[A Registry Operator's Proposal is to be submitted as part of every new TLD application. In case of applications for unsponsored TLDs, the registry operator will be the applicant and should prepare and submit the proposal as part of the application. In the case of applications for sponsored TLDs, the sponsoring organization (or, where the sponsoring organization has not yet been formed, organization(s) or person(s) proposing to form the sponsoring organization) will be the applicant. The sponsoring organization should select the proposed registry operator, have it prepare the Registry Operator's Proposal, and submit it as part of the application.

Please place the legend "CONFIDENTIAL" on any part of your description that you have listed in item F3.1 of your Statement of Requested Confidential Treatment of Materials Submitted.

The Registry Operator's Proposal should be separately bound (if more than one volume, please sequentially number them) and labeled: "Registry Operator's Proposal." and must cover all topics described below. This page, signed on behalf of the registry operator, should be included at the front of the Registry Operator's Proposal.]

I. GENERAL INFORMATION

D1. The first section of the Registry Operator's Proposal (after the signed copy of this page) should be a listing of the following information about the registry operator. Please key your responses to the designators (D1, D2, D3, etc.) below.

RegistryPro was formed by Register.com, Inc. and Virtual Internet, Plc., (JV Partners) which in collaboration with Baltimore Technologies, are submitting this proposal to operate the .pro TLD.

The process of forming this venture, engaging in market research, and reaching out to professional associations with the intellectual property community is the beginning of the larger effort to create a new registry and a new restricted TLD. The significant resources of expertise, time and capital that the parties have brought to bear, represents a firm commitment to make RegistryPro a viable and competitive registry.

In responding to ICANN's questions throughout this proposal, we have offered information on RegistryPro, as well as the two joint venture partners that created RegistryPro, and their supporting partner Baltimore Technologies. In so doing we hope to provide assurances to ICANN that the TLD plans we propose will be developed, managed and implemented by three very strong, experienced, and compatible partners.

While RegistryPro does not itself have a business history, Register.com, Virtual Internet and Baltimore Technologies offer the depth and breath of business, technical and policy experience necessary for the success of the plans proposed.

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

RegistryPro
c/o Hayes & Curran, Solicitors
6 Fitz William Square
Dublin, Ireland
Phone: 011-353-1614-5000
Fax: 011-353-1614-5001
Email: tburke@mhc.ie

Register.com, Inc
575 Eighth Avenue
11^th Floor
New York, NY 10018
USA
Phone: 212-798-9100
Fax: 212-594-9876
Email: ebroitman@register.com (for the purposes of this application) or

sgaon@register.com (for the purposes of this application)

Virtual Internet, Plc
Elysium House
126-8 New Kings Road
London, SW6 4LZ
England
Phone: 011 44 207 565 4085
Fax: 011 44 207 460 4070
Email: nick.martin@vi.net (for the purposes of this application)

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

Virtual Internet
3 Rue des Gesvres
60000 Beauvais
Paris, France

Virtual Internet
Via Richini 2A
Milan, Italy

Virtual Internet
245 Park Avenue, 39^th Floor
New York, NY 10167 USA

Virtual Internet Net Searchers
3 Rue des Haudrietts 3^rd
Paris, France

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

Company Business Entity Law

RegistryPro Limited Corporation Dublin, Ireland

Virtual Internet Public Limited Company London, England

D5. URL of registry operator's principal World Wide Web site.

Company URL

RegistryPro www.registrypro.com;

www.registrypro.net

www.registrypro.org

www.registrypro.co.uk

Virtual Internet www.vi.net

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

Company DUNS Number US Tax ID

RegistryPro n/a n/a

Virtual Internet, Plc 236517418 n/a

D7. Number of employees.

Company Number of Employees

· RegistryPro Five directors, and recruitment in process as described below

· Register.com, Inc. 217

· Virtual Internet 145

RegistryPro will fill staff positions across all functions simultaneously, with key personnel in place at the outset. The structure of the company will be scalable so that it may grow to accommodate the demands of the registry business in the foreseeable future. The first priority will be the hiring of Senior Officers. Of paramount consideration is securing focused vision and operational leadership of the following personnel: Chief Executive Officer, Technologist (CTO), Finance (CFO), Business Development executive, and a veteran marketer with experience marketing in a business-to-business environment. We have initiated searches for these key personnel and expect that with currently available resources, staffing of the respective functional units will be accomplished during the start up period following ICANN approval of this application. Current resources for conducting executive searches include the following firms with which we have established relationships and existing agreements:

Christopher Mill & Partners
25 Bedford Gardens, London, W8, UK
Christopher Mill & Partners undertakes international executive search for a number of international organizations. The company has undertaken a number of executive searches in the IT industry and we understand are currently acting for ICANN.

Robert Half International (RHI Consulting and IT Placement)
Robert Half International provides high level IT placement services and has an office in Ireland. Through this firm, Register.com recruited their Director of Development and Director of System Operations, as well as additional critical technical personnel. Even in a tight labor market, candidates with strong skills and background were presented to Register.com and the open positions were filled efficiently.

Heidrick & Struggles
Heidrick & Struggles is one of the most respected Executive Search firms in the U.S. and has spent much of the past few years expanding their IT practice.

Spence International
Spence International is a boutique executive search firm specializing in strategic search at the Chief Executive level.

In addition to the resources of Executive Search firms, whose resources have already been mobilized, the JV partners have substantial internal resources:

§ Internal resume database (over 5,000 recent, screened, targeted resumes)

§ An active referral network in the US, UK, Ireland and the rest of Europe, including venture capitalists, employees, and business partners.

§ Strong internal recruiting team with the expertise to ramp out executive teams in tight time frames. Evidence of this can be witnessed by both companies’ rapid growth rates.

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

RegistryPro Revenue Data

RegistryPro has no historical financial data as it was established in September 2000. However, the JV partners’ revenues are as follows:

Register.com Revenue Data

Revenues for the 6 months ended June 30, 2000 were $32,667,756; and for the year ended December 31, 1999, $9,644,552.

As of June 30, 2000, Register.com held cash and cash equivalents of $148,332,164 and short-term investments of $26,912,789.

Audited financial statements dated March 2, 2000 were prepared for Register.com’s IPO and unaudited financial statements for the two quarters ended June 30, 2000 are included with this application as Attachment 1.

Virtual Internet Revenue Data

Revenues for the 9 months ended July 31, 2000 were $6,243,000; and for the 13 months ended October 31, 1999, $2,827,500.

As at 31 July 2000, VI held cash balances of $32.5 million.

Audited financial statements for the 13 month period ended October 31, 1999 and unaudited financial statements for the 9 months ended July 31, 2000 are included with this application as Attachment 1.

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

(i) Directors

RegistryPro Directors

Resumes for RegistryPro’s board of directors can be found in Attachment 2.

Richard Cobb

Having earned a law degree at St John’s College, Cambridge, Richard Cobb has worked in the business and technology fields with a legal perspective. Prior to joining Virtual Internet in August 2000, Mr. Cobb served as an Internet corporate finance specialist at Olswang. According to Commercial Lawyer Magazine, Olswang stands as the UK’s most successful law firm. In his capacity, Mr. Cobb worked for such clients as the BBC, Channel 4, Carphone Warehouse, Bloomberg, Chase Manhattan, Gameplay, Belgo, Imagination Technologies and Ideashed.

Ronald A. Fried

As Senior Vice President of Business Development of Register.com Ronald Fried manages business development, mergers & acquisitions, public policy, and project management teams. He makes recommendations for potential strategic partners, as well as acquisition candidates. His duties include analyzing the strategic and financial impact of potential mergers and acquisitions; managing policy and public affairs initiatives and the timely delivery of technical applications. He also manages the communications between technology and business development.

Robert Gardos

As Chief Technology Officer, Robert Gardos is in charge of overseeing all the company’s technological development, strategy and operations. Rob was an instrumental player in getting register.com selected as one of the first five “test-bed” registrars to be accredited by ICANN. He has also shepherded the development of some of the industry’s most innovative domain name applications, including Register.com’s proprietary Domain Manager application, the company’s ticketing system and Domain FastFind. Before joining Register.com, Rob 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, Rob worked as Senior Consultant for Ernst & Young where he managed system selection and implementation projects. From January 1994 to December 1994, Rob was an analyst for UMS Management group, a firm specializing in utility consulting. Rob received his B.S. in Economics from the Wharton School of Business, with a concentration in Finance.

Jonathan Wales

Jonathan Wales joined Virtual Internet in February 2000. He was a senior partner at Wise and Co., a firm of Chartered Accountants based in Surrey. In addition to being responsible for a range of clients within the practice, he has led the corporate finance department handling a range of corporate acquisitions, disposals and management buyouts. Jonathan first worked in the Internet industry in 1997 when he became the Partner responsible for the affairs of Virtual Internet Limited, and was involved in a range of acquisition work on that company’s behalf. Jonathan is a fellow of the Institute of Chartered Accountants in England and Wales.

Anthony Burke

Anthony Burke was educated at Trinity College Dublin, Ireland where he achieved a B.A. (Mod.) in 1974. In 1976 Tony was awarded a Dip. Eur. Int. at the University of Amsterdam, Holland. Anthony qualified as a solicitor in Ireland in 1978 and became a partner at the firm of Mason Hayes & Curran in 1982, specializing in commercial law and related matters. Anthony now specializes in information technology, telecommunications, European and Irish competition law and general contract and commercial matters. Anthony is currently a member of the Irish Society for European Law, the Irish Council of the European Movement and the Irish Centre for European Law. Anthony is co-author of Irish Merger Control Law and the Irish section of Intellectual Property Laws of Europe. Anthony is also a regular contributor to many Irish publications, including WebIreland and Dot.ie.

