.ORG REGISTRY AGREEMENT
                            -----------------------

This REGISTRY AGREEMENT ("Agreement") is by and between the Internet Corporation
for Assigned Names and Numbers, a not-for-profit corporation, and VeriSign, Inc.

1. DEFINITIONS. For purposes of this Agreement, the following definitions shall
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apply:

1.1 The "Authoritative Root-Server System" means the constellation of DNS root-
nameservers specified, from time to time, in the file
[ftp://ftp.internic.net/domain/named.root].

1.2 [Deliberately left blank]

1.3 [Deliberately left blank]

1.4 The "DNS" refers to the Internet domain name system.

1.5 The "Effective Date" is the date specified as such in Section 3 of the
Agreement for Restructured Relationship among ICANN, VeriSign, and Network
Solutions, Inc.

1.6 The "Expiration Date" is the date specified in Subsection 5.1.1.

1.7 "ICANN" refers to the Internet Corporation for Assigned Names and Numbers, a
party to this Agreement.

1.8 An "ICANN-Accredited Registrar" is an entity or person accredited by ICANN
to act as a registrar for domain names within the domain of the Registry TLD.

1.9 "Personal Data" refers to data about any identified or identifiable natural
person.

1.10 [Deliberately left blank]

1.11 "Registered Name" refers to a domain name within the domain of the Registry
TLD, whether consisting of two or more (e.g., john.smith.name) levels, about
                                        ----
which Registry Operator or an affiliate engaged in Registry Services maintains
data in a Registry Database, arranges for such maintenance, or derives revenue
from such maintenance. A name in a Registry Database may be a Registered Name
even though it does not appear in a TLD zone file (e.g., a registered but
                                                   ----
inactive name).

1.12 "Registry Data" means all Registry Database data maintained in electronic
form, and shall include TLD Zone-File Data, all data used to provide Registry
Services submitted by registrars in electronic form, and all other data used to
provide Registry Services concerning particular domain name registrations or
nameservers maintained in electronic form in the Registry Database.

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<PAGE>

1.13 "Registry Database" means a database comprised of data about one or more
DNS domain names within the domain of the Registry TLD that is used to generate
either DNS resource records that are published authoritatively or responses to
domain name availability lookup requests or Whois queries, for some or all of
those names.

1.14 "Registry Operator" refers to VeriSign, Inc., a party to this Agreement, or
any assignee of it under Subsection 5.11.

1.15 "Registry-Registrar Agreement" means an agreement between Registry Operator
and an ICANN-Accredited Registrar with the provisions specified by Subsection
3.4.

1.16 "Registry Services" means services provided as an integral part of the
operation of the Registry TLD, including all subdomains in which Registered
Names are registered. These services include: receipt of data concerning
registration of domain names and nameservers from registrars, provision to
registrars of status information relating to the Registry TLD, dissemination of
TLD zone files, operation of the Registry TLD zone servers, dissemination of
contact and other information concerning domain name and nameserver
registrations in the Registry TLD, and such other services required by ICANN in
the manner provided in Subsections 4.3 through 4.6. Registry Services shall not
include the provision of nameservice for a domain used by a single entity under
a Registered Name registered through an ICANN-Accredited Registrar.

1.17 "Registry TLD" refers to the .org TLD.

1.18 [Deliberately left blank]

1.19 "Term of this Agreement" begins on the Effective Date and continues until
the earlier of (a) the Expiration Date, or (b) termination of this Agreement.

1.20 "TLD" refers to a top-level domain in the DNS.

1.21 "TLD Zone-File Data" means all data contained in a DNS zone file for the
Registry TLD, or for any subdomain for which Registry Services registered names,
as provided to TLD nameservers on the Internet.

2. ICANN OBLIGATIONS.
   -----------------

2.1 General Obligations of ICANN. With respect to all matters that affect the
    ----------------------------
rights, obligations, or role of Registry Operator, ICANN shall during the Term
of this Agreement:

     2.1.1 exercise its responsibilities in an open and transparent manner;

     2.1.2 not unreasonably restrain competition and, to the extent feasible,
     promote and encourage robust competition;

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     2.1.3 not apply standards, policies, procedures or practices arbitrarily,
     unjustifiably, or inequitably and not single out Registry Operator for
     disparate treatment unless justified by substantial and reasonable cause;
     and

     2.1.4 ensure, through its reconsideration and independent review policies,
     adequate appeal procedures for Registry Operator, to the extent it is
     adversely affected by ICANN standards, policies, procedures or practices.

2.2 Designation of Registry Operator. ICANN hereby continues to recognize
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Registry Operator as the sole operator for the Registry TLD during the Term of
this Agreement.

2.3 Recognition in Authoritative Root-Server System. During the Term of this
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Agreement, Registry Operator may, by notifying ICANN, request (a) delegation of
the Registry TLD to specified DNS nameservers and (b) changes in that
delegation. Any such request must be made in a format, and otherwise meet
technical requirements, specified from time to time by ICANN. The initial format
and technical requirements are set forth in Appendix A. Changes to the format
and technical requirements may be made only with the mutual written consent of
ICANN and Registry Operator (which neither party shall withhold without reason)
or in the manner provided in Subsections 4.3 through 4.6. ICANN will use
commercially reasonable efforts to have such requests implemented in the
Authoritative Root-Server System within five business days of the submission.

2.4 Recognition in the Root-Zone Contact Database. To the extent ICANN publishes
    ---------------------------------------------
contact data regarding TLDs, during the Term of this Agreement it will show the
Registry TLD's operator as Registry Operator and the Registry TLD's
administrative and technical contacts as requested from time to time by Registry
Operator. Any such request must be made in a format, include the elements of
contact data, and otherwise meet technical requirements, specified from time to
time by ICANN. The initial requirements for these requests are set forth in
Appendix B. Changes to the requirements for requests may be made only with the
mutual written consent of ICANN and Registry Operator (which neither party shall
withhold without reason) or in the manner provided in Subsections 4.3 through
4.6.

2.5 Other Obligations of ICANN. During the Term of this Agreement, ICANN shall
    --------------------------
use commercially reasonable efforts to:

     2.5.1 maintain, or cause to be maintained, a stable, secure, authoritative
     and publicly available database of relevant information regarding the
     delegation of the Registry TLD;

     2.5.2 generate, or cause to be generated, authoritative and accurate root
     zone information from such database and operate, or cause to be operated,
     the Authoritative Root Server System in a stable and secure manner;

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<PAGE>

     2.5.3 maintain, or cause to be maintained, authoritative records and an
     audit trail regarding delegations of the Registry TLD and records related
     to these delegations; and

     2.5.4 inform Registry Operator in a timely manner of any changes to ICANN's
     contact information.

