Exhibit A: PROMISSORY NOTE

FOR VALUE RECEIVED, INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS, a California corporation ("Borrower"), agrees to pay to _____________, a _________ corporation ("Lender"), _______________________________________, or order, the principal sum of ________________________U.S. Dollars ($______), together with interest on the unpaid principal balance at the rate specified below, from the date the loan evidenced hereby is advanced to Borrower, until repaid in full, but in any event not to exceed the maximum rate allowable by law. The principal owing hereunder shall be paid on August __, 2000 (subject to extension as provided below) (the "Maturity Date"). Prepayment of principal, together with accrued interest, may be made at any time without penalty. Interest hereon shall accrue at a rate of ___% per annum. Accrued interest shall be due and payable on the Maturity Date. Any such scheduled payments of principal or interest hereunder, or any other amounts payable hereunder, not paid within five (5) days from the date due shall bear interest at a rate equal to the rate of interest set forth above plus 3% per annum, or the maximum rate permitted by law, whichever is less. Such interest on overdue amounts shall be payable on demand. All computations of interest shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Lender (in its sole discretion), upon prior written notice to Borrower prior the Maturity Date in effect hereunder, may elect to extend the Maturity Date for an additional year. In connection with such extension, and as a condition thereof, Lender may specify an increase in the interest rate hereon. In the event that such increased rate is not approved in writing by Borrower, such extension shall not take effect and the existing Maturity Date shall remain in effect.

Anything herein to the contrary notwithstanding, if during any period for which interest is computed hereunder, the amount of interest computed on the basis provided for in this Note, together with all fees, charges and other payments which are treated as interest under applicable law, as provided for herein or in any other document executed in connection herewith, would exceed the amount of such interest computed on the basis of the Highest Lawful Rate, Borrower shall not be obligated to pay, and Lender shall not be entitled to charge, collect, receive, reserve or take, interest in excess of the Highest Lawful Rate, and during any such period the interest payable hereunder shall be computed on the basis of the Highest Lawful Rate. As used herein, "Highest Lawful Rate" means the maximum non-usurious rate of interest, as in effect from time to time, which may be charged, contracted for, reserved, received or collected by Lender in connection with this Note under applicable law.

Payment shall be made in lawful tender of the United States. All payments hereunder shall be made to Lender at its address set forth above (or to such other place as Lender shall designate in a written notice to Borrower), and, unless Borrower has obtained Lender’s written consent to another form of payment, such payment shall be made by wire transfer of immediately available funds by no later than 12:00 noon ______ time on the due date of the payment, in accordance with Lender’s payment instructions.

Whenever any payment hereunder shall be stated to be due, or whenever any interest payment date or any other date specified hereunder would otherwise occur, on a day other than a Business Day, then such payment shall be made, and such interest payment date or other date shall occur, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest hereunder. As used herein, "Business Day" means a day (i) other than Saturday or Sunday, and (ii) on which commercial banks are open for business in ___________________.

Borrower represents and warrants to Lender that:

(i) Organization and Powers. Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to own its assets and carry on its business and to execute, deliver and perform its obligations under this Note. Borrower is qualified to do business and is in good standing in each jurisdiction in which the failure so to qualify or be in good standing could reasonably be expected to have a material adverse effect on  the business, operations or financial condition of the Borrower and its subsidiaries taken as a whole.

(ii) Authorization; No Conflict. The execution, delivery and performance by Borrower of this Note have been duly authorized by all necessary corporate action of Borrower and do not and will not (A) contravene the terms of the articles or certificate of incorporation, or bylaws, of Borrower; or (B) result in a breach of or constitute a default under any material lease, instrument, contract or other agreement to which Borrower is a party or by which it or its properties may be bound or affected; or (C) violate any provision of any law, rule, regulation, order, judgment, decree or the like binding on or affecting Borrower.

(iii) Binding Obligations. This Note constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms.