Register.com Section 16 Officers

Resumes for Register.com’s Section 16 Officers can be found in Attachment 3.

Richard D. Forman President, Chief Executive Officer and Chairman

Richard Forman co-founded register.com in 1994. He is responsible for guiding Register.com’s vision, mission and strategy. Rich has been Register.com’s Chief Executive Officer since March 1996 and its President since March 1998. He has served as one of its Directors since the company’s inception and as Chairman of the Board since May 1999. Since 1994, Rich has also been the President of Lease On Line, Inc., a real estate brokerage and management firm. In addition, Rich has managed real estate in the New York City area since August 1992. Rich was formerly a consultant with Booz Allen & Hamilton, Inc. in its New York City and Sydney, Australia offices. In 1987, Rich 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, Rich received his M.S. in Real Estate from New York University.

Cindy E. Horowitz Vice President and Chief Financial Officer

As Vice President and Chief Financial Officer for Register.com, Cindy Horowitz manages the accounting and finance functions of the company. She develops streamlined policies and procedures for cash management and strategic planning. Her responsibilities include developing finance strategy as it relates to overall corporate strategy of business development, diversification, and mergers and acquisitions as well as M&A strategy. She analyzes partners based on financial fundamentals, and makes recommendations to the Board of Directors.

Information Redacted per confidentiality statement to ICANN

Robert D. Gardos Chief Technology Officer

Jack S. Levy General Counsel and Secretary

As General Counsel and Secretary for Register.com, Jack Levy manages and ensures smooth function in of all legal functions of the Company, including compliance, SEC requirements, policy, contracts, M&A transactions, immigration issues, and litigation. He also acts as secretary to the Board of Directors. His responsibilities include managing the cost associated with departmental use of outside counsel.

Lauren M. Gaviser Director of Strategic Initiatives

As Director of Strategic Initiatives, Lauren Gaviser developed all of the primary relationships for Register.com’s policy and public affairs outreach. She has also been a lead in several proprietary business development initiatives. Her responsibilities include: Oversight of relationships with Network Solutions, the Dept. of Commerce, and ICANN regarding all non-technical issues revolving around the Company’s role as an accredited registrar; Recommendation of strategic partners and acquisitions candidates; Development of business cases for proposed new business opportunities; and Negotiation of contracts with strategic partners, including direct investment and long term relationship development.

Virtual Internet, Plc Directors

Resumes for Virtual Internet’s Board of Directors can be found in Attachment 3.

William Slee Chairman and Non Executive Director

William Slee became Chairman of Virtual Internet in February 2000. he has more than 30 years’ experience in international investment banking, having most recently been a Group Managing Director of Schroders plc and Vice Chairman of J. Henry Schroder & Co, Ltd. He is currently Chairman of De Nationale Investeringsbank, a leading wholesale bank in the Netherlands; Vice Chairman of Singulus Technologies AG, a German company, quoted on the Neuermarkt, which manufactures machinery for the optical disc storage industry; non-executive director of Charles Vogele Holdings AG, a publicly quoted Swiss based European outwear retailer; and a member of the Investment Committee of Algemeen Burgerlijk Pensionenfonds, on of the world’s largest pension funds.

Richard Cobb Company Secretary

Jason Drummond Chief Executive

Jason Drummond founded the original Virtual Internet business in 1996. He started Micromax his first venture, at the age of 15, distributing computer software through newsagents. At 18, he established IDL Communications Limited, a distributor of cellphones and fax machines. He spent approximately three years outside the UK, establishing and running distribution and new media companies in emerging markets such as Russia and Africa, and returned to the UK in 1995, prior to establishing Virtual Internet Limited.

Frederick Mostert Non Executive Director

Frederick Mostert received his law degree from Columbia University School of Law. He is a widely published expert in the area of trademark issues. As Intellectual Property Counsel and Executive Director for the Richemont Group of companies he conducted and oversaw major litigation matters, negotiated and drafted of intellectual property agreements, and secured intellectual property protection for new product development. These activities are undertaken in the areas of international trademark, copyright and patent law. His corporate experience includes work in the investment banking industry where he handled corporate finance matters including public offerings, mergers and acquisitions, leveraged buyouts, due diligence investigations and general corporate representation. He is honorary chairman of the International Trademark Association and a Member of the Industry Advisory Commission of the World Intellectual Property Organization (WIPO). For WIPO, he is a Member of the Panel of Experts of the WIPO Internet Domain Name Process.

Tom Turcan Chief Operating Officer

Tom Turcan joined Virtual Internet in November 1999. Prior to this he was Business Development Director at News International plc, where he played a central role in a series of investment initiatives in magazines, newspapers, radio, telemarketing and new media in the UK and Continental Europe. After completing an MBA from London Business School in 1991, Tom worked for a year as a Strategy Associate for Gemini Consulting, and then spent four years as a key member of the corporate development team at Capital Radio plc. His career began in 1982 as a systems consultant and project manager for Logica plc, specializing in television and real-time communication systems. He holds a first class hours degree in Computational Science from St Andrews University.

Jonathan Wales Chief Financial Officer

(ii) and (iii) Officers and Managers

RegistryPro’s organizational chart (positions to be filled upon bid approval):

Figure 1: RegistryPro Organizational Chart

For information on RegistryPro’s recruitment plan, please refer to D7 above.

Register.com and Virtual Internet are committed to seeing RegistryPro succeed. The JV partners have put in place a multi-skilled, high level team to work with ICANN and the RegistryPro Board of Directors during the interim period of the bid, particularly during negotiation of the agreements, while the RegistryPro management team is being recruited and to supervise initial build up of the registry. Additional staffing and technical resources from within the JV partners and Baltimore Technology, will be available to RegistryPro and ICANN as needed during the negotiation phase.

Resumes for the JV Management and Technical Team can be found in Attachment 4.

The interim period JV Management and Technical Team is composed of:

From Register.com:

Richard Forman Chief Executive Officer

Cindy Horowitz Chief Financial Officer

Ronald A. Fried Senior Vice President, Business Development

Robert Gardos Chief Technology Officer

Internet kiosks. From December 1994 to April 1997, Rob worked as Senior Consultant for Ernst & Young where he managed system selection and implementation projects. From January 1994 to December 1994, Rob was an analyst for UMS Management group, a firm specializing in utility consulting. Rob received his B.S. in Economics from the Wharton School of Business, with a concentration in Finance.

Jack Levy General Counsel

Tom Roth Vice President, Human Resources

As Vice President of Human Resources for Register.com Tom Rogh manages the human resource function of the Company. He develops scalable compensation plans and review processes designed to accommodate the Company’s continued growth. He ensures compliance with all labor laws, including OSHA and EEOC and conducts executive searches as necessary using internal resources and recruitment consultants.

Jack Kerins Vice President, Customer Service

As Vice President of Customer Service for Register.com, Jack Kerins has complete P&L responsibility for the Customer Service department, the most rapidly growing department of the company. His duties include management of all vendors related to the call center environment. He oversees the Customer Service Managers (both technical and line managers). He has developed a strategic outsourcing plan for level 1 Call Center Support. He has also developed plans to improve customer satisfaction through the implementation of customer surveys, increased training, and supervision. While at Register.com, Jack has improved cost per customer (acquisitions costs) through the use of sophisticated technical enhancements and root cause analysis. Since he joined the company in early 2000, the metrics for response times have increased dramatically. He converted the customer service group from primarily an email center to a phone center with email support.

Elana Broitman Director, Policy and Public Affairs

As Director of Policy and Public Affairs for Register.com Elana Broitman ensures Register.com's adherence to ICANN regulations by actively working with internal technology, marketing, finance and customer service management. She acts as primary liaison with ICANN; develops consensus within registrar constituency for favorable policies; and drives initiatives for new TLDs. He position requires that she stay abreast of all policy developments as they effect registrar and registry interests.

Sloan Gaon Director, Business Development

As Director of Business Development for Register.com Sloan Gaon makes recommendations for potential strategic partners, as well as acquisition candidates. He analyzes the strategic and financial impact of potential mergers and acquisitions and negotiates new business initiatives, including joint ventures, strategic partners, and acquisition candidates.

From Virtual Internet:

Jason Drummond Chief Executive Officer

Jonathan Wales Chief Financial Officer

Richard Cobb Head of Legal Services

Mark Cartwright Technical Director

Having earned an MSc degree in Information Systems, Mr. Cartwright holds 17 years direct experience in the Internet, registry and registrar industries. Throughout his career in this capacity, he has managed hosting and DNS services, as well as the process to become Shared Registry System (SRS) operational registrar. His responsibilities have further included supplier management for telecommunications, hardware, software and Internet Data Center provisioning entities.

Nick Martin Corporate Finance Manager

Nick Martin qualified as a chartered accountant in 1991 at Arthur Andersen in London and has spent 10 years undertaking both operational and project finance roles. He has undertaken corporate finance and restructuring assignments in the UK, Egypt, Former Soviet Union countries and South East Asia. He has also acted as interim finance controller for a major UK retailer, General Manager for a large UK leasing company and provided financial policy advice to the governments and central bankers of South East Asia during the currency crisis of 1999. In June 2000 he joined Virtual Internet where he has undertaken a number of due diligence reviews of potential acquisition clients and successfully completed the acquisition of an Internet company.