2.6 Use of ICANN Name. ICANN hereby grants to Registry Operator a non-exclusive,
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worldwide, royalty-free license during the term of this Agreement (i) to state
that it is designated by ICANN as the registry operator for the Registry TLD,
(ii) to use a logo specified by ICANN to signify that Registry Operator is an
ICANN-designated registry operator, and (iii) to link to pages and documents
within the ICANN web site. No other use of ICANN's name is licensed hereby. This
license may not be assigned or sublicensed by Registry Operator.

3. REGISTRY OPERATOR OBLIGATIONS.
   -----------------------------

3.1 Obligation to Provide Registry Services. During the Term of this Agreement,
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Registry Operator shall operate, or cause to be operated, a registry of
Registered Names that meets the functional specifications described by
Subsection 3.2 and the performance specifications described by Subsection 3.3.
Throughout the Term of this Agreement, Registry Operator shall be obligated to
enter into a Registry-Registrar Agreement with any ICANN-Accredited Registrar
seeking such an agreement on the terms specified by Subsection 3.4. Throughout
the Term of this Agreement, Registry Operator shall provide Registry Services in
compliance with any Registry-Registrar Agreement as provided in Subsection 3.4
that is then in effect.

3.2 Functional Specifications for Registry Services. All Registry Services
    -----------------------------------------------
provided by Registry Operator shall be provided under this Agreement and shall
meet the functional specifications established by ICANN. The initial functional
specifications are set forth in Appendix C. Non-material changes and additions
to the functional specifications may be made by Registry Operator with prior
written notice to ICANN and any affected ICANN-Accredited Registrars. All other
changes and additions to the functional specifications may be made only with the
mutual written consent of ICANN and Registry Operator (which neither party shall
withhold without reason) or in the manner provided in Subsections 4.3 through
4.6.

3.3 Performance Specifications for Registry Services. All Registry Services
    ------------------------------------------------
provided by Registry Operator shall meet the performance specifications and
comply with the registrar service level agreement established by ICANN. The
initial performance specifications are set forth in Appendix D and the initial
service level agreement is set forth in Appendix E. Changes to the performance
specifications or service level agreement may be made only with the mutual
written consent of ICANN and Registry Operator (which neither party shall
withhold without reason) or in the manner provided in Subsections 4.3 through
4.6.

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<PAGE>

3.4 Registry-Registrar Agreements. During the Term of this Agreement, Registry
    -----------------------------
Operator shall enter a Registry-Registrar Agreement with any ICANN-Accredited
Registrar desiring to enter such an agreement. All Registry Services provided by
Registry Operator for the Registry TLD shall be provided strictly in accordance
with that Registry-Registrar Agreement:

     3.4.1 Initially, the form of the Registry-Registrar Agreement shall be that
     attached as Appendix F.

     3.4.2 The form of the Registry-Registrar Agreement may be revised (a) by
     Registry Operator with the written consent of ICANN, (b) by ICANN in the
     manner provided in Subsections 4.3 through 4.6, provided that any
     additional terms are within the topics set forth in Subsection 4.2., or,
     (c) with respect to the price charged registrars by Registry Operator for
     Registry Services, according to Subsection 3.4.3.

     3.4.3 Registry Operator may, at its option and with thirty days written
     notice to ICANN and to all ICANN-Accredited Registrars, revise the prices
     charged to registrars under the Registry-Registrar Agreement, provided that
     (a) the same price shall be charged for services charged to all ICANN-
     Accredited Registrars (provided that volume adjustments may be made if the
     same opportunity to qualify for those adjustments is available to all
     ICANN-Accredited Registrars) and (b) the prices shall not exceed those set
     forth in Appendix G, as adjusted according to Subsection 4.4. Registry
     Operator shall charge no fee to anyone for Registry Services if such fee is
     not listed on Appendix G. For Registry Services (a) listed on Appendix G
     without a stated price, and (b) introduced more than six months after the
     Effective Date, Registry Operator may propose to ICANN, no later than
     thirty days before the commencement of that service, the inclusion in
     Appendix G of an offering price for the Registry Service. The offering
     price for the Registry Service shall be included in Appendix G only upon
     the written consent of ICANN, which shall not be unreasonably withheld or
     delayed.

3.5 Fair Treatment of ICANN-Accredited Registrars.
    ---------------------------------------------

     3.5.1 Registry Operator shall provide all ICANN-Accredited Registrars that
     have Registry-Registrar Agreements in effect, and that are in compliance
     with the terms of such agreements, equivalent access to Registry Operator's
     Registry Services, including to its shared registration system.

     3.5.2 Registry Operator shall certify to ICANN every six months, using the
     objective criteria set forth in Appendix H, that Registry Operator is
     providing all such ICANN-Accredited Registrars with equivalent access to
     its Registry Services, including to its shared registration system.

     3.5.3 Registry Operator shall not act as a registrar with respect to the
     Registry TLD. This shall not preclude Registry Operator from registering
     names within the

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     domain of the Registry TLD in compliance with Subsection 3.6. This also
     shall not preclude an affiliate of Registry Operator from acting as a
     registrar with respect to the Registry TLD, provided that Registry Operator
     complies with the provisions of Subsections 3.5.4 and 3.5.5.

     3.5.4 Registry Operator shall comply with its Code of Conduct attached as
     Appendix I. Any changes to that Code of Conduct will require ICANN's
     approval.

     3.5.5 Registry Operator will ensure, in a form and through ways described
     in Appendix H, that the revenues and assets of Registry Operator are not
     utilized to advantage registrars that are affiliated with Registry Operator
     to the detriment of other ICANN-Accredited Registrars. For purposes of this
     Subsection 3.5.5, funds distributed to debt or equity participants in
     Registry Operator shall no longer be deemed revenues and assets of Registry
     Operator once they are distributed.

     3.5.6  With respect to its obligations under Subsections 3.5.1 through
     3.5.5 and Appendices H and I, Registry Operator agrees to participate in
     and comply with the sanctions program described in Appendix Y, provided
     that all other registry operators having registry agreements with ICANN for
     the operation of unsponsored top-level domains (i.e. top-level domains,
     other than country-code and infrastructure domains, not having a sponsoring
     organization) are obligated to participate in and comply with a sanctions
     program with substantially the same provisions as Appendix Y.  Registry
     Operator agrees that the Sanctions Program described in Appendix Y shall be
     a non-exclusive and additional option ICANN to promote compliance with
     Subsections 3.5.1 through 3.5.5 and Appendices H and I, and that (except as
     stated in Appendix Y) the availability of that option does not limit or
     affect in any way ICANN's ability to employ any other compliance measures
     or remedies available under this Agreement.  In the event that the gTLD
     Constituency of the Domain Name Supporting Organization proposes a
     substitute Appendix Y at any time prior to 1 May 2002, and ICANN determines
     (following an appropriate process of public notice and comment) that
     substitution by that Appendix Y would serve the interests of the Internet
     community, the substitution shall be made.

