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<S>                                                               <C>             <C>


FORM CD-451                           U.S. DEPARTMENT OF COMMERCE
(REV 10-93)                                                         [ ] GRANT      [X] COOPERATIVE AGREEMENT
D&O 203-26                                                        -----------------------------------------
                                  AMENDMENT TO                      ACCOUNTING CODE
                            FINANCIAL ASSISTANCE AWARD               N/A
                                                                  -----------------------------------------
                                                                    AWARD NUMBER
                                                                     NCR 92-18742
-----------------------------------------------------------------------------------------------------------
RECIPIENT NAME                                                      AMENDMENT NUMBER
Network Solutions, Incorporated                                      Ten (10)
-----------------------------------------------------------------------------------------------------------
STREET ADDRESS                                                      EFFECTIVE DATE
505 Huntmar Park Drive                                               October 1, 1998
-----------------------------------------------------------------------------------------------------------
CITY, STATE, ZIP CODE                                               EXTEND WORK COMPLETION TO
Herndon, Virginia 22070                                              October 7, 1998
-----------------------------------------------------------------------------------------------------------
DEPARTMENT OF COMMERCE OPERATING UNIT
 National Telecommunications and Information Administration
-----------------------------------------------------------------------------------------------------------
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<S>                              <C>         <C>                   <C>          <C>              <C>   
COSTS ARE REVISED AS FOLLOWS:                     PREVIOUS                                         TOTAL 
                                   N/A         ESTIMATED COST         ADD         DEDUCT          ESTIMATED COST
-----------------------------------------------------------------------------------------------------------
FEDERAL SHARE OF COST
                                               $                   $               $              $
-----------------------------------------------------------------------------------------------------------
RECIPIENT SHARE OF COST
                                               $                   $               $              $
-----------------------------------------------------------------------------------------------------------
TOTAL ESTIMATED COST
                                               $                   $               $              $
-----------------------------------------------------------------------------------------------------------
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REASON(S) FOR AMENDMENT In accordance with the Memorandum of Agreement entered
into under the authority of the National Science Foundation Act of 1950, as
amended, 42 U.S.C. Sec. 1861-75, and specifically 42 U.S.C. Sec. 1870(c), (j),
and 42 U.S.C. 1862(a)(4), (h), the flexibility period of the Cooperative
Agreement is extended at no additional cost to the Government


--------------------------------------------------------------------------------
THIS AMENDMENT APPROVED BY THE GRANTS OFFICER IS ISSUED IN TRIPLICATE AND
CONSTITUTES AN OBLIGATION OF FEDERAL FUNDING. BY SIGNING THE THREE DOCUMENTS,
THE RECIPIENT AGREES TO COMPLY WITH THE AMENDMENT PROVISIONS CHECKED BELOW AND
ATTACHED, AS WELL AS PREVIOUS PROVISIONS INCORPORATED INTO THE AWARD. UPON
ACCEPTANCE BY THE  RECIPIENT, TWO SIGNED AMENDMENT DOCUMENTS SHALL BE RETURNED
TO THE GRANTS OFFICER AND THE THIRD DOCUMENT SHALL BE RETAINED BY THE RECIPIENT.
IF NOT SIGNED AND RETURNED BY THE RECIPIENT WITHIN 15 DAYS OF RECEIPT, THE
GRANTS OFFICER MAY DECLARE THIS AMENDMENT NULL AND VOID.

[X]  Special Award Conditions

[ ]  Line Item Budget

[ ]  Other(s):
--------------------------------------------------------------------------------
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SIGNATURE OF DEPARTMENT OF COMMERCE GRANTS OFFICER          TITLE                                     DATE

Joseph Levine /s/ Joseph Levine                             Acting Grants Officer Office of           9/29/98
                                                            Executive Assistance Management
------------------------------------------------------------------------------------------------------------
TYPED NAME AND SIGNATURE OF AUTHORIZED RECIPIENT OFFICIAL   TITLE                                     DATE
/s/ D.M. GRAVES                                             DAVID M. GRAVES                           9/29/98
                                                            DIRECTOR, BUSINESS AFFAIRS
------------------------------------------------------------------------------------------------------------

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                            SPECIAL AWARD CONDITIONS
                                  NCR 92-18742
                           Amendment Number Ten (10)


1.  The Grants Officer's Name, address, and telephone number are:

     Joseph Levine
     Acting Grants Officer
     U.S. Department of Commerce
     Office of Executive Assistance Management
     14th Street & Constitution Avenue, N.W., Room H6054
     Washington, D.C.  20230
     202 482-1370

2.   The Grant/Cooperative Agreement Specialist's name, and telephone number 
are:

     Betty L. Cassidy
     202 482-5381

3.   The Federal Program Officer's name, address, and telephone number are:

     J. Beckwith Burr
     Acting Associate Administrator for International Affairs
     National Telecommunications and Information Administration
     U.S. Department of Commerce
     14th Street & Constitution Avenue, N.W., Room H4712
     Washington, D.C.  20230
     202 482-1304



<PAGE>   3
                            MEMORANDUM OF AGREEMENT
                                    BETWEEN
                        THE NATIONAL SCIENCE FOUNDATION
                                      AND
                        THE U.S. DEPARTMENT OF COMMERCE

I. PURPOSE

This memorandum of agreement (MOA) provides for the transfer of authority from 
the National Science Foundation (NSF) to authorize the U.S. Department of 
Commerce (DOC) to administer Cooperative Agreement NCR 92-18742. It is in the 
mutual interest of DOC and NSF to transfer this authority and to cooperate in 
negotiating the terms of the ramp down of the Cooperative Agreement to ensure 
the seamless and stable transition from the existing framework of Internet 
administration to a private sector management governance structure as set forth 
in the Statement of Policy entitled, "Management of Internet Names and 
Addresses," 63 Fed. Reg. 31741 (1998) (hereinafter "Statement of Policy").