Nick Wood Managing Director, Net Searches

Nicholas Wood joined Virtual Internet upon the acquisition of Net Searchers in April 1999. Prior to this he worked in freelance consultancy, corporate investigations and marketing management for 18 years. He is an Associate Member of the Institute of Trade Mark Attorneys and serves on committees for MARQUES, the Association of European Trade Mark Owners, INTA, the International Trade Mark Association as well as the Editorial Board of Trade Mark World magazine. He is co-author of “Domain Names: Global Law and Practice” to be published by Sweet & Maxwell in May 2000. He holds a BA (Hons) degree from London University and an MA from The City University.

Stephen Etheridge Special Projects Manager, Databases

Stephen Etheridge holds over 10 years of senior level experience, within both large corporate and small business environments. Having worked for such industry players as ShoutLoud.com, Henry Schein Technologies and Broadland Distribution, Mr. Etheridge possesses specific experience in high technology markets as well as a broad business, legal and financial knowledge.

(iv) Owners of over 5% of the RegistryPro Shares

100 Percent of the current shares are owned by Register.com and Virtual Internet.

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

For RegistryPro:
Elana Broitman
575 Eighth Avenue, 11^th Floor
New York, NY 10018, USA
Phone: 212-798-9100
Fax: 212-594-9876
Email: ebroitman@register.com

Sloan Gaon
575 Eighth Avenue, 11^th Floor
New York, NY 10018, USA
Phone: 212-798-9100
Fax: 212-594-9876
Email: sgaon@register.com

For Register.com, Inc.:
Elana Broitman
575 Eighth Avenue, 11^th Floor
New York, NY 10018, USA
Phone: 212-798-9100
Fax: 212-594-9876
Email: ebroitman@register.com

Sloan Gaon
575 Eighth Avenue, 11^th Floor
New York, NY 10018, USA
Phone: 212-798-9100
Fax: 212-594-9876
Email: sgaon@register.com

Virtual Internet Plc:
Nicholas Martin
Elysium House
126-8 New Kings Road
London, SW6 4LZ
England
Phone: 011 44 207 565 4085
Fax: 011 44 207 460 4070
Email: nick.martin@vi.net

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

Baltimore Technologies is a committed partner to the RegistryPro proposal. They are not a subcontractor to this business venture as the possibility of them becoming a RegistryPro equity holder is under discussion. Therefore, we have included information about them in this section of our application. Baltimore Technologies' 1999 Annual Report and the Interim Results for the six months ended June 30, 2000 can be found as Attachment 1 within this application.

Baltimore Technologies US Headquarters
77 A Street
Needham Heights, MA 02494
USA
Phone: (781) 455-3333
Fax: (781) 455-4005
DUNS Number: 964297782

Staff Size including all locations: 817

Baltimore Technologies in North America

Needham Heights, MA

Cambridge, MA

San Mateo, CA

New York, NY

McLean, VA

Raleigh, NC

Chicago, IL

Loxahatchee, FL

Atlanta, GA

Canada, ON

Baltimore Technologies in UK

Basingstoke, Hampshire

Hemel Hempstead, Hertfordshire

Parkgate Street, Dublin

Fitzwilliam Lane, Dublin

Baltimore Technologies in Europe

Amsterdam

Stockholm

Upplands Vasby, Sweden.

Munich

Madrid

Paris

Wavre, Belgium

Milan

Baltimore Technologies in Asia

North Sydney

Canberra

Singapore

Hong Kong

Tokyo

RegistryPro has sent requests for proposals for subcontractors to provide billing and customer service support and data escrow services. Proof of our activity in seeking bids in these areas and examples of received bids can be found as Attachment 5. However, we do not provide their addresses or DUNS numbers because final determinations for these functions will not be made until after ICANN approves our application. Sensitive pricing information in these Attachments has been redacted.

II. BUSINESS CAPABILITIES AND PLAN

D12. The second section of the Registry Operator's Proposal (after the "General Information" section) is a description of the registry operator's Business Capabilities and Plan. This section must include a comprehensive, professional‑quality business plan that provides detailed, verified business and financial information about the registry operator. The topics listed below are representative of the type of subjects that will be covered in the Business Capabilities and Plan section of the Registry Operator's Proposal.

[ ICANN will extensively review and analyze this section of the Registry Operator's Proposal. The content, clarity, and professionalism of this section will be important factors in ICANN's evaluation of applications. We strongly recommend securing professional assistance from financial and management consultants to aid in the formulation of your business plan, in securing the necessary sources of financing, and in preparation of this section.]

D13. The Business Capabilities and Plan section should consist of at least the following:

D13.1. Detailed description of the registry operator's capabilities. This should describe general capabilities and activities. This description also offers the registry operator an opportunity to demonstrate the extent of its business and managerial expertise in activities relevant to the operation of the proposed registry. The following items should, at a bare minimum, be covered:

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

The applicant was incorporated in Ireland on February 14, 2000, with a primary location in Dublin, Ireland. The two shareholders are Register.com and Virtual Internet. The JV partners have entered into a formal arrangement with Baltimore Technologies to bring additional technology skills and capacity to RegistryPro, and as previously mentioned, an equity stake for Baltimore Technologies in RegistryPro is under discussion. References for the JV partners are listed in response to question D.13.4.2 below.

For the RegistryPro Board of Directors, staffing model, and plans for the initial staff support, please refer to D.9. RegistryPro has created a multi-faceted team of experts from Register.com and Virtual Internet so that immediately upon receiving approval from ICANN, RegistryPro can engage in the negotiation process and work on establishing a fully operational registry.

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

RegistryPro will bank on the expertise of its three committed partners. Our responses to D13.1.3 and D13.1.4 identify the history and expertise of the partners and D13.2.1 identifies our plans to create a new restricted TLD, complete with a description of core capabilities, products and services and the duration of their provision.

The core capabilities of RegistryPro are drawn from the extensive experience that both its parent companies provide. Register.com’s strong core expertise is in providing a secure, stable and trusted Internet domain name registration service. Register.com supplements its core expertise with other online services to support its customers’ needs, such as web-hosting, trademark protection services, email and domain name forwarding, and website-creation tools. Virtual Internet contributes its core capabilities in Internet domain name registration, e-mail, website hosting and electronic commerce services, and Internet brand and trademark protection services to monitor the use and abuse of customers’ brands and trademarks on-line.

In this combined effort as RegistryPro, the new company’s business operations will be composed of the following features:

Services

The services offered by RegistryPro are designed to allow registrars to meet the burgeoning consumer need for different types of TLD and DNS services, whilst maintaining an orderly registry procedure that ensures proper rights and protections for brands and individuals.

Products

RegistryPro will build complementary products and proprietary communications software that will support consumer confidence and work to fulfill the needs of registrars as well as professional organizations and intellectual property interests.

For more in depth discussion of RegistryPro's operations, products and services please refer to Section D13.2.1.

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

RegistryPro combines the capabilities and experience of strong players with history and knowledge in the domain name industry. The corporate history for each of the JV partners and Baltimore Technologies that formed RegistryPro and an introduction to the services and products they have developed is provided below. RegistryPro services and products will be provided for the term of the ICANN agreement.

Register.com

Register.com was originally 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. Register.com’s principal executive offices are located at 575 Eighth Avenue, 11th Floor, New York, New York 10018.

In April 1999, the Company was selected as one of the initial five testbed registrars to register general top level domain names by the Internet Corporation for Assigned Names and Numbers (ICANN). In June 1999, the Company commenced online registration as an ICANN-accredited registrar of .com, .net and .org domains. In March 2000, Register.com issued an initial stock offering.

In a short time, Register.com has become one of the leading trusted registrars in the global market. Register.com ranked as one of the Top 100 Web Sites in PC Magazine’s April 1999 and July 1999 issues, and in POV Magazine’s November 1999 issue. It was also named one of the Fortune Magazine’s Top 25 Products to Watch in June 1999.

Register.com’s strong core expertise is in providing a secure, stable and trusted domain name registration service. Register.com has gained experience processing domain name registrations not only with gTLDs, but also in over 160 different country code TLDs (ccTLDs). Currently, ccTLD registries employ a wide range of registration systems and policies ranging from manual applications to processes that mirror the current gTLD SRS system. Register.com is in a unique position where it is able to leverage its knowledge of all of these various systems and choose the best aspects of each to find the most optimum way to run, and effectively manage, its own registry.

In all cases, registration is a simple six-step process that's fully automated and completely web based. Register.com provides a fast, easy service and excellent customer support. We will maintain this level of quality in the services of a new registry with which we would be involved.

Register.com supplements its core expertise with other online services to support its customers’ needs, such as web-hosting, trademark protection services, email and domain name forwarding, and website-creation tools.

Virtual Internet Plc

Virtual Internet is a leading European domain-based Internet services company offering solutions that enable businesses to communicate, sell products and protect their brands and trade marks on the Internet. VI provides Internet domain name registration, e-mail, website hosting and electronic commerce services that enable business to be undertaken on-line. In addition, VI provides Internet brand and trade mark protection services to monitor the use and abuse of customers’ brands and trade marks on-line. VI currently hosts over 75,000 domain name registrations and has experience of registering names in every ccTLD.

Virtual Internet’s original business was established in London in 1996 by Jason Drummond as a domain name registration company. Subsequently it has expanded its service offering and geographical coverage by a combination of organic growth, acquisitions and formation of strategic relationships. In September 1997, VI took a minority stake in VIS, a French company that acts as a domain-based services provider. In September 1999, VI purchased the remaining shareholding. VIS now provides the full range of VI’s products and, according to AFNIC, the French Registration Authority, is one of the leading domain-based services companies in France. It also holds exclusive or preferred supplier contracts with AOL France and CompuServe France for domain name registration, e-commerce, web site hosting and e-mail services.