3.6 Registrations Not Sponsored by Registrars Under Registry-Registrar
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Agreements. Registry Operator shall register domain names within the domain of
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the Registry TLD, other than on a request submitted by a registrar pursuant to
that registrar's Registry-Registrar Agreement, only as follows:

     3.6.1 Registry Operator may register the domain names listed on Appendix X
     (Part A) for its own use in operating the registry and providing Registry
     Services under this Agreement, provided the total number of domain names
     listed on Appendix X at any time does not exceed 5000. At the conclusion of
     its designation by ICANN as the operator for the Registry TLD, Registry
     Operator shall transfer all such domain name registrations to the entity or
     person specified by ICANN. Appendix X may be revised upon written notice by
     Registry Operator
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<PAGE>

     to ICANN and written consent by ICANN, which shall not be unreasonably
     withheld.

     3.6.2 Registry Operator may register the domain names listed on Appendix X
     (Part B) for its own use, provided the total number of domain names listed
     on Appendix X at any time does not exceed 5000. Registry Operator may
     retain registration of those names at the conclusion of its designation by
     ICANN as the operator for the Registry TLD, provided registration fees are
     paid and all other requirements for registration by third parties are met.
     Appendix X may be revised upon written notice by Registry Operator to ICANN
     and written consent by ICANN, which shall not be unreasonably withheld.

     3.6.3 As instructed from time to time by ICANN, Registry Operator shall
     maintain the registration of up to 5000 domain names within the domain of
     the Registry TLD for use by ICANN and other organizations responsible for
     coordination of the Internet's infrastructure.

     3.6.4 This Subsection 3.6 shall not preclude Registry Operator from
     registering domain names within the domain of the Registry TLD through an
     ICANN-Accredited Registrar pursuant to that registrar's Registry-Registrar
     Agreement.

3.7 [Deliberately left blank]

3.8 Registration Restrictions Within Registry TLD.
    ---------------------------------------------

     3.8.1 Except to the extent that ICANN otherwise expressly authorizes in
     writing, Registry Operator shall reserve from registration the domain names
     specified by a schedule established by ICANN. The initial schedule is
     attached as Appendix K. Changes to the schedule may be made only with the
     mutual written consent of ICANN and Registry Operator (which neither party
     shall withhold without reason) or in the manner provided in Subsections 4.3
     through 4.6.

     3.8.2 [Deliberately left blank]

3.9 Bulk Access to TLD Zone Files. Registry Operator shall provide bulk access
    -----------------------------
to the zone files for the Registry TLD as follows:

     3.9.1 to third parties on the terms set forth in the TLD zone file access
     agreement established by ICANN. The initial terms of the agreement are set
     forth as Appendix N to this Agreement. Changes to the terms of the TLD zone
     file access agreement may be made only with the mutual written consent of
     ICANN and Registry Operator (which neither party shall withhold without
     reason) or in the manner provided in Subsections 4.3 through 4.6.

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     3.9.2 to ICANN on a continuous basis in the manner which ICANN may from
     time to time specify.

3.10 Publication by Registry Operator of Registry Data.
     -------------------------------------------------

     3.10.1 At its expense, Registry Operator shall provide free public query-
     based access to up-to-date data concerning domain name and nameserver
     registrations maintained by Registry Operator in connection with the
     Registry TLD. The data elements reported, format of responses to queries,
     data update frequency, query types supported, and protocols through which
     access is provided shall be as established by ICANN. The initial
     specification of the data elements reported, format of responses to
     queries, minimum data update frequency, query types supported, and
     protocols through which access is provided are set forth in Appendix O.
     Registry Operator may request supplementation of the specification to
     include additional data elements reported or query types supported, in
     which event ICANN shall act to supplement the specification in a reasonable
     manner within a reasonable time. Other changes to the specification may be
     made only with the mutual written consent of ICANN and Registry Operator
     (which neither party shall withhold without reason) or in the manner
     provided in Subsections 4.3 through 4.6.

     3.10.2 To ensure operational stability of the registry, Registry Operator
     may temporarily limit access under Subsection 3.10.1 in which case Registry
     Operator shall immediately notify ICANN of the nature of and reason for the
     limitation. Registry Operator shall not continue the limitation longer than
     a period established by ICANN if ICANN objects in writing, which objection
     shall not be unreasonably made. The period shall initially be five business
     days; changes to that period may be made only with the mutual written
     consent of ICANN and Registry Operator (which neither party shall withhold
     without reason) or in the manner provided in Subsections 4.3 through 4.6.
     Such temporary limitations shall be applied in a non-arbitrary manner and
     shall apply fairly to all ICANN-Accredited Registrars.

     3.10.3 In providing query-based public access to registration data as
     required by this Subsection 3.10, Registry Operator shall not impose terms
     and conditions on use of the data provided except as permitted by policy
     established by ICANN. Unless and until ICANN establishes a different
     policy, Registry Operator shall permit use of data it provides in response
     to queries for any lawful purposes except to: (a) allow, enable, or
     otherwise support the transmission by e-mail, telephone, or facsimile of
     mass unsolicited, commercial advertising or solicitations to entities other
     than the data recipient's own existing customers; or (b) enable high
     volume, automated, electronic processes that send queries or data to the
     systems of Registry Operator or any ICANN-Accredited Registrar, except as
     reasonably necessary to register domain names or modify existing
     registrations. Changes to that policy may be made only with the mutual
     written

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     consent of ICANN and Registry Operator (which neither party shall withhold
     without reason) or in the manner provided in Subsections 4.3 through 4.6.

     3.10.4 To comply with applicable statutes and regulations and for other
     reasons, ICANN may from time to time establish policies in the manner
     described by Subsections 4.3 through 4.6 establishing limits on the data
     concerning registrations that Registry Operator may make available to the
     public through a public-access service described in this Subsection 3.10
     and on the manner in which Registry Operator may make them available. In
     the event ICANN establishes any such policy, Registry Operator shall abide
     by it within the time allowed by Subsection 4.5.

