result of the growth of the Internet and the introduction of

competition in the domain name registration industry, we believe there is great

potential for growth in the market for domain name registrations. We estimate,

based on our internal calculations, that growth in global domain name

registrations in all top level domains will accelerate over the next few years

from approximately 11 million domain names registered through September 30,

1999 to approximately 140 million domain names through the end of 2003.

Although there has been a market for domain name registrations for over

six years, a substantial percentage of the growth in domain name registrations

has occurred more recently. The following industry statistics related to domain

name registrations are based on information contained in press releases issued

by Network Solutions. Approximately 90% of all domain names in the generic top

level domains were registered in the 18 months ended December 31, 1999 and over

80% were registered in the 12 months ended December 31, 1999. During the 12

months ended December 31, 1999, a total of approximately 7.4 million new domain

names in the .com, .net and .org domains were registered, an increase of 290%

over approximately 1.9 million new domain names registered in all of 1998. We

believe that the market for domain name registrations will continue to grow and

that this growth will be driven primarily by:

Individuals. As more people begin to use the Internet and as online

activities become a greater part of family communications and identities, they

will want to establish their own unique presence on the Internet.

Corporations. As a result of the significant growth in electronic

commerce, as well as the increasing focus on the global promotion and

protection of their corporate identities, corporations will continue to be

significant users of domain name registration services.

Small offices and home offices. As small offices and home offices

increasingly move their businesses online, demand for domain name registration

and related online products and services will increase.

Further, we believe that businesses will use domain names for a number of

distinct purposes, including:

Products and services. Registering products and services as domain names

and establishing web identities related to particular products and services,

which are key components of a global promotional, marketing and brand

protection strategy.

One-time events. One-time events, such as sporting events and elections,

which represent additional domain name registration opportunities as sponsors

increasingly turn to the Internet to differentiate and promote their events.

The Register.com Solution

We offer products and services that assist individuals and businesses in

establishing, maintaining and enhancing their Internet presence. We believe

that our industry experience and our emphasis on, and ability to respond to,

the needs of our customers have positioned us to capitalize on the growing

market for domain name registration and related products and services. Our

competitive advantages include:

Substantial Industry Experience. We have been active in the domain name

registration industry since February 1998, when we began offering domain names

to customers throughout the world. We were one of five registrars selected by

ICANN to participate in the testbed process and, in June 1999, were the first

of these registrars to register domain names in the .com, .net and .org domains

directly on behalf of customers. Our experience in providing a consumer

interface for registrations prior to June 1999, our participation in the

testbed and our involvement with the development of ICANN's policies contribute

to our substantial operational experience in, and knowledge of, the domain name

registration industry.

Customer Service Focus. Our customer support group seeks to provide

dependable and timely resolution of customer inquiries, 24 hours per day, seven

days per week. We manage and respond to customer inquiries through our

internally developed Internet-based customer care tracking system. We have

teams of customer service representatives who specialize in key aspects of our

business, and who are informed about our products, services and technology

through our ongoing training.

Value-Added Products and Services. We have assembled a suite of targeted

products and services to assist our customers with their online identities. In

addition to our quick and easy-to-use domain name registration services, we

offer a range of value-added products and services that we provide or that are

provided by third parties, including advertisers. These products and services

include real-time domain management, web hosting, comprehensive email services,

domain name forwarding, trademark protection services, multi-year registration

and one-step registration for current users. We also offer services to

participants in our network of co-brand and private label websites to enable

them to manage their customers' domain names.

Broad and Efficient Distribution Channels. We believe that our direct and

indirect distribution channels enable us to reach a broad range of potential

customers with products and services targeted to their needs and to increase

our exposure across the market. We sell our services directly through our www.

offer domain name registration services indirectly through our network of

co-brand and private label websites. This network currently consists of over

290 participants. We serve as the exclusive registrar for a substantial

majority of these participants.

Scalable, Reliable and Secure Technological Platform. We designed and

developed our technological infrastructure with a view toward ensuring the

scalability, reliability and security essential to support the growth expected

in the domain name registration industry. Our selection by ICANN as a testbed

registrar was based in part on our technological plans.

The Register.com Strategy

Our objectives are to continue to increase our share of domain name

registrations, to differentiate our service and to develop a long-term

relationship with our customers by helping them to establish, maintain and

enhance their online presence. Our key strategies for achieving these

objectives include:

Introducing New Products and Services. We will continue to introduce new

products and services in order to empower our customers as they develop their

online presence. We anticipate that we will introduce the following new

products and services this year:

o a billing consolidation for registrants with multiple domain names

o account masking, to allow the domain name registrant to remain anonymous

o a service designed to monitor usage of our customer's trademarks on the

Internet

As part of this strategy, we will continue to enter into new business

alliances, develop new applications and website features and invest in our

technologies. We believe that these enhancements will increase traffic to our

website and strengthen customer loyalty, as well as position us as a preferred

registrar for ISPs, web-hosting companies and other companies whose websites

may appeal to our target customers.

Enhancing Brand Awareness. We will continue to build our brand awareness

and reputation in order to drive additional traffic to our website and attract

new strategic alliances, acquisition candidates, advertisers and talented

employees. We are promoting our brand through a marketing campaign, including

print and radio advertisements, increasing our distribution channels and adding

and improving our products and services. We also promote our brand through

speaking engagements, interviews and industry conferences.

Extending Distribution Channels. We will continue to extend our

distribution channels in order to further broaden our potential customer base.

We are focusing on expanding the participants in our co-brand and private label

network and, in particular, to include companies that have significant

subscriber or user bases.

Expanding Corporate Services Department. We will expand our Corporate

Services department by offering new products and services and by increasing our

targeted marketing to our potential customers. Our dedicated Corporate Services

account managers focus on servicing large corporate customers with offerings

such as multiple domain name registrations, multiple registration and registrar

transfers and international brand protection. We expect to expand our current

products and services to offer international trademark infringement

notification and account consolidation and billing.

Pursuing Acquisitions and Investments. We intend to selectively pursue

acquisitions of, and investments in, companies, including other domain name

registrars and developers of web-based applications and services. We will

target companies that offer complementary products, services and technologies

that can expand our business. For example, we recently made an investment for

approximately 10% of the equity of GreatDomains.com, Inc. GreatDomains provides

a secondary market for companies and individuals to buy and sell domain names,

as well as brokerage and escrow services for these names.

Offering Names in Additional Top Level Domains. We intend to continue to

offer our customers the ability to register domains in additional country codes

to meet their global needs. We also intend to register names in new generic top

level domains, such as .web, .firm and .store, if and when such domains become

available and we are authorized to do so by ICANN.

Expanding Internationally. We are expanding our relationships with foreign

ISPs and other foreign companies in order to offer our products and services to

the growing international Internet market. We also intend to pursue alliances

to create local language websites to provide domain name registration and

value-added products and services to non-English speaking people.

Products and Services

Registration Services. Our core expertise is providing domain name

registration services. We register domain names in the .com, .net and .org

domains and are able to register domain names in over 140 country code domains,

of which 26 may currently be registered through our www.register.com website.

As of January 15, 2000 we have supplemented our registration period offerings

to include one-, five- and ten-year registration periods for both the initial

and renewal domain name registration in the .com, .net and .org domains. For

our .com, .net and .org domain names, we currently charge $35 for a one-year

registration, $70 for

a two-year registration, $159 for a five-year registration and $299 for a

ten-year registration. For our country code domain names, we currently charge

approximately $40 to $299 for one- or two-year registrations. We intend to

charge the same rates for renewals as we do for corresponding initial

registration periods. We provide the following basic products and services, for

no additional fee, together with our registration services:

o FirstStepSite. Since February 9, 2000, we have provided new and existing

customers who have registered domain names through us the ability to

create a three-page website and post it on the Internet. Customers can

select from a multitude of layouts, themes and colors and also upload

images to customize their FirstStepSites.

o FutureSite. For customers who do not take advantage of FirstStepSite, we

provide a presence on the Internet immediately following registration

until they launch their own website. Entering a customer's new domain name

will bring up a webpage stating: "Coming Soon! We recently registered our

domain name at register.com."

o Domain Manager. This quick and easy-to-use service enables our customers

to view and modify important domain name information online, on a

real-time basis, including

their email address, the location of the server that hosts their website

and all billing information.

o One-Step Registration. We provide our existing users the ability to

using Domain Manager.

Corporate Services. Through our Corporate Services department, we offer:

o Multiple Domain Registrations. We register large numbers of domain names,

typically greater than 30 per customer.

o International Brand Protection. We are able to register domain names in

over 140 country code domains, thereby assisting customers in protecting

their brands.

o Multiple Registration and Registrar Transfers. We facilitate the

processing of domain name transfers between registrants. If we were not

originally the registrar for a customer's domain names, we will facilitate

our designation as the registrar for those domain names.

Online Products and Services. We offer value-added products and services,

some of which we provide and some of which are provided by third parties

including advertisers. These products and services include:

o Email. We resell comprehensive email services to our customers. These

email services enable our customers to use their unique domain names to

create branded email addresses, such as myname@mybrand.com.

o SiteLink URL Forwarding. We have developed a domain name forwarding

system that allows customers to forward traffic from their domain names to

other web addresses.

o Web Hosting. We offer web hosting to our customers primarily through

Concentric Network Corporation and advertisers.

In addition, we pursue advertisers for our website to offer additional products

and services that are complementary to our own offerings and appeal to our

customers. These include:

o trademark services;

o incorporation services;

o web hosting;

o online marketing;

o computer hardware and equipment; and

o virtual intranet applications for the small office and home office

market.

Customer Service

We believe that our ability to establish and maintain long-term

relationships with our customers depends, in part, on the strength of our

customer support operations and staff. Furthermore, we value frequent

communication with and feedback from our customers in order to continually

improve the quality of care provided by our customer service representatives.

Our customer service representatives handle general inquiries, investigate the

status of orders and payments and answer technical questions about the Internet

and domain name management.

Our technology team developed our Internet-based customer service inquiry

tracking system, which we use to respond to substantially all customer service

inquiries. This system enables our customer service representatives to access

customer account information efficiently, including all past requests and our

responses. Additionally, based on information provided by our customers at the

time of their inquiry, our system automatically routes the inquiry to the

appropriate team of customer service representatives. This system also allows

our management to monitor the efficiency and effectiveness of our

representatives. We solicit feedback from our customers by emailing

quality-of-service surveys to them after we have resolved their inquiries. We

analyze the survey results on a quantitative and qualitative basis. These

responses provide us with real-time feedback on the quality of our customer

service.

Distribution

We believe that our direct and indirect distribution channels enable us to

reach a broad range of potential customers with products and services targeted

to their needs and to increase our exposure across the market. We believe that

we provide our customers quick, easy-to-use, value-added and flexible solutions

across both of our distribution channels. In 1999, our direct distribution

channels accounted for approximately 90% of our revenue and our indirect

distribution channels accounted for approximately 10% of our revenue.

Direct. We provide our products and services directly to our customers

through our www.register.com website. We also offer services to corporate

customers through our Corporate Services department.

o Website. Through our www.register.com website, customers may register a

domain name in six quick, easy-to-follow steps and access the value-added

products and services we offer to establish, maintain and enhance their

Internet presence. Through our affiliate program, we pay a commission for

customer referrals that result in domain name registrations to encourage

others to provide links to our website.

o Corporate Services. We launched this service to meet the needs of our

corporate customers. Many companies currently rely on internal brand

managers and attorneys to register domain names related to their

trademarks and brand names. We believe that we can provide these services

more efficiently through our dedicated team of account managers.

Indirect. We offer our products and services indirectly through our

network of co-brand and private label websites, which include ISPs, web-hosting

companies and other companies whose websites may appeal to our target

customers. In addition, we provide ISP Manager, a real-time domain management

tool that allows these companies to control aspects of the domain name for

their customers directly and to monitor their customers' domain name

registration activity. We currently have over 290 participants in our network

of co-brand and private label websites of which approximately 11 are private

label and the remaining are co-brand participants. Because our first private

label websites went live only recently, through December 31, 1999, over 95% of

our revenues derived from our indirect network have come from co-brand

participants.

o Co-brand. We provide our network participants with the opportunity to

earn incremental revenue with minimal cost or effort on their part by

providing them a co-branded website through which they can offer our

services. In less than one day, we can construct and deliver a customized,

co-branded website that offers the same quick, easy-to-use, six-step

registration process available on our website. Typically, a co-branded

website is accessed through the participant's home page and provides one

or more links back to its website to facilitate the sale of additional

products and services. Our "register.com" logo usually appears side by

side with our co-brand participant's logo, providing us with additional

brand visibility. We also typically manage all of the domain name support

services, including notification, billing, collections and customer

service. Co-brand participants typically enter into one-to-three year

contracts with renewal options and receive commissions depending upon the

volume of registrations and the nature of the relationship. A substantial

majority of these contracts provide for us to act as exclusive domain name

registrar for the co-brand participant.

o Private Label. We offer companies that we expect will provide a large

volume of registrations the opportunity to interface directly with our

domain name registration system through which they can offer our services.

This distribution channel allows an end-user to register a domain name and

purchase other products and services on a webpage that maintains the look

and feel of the website of our private label participant. Private label

websites may also include the language "powered by register.com." We also

offer our private label participants a range of billing, notification and

customer support options.

International. Our direct and indirect distribution channels are

accessible through Internet access worldwide. We currently offer our customers

the ability to register domain names in over 140 country code domains and have

over ten co-brand network participants with principal places of business

outside the United States.

Marketing

Our marketing efforts focus on attracting customers by emphasizing our

simplified registration process and customer service. We use a combination of

Internet, print and radio advertisements. We believe this combination of online

and offline advertising is particularly effective in targeting individuals and

small- to medium-sized businesses.

From September through December 1999, we sponsored two telephone surveys

of males aged 25-49 to measure brand awareness in the domain name registration

services industry. The surveys were conducted by Data Development Corporation,

a marketing research firm specializing in customized research. The results of

the surveys indicated that, while there is no dominant brand in the domain

registration industry, through aided and unaided prompting approximately 20% of

people surveyed recognized our brand prior to our launching any significant

advertising campaign.

Business Alliances

We seek to enter into business alliances to expand our business. These

alliances are important sources for new customer opportunities, brand building,

revenue growth and increasing our product and service offerings.

Advertising Sales

We believe that our growing user base provides advertisers and merchants

with an attractive platform from which to reach their target audience. During

the three-month period ended December 31, 1999, our advertising revenues

increased by 131% over the prior

three-month period ended September 30, 1999. Because we attract visitors to our

website with the products and services we offer, as compared to other sites

that attract visitors with their content, we believe these visitors are more

likely to purchase goods or services through our website. In addition, we sell

advertising space on FutureSite pages.

Technology

Our technology infrastructure is built and maintained for reliability,

scalability, flexibility and security and is administered by our skilled

technical staff.

Facilities. Our online systems are located at Exodus Communications'

hosting facility in Jersey City, New Jersey and Globix Corporation's hosting

facility in New York, New York. We are currently adding network capacity to our

systems located at the Globix facility to make our systems geographically

redundant. We believe each facility has ample power redundancy, fire

suppression, peering to other ISPs, bandwidth and backbone redundancy to

support the current and anticipated growth of our business.

Reliability. Our technology platform uses technologies to maximize

reliability. All hardware components are redundant through highly available

systems. We provide software and data reliability through a variety of

processes and quality-assurance procedures. Our standard procedures include

daily database backups, offsite storage of critical information and incremental

backups of ongoing database modifications. Additional reliability is provided

by our fault-tolerant and redundant platform architecture, which utilizes

clustering technology that is designed to ensure uninterrupted service.

Scalability and Flexibility. We designed our systems to handle a large

volume of domain name registrations, general website traffic and domain name

server queries in an efficient, scalable and fault-tolerant manner. Our

application servers are clustered and use a shared file system which allows us

to add additional capacity. Our system is designed to scale easily and to

support rapid growth without the need to redesign the network.

Security. Our technology incorporates a variety of security techniques to

protect domain name registration data, including limiting access to users that

are authenticated through a Virtual Private Network (VPN) and encrypting user

passwords at the time of account creation. We have initiated processes to

maintain internal server passwords as well as to ensure limited accessibility

to critical components on the network. Our network is protected by a suite of

industry-leading hardware/software security solutions.

Ongoing Improvements. We are in the process of implementing new load

balancing and security protocols to help protect our network and further

improve scalability. We expect to add network operation centers in other

locations, which will help add redundancy and intelligent load balancing to our

systems. We believe that introducing geographic redundancy will enable us to

maintain systems that are less susceptible to regional Internet outages.

Technology Staff. Our technology team is skilled in developing scalable,

reliable and critical applications and solutions. Many of our technologies,

including our web-based customer care tracking system, were developed in-house.

Our team of engineers monitors our systems 24 hours per day, seven days per

week.

In 1997, 1998 and 1999, we spent $71,000, $277,000 and $1.8 million,

respectively, on our research and development activities.

Historical Operations

We are the successor by merger to Forman Interactive Corp. Forman

Interactive commenced operations in 1994 as a developer of electronic commerce

software and began offering web hosting and related products and services in

1997. Forman Interactive's principal software product was Internet Creator, a

website management software program. We have not

sold Internet Creator since October 1998 and ceased distributing it to our

web-hosting customers at no cost in spring 1999. We continue to operate our

web-hosting service. However, since its development is not part of our business

strategy, we are not actively promoting this service. In February 1998, we

began to distribute domain names, in most cases without charge and in a few

cases on commission basis when we distributed domain names for international

registrars and registries. In April 1999, we commenced offering registration

services for country code domains and in June 1999, we began offering

registrations in the .com, .net and .org domains.

Administration of the Internet; Government Regulation and Legal Uncertainties

The Internet domain name registration system is composed of two principal

functions: registry and registrar. The registry maintains the database that

contains the domain names registered in the top level domains and their

corresponding Internet protocol addresses. The registrar acts as an

intermediary between the registry and individuals and businesses, referred to

as registrants, seeking to register domain names.

Under a 1993 cooperative agreement with the U.S. Department of Commerce,

Network Solutions was authorized to act as the sole registry and sole registrar

for domain names in the .com, .net and .org, top level domains. On July 1,

1997, President Clinton approved and released a report entitled A Framework for

Global Electronic Commerce, in which he authorized the creation of an

inter-agency working group under the leadership of the Department of Commerce

to study domain name system registration and administration issues,

specifically the issue of privatizing the management of the domain name system.

In October 1998, in response to this report, the Department of Commerce amended

the Network Solutions cooperative agreement to call for the formation of a

not-for-profit corporation to oversee the management of, and create policies

regarding, domain names in the .com, .net and .org top level domains. The

Department of Commerce also proposed that additional registrars be authorized

to register domain names in these domains based upon the idea that competitive

registrars would benefit consumers and businesses. ICANN was recognized as this

not-for-profit corporation by the Department of Commerce in November 1998.

ICANN's authority is based upon voluntary compliance with its consensus

policies. While these policies do not constitute law in the United States or

elsewhere, they are expected to have a significant influence on the future of

the domain name registration system.

In April 1999, ICANN selected five testbed companies to act as registrars

to register domain names in the .com, .net and .org domains and compete with

Network Solutions. These five entities were Register.com, America Online, Inc.,

France Telecom, Melbourne IT and CORE, which is a worldwide consortium of

registrars. Each registrar was required to execute a one-year accreditation

agreement with ICANN. Register.com was the first of the testbed companies to

begin directly registering domain names. The testbed registrars were the first

registrars provided with access to the Shared Registration System, which

allowed them to interface directly with Network Solutions' registry. The

testbed period ended on November 30, 1999. As of February 26, 2000, 91

companies were accredited by ICANN to act as registrars.

On November 10, 1999, ICANN, Network Solutions and the Department of

Commerce executed a set of agreements that were intended to amend the 1993

cooperative agreement and make Network Solutions an ICANN-accredited registrar.

These agreements also provided for Network Solutions to act as the registry

until November 30, 2003. If Network Solutions separates its registry and

registrar operations by May 9, 2001 and sells the registry assets to a third

party, the term of the agreement for the purchaser of the registry operations

will be extended for an additional four years until November 30, 2007. These

agreements provide that:

o Network Solutions is prohibited until approximately October 2000 from

entering into exclusive agreements with any third-party partners,

including web-hosting companies and ISPs. This provision is intended to

provide us and other competitive registrars with the ability to enter into

agreements with these third parties;

o the annual fee that a registrar must pay to the registry for each domain

name registered in a generic top level domain is $6 per year during the

term of the agreement;

o the registry for the .com, .net and .org domain names will no longer

limit registrations to an initial period of two years. Since January 15,

2000, the registry has accepted domain name registrations in the .com,

.net and .org domains for periods from one to ten years; and

o the InterNIC website www.internic.net, formerly controlled by Network

Solutions, will be turned over to ICANN on May 31, 2000. This website

links to a directory of domain names in the Network Solutions registry,

and now contains information regarding the introduction of competitive

registrars and includes the names of the operational, ICANN-accredited

registrars.

On December 1, 1999, ICANN's first substantive policy, the Uniform Dispute

Resolution Policy, became effective. This dispute resolution policy was created

to address the problem of cybersquatting, or registering the trademark of

another as a domain name with the intent to wrongfully profit from the goodwill

in that name created by the trademark holder. ICANN intends to create

additional policies governing the domain name registration system, and we will

be affected by any of these policies. We played a leading role in the drafting

and implementation of the Uniform Dispute Resolution Policy, and we intend to

continue to play an active role in the development of ICANN policies.

We anticipate that new top level domains, such as .firm, .web and .store,

will eventually be authorized by ICANN for introduction into the domain name

registration system. The timing of the introduction of these new top level

domains depends on a number of factors, including reaching a consensus among

the international Internet community on what the domains will be, and what type

of registry will be established to serve as the repository for such domains. If

and when these domains become available, we intend to petition ICANN for

authorization to act as a registrar for these domains.

There have been ongoing legislative developments and judicial decisions

with respect to trademark infringement claims, unfair competition claims, and

dispute resolution policies relating to the registration of domain names. To

help protect ourselves from liability in the face of these ongoing legal

developments, we have taken the following precautions:

o in our standard registration agreement, we require that each registrant

indemnify, defend and hold us harmless for any dispute arising from the

registration or use of a domain name registered in that person's name; and

o on December 1, 1999, we implemented the Uniform Domain Name Dispute

Resolution Policy as approved by ICANN.

Despite these precautions, we cannot assure you that our indemnity and dispute

resolution policies will be sufficient to protect us against claims asserted by

various third parties, including claims of trademark infringement and unfair

competition.

New laws or regulations regarding domain names and domain name registrars

may be adopted at any time. Our responses to uncertainty in the industry or new

regulations could increase our costs or prevent us from delivering our services

over the Internet, which could delay growth in demand for our services and

limit the growth of our revenues. New and existing laws may cover issues such

as:

o pricing controls;

o the creation of additional generic top level domains and country code

domains;

o consumer protection;

o cross-border domain name registration;

o trademark, copyright and patent infringement;

o domain name dispute resolution; and

o other claims based on the nature of content of domain names and domain

name registration.

In November 1999, the Anticybersquatting Consumer Protection Act was

enacted by the United States government. This law seeks to curtail a practice

commonly known in the domain name registration industry as "cybersquatting." A

cybersquatter is generally defined in the Act as one who registers a domain

name that is identical or similar to another party's trademark, or the name of

another living person, in each case with the bad faith intent to profit from

use of the domain name. The law states that registrars may not be held liable

for registration or maintenance of a domain name for another person absent a

showing of the registrar's bad faith intent to profit from the use of the

domain name. Registrars may be held liable, however, if they do not comply

promptly with procedural provisions of the law. For example, if there is a

litigation involving a domain name, the registrar is required to deposit a

certificate representing the domain name registration with the court. To date,

there is no precedent to specify under what circumstances we may suffer

liability under this law. If we are held liable under this law, any liability

could have a material adverse effect on our business financial condition and

results of operations.

Competition

We believe that our industry experience, product and service offerings,

customer service focus, quick and easy to use registration process and broad

and efficient distribution policies enable us to compete favorably in providing

domain name registration services and ancillary products and services and in

attracting advertisers. However, our competitors may have greater name

recognition, longer operational histories and greater financial, technical and

managerial resources and may undertake extensive marketing campaigns for their

brands and services, adopt aggressive pricing policies and make more attractive

offers to potential distribution partners, advertisers and customers.

Competition in the Domain Name Registration Industry. As of February 26,

2000, Network Solutions and 27 other registrars, not including us, were

registering domain names in the .com, .net and .org domains. An additional 62

registrars have been accredited by ICANN but are not yet registering domain

names, and 18 registrars have qualified to register domain names in these

domains but have not yet signed the agreements required for registering domain

names in these domains. Our principal competitor in the market for domain name

registration services is Network Solutions. The barriers for other competitors

seeking to enter the market as domain name registrars include developing the

requisite technological infrastructure and meeting ICANN's accreditation

requirements. In addition to other registrars, we face competition from

companies who align themselves with accredited registrars to offer domain name

registration services, including ISPs, web-hosting companies,

telecommunications firms and Internet professional service firms.

