ICANN | Amendment No. 1 to .TEL Registry Agreement

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Amendment No. 1 to Registry Agreement

29 June 2007


Amendment No. 1, effective as of 1 January 2007 ("Amendment") to the Sponsored TLD

Registry Operator Agreement dated May 25, 2006 ("Agreement"), by and between the Internet Corporation for Assigned Names and Numbers, a not-for-profit California corporation ("ICANN"), and Telnic Limited, a private limited company incorporated in the United Kingdom ("Telnic" or "Registry Operator"). Capitalized terms used but not defined herein shall have that meaning ascribed to them in the Agreement.

Whereas, at the 29 June 2007 meeting of the ICANN Board of Directors, the Board of

Directors approved certain revisions to the Agreement.

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:

Article VII, Section 7.2(b) to the Agreement is hereby deleted in its entirety and replaced with the following:

(b) Registry-Level Fee.

(i) For purposes of this Section 7.2(b), a "domain name registration" shall include a domain name within the registry for the TLD, whether consisting of two or more (e.g., john.smith.tel) levels, about which Registry Operator or an affiliate thereof maintains Registry Operator Data on behalf of Registry Operator.

(ii) Commencing as of the Effective Date, Registry Operator shall pay ICANN a Registry Level Fee each quarter in accordance with the payment schedule provided in Section 7.2(a) above equal to the greater of:

A. US$12,500, or

B. payment calculated under clause 1, 2, or 3 below, as applicable:

1. for quarters during which the average price of registrations during the quarter is

US$3.00 or less, the Registry-Level Fee shall be US$0.15 multiplied by the number of annual increments of an initial or renewal domain name registration during such quarter (including renewals associated with transfers from one ICANN-accredited registrar to another); or

2. for quarters during which the average price of registrations during the quarter is more than US$3.00 and less than US$15.00, the Registry-Level fee shall be US$0.15 plus

US$0.01 for each increase by US$0.20 in the average price of domain name registrations, multiplied by the number of annual increments of an initial or renewal domain name registration during such quarter (including renewals associated with transfers from one ICANN-accredited registrar to another); or

3. for quarters during which the average price of registrations during the quarter is more than US$15.00, the Registry-Level Fee shall be US$0.75 for each annual increment of an initial or renewal domain name registration during the calendar quarter to (including renewals associated with transfers from one ICANN-accredited registrar to another)."

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

TELNIC LIMITED

By:____________________________

By:_____________________________

Name: John Jeffrey

Name: K. Mahdavi

Title: General Counsel

Title: CEO