NYISO Operating Agreement

DOMAIN NAME AND RELATED RIGHTS ASSIGNMENT AGREEMENT

This Domain Name and Related Rights Assignment Agreement ("Agreement") is entered into this day of by and between ("Seller") and ("Buyer").

Preliminary Statements

A. Seller is the registrant listed in the records of Network Solutions, Inc. ("NSI") with respect to the Internet domain name and any and all alpha-numeric and text-based or other derivations thereof owned directly or indirectly by Seller or its affiliates (collectively, the "Domain Name"); and

B. Buyer desires to acquire all right, title, and interest of Seller in and to the Domain Name and any related rights, privileges, titles, and interests in or associated with said Domain Name or any derivation thereof, including but not limited to, Seller's trademark and other intellectual property, and any related corporate name chartered in any jurisdiction from Seller, and Seller desires to assign same to Buyer upon the terms and conditions set forth herein.

NOW, THEREFORE, for good, valuable and binding consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer, intending to be legally bound, hereby agree as follows:

Statement of Agreement

1. Conveys, effective as of the Effective Time (as defined in Paragraph 14 below), Seller hereby transfers and assigns to Buyer, and Buyer hereby accepts from Seller, all right, title, and interest of Seller in and to the Domain Name and any derivation thereof and, to the extent permitted by NSI, Seller's registration therefor with NSI.

2. Effective as of the Effective Time, Seller also hereby transfers and assigns to Buyer all of Seller's trademarks, trade names and other intellectual property, any related corporate name chartered in any jurisdiction, or other claims and rights, if any, associated with the Domain Name, including the goodwill associated therewith.

3. Seller shall make no further use of the Domain Name or any derivation thereof after the Effective Time, nor shall Seller challenge or solicit, encourage or assist others to challenge or otherwise interfere with Buyer's title, interest, right, or use of the Domain Name or any derivation thereof after the Effective Time.

4. Seller shall make no further use of any trademark, copyright or other proprietary right, any related corporate name chartered in any jurisdiction, or other claims and rights, if any, associated with the Domain Name or any derivation thereof, after the Effective Time, nor shall Seller challenge or solicit, encourage or assist others to challenge or otherwise interfere with Buyer's title, interest, right, or use of Seller's trademark, copyright or other proprietary right, any related corporate name chartered in any jurisdiction, or other claims and rights, if any, associated with the Domain Name or any derivation thereof, nor will Seller himself, or enable or assist another, take any action or raise or support any claims that may detrimentally affect the registrability, validity of, or value associated with, the Domain Name.

5. Seller represents and warrants that:

5.1 Seller does not own or license any right or interest, either directly or indirectly, in or to any domain name that is confusingly similar to the Domain Name.

5.2 Seller is the registrant listed in the records of NSI with respect to the Domain Name; and

5.3 Seller has not licensed or otherwise enabled use of the Domain Name or any derivation thereof to any other person or entity or granted any rights with respect to the Domain Name or any derivation thereof to any other person or entity and has the authority to execute and deliver the RNCA (as defined below).

5.4 Seller is not aware of any claims, actual or threatened, against the registrability, use, management, or validity of the Domain Name; including, without limitations, claims of trademark infringement, dilutions of famous marks, palming off, or unjust enrichment.

6. Seller has executed and submitted to NSI, and delivered a copy to Buyer the Registrant Name Change Agreement (the "RNCA") attached hereto as Exhibit A, which has been prepared by Buyer in accordance with instructions provided online at NSI's Web page. At any time, and from time to time after the date hereof, at Buyer's request, Seller shall execute and deliver such other instruments of sale, transfer, conveyance, assignment and confirmation and take such other action at Buyer's expense as Buyer may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Buyer and to confirm Buyer's registration of the Domain Name with NSI.

7. Buyer hereby agrees to deliver unto Seller the fee of dollars ($) upon execution and delivery by Seller of this Agreement and the RNCA and upon receipt by Buyer of confirmation that the Domain Name has been registered in the name of Buyer and that all other related rights have been transferred to Buyer. Buyer may require a WHOIS search showing registration of the Domain Name to Buyer as a condition precedent to Buyer's obligation to make payment to Seller.

8. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties. No modifications of or additions to this Agreement shall have effect unless in writing and properly executed by both parties. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as permitted under Paragraph 13 hereof, Seller agrees to take no action to withdraw or terminate the assignment or forms submitted in accordance with this Agreement.

9. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. Buyer and Seller consent to jurisdiction and venue only in the federal and state courts seated in .

10. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their permitted successors and assigns.

11. This Agreement may be executed in counterparts.

12. Other than the limited representations and warranties made by Seller in Paragraph 5 of this agreement, Seller does not make and hereby disclaims any warranty or representation with respect to the Domain Name or the marketability or use thereof. Seller makes no implied warranties of any sort, including any and all warranties of merchantability, fitness for any particular purpose, non-infringement, or implied indemnities. In no event will Seller be liable for any indirect, special or consequential damages arising out of or resulting from this performance or breach of this Agreement or the use of the Domain Name by Buyer or any other party. Except as set forth in Paragraph 5 of this Agreement, all transfers and assignments under this Agreement are made on an "as is" basis.

13. Buyer agrees to verify with NSI the completed RNCA, process, and further deliver any other forms required by NSI and all applicable fees payable to NSI within 15 days after the date of this Agreement, or such other dates as may be required by NSI. Buyer agrees to comply with the terms and conditions of the RNCA and all other agreements with NSI. Buyer and Seller agree to use appropriate good faith efforts to cause NSI to register the Domain Name and any derivation thereof owned by Seller in Buyer's name as soon as practicable after the date of this Agreement. If such registration is not completed within 90 days after the date of this Agreement, then Buyer or Seller, by written notice to the other, may terminate Paragraphs 1 through 7 of this Agreement. After any such termination, Buyer and Seller shall use appropriate good faith efforts to cause NSI to maintain the registration of the Domain Name in the Seller's name. Upon confirmation from NSI that the RNCA has been withdrawn and that Seller shall remain as registrant of the Domain Name, Seller shall repay to Buyer all sums received by Seller from Buyer pursuant to Paragraph 7 of this Agreement.

14. The "Effective Time" shall occur upon the final indefeasible payment in full by Buyer to Seller of all amounts payable under this Agreement. All payments under this Agreement shall be made by wire transfer of immediately available funds and shall be made promptly without counterclaim, offset or deduction of any kind or character.

15. Further Assurances. Subject to the other terms and conditions of this Agreement, at any time and from time to time, whether before or after Closing, each Party shall execute and deliver all instruments and documents and take all other action that the other Party may reasonably request to consummate or to evidence the consummation of the transactions contemplated by this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the day and year below written.