Competition with respect to our online products and services. A key

component of our business strategy is to offer value-added products and

services that encourage customers to use our website for the development and

maintenance of their online presence. The markets for our products and services

are highly competitive. Other registrars may develop or enter into strategic

relationships to offer products and services similar to those that we now

provide,

including our email, domain-forwarding and website-hosting features. In

addition to competing with other registrars, we also compete with many other

providers of these products and services, including application service

providers and Internet professional services firms.

Competition for Advertisers. We compete for Internet advertising and

sponsorship revenues with other domain name registrars, content-based websites,

ISPs, Internet content providers, large web-based publishers, Internet search

engines and portal companies and various other companies that facilitate

Internet advertising. We also compete with traditional offline media for a

share of advertisers' total advertising budgets.

Intellectual Property and Proprietary Rights

We believe that we are well positioned in the domain name registration and

shared Internet web-hosting markets in part due to our highly recognized brand,

intellectual property as critical to our success. We rely on trademark and

agreements with our employees, customers, partners and others to protect our

intellectual property rights. Despite our precautions, third parties could

obtain and use our intellectual property without authorization. Furthermore,

the validity, enforceability and scope of protection of intellectual property

in Internet-related industries is uncertain and still evolving. The laws of

some foreign countries do not protect intellectual property to the same extent

as do the laws of the United States. Our trademark registration applications

are pending for "The First Step on the Web" and "SiteAmerica." All other

trademarks and service marks used in this prospectus are the property of their

respective owners.

We have received initial rejections from the U.S. Patent and Trademark

Office on our trademark applications for "register" and "register.com" based on

descriptiveness. In due course we will be preparing a response arguing that

these brands have become widely known through extensive use in commerce and are

valid trademarks. While we will be taking all reasonable measures to secure

trademark registrations for the "register" and "register.com" marks, we cannot

assure you that we will be able to obtain these registrations.

Effective trademark, service mark, copyright and trade secret protection

may not be available in every country in which our services are or will be made

available. We also expect to license proprietary rights such as trademarks or

copyrighted material to strategic partners in the course of planned national

and international expansion. While we will attempt to ensure in our agreements

that licensees will maintain the quality of our service, we cannot assure you

that they will not take actions that might diminish the value of our

proprietary rights or reputation and that could thereby materially harm our

business.

We also rely on certain technologies that we license from other parties.

For instance, Network Solutions has licensed us the right to use key software

products and database technology. We cannot assure you that these third-party

technology licenses will not infringe on the proprietary rights of others or

will continue to be available to us on commercially reasonable terms, if at

all. The loss of such technology could require us to obtain substitute

technology of lower quality or performance standards or at greater cost, which

could materially harm our business.

To date, we have not been notified that our technologies infringe the

proprietary rights of any third parties. There can be no assurance that others

will not claim that we have infringed their proprietary rights with respect to

past, current or future technologies. We expect that the number of infringement

claims in our market will increase as the number of services and competitors in

our industry grows. Any of those claims, whether meritorious or not, could be

time consuming, result in costly litigation, or require us to enter into

royalty or licensing agreements. Royalty or licensing agreements might not be

available on terms we find acceptable or at all. As a result, any such claim

could materially harm our business.

Employees

As of February 28, 2000, we had approximately 150 full-time employees.

None of our employees are represented by a labor union or are subject to

collective-bargaining agreements. We believe that we maintain good

relationships with our employees.

Facilities

We currently lease approximately 20,000 square feet of space in one

location in New York, New York under a ten-year contract that expires in 2009.

We also sublease 2,700 square feet in our current location on a month-to-month

basis. We believe that our current space will meet our needs for approximately

one year.

Legal Proceedings

We are not party to any material legal proceedings and are not aware of

any pending or threatened litigation that would materially and adversely affect

our business.

MANAGEMENT

Our executive officers and directors

The following table sets forth our executive officers and directors, their

ages and the positions they hold:

Name Age Position

--------------------------------- ----- ---------------------------------------

Richard D. Forman (1) ........... 35 President, Chief Executive Officer

and Chairman of the Board of Directors

Alan G. Breitman ................ 30 Vice President of Finance and

Accounting; Treasurer

Robert D. Gardos ................ 27 Vice President of Technology

Sascha A. Mornell ............... 31 Vice President of Marketing

Jack S. Levy .................... 30 General Counsel and Secretary

Lauren M. Gaviser ............... 29 Director of Strategic Initiatives

Gerhard Karba ................... 43 Director of Development

Niles H. Cohen (1)(2) ........... 39 Director

Peter A. Forman ................. 38 Director

Mark S. Hoffman (1)(2) .......... 38 Director

Samantha McCuen (2) ............. 31 Director

Reginald Van Lee ................ 41 Director

-------------

(1) Member of compensation committee.

(2) Member of audit committee.

Richard D. Forman has been our Chief Executive Officer since March 1996

and our President since March 1998. He has served as one of our Directors since

our inception and as Chairman of the Board since May 1999. Since 1994, Mr.

Forman has also been the President of Lease On Line, Inc., a real estate

brokerage and management firm. In addition, Mr. Forman has managed real estate

in the New York City area since August 1992. Mr. Forman was formerly a

consultant with Booz Allen & Hamilton, Inc. in its New York City and Sydney,

Australia offices. Mr. Forman is the brother of Peter A. Forman, one of our

directors and co-founders. In 1987, Mr. Forman graduated from the University of

Pennsylvania's Management and Technology Program, and received his B.S. in

Economics from the Wharton School of Business and B.S. in Electrical

Engineering from the Moore School of Electrical Engineering. In 1992, Mr.

Forman received his M.S. in Real Estate from New York University.

Alan G. Breitman has served as our Vice President of Finance and

Accounting since November 1998 and was appointed our Treasurer in December

1998. From December 1998 until October 1999, Mr. Breitman served as our

Secretary. From September 1998 through October 1998, Mr. Breitman served as the

Chief Financial Officer of Metro Lights Advertising, a domestic outdoor

advertising company. From August 1997 through August 1998, Mr. Breitman was the

Manager of Financial Planning and Analysis at Allaire Corporation, a developer

of Internet development tools. From May 1997 to July 1997, Mr. Breitman was the

Manager of Financial Planning and Analysis for Datamedic, a developer of

integrated point of care computerized patient record and practice management

solutions. From May 1996 to May 1997, Mr. Breitman worked as both the

accounting manager and financial analyst for Visibility, Inc., a developer of

manufacturing accounting systems. From 1995 to 1996, Mr. Breitman was the

Manager of Internal Financial Reporting for Xtra Corp. From 1992 to 1995, Mr.

Breitman was an auditor at Coopers & Lybrand, where he worked primarily with

high technology and financial services companies. Mr. Breitman received his

B.S. in Business from Skidmore College in 1992.

Robert D. Gardos has served as our Vice President of Technology since June

1999. From June 1998 until June 1999, Mr. Gardos served as our Director of

Information Systems.

From May 1997 to May 1998, Mr. Gardos was the Chief Financial Officer for

Touchlink, a privately held company that he co-founded to provide public

Internet kiosks. From December 1994 to April 1997, Mr. Gardos was a Senior

Consultant for Ernst & Young where he managed system selection and

implementation projects. From January 1994 to December 1994, Mr. Gardos was an

analyst for UMS Management group, a firm specializing in utility consulting.

Mr. Gardos received his B.S. in Economics from the Wharton School of Business,

with a concentration in Finance in 1993.

Sascha A. Mornell has served as our Vice President of Marketing since June

1999. From May 1998 until June 1999, Mr. Mornell served as our Director of

Online Products and Marketing. From August 1997 to March 1998, Mr. Mornell was

Manager of International Business Development and Marketing at the National

Basketball Association in New York. From August 1992 to December 1995, Mr.

Mornell was the New Product Development Manager for Dreyer's Brand Ice Cream in

Tokyo, Japan. Mr. Mornell received his B.A. in History from the University of

California at Berkeley in 1990 and received his M.B.A. from Harvard Business

School in 1997.

Jack S. Levy has served as our General Counsel and Secretary since October

1999. From September 1996 until October 1999, Mr. Levy was an associate in the

corporate department of Willkie Farr & Gallagher. Mr. Levy received his B.A. in

Government from Harvard College in 1992 and his J.D. from Columbia Law School

in 1996.

Lauren M. Gaviser has served as our Director of Strategic Initiatives

since April 1999. From August 1996 until April 1999, Ms. Gaviser was a senior

associate at Booz Allen & Hamilton, Inc., in its Communications, Media and

Technology Practice in New York and from December 1992 until May 1994 was in

the Sales and Marketing division of Alcatel Bell Telephone in Antwerp, Belgium.

Ms. Gaviser received her B.A. in Spanish and Comparative Area Studies from Duke

University in 1992 and received her M.B.A. from Columbia University in 1996.

Gerhard Karba has served as our Director of Development since October

1999. From November 1998 until September 1999, Mr. Karba was Executive Vice

President of Mik & Associates Inc., a custom software and systems integration

company. From December 1997 until October 1998, Mr. Karba was President of

Ambras Technologies, Inc., a software company that was acquired by Mik &

Associates. From 1993 to November 1997, Mr. Karba served as the President of

Paradigm Software Technologies, an enterprise software company specializing in

high-end project tracking and billing systems. Mr. Karba received his Executive

M.B.A. degree from Pace University in 1992, and his B.B.A. from Pace University

in 1986.

Niles H. Cohen has served as one of our Directors since November 1995.

Since 1994, Mr. Cohen has been the Managing Member of Capital Express, LLC, a

New Jersey-based venture capital firm that he founded. Mr. Cohen is a member of

the boards of directors of several privately held companies, including

Awards.com, Inc., 1-800 BIRTHDAY.com, Inc. and MoneyHunt Properties, Inc. Since

December 1988, Mr. Cohen has been the President of Nihco Equities, Inc., an

investment and consulting firm that he founded. Mr. Cohen received his B.S. in

Economics from the Wharton School of Business in 1982.

Peter A. Forman, our co-founder, has served as one of our Directors since

our inception in 1994. Mr. Forman served as our President from our inception in

1994 until March 1998 and as Chairman of the Board from our inception in 1994

until May 1999. Since January 1998, Mr. Forman has been a Managing Member of

Forman Capital Management, which specializes in early stage internet and

technology companies. Since February, 1999, Mr. Forman has served as President

of WellSet, a consumer and commercial products manufacturing, marketing, and

distribution company. From August 1983 until February 1999, Mr. Forman served

as the Chief Executive Officer of Ben Forman & Sons, Inc., a wholesale consumer

products manufacturer. Mr. Forman is the brother of the Company's President and

Chief Executive Officer, Richard D. Forman. Mr. Forman received his B.S. in

Economics from the Wharton School of Business in 1983.

Mark S. Hoffman has served as one of our Directors since March 1999. Since

October 1994, he has been a Member of Palisade Capital Management, LLC, the

investment manager of Palisade Private Partnership, L.P. Mr. Hoffman is a

director of several privately held companies, including C3i, Inc., Show

Digital, Inc., Berdy Medical Systems, Inc. and comstar.net, inc. Mr. Hoffman

received his B.S. in Economics from the Wharton School of Business in 1983.

Samantha McCuen has served as one of our Directors since June 1999. She is

a Vice President of Sandler Capital Management. Ms. McCuen joined Sandler in

January 1996 and is currently responsible for analyzing, structuring and

managing Sandler's investments in Internet and technology companies in the

public and private sectors. She has been a principal of Sandler Internet

Partners, L.P. since October 1999. From 1990 to 1996, Ms. McCuen held both

equity research and investment banking positions at Morgan Stanley Dean Witter

where she specialized in Internet and PC software companies. Ms. McCuen

received her B.A. in Economics from Lehigh University in 1990.

Reginald Van Lee has served as one of our Directors since January 2000.

Mr. Van Lee joined Booz Allen & Hamilton, Inc. in 1984 and has been a Partner

there since 1993. Mr. Van Lee, who specializes in international business

strategy and management of technology-driven companies in the global

communications, media and technology industries, is currently the Managing

Partner of Booz Allen & Hamilton's New York City office. Mr. Van Lee received

his B.S. in Civil Engineering in 1979 and his M.S. in Civil Engineering in 1980

from the Massachusetts Institute of Technology. In 1984, Mr. Van Lee received

his M.B.A. from Harvard Business School.

Each of our directors was nominated and elected in accordance with our

Stockholders Agreement, as amended, and will hold office until the next annual

meeting of our stockholders. The Stockholders Agreement will terminate upon the

consummation of this offering in accordance with its terms.

The Stockholders Agreement provides that we maintain a seven-member board

of directors and that each of the parties to the agreement vote all voting

stock in favor of the following:

o Three director nominees designated by Richard D. Forman, Peter A. Forman

and Dan B. Levine, subject to their collectively owning a specified

minimum percentage of our shares and rights to acquire our shares. Richard

D. Forman, Peter A. Forman and Reggie Van Lee serve as the directors

designated by this group.

o One director nominee designated by Capital Express, LLC, subject to its

owning a specified minimum percentage of our shares and rights to acquire

our shares. Niles H. Cohen currently serves as the director designated by

Capital Express, LLC.

o One director nominee designated by Internet Web Builders, LLC, subject to

its owning a specified minimum percentage of our shares and rights to

acquire our shares. Zachary Prensky initially served as the director

designated by Internet Web Builders, LLC. Internet Web Builders, LLC does

not have a designee currently serving on the board.

o One director nominee designated by Palisade Private Partnership, LP,

subject to its owning a specified minimum percentage of our shares and

rights to acquire our shares. Mark Hoffman currently serves as the

director designated by Palisade Private Partnership, LP. Palisade Private

Partnership, LP may also designate a representative to attend board of

directors' meetings in a non-voting observer capacity.

o One director nominee designated by the holders of at least 50% of the

outstanding Series A Preferred Stock, for as long as the Series A

Preferred Stock represents at least 6% of our outstanding common stock and

rights to acquire our common stock. Samantha McCuen currently serves as

the director designated by the Series A Preferred Stock.

In January 2000, Internet Web Builders, LLC forfeited its right under the

Stockholders Agreement to designate a board member. The board position is

currently vacant and consistent with the Stockholders Agreement, is expected to

be filled by the remaining directors in office following the consummation of

our initial public offering.

Executive Officers

Our executive officers are elected by our board of directors on an annual

basis and serve until the next annual meeting of the board or until their

successors have been duly elected and qualified.

Board Observers

In connection with Internet Web Builder, LLC's forfeiture of its right to

designate a board member, we granted Kenneth Greif, the managing member of

Internet Web Builders, LLC, the non-transferrable right to attend meetings of

the board of directors as a non-voting observer, except in limited contexts.

Mr. Greif's observer rights will terminate on the earliest of:

o 18 months after the consummation of our initial public offering;

o the closing of a merger or acquisition in which we do not survive the

transaction or our stockholders immediately prior to the transaction own

less than 50% of the surviving company's voting securities;

o the date upon which Mr. Greif no longer beneficially owns at least 5% of

our outstanding securities; or

o the date upon which Mr. Greif sends us a certified letter indicating his

intention to terminate his observer rights.

In December 1997, we borrowed an aggregate of $80,000 at an annual rate of

10% from Kenneth Greif. In connection with this transaction, we issued 11,200

shares of our common stock to Mr. Greif for no additional consideration. We

repaid this loan in January 1998.

Board Committees

Audit Committee. The audit committee reports to the board of directors

regarding the appointment of our independent public accountants, the scope and

results of our annual audits, compliance with our accounting and financial

policies and management's procedures and policies relative to the adequacy of

our internal accounting controls. The current members of the audit committee

are Mark S. Hoffman, Niles H. Cohen and Samantha McCuen.

Compensation Committee. The compensation committee of the board of

directors reviews and makes recommendations to the board regarding our

compensation policies and all forms of compensation to be provided to our

executive officers and directors. In addition, the compensation committee

reviews bonus and stock compensation arrangements for all of our other

employees. The current members of the compensation committee are Richard D.

Forman, Mark S. Hoffman and Niles H. Cohen. Prior to the consummation of this

offering, Mr. Forman will step down from the compensation committee and will be

replaced by Reginald Van Lee.

Director Compensation

We will pay directors who are not affiliated with any stockholder who

purchased shares from us prior to this offering, who we refer to as

unaffiliated directors, an annual fee of $4,000. Our other directors do not

receive compensation for their services as members of our

board of directors. We reimburse our directors for expenses incurred in

connection with their attendance at board and committee meetings. We currently

do not provide additional compensation for committee participation or special

assignments of the board of directors.

Reginald Van Lee, who is an unaffiliated director, is entitled to receive

options to purchase 35,000 shares of our common stock with an exercise price

equal to the initial public offering price of our common stock upon his joining

our board. Subject to his continuing service as a director, 50% of these

options will vest on the first anniversary of his becoming a director and the

remaining 50% will vest on the second anniversary. In addition, in

consideration for consulting services that Mr. Van Lee will provide to us, we

have granted to him options to purchase an additional 9,450 shares of our

common stock, with an exercise price equal to the initial public offering price

and a vesting schedule identical to the vesting schedule for his other options.

Each future unaffiliated director, upon becoming a director, will receive

a grant of options to purchase 35,000 shares of our common stock with an

exercise price equal to the fair market value of our common stock on the close

of business on the date of grant. Subject to the option holder's continuing

service as a director, 50% of these options will vest upon the first

anniversary of the individual's becoming a director and 50% will vest upon the

second anniversary.

No interlocking relationships currently exist between our board of

directors or compensation committee and the board of directors or compensation

committee of any other company, nor has any interlocking relationship existed

in the past.

Limitation on Directors' Liability and Indemnification

Our amended and restated certificate of incorporation limits the liability

of directors to the maximum extent permitted by Delaware law. Delaware law

provides that directors of a corporation will not be personally liable for

monetary damages for breach of their fiduciary duties as directors, except

liability for:

o any breach of their duty of loyalty to the corporation or its

stockholders;

o acts or omissions not in good faith or which involve intentional

misconduct or a knowing violation of law;

o unlawful payments of dividends or unlawful stock repurchases or

redemptions; or

o any transaction from which the director derived an improper personal

benefit.

In accordance with applicable law, this limitation of liability does not apply

to liabilities arising under the federal securities laws and does not affect

the availability of equitable remedies such as injunctive relief or rescission.

Our amended and restated certificate of incorporation and our amended and

restated bylaws provide that we will indemnify our directors and officers and

may indemnify our employees and other agents to the fullest extent permitted by

law. We believe that indemnification under our amended and restated bylaws

covers at least negligence and gross negligence on the part of indemnified

parties. Our amended and restated bylaws also permit us to secure insurance on

behalf of any officer, director, employee or other agent for any liability

arising out of his or her actions in his or her capacity as an officer,

director, employee or other agent, regardless of whether the amended and

restated bylaws would permit indemnification.

The limited liability and indemnification provisions in our amended and

restated certificate of incorporation and amended and restated bylaws may

discourage stockholders from bringing a lawsuit against our directors for

breach of their fiduciary duty and may reduce the likelihood of derivative

litigation against our directors and officers, even though a derivative action,

if successful, might otherwise benefit us and our stockholders. A stockholder's

investment in us may be adversely affected to the extent we pay the costs of

settlement or damage awards against our directors and officers under these

indemnification provisions.

At present, there is no pending litigation or proceeding involving any of

our directors, officers or employees in which indemnification is sought, nor

are we aware of any threatened litigation that may result in claims for

indemnification.

Employment Agreements

We have entered into employment agreements with each of Richard D. Forman,

our President and Chief Executive Officer and Jack S. Levy, our General

Counsel.

Richard D. Forman.

Mr. Forman's employment agreement with us became effective as of February

27, 2000 and has an initial term of 42 months, with automatic renewal for

successive one-year terms unless we or Mr. Forman give notice of cancellation

at least 90 days prior to the expiration of the agreement. The agreement

entitles Mr. Forman to receive a base salary of $200,000 per year,

discretionary annual bonuses and fringe benefits such as medical and dental

coverage, short and long term disability and life insurance.

In addition, we granted Mr. Forman stock options under our 2000 Stock

Incentive Plan to purchase up to 525,000 shares of common stock, of which:

o options to purchase 175,000 shares will have an exercise price equal to

110% of the initial public offering price;

o options to purchase 175,000 shares will have an exercise price equal to

140% of the initial public offering price; and

o options to purchase 175,000 shares will have an exercise price equal to

160% of the initial public offering price.

These stock options are to vest in equal monthly amounts over a 42-month

period, as long as Mr. Forman is employed by us. The options with an exercise

price equal to 110% of the initial public offering price will vest first, over

a 14-month period beginning on the date of the grant; the options with an

exercise price equal to 140% of the initial public offering price will vest

over the following 14 months; and the option with an exercise price equal to

160% of the initial public offering price will vest over the remaining 14

months of the 42-month period.

The vesting of Mr. Forman's stock option will accelerate in full upon the

termination of Mr. Forman's employ by us without cause or by him for good

reason. In addition, if his employment is terminated without cause or for good

reason, Mr. Forman will be entitled to a lump-sum severance payment in an

amount equal to one month's base salary multiplied by the number of months

remaining in the contract term or 12 months, whichever number is greater. He

would also be entitled to medical and dental benefits for himself and his

eligible dependents under COBRA for a period of 18 months following the date of

termination. Mr. Forman is also entitled to an additional payment in order to

compensate him for any "golden parachute" excise tax that he incurs as a result

of receiving the severance payments and benefits provided for in the employment

agreement.

In addition, if Mr. Forman's employment is terminated without cause or for

good reason, or due to his death or disability, he will be entitled to any

earned but unpaid salary, as well as accrued but unused vacation, any unpaid

bonus accrued prior to the date of termination, a pro rata bonus for the year

in which the termination occurs, reimbursement for business expenses and any

payments or benefits due under our policies or benefit plans. Mr. Forman may

terminate his employment upon one month's written notice to us.

Mr. Forman is prohibited under his employment agreement from using or

disclosing any of our confidential information at any time in the future and

has assigned to us all rights to any inventions he develops during his

employment that pertain to our business or that are

developed during work time or using our material or facilities. Mr. Forman is

also prohibited from competing with us or soliciting any of our customers or

employees during his employment and for a period of one year thereafter.

In connection with Mr. Forman's prior employment agreement with us, he

received options to purchase up to 1,750,000 shares of common stock, of which:

o options to purchase 525,000 shares have an exercise price of $0.17 per

share;

o options to purchase 350,000 shares have an exercise price of $0.46 per

share;

o options to purchase 350,000 shares have an exercise price of $0.86 per

share; and

o options to purchase 525,000 shares have an exercise price of $1.71 per

share.

All of Mr. Forman's options under his prior employment agreement are fully

vested and are exercisable at any time prior to January 4, 2003.

Jack S. Levy.

Mr. Levy's employment agreement with us became effective as of October 11,

1999. The agreement provides for a one-year term, at which time the term will

be extended for consecutive 45-day periods, unless terminated by either party.

Mr. Levy is entitled to an annual salary of at least $116,327 and received a

signing bonus of $25,000. Mr. Levy is also entitled to receive a $50,000 cash

bonus within 15 days of the closing of either our initial public offering or

our change in control, plus a $25,000 cash bonus at the one-year anniversary of

our initial public offering or the six-month anniversary of our change in

control. We have also granted Mr. Levy options to purchase up to 122,500 shares

of our common stock at an exercise price of $1.43 per share. These options vest

beginning on January 11, 2000 in 41 monthly installments of 2,916 shares and a

final monthly installment of 2,944 shares.

We also granted Mr. Levy options to purchase 52,500 shares of our common

stock. The exercise price per share for these options will equal the initial

public offering price. These options vest on a monthly basis for a period of 42

months beginning on the closing of an initial public offering. The vesting of

Mr. Levy's options will accelerate upon the earlier of:

o our change in control, in which case vesting will accelerate to the

six-month anniversary of the closing of the transaction; or

o the termination of Mr. Levy's employ by us without cause or by him for

good reason following our change in control, in which case vesting will

accelerate to the date of his termination.

If Mr. Levy's employment is terminated by us without cause or by him for

good reason following our change in control, the vesting of any options that

would have vested through the expiration of the employment term had the

termination not occurred will be accelerated to the date of the termination.

This provision will apply to Mr. Levy's options to purchase 52,500 shares of

common stock only if an initial public offering or change in control has

occurred prior to the effective date of his termination. In addition, we would

be required to pay Mr. Levy the bonuses applicable to these transactions, as

well as pay his salary until the scheduled expiration of the employment

agreement. If Mr. Levy's employment is terminated due to death or for good

cause, or a voluntary resignation, he will not be entitled to any compensation

from us in addition to the payment of any accrued base salary, bonuses and

benefits.

Executive Compensation

The following table sets forth the total compensation paid or accrued for

the years ended December 31, 1999 and 1998 to our Chief Executive Officer and

to each of our most highly compensated executive officers other than our Chief

Executive Officer whose salary and bonus for 1999 exceeded $100,000. We refer

to the Chief Executive Officer and these other officers as named executive

officers.