(iv) Consents. No authorization, consent, approval, license, exemption of, or filing or registration with, any governmental authority or agency, or approval or consent of any other person or entity ("Person"), is required for the due execution, delivery or performance by Borrower of this Note.

So long as any principal, interest or other amount due hereunder shall remain unpaid, Borrower agrees that:

(1) Financial Statements and Other Information. Borrower shall furnish to Lender such financial statements with respect to Borrower and its subsidiaries, and any guarantor hereof, as Lender may from time to time reasonably request. Additionally, Borrower shall furnish to Lender (i) promptly after Borrower has knowledge or becomes aware thereof, notice of the occurrence of any Event of Default (as defined below); and (ii) such other information respecting the operations, properties, business or financial condition of Borrower, its subsidiaries and any guarantor as Lender may from time to time reasonably request.

(2) Preservation of Existence, Etc. Borrower shall, and shall cause each of its subsidiaries to, maintain and preserve (i) its corporate existence, and (ii) its rights to transact business and all other material rights, franchises and privileges necessary or desirable in the normal course of its business and operations and the ownership of its properties, except in connection with any transactions expressly permitted hereby.

(3) Change in Nature of Business. Borrower will not, and will not permit any of its subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it at the date hereof.

(4) Restrictions on Fundamental Changes. Borrower shall not, and shall not permit any of its subsidiaries to, merge with or consolidate into, or acquire all or substantially all of the assets of, any Person, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, except that (i) any of Borrower’s wholly owned subsidiaries may merge with, consolidate into or transfer all or substantially all of its assets to another of Borrower’s wholly owned subsidiaries or to Borrower and in connection therewith such subsidiary may be liquidated or dissolved; and (ii) Borrower or any of its subsidiaries may sell or dispose of assets in accordance with the provisions of subparagraph (5) below.

(5) Sales of Assets. Borrower shall not, and shall not permit any of its subsidiaries to, sell, lease, transfer, or otherwise dispose of, or part with control of (whether in one transaction or a series of transactions) any substantial portion of its assets (including any shares of stock in any subsidiary or other Person) outside the ordinary course of business (each a "Transfer"), or enter into or consummate any Transfer that could reasonably be expected to have a material adverse effect upon the business, operations or financial condition of Borrower and its subsidiaries taken as a whole.

(6) Further Assurances and Additional Acts. Borrower shall execute, acknowledge, deliver, file, notarize and register at its own expense all such further agreements, instruments, certificates, documents and assurances and perform such acts as Lender shall deem necessary or appropriate to effectuate the purposes of this Note, and promptly provide Lender with evidence of the foregoing satisfactory in form and substance to Lender.

Any of the following events which shall occur shall constitute an "Event of Default":

(a) Payments. Borrower shall fail to pay when due any amount of principal hereof, or interest hereon or other amount payable hereunder, and such failure shall continue unremedied for five (5) days.

(b) Representations and Warranties. Any representation or warranty by Borrower under or in connection with this Note shall prove to have been incorrect in any material respect when made or deemed made.

(c) Failure by Borrower to Perform Certain Covenants. Borrower shall fail to perform or observe any term, covenant or agreement contained in subparagraphs (1)(i), (3), (4) or (5) above.

(d) Failure by Borrower to Perform Other Covenants. Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Note on its part to be performed or observed and any such failure shall remain unremedied for a period of 20 days from the occurrence thereof (unless Lender reasonably determines that such failure is not capable of remedy).

(e) Insolvency. (i) Borrower, any guarantor or any of their respective subsidiaries shall be dissolved, liquidated, wound up or cease its corporate existence; or (ii) Borrower, the guarantor or any such subsidiary (A) shall make a general assignment for the benefit of creditors; (B) shall voluntarily cease to conduct its business in the ordinary course; (C) shall commence any Insolvency Proceeding with respect to itself; or (D) shall take any action to effectuate or authorize any of the foregoing.