In April 1999, VI acquired Net Searchers which had been established in the UK in 1996. Net Searchers provides intellectual property owners and their advisers with monitoring services on the Internet such as domain name searching, registrations and watching, tracking of intellectual property infringers, domain name reclaiming, Internet anti-piracy campaigns and copyright monitoring. The founder of Net Searchers, Nicholas Wood (managing director of Net Searchers), is a member of VI.

In the second half of 1999, the Group continued its international expansion from its existing operations in the UK and France. The Group now has offices in Beauvais and Paris in France, Milan in Italy and New York in the US.

VI has also sought to expand its business by way of strategic relationships with a number of companies. Examples of companies with whom VI have a strategic relationship are AOL France, Cobalt Networks, CompuServe France, Groupe Credit Mutual, Level (3) Communications, Microsoft Networks and Sage plc.

Baltimore Technologies

Baltimore Technologies is an international provider of information security products and services that enable companies, government agencies and other organizations to conduct secure communications and transactions over computer networks and the Internet. The Company enables its customers to conduct electronic business securely and to interact more effectively with their customers, suppliers and partners.

Since its inception, the Company has evolved from being a high-end security consulting firm advising mainly large government agencies and financial institutions, into an international electronic security provider specializing in a range of software- and hardware-based security products and services.

The business now conducted by Baltimore was originally established in November 1988 as Zergo by a management team led by Professor Henry Beker. Initially, Zergo was a consulting firm specializing in high-end security projects. In 1989, the Company acquired Data Innovation Ltd (now named Baltimore Technologies (UK) Limited), a company which had been trading since 1980 and was involved in the development and manufacture of security hardware products. The acquisition was funded by a syndicate of venture capitalists, led by Apax Partners and Co.Ventures Limited, which subscribed for shares, investing a total of £2.5 million.

The strategic objective of the acquisition was to create a specialist information security company able to provide a wide range of software and hardware products and services including systems integration, consulting and post-sales support. A major element of this strategy was to develop a set of cryptography-based software security products for use with a wide range of computer-based applications, platforms and systems.

Over the years Zergo developed a full complement of security products to augment its security consulting and systems integration expertise. During this time Zergo developed a strong customer list, featuring mainly high-end government agencies and financial institutions. In early 1995, existing and new investors subscribed £1.5 million for shares. The Company invested the proceeds in sales and marketing, product development and infrastructure projects and utilized the balance as working capital. In the same year, Zergo’s ordinary shares were admitted to trading on London’s Alternative Investment Market ( AIM).

On March 31, 1998, the Company acquired the entire issued share capital of Security Domain (now named Baltimore Asia Pacific Pty Ltd), a private Australian company, in consideration for the issue of 2,163,240 new Ordinary Shares. With this acquisition Zergo recognized the opportunity to apply its security expertise to the growing Internet-standard security market and provided the Company with new bases in Australia and United States.

On December 16, 1998 the Company signed an agreement to merge with a privately held Ireland-based company, Baltimore Technologies Limited for consideration of £47 million. A total of 9,071,292 new 1p Ordinary Shares of the Company at a market value of 485p each, and an aggregate of £3.0 millions of Loan notes were issued to fund this acquisition. The agreement was approved by shareholders on January 11, 1999. Baltimore Technologies offers a well-designed PKI product, UniCERT, whose core design is more similar to Zergo’s PKI architecture than the products of any other PKI player.

The Company’s revenues consist of license revenues together with related services, maintenance revenues, hardware sales and third party product revenues. The Company historically generated revenues primarily from information security systems and support services, consulting and systems integration. In 1998 the Company started licensing the rights to its software products to enterprise customers and resellers.

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

The three partners creating RegistryPro have a strong and broad background in providing a range of Internet related services and database development. The two JV Partners have experience in servicing all ccTLDs and understand the pros and cons of offering different products, services and the infrastructure needed to perform these activities.

Register.com

Register.com was the first testbed registrar approved by ICANN to begin registering domain names in gTLDs. Since then, it has become one of the leaders in the domain name industry. Its core expertise and reputation are built on efficient, reliable and secure domain name registration services.

As outlined in D13.1.3, Register.com has gained experience with domain name registrations in the three gTLDs, as well as in 160 different ccTLDs, which use a broad range of registration systems, which Register.com has successfully applied. Through this broad experience, Register.com has learned the optimum way to run a registry in order to satisfy stability and efficiency goals. Register.com would draw upon this experience to build a strong, trusted and competitive registry. As a registrar, Register.com understands the needs of the registrar community and would bring that experience to bear in helping to manage the policies and business practices of the registry. For example, Register.com realizes the need for real time responsiveness of the Whois service to new registrations, transfers, modifications, and deletions. Register.com also appreciates the imperative for a responsive customer service, which can help address registration problems. Finally, Register.com has identified transparency, fair pricing, and immediate release of expired domain names as fundamental practices to promoting competition and consumer protection.

Register.com has been a leader in collaborating with ICANN and the various Internet constituencies. In coordination with the Intellectual Property constituency, Register.com helped to craft and establish the Uniform Dispute Resolution Process to effectively protect trademarks. Moreover, Register.com strictly enforces a corporate policy that protects the interests of its customers’ intellectual property interests. Register.com also participates in ICANN processes to craft fundamental DNS-related policies, including the Registrar Code of Conduct, a Best Practices Statement for the Aftersale Market, and an Escrow Policy. Not only has Register.com played a leadership role in these committees, the company has taken initiative in ensuring the best service to its customers and setting a standard for the registrar community.

Register.com also brings technical facilities and expertise to the process. The company provides DNS service for more than two million domain names making it the largest provider of authoritative DNS services in the world.

To support this service and its registrations, Register.com has implemented a highly scalable and redundant database infrastructure capable of supporting tens of thousands of new registrations daily.

Virtual Internet

Virtual Internet has over four years of experience in developing leading edge Internet products and servicing customers across Europe and the US. VI brings to the partnership a wealth of experience and knowledge of dealing both customers and suppliers on an international basis. The range of products it offers its customers reflects not only its experience but also its success to date. These products include:

Domain name registration: VI has been involved in the registration of domain names either as a retailer or wholesaler since incorporation. It is an ICANN accredited registrar for the registration of gTLDs. VI also undertakes the registration of domain names across all ccTLDs through its global fulfillment center. In July 2000, VI launched Nomodo which is a fully automated domain name and hosting registration site. Nomodo was developed in house by VI’s technical team and is fully automated at both the front and back end. VI currently hosts over 75,000 domain names.

VI runs a resilient DNS system for its hosted domain names using BIND. The in house technical team have designed and implemented a fully redundant DNS system which incorporates a DNS farm which will provide guaranteed 24X365 uptime.

Website hosting: This is a service VI provides to its customers which allows a customer to publish and maintain a website linked to its own domain name on a shared server. VI’s systems are located in three data centers at Fulham, Level (3) and Telehouse and its network spans all three. The DNS systems required to support domain name hosting comprise a primary server, based at Level (3), and a secondary server (based at Telehouse). Both sites have fully redundant networks to the London Internet Exchange. Level (3) – where the primary DNS server is located – has additional redundancy through its other gateways in, amongst others, places such as Frankfurt, Paris, Amsterdam and Brussels – these provide connectivity to the other major, European Internet exchanges (DE-CIX in Germany, AMS-IX in the Netherdlands and SFINX in France).

Power supplies are fully protected using redundant supply, UPS and generator backup.

Access to Level (3) and Telehouse is rigorously controlled with measurers including

§ Access only permitted to nominated staff;

§ Protection using photo-card and PIN;

§ Palm-print identification system.

In the unlikely event of a failure of the primary DNS server requests are automatically routed to the secondary DNS located at Telehouse. VI have never experienced concurrent loss of both DNS servers and unplanned outage of the primary server.

Both servers are monitored by VI’s network management system which provides automatic and immediate alert of any problems – this includes pager alert. VI technicians respond within 5 minutes of any such alert on a 24 x 365 basis.

Database hosting: VI offers the following database hosting services Oracle, Microsoft SQL Server2 database and Postgres services. VI has also developed their own databases, these include:

§ a global name database holding over 20 million records.

§ Customer databases.

§ Registrar databases supporting VI’s production registrar service and providing whois services.

Virtual Internet also operates as a member of the Oracle Partnership Programme.

Internet brand and trade mark protection services: Virtual Internet, through its subsidiary Net Searchers provides a comprehensive set of Internet brand and trade work protection services. Net Searchers focuses on corporate naming and registration worldwide and specializes in the policing and monitoring the use of brands and trade marks on the Internet. The various services offered in these areas are:

§ Global naming - Registering domain names globally. There are 220 jurisdictions in the world where a domain name can be registered and VI has experience in all of these.

§ Domain name searching, watching and management - Provision of various domain name services, including checks on ownership, monthly monitoring and renewals.

§ Internet audits - An integrated service to identify where and how a customer, its brands and trade marks appear on the Internet.

§ Brand patrol - Monitoring and reporting on the use of a customer’s name, product, trade mark or logo on the web and in Internet discussion groups.

§ Infringer tracking and anti-piracy campaigns - A specialist service to support customers in identifying infringements, those persons behind them and providing a platform for legal enforcement.

§ Business and market intelligence - Provision of market surveys and specialist reports compiled from Internet information resources.

§ Specialist services - Such as Net Searchers Music, offering searches for copyright infringement within the music industry and information regarding sales of bootleg copies of performances by British artists on the Internet.