     3.10.5 At its expense, Registry Operator shall provide bulk access to up-
     to-date data concerning domain name and nameserver registrations maintained
     by Registry Operator in connection with the Registry TLD in the following
     two ways:

            3.10.5.1 on a daily schedule, only for purposes of providing free
            public query-based access to up-to-date data concerning domain name
            and nameserver registrations in multiple TLDs, to a party designated
            from time to time in writing by ICANN. The content and format of
            this data, and the procedures for providing access, shall be as
            established by ICANN. The initial content, format, and procedures
            are set forth in Appendix P. Changes to that content and format and
            those procedures may be made only with the mutual written consent of
            ICANN and Registry Operator (which neither party shall withhold
            without reason) or in the manner provided in Subsections 4.3 through
            4.6.

            3.10.5.2 on a continuous  basis, to ICANN in the manner which ICANN
            may from time to time reasonably specify, only for purposes of
            verifying and ensuring the operational stability of the Registry
            TLD, the DNS, and the Internet The content and format of this data,
            and the procedures for providing access, shall be as established by
            ICANN. The initial content, format, and procedures are set forth in
            Appendix Q. Changes to that content and format and those procedures
            may be made only with the mutual written consent of ICANN and
            Registry Operator (which neither party shall withhold without
            reason) or in the manner provided in Subsections 4.3 through 4.6.

3.11 Data Escrow. Registry Operator shall periodically deposit into escrow all
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Registry Data in an electronic format. The escrow shall be maintained, at
Registry Operator's expense, by a reputable escrow agent mutually approved by
Registry Operator and ICANN, such approval also not to be unreasonably withheld
by either party. The schedule, content, format, and procedure for escrow
deposits shall be as established by ICANN from time to time. The initial
schedule, content, format, and procedure shall be as set forth in Appendix R.
Changes to the schedule, content, format, and procedure may be made only with
the mutual written consent of ICANN and Registry Operator

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(which neither party shall withhold without reason) or in the manner provided in
Subsections 4.3 through 4.6. The escrow shall be held under an agreement,
substantially in the form of Appendix S, among ICANN, Registry Operator, and the
escrow agent.

3.12 Registry Operator's Handling of Personal Data. Registry Operator shall
     ---------------------------------------------
notify registrars sponsoring registrations in the registry for the Registry TLD
of the purposes for which Personal Data submitted to Registry Operator by
registrars is collected, the intended recipients (or categories of recipients)
of such Personal Data, and the mechanism for access to and correction of such
Personal Data. Registry Operator shall take reasonable steps to protect Personal
Data from loss, misuse, unauthorized disclosure, alteration or destruction.
Registry Operator shall not use or authorize the use of Personal Data in a way
that is incompatible with the notice provided to registrars.

3.13 Rights in Data. Except as permitted by the Registry- Registrar Agreement,
     --------------
Registry Operator shall not be entitled to claim any intellectual property
rights in data supplied by or through registrars. In the event that Registry
Data is released from escrow under Subsection 3.11, any rights held by Registry
Operator in the data shall automatically be transferred on a non-exclusive,
irrevocable, royalty-free, paid-up basis to ICANN or to a party designated in
writing by ICANN.

3.14.Registry-Level Financial Support of ICANN.  During the Term of this
     -----------------------------------------
Agreement, Registry Operator shall pay to ICANN the following fees:

     3.14.1.  Fixed Registry-Level Fee.  Registry Operator shall pay ICANN a
              ------------------------
     quarterly Fixed Registry-Level Fee in an amount established by the ICANN
     Board of Directors, in conformity with the ICANN bylaws and articles of
     incorporation, not to exceed one quarter of the annual Fixed Registry-Level
     Fee Cap described in Subsection 3.14.4.

     3.14.2.  Variable Registry-Level Fee.  Registry Operator shall pay ICANN a
              ---------------------------
     quarterly Variable Registry-Level Fee in an amount calculated according to
     a formula and method established from time to time by the ICANN Board of
     Directors, in conformity with the ICANN bylaws and articles of
     incorporation. The formula and method shall allocate the total variable fee
     among all TLDs sponsored or operated under a sponsorship or registry
     agreement with ICANN (whether the fee is collected at the registry or
     registrar level) based on the relative size of the registries for those
     TLDs. It shall be permissible for the formula and method so established (a)
     to measure the size of a TLD's registry by the number of names under
     administration within the TLD by the registry's operator, (b) to deem the
     number of domain names under administration within the Registry TLD to be
     the number of Registered Names, and (c) to provide for a deduction in
     computing a sponsor's or operator's Variable Registry-Level Fee of some or
     all of that sponsor's or operator's Fixed Registry-Level Fee. It shall also
     be permissible for the formula and method to consider accreditation fees
     collected from registrars as a credit applied to the Variable Registry-
     Level Fee for the TLD to which the fees pertain. Groups of registries for
     two or more TLDs may, with the agreement of their sponsors or operators and
     ICANN, agree to allocate the variable fee collected from them in a manner
     not based on the relative size of the registries within the group, provided
     that the combined variable fees collected for all TLDs

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<PAGE>

may, with the agreement of their sponsors or operators and ICANN, agree to
allocate the variable fee collected from them in a manner not based on the
relative size of the registries within the group, provided that the combined
variable fees collected for all TLDs within the group is based on the combined
size of the registries in the group.

3.14.3.  Payments Must Be Timely.  Registry Operator shall pay the quarterly
         -----------------------
Fixed and Variable Registry-Level Fees within thirty days after the date of
ICANN's invoice for those fees.  These payments shall be made in a timely manner
throughout the Term of this Agreement and notwithstanding the pendency of any
dispute between Registry Operator and ICANN.  Registry Operator shall pay
interest on payments not timely made at the rate of 1% per month or, if less,
the maximum rate permitted by California law.

3.14.4.  Fee Caps.  The Fixed Registry-Level Fee Cap shall be US$100,000 per
         --------
year until and including 30 June 2002; shall automatically increase by 15% on
July 1 of each year beginning in 2002; and may be increased by a greater amount
in the manner provided by Subsection 4.3.  The sum of the Fixed Registry-Level
Fees and the Variable Registry-Level Fees due to be paid in any year ending on
any 30 June during or within one year after the Term of this Agreement by all
TLD sponsors and registry operators having sponsorship or registry agreements
with ICANN shall not exceed the Total Registry-Level Fee Cap described in the
following sentence.  The Total Registry-Level Fee Cap shall be US$5,500,000 for
the fiscal year ending 30 June 2002; shall increase by 15% each fiscal year
thereafter; and may be increased by a greater amount in the manner provided by
Subsection 4.3.