Summary Compensation Table

Long-Term

Compensation

Annual Compensation Awards

------------------------ -------------

Securities

Underlying

Name and Principal Position Year Salary($) Bonus($) Options (#)

----------------------------------------------- ------ ----------- ---------- -------------

Richard D. Forman ............................. 1999 $162,737 $30,000 --

Chief Executive Officer and President ......... 1998 114,462 20,000 1,750,000

Alan G. Breitman (1) .......................... 1999 97,019 60,000 175,000

Vice President Finance and Treasurer .......... 1998 10,096 -- --

Sascha A. Mornell (2) ......................... 1999 102,000 50,000 17,500

Vice President Marketing ...................... 1998 47,500 -- 210,000

Robert D. Gardos (3) .......................... 1999 88,538 50,000 105,000

Vice President Technology ..................... 1998 45,923 -- 105,000

(1) Alan G. Breitman started with us in November 1998.

(2) Sascha A. Mornell started with us in May 1998.

(3) Robert D. Gardos started with us in June 1998.

Option Grants in Last Fiscal Year

The following table sets forth grants of stock options for the year ended

December 31, 1999 to each of our named executive officers. The potential

realizable value is calculated based on the term of the option at its time of

grant. It is calculated assuming that the fair market value of common stock on

the date of grant appreciates at the indicated annual rate compounded annually

for the entire term of the option and that the option is exercised and sold on

the last day of its term for the appreciated stock price. These numbers are

calculated based on the requirements of the Securities and Exchange Commission

and do not reflect our estimate of future stock price growth. The percentage of

total options granted to employees in the last fiscal year is based on options

to purchase an aggregate of 1,063,510 shares of common stock granted under our

plans.

Individual Grants

---------------------------------------------------

% of Potential Realizable

Total Value at Assumed

Options Annual Rates of

Number Granted Stock Price

of Shares to Appreciation

Option Term

Underlying Employees Exercise ------------------------------------

Options in Fiscal Price Per Expiration

Name Granted Year Share Date 0% 5% 10%

--------------------------- ------------ ----------- ----------- ----------- ---------- ----------- -----------

Alan G. Breitman .......... 105,000 10% 0.86 2/1/2009 $67,500 $156,514 $318,514

70,000 7% 1.43 5/1/2009 78,800 191,246 363,761

Sascha A. Mornell ......... 17,500 2% 0.86 6/1/2009 29,700 57,812 100,940

Robert D. Gardos .......... 35,000 3% 1.14 1/1/2009 2,500 29,228 70,234

35,000 3% 1.43 5/1/2009 20,000 64,023 131,562

35,000 3% 1.43 6/1/2009 39,400 95,623 181,881

Aggregated Option Exercises in the Year Ended December 31, 1999 and Year-End

Option Values

The following table sets forth information concerning the options held by

each of our named executive officers at December 31, 1999. There was no public

trading market for the common stock as of December 31, 1999. Accordingly, the

values set forth below have been calculated on the basis of an assumed initial

public offering price of $20.00 per share, less the applicable exercise price

per share, multiplied by the number of shares underlying the options.

Number of Shares Value of Unexercised

Underlying Unexercised In-the-Money Options

Options at Fiscal Year End at Fiscal Year End ($)

------------------------------- ------------------------------

Name Exercisable Unexercisable Exercisable Unexercisable

--------------------------- ------------- --------------- ------------- --------------

Richard D. Forman ......... 1,750,000 -- $33,550,000 --

Alan G. Brietman .......... 39,584 135,416 750,131 $2,559,869

Sascha A. Mornell ......... 109,375 118,125 2,131,250 2,298,750

Robert D. Gardos .......... 74,583 135,417 1,437,613 2,572,387

Stock Option Plans

We adopted our stock option plans for the purpose of promoting our

long-term growth and profitability by providing key persons the incentive to

improve stockholder value and to contribute to our growth and success, as well

as to enable us to attract and retain talented and skilled persons for

positions of substantial responsibility. We have used stock options as a

component of compensation for our officers and key employees.

1997 Stock Option Plan.

Our predecessor company, Forman Interactive Corp., adopted our 1997 Stock

Option Plan in December 1997. We assumed the 1997 plan in our merger with

Forman Interactive. A total of 1,750,000 shares of common stock have been

authorized for issuance under the plan. As of December 31, 1999, options to

purchase an aggregate of 1,726,935 shares of common stock were outstanding

under the plan, and an aggregate of 23,065 shares of common stock are

authorized but have not yet been granted as awards under the plan. The number

and price of shares covered by outstanding stock options and the number of

shares authorized under the plan will be proportionately adjusted, as

determined by the board, to take into account any stock split, reverse stock

split, stock dividend, combination, recapitalization or similar event.

Our officers, employees, non-employee directors and consultants are

eligible to participate in the plan. As plan administrator, our board of

directors has the sole discretion to determine which eligible individuals may

receive awards, the type of awards to be made and the terms and conditions of

each award.

If we merge with another company and do not survive the merger, or we sell

substantially all of our common stock to another person, or enter into any

similar transaction, all outstanding options must be assumed by the surviving

company, unless the board determines in its sole discretion to terminate all

outstanding options effective at the closing of the transaction by delivering a

notice of termination to each optionholder at least 20 days prior to the

closing. Each optionholder would, however, have the right to exercise the

vested portion of the option during the period from the delivery of the notice

until the closing.

No options may be granted under the plan after December 2007, but options

granted prior to that date may continue to be exercised until their stated

terms.

1999 Stock Option Plan.

In April 1999, our board of directors adopted our 1999 Stock Option Plan,

which was approved by our stockholders in January 2000. A total of 2,275,000

shares of common stock have been authorized for issuance under the plan, and no

more than 1,750,000 shares may be issued under the plan to any one individual.

As of December 31, 1999, no options to purchase shares of common stock were

outstanding under the plan. The number and price of shares covered by

outstanding stock options and the number of shares authorized under the plan

will be proportionately adjusted, as determined by the board, to take into

account any stock split, reverse stock split, stock dividend, combination,

recapitalization or similar event.

Our directors, officers, employees and consultants and other advisors are

eligible to participate in the plan. As plan administrator, the compensation

committee of our board of directors has the sole discretion to determine which

eligible individuals may receive awards, the type of awards to be made and the

terms and conditions of each award. Unless otherwise fixed by the plan

administrator, each option shall expire ten years from the date of grant. No

options may be granted under the plan after April 2009, but options granted

prior to that date may continue to be exercised until their stated terms.

2000 Stock Incentive Plan.

In January 2000, our board of directors adopted and our stockholders

approved our 2000 Stock Incentive Plan. Our 2000 Stock Incentive Plan is

intended to serve as the successor equity incentive program to our 1997 Stock

Option Plan and our 1999 Stock Option Plan. Outstanding options under the

predecessor plans will be incorporated into the 2000 Stock Incentive Plan upon

the consummation of this offering, and the incorporated options will continue

to be governed by their existing terms.

We have authorized the issuance of up to 7,350,000 shares of common stock

under the 2000 Stock Incentive Plan. This share reserve consists of the shares

issuable under the predecessor plans on the effective date of the 2000 Stock

Incentive Plan plus an additional increase of 3,500,000 shares. The share

reserve will automatically be increased on the first trading day of January of

each calendar year, beginning in January 2001, by a number of shares equal to

2% of the total number of shares of common stock outstanding on the last

trading day of the prior calendar year, but no such annual increase will exceed

1,750,000 shares. In no event may any one participant receive option grants or

direct stock issuances for more than 1,750,000 shares in the aggregate per

calendar year.

Except as otherwise noted below, the outstanding options under the

predecessor plans contain substantially the same terms and conditions

summarized below for the discretionary option grant program under the 2000

Stock Incentive Plan. The 2000 Stock Incentive Plan has five separate programs:

o the discretionary option grant program under which eligible individuals

in our employ or service (including officers, non-employee board members

and consultants) may be granted options to purchase shares of our common

stock;

o the stock issuance program under which such individuals may be issued

shares of common stock directly, through the purchase of such shares or as

a bonus tied to the performance of services;

o the salary investment option grant program under which executive officers

and other highly compensated employees may elect to apply a portion of

their base salary to the acquisition of special below-market stock option

grants;

o the automatic option grant program under which option grants will

automatically be made at periodic intervals to eligible non-employee board

members; and

o the director fee option grant program under which non-employee board

members may elect to apply a portion of their retainer fee to the

acquisition of special below-market stock option grants.

The discretionary option grant and stock issuance programs will be

administered by our compensation committee. This committee will determine which

eligible individuals are to receive option grants or stock issuances, the time

or times when the option grants or stock issuances will be made, the number of

shares subject to each grant or issuance, exercise or purchase price for each

grant or issuance (which may be less than, equal to or greater than the fair

market value of the shares), the status of any granted option as either an

incentive stock option or a non-statutory stock option under the federal tax

laws, the vesting schedule to be in effect for the option grant or stock

issuance and the maximum term for which any granted option is to remain

outstanding. The committee will also select the executive officers and other

highly compensated employees who may participate in the salary investment

option grant program in the event that the program is activated for one or more

calendar years. Neither the compensation committee nor the board will exercise

any administrative discretion with respect to option grants made under the

salary investment option grant program or under the automatic option grant

program or director fee option grant program for the non-employee board

members.

The exercise price for the options may be paid in cash or in shares of our

common stock valued at fair market value on the exercise date. The option may

also be exercised through a same-day sale program without any cash outlay by

the optionee. In addition, the compensation committee may allow a participant

to pay the option exercise price or direct issue price and any associated

withholding taxes incurred in connection with the acquisition of shares with a

full-recourse, interest-bearing promissory note.

If we are acquired, each outstanding option under the discretionary option

grant program that is not to be assumed by the successor corporation or

otherwise continued will automatically accelerate in full, and all unvested

shares under the discretionary option grant and stock issuance programs will

immediately vest, except to the extent the repurchase rights with respect to

those shares are to be assigned to the successor corporation or otherwise

continued in effect. The compensation committee may grant options and issue

shares that will accelerate

o in connection with an acquisition even if the options are assumed and

repurchase rights are assigned;

o in connection with a hostile change in control (effected through a

successful tender offer for more than 50% of our outstanding voting stock

or by proxy contest for the election of board members); or

o upon a termination of the individual's service following a change in

control or hostile takeover.

If we are acquired, options currently outstanding under the 1997 and 1999

plans may be assumed by the successor corporation or the options may terminate.

The compensation committee may provide for acceleration of any options that

terminate in connection with the acquisition. These options are not by their

terms subject to acceleration in connection with any other change in control or

hostile takeover.

Stock appreciation rights may be issued under the discretionary option

grant program that will permit holders to elect to surrender their outstanding

options for an appreciation distribution from us equal to the fair market value

of the vested shares subject to the surrendered option less the aggregate

exercise price payable for the shares. This appreciation distribution may be

made in cash or in shares of common stock. There are currently no outstanding

stock appreciation rights under the predecessor plans.

The compensation committee has the authority to cancel outstanding options

under the discretionary option grant program, including options incorporated

from the predecessor plans, in return for the grant of new options for option

shares with an exercise price per share based upon the fair market value of the

common stock on the new grant date.

If the compensation committee elects to activate the salary investment

option grant program for one or more calendar years, each of our executive

officers and other highly compensated employee selected for participation may

elect to reduce his or her base salary for that calendar year by a specified

dollar amount not less than $10,000 nor more than $50,000. In return, the

individual will automatically be granted, on the first trading day in the

calendar year for which the salary reduction is to be in effect, a

non-statutory option to purchase that number of shares of common stock

determined by dividing the salary reduction amount by two-thirds of the fair

market value per share of our common stock on the grant date. The option

exercise price will be equal to one-third of the fair market value of the

option shares on the grant date. As a result, the fair market value of the

option shares on the grant date less the exercise price payable for those

shares will be equal to the salary reduction amount. The option will become

exercisable in a series of 12 equal monthly installments over the calendar year

for which the salary reduction is to be in effect and will be subject to full

and immediate vesting in the event of our acquisition or change in control.

Under the automatic option grant program, each individual who first joins

the board on or after January 26, 2000, and who is not an employee board member

or an affiliate or representative of a beneficial owner of 3% or more of our

common stock, will automatically be granted an option for 35,000 shares of our

common stock at the time of his or her commencement of board service, unless

the individual has previously been in our employ. In addition, each individual

who continues to serve as a non-employee board member after an annual

stockholders meeting will receive an option grant to purchase 5,250 shares of

common stock on the date of the annual stockholders meeting beginning with the

first annual stockholders meeting held after the initial 35,000-share grant

under the automatic option grant program is fully vested. Each automatic grant

will have an exercise price equal to the fair market value per share of our

common stock on the grant date and will have a maximum term of 10 years,

subject to earlier termination following the optionee's cessation of board

service. Each option will be immediately exercisable, subject to our right to

repurchase any unvested shares, at the original exercise price, at the time of

the board member's cessation of service. Each 35,000-share option grant will

vest, and the repurchase right will lapse, in a series of two equal successive

annual installments upon the optionee's completion of each year of board

service over the two-year period measured from the grant date. Each 5,250-share

option grant will vest, and the repurchase right will lapse, upon the

optionee's completion of one year of board service measured from the grant

date. However, each such outstanding option will immediately vest upon a change

in control, a hostile takeover or the death or disability of the optionee while

serving as a board member.

If the director fee option grant program is put into effect in the future,

then each non-employee board member may elect to apply all or a portion of any

cash retainer fee for the year to the acquisition of a below-market option

grant. The option grant will automatically be made on the first trading day in

January in the year for which the non-employee board member would otherwise be

paid the cash retainer fee in the absence of his or her election. The option

will have an exercise price per share equal to one-third of the fair market

value of the option shares on the grant date, and the number of shares subject

to the option will be determined by dividing the amount of the retainer fee

applied to the program by two-thirds of the fair market value per share of our

common stock on the grant date. As a result, the fair market value of the

option shares on the grant date less the exercise price payable for those

shares will be equal to the portion of the retainer fee applied to that option.

The option will become exercisable in a series of 12 equal monthly installments

over the calendar year for which the election is in effect. However, the option

will become immediately exercisable for all the option shares upon the death or

disability of the optionee while serving as a board member.

Limited stock appreciation rights will automatically be included as part

of each grant made under the automatic option grant and salary investment

option grant programs and may

be granted to one or more officers as part of their option grants under the

discretionary option grant program. Options with such a limited stock

appreciation right may be surrendered to us upon the successful completion of a

hostile tender offer for more than 50% of our outstanding voting stock. In

return for the surrendered option, the optionee will be entitled to a cash

distribution from us in an amount per surrendered option share equal to the

highest price per share of common stock paid in connection with the tender

offer less the exercise price payable for such share.

The board may amend or modify the 2000 Stock Incentive Plan at any time,

subject to any required stockholder approval. The 2000 Stock Incentive Plan

will terminate no later than January 25, 2010.

Employee Stock Purchase Plan.

Our Employee Stock Purchase Plan was adopted by the board and approved by

the stockholders on January 26, 2000. The plan will become effective

immediately upon the execution of the underwriting agreement for this offering.

The plan is designed to allow our eligible employees and participating

subsidiaries, if any, to purchase shares of our common stock, at semi-annual

intervals, through their periodic payroll deductions. A total of 350,000 shares

of our common stock will initially be authorized for issuance under the plan.

The share reserve will automatically increase on the first trading day of

January each year beginning in January 2001, by 0.25% of the total shares of

common stock outstanding on the last trading day of the prior calendar year,

but no such annual increase will exceed 140,000 shares. In no event may any

participant purchase more than 700 shares, nor may all participants in the

aggregate purchase more than 122,500 shares on any one semi-annual purchase

date.

The plan will have a series of successive offering periods, each with a

maximum duration of 24 months, except that the initial offering period will

begin on the date that the underwriting agreement is executed in connection

with this offering and will end on the last business day in April 2002. The

next offering period will begin on the first business day in May 2002, and

subsequent offering periods will be set by the compensation committee. Shares

will be purchased for the participants semi-annually during the offering

period. The first purchase date will occur on October 31, 2000. If the fair

market value of our common stock on any semi-annual purchase date is less than

the fair market value on the first day of the offering period, then the current

offering period will automatically end and a new offering period will begin,

based on the lower fair market value.

Individuals who are eligible employees on the start date of any offering

period may enter the plan on that start date or on any subsequent semi-annual

entry date. Individuals who become eligible employees after the start date of

the offering period may join the plan on any subsequent semi-annual entry date

within that period.

A participant may contribute up to 10% of his or her cash compensation

through payroll deductions and the accumulated payroll deductions will be

applied to the purchase of shares on the participant's behalf on each

semi-annual purchase date. The purchase price per share will be 85% of the

lower of the fair market value of our common stock on the participant's entry

date into the offering period or the fair market value on the semi-annual

purchase date.

Generally, the board may at any time amend or modify the plan. The plan

will terminate no later than the last business day in April 2010.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Equity Issuances and Financings

In August 1996, we borrowed an aggregate of $100,000 from our co-founders,

Richard D. Forman, our President, Chief Executive Officer and Chairman of our

board of directors, Peter A. Forman, one of our directors, and Dan B. Levine, a

director at the time of the transaction, to fund our operations. In connection

with this transaction, we issued warrants to purchase shares of our common

stock at an exercise price of $0.24 per share as follows:

Value of

Underlying Shares

Common Stock Net of Exercise Price

Name of Investor Underlying Warrants at $20.00 per share

--------------------------- --------------------- ----------------------

Richard D. Forman ......... 156,244 $3,087,381

Peter A. Forman ........... 156,244 3,087,381

Dan B. Levine ............. 99,278 1,961,733

In January 1998, each exercised in full his warrants and used the amount

due from us under the loan to pay the exercise price.

In September 1996, pursuant to a letter agreement among Capital Express,

LLC, Peter A. Forman, Richard D. Forman and Dan B. Levine, and in consideration

for personally guaranteeing a commercial loan to us in the amount of $162,000

from Citibank, N.A., we issued to each of Richard D. Forman and Peter A. Forman

warrants to purchase 472,500 shares of our common stock at an exercise price of

$0.17 per share. In January 1998, each forfeited accrued but unpaid

compensation in order to effect a cashless conversion of these warrants. The

aggregate value of these shares based on an assumed initial public offering

price of $20.00 per share would be $18,900,000.

In December 1997, we borrowed an aggregate of $80,000 at an annual rate of

10% from Kenneth Greif, the managing member of Internet Web Builders, LLC. In

connection with this transaction, we issued 11,200 shares of our common stock

to Mr. Greif for no additional consideration. The value of these shares based

on an assumed initial public offering price of $20.00 per share would be

$224,000. We repaid this loan in January 1998.

Also, in January 1998, we sold 2,800,000 shares of our common stock at a

price of $0.36 per share to Internet Web Builders, LLC for a purchase price of

$1.0 million. The aggregate value of these shares based on an assumed initial

public offering price of $20.00 per share would be $56,000,000. Concurrently

with the closing of this transaction, we issued warrants to purchase up to an

aggregate of 2,450,001 shares of our common stock based upon our reaching

specified revenue targets at an exercise price of $0.36 per share. In June

1999, we modified the terms of the warrants to remove the revenue targets, to

fix the number of shares underlying the warrants at 2,450,001 and to increase

the exercise price to $0.97 per share. These warrants were issued on a pro rata

basis to the stockholders immediately prior to the Internet Web Builders

investment as follows:

Value of

Underlying Shares

Common Stock Net of Exercise Price

Name of Investor Underlying Warrants at $20.00 per share

------------------------------ --------------------- ----------------------

Richard D. Forman ............ 699,717 $13,315,615

Peter A. Forman .............. 548,247 10,433,140

Dan B. Levine ................ 283,798 5,400,676

Capital Express, LLC ......... 918,239 17,474,088

As payment of a finder's fee in connection with the Internet Web Builders

investment, we issued to each of Zachary Prensky, our then director, and Niles

Cohen, our current director, warrants to purchase 350,000 shares of our common

stock, at exercise prices of $0.36 for 50%

of the shares and $0.86 for the remaining shares. The aggregate value of the

shares underlying these warrants, net of the exercise price, based on an

assumed initial public offering price of $20.00 per share, would be

$13,573,000. At the time of the transactions, Zachary Prensky was both one of

our directors and the managing member of Internet Web Builders. In addition,

Niles Cohen is, and at the time of the transactions was, the managing member of

Capital Express, LLC.

In May 1998, we sold 3,640,000 shares of our common stock at a purchase

price of $0.36 per share. The aggregate value of these shares based on an

assumed initial public offering price of $20.00 per share would be $72,800,000.

Of these, our directors, executive officers, stockholders beneficially owning

5% or more in the aggregate of our common stock and Melvin Forman, an immediate

family member of two of our directors, purchased shares as follows:

Value of Shares

Name of Investor Common Stock at $20.00 per share

------------------------------- -------------- --------------------

Richard D. Forman ............. 308,000 $ 6,160,000

Peter A. Forman ............... 308,000 6,160,000

Capital Express, LLC .......... 140,000 2,800,000

Internet Web Builders ......... 1,764,000 35,280,000

Melvin Forman ................. 280,000 5,600,000

Concurrently with the closing of this transaction, as payment of a

finder's fee, we issued to each of Zachary Prensky and Niles Cohen warrants to

purchase 221,669 shares of our common stock, at exercise prices of $0.36 for

50% of the shares and $0.86 for the remaining shares. The aggregate value of

the shares underlying these warrants, net of the exercise price, based on an

assumed initial public offering price of $20.00 per share, would be $8,596,324.

In March 1999, we issued 1,499,999 shares of our Exchangeable Preferred

Stock to Palisade Private Partnership, L.P. at a purchase price of $2.00 per

share. These shares were automatically converted to common stock on August 15,

1999, in accordance with their terms. The value of these shares based on an

assumed initial public offering price of $20.00 per share would be $29,999,980.

In addition, we entered into a service agreement with Palisade Private

Partnership, LP, whereby Palisade agreed to provide us six months of financial

and strategic advisory services in exchange for a warrant to purchase 420,000

shares of our common stock at a price of $2.14 per share. The aggregate value

of the shares underlying these warrants, net of the exercise price, based on an

assumed initial public offering price

of $20.00 per share, would be $7,501,200. Mr. Hoffman, one of our current

directors,

is a member of Palisade Private Holdings, LLC, the General Partner of Palisade

Private Partnership L.P.

In May 1999, we sold 2,041,666 shares of our common stock to Staples, Inc.

at a price of $3.43 per share. The value of these shares based on an assumed

initial public offering price of $20.00 per share would be $40,833,320. In

connection with the transaction, we issued to Staples warrants to purchase up

to 700,000 shares of our common stock at an exercise price of $0.0029. The

aggregate value of the shares underlying these warrants, net of the exercise

price, based on an assumed initial public offering price of $20.00 per share,

would be $13,997,970.

From June 1999 through July 1999, we sold 4,694,333 shares of our Series A

Convertible Preferred Stock at a purchase price of $3.43 per share. The value

of these shares based on an assumed initial public offering price of $20.00 per

share would be $93,886,660. In connection with these transaction, we issued

warrants to purchase 938,888 shares of our common stock, each at an exercise

price of $3.43 per share. The aggregate value of the shares underlying these

warrants, net of the exercise price, based on an assumed initial public

offering price of $20.00 per share, would be $15,557,374. Of these, our

directors, officers and stockholders beneficially owning 5% or more in the

aggregate of our common stock purchased shares and were issued warrants as

follows:

Aggregate Value

of Securities

Series A Convertible Common Stock Net of Exercise Price

Name of Investor Preferred Stock Underlying Warrants at $20.00 per share

----------------------------------------- ---------------------- --------------------- ----------------------

Richard D. Forman ....................... 1,460 291 $ 34,022

Peter A. Forman ......................... 4,893 980 114,099

Dan B. Levine ........................... 459 95 10,754

Alan G. Breitman ........................ 15,585 2,919 360,068

Concentric Network Corporation .......... 1,458,335 291,669 33,999,655

Internet Web Builders, LLC .............. 6,934 1,386 161,646

Sandler Capital IV FTE Partners L.P. 381,500 76,300 8,894,291

Sandler Capital Management .............. 145,835 29,169 3,400,030

Sandler Capital IV Partners L.P. ........ 931,000 186,200 21,705,334

Staples, Inc. ........................... 120,659 24,136 2,813,114

Samantha McCuen, one of our current directors, is a Vice President of

Sandler Capital Management and a principal of Sandler Internet Partners L.P. At

the time of the Series A Convertible Preferred Stock financing, Zachary Prensky

was one of our directors and a managing member of Internet Web Builders, LLC.

Related Party Transactions

Legg Mason Wood Walker, Incorporated earned an advisory fee in connection

with the sale of our Exchangeable Preferred Stock, our common stock to Staples

and our Series A Convertible Preferred Stock, consisting of $1.1 million in

cash and warrants to purchase 494,449 shares of our common stock at an exercise

price of $4.08 per share. The aggregate value of the shares underlying these

warrants, net of the exercise price, based on an assumed initial public

offering price of $20.00 per share, would be $7,871,628. In addition, we

granted Legg Mason piggyback registration rights with respect to the common

stock issuable upon exercise of their warrants. We also agreed that Legg Mason

could be included as a managing underwriter in connection with our initial

public offering. Upon consummation of our initial public offering, Legg Mason

will beneficially own approximately 0.2% of our common stock.

In May 1999, we entered into a cooperative marketing agreement with

Staples. The agreement gives us the exclusive right to market our domain name

registration services on all of Staples' branded properties, including

Staples.com's website and the Staples retail stores. Further, the agreement

gives Staples the exclusive right to market its office supplies on our website.