The Group has provided its brand and trade mark protection services to over half of the FTSE 100 companies and other well known companies, including:

Abbey National plc
AstraZeneca plc
BMW Group AG

Cable and Wireless plc
CNBC
Deutsche Bank AG

GlaxoWellcome plc
Rolls-Royce plc
Tesco plc

In addition, Net Searchers is retained by a number of law firms to assist those firms in developing commercial and trade mark protection strategies for their respective clients, including helping in the identification of trade mark infringers. Net Searchers has provided services to 17 out of the top 20 UK law firms as ranked by number of fee earners and listed in the Legal 500 (1999 edition) and carries out work for law firms in the US. In addition, Net Searchers is now developing its commercial relationships with continental European law firms.

Not only has Virtual Internet played an active role in the development of Internet products and services, it has also been involved in policy formulation at the highest level. Jason Drummond of Virtual Internet and Nick Wood of Net Searchers attended the meeting in 1997 in Geneva called by Jon Postel to discuss proposals for opening up the gTLD name space. They were amongst the original signatories of the IAHAC declaration at the end of that meeting and have participated in every stage of the process that led from the CORE-MOU through to the Green Paper, the White Paper and the WIPO Domain Name Process. Nick Wood was a founder member of the Intellectual Property Constituency of the Domain Name Supporting Organization, attending the first meeting on behalf of MARQUES, the European Brand Owners Association and the Institute of Trade Mark Attorneys. He hosted the second meeting of the IPC in London and has coordinated meetings in London and Paris at which WIPO and ICANN representatives have introduced UDRP to the intellectual property constituency.

Baltimore Technologies

Baltimore Technologies’ flexible, interoperable and scalable e-security technology helps clients to conform to strict industry standards and regulatory requirements compromising the fundamentals of privacy and integrity. Baltimore UniCERT is an award winning certificate management system, used in e-security solutions to provide full strength security for a wide range of e-business and enterprise systems. UniCERT provides key management, authentication and non-repudiation of electronic transactions for financial services, governments, healthcare and e-service providers in over 40 countries worldwide.

Baltimore Technologies develops and markets security products and services to enable companies to develop trusted, secure systems for e-business, the Internet and mobile commerce. Its products include a wide range of Public Key Infrastructure (PKI) systems, wireless e-security solutions, cryptographic toolkits, security applications, security infrastructure for mission critical Data Center environments, high-speed, reliable, secure cryptographic hardware. and hardware cryptographic devices. Baltimore's global professional services organization offers a wide variety of consulting, training and deployment support to its customers worldwide. Baltimore Technologies markets and sells its solutions worldwide directly and through the TrustedWorld™ channel program. Baltimore TrustedWorld includes many of the world's leading technology companies and a wide variety of global, regional and local business alliance partners.

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

RegistryPro’s mission is to create a reliable, sustainable registry of licensed professionals such as doctors, lawyers and accountants, among others. By utilizing concrete registration requirements, RegistryPro will ensure that the professional status of any individual can be checked online.

The rationality of this mission as a business concept is derived directly from the increasing levels of uncertainty that consumers experience on the Internet. With the proliferation of Internet usage as a new, efficient and rapid communication and sales tool for businesses and professionals, Internet users are not only faced with the challenge of finding precisely what they are looking for, but, in the absence of substantial, time-consuming research, they are presently unable to confirm that the sites they use are legitimate. This is particularly important for the Internet’s facilitation of consumers and professionals connecting across diverse locations.

By adopting the notion of a restricted TLD, ICANN has laid the foundation for an Internet platform which underscores consumer confidence. RegistryPro believes that the appropriate starting point for a restricted registry is for professional services. Society has already dictated a need for the licensing of these professionals to protect consumers against fraud. The logical extension of these regulations to the Internet is to provide a TLD --.pro-- where practitioners of the professions can register and communicate to the consumer evidence of their professional qualifications.

RegistryPro will not only provide a more reliable and robust service to .pro registrants and registrars, but also raise the standards for registry responsiveness and effectiveness. RegistryPro is committed to establishing a new benchmark for registry functionality. The .pro registry will implement registrations in real time, run on a redundant network to ensure reliability, and establish a centralized Whois database that will allow for robust searching capability.

RegistryPro’s aim is to improve the reliability and responsiveness of the registry system at all levels—through technological, business and policy advancements. The experience that the RegistryPro joint venture partners have had as registrars provides unique insight into the need for improved registry services. By raising the standard of those services, RegistryPro will help improve the practices of the industry and foster competition among registries. RegistryPro is committed through its experience and talent to developing such a registry for the benefit of registrars and the public.

Business Overview

With its extensive business and marketing plan, RegistryPro will attract consumers to the registrars registering .pro names. RegistryPro will provide professionals and consumers with a new, more accurate and ordered system by which they might define and find professional services on the Internet.

A secondary, but important void that will be served by the creation of .pro as a TLD address is the lack of domain names available to professionals to distinguish their line of work. The limited number of the available popular or attractive names and the broad lines of registrants claiming .com registrations is a source of confusion among consumers seeking professionals on the web. It undermines the professionals’ use of the DNS – the Internet lags behind basic published directories in this sense. By creating a .pro TLD, professionals may be more likely to use the Internet as a resource to attract and communicate with consumers.

The .pro TLD will establish secondary domain names tailored to specific professions which will assist in ensuring maximum availability of domain names and in enabling the consumer to make distinctions among professionals. For example, JamesRClarke.doc.pro can easily be distinguished from JamesRClarke.law.pro and enables two James R. Clarkes to have a .pro designation.

The .pro TLD will become, in some respects, a directory of professionals locally and around the world. For example, if you are referred to a lawyer in Hong Kong, a simple check of JohnWLee.law.pro will indicate that Mr. Lee is indeed a licensed attorney in Hong Kong and presumably Mr. Lee will either have a website for his domain name or a referral to the website of the firm with which he practices. Similarly, if a consumer in New York is looking for a doctor, an Internet search on med.pro will enable her to find one. Even with the systems and technology presently in place, there is still no other tool offering this fundamental organized approach to Internet users.

We believe the .pro TLD will become extremely popular in the professional community and that it will address a number of currently unmet needs. The .pro TLD administered by RegistryPro will:

· Increase the available pool of attractive domain names;

· Foster the professionals’ ability to distinguish themselves on the Internet;

· Foster consumer confidence that the professionals listed with a .pro TLD have provided evidence of their professional qualifications; and

· Offer policies and safeguards to ensure all registrars the security and protection they require for their trademarks and other professional and consumer rights.

By developing market niche registry categories, RegistryPro believes that .pro will help consumers navigate through the DNS. RegistryPro will establish those professional categories with readily identifiable and traditional self-governance mechanisms in place for independent verification. This course will further stabilize the expanded DNS, simplify consumer navigation, and support operational transparency.

Key Business Strategies

RegistryPro will employ quantifiable evaluation methods to continuously improve its business models and enhance the registrars’ and end users’ experience. Through regular analysis of its brand positioning and strategic deployment, RegistryPro will maintain and update technical standards, measure overall efficiency and manage risk.

Key components of RegistryPro’s business strategy include:

Ø The deployment of a solid technical infrastructure and policies that support open, real time registrar services. RegistryPro believes that this is essential in order to foster growth and competition among registries.

Ø The leveraging of the core financial and technological strength of RegistryPro. Through its partners, RegistryPro will provide maximum and sustained competition at the registry level where smaller, less well capitalized enterprises may not have staying power.

Ø The focus of resources on creating a system that protects domain name holders from unscrupulous activity and system failures.

Ø The formation of alliances with professional associations and accrediting agencies. Through these alliances, RegistryPro will have an invaluable tool to help guide policies and procedures to protect the .pro standard.

Ø With these relationships, RegistryPro will develop registrant and consumer support for the new TLD as well as to offer new services for association members and new tools for consumers in search of these professionals.

Ø The implementation of a strategic marketing plan which adopts innovative and traditional advertising and promotion initiatives, in particular through the professional associations aligned with the .pro TLD.

The cornerstone of RegistryPro’s business is predicated upon a few key elements that are essential to clear and efficient use of Internet-based electronic communication:

¨ Structured and robust technical systems - to guarantee a stable, sustainable and expandable infrastructure;

¨ Broad and flexible policy development – in partnership with ICANN to promote diverse commercial enterprises through orderly registration processes and data flow;

¨ Effective security measures - to protect consumer rights, brands and trademarks;

¨ Transparent operations - to engender confidence among consumers and business partners;

¨ Solid business plans - to respond quickly to future developments including both expanding and contracting economies and markets;

¨ Effective leadership - to provide experienced and stable authority to formulate policy and operate a long-term, effective and profitable business; and

¨ Independent and trusted policy enforcement – to support ICANN’s mission.

RegistryPro represents a clear opportunity for a new and more user friendly Internet.

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

Refer to Appendix 1 for job descriptions for key management team members to be recruited per the staffing plan identified in our response to D13.1.7, Attachment 2 for resumes RegistryPro directors, and Attachment 4 for resumes of the interim Management and Technical Team.

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

The following organizational chart shows the staffing structure to be filled by RegistryPro upon ICANN application approval.

Figure 2: RegistryPro Organizational Chart

RegistryPro anticipates the total number of employees needed in the initial buildout will be 27. It is also estimated that four IT contractors will be required to assist in the initial buildout.

The entities which are combining resources to build RegistryPro have a demonstrated track record in building stable, secure, long-term, and highly functional operational units in order to meet the extraordinary growth demands of the Internet infrastructure business.

