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<S>                                                                                   <C>
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FORM CD-451                                              U.S. DEPARTMENT OF COMMERCE    [ ] GRANT          X COOPERATIVE AGREEMENT
(REV 10/98)
                                                                                      ----------------------------------------------
                                                                                       ACCOUNTING CODE
                                    AMENDMENT TO                                       N/A
                             FINANCIAL ASSISTANCE AWARD                               ----------------------------------------------
                                                                                       AWARD NUMBER
                                                                                       NCR 92-18742
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RECIPIENT NAME                                                                         AMENDMENT NUMBER
Network Solutions, Incorporated                                                        Thirteen (13)
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STREET ADDRESS                                                                         EFFECTIVE DATE
505 Huntmar Park Drive                                                                 Upon Execution
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CITY, STATE, ZIP CODE                                                                  EXTEND WORK COMPLETION TO
Herndon, Virginia 22070                                                                N/A
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CFDA NO. AND PROJECT TITLE
11. National Telecommunications and Information Administration
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COSTS ARE REVISED                    PREVIOUS                     ADD                       DEDUCT                      TOTAL
AS FOLLOWS:     N/A               ESTIMATED COST                                                                   ESTIMATED COST
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FEDERAL SHARE OF COST
                                 $                          $                          $                          $
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RECIPIENT SHARE OF COST
                                 $                          $                          $                          $
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TOTAL ESTIMATED COST
                                 $                          $                          $                          $
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REASON(S) FOR AMENDMENT

To incorporate a Special Award Condition, and to revise the Shared Registry Section of Amendment Number 11, at no additional cost
to the Government.










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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
without modification by the Recipient within 30 days of receipt, the Grants Officer may unilaterally terminate this Amendment.


 X  Special Award Conditions


[ ] Line Item Budget


[ ] Other(s) _____________________________________________________________________________________________________________________

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SIGNATURE OF DEPARTMENT OF COMMERCE GRANTS OFFICER                                                                DATE
Betty L. Cassidy                           /s/ BETTY L. CASSIDY
Acting Grants Officer, Office of Executive Assistance Management                                                  4/22/99
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TYPED NAME, TYPED TITLE, AND SIGNATURE OF AUTHORIZED RECIPIENT OFFICIAL

          /s/ D.M. Graves                                                                                         5/6/99
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<PAGE>   2
                            SPECIAL AWARD CONDITIONS
                                  NCR 92-189742
                         Amendment Number Thirteen (13)


1.     The Department of Commerce and Network Solutions, Inc. agree that for the
       Phase I deployment of the Shared Registration System, NSI's prices for
       Registry Services through the Shared Registration System in the gTLDs for
       which NSI now acts as the Registry, will be no more than $9 per year per
       second level domain name registered, payable at $18 for new registrations
       and $9 per year on the anniversary date of the original registration
       beginning at the end of the second year and for every year thereafter.

2.     The Shared Registry Section of Amendment II is revised by adding the
       following sentence:

       The Registrar License and Agreement attached and identified as Exhibit 1
       is approved for use during Phase I.

3.     Except as modified by this amendment, the terms and conditions of this
       Cooperative Agreement, as amended, are unchanged.


<PAGE>   3

                                   EXHIBIT 1

                         REGISTRAR LICENSE AND AGREEMENT

       This Registrar License and Agreement (the "Agreement") is dated as of
__________, 1999 ("Effective Date") by and between Network Solutions, Inc., a
Delaware corporation, with its principal place of business located at 505
Huntmar Park Drive, Herndon, Virginia 20170 ("NSI" or the "Registry"), and
_________________, a _____________________ corporation, with its principal place
of business located at _____________________________________ ("Registrar"). NSI
and Registrar may be referred to individually as a "Party" and collectively as
the "Parties."

WHEREAS, multiple registrars will provide Internet domain name registration
services within the .com, .org and .net top-level domains wherein NSI operates
and maintains certain TLD servers and zone files ("Registry");

WHEREAS, Registrar wishes to register second-level domain names in the multiple
registrar system for the .com, .org and .net TLDs.

NOW, THEREFORE, for and in consideration of the mutual promises, benefits and
covenants contained herein and for other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, NSI and
Registrar, intending to be legally bound, hereby agree as follows:

1.     DEFINITIONS

       A.     "DNS" refers to the Internet domain name system.

       B.     "'IP" means Internet Protocol.

       C.     An "SLD" is a second-level domain of the DNS.

       D.     The "System" refers to the multiple registrar system developed by
              NSI for registration of second-level domain names in the .com,
              .org and .net TLDs.

       E.     A "TLD" is a top-level domain of the DNS.

       F.     A "Testbed Registrar" is one of the five registrars to participate
              in the test of the Shared Registration System ("Phase I") as
              provided in Amendment 11 to the Cooperative Agreement between NSI
              and the U.S. Department of Commerce, as amended ("Cooperative
              Agreement").

