Amendment No. 1 to Registry Agreement (.pro)

Amendment No. 1 to Registry Agreement (21 May 2004)

Amendment No. 1 effective as of 21 May 2004 ("Amendment") to the Registry Agreement dated 3 May 2002 ("Agreement"), by and between the Internet Corporation for Assigned Names and Numbers, a not-for-profit California corporation ("ICANN"), and Registry Services Corporation dba RegistryPro, a Nevada corporation ("Registry Operator"). Capitalized terms used but not defined herein shall have that meaning ascribed to them in the Agreement.

Whereas, on 31 October 2003 the ICANN Board of Directors adopted resolution 03.161 authorizing the ICANN President and General Counsel to negotiate and implement modifications to RegistryPro's Registry Agreement with ICANN for operation of the .pro top-level domain as deemed necessary to provide for the offering of such .pro second level registration product by RegistryPro, provided that the offering of such second level registration product by RegistryPro would be in accordance with and consistent with all other applicable contractual limitations in the Registry Agreement;

Whereas, on 18 February 2004, ICANN's Board adopted resolution 04.15, approving the assignment of the .pro Registry Agreement to Registry Services Corporation, a Nevada corporation fully owned by Hostway Corporation;

Now, therefore, in consideration of the mutual agreements contained herein and intending to be legally bound hereby, the parties hereto amend the Agreement as follows:

1. The following pages of Appendix C to the Agreement are hereby replaced by the substitute pages attached hereto, as follows: Section 2 – Service Descriptions is replaced with the attached pages (Section 2 – Service Descriptions) and Section 8 – Registrar Reports is replaced with the attached pages (Section 8 – Registrar Reports).
2. Appendix F, Exhibit F to the Agreement is hereby deleted in its entirety and replaced with a new Appendix F, Exhibit F, in the form attached hereto.
3. Appendix G to the Agreement is hereby deleted in its entirety and replaced with a new Appendix G, in the form attached hereto.
4. Appendix J to the Agreement is hereby deleted in its entirety and replaced with a new Appendix J, in the form attached hereto.
5. Appendix K to the Agreement is hereby deleted in its entirety and replaced with a new Appendix K, in the form attached hereto.
6. Appendix L to the Agreement is hereby deleted in its entirety and replaced with a new Appendix L, in the form attached hereto.
7. Appendix O to the Agreement is hereby deleted in its entirety and replaced with a new Appendix O, in the form attached hereto.
8. Appendix T to the Agreement is hereby deleted in its entirety and replaced with a new Appendix T, in the form attached hereto.
9. Appendix U to the Agreement is hereby deleted in its entirety and replaced with a new Appendix U, in the form attached hereto.
10. Appendix X to the Agreement is hereby deleted in its entirety and replaced with a new Appendix X, in the form attached hereto.
11. Except as expressly amended hereby, the Agreement and the Appendices thereto shall remain and continue in full force and effect. This Amendment may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

The parties have duly executed this Amendment as of the date first written above.

THE INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS

By:_____________________________
Name: Dr. Paul Twomey
Title: President and CEO

REGISTRY SERVICES CORPORATION, DBA REGISTRYPRO

By:_____________________________
Name: Michael DelCiello
Title: CEO