(f) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against Borrower, any guarantor or any or their respective subsidiaries, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial part of Borrower’s, any guarantor’s or any such subsidiary’s properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within 60 days after commencement, filing or levy; (ii) Borrower, any guarantor or any such subsidiary admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) Borrower, any guarantor or any such subsidiary acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its property or business.

(g) [Intentionally Omitted]

(h) Defaults Under Other Agreements With Lender. Borrower or any guarantor (i) shall fail to pay any indebtedness owing under any other agreement with Lender or any of its subsidiaries or under any note or instrument in favor of Lender or any of its subsidiaries, when due (whether at scheduled maturity or by required prepayment, acceleration, demand or otherwise), or (ii) shall otherwise be in breach of or default in any of its obligations under any such agreement, note or instrument, and such failure shall continue after the applicable grace period, if any, specified in such agreement, note or instrument.

As used herein, "Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy"; and "Insolvency Proceeding" means (i) any case, action or proceeding before any court or other governmental agency or authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (ii) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors, in each case undertaken under U.S. federal, state or foreign law, including the Bankruptcy Code.

If any Event of Default shall occur and be continuing, Lender may by notice to Borrower, declare the entire unpaid principal amount of this Note, all interest accrued and unpaid hereon and all other amounts due hereunder to be forthwith due and payable, whereupon the principal hereof, all such accrued interest and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, provided that if an event described in paragraph (e) or (f) above shall occur, the result which would otherwise occur only upon giving of notice by Lender to Borrower as specified above shall occur automatically, without the giving of any such notice.

Borrower agrees to pay on demand all the losses, costs, and expenses (including, without limitation, attorneys’ fees and disbursements) which Lender incurs in connection with enforcement or attempted enforcement of this Note, or the protection or preservation of Lender’s rights under this Note, whether by judicial proceedings or otherwise. Such costs and expenses include, without limitation, those incurred in connection with any workout or refinancing, or any bankruptcy, insolvency, liquidation or similar proceedings.

No single or partial exercise of any power under this Note shall preclude any other or further exercise of such power or exercise of any other power. No delay or omission on the part of Lender in exercising any right under this Note shall operate as a waiver of such right or any other right hereunder.

All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including by facsimile transmission) and mailed, sent or delivered to the respective parties hereto at or to their respective addresses set forth herein or to facsimile no. (650) 854-8134 (in the case of the Borrower) or facsimile no. (___) ___-____ (in the case of the Lender), or at or to such other address or facsimile number as shall be designated by any party in a written notice to the other party hereto. All such notices and communications shall be effective (i) if delivered by hand, when delivered; (ii) if sent by courier service, when delivered; (iii) if sent by mail, upon the earlier of the date of receipt or five Business Days after deposit in the mail, first class (or air mail, with respect to communications to be sent to or from the United States), postage prepaid; and (iv) if sent by facsimile transmission, when sent.

This Note shall be binding on Borrower and its successors and assigns, and shall be binding upon and inure to the benefit of Lender, any future holder of this Note and their respective successors and assigns. Borrower may not assign or transfer this Note or any of its obligations hereunder without Lender’s prior written consent.

This Note shall be governed by and construed in accordance with the laws of _________.

Borrower hereby (i) submits to the non-exclusive jurisdiction of the courts of the State of __________ and the Federal courts of the United States sitting in the State of __________ for the purpose of any action or proceeding arising out of or relating to this Note, (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts, (iii) irrevocably waives (to the extent permitted by applicable law) any objection which it now or hereafter may have to the laying of venue of any such action or proceeding brought in any of the foregoing courts in and of the State of __________, and any objection on the ground that any such action or proceeding in any such court has been brought in an inconvenient forum, and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner permitted by law.

 

 

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS

 

 

By: Michael M. Roberts

Title: Interim President and Chief Executive Officer

Address: 4674 Admiralty Way, Suite 330

Marina del Rey, CA 90292