Register.com, with just 15 employees in the fall of 1998, grew to 60 employees by June of 1999. This period of extraordinary growth, accomplished in less than six months time, was a critical implementation of hiring practice and organizational development to accomplish the strategic goals of the impending quarter. Early in 1999, Register.com, inc. was working aggressively to build internal infrastructure, both operationally and technically, to meet the ICANN requirements for consideration as an official registrar. Against the odds, Register.com met these requirements in unforeseen timeframes. A majority of the key personnel comprising this initial group of employees have developed into the leaders of Register.com.

From June of 1999 to the present, Register.com has more than tripled the employee base to our present headcount of 217. It also bears mentioning that this aggressive growth was all accomplished during one of the tightest labor markets in recent history. Despite the rapidity of growth, Register.com is a rarity among Internet companies, with low turnover rates in strategic and operational areas.

The combination of low-turnover rates and leadership development of company founders point to another important track record; that is, effective hiring practice.

Register.com’s hiring methodology was implemented in December of 1998, via presentation to the senior management team and individual workshops. Some of the fundamentals of the Company’s employee hiring policies include:

§ Minimum of three interviews

§ Prior to any search initiation, required drafting of a detailed job description including 6 month strategic goals, with recommended salaries approved through the Finance group

§         Ongoing development of interviewing skills, including:
     Training in performance-based questioning
     Development of listening skills
     Resume assessment
     Interviewing protocol (70% listening, 30% talking)
     Critical evaluation of response to “good chemistry”

§ Extensive reference checking, with a minimum requirement of 3 professional references, of which two are former supervisors

§ Validation of employment record, including salary information

§ Credit, security, and arrest record checks where appropriate

Once employees have been hired, RegistryPro plans to model an employee training program on that which has been implemented at Register.com, entitled “Customer Service College.” This curriculum is ever-evolving as the company introduces new products and functionality to the website, and addresses the technical intricacies of the domain name registration business. Much of the curriculum, including tutorials on the architecture of the Internet, the network relationship between registrars and registries, DNS, domain name forwarding, and registry transfer will be easily adapted to RegistryPro. Additionally, Register.com, inc. presently offers training in areas of organization development, including leadership and time management skills, sexual harassment awareness, tech-for-dummies” training, and interviewing skills workshops.

Virtual Internet has similar growth experience to Register.com. On October 31, 1998, the Company had 11 employees. One year later, it had more than tripled in size to 39. And less than one year later, it had grown again to 146 staff members.

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

Virtual Internet has secured a letter from Jequier Newitt Insurance Brokers confirming their interest in providing RegistryPro a $14 million employer’s liability insurance policy in addition to other coverage. This letter and other proof of this insurance policy are attached to this application as Attachment 6.

Similarly, Register.com has secured a letter from Erich Courant & Co, Inc. Insurance Services confirming their interest in providing general, director and other liability insurance policies to RegistryPro. This letter is attached as Attachment 6.

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

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

RegistryPro will create and operate a “thick” registry, the architecture of which is laid out in Section III of the application. The registry will provide all of the services necessary for proper utilization of the DNS, while maintaining authoritative Whois records in one centralized database.

The registry will provide three basic services. It will interface with registrars so they can submit registrations and modifications, or check the availability or other status of requested domain names. It will also house and provide authoritative centralized Whois database for .pro names. Finally, it will provide top level naming service (DNS service) delegating .pro lookups to the appropriate authoritative servers.

This “thick” registry architecture, rather than a “thin” architecture, is especially beneficial to the .pro TLD structure. Not only will it be easier to carry out Whois queries (in order to search for cases of trademark infringement or other misuses of the TLD) with all of the information centralized in one location, but it will also be much easier to change records and automate transfers. Further, .pro will have a unified and continuous restriction policy, which would be supported by periodically updated Whois records. Although role of keeping the Whois updated will remain with registrars, the “thick” architecture will allow the registry to flag records that are in need of updates and automatically alert registrars.

RegistryPro's business operations will be composed of the following features:

Core Capabilities

· Registry Operations - The registry will interface with registrars, house and provide all Whois information for .pro names, and provide top level naming services (DNS service) delegating lookups to appropriate authoritative servers. Operating the shared registration system allows registrars to register new second level domain names on behalf of registrants, as well as submit modifications, transfers, renewals, and deletions of existing second level domain names.

· Centralized Whois Plus – The registry will meet the capability present in the current .com, .net, and .org registries, and enhance such capability with increased information on each registrant and increased and centralized search functionality.

· Database development and maintenance - development and maintenance of the databases for the .pro TLD and Sublevel Domains (SLDs) - including maintenance of domain names through frequent real time updates to the Internet and maintenance of all second level domain names in the .pro TLD and SLDs.

· System backups and secondary systems - In addition to providing unparalleled levels of system and data security, RegistryPro will encourage the adoption of new security measures for the entire Internet community, such as DNS security extensions.

· System security - RegistryPro digital security system will provide highly redundant services, including operational facilities for core registry functions on two continents. Extensive backups and data escrow further guarantee the availability of registry information.

· System maintenance and improvement - RegistryPro will pro-actively maintain and upgrade all systems to ensure continuous operation and maximum performance of the registry. These activities and the security measures that will be employed will help us respond to unexpected system failures.

· Customer Service Functions – including 24/7 technical help desks and other customer service support, billing of registrars and collections services

Current Combined Capabilities

§ Internet expertise - based on the experience of the joint venture partners, Register.com and Virtual Internet, and new supporting partner Baltimore Technologies.

§ Software writing and management – based on the experience of the joint venture partners, Register.com and Virtual Internet and their supporting partner Baltimore Technologies.

§ Facility management - based on the experience with running registrar facilities and name servers of Register.com and Virtual Internet and the secure site management of their supporting partner Baltimore Technologies.

§ TLD experience – based on the experience of joint venture partners in registering names across all ccTLDs and .com, .net, and .org.

§ Security – based on Baltimore Technologies’ credentials as a trusted secure facility.

§ Telecommunications Infrastructure - telecommunications systems to meet the demands of customer registrations received by e-mail, telephone and facsimile.

§ Human Resources Expertise – proven experience in ramping up quickly to meet the needs of a rapidly growing company.

Services and Products

§ Intellectual Property Searches - RegistryPro would provide the ability to search its authoritative .pro directory by more zone fields and text strings. For example, a corporate lawyer would be able to search .pro names that include the string "ibm" for possible misuses of that trademark and get increased results.

§ Digital Security Services - RegistryPro would provide encryption and secure certificate technology to the registrars it interfaces with. This will greatly decrease the chances of information being stolen when it is in transit between registrars and the registry and prevent tampering with registry information by malicious users (hackers).

§ Software toolkits - At no cost, RegistryPro would provide the registrar community with toolkits to facilitate their creation of systems to interact with the shared registry system.

§ Centralized Whois Plus – RegistryPro would reduce the burden on registrars of managing Whois information, while retaining registrars’ central role as the interface between registrants and the registry.

§ Compliance Capabilities – RegistryPro would offer registrars the capability to comply with the data-related requirements imposed by ICANN and their various jurisdictions.

§ Professional web site and intranet development —RegistryPro may offer technology services in the areas of architecture, implementation and support to large enterprises and Internet service providers to improve their operations. One product, WebProPage,^TM is a template driven page available to every registrant that will pull noteworthy information from that registrant's Whois data. This data will include both general information and certain facts germane to the registrant's professional and qualifications, i.e., name, address, email, degree attained, specialty, etc.

§ Other Technology and Programming Services — RegistryPro would offer network engineering, network and systems security and network management services.

§ Software and hardware solutions — RegistryPro would improve consumers' use of the Internet and their registered domain names. This includes a proprietary communications platform for professionals and their customers currently in discussions to be developed.

§ Other related products are in the early stages of conception and development.

Duration of provision of services and products

RegistryPro anticipates that it will provide the core capabilities at the outset, except that certain advanced search capabilities will be available shortly thereafter, for the duration of the agreement. RegistryPro will continue to research and develop additional innovative products and services to enhance the DNS, meet the needs of registrars, registrants and other core registry communities.

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

The revenue model calculates the monthly profit and loss for RegistryPro for its first four years of operations. The model links to a cash flow statement and balance sheet to determine both maximum cash requirement for the entity and the solvency of the entity. For the purposes of RegistryPro’s business plan, it has been assumed that the sale of registrations will be achieved at the 50% confidence level. A copy of the Business Plan Financial Projections and Complete Model (50% confidence level) which includes an assumptions page can be found as Appendix 2. Also attached are Summary Financial Projections reflecting demand at the 10%, 50% and 90% confidence levels. These are attached as Appendices 3, 4 and 5 respectively.

The model consists of the following worksheets:

§ A revenue waterfall worksheet that calculates on a monthly basis the amount of sales income to defer and the amount of deferred income that can be released to sales. The model assumes a standard cost of $6.00 (plus VAT where applicable) per registration per year for an average period of 2 years. Sales income is deferred over 24 months. Renewals are anticipated to commence in year 3 at a rate of 75%.

§ A cost of revenue waterfall worksheet which calculates on a monthly basis the amount of cost to be deferred using the same principle as the revenue waterfall. The model, as it currently operates, does not defer any costs as no variable costs of sales are deemed to exist. An amount of technical labor costs is included in cost of revenue but these are not deferred.

§ A headcount worksheet that details the number of employees, their joining date, position and salary. A fringe rate of 22% has been included to take into account employer’s national insurance and an employee performance incentive scheme. Labor costs are anticipated to increase at a rate of 10% per annum. Details of headcount numbers and total costs are included in Section D7 and 13.2.11.