2.     OBLIGATIONS OF THE PARTIES

       2.1 Throughout the Term of this Agreement, NSI shall operate the System
and provide Registrar with access to the System enabling Registrar to transmit
domain name registration information for the .com, .org and .net TLDs to the
System according to a protocol developed by NSI and known as the Registry
Registrar Protocol ("RRP").


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<PAGE>   4


       2.2 No later than three business days after the commencement of the Term
of this Agreement, NSI shall provide to Registrar (i) full documentation of the
RRP, (ii) "C" and "Java" application program interfaces ("APIs") to the RRP with
documentation, and (iii) reference client software ("Software") that will enable
Registrar to develop its system to register second-level domain names through
the System for the .com, .org and .net TLDs.

       2.3 Registrar shall be responsible for providing customer service
(including domain name record support), billing and technical support, and
customer interface to accept customer (the "SLD holder") orders.

       2.4 As part of its registration of all SLD registrations in the .com,
 .net, and .org TLDs during the Term of this Agreement, Registrar shall submit
the following data elements using the RRP concerning SLD registrations it
processes:

              a.     The name of the SLD being registered;

              b.     The IP addresses of the primary nameserver and any
                     secondary nameservers for the SLD; and

              c.     The corresponding host names of those nameservers.

       2.5 Registrar grants NSI as Registry a non-exclusive non-transferable
limited license to the data elements consisting of the SLD name registered, the
IP addresses of nameservers, and the identity of the registering registrar for
propagation of and the provision of authorized access to the TLD zone files.

       2.6 Registrar shall have developed and employ in its domain name
registration business an electronic or paper registration agreement, including a
domain name dispute policy, a copy of which is attached to this Agreement as
Exhibit A (which may be amended from time to time by Registrar, provided a copy
is furnished to the Registry three business days in advance of any such
amendment), to be entered into by Registrar with each SLD holder as a condition
of registration. Registrar shall include terms in its agreement with each SLD
holder that are consistent with Registrar's duties to NSI hereunder. Registrar's
dispute policy shall require the SLD holder to indemnify, defend and hold
harmless NSI, and its directors, officers, employees and agents from and against
any and all claims, damages, liabilities, costs and expenses, including
reasonable legal fees and expenses arising out of or relating to the SLD
holder's domain name registration.

       2.7 Registrar agrees to develop and employ in its domain name
registration business all necessary technology and restrictions to ensure that
its connection to the System and its transactions with SLD holders and
prospective customers are secure. All data exchanged between Registrar's system
and the System shall be protected to avoid unintended disclosure of information.
Each RRP session shall be authenticated and encrypted using two-way secure
socket layer ("SSL") protocol. Registrar agrees to authenticate every RRP
connection with the System using its Registrar password, which it shall disclose
only to its employees with a need to


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<PAGE>   5


know. Registrar agrees to notify Registry within four hours of learning that its
Registrar password has been compromised in any way.

       2.8 Registrar agrees to employ in its domain name registration business
NSI's Registry domain name lookup capability to determine if a requested domain
name is available or currently unavailable for registration.

       2.9 Registrar agrees to implement transfers of SLD registrations from
another registrar to Registrar and vice versa pursuant to NSI's policy on
Changes in Sponsoring Registrar by SLD Holders appended hereto as Exhibit B.

       2.10 Registrar agrees that in the event of any dispute concerning the
time of the entry of a domain name registration into the Registry database, the
time shown in the NSI Registry records shall control.

       2.11 Registrar agrees to comply with all other reasonable terms or
conditions established from time to time, to assure sound operation of the
System, by NSI as Registry in a non-arbitrary manner and applicable to all
registrars, including NSI, and consistent with NSI's Cooperative Agreement with
the United States Government, upon NSI's notification to Registrar of the
establishment of those terms and conditions.

       2.12 Registrar agrees to employ necessary employees, contractors, or
agents with sufficient technical training and experience to respond to and fix
all technical problems concerning the use of the RRP and the APIs in conjunction
with Registrar's systems. Registrar agrees that in the event of significant
degradation of the System or other emergency, Network Solutions, as Registry,
may, in its sole discretion, temporarily suspend access to the System.

       2.13 Prior to the Effective Date of this Agreement, Registrar shall have
procured a performance bond from a surety acceptable to NSI, in the amount of
$100,000 U.S. dollars. The terms of the performance bond shall provide that
Registrar will perform all the undertakings, covenants, terms and conditions of
this Agreement during the Initial Term, and any Renewal Terms, and shall
indemnify and hold NSI and its employees, directors, officers, representatives,
agents and affiliates harmless from all costs and damages (including reasonable
attorneys' fees) which it may suffer by reason of Registrar's failure to so
perform by making payment(s) up to the full amount of the bond within ten (10)
days of NSI's having notified the surety of its claim(s) of damages.

       2.14 Registrar agrees to comply with the policies of NSI as Registry that
will be applicable to all registrars and that will prohibit the registration of
certain domain names in the .com, .org and .net TLDs which are not allowed to be
registered by statute or regulation.