In addition, the agreement restricts us from entering into similar marketing

agreements with entities that derive more than 20% of their revenue from the

sale of office supplies. The initial term of the agreement ends on May 31,

2002, but automatically renews for consecutive one-year terms unless terminated

by either party upon 60 days' written notice. No cash payments are required to

be paid by either Staples or us under this cooperative marketing agreement.

Upon consummation of our initial public offering, Staples will beneficially own

approximately 12.9% of our common stock.

In June 1999, we entered into a marketing and distribution agreement with

Concentric Network Corporation. The agreement makes us the exclusive provider

of domain name registration services in generic top level domains for

Concentric's branded web-hosting and electronic services. The agreement also

provides that Concentric will be one of up to three web-hosting or electronic

commerce service providers on our website. Concentric has agreed to purchase

advertising space on our website through December, 2000, at a rate of $100,000

per month, and for the seven months commencing March 2000 at a rate of $100,000

per month, plus an additional $800,000 for the period from September to

December 2000. In addition, Concentric has agreed to pay us a $75 commission

for each of our customers who use Concentric's services. We pay Concentric

$41,666.67 per month under the agreement for co-branded marketing programs. We

also pay Concentric a commission not to exceed 20% of the net revenue generated

by new registrations originating from Concentric based upon the volume of these

new registrations. The term of our agreement with Concentric expires on

December 31, 2000. Upon consummation of our initial public offering, Concentric

will beneficially own approximately 5.9% of our common stock.

Registration Rights Agreement

In connection with the sale of our Series A Convertible Preferred Stock,

we entered into a Registration Rights Agreement with Dan B. Levine, Peter A.

Forman, Richard D. Forman, Capital Express, L.L.C., Internet Web Builders,

L.L.C., Palisade Private Partnership, L.P., Staples, Inc. and the purchasers of

our Series A Preferred Stock. This Registration Rights Agreement amends and

restates the registration rights agreement that we entered into in connection

with the sale of our Exchangeable Preferred Stock and our sale of common stock

to Staples. For a description of the Registration Rights Agreement, please see

"Description of Capital Stock--

Registration Rights Agreement."

Stockholders Agreement

Also in connection with the sale of our Series A Convertible Preferred

Stock, we entered into a Stockholders Agreement with the parties to our

Registration Rights Agreement. This Stockholders Agreement will terminate upon

the occurrence of a number of specified conditions, including the consummation

of this offering. Our Stockholders Agreement amends and restates the

stockholders agreement that we entered into in connection with the sale of our

Exchangeable Preferred Stock and our sale of common stock to Staples. Under the

current Stockholders Agreement, the parties agreed to restrictions on the

transferability of their shares in number of specified circumstances, including

rights of first refusal, tag along rights and drag along rights. In addition,

the Stockholders Agreement, which will terminate upon the consummation of our

initial public offering, provides that we must obtain Staples' written consent

prior to entering into a merger, consolidation or sale of all or substantially

all of our assets unless the merger consideration equals at least $3.43 per

share of common stock, with adjustments for stock splits, dividends and similar

events.

The Stockholders Agreement also requires the stockholders to vote all of

their voting stock, subject among other things to minimum stock holding

requirements, in favor of

o three directors designated by Richard D. Forman, Peter A. Forman and Dan

B. Levine;

o one director designated by Capital Express, LLC;

o one director designated by Internet Web Builders, LLC;

o one director designated by Palisade Private Partnership, L.P; and

o one director designated by the holders of at least 50% of the outstanding

Series A Preferred Stock.

In February 2000, Internet Web Builders, LLC agreed to forfeit its right

to designate a board member. In connection with this agreement, we granted

Kenneth Greif, the managing member of Internet Web Builders, LLC, the right to

attend meetings of the board of directors as a non-voting observer, except in

limited contexts. Mr. Greif's observer right is non-transferrable and will

expire upon the earliest of:

o 18 months after the consummation of our initial public offering;

o the closing of a merger or acquisition in which we do not survive the

transaction or our stockholders immediately prior to the transaction own

less than 50% of the surviving company's voting securities;

o the date upon which Mr. Greif no longer beneficially owns at least 5% of

our outstanding securities; or

o the date upon which Mr. Greif sends us a certified letter indicating his

intention to terminate his observer rights.

Transactions Between Principal Stockholders

In February 2000, Capital Express, LLC entered into an agreement to sell

to Staples, Inc. warrants to purchase 918,239 shares of our common stock with

an exercise price of $0.97 per share. Niles H. Cohen, one of our directors, is

the managing member of Capital Express, LLC. The purchase price per warrant

will equal the initial public offering price per share of our common stock less

the exercise price. The aggregate value of the shares underlying these

warrants, based on an assumed initial public offering price of $20.00 per

share, would be $17,474,088. The sale price of the warrants will be at a price

less than the deemed fair value of the warrants, as calculated using the

Black-Scholes model. As a result, we will record approximately $400,000 of

expense related to this transaction in the first quarter of 2000.

On February 28, 2000 Staples also entered into an agreement with Richard

D. Forman, our President, Chief Executive Officer and the chairman of our board

of directors, to purchase 75,000 shares of common stock at a purchase price per

share equal to the initial public offering price per share of our common stock.

The aggregate value of these shares, based on an assumed initial public

offering price of $20.00 per share, would be $1,500,000. As part of the same

agreement, Staples has agreed with Palisade Private Partnership, L.P., to

purchase an additional 75,000 shares of our common stock at a purchase price

per share equal to the initial public offering price per share of our common

stock. Mark S. Hoffman, one of our current directors, is a member of Palisade

Private Holdings, LLC, the General Partner of Palisade Private Partnership L.P.

The aggregate value of these shares based on an assumed initial public offering

price of $20.00, would be $1,500,000.

Each of these Staples transactions will be consummated on the day after

the date on which the registration statement for this offering becomes

effective. Staples, Inc. has entered into two lock-up and voting agreements

with us, which generally require Staples not to transfer or otherwise dispose

of any of our securities for a period of one year following the date of our

initial public offering, unless the initial public offering is not consummated

by May 2000 or if the transfer is to an affiliate of Staples. As a condition of

any transfer, the transferee must agree to receive and hold the securities

subject to the lock-up and voting agreement. In addition, the agreements

provide that, for as long as Staples beneficially owns more than 5% of our

outstanding voting securities, Staples must not vote against any matter put

before our stockholders if the holders of at least a majority of our voting

securities, excluding Staples, have voted in favor of the matter, with limited

exceptions.

No monetary exchanges between Staples and us are required under these

agreements.

Other Transactions

From inception until May 1998, we utilized office space and received

administrative services from Ben Forman & Sons, Inc. for which we paid $18,682

in 1997 and $577 in 1998. Melvin Forman, an executive officer of Ben Forman &

Sons, is the father of Richard D. Forman and Peter A. Forman. During 1998,

Peter A. Forman served as an executive officer of Ben Forman & Sons.

We pay $500 per month to one of Lease On Line, Inc.'s employees for

facilities management services provided to us. We have also issued options to

purchase 5,000 shares of our common stock to this employee. In addition, we

provide Lease On Line the use of approximately 200 square feet of our office

space and various office services without charge. Richard D. Forman is the

President and principal owner of Lease On Line.

We have entered into employment agreements with Richard D. Forman and Jack

S. Levy. For a detailed description of these agreements, please see

"Management--Employment Agreements."

In addition, in consideration for consulting services that Mr. Van Lee

will provide to us, we have issued him options to purchase an additional 9,450

shares of our common stock, with an exercise price equal to the initial public

offering price and a vesting schedule identical to the vesting schedule for his

other options.

We believe that all of the transactions set forth in this section were

made on terms no less favorable to us than could have been obtained from

unaffiliated third parties. We intend that all future transactions between us

and any of our officers, directors, principal stockholders and their affiliates

will be approved by a majority of the independent and disinterested directors

on our board of directors and will be on terms no less favorable to us than

could be obtained from unaffiliated third parties.

Board of Advisors

We have established a Board of Advisors to assist with the planning of our

strategic growth and development. The Board of Advisors currently consists of

Robert H. Lessin, Co-Chief Executive Officer of Wit Capital Corporation, Stuart

D. Levi, a partner in the firm of Skadden, Arps, Slate, Meagher & Flom LLP,

Peter J. Varvara, the President and Chief Executive Officer of Customer

Strategies Worldwide, and Steve W. Klebe, Vice President of Payment Alliances

Cybersource. Members of the Board of Advisors do not receive a stated salary

for their services as members. From time to time, the Board of Directors has

granted warrants to purchase common stock as compensation to the members of the

Board of Advisors. As of December 31, 1999, we have granted warrants to

purchase an aggregate of 31,500 shares to the members of the Board of Advisors,

at exercise prices ranging from $0.43 to $2.86 per share.

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information with respect to the beneficial

ownership of our common stock as of February 3, 2000, and as adjusted to

reflect the sale of the shares of common stock offered hereby, by each person

or group of affiliated persons whom we know to beneficially own 5% or more of

our common stock, each director, each named executive officer, all of our

directors and executive officers as a group and each selling stockholder.

Unless otherwise indicated, the address of each officer, director and principal

stockholder listed below is c/o Register.com, Inc., 575 Eighth Avenue, 11th

Floor, New York, New York 10018.

As of February 3, 2000, we had 25,761,130 shares of common stock

outstanding, assuming the conversion of all outstanding shares of Series A

Convertible Preferred Stock. The following table gives effect to the shares of

common stock issuable within 60 days of February 3, 2000 upon the exercise of

all options and other rights beneficially owned by the indicated stockholders

on that date. Beneficial ownership is determined in accordance with the rules

of the Securities and Exchange Commission and includes voting or investment

power with respect to securities. To our knowledge, except as set forth in the

footnotes to the following table, each stockholder identified in the table

possesses sole voting and investment power with respect to all shares of common

stock shown as being beneficially owned by the stockholder.

Shares Beneficially Percentage

Owned Before of Shares

the Offering

----------------------- Beneficially Owned

Number Percent After the Offering

------------ --------- --------------------

Executive Officers and

Directors

Richard D. Forman (1)(2) ......... 6,009,391 21.3% 17.9%

Peter A. Forman (3) .............. 3,774,149 14.3 12.0

Mark S. Hoffman (4)(5) ........... 1,919,999 7.3 5.9

Niles H. Cohen (6)(7) ............ 5,154,358 19.2 13.6

Samantha McCuen (8) .............. 1,575,000 5.8 4.9

Reginald Van Lee ................. -- -- --

All directors and executive

officers as a group (12

persons) (2)(7)(8) .............. 18,923,115 61.3 51.0

Principal Stockholders

Kenneth Greif (9) ................ 5,263,385 19.7 16.7

Capital Express, LLC (7)(10) 4,932,689 18.5 13.0

Internet Web Builders,

LLC (9)(11) ..................... 4,564,000 17.7 14.8

Staples, Inc. (2)(5)(7)(12) ...... 2,886,461 10.9 12.9

Palisade Private Partnership

LP (13) ......................... 1,919,999 7.3 5.9

Concentric Network

Corporation (7)(14) ............. 1,750,004 6.7 5.6

Sandler Capital Entities (15)..... 1,575,000 5.8 4.9

Other Selling

Stockholders

Hikari Tsushin Inc. (16) ......... 700,004 2.7 2.3

Dawn Patrick (17) ................ 175,000 0.7 0.6

Shares Beneficially

Owned After the

Offering Assuming

Number of Shares Over-Allotment Option

is Exercised in Full

Subject to ------------------------

Over-Allotment Option Number Percent

----------------------- ------------ ----------

Executive Officers and

Directors

Richard D. Forman (1)(2) ......... 300,470 5,633,921 16.6%

Peter A. Forman (3) .............. -- 3,774,149 11.7

Mark S. Hoffman (4)(5) ........... 96,000 1,748,999 5.5

Niles H. Cohen (6)(7) ............ -- 4,236,121 13.3

Samantha McCuen (8) .............. -- 1,575,000 4.7

Reginald Van Lee ................. -- -- --

All directors and executive

officers as a group (12

persons) (2)(7)(8) .............. 396,470 18,526,645 49.6

Principal Stockholders

Kenneth Greif (9) ................ -- 5,263,385 16.3

Capital Express, LLC (7)(10) -- 4,014,450 12.7

Internet Web Builders,

LLC (9)(11) ..................... -- 4,564,000 14.4

Staples, Inc. (2)(5)(7)(12) ...... -- 3,954,700 11.9

Palisade Private Partnership

LP (13) ......................... 96,000 1,748,999 5.5

Concentric Network

Corporation (7)(14) ............. 87,501 1,662,503 5.2

Sandler Capital Entities (15)..... -- 1,575,000 4.7

Other Selling

Stockholders

Hikari Tsushin Inc. (16) ......... 35,000 665,004 2.1

Dawn Patrick (17) ................ 8,750 166,250 0.5

-------------

(1) Includes 3,521,583 shares of common stock held by RDF Ventures LLC, 37,800

shares of common stock held by the RDF 1999 Family Trust, warrants to

purchase 699,717 shares of common stock at an exercise price of $0.97 per

share, warrants to purchase 291 shares of common stock at an exercise

price of $3.43 per share and currently exercisable options to purchase

1,750,000 shares of common stock at a weighted average price of $0.83 per

share.

(2) Post-offering columns reflect the sale to Staples, Inc. of 75,000 shares

of common stock, upon the exercise of options which is expected to occur

on the day after the registration statement relating to our initial public

offering becomes effective.

(3) Includes 350,000 shares of common stock held by Forman Capital Partners I,

LP, warrants to purchase 548,247 shares of common stock at an exercise

price of $0.97 per share and warrants to purchase 980 shares of common

stock at an exercise price of $3.43 per share.

(4) Includes 1,499,999 shares of common stock owned by Palisade Private

Partnership LP and a warrant to purchase 420,000 shares of common stock at

an exercise price of $2.14 per share. Mr. Hoffman is a member of Palisade

Private Holdings, LLC, the General Partner of Palisade Private Partnership

LP. Mr. Hoffman shares voting and investment power with respect to all

shares beneficially owned by Palisade Private Partnership LP.

(5) Post-offering columns reflect the sale to Staples, Inc. of 75,000 shares

of common stock, expected to occur on the day after the registration

statement relating to our initial public offering becomes effective.

(6) Includes warrants to purchase 110,835 shares of common stock at an

exercise price of $0.36 per share and warrants to purchase 110,835 shares

of common stock at an exercise price of $0.86 per share. Also includes

4,014,451 shares of common stock owned by Capital Express, LLC and

warrants to purchase 918,239 shares of common stock at an exercise price

of $0.97 per share held by Capital Express LLC. Mr. Cohen is the managing

member of Capital Express, LLC. Mr. Cohen shares voting and investment

power with respect to all shares beneficially owned by Capital Express,

LLC.

(7) Post-offering columns reflect the sale by Capital Express LLC to Staples,

Inc. of warrants to purchase 918,239 shares of common stock, which is

expected to occur on the day after the registration statement relating to

our initial public offering becomes effective.

(8) Includes 931,000 shares of common stock and warrants to purchase 186,200

shares of common stock at an exercise price of $3.43 per share owned by

Sandler Capital IV Partners, LP; and 381,500 shares of common stock and

warrants to purchase 76,300 shares of common stock at an exercise price of

$3.43 per share owned by Sandler Capital IV FTE Partners, LP. Ms. McCuen

is a Vice President of Sandler Capital Management and may be deemed to

share voting and investment power with respect to all shares beneficially

owned by the Sandler Capital Entities. Ms. McCuen disclaims beneficial

ownership of such shares except to the extent of her pecuniary interest in

these entities.

(9) Includes warrants to purchase 277,085 shares of common stock at an exercise

price of $0.36 per share, 249,085 shares of common stock at an exercise

price of $0.86 per share, 153,696 shares of common stock at an exercise

price of $0.97 per share and warrants to purchase 1,386 shares of common

stock at an exercise price of $3.43 per share. Mr. Greif disclaims

beneficial ownership of an aggregate of 218,750 shares of common stock

underlying these warrants, which he has informed us he holds on behalf of

a group of business associates and family members. Also includes 4,564,000

shares of common stock owned by Internet Web Builders, LLC. Mr. Greif is

the managing member and majority owner of Internet Web Builders, LLC and

shares voting and investment power with respect to all shares beneficially

owned by Internet Web Builders, LLC. Mr. Greif's address is c/o Internet

Web Builders, LLC, 1270 Avenue of the Americas, Suite 1905, New York, New

York 10019.

(10) Includes warrants to purchase 918,239 shares of common stock at an

exercise price of $0.97 per share. The address of Capital Express, LLC is

1100 Valleybrook Avenue, Lyndhurst, New Jersey 07071.

(11) The address of Internet Web Builders, LLC is 1270 Avenue of the Americas,

Suite 1905, New York, New York 10019.

(12) Includes warrants to purchase 700,000 shares of common stock at an

exercise price of $.0029 per share and 24,136 shares of common stock at an

exercise price of $3.43 per share. The address of Staples, Inc. is 500

Staples Drive, Framingham, Massachusetts 01702.

(13) Includes warrants to purchase 420,000 shares of common stock at an

exercise price of $2.14 per share. The address of Palisade Private

Partnership LP is One Bridge Plaza, Fort Lee, New Jersey 07024.

(14) Includes warrants to purchase 291,669 shares of common stock at an

exercise price of $3.43 per share. The address of Concentric Network

Corporation is 1400 Parkmoor Avenue, San Jose, California 95126.

(15) Includes 931,000 shares of common stock and warrants to purchase 186,200

shares of common stock at an exercise price of $3.43 per share owned by

Sandler Capital IV Partners, LP; and 381,500 shares of common stock and

warrants to purchase 76,300 shares of common stock at an exercise price of

$3.43 per share owned by Sandler Capital IV FTE Partners, LP. The address

of the Sandler Capital Entities is 767 Fifth Avenue, 45th Floor, New York,

New York 10153.

(16) The address of Hikari Tsushin Inc. is 1285 Avenue of the Americas, 35th

Floor, New York, New York 10019.

(17) The address of Dawn Patrick is 1237 Knickerbocker Avenue, Mamaroneck, New

York 10543.

DESCRIPTION OF CAPITAL STOCK

General

The following description of our common stock and preferred stock and the

relevant provisions of our amended and restated certificate of incorporation

and amended and restated bylaws as will be in effect upon the closing of this

offering are summaries and are qualified by reference to these documents. Forms

have been filed with the Securities and Exchange Commission as exhibits to our

registration statement, of which this prospectus forms a part.

Upon the closing of this offering, our authorized capital stock will

consist of 200,000,000 shares of common stock, par value $0.0001 per share, and

5,000,000 shares of preferred stock, par value $0.0001 per share.

Common Stock

As of December 31, 1999, there were 25,759,380 shares of common stock

outstanding held of record by stockholders, after giving effect to the

conversion of our outstanding preferred stock. Holders of common stock are

entitled to one vote for each share held on all matters submitted to a vote of

stockholders and do not have cumulative voting rights. Accordingly, holders of

a majority of the shares of common stock entitled to vote in any election of

directors may elect all of the directors standing for election. Holders of

common stock are entitled to receive ratably those dividends, if any, as the

board of directors may declare out of funds legally available for the payment

of dividends, subject to any preferential dividend rights of any outstanding

preferred stock. If we liquidate, dissolve or wind up the company, the holders

of our common stock will be entitled to receive ratably our net assets

available after the payment of all debts and liabilities and after the prior

rights of any outstanding preferred stock have been satisfied. Holders of the

common stock have no preemptive, subscription, redemption or conversion rights.

The outstanding shares of common stock are, and the shares that we are offering

will be, when issued, after payment of consideration, fully paid and

nonassessable. The rights, preferences and privileges of holders of common

stock are subject to, and may be adversely affected by, the rights of the

holders of preferred stock that we may designate and issue in the future.

Preferred Stock

As of the date of this prospectus, there were no outstanding shares of

preferred stock, other than the 4,694,333 shares of Series A Convertible

Preferred Stock, all of which will be converted into common stock upon the

consummation of the offering. Following the conversion of all outstanding

shares of Series A Preferred Stock upon the consummation of this offering, no

shares of preferred stock will be outstanding. Upon the consummation of this

offering, the board of directors will be authorized, without further

stockholder approval, to issue from time to time up to an aggregate of

5,000,000 shares of preferred stock in one or more series and to fix or alter

the designations, preferences, rights and any qualifications, limitations or

restrictions of the shares of each series of preferred stock, including the

dividend rights, dividend rates, conversion rights, voting rights, terms of

redemption, including sinking fund provisions, redemption price or prices,

liquidation preferences and the number of shares constituting any series or

designation of series. We have no present plans to issue any shares of

preferred stock.

Warrants

As of December 31, 1999, there were warrants outstanding to purchase a

total of 6,155,675 shares of common stock, including:

Shares Issuable Exercise Price

Upon Exercise Per Share Expiration Date

----------------- --------------- ----------------

350,000 $ 0.36 January 2003

350,000 0.86 January 2003

2,397,501 0.97 June 2005

221,669 0.36 May 2003

221,669 0.86 May 2003

3,500 0.43 September 2008

29,999 0.57 February 2009

5,250 0.57 March 2009

420,000 2.14 February 2004

185,490 4.08 March 2004

700,000 0.0029 May 2002

5,250 1.43 May 2009

308,959 4.08 May 2004

5,250 1.57 June 2009

938,888 3.43 June 2004

12,250 2.86 November 2009

The warrants are subject to customary adjustments for stock splits,

mergers, reclassification and similar transactions.

Options

Options to purchase a total of 7,350,000 shares of common stock may be

granted under our stock option plans. This share reserve will automatically be

increased on the first trading day of January of each calendar year, beginning

in January 2001, by a number of shares equal to 2% of the total number of

shares of common stock outstanding on the last trading day of the prior

calendar year, but no such annual increase will exceed 1,750,000 shares. As of

December 31, 1999, there were outstanding options to purchase a total of

1,492,435 shares of common stock. In addition, as of December 31, 1999, there

were outstanding non-plan options to purchase 1,785,000 shares of common

stocks. Since we intend to file a registration statement on Form S-8 as soon as

practicable following the closing of this offering, any shares issued upon

exercise of these options will be immediately available for sale in the public

market, subject to the terms of lock-up agreements entered into with the

underwriters.

Registration Rights

Under the terms of our registration rights agreement, dated as of June 30,

1999, and other existing registration rights after the consummation of this

offering, the holders of 29,894,846 shares of common stock and shares of common

stock issuable upon the exercise of outstanding options and warrants will be

entitled to have us register their shares under the Securities Act. These

holders will be entitled to exercise a total of up to six demands for the

registration of their shares and securities under the Securities Act, subject

to certain limitations. The registration rights agreement also entitles these

holders to piggyback registration rights with respect to the registration of

their shares under the Securities Act, subject to various limitations. Although

the Company has permitted the selling stockholders to include shares of common

stock in this offering in connection with the underwriters' over-allotment

option, piggyback registration rights to include shares in this offering have

been waived.

The registration rights are subject to specified conditions and

limitations, among them the right of the underwriters of an offering to limit

the number of shares of common stock held by security holders with registration

rights to be included in a registration. In addition, we have a right,

exercisable only once in any 12-month period, to defer or delay the

registration process for a period of up to 90 days if our board of directors

determines that registration would not be in our best interests at that time.

We also have the right not to effect a demand registration within 180 days

after the effective date of any prior underwritten registration of our common

stock. We are generally required to bear all of the expenses of these

registrations, except underwriting discounts and selling commissions. If we

restriction under the Securities Act immediately upon effectiveness of the

registration.

Anti-Takeover Effects of Provisions of Delaware Law and Our Amended and

Restated Certificate of Incorporation and Amended and Restated Bylaws

Delaware Law. We are subject to the provisions of Section 203 of the

Delaware General Corporation Law. Subject to some exceptions, Section 203

prohibits a publicly held Delaware corporation from engaging in a "business

combination" with an "interested stockholder" for a period of three years after

the date of the transaction in which the person became an interested

stockholder, unless the interested stockholder attained that status with the

approval of the board of directors or unless the business combination is

approved in a prescribed manner. Generally, "business combinations" mean

mergers, asset sales and other transactions resulting in a financial benefit to

the interested stockholder. Subject to various exceptions, an "interested

stockholder" is a person who, together with affiliates and associates, owns, or

within three years did own, 15% or more of the corporation's voting stock. This

statute could prohibit or delay mergers or other attempts to effect a change in

control and, accordingly, may discourage attempts to acquire us.

Amended and Restated Certificate of Incorporation and Amended and Restated

Bylaws. Various provisions of our amended and restated certificate of

incorporation and our amended and restated bylaws, which provisions will be in

effect upon the consummation of this offering, are summarized in the following

paragraphs. These provisions may be deemed to have an anti-takeover effect and

may delay, defer or prevent a tender offer or takeover attempt that a

stockholder might consider in its best interest, including those attempts that

might result in a premium over the market price for the shares held by

stockholders.