3.14.5.  Adjustments to Price. The maximum pricing for initial and renewal
         --------------------
registrations set forth in Appendix G shall be adjusted at the beginning of each
calendar quarter by adding, to the amount specified in that Appendix (after
adjustment according to Subsection 4.4) as the applicable annual charge for
initial or renewal registration of a domain name, an amount calculated according
to the following three sentences.  For calendar quarters in which the variable
fee is collected at the registrar level, the amount shall be US$0.00. For the
first two calendar quarters during the Term of this Agreement in which the
variable fee is collected at the registry level, the amount shall be four times
the per-name variable accreditation fee charged to registrars for the quarter
beginning six months earlier. For subsequent calendar quarters, the amount shall
be four times the quarterly Variable Registry-Level Fee reflected in the invoice
to Registry Operator for such a fee for the quarter beginning six months earlier
divided by the number of Registered Names that the invoice shows was used to
calculate that quarterly Variable Registry-Level Fee.  The adjustments permitted
by this Subsection 3.14.5 shall only apply for periods of time as to which the
Registry Operator does not have in effect a provision in its Registry-Registrar
Agreement (see Subsection 3.4) permitting it to require ICANN-Accredited
Registrars to pay to Registry Operator a portion of Registry Operator's payments
of variable registry-level fees to ICANN.

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<PAGE>

3.15 Reports Provided to ICANN.
     -------------------------

     3.15.1 Within twenty days after the end of each month during the Term of
     this Agreement, Registry Operator shall provide ICANN a written report,
     giving information specified by ICANN, on operation of the registry during
     the month. The initial specification of information is set forth in
     Appendix T. Changes to that specification may be made only with the mutual
     written consent of ICANN and Registry Operator (which neither party shall
     withhold without reason) or in the manner provided in Subsections 4.3
     through 4.6.

     3.15.2 [Deliberately left blank]

4. PROCEDURES FOR ESTABLISHMENT OR REVISION OF SPECIFICATIONS AND POLICIES.
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4.1 Registry Operator's Ongoing Obligation to Comply With New or Revised
    --------------------------------------------------------------------
Specifications and Policies. During the Term of this Agreement, Registry
---------------------------
Operator shall comply, in its provision of Registry Services, on the schedule
provided in Subsection 4.5, with

     4.1.1 new or revised specifications (including forms of agreement to which
     Registry Operator is a party) and policies established by ICANN as
     Consensus Policies in the manner described in Subsection 4.3,

     4.1.2 in cases where:

          4.1.2.1 this Agreement expressly provides for compliance with revised
          specifications  or policies established in the manner set forth in one
          or more subsections of this Section 4 or

          4.1.2.2 the specification or policy concerns one or more topics
          described in Subsection 4.2.

4.2 Topics for New and Revised Specifications and Policies. New and revised
    ------------------------------------------------------
specifications and policies may be established on the following topics:

     4.2.1 issues for which uniform or coordinated resolution is reasonably
     necessary to facilitate interoperability, technical reliability, and/or
     operational stability of the Registry Services, the DNS, or the Internet;

     4.2.2 functional and performance specifications for the provision of
     Registry Services;

     4.2.3 safety and integrity of the Registry Database;

                                       13
<PAGE>

     4.2.4 procedures to avoid disruptions of registration due to suspension or
     termination of operations by a registry operator or a registrar, including
     procedures for allocation of responsibility for serving Registered Names
     affected by such a suspension or termination;

     4.2.5 resolution of disputes regarding whether particular parties may
     register or maintain registration of particular domain names;

     4.2.6 principles for allocation of SLD names (e.g., first-come/first-
     served, timely renewal, holding period after expiration);

     4.2.7 prohibitions on warehousing of or speculation in domain names by
     registries or registrars;

     4.2.8 maintenance of and access to accurate and up-to-date contact
     information for domain name registrants;

     4.2.9 reservation of Registered Names that may not be registered initially
     or that may not be renewed due to reasons reasonably related to (a)
     avoidance of confusion among or misleading of users, (b) intellectual
     property, or (c) the technical management of the DNS or the Internet (e.g.,
     establishment of reservations of names from registration); and

     4.2.10 registry policies reasonably necessary to implement Consensus
     Policies relating to registrars.

4.3 Manner of Establishment of New and Revised Specifications and Policies.
    ----------------------------------------------------------------------

     4.3.1 "Consensus Policies" are those specifications or policies established
     based on a consensus among Internet stakeholders represented in the ICANN
     process, as demonstrated by (a) action of the ICANN Board of Directors
     establishing the specification or policy, (b) a recommendation, adopted by
     at least a two-thirds vote of the council of the ICANN Supporting
     Organization to which the matter is delegated, that the specification or
     policy should be established, and (c) a written report and supporting
     materials (which must include all substantive submissions to the Supporting
     Organization relating to the proposal) that (i) documents the extent of
     agreement and disagreement among impacted groups, (ii) documents the
     outreach process used to seek to achieve adequate representation of the
     views of groups that are likely to be impacted, and (iii) documents the
     nature and intensity of reasoned support and opposition to the proposed
     policy.

     4.3.2 In the event that Registry Operator disputes the presence of such a
     consensus, it shall seek review of that issue from an Independent Review
     Panel established under ICANN's bylaws. Such review must be sought within
     fifteen working days of the publication of the Board's action establishing
     the policy. The decision of the panel shall be based on the report and
     supporting materials

                                       14
<PAGE>

     required by Subsection 4.3.1. In the event that Registry Operator seeks
     review and the Independent Review Panel sustains the Board's determination
     that the policy is based on a consensus among Internet stakeholders
     represented in the ICANN process, then Registry Operator must implement
     such policy unless it promptly seeks and obtains a stay or injunctive
     relief under Subsection 5.8.

     4.3.3 If, following a decision by the Independent Review Panel convened
     under Subsection 4.3.2, Registry Operator still disputes the presence of
     such a consensus, it may seek further review of that issue within fifteen
     working days of publication of the decision in accordance with the dispute
     resolution procedures set forth in Subsection 5.9; provided, however, that
     Registry Operator must continue to implement the policy unless it has
     obtained a stay or injunctive relief under Subsection 5.9 or a final
     decision is rendered in accordance with the provisions of Subsection 5.9
     that relieves Registry Operator of such obligation. The decision in any
     such further review shall be based on the report and supporting materials
     required by Subsection 4.3.1.