3.     LICENSE

       3.1    LICENSE GRANT. Subject to the terms and conditions of this
              Agreement, NSI hereby grants Registrar and Registrar accepts a
              non-exclusive, non-transferable, worldwide limited license to use
              for the Term and purposes of this Agreement the RRP, APIs and
              Software to provide domain name registration services in the


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              .com, .org and .net TLDs only and for no other purpose. The RRP,
              APIs and Software will enable Registrar to register domain names
              with the Registry on behalf of its SLD holders. Registrar, using
              the RRP, APIs and Software, will be able to invoke the following
              operations on the System: (i) check the availability of a domain
              name, (ii) register a domain name, (iii) re-register a domain
              name, (iv) cancel the registration of a domain name it has
              registered, (v) update the nameservers of a domain name, (vi)
              transfer a domain name from another registrar to itself with
              proper authorization, (vii) query a domain name registration
              record, (viii) register a nameserver, (ix) update the IP addresses
              of a nameserver, (x) delete a nameserver, (xi) query a nameserver,
              and (xii) establish and end an authenticated session.

       3.2    LIMITATIONS ON USE. Notwithstanding any other provisions in this
              Agreement, except with the written consent of NSI, Registrar shall
              not: (i) sublicense the RRP, APIs or Software or otherwise permit
              any use of the RRP, APIs or Software by or for the benefit of any
              party other than Registrar, (ii) publish, distribute or permit
              disclosure of the RRP, APIs or Software other than to employees,
              contractors, and agents of Registrar for use in Registrar's domain
              name registration business, (iii) decompile, reverse engineer,
              copy or re-engineer the RRP, APIs or Software for any unauthorized
              purpose, or (iv) use or permit use of the RRP, APIs or Software in
              violation of any federal, state or local rule, regulation or law,
              or for any unlawful purpose.

              Registrar agrees to employ the necessary measures to prevent the
              System from being used for (i) the transmission of unsolicited,
              commercial e-mail (spam) to entities other than Registrar's
              customers; (ii) high volume, automated, electronic processes that
              apply to NSI for large numbers of domain names; (iii) high volume,
              automated, electronic, repetitive queries for the purpose of
              extracting data to be used for Registrar's purposes; or (iv) the
              use of said data to compile or infer customer identity or other
              demographic or firmographic information.

       3.3    NSI may from time to time make modifications to the RRP, APIs or
              software licensed hereunder that will enhance functionality or
              otherwise improve the System. NSI will provide Registrar with at
              least 60 days notice prior to the implementation of any material
              changes to the RRP, APIs or software licensed hereunder.

4.     SUPPORT SERVICES

       4.1    TESTBED ENGINEERING SUPPORT. NSI agrees to provide Registrar with
              reasonable engineering telephone support (between the hours of 9
              a.m. to 5 p.m. local Herndon, Virginia time or at such other times
              as may be mutually agreed upon) to address engineering issues
              arising in connection with Registrar's use of the System during
              the test of the Shared Registration System ("Phase I") as provided
              in Amendment 11 to the Cooperative Agreement between NSI and the
              U.S. Department of Commerce


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<PAGE>   7


       4.2    CUSTOMER SERVICE SUPPORT. During the Term of this Agreement, NSI
              will provide reasonable telephone and e-mail customer service
              support to Registrar, not SLD holders or prospective customers of
              Registrar, for non-technical issues solely relating to the System
              and its operation. NSI will provide Registrar with a telephone
              number and e-mail address for such support during implementation
              of the RRP, APIs and Software. First-level telephone support will
              be available on a 7-day/24-hour basis. NSI will provide a
              web-based customer service capability in the future and such
              web-based support will become the primary method of customer
              service support to Registrar at such time.

5.     FEES

       5.1    LICENSE FEE. As consideration for the license of the RRP, APIs and
              Software, Registrar agrees to pay NSI on the Effective Date or if
              Registrar is a Testbed Registrar, at the completion of the testbed
              period, a non-refundable one-time fee in the amount of $ 10,000
              payable in United States dollars (the "License Fee") and payable
              by check to Network Solutions, Inc., Attention: Business Affairs
              Office, 505 Huntmar Park Drive, Herndon, Virginia 20170 or by wire
              transfer to NationsBank, for the credit of Network Solutions,
              Inc., Account #193 325 3198, ABA# 054001204. No later than three
              business days after either the receipt (and final settlement if
              payment by check) of such License Fee, or the execution of this
              Agreement for Testbed Registrars, NSI will provide the RRP, APIs
              and Software to Registrar.

       5.2    REGISTRATION FEES. During the Initial Term of this Agreement,
              Registrar agrees to pay NSI the non-refundable amounts of $18
              United States dollars for each initial two-year domain name
              registration and $9 United States dollars for each one-year domain
              name re-registration (collectively, the "Registration Fees")
              registered by Registrar through the System. NSI reserves the right
              to adjust the Registration Fees prospectively upon thirty (30)
              days prior notice to Registrar, provided that such adjustments are
              consistent with NSI's Cooperative Agreement with the United States
              Government and are applicable to all registrars in the .com, .org
              and .net TLDs. NSI will invoice Registrar monthly in arrears for
              each month's Registration Fees. All Registration Fees are due
              immediately upon receipt of NSI's invoice pursuant to a letter of
              credit, deposit account, or other acceptable credit terms agreed
              by the Parties.