II. BACKGROUND

     A. In the spring of 1992, NSF issued a competitive Program Solicitation
     (NSF 92-24) for Information Services for NSFNET and the NREN (National
     Research and Education Network) which included, among other activities,
     registration services for the non-military Internet registration. As a
     result of that solicitation, NSF awarded Cooperative Agreement NCR 92-18742
     to Network Solutions, Inc. (NSI), which required, among other activities,
     NSI to provide registration services for the non-military Internet
     registration for the period January 1, 1993, through September 30, 1998,
     including a 3-month phase-in period and a 6-month unfunded flexibility
     period.

     B. In July of 1997, the President directed the Secretary of Commerce to
     support efforts to make the governance of the Internet domain name system
     private and competitive and to transition the management of domain names
     and addresses to the private sector. The principle purpose of this MOA is
     to aid DOC with carrying out this mission. Further, all executive
     departments and agencies were directed "to promote efforts domestically and
     internationally to make the Internet a secure environment for commerce."
     NSF and DOC agree that the transfer of the Cooperative Agreement to DOC is
     necessary to further this objective. NSF and DOC have also determined that
     DOC will initiate negotiations with NSI regarding the steps NSI will take
     under the Cooperative Agreement and otherwise to facilitate the development
     of a private, competitive domain name system as set forth in the Statement
     of Policy.

III. RESPONSIBILITIES

     A. The NSF agrees to:

          1. Transfer immediately a copy of the official award file to DOC,
          including all 
<PAGE>   4
     amendments, addenda, performance reports, financial reports, progress
     reports, program plans, budget documents and related correspondence. This
     material will be provided to Joseph Levine, Acting Grants Officer, Office
     of Executive Assistance Management, U.S. Department of Commerce, 14th
     Street and Constitution Avenue, N.W., Room 6054, Washington, D.C. 20230,
     (202) 482-1370, "jlevinel@doc.gov".

     2. On receipt of information about the DOC points of contact under section
     B.2 below, notify NSI that DOC, as of the date of execution of this MOA,
     shall assume responsibility for the administration of the Cooperative
     Agreement. NSF will provide NSI with names, telephone numbers and E-mail
     addresses of the DOC points of contact for the Cooperative Agreement in the
     cognizant programmatic, business, and administrative areas.

     3. Consult with DOC throughout the duration of this MOA and the Cooperative
     Agreement, including the negotiations with NSI.

     4. Continue to be responsible for the disposition of funds from the
     Intellectual Infrastructure fund that have been or will be transferred to
     NSF by NSI as authorized and directed by Sec 8003 of Public Law No.
     105-174, 112 Stat. 58, 93-94 (1998).

     5. Continue, in concert with the U.S. Department of Justice, to be
     responsible for any litigation concerning the Intellectual Infrastructure
     fund mentioned in the preceding paragraph and all other litigation arising
     from actions of NSF or NSI prior to the effective date of this MOA.

     6. Continue to be responsible for audit activities covering the period
     between the award of the Cooperative Agreement and the date of execution of
     this MOA. NSF agrees to provide the results of any such audit to DOC and to
     transfer the original official award file after the completion of such
     audit.

B. DOC agrees to:

     1. Negotiate, prepare and execute any amendment or agreement, in
     consultation with NSF and DOJ, regarding the terms and conditions of the
     ramp down of the Cooperative Agreement with NSI and the other steps NSI
     will take to facilitate the development of a private, competitive domain
     name system.

     2. Provide Karen L. Sandberg, Division of Grants and Agreements, Office of
     Budget, Finance, and Award Management, National Science Foundation, Room
     495N, 4201 Wilson Boulevard, Arlington, VA 22230, (703) 306-1212,
     "ksandberg@nsf.gov" with the names, telephone numbers and E-mail addresses
     of the DOC points of contact in the cognizant programmatic, business,
     and administrative areas for the Cooperative Agreement within three (3)
     working days

                                       2
<PAGE>   5

               of the execution of this MOA.

IV.  PERIOD AND TERMS OF AGREEMENT

     A. This MOA will be effective from the date of the last signature and
     continue in full force and effect through the expiration of the Cooperative
     Agreement. This MOA may be renegotiated and amended, extended, or otherwise
     modified through an exchange of correspondence with signatory approval of
     authorized officials of DOC and NSF.

     B. This MOA does not require DOC to obligate appropriated funds in excess
     of funds available to DOC, or for items of expenditure agreed upon between
     NSF and NSI prior to the date of this MOA.

     C. This MOA may be terminated by authorized officials of either party
     hereto with 30 days written notification to the other party.

V.  AUTHORITY  

This MOA is entered into under the authority of the National Science Foundation
Act of 1950, as amended, 42 U.S.C. Sections 1861-75, and specifically 42 U.S.C.
Sections 1870(c), (j), which authorizes NSF to transfer its legal authority to
DOC, and 42 U.S.C. Sections 1862(a)(4), (h), which authorizes the award of
Cooperative Agreement NCR 92-18742. This MOA is also authorized by the National
Telecommunications and Administration Organization Act, 47 U.S.C. Section 901 et
seq.

This MOA is effective upon signatures of both parties.

FOR THE NATIONAL SCIENCE FOUNDATION         FOR THE U.S. DEPARTMENT OF COMMERCE

By: /s/ Aaron R. Asrael                     By: /s/ Joseph Levine
------------------------------------        -----------------------------------
Name, Title  Aaron R. Asrael                Name, Title Joseph Levine,
Grants and Agreements Officer               Acting Grants Officer
------------------------------------        -----------------------------------
Date  8/27/98                               Date  Sept./9/1998



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