Board Vacancies and Removals. Our amended and restated certificate of

incorporation authorizes the board of directors to fill vacant directorships or

increase the size of the board of directors, which may delay a stockholder from

removing incumbent directors and simultaneously gaining control of the board of

directors by filling the vacancies created by the removal with its own

nominees. The amended and restated certificate of incorporation also provides

that directors may be removed by stockholders only for cause and only by the

affirmative vote of holders of two-thirds of the outstanding shares of voting

stock.

Stockholder Action; Special Meeting of Stockholders. Our amended and

restated bylaws provide that stockholders may not act by written consent. The

amended and restated bylaws

further provide that special meetings of our stockholders may be called only by

a majority of the board of directors, the Chairman or the President.

Advance Notice Requirements for Stockholder Proposals and Director

Nominations.

Our amended and restated bylaws provide that stockholders seeking to bring

business before an annual meeting of stockholders, or to nominate candidates

for election as directors at an annual meeting of stockholders, must provide

timely notice to us in writing. To be timely, a stockholder's notice must be

received at our principal executive offices not less than 90 days nor more than

120 days prior to the anniversary date of the immediately preceding annual

meeting of stockholders. In the event that the annual meeting is called for a

date that is not within 30 days before or 70 days after the anniversary date,

in order to be timely, notice from the stockholder must be received:

o not earlier than 120 days prior to the annual meeting of stockholders;

and

o not later than 90 days prior to the annual meeting of stockholders or the

tenth day following the date on which notice of the annual meeting was

made public.

In the case of a special meeting of stockholders called for the purpose of

electing directors, notice by the stockholder, in order to be timely, must be

received:

o not earlier than 120 days prior to the special meeting; and

o not later than 90 days prior to the special meeting or the close of

business on the tenth day following the day on which public disclosure of

the date of the special meeting was made.

Our amended and restated bylaws also specify requirements as to the form

and content of a stockholder's notice. These provisions may preclude

stockholders from bringing matters before an annual or special meeting of

stockholders or from making nominations for directors at an annual or special

meeting of stockholders.

Authorized But Unissued Shares. The authorized but unissued shares of

common stock and preferred stock are available for future issuance without

stockholder approval, subject to various limitations imposed by the Nasdaq

National Market. These additional shares may be utilized for a variety of

corporate purposes, including future public offerings to raise additional

capital, corporate acquisitions, as part of a poison pill defense and employee

benefit plans. The existence of authorized but unissued shares of common stock

and preferred stock could make more difficult or discourage an attempt to

obtain control over us by means of a proxy contest, tender offer, merger or

otherwise.

Supermajority Vote to Amend Our Amended and Restated Certificate of

Incorporation and Amended and Restated Bylaws. The Delaware General Corporation

Law provides generally that the affirmative vote of a majority of the shares

entitled to vote on any matter is required to amend a corporation's certificate

of incorporation or bylaws, unless a corporation's certificate of incorporation

or bylaws, as the case may be, requires a greater percentage. Our amended and

restated certificate of incorporation will impose a two-thirds supermajority

vote requirement in connection with various corporate governance actions and

the amendment of various provisions of our amended and restated certificate of

incorporation, including those provisions relating to special meetings of

stockholders. In addition, a two-thirds supermajority vote of stockholders will

be required to amend our amended and restated bylaws.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock

Transfer and Trust Company.

Listing

We have applied to have our common stock approved for quotation on The

Nasdaq National Market under the trading symbol "RCOM."

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of our common stock in the public market

could adversely affect prevailing market prices of our common stock. Upon the

consummation of this offering, we will have outstanding an aggregate of

30,761,132 shares of our common stock, based on the number of shares

outstanding at January 31, 2000 and assuming no exercise of the underwriters'

over-allotment option and no exercise of outstanding options and warrants. Of

these shares, all shares sold in this offering will be freely tradeable without

restriction or further registration under the Securities Act unless these

shares are purchased by "affiliates" as that term is defined in Rule 144 under

the Securities Act. This leaves shares eligible for sale in the public market

as follows:

Number of

Shares Date

------------------ -----------------------------------------------------------

5,000,000 After the date of this prospectus, freely tradeable shares

sold in this offering.

26,880 After 90 days from the date of this prospectus, shares

eligible for resale under Rule 144 (subject in some cases

to volume restrictions).

23,245,177 After 180 days from the date of this prospectus, the

180-day lock-up will be released and these shares will be

eligible for sale in the public market under Rule 144

(subject in some cases to volume restrictions), Rule

144(k) or Rule 701.

2,312,325 After one year from the date of the effectiveness of the

registration statement relating to our initial public

offering, these shares, which are held by Staples, will be

eligible for sale in the public market under Rule 144

(subject to volume restrictions).

The remaining 176,750 shares of common stock held by existing stockholders

are "restricted securities" as defined in Rule 144. Restricted securities may

be sold in the public market only if registered or if they qualify for an

exemption from registration under Rules 144 or 701 under the Securities Act,

which rules are summarized below.

Lock-up Agreements

All of our directors and executive officers and stockholders beneficially

owning at least 95% of our common stock prior to the offering have signed

lock-up agreements with the underwriters, which generally require them not to

transfer or otherwise dispose of, directly or indirectly, any shares of our

common stock or any securities convertible into or exercisable or exchangeable

for shares of our common stock for 180 days after the date of this prospectus,

except under limited circumstances. Deutsche Bank Securities may waive, in its

sole discretion, these lock-up restrictions. See "Underwriting--Lock-up." In

addition, Staples, Inc. has executed a lock-up with us, which generally

requires it not to transfer or otherwise dispose of any of our securities for a

period of one year following the date of our initial public offering, unless

the initial public offering is not consummated by May 2000 or if the transfer

is to an affiliate of Staples.

Rule 144

In general, under Rule 144 as currently in effect, beginning 90 days after

the date of this prospectus, a person who has beneficially owned shares of our

common stock for at least one year would be entitled to sell within any

three-month period a number of shares that does not exceed the greater of 1% of

the number of shares of common stock then outstanding, which will equal

approximately 307,611 shares immediately after the offering, or the average

weekly trading volume of the common stock on the Nasdaq National Market during

the four

calendar weeks preceding the filing of a notice on Form 144 with respect to the

sale. Sales under Rule 144 are also subject to manner-of-sale provisions,

notice requirements and the availability of current public information about

us.

Rule 144(k)

Under Rule 144(k), a person who is not one of our affiliates at any time

during the 90 days preceding a sale and who has beneficially owned the shares

proposed to be sold for at least two years, including the holding period of any

prior owner other than an affiliate, is entitled to sell shares without

complying with the manner of sale, public information, volume limitation or

notice provisions of Rule 144. Therefore, unless otherwise restricted, "144(k)

shares" could be sold immediately upon consummation of this offering.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect,

each of our employees, consultants or advisors who purchases shares from us in

connection with a compensatory stock plan or other written agreement is

eligible to resell such shares 90 days after the effective date of this

offering in reliance on Rule 144, but without compliance with certain

restrictions, including the holding period, contained in Rule 144.

Registration Rights

After this offering, the holders of 29,894,846 shares of common stock and

shares of common stock issuable upon the exercise of outstanding options and

warrants will be entitled to rights with respect to the registration of those

shares under the Securities Act. See "Description of Capital

Stock--Registration Rights." After registration and resale under a registration

statement, these shares of our common stock become freely tradeable without

restriction under the Securities Act. These sales could have a material adverse

effect on the trading price of our common stock.

Form S-8

We intend to file a registration statement on Form S-8 under the

Securities Act covering 11,243,435 shares of common stock reserved for issuance

under our stock option plans and employee stock purchase plan and the shares

reserved for issuance upon exercise of outstanding non-plan options and some of

our warrants. We expect this registration statement to be filed and to become

effective as soon as practicable after the effective date of this offering.

UNDERWRITING

We intend to offer our common stock through a number of underwriters.

Deutsche Bank Securities Inc., Thomas Weisel Partners LLC, Legg Mason Wood

Walker, Incorporated and SoundView Technology Group, Inc. are acting as

representatives of each of the underwriters named below. Subject to the terms

and conditions set forth in an underwriting agreement among us and the

underwriters, we have agreed to sell to the underwriters, and each of the

underwriters severally and not jointly has agreed to purchase from us, the

number of shares of common stock set forth opposite its name below.

Number of

Underwriter Shares

-------------------------------------------------- ----------

Deutsche Bank Securities Inc. ................

Thomas Weisel Partners LLC ...................

Legg Mason Wood Walker, Incorporated .........

SoundView Technology Group, Inc. .............

----------

Total ......................................

In the underwriting agreement, the several underwriters have agreed,

subject to the terms and conditions set forth in the underwriting agreement, to

purchase all of the shares of common stock being sold under the terms of the

underwriting agreement if any of the shares of common stock being sold under

the terms of the underwriting agreement are purchased. In the event of a

default by an underwriter, the underwriting agreement provides that the

underwriting commitments of the nondefaulting underwriters may be increased or

the underwriting agreement may be terminated depending upon the amount of

shares of common stock that the defaulting underwriter was to have purchased.

We have agreed to indemnify the underwriters against liabilities,

including liabilities under the Securities Act, liabilities arising from

breaches of representations and warranties contained in the underwriting

agreement, and liabilities incurred in connection with the directed share

program referred to below, or to contribute to payments the underwriters may be

required to make in respect of those liabilities.

The shares of common stock are being offered by the several underwriters,

subject to prior sale, when, as and if issued to and accepted by them, subject

to:

o the representations and warranties made by us to the underwriters being

true;

o there being no change in the financial markets; and

o our delivering customary closing documents to the underwriters, including

opinions of counsel.

The underwriters reserve the right to withdraw, cancel or modify such

offer and to reject orders in whole or in part.

Thomas Weisel Partners LLC, one of the representatives of the

underwriters, was organized and registered as a broker-dealer in December 1998.

Since December 1998, Thomas Weisel Partners LLC has been named as a lead or

co-manager on 115 filed public offerings of equity securities, of which 82 have

been completed, and has acted as a syndicate member in an additional 56 public

offerings of equity securities. Thomas Weisel Partners LLC does not

have any material relationship with us or any of our officers, directors or

other controlling persons, except with respect to its contractual relationship

with us under the underwriting agreement entered into in connection with this

offering.

Robert H. Lessin, Co-Chief Executive Officer of SoundView Technology

Group, Inc.'s affiliate, Wit Capital Corporation, serves as a member of our

Board of Advisors and received warrants to purchase 5,250 shares of our common

stock as consideration for his services. In addition to his option and warrant

holdings, Mr. Lessin owned 746,666 shares of our common stock at December 15,

1999. Except for its participation as a manager in this offering and Mr.

Lessin's relationship with us, Wit Capital Corporation has no relationship with

us or any of our founders or significant stockholders.

A prospectus in electronic format is being made available on an Internet

website maintained by Wit Capital Corporation. In addition, other dealers

purchasing shares from Wit SoundView in this offering have agreed to make a

prospectus in electronic format available on websites maintained by each of

these dealers.

Legg Mason Wood Walker, Incorporated acted as our financial advisor in

connection with the private placement of our Exchangeable Preferred Stock that

occurred in March 1999, our common stock that occurred in May 1999, and our

Series A Convertible Preferred Stock that occurred in June and July of 1999,

for which we received aggregate net proceeds of $25.7 million. We paid an

advisory fee to Legg Mason Wood Walker, Incorporated for its services,

consisting of $1.1 million in cash and warrants to purchase 494,449 shares of

our common stock at a price of $4.08 per share and gave them piggyback

registration rights with respect to the common stock issuable upon exercise of

their warrants. At present, none of these warrants have been exercised. We also

agreed that Legg Mason could be included as a managing underwriter in

connection with our initial public offering.

Commissions and Discounts

The representatives have advised us that the underwriters propose

initially to offer the shares of common stock to the public at the initial

public offering price set forth on the cover page of this prospectus, and to

certain dealers at such price less a concession not in excess of $ per

share of common stock. The underwriting discount is equal to the initial public

offering price per share less the amount paid to us per share and is intended

to be 7% of the initial public offering price. The underwriters may allow, and

such dealers may reallow, a discount not in excess of $ per share of common

stock on sales to other dealers. After the initial public offering, the public

offering price, concession and discount may change.

The following table shows the per share and total public offering price,

underwriting discount to be paid by us to the underwriters and the proceeds

before expenses to us. Other than the per share information, this information

is presented assuming either no exercise or full exercise by the underwriters

of the over-allotment option.

Per Share Without Option With Option

----------- ---------------- ------------

Public offering price ............ $ $ $

Underwriting discount ............ $ $ $

Proceeds, before expenses,

to Register.com, Inc. .......... $ $ $

The expenses of the offering, exclusive of the underwriting discount, are

estimated at $1.2 million and are payable by us.

Over-allotment Option

We and the selling stockholders have granted an option to the

underwriters, exercisable for 30 days after the date of this prospectus, to

purchase up to an aggregate of 750,000 additional shares of our common stock at

the public offering price set forth on the cover page of this prospectus, less

the underwriting discount. The underwriters may exercise this option solely to

cover over-allotments, if any, made on the sale of our common stock offered

hereby. To the extent that the underwriters exercise this option, each

underwriter will be obligated, subject to the conditions stated above, to

purchase a number of additional shares of our common stock proportionate to

such underwriter's initial amount reflected in the first paragraph of this

section.

Reserved Shares

At our request, the underwriters have reserved for sale, at the initial

public offering price, up to approximately 7.5% of the shares offered hereby to

be sold to some of our directors, officers, employees, business associates and

family members of these persons. The number of shares of our common stock

available for sale to the general public will be reduced to the extent that

those persons purchase the reserved shares. Any reserved shares which are not

orally confirmed for purchase within one day of the pricing of the offering

will be offered by the underwriters to the general public on the same terms as

the other shares offered by this prospectus. Reserved shares will not be

subject to a lock-up except as may be required by the Conduct Rules of the

National Association of Securities Dealers. These rules will require that some

purchasers of reserved shares be subject to three-month lock-ups if they are

affiliated with or associated with NASD members or if they or members of their

immediate families hold senior positions at financial institutions.

Lock-up

We and our executive officers and directors and stockholders beneficially

owning at least 95% in the aggregate of our common stock prior to the offering,

including all principal stockholders, have agreed that subject to limited

exceptions, without the prior written consent of Deutsche Bank Securities Inc.

for a period of 180 days after the date of this prospectus, will not directly

or indirectly:

o offer, sell or otherwise dispose of or transfer any shares of our common

stock or securities convertible into or exchangeable or exercisable for

our common stock, or file a registration statement under the Securities

Act with respect to any shares of our common stock; or

o enter into any swap or other agreement that transfers the economic

benefit of ownership of our common stock.

Deutsche Bank Securities Inc. may waive, in its sole discretion, these

lock-up restrictions.

Nasdaq National Market Quotation

We have applied to have our common stock approved for quotation on The

Nasdaq National Market under the symbol "RCOM."

Before this offering, there has been no public market for our common

stock. The initial public offering price will be determined through

negotiations among us and the representatives. The primary factors to be

considered in determining the initial public offering price will include:

o prevailing market conditions;

o the valuation multiples of publicly traded companies that the

representatives believe are comparable to us;

o our recent historical financial information;

o our prospects; and

o an assessment of our management.

There can be no assurance that an active trading market will develop for

our common stock or that our common stock will trade in the public market

subsequent to the offering at or above the initial public offering price.

The underwriters do not expect sales of our common stock to any accounts

over which they exercise discretionary authority to exceed 5% of the number of

shares offered in this offering.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of our common stock is completed, rules of the

Securities and Exchange Commission may limit the ability of the underwriters to

bid for and purchase our common stock. As an exception to these rules, the

representatives are permitted to engage in transactions that stabilize the

price of our common stock. Such transactions consist of bids or purchases for

the purpose of pegging, fixing or maintaining the price of our common stock.

If the underwriters create a short position in our common stock in

connection with the offering, that is, if they sell more shares of our common

stock than are set forth on the cover page of this prospectus, the

representatives may reduce that short position by purchasing our common stock

in the open market. The representatives may also elect to reduce any short

position by exercising all or part of the over-allotment option described

above.

The representatives may also impose a penalty bid on underwriters. This

means that if the representatives purchase shares of our common stock in the

open market to reduce the underwriters' short position or to stabilize the

price of our common stock, they may reclaim the amount of the selling

concession from the underwriters and selling group members who sold those

shares.

In general, purchases of a security for the purpose of stabilization or to

reduce a short position could cause the price of the security to be higher than

it might be in the absence of such purchases. The imposition of a penalty bid

might also have an effect on the price of our common stock to the extent that

it discourages resales of our common stock.

Neither we nor any of the underwriters makes any representation or

prediction as to the direction or magnitude of any effect that the transactions

described above may have on the price of our common stock. In addition, neither

we nor any of the underwriters makes any representation that the

representatives will engage in such transactions or that such transactions,

once commenced, will not be discontinued without notice.

LEGAL MATTERS

The validity of the common stock that we are offering will be passed upon

for us by Brobeck, Phleger & Harrison LLP, New York, New York. Certain legal

matters in connection with the offering will be passed upon for the

underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.

Skadden, Arps, Slate, Meagher & Flom LLP has from time to time represented, and

may continue to represent, us in connection with certain legal matters. Stuart

D. Levi, a partner in the firm of Skadden, Arps, Slate, Meagher & Flom LLP,

serves as a member of our Board of Advisors and as of December 31, 1999 held

warrants to purchase 5,250 shares of common stock.

EXPERTS

The financial statements as of December 31, 1998 and 1999, and for each of

the three years in the period ended December 31, 1999, included in this

prospectus have been so included in reliance on the report of

PricewaterhouseCoopers LLP, independent accountants, given on the authority of

said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration

statement on Form S-1, including exhibits, schedules and amendments filed with

the registration statement, under the Securities Act with respect to the common

stock to be sold in this offering. This prospectus does not contain all of the

information set forth in this registration statement. For further information

about us and the shares of common stock to be sold in the offering, please

refer to the registration statement. For additional information, please refer

to the exhibits that have been filed with our registration statement on Form

S-1.

You may read and copy all or any portion of the registration statement or

any other information that we file at the Securities and Exchange Commission's

public reference room at 450 Fifth Street, N.W., Washington, D.C., 20549. You

can request copies of these documents upon payment of a duplicating fee, by

writing to the Securities and Exchange Commission. Please call the Securities

and Exchange Commission at 1-800-SEC-0330 for further information about the

public reference rooms. Our Securities and Exchange Commission filings,

including the registration statement, will also be available on the Securities

and Exchange Commission's website (http://www.sec.gov).

As a result of the offering, we will become subject to the information and

reporting requirements of the Securities Exchange Act of 1934, as amended, and,

in accordance with these requirements, will file periodic reports, proxy

statements and other information with the Securities and Exchange Commission.

We intend to provide our stockholders annual reports containing financial

statements audited by our independent auditors and to make available quarterly

reports containing unaudited financial data for the first three quarters of

each fiscal year.

Index to Financial Statements

Page

-----

Report of Independent Accountants ................................................... F-2

Financial Statements

Balance Sheets at December 31, 1998 and 1999 ...................................... F-3

Statements of Operations for the years ended December 31, 1997, 1998 and 1999 ..... F-4

Statements of Stockholders' (Deficit) Equity for the years ended December 31, 1997,

1998 and 1999 .................................................................... F-5

Statements of Cash Flows for the years ended December 31, 1997, 1998 and 1999 ..... F-6

Notes to Financial Statements ..................................................... F-7

F-1

Report of Independent Accountants

To the Board of Directors and

Stockholders of Register.com, Inc.

In our opinion, the accompanying balance sheets and the related statements

of operations, stockholders' (deficit) equity and cash flows present fairly, in

all material respects, the financial position of Register.com, Inc. at December

31, 1998 and 1999, and the results of its operations and its cash flows for

each of the three years in the period ended December 31, 1999 in conformity

with accounting principles generally accepted in the United States. These

financial statements are the responsibility of the Company's management; our

responsibility is to express an opinion on these financial statements based on

our audits. We conducted our audits of these statements in accordance with

auditing standards generally accepted in the United States, which require that

we plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free of material misstatement. An audit includes

examining, on a test basis, evidence supporting the amounts and disclosures in

the financial statements, assessing the accounting principles used and

significant estimates made by management, as well as evaluating the overall

financial statement presentation. We believe that our audits provide a

reasonable basis for our opinion.

PricewaterhouseCoopers LLP

New York, New York

January 31, 2000

F-2

Balance Sheet

Pro Forma

December 31,

--------------------------------- December 31,

1998 1999 1999

-------------- ---------------- ---------------

(Unaudited)

Assets

Current assets

Cash and cash equivalents ........................................ $ 1,284,648 $ 40,944,122 $ 40,944,122

Short-term investments ........................................... -- 4,723,050 4,723,050

Accounts receivable, less allowance of $65,947 and $314,516,

respectively ................................................... 67,509 2,516,186 2,516,186

Prepaid domain name registry fees ................................ -- 4,954,730 4,954,730

Deferred tax asset ............................................... -- 8,578,045 8,578,045

Deferred offering costs .......................................... -- 390,000 390,000

Other current assets ............................................. 3,925 195,196 195,196

------------ ------------- -------------

Total current assets .......................................... 1,356,082 62,301,329 62,301,329

Fixed assets, net ................................................. 224,300 2,458,386 2,458,386

Prepaid domain name registry fees, net of current portion ......... -- 3,576,331 3,576,331

Other assets ...................................................... 30,643 -- --

------------ ------------- -------------

Total assets .................................................. $ 1,611,025 $ 68,336,046 $ 68,336,046

============ ============= =============

Liabilities and Stockholders' Equity

Current liabilities

Accounts payable and accrued expenses ............................ $ 610,474 $ 8,513,079 $ 8,513,079

Income taxes payable ............................................. -- 5,608,198 5,608,198

Deferred revenue, net ............................................ 113,527 18,193,871 18,193,871

Capital lease obligations, current portion ....................... 10,425 5,967 5,967

Notes payable .................................................... 52,040 -- --

Other current liabilities ........................................ -- 166,857 166,857

------------ ------------- -------------

Total current liabilities ..................................... 786,466 32,487,972 32,487,972

------------ ------------- -------------

Deferred revenue, net of current portion .......................... -- 13,907,361 13,907,361

Capital lease obligations, net of current portion ................. 1,779 27,858 27,858

------------ ------------- -------------

Total liabilities ............................................. 788,245 46,423,191 46,423,191

------------ ------------- -------------

Commitments and contingencies

Stockholders' equity

Preferred stock -- $.0001 par value, 5,000,000 shares authorized;

Series A convertible preferred; none issued and outstanding at

December 31, 1997 and 1998, 4,694,333 issued and outstanding

at December 31, 1999 and none issued and outstanding pro

forma (liquidation preference of $16,094,844) .................. -- 469 --

Common stock -- $.0001 par value, 60,000,000 shares authorized;

17,295,882, and 21,065,047 shares issued and outstanding at

December 31, 1998 and 1999, respectively, 25,759,380 issued

and outstanding pro forma ...................................... 1,729 2,106 2,575

Additional paid-in capital ....................................... 4,301,871 36,709,821 36,709,821

Unearned compensation ............................................ (105,967) (2,647,770) (2,647,770)

Accumulated deficit .............................................. (3,374,853) (12,151,771) (12,151,771)

------------ ------------- -------------

Total stockholders' equity .................................... 822,780 21,912,855 21,912,855

------------ ------------- -------------

Total liabilities and stockholders' equity .................... $ 1,611,025 $ 68,336,046 $ 68,336,046

============ ============= =============

The accompanying notes are an integral part of these financial statements.

F-3

Statement of Operations

Year Ended December 31,

--------------------------------------------------

1997 1998 1999

---- ---- ----

Net revenues .............................................. $ 713,263 $ 1,319,359 $ 9,644,552

Cost of revenues .......................................... 191,539 461,152 3,082,499

---------- ------------ ------------

Gross profit ........................................... 521,724 858,207 6,562,053

---------- ------------ ------------

Operating costs and expenses

Sales and marketing ...................................... 366,975 863,720 7,149,693

Research and development ................................. 71,471 276,687 1,767,158

General and administrative (exclusive of non-cash

compensation) .......................................... 263,017 795,425 2,380,190

Non-cash compensation .................................... -- 149,682 4,929,200

---------- ------------ ------------

Total operating cost and expenses ...................... 701,463 2,085,514 16,226,241

---------- ------------ ------------

Loss from operations ...................................... (179,739) (1,227,307) (9,664,188)

Other income (expenses), net .............................. (25,787) 66,559 887,270

---------- ------------ ------------

Net loss ............................................... $ (205,526) $ (1,160,748) $ (8,776,918)

========== ============ ============

Basic and diluted net loss per share ................... $ (.02) $ (.07) $ (.46)

========== ============ ============

Weighted average common shares used in basic

and diluted net loss per share ........................ 8,884,709 15,697,013 19,117,027

========== ============ ============

Pro forma basic and diluted net loss per share

(unaudited) .............................................. $ (.40)

============

Weighted average common shares used in pro forma

basic and diluted net loss per share (unaudited) ......... 22,112,252

============

The accompanying notes are an integral part of these financial statements.