       5.3    REGISTRANT'S TRANSFER OF DOMAIN NAME. If a SLD holder transfers
              its domain name registration to the Registrar's account from
              another registrar's account, Registrar agrees to pay NSI the
              applicable Registration Fee as set forth above. The losing
              registrar's Registration Fees will not be refunded as a result of
              any such transfer. Such transfer of a SLD holder's domain name
              registration from one registrar to another registrar must be
              accomplished pursuant to the policy set forth in Exhibit B to this
              Agreement.

       5.4    NON-PAYMENT OF REGISTRATION FEES. Timely payment of Registration
              Fees is a material condition of performance under this Agreement.
              In the event that


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<PAGE>   8


              Registrar fails to pay its Registration Fees, either initial or
              re-registration fees, within three days of the date when due, NSI
              may stop accepting new registrations and/or delete the domain
              names associated with invoices not paid in full from the Registry
              database and terminate this Agreement pursuant to Section 6(c)
              below.

6.     MISCELLANEOUS

       6.1    TERM OF AGREEMENT AND TERMINATION.

              (a)    TERM OF THE AGREEMENT. The duties and obligations of the
                     Parties under this Agreement shall apply from the Effective
                     Date through the completion of Phase I of the Cooperative
                     Agreement between NSI and the U.S. Department of Commerce
                     (the "Initial Term"). Upon conclusion of the Initial Term,
                     all provisions of this Agreement, excluding, however, the
                     dollar amount listed in Section 5.2, will automatically
                     renew for successive one (1) year renewal terms, provided,
                     however, that the dollar amount listed in Section 5.2 has
                     been established in accordance with the provisions of
                     Amendment 11 prior to the expiration of the Initial Term,
                     (each a "Renewal Term" and together with the Initial Term,
                     the "Term") until the Agreement has been terminated as
                     provided herein, Registrar elects not to renew, or NSI
                     ceases to operate as the registry for the .com, .org and
                     .net TLDs; provided, however, that in the event that
                     revisions to NSI's Registrar License Agreement are approved
                     by the U.S. Department of Commerce, Registrar will execute
                     an amendment substituting the revised agreement in place of
                     this Agreement.

              (b)    TERMINATION. Upon expiration or termination of this
                     Agreement, NSI will complete the registration of all domain
                     names processed by Registrar prior to the date of such
                     expiration or termination, provided that Registrar's
                     payments to NSI for Registration Fees are current and
                     timely. Notwithstanding the foregoing, Registrar's payment
                     obligations as set forth in Section 5.2 above shall survive
                     any such termination or expiration of this Agreement.

              (c)    TERMINATION FOR CAUSE. In the event that either Party
                     materially breaches any term of this Agreement including
                     any of its representations and warranties hereunder and
                     such breach is not substantially cured within thirty (30)
                     calendar days after written notice thereof is given by the
                     other Party, then the non-breaching Party may, by giving
                     written notice thereof to the other Party, terminate this
                     Agreement as of the date specified in such notice of
                     termination.

              (d)    TERMINATION BY REGISTRAR. Registrar may terminate this
                     Agreement at any time by giving NSI thirty (30) days notice
                     of termination.

              (e)    BANKRUPTCY. Either Party may terminate this Agreement if
                     the other Party is adjudged insolvent or bankrupt, or if
                     proceedings are instituted by


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<PAGE>   9


                     or against a Party seeking relief, reorganization or
                     arrangement under any laws relating to insolvency, or
                     seeking any assignment for the benefit of creditors, or
                     seeking the appointment of a receiver, liquidator or
                     trustee of a Party's property or assets or the liquidation,
                     dissolution or winding up of a Party's business.

              (f)    EFFECT OF TERMINATION. Immediately upon any termination of
                     this Agreement, Registrar shall (i) transfer its SLD
                     holders to another licensed registrar(s) of the Registry,
                     in compliance with any procedures established or approved
                     by the U.S. Department of Commerce and (ii) either return
                     to NSI or certify to NSI the destruction of all data,
                     software and documentation it has received under this
                     Agreement.

              (g)    SURVIVAL. In the event of termination of this Agreement for
                     any reason, Sections 2.5, 2.6, 2.10, 2.11, 2.13, 5.2,
                     6.1(g), 6.6, 6.7, 6.10, 6.12, 6.13, 6.14 and 6.16 shall
                     survive. Neither Party shall be liable to the other for
                     damages of any sort resulting solely from terminating this
                     Agreement in accordance with its terms but each Party shall
                     be liable for any damage arising from any breach by it of
                     this Agreement.

       6.2.   NO THIRD PARTY BENEFICIARIES; RELATIONSHIP OF THE PARTIES. This
              Agreement does not provide and shall not be construed to provide
              third parties (i.e., non-parties to this Agreement), including any
              SLD holder, with any remedy, claim, cause of action or privilege.
              Nothing in this Agreement shall be construed as creating an
              employer-employee or agency relationship, a partnership or a joint
              venture between the Parties.