     4.3.4 A specification or policy established by the ICANN Board of Directors
     on a temporary basis, without a prior recommendation by the council of an
     ICANN Supporting Organization, shall also be considered to be a Consensus
     Policy if adopted by the ICANN Board of Directors by a vote of at least
     two-thirds of its members, so long as the Board reasonably determines that
     immediate temporary establishment of a specification or policy on the
     subject is necessary to maintain the operational stability of Registry
     Services, the DNS, or the Internet, and that the proposed specification or
     policy is as narrowly tailored as feasible to achieve those objectives. In
     establishing any specification or policy under this provision, the ICANN
     Board of Directors shall state the period of time for which the
     specification or policy is temporarily adopted and shall immediately refer
     the matter to the appropriate Supporting Organization for its evaluation
     and review with a detailed explanation of its reasons for establishing the
     temporary specification or policy and why the Board believes the policy
     should receive the consensus support of Internet stakeholders. If the
     period of time for which the specification or policy is adopted exceeds
     ninety days, the Board shall reaffirm its temporary establishment every
     ninety days for a total period not to exceed one year, in order to maintain
     such specification or policy in effect until such time as it meets the
     standard set forth in Subsection 4.3.1. If the standard set forth in
     Subsection 4.3.1 is not met within the temporary period set by the Board,
     or the council of the Supporting Organization to which it has been referred
     votes to reject the temporary specification or policy, it will no longer be
     a "Consensus Policy."

     4.3.5 For all purposes under this Agreement, the policies identified in
     Appendix V shall be treated in the same manner and have the same effect as
     "Consensus Policies."

                                       15
<PAGE>

     4.3.6 In the event that, at the time the ICANN Board of Directors
     establishes a specification or policy under Subsection 4.3.1 during the
     Term of this Agreement, ICANN does not have in place an Independent Review
     Panel established under ICANN's bylaws, the fifteen-working-day period
     allowed under Subsection 4.3.2 to seek review shall be extended until
     fifteen working days after ICANN does have such an Independent Review Panel
     in place and Registry Operator shall not be obligated to comply ICANN with
     the specification or policy in the interim.

4.4 Pricing Adjustments Arising from New or Revised Specifications or Policies.
    --------------------------------------------------------------------------
The maximum prices stated in Appendix G shall be increased through an amendment
to this Agreement as approved by ICANN and Registry Operator, such approval not
to be unreasonably withheld, to reflect demonstrated increases in the net costs
of providing Registry Services arising from (A) new or revised ICANN
specifications or policies adopted after the Effective Date, or (B) legislation
specifically applicable to the provision of Registry Services adopted after the
Effective Date, to ensure that Registry Operator recovers such costs and a
reasonable profit thereon; provided that such increases exceed any reductions in
costs arising from (A) or (B) above.

4.5 Time Allowed for Compliance. Registry Operator shall be afforded a
    ---------------------------
reasonable period of time (not to exceed four months unless the nature of the
specification or policy established under Subsection 4.3 reasonably requires, as
agreed to by ICANN and Registry Operator, a longer period) after receiving
notice of the establishment of a specification or policy under Subsection 4.3 in
which to comply with that specification or policy, taking into account any
urgency involved.

4.6 Indemnification of Registry Operator. ICANN shall indemnify, defend, and
    ------------------------------------
hold harmless Registry Operator (including 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 solely from
Registry Operator's compliance as required by this Agreement with an ICANN
specification or policy (including, without limitation, a Consensus Policy)
established after the Effective Date; except that Registry Operator shall not be
indemnified or held harmless hereunder to the extent that the claims, damages or
liabilities arise from the particular manner in which Registry Operator has
chosen to comply with the specification or policy, where it was possible for
Registry Operator to comply in a manner by which the claims, damages, or
liabilities would not arise. As an alternative to providing the indemnity stated
in this Subsection 4.6, ICANN may, at the time it establishes a specification or
policy after the Effective Date giving rise to an indemnity obligation under
this Subsection 4.6, state ICANN's election that the Registry Operator shall
bear the cost of insuring the claims, damages, liabilities, costs, and expenses
that would otherwise be indemnified by ICANN under this Subsection 4.6, in which
case the reasonable cost to Registry Operator of such insurance shall be treated
under Subsection 4.4 as a cost of providing Registry Services arising from the
newly established ICANN specification or policy.

5. MISCELLANEOUS PROVISIONS.
   ------------------------

                                       16
<PAGE>

5.1 Expiration of this Agreement.
    ----------------------------

     5.1.1 The Expiration Date shall be 31 December 2002.

     5.1.2 Registry Operator acknowledges and agrees that upon the earlier of
     (i) the Expiration Date or (ii) termination of this Agreement by ICANN
     pursuant to Subsection 5.4, it will cease to be the operator of the
     Registry TLD and neither it nor any affiliated entity will be eligible to
     seek to continue to operate the Registry TLD.

     5.1.3 Registry Operator shall make all commercially reasonable efforts to
     cooperate with ICANN and the party designated by ICANN as successor
     operator to facilitate smooth transition of the operation of the Registry
     TLD.

     5.1.4 No later than 90 days prior to the Expiration Date, Registry Operator
     will pay to ICANN or ICANN's designee the sum of US $5 million, to be used
     by ICANN in it sole discretion to establish an endowment to be used to fund
     future operating costs of the non-profit entity designated by ICANN as
     successor operator of the .org registry. Registry Operator agrees that such
     funds, once paid to ICANN, will become the property of ICANN and/or ICANN's
     designee, and that Registry Operator will have no ownership or other rights
     or interests in such funds or in the manner in which they are used or
     disbursed.

     5.1.5 Registry Operator further agrees that it will make available to the
     party designated by ICANN as successor operator of the .org registry the
     use of global resolution and distribution facilities, at no charge until 31
     December 2003, and thereafter at a price to be determined, for so long as
     Registry Operator is also the operator of the .com registry.

     5.1.6 Registry Operator acknowledges and agrees that, except as expressly
     provided by this Agreement, it shall not acquire any right in the Registry
     TLD by virtue of its operation of the Registry TLD or its provision of
     Registry Services hereunder.

5.2 [Deliberately left blank]

5.3 [Deliberately left blank]

5.4 Termination by ICANN. This Agreement may be terminated before its expiration
    --------------------
by ICANN in any of the following circumstances:

     5.4.1 [Deliberately left blank]

     5.4.2 Registry Operator:

                                       17
<PAGE>

          5.4.2.1 is convicted by a court of competent jurisdiction of a felony
          or other serious offense related to  financial activities, or is the
          subject of a determination by  a court of competent jurisdiction that
          ICANN reasonably deems  as the substantive equivalent of those
          offenses ; or

          5.4.2.2 is disciplined by the government of its domicile for conduct
          involving dishonesty or misuse of funds of others.

     5.4.3 Any officer or director of Registry Operator is convicted of a felony
     or of a misdemeanor related to financial activities, or is judged by a
     court to have committed fraud or breach of fiduciary duty, or is the
     subject of a judicial determination that ICANN deems as the substantive
     equivalent of any of these, and such officer or director is not immediately
     removed in such circumstances.