F-4

Statement of Stockholders' (Deficit) Equity

Exchangeable Series A Convertible

Preferred Stock Preferred Stock Common Stock

-------------------------- ---------------------- ----------------------

Shares Amount Shares Amount Shares Amount

--------------- --------- ------------ -------- ------------ --------

Balance at January 1,

1997 .................... -- $ -- -- $ -- 8,884,218 $ 888

Issuance of common

stock in

connection with

notes payable .......... -- -- -- -- 11,200 1

Net loss ................ -- -- -- -- -- --

-- ------- -- ----- --------- ------

Balance at December

31, 1997 ................ -- -- -- -- 8,895,418 889

Issuance of common

stock in exchange

for accrued

compensation ........... -- -- -- -- 945,000 95

Exercise of warrants

issued in

connection with

stockholder loans ...... -- -- -- -- 411,766 41

Conversion of

stockholder note

payable ................ -- -- -- -- 123,529 12

Sale of common

stock .................. -- -- -- -- 6,906,666 691

Issuance of common

stock in exchange

for services ........... -- -- -- -- 13,503 1

Issuance of common

stock warrants for

services ............... -- -- -- -- -- --

Issuance of

compensatory

stock options .......... -- -- -- -- -- --

Amortization of

unearned

compensation ........... -- -- -- -- -- --

Net loss ................ -- -- -- -- -- --

-- ------- -- ----- --------- ------

Balance at December

31, 1998 ................ -- -- -- -- 17,295,882 1,729

Sale of exchangeable

preferred stock ........ 1,499,999 150 -- -- -- --

Sale and issuance of

common stock and

warrants ............... -- -- -- -- 2,041,666 204

Sale and issuance of

series A

convertible

preferred stock and

warrants ............... -- -- 4,694,333 469 -- --

Conversion of

exchangeable

preferred stock to

common stock ........... (1,499,999) (150) -- -- 1,499,999 150

Issuance of common

stock warrants for

services ............... -- -- -- -- -- --

Issuance of

compensatory

stock options .......... -- -- -- -- -- --

Amortization of

unearned

compensation ........... -- -- -- -- -- --

Modification of

common stock

warrants ............... -- -- -- -- -- --

Exercise of employee

stock options .......... -- -- -- -- 175,000 18

Exercise of warrants..... -- -- -- -- 52,500 5

Net loss ................ -- -- -- -- -- --

---------- ------- --------- ----- ---------- ------

Balance at December

31, 1999 ................ -- $ -- 4,694,333 $ 469 21,065,047 $2,106

========== ======= ========= ===== ========== ======

Additional

Paid-in Unearned Accumulated

Capital Compensation Deficit Total

-------------- ----------------- ----------------- ---------------

Balance at January 1,

1997 .................... $ 1,146,546 $ -- $ (2,008,579) $ (861,145)

Issuance of common

stock in

connection with

notes payable .......... 3,999 -- -- 4,000

Net loss ................ -- -- (205,526) (205,526)

------------ ------------- -------------- ------------

Balance at December

31, 1997 ................ 1,150,545 -- (2,214,105) (1,062,671)

Issuance of common

stock in exchange

for accrued

compensation ........... 261,571 -- -- 261,666

Exercise of warrants

issued in

connection with

stockholder loans ...... 99,959 -- -- 100,000

Conversion of

stockholder note

payable ................ 44,107 -- -- 44,119

Sale of common

stock .................. 2,490,041 -- -- 2,490,732

Issuance of common

stock in exchange

for services ........... 5,786 -- -- 5,787

Issuance of common

stock warrants for

services ............... 28,887 -- -- 28,887

Issuance of

compensatory

stock options .......... 220,975 (123,475) -- 97,500

Amortization of

unearned

compensation ........... -- 17,508 -- 17,508

Net loss ................ -- -- (1,160,748) (1,160,748)

------------ ------------- -------------- ------------

Balance at December

31, 1998 ................ 4,301,871 (105,967) (3,374,853) 822,780

Sale of exchangeable

preferred stock ........ 2,840,625 -- -- 2,840,775

Sale and issuance of

common stock and

warrants ............... 6,693,293 -- -- 6,693,497

Sale and issuance of

series A

convertible

preferred stock and

warrants ............... 15,289,552 -- -- 15,290,021

Conversion of

exchangeable

preferred stock to

common stock ........... -- -- -- --

Issuance of common

stock warrants for

services ............... 721,858 -- -- 721,858

Issuance of

compensatory

stock options .......... 2,871,145 (2,871,145) -- --

Amortization of

unearned

compensation ........... -- 329,342 -- 329,342

Modification of

common stock

warrants ............... 3,878,000 -- -- 3,878,000

Exercise of employee

stock options .......... 62,482 -- -- 62,500

Exercise of warrants..... 50,995 -- -- 51,000

Net loss ................ -- -- (8,776,918) (8,776,918)

------------ ------------- -------------- ------------

Balance at December

31, 1999 ................ $ 36,709,821 $ (2,647,770) $ (12,151,771) $ 21,912,855

============ ============= ============== ============

The accompanying notes are an integral part of these financial statements.

F-5

Statement of Cash Flows

Year Ended December 31,

------------------------------------------------------

1997 1998 1999

--------------- ----------------- ----------------

Cash flows from operating activities

Net loss .......................................... $ (205,526) $ (1,160,748) $ (8,776,918)

Adjustments to reconcile net loss to net

cash provided by (used in) operating

activities

Deferred revenues .............................. (20,568) 81,489 31,987,705

Depreciation and amortization .................. 41,182 121,474 347,860

Compensatory stock options and

warrants expense ............................. 4,000 163,797 4,929,200

Deferred income taxes .......................... -- -- (8,578,045)

Changes in assets and liabilities affecting

operating cash flows

Accounts receivable ............................. (5,348) (54,605) (2,448,677)

Prepaid domain name registry fees ............... -- -- (8,531,061)

Other current assets ............................ (17,239) 22,404 (191,271)

Other assets .................................... -- (28,375) 30,643

Accounts payable and accrued expenses 80,711 161,747 2,764,386

Accrued registry fees ........................... -- -- 3,175,982

Accrued advertising ............................. -- -- 1,962,235

Income taxes payable ............................ -- -- 5,608,198

Other current liabilities ....................... -- -- 166,857

----------- ------------- ------------

Net cash provided by (used in)

operating activities ......................... (122,788) (692,817) 22,447,094

----------- ------------- ------------

Cash flows from investing activities

Purchases of fixed assets ......................... (15,578) (267,330) (2,543,715)

Deferred offering costs ........................... -- -- (390,000)

Purchases of investments .......................... -- -- (4,723,050)

----------- ------------- ------------

Net cash used in investing activities .......... (15,578) (267,330) (7,656,765)

----------- ------------- ------------

Cash flows from financing activities

Proceeds from notes payable ....................... 358,040 -- --

Repayment of notes payable ........................ (162,000) (286,000) (52,040)

Net proceeds from issuance of common

stock and warrants .............................. -- 2,490,732 6,806,999

Net proceeds from issuance of preferred

stock and warrants .............................. -- -- 18,130,796

Principal payments on capital lease

obligations ..................................... (17,903) (20,782) (16,610)

----------- ------------- ------------

Net cash provided by financing

activities ................................... 178,137 2,183,950 24,869,145

----------- ------------- ------------

Net increase in cash and cash equivalents .......... 39,771 1,223,803 39,659,474

Cash and cash equivalents at beginning of

period ............................................ 21,074 60,845 1,284,648

----------- ------------- ------------

Cash and cash equivalents at end of period ......... $ 60,845 $ 1,284,648 $ 40,944,122

=========== ============= ============

Supplemental disclosure of cash flow

information

Cash paid for interest ............................ $ 21,912 $ 14,510 $ 6,008

Cash paid for income taxes ........................ $ -- $ -- $ 2,969,847

The accompanying notes are an integral part of these financial statements.

F-6

Notes to Financial Statements

1. Nature of Business And Organization

Nature of Business

domain name registration and other online services such as web-hosting, email,

domain name forwarding and advertising. The Company has also marketed software

for creation of Internet websites.

In April 1999, the Company was selected as one of the initial five testbed

registrars by the Internet Corporation for Assigned Names and Numbers

("ICANN"), an independent non-profit organization selected by the Department of

Commerce to manage and oversee the system for generic top level domain name

registration. In June 1999, the Company commenced online registration as an

ICANN- accredited registrar of .com, .net and .org domains.

In December 1999, the Company's Board of Directors authorized management

to file a registration statement with the Securities and Exchange Commission to

permit the Company to sell shares of its common stock to the public.

Organization

The Company originally operated as Forman Interactive Corp. ("Forman"), a

New York Corporation that was formed in November 1994. Pursuant to a Merger

Agreement dated June 23, 1999 by and among Register.com, a Delaware Corporation

formed in May 1999 specifically for the purpose of this merger, and Forman, the

stockholders of Forman exchanged their shares for an equivalent number of

shares of Register.com. References herein to the operations and historical

financial information of the "Company" prior to the date of the merger refer to

the operations and historical financial information of Forman.

Stock Split

In January 2000, the Company effected a 3.5 to 1 stock split. All common

and preferred shares, options, warrants and related per-share data reflected in

the accompanying financial statements and notes thereto have been adjusted to

give retroactive effect to the stock split.

2. Summary of Significant Accounting Policies

Cash equivalents

The Company considers all highly liquid investments purchased with an

initial maturity of 90 days or less to be cash equivalents. The Company

maintains its cash balances in highly rated financial institutions. At times,

such cash balances may exceed the Federal Deposit Insurance Corporation limit.

The Company has pledged approximately $6,700,000 of its cash equivalents and

short-term investments as collateral against outstanding letters of credit.

Short-term investments

Short-term investments are classified as held-to-maturity and consist of

certificates of deposit with highly rated financial institutions with maturity

dates of less than one year, and are carried at cost.

Fixed assets

Depreciation of equipment and furniture and fixtures is provided for by

the straight-line method over their estimated useful lives of three to five

years. Amortization of leasehold improvements is provided for by the

straight-line method over the shorter of their estimated useful life or the

lease term. The costs of additions and betterments are capitalized, and repairs

and maintenance costs are charged to operations in the periods incurred.

F-7

Notes to Financial Statements -- (Continued)

Long-lived assets

The Company reviews for the impairment of long-lived assets whenever

events or circumstances indicate that the carrying amount of an asset may not

be recoverable. An impairment loss would be recognized when estimated

undiscounted future cash flows expected to result from the use of the asset and

its eventual disposition is less than its carrying amount. If such assets are

considered impaired, the amount of the impairment loss recognized is measured

as the amount by which the carrying value of the asset exceeds the fair value

of the asset, fair value being determined based upon discounted cash flows or

appraised values, depending on the nature of the asset. No such impairment

losses have been identified by the Company.

Revenue recognition

The Company's revenues are primarily derived from domain name registration

fees, advertising and online products and services.

Domain name registration fees

Registration fees charged to end-users for registration services are

recognized on a straight-line basis over the life of the registration term, two

years for initial registrations and one year for the registration renewals.

Substantially all end-user subscribers pay for services with major credit cards

for which the Company receives daily remittances from the credit card carriers.

A provision for chargebacks from the credit card carriers is included in

accounts payable and accrued expenses. Such amounts are separately recorded and

deducted from gross registration fees in determining net revenues. Referral

commissions earned by our private label and co-brand partners are deducted from

gross registration fees in determining net revenues.

Online products and services

Revenue from online products and services is recognized over the period in

which services are provided, generally monthly. Payments received in advance of

services being provided are included in deferred revenue.

Advertising

Advertising revenues are derived principally from short-term advertising

contracts in which the Company typically guarantees a minimum number of

impressions or pages to be delivered to users over a specified period of time

for a fixed fee. Advertising revenues are recognized ratably in the period in

which the advertisement is displayed, provided that no significant obligations

remain, at the lesser of the ratio of impressions delivered over total

guaranteed impressions or the straight line basis over the term of the

contract. To the extent that minimum guaranteed impressions are not met, the

Company defers recognition of the corresponding revenues until the guaranteed

impressions are achieved.

Deferred revenue

Deferred revenue primarily relates to the unearned portion of revenue

related to the unexpired term of registration fees, net of an estimate for

credit card chargebacks, deferred advertising revenue and online products and

services revenue.

Prepaid domain name registry fees

Prepaid domain name registry fees represent amounts paid to the registry

for .com, .net and .org domains for updating and maintaining the registry.

Domain name registry fees are recognized on a straight-line basis over the life

of the registration term, two years for initial registrations and one year for

the registration renewals.

F-8

Notes to Financial Statements -- (Continued)

Deferred offering costs

In connection with the Company's proposed initial public offering ("IPO"),

the Company has incurred certain costs which have been deferred. In the event

the proposed IPO is not consummated, the deferred offering costs will be

expensed.

Research and development and software development costs

Research and development costs, other than certain software development

costs, are charged to expense as incurred. Software development costs incurred

subsequent to the establishment of technological feasibility and prior to the

general release of the product or service to the public, are capitalized and

amortized to cost of revenues over the estimated useful life of the related

product or service. Software development costs eligible for capitalization have

not been significant to date.

Advertising costs

The Company expenses the costs of advertising in the period in which the

costs are incurred. Advertising expenses were approximately $49,500, $228,000,

and $4,089,000 for the years ended December 31, 1997, 1998, and 1999,

respectively.

Income taxes

The Company recognizes deferred taxes by the asset and liability method of

accounting for income taxes. Under the asset and liability method, deferred

income taxes are recognized for differences between the financial statement and

tax bases of assets and liabilities at enacted statutory tax rates in effect

for the years in which the differences are expected to reverse. The effect on

deferred taxes of a change in tax rates is recognized in income in the period

that includes the enactment date. In addition, valuation allowances are

established when necessary to reduce deferred tax assets to the amounts

expected to be realized.

Fair value of financial instruments

All current assets and liabilities are carried at cost, which approximates

fair value because of the short-term maturity of those instruments.

Concentration of credit risk

Concentration of credit risks associated with registration receivables is

limited due to the wide variety and number of customers, as well as their

dispersion across geographic areas. Additionally, the majority of the Company's

receivables at December 31, 1999 are comprised of amounts due from credit card

carriers. The Company has no derivative financial instruments. At December 31,

1998 one customer aggregated 15% of the total net accounts receivable balance.

Use of estimates

The preparation of financial statements in conformity with generally

accepted accounting principles requires the management of the Company to make

estimates and assumptions that affect the amounts reported in the financial

statements and accompanying notes. Actual results could differ from those

estimates.

F-9

Notes to Financial Statements -- (Continued)

Stock based compensation

The Company accounts for employee stock-based compensation in accordance

with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued

to Employees," and related interpretations ("APB No. 25"). The Company applies

the disclosure requirements of Statement of Financial Accounting Standards No.

123, "Accounting for Stock-Based Compensation" ("SFAS 123") (Note 9).

Loss per share

Basic earnings per share ("Basic EPS") is computed by dividing net loss

available to common stockholders by the weighted average number of common

shares outstanding during the period. Diluted earnings per share ("Diluted

EPS") gives effect to all dilutive potential common shares outstanding during a

period. In computing Diluted EPS, the treasury stock method is used in

determining the number of shares assumed to be purchased from the conversion of

common stock equivalents.

Diluted net loss per share for the year ended December 31, 1999 does not

include the effect of 4,694,333 shares of Series A Convertible Preferred Stock

outstanding because its effect is anti-dilutive. Diluted net loss per share for

the years ended December 31, 1997, 1998 and 1999 does not include 35,000,

2,530,850 and 3,277,435, respectively, of stock options outstanding with

exercise prices ranging from $.17 to $1.71 per share because their effects are

anti-dilutive. Additionally, diluted net loss per share for the years ended

December 31, 1997, 1998 and 1999 excludes 1,480,295, 3,596,839, and 6,155,675,

respectively, of common shares issuable upon the exercise of outstanding

warrants, with exercise prices ranging from $.01 to $4.08 per share because

their effects are anti-dilutive.

Pro forma information (unaudited)

The pro forma balance sheet at December 31, 1999 reflects the automatic

conversion of 4,694,333 shares of the Series A Convertible Preferred Stock into

4,694,333 shares of common stock upon the closing of a qualified IPO (see Note

7). The pro forma basic and diluted net loss per share assumes the conversion

of the Exchangeable Preferred Stock and Series A Convertible Preferred Stock at

the date of original issuance.

Comprehensive income

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive

Income" ("SFAS No. 130"). This statement requires companies to classify items

of their comprehensive income by their nature in the financial statements and

display the accumulated balance of other comprehensive income separately from

retained earnings and additional paid-in capital in the equity section of a

statement of financial position. SFAS No. 130 is effective for financial

statements issued for fiscal years beginning after December 15, 1997. The

Company adopted SFAS No. 130 in fiscal year 1998. There was no difference

between net income and comprehensive income for the years ended December 31,

1997, 1998 or 1999.

Segment reporting

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of

an Enterprise and Related Information" ("SFAS No. 131"), which established

standards for reporting information about operating segments in annual

financial statements. It also establishes standards for related disclosures

about products and services, geographic areas and

F-10

Notes to Financial Statements -- (Continued)

major customers. SFAS No. 131 was adopted by the Company at December 31, 1998.

Adoption of SFAS No. 131 had no impact on the Company's results of operations,

financial position or cash flows as it operates in one segment.

Recent accounting pronouncements

In April 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of

Start-up Activities" ("SOP 98-5"). SOP 98-5, which is effective for fiscal

years beginning after December 15, 1998, provides guidance on the financial

reporting of start-up costs and organization costs. It requires costs of

start-up activities and organization costs to be expensed as incurred. As the

Company has expensed these costs historically, the adoption of this standard

did not have a significant impact on the Company's results of operations or

financial position.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivatives

and Hedging Activities" ("SFAS 133"), which establishes accounting and

reporting standards for derivative instruments, including certain derivative

instruments embedded in other contracts, (collectively referred to as

derivatives) and for hedging activities. SFAS No. 133 is effective for all

fiscal quarters of fiscal years beginning after June 15, 1999. The Company does

not expect the adoption of this statement to have a significant impact on the

Company's results of operations or financial position.

In December 1999, the Staff of the Securities and Exchange Commission

released Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition".

SAB 101 provides guidance on the recognition, presentation and disclosure of

revenue in financial statements. The additional guidance provided by SAB 101

had no effect on the Company's financial statements.

3. Fixed Assets

Fixed assets consist of the following:

December 31,

-----------------------------

1998 1999

------------- -------------

Computer equipment ...................................... $ 307,052 $2,060,848

Furniture and fixtures .................................. 46,341 93,865

Office equipment ........................................ 59,404 148,287

Leasehold improvements .................................. -- 691,743

---------- ----------

412,797 2,994,743

Less: accumulated depreciation and amortization ......... (188,497) (536,357)

---------- ----------

Total fixed assets ................................. $ 224,300 $2,458,386

========== ==========

Included in office equipment is $97,675 of assets under capital lease at

December 31, 1999. Accumulated amortization of such assets amounted to $63,454

at December 31, 1999.

4. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

December 31,

---------------------------

1998 1999

----------- -------------

Trade accounts payable ............ $334,023 $ 458,226

Accrued payroll ................... 32,361 664,377

Accrued registry fees ............. -- 3,175,982

Provision for chargebacks ......... -- 894,095

Accrued advertising ............... -- 1,962,235

Accrued professional fees ......... -- 990,500

Other ............................. 244,090 367,664

-------- ----------

$610,474 $8,513,079

======== ==========

F-11

Notes to Financial Statements -- (Continued)

5. Notes Payable

In December 1997, the Company issued an $80,000 note payable. The note

bore interest at 10% per annum and was due on the earlier of an equity

financing or December 31, 1999. In connection with the issuance of the note,

the Company issued 11,200 shares of common stock to the noteholder. The Company

has recorded the fair value of the shares, in the amount of $4,000, as interest

expense. The Company repaid the note upon the closing of the January 1998

private placement.

At December 31, 1998, the Company was indebted to a bank on notes

aggregating $52,040. The notes were payable upon demand and guaranteed by the

stockholders. The notes bore interest at the bank's prime rate +1%. The notes

were also secured by an interest in all personal property and fixtures of the

Company, but were subordinate to the capitalized lease equipment obligations.

These amounts were repaid in 1999.

6. Notes Payable -- Related Parties

In August 1996, the Company issued an aggregate of $100,000 in notes to

certain stockholders and executive officers. The notes were payable upon demand

and bore interest at 8% per annum. In addition, the Company issued warrants to

acquire an aggregate of 411,766 shares of common stock at $.24 per share. The

warrants expire on the earlier of August 2006 or repayment of the notes. The

Company has recorded the estimated fair value of the warrants, as determined

using the Black-Scholes model, of $69,412 as additional interest expense. In

January 1998, the noteholders elected to exercise the warrants in exchange for

repayment of the notes.

In August 1996, the Company was advanced $30,000 under an informal note

agreement with a principal stockholder of the Company. The note bore interest

at 8% per annum and was payable upon demand. In January 1998, the Company and

the noteholder agreed to convert the principal and unpaid interest on the note

into 123,529 shares of common stock. The Company has recorded the difference

between the conversion price and the fair value of the common stock issued, in

the amount of $14,118 as additional interest expense.

Interest expense to related parties amounted to approximately $10,400,

$14,100 and $0 for the years ended December 31, 1997, 1998, and 1999,

respectively.

7. Stockholders' Equity

Authorized Capital

In June 1999, the Company amended its certificate of incorporation to

increase the authorized shares of Common Stock to 25,000,000 and Preferred

Stock to 5,000,000 shares.

Common Stock

In January and May 1998, the Company completed private placements of an

aggregate of 6,440,000 shares of common stock at $.36 per share, providing

proceeds, net of offering expenses, of $2,290,732. In connection with these

placements, the Company issued warrants to acquire an aggregate of 1,143,338

shares of its common stock as a finders fee to two individuals who were members

of two different entities that are principal stockholders of the Company (Note

8). Additionally, the Company issued warrants to acquire up to 2,450,001 shares

of common stock to all stockholders of record prior to the January 1998 private

placement, on a pro rata basis to their stock holdings (Note 8).

F-12

Notes to Financial Statements -- (Continued)

In June 1998, the Company completed a private placement of 466,666 shares

of common stock at $.43 per share, providing proceeds of $200,000.

In May 1999, the Company completed a private placement of 2,041,666 shares

of its common stock and a warrant to acquire 700,000 shares of its common stock

at an exercise price of $.01 per share (Note 8), providing gross proceeds of

$7,000,000 and proceeds, net of offering expenses, of $6,693,497. Until such

time as the Company consummates its initial public offering, the Company must

obtain the written consent of the investor prior to entering into a merger,

consolidation or sale of substantially all of its assets at a price of less

than $3.43 per share. In addition, the Company and the investor entered into a

two-year marketing agreement that allows for cross-marketing among each of the

parties websites. In addition, the Company issued the placement agent in the

offering warrants to acquire 308,959 shares of common stock at an exercise

price of $4.08 per share (Note 8).

Each share of common stock entitles the holder to one vote on all matters

submitted to a vote of the Company's stockholders. Common stockholders are

entitled to receive dividends, if any, as may be declared by the Board of

Directors, subject to any preferential dividend rights of the preferred

stockholders. The Company has reserved a total of 16,485,308 shares for

issuance under the Company's stock option plans, exercise of warrants and

non-plan options, and conversion of the Series A Convertible Preferred Stock.

Exchangeable Preferred Stock

In March 1999, the Company completed a private placement of 1,499,999

shares of exchangeable preferred stock at a price of $2.00 per share, providing

proceeds, net of expenses, of $2,840,775. The Company also issued the investor

warrants to acquire 420,000 shares of common stock at an exercise price of

$2.14 per share in exchange for financial consulting services (Note 8). In

addition, the Company issued the placement agent in the offering warrants to

acquire 185,490 shares of common stock at an exercise price of $4.08 per share

(Note 8). On August 15, 1999, the Exchangeable Preferred Stock automatically

converted into 1,499,999 shares of common stock.

Series A Convertible Preferred Stock

In June and July 1999, the Company completed a private placement of

4,694,333 shares of its Series A Convertible Preferred Stock (the "Series A

Stock") at $3.43 per share, providing proceeds, net of offering expenses, of

$15,290,021. In addition, the Company also issued the investors warrants to

acquire an aggregate of 938,888 shares of common stock at an exercise price of

$3.43 per share (Note 8). Additionally, the Company entered into a marketing

and distribution agreement with one investor who purchased 1,405,835 shares of

the Company's Series A Convertible Preferred Stock (Note 10).

Voting

Each share of Series A Stock is entitled to the number of votes equal to

the number of shares of common stock into which the Series A Stock are then

convertible. Series A stockholders vote together with common stockholders as

one class. The holders of the Series A Stock, voting as a single class, have

the right to elect 1 member of the Board of Directors.

Conversion

Each share of Series A Stock is currently convertible, at the option of

the holder, into one share of common stock, subject to certain antidilutive

adjustments. Each share of Series A

F-13

Notes to Financial Statements -- (Continued)

Stock will automatically convert into common stock upon the completion of an

initial public offering of the Company's common stock at a price of at least

$5.14 per share (subject to adjustment for stock splits, stock dividends or

recapitalizations) and with gross proceeds of at least $20,000,000.