       6.3    FORCE MAJEURE. Neither Party shall be responsible for any failure
              to perform any obligation or provide service hereunder because of
              any Act of God, strike, work stoppage, governmental acts or
              directives, war, riot or civil commotion, equipment or facilities
              shortages which are being experienced by providers of
              telecommunications services generally, or other similar force
              beyond such Party's reasonable control.

       6.4    FURTHER ASSURANCES. Each Party hereto shall execute and/or cause
              to be delivered to each other Party hereto such instruments and
              other documents, and shall take such other actions, as such other
              Party may reasonably request for the purpose of carrying out or
              evidencing any of the transactions contemplated by this Agreement.

       6.5    AMENDMENT IN WRITING. Any amendment or supplement to this
              Agreement shall be in writing and duly executed by the other
              Parties.

       6.6    ATTORNEYS' FEES. If any legal action or other legal proceeding
              (including arbitration) relating to the performance under this
              Agreement or the enforcement of any provision of this Agreement is
              brought against any Party hereto, the prevailing Party shall be
              entitled to recover reasonable attorneys' fees, costs and


                                     - 7 -
<PAGE>   10


              disbursements (in addition to any other relief to which the
              prevailing Party may be entitled).

       6.7    DISPUTE RESOLUTION; CHOICE OF LAW; VENUE. The Parties shall
              attempt to resolve any disputes between them prior to resorting to
              litigation. This Agreement is to be construed in accordance with
              and governed by the internal laws of the Commonwealth of Virginia,
              United States of America without giving effect to any choice of
              law rule that would cause the application of the laws of any
              jurisdiction other than the internal laws of the Commonwealth of
              Virginia to the rights and duties of the Parties. Any legal action
              or other legal proceeding relating to this Agreement or the
              enforcement of any provision of this Agreement shall be brought or
              otherwise commenced in any state or federal court located in the
              eastern district of the Commonwealth of Virginia. Each Party to
              this Agreement expressly and irrevocably consents and submits to
              the jurisdiction and venue of each state and federal court located
              in the eastern district of the Commonwealth of Virginia (and each
              appellate court located in the Commonwealth of Virginia) in
              connection with any such legal proceeding.

       6.8    NOTICES. Any notice or other communication required or permitted
              to be delivered to any Party under this Agreement shall be in
              writing and shall be deemed properly delivered, given and received
              when delivered (by hand, by registered mail, by courier or express
              delivery service or by telecopier during business hours) to the
              address or telecopier number set forth beneath the name of such
              Party below:

       IF TO REGISTRAR:


              ---------------------------

              ---------------------------

              ---------------------------

       IF TO NSI:

              Network Solutions, Inc.
              505 Huntmar Park Drive
              Herndon, Virginia 20170
              Attention:  Director, Business Affairs
              Telecopier: + 1 (703) 742-8706

       with a copy to:

              General Counsel
              505 Huntmar Park Drive
              Herndon, Virginia 20170
              Telecopier: + 1 (703) 742-0065


                                     - 8 -
<PAGE>   11


       6.9    ASSIGNMENT/SUBLICENSE. Except as otherwise expressly provided
              herein, the provisions of this Agreement shall inure to the
              benefit of and be binding upon, the successors and permitted
              assigns of the Parties hereto. Registrar shall not assign,
              sublicense or transfer its rights or obligations under this
              Agreement to any third person without the prior written consent of
              NSI.

       6.10   USE OF CONFIDENTIAL INFORMATION. The Parties' use and disclosure
              of Confidential Information disclosed hereunder are subject to the
              terms and conditions of the Parties' Confidentiality Agreement
              (Exhibit C) that will be executed contemporaneously with this
              Agreement. Registrar agrees that the RRP, APIs and Software are
              the Confidential Information of NSI.

       6.11   DELAYS OR OMISSIONS; WAIVERS. No failure on the part of any Party
              to exercise any power, right, privilege or remedy under this
              Agreement, and no delay on the part of any Party in exercising any
              power, right, privilege or remedy under this Agreement, shall
              operate as a waiver of such power, right, privilege or remedy; and
              no single or partial exercise or waiver of any such power, right,
              privilege or remedy shall preclude any other or further exercise
              thereof or of any other power, right, privilege or remedy. No
              Party shall be deemed to have waived any claim arising out of this
              Agreement, or any power, right, privilege or remedy under this
              Agreement, unless the waiver of such claim, power, right,
              privilege or remedy is expressly set forth in a written instrument
              duly executed and delivered on behalf of such Party; and any such
              waiver shall not be applicable or have any effect except in the
              specific instance in which it is given.

       6.12   LIMITATION OF LIABILITY. IN NO EVENT WILL NSI BE LIABLE TO
              REGISTRAR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE,
              EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM
              LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS
              AGREEMENT, EVEN IF NSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
              DAMAGES.

       6.13   CONSTRUCTION. The Parties agree that any rule of construction to
              the effect that ambiguities are to be resolved against the
              drafting Party shall not be applied in the construction or
              interpretation of this Agreement.

