Competition Agreement

NONCOMPETITION AND CORPORATE OPPORTUNITIES

ALLOCATION AGREEMENT





THIS NONCOMPETITION AND CORPORATE OPPORTUNITIES ALLOCATION AGREEMENT (this "Agreement") is made as of the ___ day of ________ 1997 between SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation ("SAIC") and NETWORK SOLUTIONS, INC. , a Delaware corporation ("NSI").





A. SAIC. SAIC is an existing corporation duly organized and in good standing under the laws of the State of Delaware with its principal executive offices located in San Diego, California.



B. NSI. NSI is an existing corporation duly organized and in good standing under the laws of the State of Delaware with its principal executive offices located in Herndon, Virginia. NSI is currently engaged in the Commercial Domain Name Registration Busine ss (as defined herein) on a world-wide basis.



C. Corporate Approvals. Each of the parties to this Agreement has obtained all necessary corporate approvals for the execution and delivery of this Agreement.



D. SAIC/NSI Transactions. SAIC currently owns 100% of the outstanding common stock of NSI. NSI is currently considering an initial public offering of ________________ shares of its common stock, $.001 par value per share.



E. Related Agreements. Concurrently w ith the execution and delivery of this Agreement, SAIC and NSI have entered into (1) a Tax Sharing Agreement of even date herewith (the "Tax Sharing Agreement") and (2) a Corporate Services Agreement of even date herewith (the "Corporate Services Agreemen t"). The Tax Sharing Agreement and the Corporate Services Agreement are herein collectively referred to as the "Related Agreements."



F. Noncompetition. In anticipation that NSI will cease to be a wholly-owned subsidiary of SAIC, but that SA IC will remain a stockholder of NSI, and in anticipation that NSI and SAIC may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, SAIC and NSI are willing to enter into this Ag reement.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of their mutual promises and obligations herein contained, intending to be legally bound, the parties do hereby agree as follows:









ARTICLE 1 - DEFINITIONS



1.1 "Affiliate" means any entity as to which SAIC shall control more than 50% of the outstanding voting power for the election of directors (or similar officials) of any entity, other than NSI.



1.2 "Commercial Domain Name Registration Business" shall mean the Internet registration of domain names within the .com, .org, .net, .gov and

.edu top level domains. The Commercial Domain Name Registration Business shall specifically not include the Intranet Services Business, the Directo ry Services Business or any Internet enabling services, and it shall specifically not include the Internet registration of domain names within other top level domains, whether currently existing or not, such as the .mil top level domain.



1.3 "Directory Services Business" shall mean services for searching for, retrieving, sending, accessing and distributing information through the use of the Internet.



1.4 "Intranet Services Business" shall mean consulting and systems integration services, including IP re-engineering, network design, engineering and integration, network and systems management and network and system security.



1.5 "NSI" shall mean NSI and all corporations, partnerships, joint ventures, associations and o ther entities in which NSI beneficially owns (directly or indirectly) fifty percent or more of the outstanding voting stock, voting power or similar voting interests.



1.6 "Related Entities" means one or more corporations, partnerships, joint ventures, associations or other organizations in which one or more of the directors of NSI have a direct or indirect financial interest.



1.7 "SAIC" shall mean SAIC and all corporations, partnerships, joint ventures, associations and other ent ities (other than NSI) in which SAIC beneficially owns (directly or indirectly) fifty percent or more of the outstanding voting stock, voting power or similar voting interests.



ARTICLE 2 - COMPETITION AND CORPORATE OPPORTUNITIES



2. 1 Noncompetition by SAIC. In anticipation that NSI will cease to be a wholly-owned subsidiary of SAIC, but that SAIC will remain a stockholder of NSI, SAIC agrees that neither SAIC nor any ...