[REGISTER.COM Logo Omitted]

by Register.Com Inc
May 7th, 2004


[REGISTER.COM LOGO OMITTED]


Sushant Mohanty                                         Start Date: Sep. 9, 2002
Poolesville, MD 20837
(240) 401-0985


RE: Letter of Employment

This will confirm our understanding as to the terms of your employment by
Register.com, Inc. (the "Company").

1.   POSITION AND DUTIES. You will be employed at will as a DIRECTOR OF
     FINANCIAL APPLICATIONS by the Company and your duties will be as directed
     by WALT MEFFERT. You will be considered for promotion to Vice President as
     part of Register.com's title and promotion review process, which is
     normally held in the first quarter of the calendar year.

2.   COMPENSATION. You will be compensated at the annual rate of $135,000.00
     ($5192.30 BI-WEEKLY).

3.   BONUS. You will be eligible to receive an annualized bonus of up to 20% of
     your base salary based on your successful performance against goals as
     determined by your manager during the course of your employment. Your bonus
     for performance during the 2002 will be pro rated to reflect the partial
     service for the 2002 calendar year.

4.   VACATION. You will be eligible to receive two weeks' paid vacation for
     every year that you work. Therefore, your vacation allowance will accrue at
     the rate of .83 days per month. Vacation may not be taken during the first
     3 months of employment.

5.   BENEFITS. You will be eligible to participate in the Company's benefits
     which it generally makes available to its employees; we will waive the
     normal 90 day waiting for medical coverage.

6.   STOCK OPTIONS. After the appropriate waiting period, and subject to Board
     Committee approval, you will be eligible to receive options to purchase
     13,500 shares of stock in the firm in accordance with the firm's standard
     stock option policy.

7.   BEST EFFORTS. You agree that so long as you are employed by the Company you
     will diligently and faithfully devote full efforts and working time to the
     affairs of the Company and will not accept any other employment, including
     consulting work, or engage in any other business activity.

You should be aware that employment with the Company is for no specific period
of time. As a result, either you or the Company are free to terminate our
employment relationship at any time for any reason, with or without cause. This
is the full and complete agreement between us on


                                      -2-



this term. Although your job duties, title, compensation and benefits, as well
as the Company's personnel policies and procedures, may change from time-to-time
the "at-will" nature of your employment may only be changed in a written
agreement signed by you and the President of the Company.

This offer letter sets forth the entire agreement between us and supersedes any
prior communications, agreements and understandings, written or oral, with
respect to the terms and conditions of your employment. This agreement will be
governed by the laws of the State of New York, without reference to any
conflicts of law principles, and any action, suit or proceeding arising under or
out of this agreement or any of the transactions or relationships contemplated
hereby will be resolved solely in the state or federal courts located in New
York County in the State of New York. We both hereby submit to the jurisdiction
of such court for such purpose.

Our employment offer is contingent upon a positive check of your references. In
addition, our offer is contingent upon you executing the enclosed Proprietary
Information Agreement and upon you providing the Company with the legally
required proof of your identity and authorization to work in the United States
prior to starting work.







                                                     REGISTER.COM, INC.


                                                     By:
                                                        ------------------------

                                                     Its:
                                                          ----------------------





I have read and accept this employment offer.

SUSHANT MOHANTY


/s/ Sushant Mohanty

Date:  8/27/02