       6.14   INTELLECTUAL PROPERTY. Subject to Section 2(f) above, each Party
              will continue to independently own its intellectual property,
              including all patents, trademarks, trade names, service marks,
              copyrights, trade secrets, proprietary processes and all other
              forms of intellectual property. Any improvements to existing
              intellectual property will continue to be owned by the Party
              already holding such intellectual property.

       6.15   REPRESENTATIONS AND WARRANTIES

       (a)    REGISTRAR. Registrar represents and warrants that: (1) it is a
              corporation duly


                                     - 9 -
<PAGE>   12


              incorporated, validly existing and in good standing under the law
              of the ______________, (2) it has all requisite corporate power
              and authority to execute, deliver and perform its obligations
              under this Agreement, (3) it is, and during the Term of this
              Agreement will continue to be, accredited or otherwise authorized
              to act as a registrar pursuant to Amendment 11 to the Cooperative
              Agreement between NSI and the U.S. Department of Commerce, (4) the
              execution, performance and delivery of this Agreement has been
              duly authorized by Registrar, (5) no further approval,
              authorization or consent of any governmental or regulatory
              authority is required to be obtained or made by Registrar in order
              for it to enter into and perform its obligations under this
              Agreement, and (6) Registrar's performance bond provided hereunder
              is a valid and enforceable obligation of the surety named on such
              bond.

       (b)    NSI. NSI represents and warrants that: (1) it is a corporation
              duly incorporated, validly existing and in good standing under the
              laws of the State of Delaware, (2) it has all requisite corporate
              power and authority to execute, deliver and perform its
              obligations under this Agreement, (3) the execution, performance
              and delivery of this Agreement has been duly authorized by NSI,
              and (4) no further approval, authorization or consent of any
              governmental or regulatory authority is required to be obtained or
              made by NSI in order for it to enter into and perform its
              obligations under this Agreement.

       (c)    The RRP, APIs and Software are provided "as-is" and without any
              warranty of any kind. NSI EXPRESSLY DISCLAIMS ALL WARRANTIES
              AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
              TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR
              SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND
              NONINFRINGEMENT OF THIRD PARTY RIGHTS. NSI DOES NOT WARRANT THAT
              THE FUNCTIONS CONTAINED IN THE RRP, APIs OR SOFTWARE WILL MEET
              REGISTRAR'S REQUIREMENTS, OR THAT THE OPERATION OF THE RRP, APIs
              OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS
              IN THE RRP, APIs OR SOFTWARE WILL BE CORRECTED. FURTHERMORE, NSI
              DOES NOT WARRANT NOR MAKE ANY REPRESENTATIONS REGARDING THE USE OR
              THE RESULTS OF THE RRP, APIs, SOFTWARE OR RELATED DOCUMENTATION IN
              TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
              SHOULD THE RRP, APIs OR SOFTWARE PROVE DEFECTIVE, REGISTRAR
              ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR
              CORRECTION.

       6.16.  INDEMNIFICATION. Registrar, at its own expense, will indemnify,
              defend and hold harmless NSI and its employees, directors,
              officers, representatives, agents and affiliates, against any
              claim, suit, action, or other proceeding brought against NSI or
              any affiliate of NSI based on or arising from any claim or alleged
              claim (i) relating to any product or service of Registrar; (ii)
              relating to any agreement, including Registrar's dispute policy,
              with any SLD holder of Registrar; or (iii)


                                     - 10 -
<PAGE>   13


              relating to Registrar's domain name registration business,
              including, but not limited to, Registrar's advertising, domain
              name application process, systems and other processes, fees
              charged, billing practices and customer service; provided,
              however, that in any such case: (a) NSI provides Registrar with
              prompt notice of any such claim, and (b) upon Registrar's written
              request, NSI will provide to Registrar all available information
              and assistance reasonably necessary for Registrar to defend such
              claim, provided that Registrar reimburses NSI for its actual and
              reasonable costs. Registrar will not enter into any settlement or
              compromise of any such indemnifiable claim without NSI's prior
              written consent, which consent shall not be unreasonably withheld.
              Registrar will pay any and all costs, damages, and expenses,
              including, but not limited to, reasonable attorneys' fees and
              costs awarded against or otherwise incurred by NSI in connection
              with or arising from any such indemnifiable claim, suit, action or
              proceeding.

       6.17   ENTIRE AGREEMENT; SEVERABILITY. This Agreement, which includes
              Exhibits A, B and C constitutes the entire agreement between the
              Parties concerning the subject matter hereof and supersedes any
              prior agreements, representations, statements, negotiations,
              understandings, proposals or undertakings, oral or written, with
              respect to the subject matter expressly set forth herein. If any
              provision of this Agreement shall be held to be illegal, invalid
              or unenforceable, each Party agrees that such provision shall be
              enforced to the maximum extent permissible so as to effect the
              intent of the Parties, and the validity, legality and
              enforceability of the remaining provisions of this Agreement shall
              not in any way be affected or impaired thereby. If necessary to
              effect the intent of the Parties, the Parties shall negotiate in
              good faith to amend this Agreement to replace the unenforceable
              language with enforceable language that reflects such intent as
              closely as possible.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE
DATE SET FORTH IN THE FIRST PARAGRAPH HEREOF.