Dividends and liquidation preference

The holders of the Series A Stock are entitled to receive dividends prior

and in preference to dividends on common stock. Dividends, if any, are

noncumulative and are payable when declared by the Board of Directors. In the

event of liquidation of the Company, the holders of the Series A Stock are

entitled to receive, prior and in preference to any distribution to the holders

of the common stock, an amount equal to $3.43 per share, plus any declared but

unpaid dividends.

8. Warrants

In September 1996, the Company issued warrants to acquire an aggregate of

945,000 shares of common stock at $.17 per share to two officers and directors

of the Company in exchange for their personal guarantees on a $162,000 demand

note payable to a bank. The fair value of the warrants at the time of issuance

of $85,320 was recorded as interest expense. In January 1998, the warrant

holders exercised the warrants by forgiving approximately $260,000 in accrued

compensation. The difference between the accrued compensation forgiven and the

exercise price of the warrants was recorded as a contribution of capital.

In January and April 1998, and in connection with a private placement of

common stock, the Company issued warrants to acquire 571,669 shares of common

stock at an exercise price of $.36 per share and warrants to acquire 571,669

shares of common stock at an exercise price of $.86 per share as a finders fee.

The warrants were immediately exercisable and expire at various dates through

May 2003.

In January 1998, and in connection with the January 1998 private placement

of common stock, the Company issued warrants to acquire up to, in the

aggregate, 2,450,001 shares of its common stock at $.36 per share to all the

stockholders of record prior to the private placement. The warrants were issued

to stockholders on a pro rata basis to their stock holdings prior to the

private placement. Under the initial terms of the agreement, the vesting of

these warrants was contingent upon the Company reaching certain revenue targets

for the quarter ended June 30, 2000. In June 1999, the Company and the warrant

holders modified the terms of the warrant to (i) remove the revenue targets,

(ii) fix the aggregate number of shares at 2,450,001, and (iii) increase the

exercise price to $.97 per share. The Company has recorded compensation expense

in the amount of $3,878,000 based upon the difference between the fair value of

the Common Stock and the exercise price of the warrants at the time of

modification. In December 1999, warrants to acquire 52,500 shares of common

stock were exercised, providing gross proceeds of $51,000.

In September 1998, the Company issued warrants to acquire an aggregate of

3,500 shares of common stock to consultants at an exercise price of $.43 per

share. The Company has recorded the estimated fair value of the warrants, in

the amount of $2,587, at the time of grant as consulting expense. The warrants

are exercisable through September 2008.

In March 1999, in connection with a private placement of Exchangeable

Preferred Stock, the Company entered into a six-month financial advisory

services agreement with the acquirer of the Exchangeable Preferred Stock. Under

the terms of the agreement, the Company issued

F-14

Notes to Financial Statements -- (Continued)

the investor warrants to acquire 420,000 shares of common stock at an exercise

price of $2.14 per share. The warrants expire in February 2004. The Company has

recorded the estimated fair value of the warrants, in the amount of $493,320,

as consulting expense.

In May 1999, in connection with a private placement of the Company's

common stock (see Note 7), the Company issued the purchaser warrants to acquire

700,000 shares of common stock at an exercise price of $.01 per share. The

warrants are exercisable through May 2002.

In February, March, May and June 1999, the Company issued warrants to

acquire an aggregate of 45,749 shares of common stock to consultants at

exercise prices ranging from $.57 to $1.57 per share. The Company has recorded

the estimated fair value of the warrants, in the amount of $75,890, at the time

of grant as consulting expense. The warrants are exercisable through May 2009.

In March and May 1999, the Company issued warrants to acquire an aggregate

of 494,449 shares of common stock at an exercise price of $4.08 per share as a

fee for the March 1999 sale of Exchangeable Preferred Stock and the May 1999

sale of common stock. The warrants expire in March and May 2004.

In June 1999, and in connection with a private placement of Series A

Convertible Preferred Stock, the Company issued the investors warrants to

acquire an aggregate of 938,888 shares of common stock at an exercise price of

$3.43 per share. The warrants are exercisable through June 2004.

In November 1999, the Company issued warrants to acquire 12,250 shares of

common stock to a consultant at an exercise price of $2.86 per share. The

Company has recorded the estimated fair value of the warrants, in the amount of

$151,928, at the time of grant as consulting expense. The warrants are

exercisable through November 2009.

F-15

Notes to Financial Statements -- (Continued)

The following table is a summary of the common shares issuable upon

exercise of warrants outstanding at December 31, 1999:

Shares Issuable Exercise Price

Issuance Date Expiration Date Upon Exercise Per Share

---------------- ----------------- ----------------- ---------------

January 1998 January 2003 350,000 $ .36

January 1998 January 2003 350,000 $ .86

January 1998 June 2005 2,397,501 $ .97

April 1998 May 2003 221,669 $ .36

April 1998 May 2003 221,669 $ .86

September 1998 September 2008 3,500 $ .43

February 1999 February 2009 29,999 $ .57

March 1999 March 2009 5,250 $ .57

March 1999 February 2004 420,000 $ 2.14

March 1999 March 2004 185,490 $ 4.08

May 1999 May 2002 700,000 $ .01

May 1999 May 2009 5,250 $ 1.43

May 1999 May 2004 308,959 $ 4.08

June 1999 June 2009 5,250 $ 1.57

June 1999 June 2004 938,888 $ 3.43

November 1999 November 2009 12,250 $ 2.86

--------- ------

Total shares and average exercise 6,155,675 $ 1.50

========= ======

price

9. Stock Option Plans

1997 Stock Option Plan

The Company's 1997 Stock Option Plan (the "1997 Plan") permits the grant

of both "incentive stock options" designed to qualify under the Internal

Revenue Code Section 422 and non-qualified stock options. Options under the

plan may only be granted to employees of the Company. A total of 1,750,000

shares of common stock have been reserved for issuance under the 1997 Plan.

Each option, once vested, allows the optionee the right to purchase one share

of the Company's common stock. The Board of Directors determines the exercise

price of the options. Options granted to date generally vest over 36 to 45

months and expire ten years from the date of grant.

1999 Stock Option Plan

The Company's 1999 Stock Option Plan (the "1999 Plan") permits the grant

of both incentive stock options and non-qualified stock options. Incentive

stock options may only be granted to employees of the Company whereas

non-qualified stock options may be granted to non-employees, directors and

consultants. A total of 2,275,000 shares have been reserved for issuance under

the 1999 Plan. The Compensation Committee of the Board of Directors determines

the exercise price of the options.

F-16

Notes to Financial Statements -- (Continued)

Stock option activity under the 1997 and 1999 Plans can be summarized as

follows:

Weighted-

Average

Number Exercise

of Shares Price

------------- ----------

Outstanding at December 31, 1996 ........... -- $ --

Granted .................................. 35,000 .17

Exercised ................................ -- --

Forfeited ................................ -- --

------ -----

Outstanding at December 31, 1997 ........... 35,000 .17

Granted .................................. 745,850 .42

Exercised ................................ -- --

Forfeited ................................ (35,000) .17

------- -----

Outstanding at December 31, 1998 ........... 745,850 .42

Granted .................................. 1,063,510 1.28

Exercised ................................ (175,000) .36

Forfeited ................................ (141,925) 1.12

--------- -----

Outstanding at December 31, 1999 ........... 1,492,435 $ 1.01

========= ======

Options available for future grant ......... 2,357,565

=========

The following table summarizes information about options outstanding under

the 1997 and 1999 Plans at December 31, 1999:

Options Outstanding Options Exercisable

----------------------------------------------- ----------------------------

Weighted-

Number Average Weighted- Number Weighted

Outstanding at Remaining Average Exercisable at Average

Exercise December 31, Contractual Exercise December 31, Exercise

Price 1999 Life (Years) Price 1999 Price

-------------- ---------------- -------------- ----------- ---------------- ---------

$ .17-$.43 428,750 8.4 $ .35 218,750 $ .35

$ .50-$.86 339,850 9.0 $ .71 112,613 $ .75

$1.00-$1.43 723,835 9.6 $ 1.41 117,843 $ 1.40

------- --- ------ ------- ------

1,492,435 9.1 $ 1.01 449,206 $ .72

========= === ====== ======= ======

In January 1998, the Company granted an aggregate of 1,750,000 non-plan

options to an officer and principal stockholder of the Company. 525,000 of such

options have an exercise price of $.17 per share and vested immediately. The

remaining 1,225,000 of such options vest over a period of 24 months and have

the following exercise prices: 350,000 are exercisable at $.46 per share,

350,000 are exercisable at $.86 per share and the remaining 525,000 are

exercisable at $1.71 per share. The Company has recorded compensation expense

of $97,500 based upon the difference between the exercise price and estimated

fair value of the common stock on the date of grant.

F-17

Notes to Financial Statements -- (Continued)

As permitted by SFAS No. 123. "Accounting for Stock-Based Compensation",

the Company accounts for its stock-based compensation arrangements pursuant to

APB Opinion No.25, "Accounting for Stock Issued to Employees". In accordance

with the provisions of SFAS No. 123, the Company discloses the pro forma

effects of accounting for these arrangements using the minimum value method to

determine fair value. Based on the fair value of the stock options at the grant

date the Company's net loss would have been adjusted to the pro forma amounts

indicated below:

December 31,

--------------------------------------------------

1997 1998 1999

-------------- ---------------- ----------------

Net loss

As reported ........................... $ (205,526) $ (1,160,748) $ (8,776,918)

Pro forma ............................. $ (205,526) $ (1,164,635) $ (8,828,475)

Net loss per share

As reported-basic and diluted ......... $ (0.08) $ (0.26) $ (0.46)

Pro forma basic and diluted ........... $ (0.08) $ (0.26) $ (0.46)

The fair value of each option grant to employees is estimated using the

minimum value method of the Black-Scholes option-pricing model, which assumes

no volatility. The values were obtained using assumptions which were arrived

using information provided by management of the Company. Changes in the

information would affect the assumptions and the option prices derived from the

assumptions. The weighted average assumptions used for grants made in 1997,

1998 and 1999 were as follows:

1997 1998 1999

--------- --------- ---------

Risk free interest rate .......... 6.3% 6.1% 5.5%

Expected lives (years) ........... 5.0 5.0 5.0

Expected dividends ............... 0.0% 0.0% 0.0%

In October 1998, the Company granted non-plan options to acquire 35,000

shares of the Company's common stock at exercise prices ranging from $.17 to

$.36 per share to a consultant for services rendered. The Company has recorded

the estimated fair value of the options on the date of grant, as determined

using the Black-Scholes option pricing model, of $26,300 as consulting expense.

The fair value of options and warrants (Note 8) granted to non-employees

is estimated using the Black-Scholes option-pricing model. The values were

obtained using assumptions, which were arrived using information provided by

management of the Company. Changes in the information would affect the

assumptions and the option prices derived from the assumptions. The weighted

average assumptions used for grants to non-employees made in 1998 and 1999 were

as follows: risk free interest rate of 6.1% and 5.5%, respectively; expected

lives of 5 to 10 years based upon the term of the option or warrant; expected

dividends of 0% for each year; and a volatility of 100% for each year.

The following table is a summary of the weighted average exercise price

and grant date fair values of options and warrants granted to employees and

consultants during the years ended December 31, 1997, 1998 and 1999:

F-18

Notes to Financial Statements -- (Continued)

1997 1998 1999

---------------------- ----------------------- -----------------------

Exercise Fair Exercise Fair Exercise Fair

Price Value Price Value Price Value

---------- --------- ---------- ---------- ---------- ----------

Options granted to employees

and consultants:

Exercise price less than fair

value of stock on date of

grant ............................. $-- $-- $ 0.27 $ 0.29 $ 1.28 $ 3.10

Exercise price equal to fair value

of stock on date of grant ......... 0.17 0.09 0.40 0.01 -- --

Exercise price greater than fair

value of stock on date of

grant ............................. -- -- 1.11 -- -- --

Warrant grants to employees and

consultants for services:

Exercise price less than fair

value of stock on date of

grant ............................. $-- $-- $ 0.43 $ 0.74 $ 1.22 $ 3.93

Exercise price equal to fair value

of stock on date of grant ......... -- -- 0.35 0.16 -- --

Exercise price greater than fair

value of stock on date of

grant ............................. -- -- -- -- 2.14 1.17

10. Related Party Transactions

General and administrative

During 1997 and 1998, the Company leased office space and received

administrative and support services from an entity in which a principal

stockholder of the Company is an executive officer. These expenses aggregated

approximately $18,682 and $577 in 1997 and 1998, respectively. Included in

accounts payable are approximately $4,890 due to the aforementioned related

party at December 31, 1998.

Concentric Network Corporation

In June 1999, the Company entered into a one-year marketing and

distribution agreement with Concentric Network Corporation ("Concentric").

Under the terms of the agreement, the Company is required to fund $41,667 per

month to a cooperative marketing program from which the parties will jointly

promote their services. In addition, Concentric has agreed to purchase a

minimum of $100,000 per month of advertising from the Company. In June 1999,

Concentric also purchased 1,405,835 shares of the Company's Series A

Convertible Preferred Stock (Note 7). In December 1999, Concentric agreed to

purchase additional advertising on our website for seven months commencing in

March 2000 at a value of $100,000 per month.

F-19

Notes to Financial Statements -- (Continued)

11. Income Taxes

Net operating loss carryforwards and temporary differences between the

carrying amounts of assets and liabilities for financial reporting and income

tax purposes result in a net deferred tax asset of $702,243, $1,206,744 and

$11,921,024 at December 31, 1997, 1998 and 1999, respectively. The Company's

operating plans anticipate taxable income in future periods; however, such

plans make significant assumptions which cannot be reasonably assured.

Therefore, in consideration of the Company's accumulated losses and the

uncertainty of its ability to utilize the deferred tax asset in the future, the

Company has recorded a valuation allowance in the amount of $702,243,

$1,206,744 and $3,342,979 at December 31, 1997, 1998, and 1999, respectively,

to offset the deferred tax benefit amount.

The provision for income taxes for the years ended December 31, 1997,

1998, and 1999 consists of the following:

December 31,

---------------------------------

1997 1998 1999

------ ------ ---------------

Current:

Federal ................................ $-- $-- $5,210,244

State .................................. -- -- 3,367,801

--- --- ----------

Total current .......................... -- -- 8,578,045

--- --- ----------

Deferred:

Federal ................................ -- -- (5,210,244)

State .................................. -- -- (3,367,801)

--- --- ----------

Total deferred ......................... -- -- (8,578,045)

--- --- ----------

Total provision for income taxes ......... $-- $-- $ --

=== === ==========

F-20

Notes to Financial Statements -- (Continued)

The components of the net deferred tax asset as of December 31, 1997,

1998, and 1999 consist of the following:

December 31,

-----------------------------------------------

1997 1998 1999

------------- --------------- ---------------

Deferred tax assets:

Operating loss carryforward ............... $ 538,957 $ 982,066 $ --

Allowance for doubtful accounts ........... 24,703 29,620 144,070

Accrued expenses .......................... 124,139 121,137 472,264

Stock compensation ........................ -- -- 547,551

Deferred revenue .......................... 14,444 50,990 14,704,541

---------- ------------ ------------

Total deferred tax assets .............. 702,243 1,183,813 15,868,426

Deferred tax liabilities:

Prepaid domain name registry fees ......... -- -- 3,907,804

Depreciation and amortization ............. -- (22,931) 39,598

---------- ------------ ------------

Total deferred tax liabilities ......... -- (22,931) 3,947,402

Net deferred tax asset ...................... 702,243 1,206,744 11,921,024

Less: valuation allowance ................... (702,243) (1,206,744) (3,342,979)

---------- ------------ ------------

Deferred tax asset .......................... $ -- $ -- $ 8,578,045

========== ============ ============

The financial statement income tax provision differs from income taxes

determined by applying the statutory Federal income tax rate to the financial

statement net loss for the years ended December 31, 1997, 1998, and 1999 as a

result of the following:

December 31,

---------------------------------------------

1997 1998 1999

------------- ------------- -------------

Tax benefit at Federal statutory rate ....................... (34.0)% (34.0)% (35.0)%

State income tax benefit, net of Federal tax charge ......... ( 7.1) ( 8.0) (11.8)

Non-deductible compensation expenses ........................ -- .1 15.5

Valuation allowance ......................................... 41.1 41.9 31.3

----- ----- -----

--% --% --%

====== ====== ======

F-21

Notes to Financial Statements -- (Continued)

12. Commitments

Operating and Capital leases

The Company leases office facilities and equipment under operating leases

expiring through 2009. The Company also leases telephone and other office

equipment under capital leases expiring through 2004. Future minimum lease

payments due under noncancellable operating leases and capital leases were as

follows:

Operating Capital

------------- ------------

Year ending December 31,

2000 .................................................... $ 269,076 $ 10,704

2001 .................................................... 332,072 10,704

2002 .................................................... 342,084 10,704

2003 .................................................... 352,295 10,704

2004 .................................................... 367,864 3,568

Thereafter .............................................. 1,977,959 --

---------- ---------

Total minimum lease payments ......................... $3,641,350 46,384

==========

Less: amount representing interest ........................ (12,559)

---------

Present value of future minimum lease payments ............ 33,825

Less: current portion ..................................... (5,967)

---------

Capital lease obligations, net of current portion ......... $ 27,858

=========

Rent expense for the years ended December 31, 1997, 1998, and 1999 was

approximately $14,000, $43,000 and $220,000, respectively.

Employment agreements

In the normal course of business, the Company has entered into two

employment agreements with its employees.

Marketing and distribution/strategic partnership agreements

In the normal course of business, the Company enters into marketing and

distribution/strategic partnership agreements with various entities. These

agreements generally have a term of 12 to 24 months, and a number require the

Company to purchase a minimum amount of advertising or pay other fees over the

term of the contract. Future minimum payments required under the marketing and

distribution/strategic partnership agreements for the years ended December 31,

2000 and 2001 are approximately $1,800,000 (including $250,000 to Concentric --

Note 10) and $750,000, respectively.

13. Contingencies

Litigation

There are various claims, lawsuits and pending actions against the Company

incidental to the operations of its business. It is the opinion of management,

after consultation with counsel, that the ultimate resolution of such claims,

lawsuits and pending actions will not have a material adverse effect on the

Company's financial position, results of operations or liquidity.

14. Subsequent Events

In January 2000, the Company's stockholders approved the 2000 Stock

Incentive Plan (the "2000 Plan"). The 2000 Plan will serve as the successor to

the 1997 and the 1999 Plans.

F-22

Notes to Financial Statements -- (Continued)

All outstanding options under the 1997 and 1999 Plans will be incorporated into

the 2000 Plan, and no further option grants would be made under the predecessor

plan. The maximum aggregate number of shares reserved for issuance under the

2000 Plan is 7,350,000. All non-employee board members who first join the board

on or after January 26, 2000 will automatically be granted an option to acquire

35,000 shares of common stock, which will vest over two years. In addition,

each non-employee board member will receive an annual option grant to purchase

5,250 shares of common stock, which will vest over one year, after the initial

grant of 35,000 is fully vested.

In January 2000, the Company's stockholders approved the Employee Stock

Purchase Plan (the "ESPP"). The ESPP is intended to qualify under Section 423

of the Code in order to provide employees of the Company with an opportunity to

purchase Common Stock through payroll deductions. An aggregate of 350,000

shares have been reserved for issuance under the ESPP, plus an annual increase

on the first trading day of each calendar year, beginning in 2001, equal to the

lessor of (i) .25% of the outstanding shares on such date or (ii) 140,000

shares.

In January 2000, the Company filed an amendment to its certificate of

incorporation to increase the authorized shares of Common Stock to 60,000,000.

In January 2000, the Company granted options to acquire an aggregate of

1,075,851 shares of common stock to employees at $12.86 per share. During the

first quarter of 2000, the Company will record approximately $3,400,000 of

unearned compensation based upon the difference between the fair value of the

common stock on the date of grant and the exercise price of the options. The

unearned compensation will be amortized over the 42 month vesting period of the

options.

In January 2000, Concentric agreed to purchase an additional $800,000 of

advertising space on our website for the period from September to December

2000.

Unaudited

In February 2000, the Company entered into an employment agreement with

its chief executive officer ("CEO") for a period of 42 months. Under the terms

of the agreement, the CEO is to receive minimum annual compensation of $200,000

per year and options to purchase 525,000 shares of common stock. 175,000 of

such options will be exercisable at 110% of the IPO price, an additional

175,000 of such options will be exercisable at 140% of the IPO price and the

remaining 175,000 options will be exercisable at 160% of the IPO price. The

options will vest in equal installments over 42 months.

In February 2000, the Company purchased 476,784 shares of Series A

Convertible Preferred Stock and warrants to acquire an additional 95,357 shares

of Series A Convertible Preferred Stock of Great Domains.com, Inc. ("Great

Domains"), representing approximately 10% of the outstanding voting stock of

Great Domains, for $2,500,000.

In February 2000, the Company granted options to acquire 594,396 shares of

common stock to employees at the IPO price per share.

In February 2000, a principal stockholder of the Company entered into an

agreement to sell warrants to acquire an aggregate of 918,239 shares of the

Company's common stock to a second principal stockholder. The sale price of the

warrants will be at a price less than the deemed fair value of the warrants as

calculated using the Black-Scholes Model. As a result the Company will record

approximately $400,000 of expense related to this transaction in the first

quarter of 2000.

F-23

[Inside Back Cover]

The words "Register..." "...your family" "...your business" "...your brand"

appearing from top to bottom on the page.

Next to "your family" is a picture of a young boy holding a drawing with the tag

line "I registered my imagination" and www.emmettsworld.com underneath.

Next to "your business" is a picture of a man holding a diamond necklace with

two security guards behind him with the tag line "I registered my rocks" and

www.auctionjeweler.com underneath.

Next to "your business" is a picture of a man sitting on cardboard boxes with

the tag line "I registered my brand" and www.staples.com underneath.

"The above are reproductions of advertisements for our domain name registration

services." appears at the bottom of the page.

================================================================================

You may rely only on the information contained in this prospectus. We have not

authorized anyone to provide information different from that contained in this

prospectus. Neither the delivery of this prospectus nor the sale of common

stock means that information contained in this prospectus is correct after the

date of this prospectus. This prospectus is not an offer to sell or

solicitation of an offer to buy these shares in any circumstances under which

the offer or solicitation is unlawful.

TABLE OF CONTENTS

Page

---------

Prospectus Summary .......................... 3

Risk Factors ................................ 8

Use of Proceeds ............................. 23

Dividend Policy ............................. 23

Capitalization .............................. 25

Dilution .................................... 26

Selected Financial Data ..................... 28

Management's Discussion and Analysis of

Financial Condition and Results of

Operations ............................... 29

Business .................................... 37

Management .................................. 51

Certain Relationships and Related

Transactions ............................. 64

Principal and Selling Stockholders .......... 70

Description of Capital Stock ................ 73

Shares Eligible for Future Sale ............. 77

Underwriting ................................ 79

Legal Matters ............................... 82

Experts ..................................... 82

Where You Can Find Additional

Information .............................. 83

Index to Financial Statements ............... F-1

Dealer Prospectus Delivery Obligation: Until , 2000 (25 days after the

date of this prospectus), all dealers that buy, sell or trade in these shares

of common stock, whether or not participating in this offering, may be required

to deliver a prospectus. Dealers are also obligated to deliver a prospectus

when acting as underwriters and with respect to their unsold allotments or

subscriptions.

================================================================================

[GRAPHIC OMITTED]

5,000,000 Shares

Common Stock

Deutsche Banc Alex. Brown

Thomas Weisel Partners LLC

Legg Mason Wood Walker

Incorporated

Wit SoundView

Prospectus

, 2000

================================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth an estimate of the costs and expenses,

other than the underwriting discounts and commissions, payable by the

Registrant in connection with the issuance and distribution of the common stock

being registered.

SEC registration fee ................................... $ 31,878

NASD fee ............................................... 10,275

NASDAQ listing fee ..................................... 95,000

Legal fees and expenses ................................ 450,000

Accounting fees and expenses ........................... 325,000

Printing expenses ...................................... 225,000

Blue sky fees and expenses ............................. 5,000

Transfer Agent and Registrar fees and expenses ......... 3,500

Miscellaneous .......................................... 54,347

----------

Total .............................................. $1,200,000

==========

Item 14. Indemnification of Directors and Officers

The registrant's certificate of incorporation in effect as of the date

hereof, and the registrant's certificate of incorporation to be in effect upon

the closing of this offering (collectively, the "Certificate") provides that,

except to the extent prohibited by the Delaware General Corporation Law, as

amended (the "DGCL"), the registrant's directors shall not be personally liable

to the registrant or its stockholders for monetary damages for any breach of

fiduciary duty as directors of the registrant. Under the DGCL, the directors

have a fiduciary duty to the registrant which is not eliminated by this

provision of the Certificate and, in appropriate circumstances, equitable

remedies such as injunctive or other forms of non-monetary relief will remain

available. In addition, each director will continue to be subject to liability

under the DGCL for breach of the director's duty of loyalty to the registrant,

for acts or omissions which are found by a court of competent jurisdiction to

be not in good faith or involving intentional misconduct, for knowing

violations of law, for actions leading to improper personal benefit to the

director, and for payment of dividends or approval of stock repurchases or

redemptions that are prohibited by DGCL. This provision does not limit the

directors' responsibilities under any other laws, including the federal

securities laws or state or federal environmental laws. The registrant

maintains liability insurance for its officers and directors.