     5.4.4 Registry Operator fails to cure any material breach of this Agreement
     (other than a failure to comply with a Consensus Policy adopted by ICANN
     during the Term of this Agreement as to which Registry Operator has
     obtained a stay under Subsection 5.9) within fifteen business days (or such
     longer reasonable period as may be necessary using best efforts to cure
     such breach) after ICANN gives Registry Operator written notice of the
     breach.

     5.4.5 Registry Operator's action or failure to act has been determined
     under Subsection 5.9 to be in violation of this Agreement and Registry
     Operator continues to act or fail to act in the manner that was determined
     to violate this Agreement for a period stated in the arbitration decision,
     or if no period is stated, fifteen business days.

     5.4.6 Registry Operator acts or continues acting in a manner that ICANN has
     reasonably determined endangers the operational stability of Registry
     Services, the DNS, or the Internet after receiving three days notice of
     that determination.

     5.4.7 Registry Operator fails to pay to ICANN the final amount of sanctions
     determined to be appropriate under the sanctions program described in
     Appendix Y within thirty days after the amount of sanctions is deemed
     final.

     5.4.8 Registry Operator becomes bankrupt or insolvent.

This Agreement may be terminated in the circumstances described in Subsections
5.4.1 through 5.4.7 above only upon thirty calendar days written notice to
Registry Operator (in the case of the circumstances described in Subsections
5.4.4, 5.4.5, and 5.4.6 occurring after Registry Operator's failure to cure),
with Registry Operator being given an opportunity during that time to initiate
arbitration under Subsection 5.9 to determine the appropriateness of termination
under this Agreement. In the event Registry Operator initiates arbitration
concerning the appropriateness of termination by ICANN, Registry Operator may at
the same time request that the arbitration panel stay the termination until the
arbitration decision is rendered, and that request shall have the

                                       18
<PAGE>

effect of staying the requirement until the decision or until the arbitration
panel has granted an ICANN request for lifting of the stay. If Registry Operator
acts in a manner that ICANN reasonably determines endangers the operational
stability of Registry Services, the DNS, or the Internet and upon notice does
not immediately cure, ICANN may suspend this Agreement for five calendar days
pending ICANN's application for more extended injunctive relief under Subsection
5.9. This Agreement may be terminated immediately upon notice to Registry
Operator in the circumstance described in Subsection 5.4.8.

5.5 [Deliberately left blank]

5.6 Additional Covenants of Registry Operator. Throughout the Term of this
    -----------------------------------------
Agreement, Registry Operator shall abide by the covenants contained in Appendix
W.

5.7 Indemnification of ICANN. Registry Operator shall indemnify, defend, and
    ------------------------
hold harmless ICANN (including 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: (a)
the selection of Registry Operator to operate the Registry TLD; (b) the entry of
this Agreement; (c) establishment or operation of the Registry TLD; (d) Registry
Services; (e) collection or handling of Personal Data by Registry Operator; (f)
any dispute concerning registration of a domain name within the domain of the
Registry TLD; and (g) duties and obligations of Registry Operator in operating
the Registry TLD; provided that, with respect to items (b) through (g) only,
Registry Operator shall not be obligated to indemnify, defend, or hold harmless
ICANN to the extent of ICANN's indemnification of Registry Operator under
Subsection 4.6 and provided further that, with respect to item (g) only,
Registry Operator shall not be obligated to indemnify, defend, or hold harmless
ICANN to the extent the claim, damage, liability, cost, or expense arose due to
a breach by ICANN of any obligation contained in this Agreement. For avoidance
of doubt, nothing in this Subsection 5.7 shall be deemed to require Registry
Operator to reimburse or otherwise indemnify ICANN for the costs associated with
the negotiation or execution of this Agreement, or with the monitoring of the
parties' respective obligations under this Agreement.

5.8 Indemnification Procedures. If any third-party claim is commenced that is
    --------------------------
indemnified under Subsections 4.6 or 5.7, notice thereof shall be given to the
indemnifying party as promptly as practicable. If, after such notice, the
indemnifying party acknowledges its obligation to indemnify with respect to such
claim, then the indemnifying party shall be entitled, if it so elects, in a
notice promptly delivered to the indemnified party, to immediately take control
of the defense and investigation of such claim and to employ and engage
attorneys reasonably acceptable to the indemnified party to handle and defend
the same, at the indemnifying party's sole cost and expense, provided that in
all events ICANN shall be entitled to control at its sole cost and expense the
litigation of issues concerning the validity or interpretation of ICANN policies
or conduct. The indemnified party shall cooperate, at the cost of the
indemnifying party, in all reasonable respects with the indemnifying party and
its

                                       19
<PAGE>

attorneys in the investigation, trial, and defense of such claim and any appeal
arising therefrom; provided, however, that the indemnified party may, at its own
cost and expense, participate, through its attorneys or otherwise, in such
investigation, trial and defense of such claim and any appeal arising therefrom.
No settlement of a claim that involves a remedy affecting the indemnifying party
other than the payment of money in an amount that is indemnified shall be
entered into without the consent of the indemnified party. If the indemnifying
party does not assume full control over the defense of a claim subject to such
defense in accordance with this Subsection, the indemnifying party may
participate in such defense, at its sole cost and expense, and the indemnified
party shall have the right to defend the claim in such manner as it may deem
appropriate, at the cost and expense of the indemnifying party.

5.9 Resolution of Disputes Under This Agreement. Disputes arising under or in
    -------------------------------------------
connection with this Agreement, including requests for specific performance,
shall be referred in the first instance to arbitration conducted as provided in
this Subsection 5.9 pursuant to the rules of the International Court of
Arbitration of the International Chamber of Commerce ("ICC"). The arbitration
shall be conducted in the English language and shall occur in Los Angeles
County, California, USA. There shall be three arbitrators: each party shall
choose one arbitrator and, if the two arbitrators are not able to agree on a
third arbitrator, the third shall be chosen by the ICC. The parties shall bear
the costs of the arbitration in equal shares, subject to the right of the
arbitrators to reallocate the costs in their award as provided in the ICC rules.
The parties shall bear their own attorneys' fees in connection with the
arbitration, and the arbitrators may not reallocate the attorneys' fees in
conjunction with their award. The arbitrators shall render their decision within
ninety days of the initiation of arbitration. Either party, if dissatisfied with
the result of the arbitration, may challenge that result by bringing suit
against the other party in a court located in Los Angeles, California, USA to
enforce its rights under this Agreement. In all litigation involving ICANN
concerning this Agreement (as provided in the remainder of this Subsection),
jurisdiction and exclusive venue for such litigation shall be in a court located
in Los Angeles, California, USA; however, the parties shall also have the right
to enforce a judgment of such a court in any court of competent jurisdiction.
For the purpose of aiding the arbitration and/or preserving the rights of the
parties during the pendency of an arbitration, the parties shall have the right
to seek a temporary stay or injunctive relief from the arbitration panel or a
court located in Los Angeles, California, USA, which shall not be a waiver of
this arbitration agreement.