Network Solutions, Inc.
                                        ----------------------------------------

By:                                        By:
       ------------------------------             ------------------------------
Name:                                      Name:
       ------------------------------             ------------------------------
Title:                                     Title:
       ------------------------------             ------------------------------


                                     - 11 -
<PAGE>   14


                                    EXHIBIT A

                            REGISTRAR DISPUTE POLICY


                                     - 12 -
<PAGE>   15


                                    Exhibit B

                 CHANGES IN SPONSORING REGISTRAR BY SLD HOLDERS

REGISTRAR REQUIREMENTS:

       For each instance when an SLD holder wants to change its Registrar for an
       existing domain name (i.e., a domain name that appears in a particular
       top-level domain zone file), the gaining Registrar shall:

       1)     Obtain express authorization from an individual who has the
              apparent authority to legally bind the SLD holder (as reflected in
              the database of the losing Registrar).

              a)     The form of the authorization is at the discretion of each
                     gaining Registrar.

              b)     The gaining Registrar shall retain a record of reliable
                     evidence of the authorization.

       2)     Provide a copy of the authorization to the losing Registrar.

       3)     Request, in a form prescribed by NSI, that the Registry database
              be changed to reflect the new Registrar.

              a)     The Request shall include an express statement that (1) the
                     requisite authorization has been obtained from the SLD
                     holder listed in the database of the losing Registrar, and
                     (2) the losing Registrar has been provided with a copy of
                     the authorization.

       In those instances when the Registrar of record is being changed
       simultaneously with a transfer of a domain name from one party to
       another, the gaining Registrar shall also obtain appropriate
       authorization for the transfer. Such authorization shall include, but not
       be limited to, one of the following:

       1)     A bilateral agreement between the parties.

       2)     The final determination of a binding dispute resolution body.

       3)     A court order.

       Whenever there is a change of Registrar, NSI will confirm completion of
       the change by e-mail to both the gaining and losing Registrars.

REGISTRATION FEE:

Each change of Registrar shall be subject to a new two-year registration fee to
the Registry.

       1)     The SLD holder will be entering a new contract with the Registrar.


                                     - 13 -
<PAGE>   16


       2)     The Registrar will be starting a new registration period for the
              domain name with the Registry.

Each SLD holder shall maintain its own records appropriate to document and prove
the initial domain name registration date, regardless of the number of
Registrars with which the SLD holder enters into a contract for registration
services.


                                     - 14 -
<PAGE>   17


                                    EXHIBIT C

                            CONFIDENTIALITY AGREEMENT

       THIS CONFIDENTIALITY AGREEMENT is entered into by and between Network
Solutions, Inc. ("NSI"), a Delaware corporation having its principal place of
business in Herndon, VA which is the party disclosing confidential information,
and _________________________ of _________________________ ("Recipient"), which
is the party receiving such information, through their authorized
representatives, and takes effect on the date executed by the final party (the
"Effective Date").

       Under this Confidentiality Agreement ("Confidentiality Agreement"), NSI
intends to disclose to the Recipient information which NSI considers valuable,
proprietary, and confidential to participate in the test of the Shared
Registration System ("Phase I") as provided in Amendment 11 to the Cooperative
Agreement between NSI and the U.S. Department of Commerce

       NOW, THEREFORE, the parties agree as follows:

1.     Confidential Information

1.1    "Confidential Information", as used in this Confidentiality
Agreement, shall mean all information and materials including, without
limitation, computer software, data, information, databases, protocols,
reference implementation and documentation, and functional and interface
specifications, provided by NSI to Recipient under this Confidentiality
Agreement and marked or otherwise identified as Confidential, provided that if a
communication is oral, NSI will notify Recipient in writing within 15 days of
the disclosure.

2.     Confidentiality Obligations

2.1    In consideration of the disclosure of Confidential Information to
       Recipient, Recipient agrees that:

       (a)    Recipient shall treat as strictly confidential, and use all
       reasonable efforts to preserve the secrecy and confidentiality of, all
       Confidential Information received from NSI, including implementing
       reasonable physical security measures and operating procedures.

       (b)    Recipient shall make no disclosures whatsoever of any Confidential
       Information to others, provided however, that if Recipient is a
       corporation, partnership, or similar entity, disclosure is permitted to
       Recipient's officers and employees who have a demonstrable need to know
       such Confidential Information, provided Recipient shall advise such
       personnel of the confidential nature of the Confidential Information and
       of the procedures required to maintain the confidentiality thereof, and
       shall require them to acknowledge in writing that they have read,
       understand, and agree to be bound by the terms of this Confidentiality
       Agreement.

       (c)    Recipient shall not modify or remove any NSI Confidential legends\
       and/or copyright notices appearing thereon.