Section 145 of the DGCL empowers a corporation to indemnify its directors

and officers and to purchase insurance with respect to liability arising out of

their capacity or status as directors and officers, provided that this

provision shall not eliminate or limit the liability of a director: (i) for any

breach of the director's duty of loyalty to the corporation or its

stockholders, (ii) for acts or omissions not in good faith or which involve

intentional misconduct or a knowing violation of law, (iii) arising under

Section 174 of the DGCL, or (iv) for any transaction from which the director

derived an improper personal benefit. The DGCL provides further that the

indemnification permitted thereunder shall not be deemed exclusive of any other

rights to which the directors and officers may be entitled under the

corporation's bylaws, any agreement, a vote of stockholders or otherwise. The

Certificate eliminates the personal liability of directors to the fullest

extent permitted by Section 102(b)(7) of the DGCL and provides that the

registrant shall fully indemnify any person who was or is a party or is

threatened to be made a party to any threatened, pending or completed action,

suit or proceeding (whether civil, criminal, administrative or investigative)

by reason of the fact that

II-1

such person is or was a director or officer of the registrant, or is or was

serving at the request of the registrant as a director or officer of another

corporation, partnership, joint venture, trust, employee benefit plan or other

enterprise, against expenses (including attorney's fees), judgments, fines and

amounts paid in settlement actually and reasonably incurred by such person in

connection with such action, suit or proceeding.

At present, there is no pending litigation or proceeding involving any

director, officer, employee or agent as to which indemnification will be

required or permitted under the Certificate. The registrant is not aware of any

threatened litigation or proceeding that may result in a claim for such

indemnification.

Item 15. Recent Sales of Unregistered Securities

Within the last three years, the Registrant has sold and issued the

following securities:

(1) In December 1997, the Registrant issued 11,200 shares of common stock

to Kenneth Greif, the managing member of Internet Web Builders LLC, one

of its stockholders.

(2) From January 1997 through December 1997, the Registrant granted

employees options to purchase 35,000 shares of common stock at a

weighted average exercise price of $0.17.

(3) In January and May 1998, the Registrant issued an aggregate of

6,440,000 shares of common stock to Internet Web Builders LLC, Capital

Express LLC, Richard D. Forman and Peter A Forman, at a purchase price

of $0.36 per share, with proceeds, net of offering expenses, of

$2,290,732. In connection with these transactions, the Registrant

issued to Niles H. Cohen and Zachary Prenskey warrants to acquire an

aggregate of 571,669 shares of common stock at an exercise price of

$0.36 per share and 571,669 shares of common stock at an exercise price

of $0.86 per share. The Registrant also issued to Richard D. Forman,

Peter A. Forman, Dan B. Levine and Capital Express LLC, stockholders of

record prior to the private placement, warrants to purchase 2,450,001

shares of its common stock at an exercise price of $0.36 per share.

These warrants were modified in June 1999 to increase the exercise

price to $0.97 per share.

(4) In June 1998, the Registrant issued 446,666 shares of common stock to

a RHL Investors LLC at a purchase price of $0.43 per share, with

proceeds of $200,000.

(5) In August 1998, the Registrant issued 13,503 shares of common stock to

James Krantz, a consultant, in consideration for services.

(6) In September 1998, the Registrant issued to Steve Klebe, a consultant,

warrants to purchase an aggregate of 3,500 shares of common stock at an

exercise price of $0.43 per share.

(7) From January 1998 through December 1998, the Registrant granted

employees options to purchase 745,850 shares of common stock at a

weighted average exercise price of $0.41.

(8) In March 1999, the Registrant issued 1,499,999 shares of exchangeable

preferred stock to Palisade Private Partnership, LP at a price of $2.00

per share, with proceeds, net of expenses, of $2,840,775. The

Registrant also issued warrants to purchase 420,000 shares of common

stock at an exercise price of $2.14 per share to Palisade Private

Partnership, LP for financial advisory services.

(9) In May 1999, the Registrant issued 2,041,666 shares of its common

stock to Staples, Inc. at a purchase price of $3.43 per share for an

aggregate purchase price of $6,999,996. In connection with the

transaction, the Registrant also issued warrants to purchase 700,000

shares of common stock at an exercise price of $.0029 per share.

II-2

(10) In June and July 1999, the Registrant issued 4,694,333 shares of its

Series A Convertible Preferred Stock to Bayview Investors Ltd.,

Bessemer Venture Partners IV L.P., Bessec Ventures IV L.P., Staples,

Inc., Concentric Network Corporation, Sandler Capital Partners IV

L.P., Sandler Capital IV FTE Partners, L.P., Sandler Capital

Management, Hikari Tsushin Inc., Irwin Leiber, Barry Rubenstein,

Richard A. Forman, Alan G. Breitman, Brian L. Greenspun Separate

Property Trust, Internet Web Builders LLC, Peter D. Forman, and Dan B.

Levine, at a price of $3.43 per share, with proceeds, net of offering

expenses, of $15,290,021. In connection with the transaction, the

Registrant also issued warrants to acquire an aggregate of 938,888

shares of common stock at an exercise price of $3.43 per share.

(11) In February 1999, the Registrant issued to Terrence Kaliner, a

consultant, a warrant to purchase 29,999 shares of common stock at an

exercise price of $0.57 per share. In March 1999, the Registrant

issued to Robert Lessin, a consultant, a warrant to purchase 5,250

shares of common stock at $0.57 per share. In May 1999, the Registrant

issued to Peter Varava, a consultant, a warrant to purchase 5,250

shares at an exercise price of $1.43 per share. In June 1999, the

Registrant issued to Stuart Levi, a consultant, a warrant to purchase

5,250 shares of common stock at an exercise price of $1.57 per share.

In November 1999, the Registrant issued to Peter Varvara, a

consultant, a warrant to purchase 12,250 shares of common stock at an

exercise price of $2.86 per share.

(12) From January 1999 through December 1999, the Registrant granted

employees options to purchase 1,063,510 shares of common stock at a

weighted average exercise price of $1.28.

(13) In January 2000, the Registrant granted options to acquire an

aggregate of 1,075,851 shares of common stock to employees at $12.86

per share.

(14) In February 2000, the Registrant entered into an employment agreement

with Richard D. Forman, its chief executive officer, pursuant to which

Mr. Forman was granted options to purchase 175,000 shares of common

stock, exercisable at 110% of the initial public offering price;

options to purchase 175,000 shares of common stock, exercisable at

140% of the initial public offering price; options to purchase 175,000

shares of common stock, exercisable at 160% of the initial public

offering price;

(15) In February 2000, the Registrant granted options to acquire 594,396

shares of common stock to employees at a price per share equal to the

initial public offering price.

Legg Mason Wood Walker, Incorporated was the placement agent for the

equity sales in March, May, June and July 1999. In connection with its

services, it was issued warrants to purchase 494,449 shares of common stock at

an exercise price of $4.08 per share.

The issuances of the above securities were issued in transactions exempt

from registration under the Securities Act in reliance upon Section 4(2)

thereof as transactions by an issuer not involving any public offering. In

addition, the issuances of employee options described above were issued in

transactions exempt from registration under the Securities Act in reliance upon

Rule 701 and/or Rule 4(2) promulgated under the Securities Act. The issuances

in Items 8, 9 and 10 and the issuance to Internet Web Builders, LLC in Item 3

were issued in transactions exempt from registration under the Securities Act

in reliance upon Section 506 of Regulation D.

All share numbers in this registration statement have been adjusted to

reflect a 3.5-for-one stock split of our common stock that was effectd in

January 2000 in the form of a stock dividend.

II-3

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit

Number Description

------------ --------------------------------------------------------------------------------------

1.1+ Form of underwriting agreement.

3.1+ Certificate of Incorporation, as amended.

3.2+ Form of amended and restated certificate of incorporation to be in effect upon the

closing of the offering.

3.3+ Bylaws.

3.4+ Form of amended and restated bylaws to be in effect upon the closing of the

offering.

4.1+ Specimen common stock certificate.

4.2+ See Exhibits 3.1, 3.2, and 3.3 for provisions of the certificate of incorporation and

bylaws defining the rights of holders of Common Stock.

4.3+ Registration Rights Agreements.

4.4+ Amended and Restated Stockholders Agreement.

4.5+ Certificate of designations, preferences and relative, participating, optional and

other special rights of preferred stock and qualifications, limitations and

restrictions of Series A Convertible Preferred Stock.

4.6.1+ Form of warrant to purchase common stock issued to Series A Convertible

Preferred Stockholders.

4.6.2+ Warrant to purchase common stock issued to Staples, Inc.

4.6.3+ Warrant to purchase common stock issued to Palisade Private Partnership, LP.

4.6.4+ Form of warrant to purchase common stock issued to Niles H. Cohen and

Zachary Prensky.

4.6.5+ Form of Amended and Restated Common Stock Purchase Warrant -- Series A

issued to Richard D. Forman, Peter A. Forman, Dan Levine and Capital Express

LLC.

4.6.6+ Warrants to purchase common stock issued to Legg Mason Wood Walker,

Incorporated.

4.6.7+ Form of warrant to purchase common stock issued to consultants.

4.6.8+ Warrant to purchase common stock issued to Terrence Kaliner.

4.7.1+ Employee Stock Option Certificate issued to Richard D. Forman.

4.7.2+ Stock Option Certificate issued to Pondfield Associates, Inc.

5.1 Opinion of Brobeck, Phleger & Harrison LLP.

10.1+ 1997 Stock Option Plan.

10.2+ 1999 Stock Option Plan.

10.3+ Registrar Accreditation Agreement, dated November 30, 1999, by and between

ICANN and Register.com, Inc.

10.4+ Registrar License and Agreement, dated December 13, 1999, by and between

Network Solutions, Inc. and Register.com, Inc.

10.5+ Lease between Pennbus Realties, Inc. and Forman Interactive Corp.

10.6+ 2000 Stock Incentive Plan.

10.7+ Employee Stock Purchase Plan.

10.8+ Employment Agreement, dated November 15, 1995, with Richard D. Forman.

10.8.2+ Employment Agreement, dated February 27, 2000, with Richard D. Forman.

10.9+ Employment Agreement with Jack S. Levy.

10.10+ Marketing Agreement, dated as of May 21, 1999, with Staples, Inc.

10.11+ Joint Marketing and Distribution Agreement, dated as of June 25, 1999, with

Concentric Network Corporation.

10.12.1+ Lock Up and Voting Agreement, dated February 2, 2000, by and between

II-4

10.12.2+ Lock Up and Voting Agreement, dated February 28, 2000, by and between

Letter Agreement, dated January 31, 2000, with Internet Web Builders LLC and

10.13 Kenneth R. Greif.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).

24.1+ Powers of attorney.

24.2+ Power of attorney of Reginald Van Lee.

27.1+ Financial Data Schedule.

-------------

+ Previously filed.

(b) Financial Statement Schedules

Schedule II--Valuation and Qualifying Accounts

Page Number Description

S-1 Report of Independent Accountants on Financial Statement Schedule

S-2 Schedule II -- Valuation and Qualifying Accounts

Schedules not listed above have been omitted because the information

required to be set forth therein is not applicable or is shown in the financial

statements or the notes thereto.

Item 17. Undertakings

The undersigned Registrant hereby undertakes to provide to the

Underwriters at the closing specified in the Underwriting Agreement

certificates in such denominations and registered in such names as required by

the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities

Act of 1933 may be permitted to directors, officers and controlling persons of

the Registrant pursuant to the foregoing provisions, or otherwise, the

Registrant has been informed that in the opinion of the Securities and Exchange

Commission such indemnification is against public policy as expressed in the

Securities Act, and is, therefore, unenforceable. In the event that a claim for

indemnification against such liabilities (other than the payment by the

Registrant of expenses incurred or paid by a director, officer, or controlling

person of the Registrant in the successful defense of any action, suit or

proceeding) is asserted by such director, officer or controlling person in

connection with the securities being registered, the Registrant will, unless in

the opinion of its counsel the matter has been settled by controlling

precedent, submit to a court of appropriate jurisdiction the question of

whether such indemnification by it is against public policy as expressed in the

Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act

of 1933, the information omitted from the form of prospectus filed as part

of this registration statement in reliance upon Rule 430A and contained in

a form of prospectus filed by the Registrant pursuant to Rule 424 (b) (1)

or (4) or 497 (h) under the Securities Act of 1933 shall be deemed to be

part of this registration statement as of the time it was declared

effective.

(2) For the purpose of determining any liability under the Securities

Act of 1933, each post-effective amendment that contains a form of

prospectus shall be deemed to be a new registration statement relating to

the securities offered therein, and the offering of such securities at

that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant

has duly caused this Amendment No. 5 to the registration statement to be signed

on its behalf by the undersigned, thereunto duly authorized, in the City of New

York, State of New York, on this 2nd day of March, 2000.

By: /s/ Richard D. Forman

--------------------------------

Richard D. Forman

President and Chief Executive

Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Amendment

No. 5 to the registration statement has been signed by the following persons in

the capacities indicated on March 2, 2000:

Signature Title(s)

---------------------------------------------------------------- ---------------------------------------------

/s/ Richard D. Forman President, Chief Executive Officer and

------------------------------------- Director (Principal Executive Officer)

Richard D. Forman

------------------------------------- Vice President of Finance and Accounting

Alan G. Breitman (Principal Accounting and Financial Officer)

------------------------------------- Director

Peter A. Forman

------------------------------------- Director

Niles H. Cohen

------------------------------------- Director

Samantha McCuen

------------------------------------- Director

Peter A. Forman

------------------------------------- Director

Mark S. Hoffman

------------------------------------- Director

Reginald Van Lee

*By: /s/ Richard D. Forman

--------------------------------

Richard D. Forman

Attorney-in-Fact

II-6

Report of Independent Accountants on

Financial Statement Schedule

To the Board of Directors

of Register.com, Inc.

Our audits of the financial statements referred to in our report dated January

31, 2000 appearing in the prospectus constituting part of this Registration

Statement on Form S-1 of Register.com, Inc. also included an audit of the

financial statement schedule listed in Part II herein. In our opinion, this

financial statement schedule presents fairly, in all material respects, the

information set forth therein when read in conjunction with the related

financial statements.

PricewaterhouseCoopers LLP

New York, New York

January 31, 2000

S-1

Schedule II -- Valuation and Qualifying Accounts

Balance at Charged to Balance at

Beginning Costs and Ending

of Period Expenses Deductions of Period

------------ ------------ ------------ -----------

For the year ended December 31, 1997:

Provision for doubtful accounts ......... $ -- $ 75,764 $ 55,000 $ 20,764

======= ======== ======== ========

For the year ended December 31, 1998:

Provision for doubtful accounts ......... $20,764 $ 72,232 $ 27,049 $ 65,947

======= ======== ======== ========

For the year ended December 31, 1999:

Provision for doubtful accounts ......... $65,947 $536,585 $288,016 $314,516

======= ======== ======== ========

S-2

EXHIBIT INDEX

Exhibit

Number Description

------------- --------------------------------------------------------------------------------

1.1+ Form of underwriting agreement.

3.1+ Certificate of Incorporation, as amended.

3.2+ Form of amended and restated certificate of incorporation to be in effect

upon the closing of the offering.

3.3+ Bylaws.

3.4+ Form of amended and restated bylaws to be in effect upon the closing of

the offering.

4.1+ Specimen common stock certificate.

4.2+ See Exhibits 3.1, 3.2, and 3.3 for provisions of the certificate of

incorporation and bylaws defining the rights of holders of Common Stock.

4.3+ Registration Rights Agreements.

4.4+ Amended and Restated Stockholders Agreement.

4.5+ Certificate of designations, preferences and relative, participating, optional

and other special rights of preferred stock and qualifications, limitations and

restrictions of Series A Convertible Preferred Stock.

4.6.1+ Form of warrant to purchase common stock issued to Series A Convertible

Preferred Stockholders.

4.6.2+ Warrant to purchase common stock issued to Staples, Inc.

4.6.3+ Warrant to purchase common stock issued to Palisade Private Partnership,

LP.

4.6.4+ Form of warrant to purchase common stock issued to Niles H. Cohen and

Zachary Prensky.

4.6.5+ Form of Amended and Restated Common Stock Purchase Warrant -- Series

A issued to Richard D. Forman, Peter A. Forman, Dan Levine and Capital

Express LLC.

4.6.6+ Warrants to purchase common stock issued to Legg Mason Wood Walker,

Incorporated.

4.6.7+ Form of warrant to purchase common stock issued to consultants.

4.6.8+ Warrant to purchase common stock issued to Terrence Kaliner.

4.7.1+ Employee Stock Option Certificate issued to Richard D. Forman.

4.7.2+ Stock Option Certificate issued to Pondfield Associates, Inc.

5.1 Opinion of Brobeck, Phleger & Harrison LLP.

10.1+ 1997 Stock Option Plan.

10.2+ 1999 Stock Option Plan.

10.3+ Registrar Accreditation Agreement, dated November 30, 1999, by and

between ICANN and Register.com, Inc.

10.4+ Registrar License and Agreement, dated December 13, 1999, by and

between Network Solutions, Inc. and Register.com, Inc.

10.5+ Lease between Pennbus Realties, Inc. and Forman Interactive Corp.

10.6+ 2000 Stock Incentive Plan.

10.7+ Employee Stock Purchase Plan.

10.8+ Employment Agreement, dated November 15, 1995, with Richard D.

Forman.

10.8.2+ Employment Agreement, dated February 27, 2000, with Richard D. Forman.

10.9+ Employment Agreement with Jack S. Levy.

10.10+ Marketing Agreement, dated as of May 21, 1999, with Staples, Inc.

10.11+ Joint Marketing and Distribution Agreement, dated as of June 25, 1999, with

Concentric Network Corporation.

10.12.1 + Lock Up and Voting Agreement, dated February 2, 2000, by and between

Exhibit

Number Description

--------------- -----------------------------------------------------------------------------

10.12.2 + Lock Up and Voting Agreement, dated February 28, 2000, by and between

10.13 Letter agreement, dated January 31, 2000, with Internet Web Builders LLC and

Kenneth R. Grief.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).

24.1 + Powers of attorney.

24.2 + Power of attorney of Reginald Van Lee.

27.1 + Financial Data Schedule.

------------

+ Previously filed.

--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

----------------

EXHIBITS

Amendment No. 3

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

----------------

(Exact name of registrant as specified in charter)

--------------------------------------------------------------------------------

EX-5.1

EXHIBIT 5.1

March 2, 2000

575 Eighth Avenue, Eleventh Floor

New York, New York 10018

Re: Register.com, Inc.--Registration Statement on Form S-1

(No. 333-93533)

------------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to Register.com, Inc., a Delaware corporation

(the "Company"), in connection with the proposed (A) issuance and sale by the

Company of up to an aggregate of 5,222,279 shares of the Company's Common Stock,

par value $.0001 per share and (B) sale of up to an aggregate of 527,721 shares

by certain selling stockholders (collectively, the "Shares"), pursuant to the

Company's Registration Statement on Form S-1 (the "Registration Statement")

filed with the Securities and Exchange Commission under the Securities Act of

1933, as amended (the "Act").

This opinion is being furnished in accordance with the requirements of

Item 16(a) of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.

We have reviewed the Company's charter documents and the corporate

proceedings taken by the Company in connection with the issuance and sale of the

Shares. Based on such review, we are of the opinion that the Shares have been

duly authorized, and if, as and when issued in accordance with the Registration

Statement and the related prospectus (as amended and supplemented through the

date of issuance) will be legally issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as Exhibit 5.1 to the

Registration Statement and to the reference to this firm under the caption

"Legal Matters" in the prospectus which is part of the Registration Statement.

In giving this consent, we do not thereby admit that we are within the category

of persons whose consent is required under Section 7 of the Act, the rules and

regulations of the Securities and Exchange Commission promulgated thereunder.

This opinion letter is rendered as of the date first written above. Our

opinion is expressly limited to the matters set forth above and we render no

opinion, whether by implication or otherwise, as to any other matters relating

to the Company or the Shares.

Very truly yours,

/S/ BROBECK, PHLEGER & HARRISON LLP

EX-10.13

EXHIBIT 10.13

575 Eighth Avenue

11th Floor

New York, New York 10018

January 31, 2000

Internet Web Builders, L.L.C.

1270 Avenue of the Americas, Suite 1905

New York, New York 10019

Attention: Kenneth Greif

Re: Register.com, Inc. Board of Directors

-------------------------------------

Dear Mr. Greif:

Reference is hereby made to the Amended and Restated

Stockholder Agreement (the "Agreement"), dated as of June 30, 1999, by and among

the Company, Internet Web Builders, L.L.C. ("IWB") and certain other

stockholders of the Company, pursuant to which Agreement IWB received among

other things the right to elect one member to the Board of Directors of the

Company ("the Board"). In consideration of the mutual agreements set forth

herein and other good and valuable consideration, the receipt and sufficiency of

which is hereby acknowledged, the Company and IWB agree as follows:

1. IWB hereby agrees to forfeit its right pursuant to Section

9(a) of the Agreement to designate one member to the Board, effective as of the

date hereof. IWB further agrees and understands that, pursuant to Section 9(d)

of the Agreement, the remaining members of the Board shall be entitled to fill

such position.

2. The Company hereby grants Mr. Greif (the "Observer"),

effective as of the date hereof, the non-transferrable right to attend all

meetings of the Board in a non-voting observer capacity and, in this respect,

shall give such Observer, at the same time such information is distributed to

the Board, copies of all notices, minutes, consents, correspondence and other

material that the Company provides to its directors, including being placed on

the circulation list for the contemporaneous receipt of all e-mail

correspondence. Such Observer may participate in discussions of matters brought

before the Board.

The Company's agreement under this Section is subject to the

agreement by the Observer to hold in confidence all information and materials

(other than (a) information and materials that are or becomes generally

available to the public through no improper action or inaction on the part of

the Observer or (b) was properly in the Observer's possession or properly known

by the Observer without restriction prior to receipt from the Company or (c) was

rightfully disclosed to the Observer by a third party without restriction) that

he may receive or be given access to in connection with meetings of the Board

and to be held, with respect to all information so provided, to the same

standards as are Board members pursuant to their duties under Delaware law. The

Observer also agrees that the Observer may be excluded from certain confidential

"closed sessions" of the Board during such portions of its meeting at which the

presence of the Observer would (i) jeopardize the Company's attorney-client

privilege, (ii) be inappropriate for reasons of conflicts of interest or (iii)

otherwise be prohibited by law as advised by legal counsel to the Company.

The rights of the Observer described in this Section shall

terminate upon the first to occur of: (a) the date that is eighteen months after

the closing of the initial public offering of the Company, (b) the closing of

any merger or other acquisition involving the Company in which the Company is

not the surviving corporation or in which the shareholders of the Company

immediately prior to such transaction own less than fifty percent of the voting

equity securities of the surviving corporation or entity immediately after such

transaction, (c) the date on which the Observer, in conjunction with members of

his immediate family or trusts held for the benefit of himself or his immediate

family, shall no longer be the beneficial holder of at least 5% of the

outstanding securities of the Company or (d) upon the mailing by the Observer of

a letter by certified mail to the Company announcing his intention to terminate

his rights hereunder.

3. This letter agreement shall supersede any and all prior or

contemporaneous agreements between the parties hereto only with respect to the

specific subject matter hereof, and shall be governed by and construed

exclusively in accordance with the internal laws of the State of New York,

without giving effect to the principles of conflicts of law. This letter

agreement may be amended only by a writing signed by the parties hereto. If one

or more provisions of this agreement are held to be unenforceable under

applicable law, then such provisions(s) will be excluded from this agreement and

the balance of this agreement will be interpreted as if such provisions(s) were

so excluded and will be enforceable in accordance with its terms. Nothing in

this letter agreement, express or implied, is intended to confer upon any

person, other than the parties hereto and their successors and assigns, any

rights or remedies under or by reason of this letter agreement.

This letter agreement may be executed in counterparts, each of

which shall be deemed an original, but all of which together shall constitute

one and the same instrument.

Please indicate your acceptance of the foregoing provisions of

this letter agreement by signing where indicated and returning it to the

undersigned.

Sincerely,

By: /s/ Richard D. Forman

--------------------------

Name: Richard D. Forman

Title: President and CEO

ACCEPTED AND AGREED:

-------------------

INTERNET WEB BUILDERS, L.L.C.

By: /s/ Kenneth Greif

---------------------------

Name: Kenneth Greif

Title: Managing Member

/s/ Kenneth Greif

----------------------

Kenneth Greif

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form S-1 of our

report dated January 31, 2000 relating to the financial statements and

financial statement schedule of Register.com, Inc., which appears in such

Registration Statement. We also consent to the references to us under the

headings "Experts" and "Selected Financial Data" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

-------------------------------

New York, New York

February 28, 2000

Filing Type:	S-1/A
Description:	Registration Statement
Filing Date:	Mar 2, 2000
Period End:	N/A

Primary Exchange:	NASDAQ - National Market System
Ticker:	RCOM

S-1/A

EX-5.1

EX-10.13