5.10 Limitation of Liability. ICANN's aggregate monetary liability for
     -----------------------
violations of this Agreement shall not exceed the amount of Fixed or Variable
Registry-Level Fees paid by Registry Operator to ICANN within the preceding
twelve-month period under Subsection 3.14. Registry Operator's aggregate
monetary liability to ICANN for violations of this Agreement shall be limited to
fees and monetary sanctions due and owing to ICANN under this Agreement. In no
event shall either party be liable for special, indirect, incidental, punitive,
exemplary, or consequential damages arising out of or in connection with this
Agreement or the performance or nonperformance of obligations undertaken in this
Agreement. EXCEPT AS OTHERWISE PROVIDED IN

                                       20
<PAGE>

THIS AGREEMENT, REGISTRY OPERATOR DOES NOT MAKE ANY WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO THE SERVICES RENDERED BY ITSELF, ITS SERVANTS, OR ITS
AGENTS OR THE RESULTS OBTAINED FROM THEIR WORK, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A
PARTICULAR PURPOSE.

5.11 Assignment. Any assignment of this Agreement shall be effective only upon
     ----------
written agreement by the assignee with the other party to assume the assigning
party's obligations under this Agreement. Moreover, neither party may assign
this Agreement without the prior written approval of the other party.
Notwithstanding the foregoing, a party may assign this Agreement by giving
written notice to the other party in the following circumstances: (a) Registry
Operator may assign this Agreement as part of the transfer of its registry
business if such transfer and assignment are approved in advance by ICANN
pursuant to its procedures, and (b) ICANN may assign this Agreement, (i)in
conjunction with a reorganization or re-incorporation of ICANN, to another non-
profit corporation organized for the same or substantially the same purposes as
ICANN or (ii) as required by Section 5 of Amendment 1 (dated 10 November 1999)
to the 25 November 1998, Memorandum of Understanding between ICANN and the
United States Department of Commerce.

5.12 Subcontracting. Registry Operator shall not subcontract portions of the
     --------------
technical operations of the Registry TLD accounting for more than 80% of the
value of all Registry TLD operations without ICANN's written consent. When
ICANN's consent to subcontracting is requested, ICANN shall respond within
fifteen business days, and the consent shall not be unreasonably withheld. In
any subcontracting of the technical operations of the Registry TLD, the
subcontract shall state that the subcontractor shall not acquire any right in
the Registry TLD by virtue of its performance under the subcontract.

5.13 Force Majeure. Neither party shall be liable to the other for any loss or
     -------------
damage resulting from any cause beyond its reasonable control (a "Force Majeure
Event") including, but not limited to, insurrection or civil disorder, war or
military operations, national or local emergency, acts or omissions of
government or other competent authority, compliance with any statutory
obligation or executive order, industrial disputes of any kind (whether or not
involving either party's employees), fire, lightning, explosion, flood
subsidence, weather of exceptional severity, and acts or omissions of persons
for whom neither party is responsible. Upon occurrence of a Force Majeure Event
and to the extent such occurrence interferes with either party's performance of
this Agreement, such party shall be excused from performance of its obligations
(other than payment obligations) during the first six months of such
interference, provided that such party uses best efforts to avoid or remove such
causes of nonperformance as soon as possible.

                                       21
<PAGE>

5.14 No Third-Party Beneficiaries. This Agreement shall not be construed to
     ----------------------------
create any obligation by either ICANN or Registry Operator to any non-party to
this Agreement, including any registrar or SLD holder.

5.15 Notices, Designations, and Specifications. All notices (including
     -----------------------------------------
determinations, designations, and specifications) to be given under this
Agreement shall be given in writing at the address of the appropriate party as
set forth below, unless that party has given a notice of change of address in
writing. Any notice required by this Agreement shall be deemed to have been
properly given when delivered in person, when sent by electronic facsimile, or
when scheduled for delivery by an internationally recognized courier service.
Designations and specifications by ICANN under this Agreement shall be effective
when written notice of them is deemed given to Registry.

     If to ICANN, addressed to:

     Internet Corporation for Assigned Names and Numbers
     4676 Admiralty Way, Suite 330
     Marina Del Rey, California 90292
     Telephone: 1/310/823-9358
     Facsimile: 1/310/823-8649
     Attention: Chief Executive Officer

     If to Registry Operator, addressed to:

     General Counsel
     VeriSign, Inc.
     1350 Charleston Road
     Mountain View, California 94303
     Telephone: 1/650/961-7500
     Facsimile: 1/650/961-8853; and

     General Manager
     VeriSign Registry
     21345 Ridgetop Circle
     Dulles, Virginia 20166
     Telephone: 1/703/948/3200
     Facsimile: 1/703/421/2129; and

     Deputy General Counsel
     VeriSign, Inc.
     505 Huntmar Park Drive
     Herndon, Virginia 20170
     Telephone: 1/703/742/0400
     Facsimile: 1/703/742-7916

                                       22
<PAGE>

5.16 Dates and Times. All dates and times relevant to this Agreement or its
     ---------------
performance shall be computed based on the date and time observed in Los
Angeles, California, USA.

5.17 Language. All notices, designations, determinations, and specifications
     --------
made under this Agreement shall be in the English language.

5.18 Amendments and Waivers. No amendment, supplement, or modification of this
     ----------------------
Agreement or any provision hereof shall be binding unless executed in writing by
both parties. No waiver of any provision of this Agreement shall be binding
unless evidenced by a writing signed by the party waiving compliance with such
provision. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provision hereof, nor shall any such
waiver constitute a continuing waiver unless otherwise expressly provided.

5.19 Counterparts. This Agreement may be executed in one or more counterparts,
     ------------
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

5.20 Entire Agreement. This Agreement (including its appendices, which form a
     ----------------
part of it) constitutes the entire agreement of the parties hereto pertaining to
the operation of the Registry TLD and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written, between
the parties on that subject.  In the event of any conflict between the
provisions in the body of this Agreement (Section 1 to Subsection 5.20) and any
provision in its appendices, the provisions in the body shall prevail.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representatives.


INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS

By:__________________________
M. Stuart Lynn
President and CEO
Date:

VERISIGN, INC.

By:__________________________
Stratton Sclavos
President and CEO
Date:

                                       23

Source: OneCLE Business Contracts.