§ A capital input worksheet that identifies the type of capital expenditure required, the amount, the monthly depreciation rate and the net book value. All fixed assets are depreciated over a three year period. Further details of capital expenditure are included in 13.2.11.

§ A detailed profit and loss account that provides a breakdown of revenue and costs on a monthly basis. From a revenue perspective, we have assumed that RegistryPro commences operations in month 6 and that during the initial sunrise and landrush period, 1,000,000 registrations are sold. After this period, registrations are anticipated to be approximately 90,000 a month and increase at between 0% to 10% per month depending on the level of marketing activity.

This worksheet also provides a line by line analysis of the costs involved in the operations of RegistryPro. Unless costs have been specifically calculated in earlier worksheets, these have been input into this worksheet. The majority of costs are anticipated to increase at the rate of 5% per annum. However sales and marketing costs for the first year have been specifically calculated and are based on the marketing budget in Section 13.2.4. A number of activities will be outsourced (such as customer services, billing and escrow agents) and a current estimate for these costs have been included. Contracts for these costs will be subject to a formal bidding process and the costs may vary as a result of this. We have assumed an annual payment to ICANN of $250,000 per annum increasing by 5% per annum. Bank interest is calculated based on the monthly net cash balance (excluding balance sheet movements) at the rate of 12% per annum.

§ A summary profit and loss worksheet details the monthly profit and loss of RegistryPro, grouping costs by their appropriate category of cost of revenue; sales and marketing; and general and administrative. This sheet also separately details the charges in respect of amortization and depreciation, bank interest and corporation tax.

It should be noted that the model does not include an amount in respect of return on capital to the joint venture partners or other long-term funders. This is projected to be approximately 20% per annum.

It should be noted that the easiest way to view the Business Plan Financial Projections and Complete Model (attached at Appendix 2) is electronically using the files that can be found on the application CD located in the Transmittal Form binder. Please note that it is not necessary to open the link files when viewing the model.

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

The estimated worldwide market for all professionals is approximately 29.5 million and anticipated to grow at 5 percent per annum. For the sake of a stable rollout, RegistryPro has defined its initial target market to include doctors, lawyers and accountants. In order to focus marketing efforts, RegistryPro will first target its marketing and outreach efforts in the United States, the United Kingdom and Japan, although we expect a spill over benefit worldwide. Subsequent to the initial rollout, the target market will be expanded worldwide.

The rollout will include all other countries and remaining professions for which subdomains of .pro TLD may be rolled out. The initial target market was selected based upon three factors: first, these markets are historically well populated with “early adopters” who are likely to drive demand for .pro; second, these markets are well populated with high percentages of professionals as compared to total population; and third, these markets are highly populated with Internet users and have among the highest number of domain name registrations worldwide.

Based upon census information in the US, the UK and Japan the approximate number of doctors, lawyers and accountants in each respective market are:

Doctors Lawyers Totals

United States 1,315,000 1,710,000 3,025

United Kingdom 27,400 80,000 107,400

Japan 310,275 544,570 854,845

Subtotal 1,939,675 2,423,370 3,987,245

Accountants 2,762,755

Total 6,750,000

No concrete data can be ascertained regarding certified and/or chartered accountants in the target markets, but professional associations estimate total memberships at 2.76 million.

Demand for the .pro TLD has been assessed based on (1) in depth interviews with certain professionals and decision makers and (2) a consumer sampling of more than 1000 consumers in the US and a similar sample in the UK. The concept of .pro was extremely well received and more than 94% of the surveyed consumers indicated that they would be likely to look for professionals under .pro domain name. Since consumer usage will, in large part, drive domain name registration by professionals, demand for the .pro TLD is estimated to be high. RegistryPro’s market research reports can be found as Attachment 16.

Accessibility to the market will depend to some degree on the relationships RegistryPro will be able to establish among professional organizations. Market accessibility will grow as professional associations learn of the benefit of .pro for their member services. Furthermore, efforts to coordinate domain name registration with traditional subscriptions and membership registration/renewal should facilitate market access.

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

The marketing plan developed by RegistryPro is intended to cover the product launch for the .pro TLD and its initial offering of second-level domains of .law.pro, .med.pro, and .cpa.pro. Initially, we intend to focus on .cpa within the accounting market and to expand this second level domain to other acronyms which represent accounting professions in the target markets (e.g. aca in the UK).

Although RegistryPro, as the registry for the .pro TLD, will offer its product to registrars, for ultimate vending to professionals, the success of the TLD will, to a large degree, depend upon its acceptance by the consumer as a reliable source for locating professionals. Similarly, professionals must also have confidence that the registry and the new TLD usage are unbiased, accurate and reliable.

Accordingly, public education and marketing efforts need to be initiated and supported by RegistryPro to create and support the demand for the product. The target market of professionals will require a consistent delivery of the message communicated by the marketing campaign developed for .pro. RegistryPro has developed a marketing plan and strategies to address not only the initial launch period, but also the issue of support for the TLD in the initial markets over the remaining periods of the license.

RegistryPro’s outreach will fundamentally benefit all registrars as they will be the first line recipients of increased demand. The growth of the premium .pro registrations will translate into increased resources for all competitor registrars. Public education will also help professionals and their use of the web, as their clients and customers will have an easier, more reliable way to reach them.

The launch of restricted commercial TLDs (as opposed to .edu or ccTLDs) is a new concept for which little or no prior data exists. Although ICANN may be introducing one or more new unrestricted TLDs and/or additional restricted TLDs, RegistryPro does not expect direct competition for the unique product it provides. The .pro TLD provides alternatives and choice to new Internet consumers and current Internet users. The new restricted .pro TLD will create a competitive benchmark for best practices and standards for other registries to emulate.

Due to the worldwide exposure and functionality of the .pro TLD, another unique feature of RegistryPro’s marketing strategy is the measured global rollout of the product launch, focusing first on the United States, United Kingdom and Japan. The marketing strategy is focused on making sure that .pro will be geographically distributed and serve registrants and consumers world-wide.

Target Market

The initial target market for the product launch will comprise the legal, medical and accounting professions. Although from the start professionals from around the world will be able to register in .pro, the marketing focus will begin with the United States, the United Kingdom and Japan. Within the target markets, efforts will be directed to the major metropolitan areas with significant populations of doctors and lawyers. Thereafter, rollouts will be determined in large part together with the professional associations around the world.

To contribute to the development and implementation of the new .pro TLD and link our activities to relevant professional associations, RegistryPro is creating an advisory board. For a description of this board see our response to question E10 in the TLD Policies Description. Resumes for the individuals who have already expressed interest in joining the advisory board can be found in Attachment 17.

The rationale for selecting medical, legal, and accounting professionals is that they comprise nearly 65% of all professionals worldwide (extrapolated from market research), and are therefore the most likely to adopt the .pro domain in significant numbers thereby ensuring the stability of the TLD and the registry. As compared to other geographic regions, the first-line geographic targets similarly contain the highest concentration of doctors and lawyers and are geographically distributed and represent three of the ICANN geographic regions.

In the secondary phase, the marketing campaign will expand to other regions, even though we expect that there will penetration of those regions from the start due both to the cross-border nature of the marketing and the member information services of the professional associations.

RegistryPro plans a targeted roll out of .pro to other professions. RegistryPro is presently contemplating and will decide with its Advisory Board what other appropriate second-level domains might be appropriate. Examples of other second level domains could include:.dent (dentists) and .arc (architects). In each instance, RegistryPro will ensure that the registration process is feasible. The objective is to satisfy professional demand and make .pro a competitive alternative.

RegistryPro’s Marketing Objectives

RegistryPro’s short term marketing objectives are:

§ to position .pro as a user-friendly, reliable and trustworthy source of information among all of its audiences;

§ to communicate the value of .pro as an indispensable consumer resource;

§ to educate .pro among significant populations of doctors, lawyers and accountants; and

§ to be a new, viable registry competitor.

The rationale for these objectives is to create a space within the Internet which is a well-ordered and reliable segment. The aim of this effort is to, not only improve the Internet as a whole, but to increase its usability among a population not currently availing itself of a web presence.

RegistryPro’s long term marketing goals will be to continue to drive demand for the .pro TLD, as well as to expand the depth and breadth of the professionals within the .pro TLD.

RegistryPro’s Sales Objectives

Year 1 and 2:

The initial sales objectives for years one and two are to generate - through registrars - total registrations of approximately three million which would represent the registration of an initial share of 25% of the target market and 5% of spillover into the unduplicated worldwide markets for all professionals.

Years 3 through 4:

During years 3 and 4, we anticipate that penetration of the target market will reach 31% and that unduplicated worldwide penetration of all professionals will increase to 25%. As a result total registrations in years 3 and 4 are predicted to be 5.4 million. Total registrations for the four-year period are projected to be 8.4 million.

Due to the nature of the market to which we are driving the .pro TLD, renewals are anticipated to be high and we have estimated a 75% renewal rate in years 3 and 4. This equates to registrations of 965,951 and 1,287,496 respectively.

The rationale for these sales objectives will allow RegistryPro to attain its revenue projections while at the same time investing substantial capital to build and support the “brand” of the new TLD, .pro.

Key Attributes

.pro represents a new product launch within a previously undefined market. It is however, important to consider the important attributes of the product in conjunction with the development of the positioning strategy and the advertising message. With .pro, RegistryPro considers the key attributes of product importance to include:

§ consumer confidence

§ evidence of qualification

§ reliability of technology

§ domain name availability

§ price

Positioning Strategy

RegistryPro intends to position the .pro TLD as the source for (i) consumers to locate professionals on the Internet; and (ii) to introduce professionals to the Internet as a way to enhance their businesses and communications efforts.