2.2    Recipient's duties under this section (2) shall expire five (5) years
       after the information is received or earlier, upon written agreement of
       the parties.

3.     Restrictions On Use

3.1    Recipient agrees that it will use any Confidential Information received
under this Confidentiality Agreement solely for the purpose of participating in
the test of the Shared Registration System ("Phase I") as provided in Amendment
11 to the Cooperative Agreement between NSI and the U.S. Department of Commerce
and


                                     - 15 -
<PAGE>   18


for no other purposes whatsoever.

3.2    No commercial use rights or any licenses under any NSI patent, patent
application, copyright, trademark, know-how, trade secret, or any other NSI
proprietary rights are granted to Recipient by this Confidentiality Agreement,
or by any disclosure of any Confidential Information to Recipient under this
Confidentiality Agreement.

3.3    Recipient agrees not to prepare any derivative works based on the
Confidential Information.

3.4    Recipient agrees that any Confidential Information which is in the form
of computer software, data and/or databases shall be used on a computer
system(s) that is owned or controlled by Recipient.

4.     Miscellaneous

4.1    This Confidentiality Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia and all applicable
federal laws. Recipient agrees that, if a suit to enforce this Confidentiality
Agreement is brought in the U.S. Federal District Court for the Eastern District
of Virginia, Recipient will be bound by any decision of the Court.

4.2    The obligations set forth in this Confidentiality Agreement shall be
continuing, provided, however, that this Confidentiality Agreement imposes no
obligation upon Recipient with respect to information that (a) is disclosed with
NSI's prior written approval; or (b) is or has entered the public domain in its
integrated and aggregated form through no fault of the receiving party; or (c)
is known by the receiving party prior to the time of disclosure in its
integrated and aggregated form; or (d) is independently developed by the
receiving party without use of the Confidential Information; or (e) is made
generally available by NSI without restriction on disclosure.

4.3    This Confidentiality Agreement may be terminated by NSI upon Recipient's
breach of any of its obligations hereunder. In the event of any such termination
for breach, all Confidential Information in Recipient's possession shall be
immediately returned to NSI; Recipient shall provide full voluntary disclosure
to NSI of any and all unauthorized disclosures and/or unauthorized uses of any
Confidential Information; and the obligations of Sections 2 and 3 hereof shall
survive such termination and remain in full force and effect. Recipient may
cease to participate in the test of the Shared Registration System ("Phase I")
as provided in Amendment 11 to the Cooperative Agreement between NSI and the
U.S. Department of Commerce referred to above, but in such event, Recipient
shall immediately return to NSI all Confidential Information in its possession
and Recipient shall remain subject to the obligations of Sections 2 and 3.

4.4    The terms and conditions of this Confidentiality Agreement shall inure to
the benefit of NSI and its successors and assigns. Recipient's obligations under
this Confidentiality Agreement may not be assigned or delegated.

4.5    Recipient agrees that NSI shall be entitled to seek all available legal
and equitable remedies for the breach of this Confidentiality Agreement.

4.6    The terms and conditions of this Confidentiality Agreement may be
modified only in a writing signed by NSI and Recipient.

4.7    EXCEPT AS MAY OTHERWISE BE SET FORTH IN A SIGNED, WRITTEN AGREEMENT
BETWEEN THE PARTIES, NSI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR
IMPLIED, AS TO THE ACCURACY, COMPLETENESS, CONDITION, SUITABILITY, PERFORMANCE,
FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OF ANY CONFIDENTIAL
INFORMATION, AND NSI SHALL HAVE NO LIABILITY WHATSOEVER TO RECIPIENT RESULTING
FROM RECIPIENT'S RECEIPT OR USE OF THE CONFIDENTIAL INFORMATION.


                                     - 16 -
<PAGE>   19


4.8    If any part of this Confidentiality Agreement is found invalid or
unenforceable, such part shall be deemed stricken herefrom and Recipient and NSI
agree: (a) to negotiate in good faith to amend this Confidentiality Agreement to
achieve as nearly as legally possible the purpose or effect as the stricken
part, and (b) that the remainder of this Confidentiality Agreement shall at all
times remain in full force and effect.

4.9    This Confidentiality Agreement contains the entire understanding and
agreement of the parties relating to the subject matter hereof.

4.10   Any obligation upon Recipient imposed by this Confidentiality Agreement
may be waived in writing by NSI. Any such waiver shall have a one-time effect
and shall not apply to any subsequent situation regardless of its similarity.

4.11   Neither Party has an obligation under this Confidentiality Agreement to
purchase, sell, or license any service or item from the other Party.

4.12   The Parties do not intend that any agency or partnership relationship be
created between them by this Confidentiality Agreement.

IN WITNESS WHEREOF, and intending to be legally bound, duly authorized
representatives of NSI and Recipient have executed this Confidentiality
Agreement in Virginia on the dates indicated below.

___________________("Recipient")                Network Solutions, Inc. ("NSI")

By: ____________________________                By: __________________________
Title: _________________________                Title:_________________________
Date:___________________________                Date:_________________________


                                     - 17 -