Through the introduction of the core product (.pro TLD) and complementary products (see product strategies below) RegistryPro will communicate the value proposition of a restricted TLD and the .pro TLD for both consumers and professionals.

Marketing Strategies

Build v. Steal the Market Strategies:

Because .pro is a new product launch in a wholly unique environment, RegistryPro must adopt a “build the market” approach rather than “stealing” market share from a competitor.

Some professionals do not register domain names today because they feel their sites would be lost among the proliferation of .com names, and therefore do not add value. Professionals who have registered an existing TLD, would likely see .pro as an opportunity to augment his or her Internet presence.

Global, National and Regional Strategies:

By concentrating the rollout effort on professional associations that will create registration opportunities for their members, RegistryPro can leverage its marketing effort worldwide. RegistryPro will look to its RegistryPro Advisory Board to help identify the appropriate professional associations with which to seek alliances.

An international marketing campaign aimed at the final consumers, “top of mind” and unaided awareness will help drive demand through the consumer to the professional. RegistryPro will maximize its global effort by directing the rollout toward professional associations, creative registration opportunities for members. The strategy will be adopted to meet the particular requirements in each market internationally.

Seasonal Strategies:

RegistryPro will focus efforts at those times of the year when likely .pro registrants enter the professions (e.g., passing the bar exam, graduating from medical school)

The rationale for this strategy is three-fold:

§ first, attractiveness of new technologies is appealing to the young professionals;

§ second, registration in .pro can be done at the same time as “certification” paperwork with little or no additional work required; and

§ third, renewals of registration, listings, etc. is likely to fall within the anniversary periods of the initial certification.

Target Market Strategies:

RegistryPro is anticipating an approximate penetration rate of 31% of its initial target market of doctors, lawyers and accountants and 25% of the total population over the 4 year period to achieve its sales projections (assuming a 5% per annum growth rate in the total population). These strategies will focus on incentivizing or recruiting the early adopters and in converting the largest professional organizations.

As previously mentioned in this application, RegistryPro has already contacted key professional associations in the US and in Europe. While a number of professional associations expressed interest and support, due to the short time frame of the application process, we obtained letters of support from associations where we could. They can be found as Attachment 7 within this application.

Upon approval of RegistryPro’s Board of Directors and Advisory Board, we will work with these professional organizations and others to refine registration qualification guidelines and gain endorsements for RegistryPro’s member outreach efforts. With these professional associations RegistryPro will be able to effectively use target market strategies to build awareness.

Product Strategies:

RegistryPro will offer complementary products (WebProPage™, digital security applications, database management and search tools, multi-lingual capabilities and proprietary communications software) that will support consumer and core constituencies’ confidence and work well to fulfill the needs of registrars and the various associations and professional organizations outlined herein. Combining registration opportunities in conjunction with professional memberships will create functional utility and lower costs.

First, RegistryPro is considering the WebProPage™ which will provide registration information such as each professional’s name, qualification year of registration, educational background and specialty listings. As the registry develops its product and makes it available to the registrars, all professionals will have a uniform “listing” page from which their website or the website of their firms can be accessed.

RegistryPro also has built-in capacity to provide digital security products to protect email and other forms of e-commerce.

RegistryPro is also considering proprietary software to provide professionals who do not have websites or other web-accessibility with basic communications platforms in order to better serve their clients/patients. An example would be a communications tool which would allow business or leisure travelers to make inquiries of their doctors regarding a symptom or the transmission of prescription information among doctors and/or pharmacists.

Branding Strategies:

RegistryPro’s branding strategy is aimed at developing .pro as the reliable online authority for locating professionals who have provided evidence of their qualifications. As a source of information, RegistryPro can also expand and brand the function of the registry with valuable incremental services while maintaining the autonomy and credibility.

Pricing Strategies:

The pricing strategies for RegistryPro will focus on penetration, the improved technological and business standard of .pro, and the value-added services provided to the registrars. RegistryPro is presently contemplating a $6 per annum (plus VAT where applicable) registration price which is in line with Verisign/Network Solutions’ current rate.

Promotion Strategies:

Initial promotional strategies will include collaborations with the professional associations . Promotional strategies will be focused and intensified as participating professional organizations endorse the new TLD.

Advertising Message Strategies:

The advertising message strategies will focus on education and product value added awareness from both the consumer and the professional point of view. Developing “top of mind” and unaided awareness will be critical among consumers who will in turn drive the demand by the professionals. The message will convey the underlying tenants of reliability and confidence associated with .pro as a TLD.

Advertising Media Strategies:

Much of the media strategies to be adopted will be the responsibilities of the registrars who are actively engaged in marketing the TLDs. RegistryPro will however, develop materials for use in registrar marketing and encourage aggressive media strategies at the registrar level. Much of the media placement strategy on behalf of RegistryPro will be educational in nature and focus on the trade publications developed by associations.

Publicity Strategies:

The focus of the publicity will be on educating the consumer and the professional not only to the availability of the TLD as a source of information, but also as a platform for new and unique business and communication opportunities. RegistryPro will develop a public relations plan. Elements of the program to be implemented will include speaking engagements to raise public awareness, and the support and encouragement of registrars to attend and sponsor events at various worldwide conferences.

Our public relations strategy will help build awareness of the DNS among all consumers.

Marketing Research and Testing Strategies:

As set forth above, RegistryPro will engage in substantial research, testing and evaluation in its continued effort to promote the TLD and ensure customer satisfaction.

§ RegistryPro will make appropriate adjustments on a continuing basis to improve and hone messages and refocus its budget to maximize the success of the marketing campaign. Testing will include the usability among consumers and the education required to obtain consumer support. RegistryPro will also develop on-going research tracking studies to monitor consumer awareness, attitudes and behaviors. Careful market research will support targeted roll out of new sub-domains and related products in order to ensure that RegistryPro can fulfill demand and appropriately allocate its resources.

§ RegistryPro will regularly canvass its customers, the registrants, to ensure that it is seen as technologically robust and reliable, and responsive to customer queries. RegistryPro will announce, explain, and promote its fundamental services and secondary products to the registrar community to increase registrar participation and competition at the registry level.

RegistryPro 2001 Draft Marketing Plan Budget

Rationale:

The RegistryPro 2001 draft budget is designed to:

Create brand awareness among the consumer and professional

population of the target markets

Provide support necessary to meet strategic target marketing objectives of:

Obtaining professional registrations of 1,287,454
Developing relationships with professional associations

Set out below are the mediums that we intend to use and the relevant costs.

Marketing Mix Tool $ % of Total
Budget

Media

Trade Publications 2,735,840 16.2%

Consumer Publications 2,000,000 11.9%

Television 3,500,000 20.8%

10 markets

2 spots

Radio 1,500,000 8.9%

20 markets

4 spots

Direct Mail 1,425,000 8.5%

500M pieces per drop

Postage (4 drops)

Interactive 600,000 3.6%

Media Agency (Radio & TV) 500,000 3.0%

Media Total 12,260,840 72.7%

Production

Trade Advertisement 129,100 .8%

Full page, 4-color

3 types

Consumer publication 45,000 .3%

Television 250,000 1.5%

2 :30 spots

Radio 125,000 .7%

4 :30 spots

Direct Mail 95,000 .6%

4 direct mail drops, 500M pieces per drop

Photography, type, printing

Production Total 644,100 3.8%

Promotion

Conference Attendance 600,000 3.6%

(including speaking engagements)

2 per month over 12 months

Signage/tabletop/materials 650,000 3.9%

Design and production

Promotion Total 1,250,000 7.4%

Public Relations

4 campaigns 500,000 initial 3.0%

Launch campaign plus 250,000/ea 1.5%

one each 2Q, 3Q and 4Q

PR Total 1,250,000 11.5%

Research Costs

Market Research

Market wide (consumer usage) 1,000,000 11.5%

Conference (professional) 450,000 5.1%

Research Total 1,450,000 8.6%

Total Budget Estimate 16,854,940 100%

Trade Publications (Spreads):

Legal

Legal Publication 1 (US) 12x $209,400

Legal Publication 2 (US) 12x $182,760

Legal Publication 3 (US) 12x $209,160

Legal Publication 4 (UK) 40x $354,520

Total $955,840

Medical

Medical Journal 1 24x $402,000

Medical Journal 2 24x $543,000

Total $945,000

Accounting

Accounting Journal 1 12x $ 121,440

Accounting Journal 2 12x $ 68,400

Accounting Journal 3 12x $ 38,100

Accounting Journal 4 12x $ 28,800

Accounting Journal 5 TBD $ 78,260

Total $335,000

Japan Publications TBD $500,000

Total Trade Publications $2,735,800

RegistryPro

2001 WorldWide Marketing Calendar

Activity by Month

Comments

Trade Publications

Spreads

Prelaunch build with consistent exposure

Advertorial

Timed to focus around other registration and renewal activities

Consumer Publications

Build awareness among consumers

Television

Build awareness among consumers

Radio

Support television but with more reach and frequency

Direct Mail

Rolling emphasis

Interactive

Targeted Banners and Email for online acquisition

Conference Attendance

2/Mo. Vary professions

Public Relations

Launch plus 1/Q

Market Research

Consumer

Test message prelaunch and evaluate message

Market Research

Professional

Marketing Mix Tool $ % of Total Budget

Medical

Accounting

Marketing Mix Tool $ % of Total
Budget