Plaintiff PGMedia, Inc., d/b/a name.space(tm) ("PGM" or Plaintiff), by its attorney Michael J. Donovan, Esq., for its Second Amended Complaint against Defendant Network Solutions, Inc. ("NSI"), and Defendant National Science Foundation ("NSF"), which amendment and joinder of Defendant NSF is made pursuant to Rules 15(a), 19(a)(2) and 20(a) of the Federal Rules of Civil Procedure and this Court's Order, dated September 17, 1997, respectfully alleges:

Preliminary Statement

1. Plaintiff PGMedia, Inc. seeks herein to open access to the Internet's Domain Name Registration Market,1 which has been controlled exclusively by Defendant NSI since 1993. NSI's exclusive control and manipulation of that market to maintain its monopoly in the registration of universally resolvable Domain Names on the Internet is not based on any technical requirement or justification arising from the architecture of the Internet, nor shielded by any congressional grant of immunity. On the contrary, the NSI monopoly is a continuation and exploitation of the arcane and arbitrarily limited Domain Name format developed at a time when the Internet was exclusively operated and controlled by military, governmental and educational research facilities. Now that the Internet has long since become a thriving commercial marketplace, essentially free of governmental regulation and control, all of the firms doing business in that market, including NSI, must be subject to applicable Federal and state law which forbids NSI's illegal, monopolistic conduct.

2. In this Second Amended Complaint, PGM seeks extremely limited and narrowly tailored injunctive relief to compel NSI to add reference in the Root Zone File on the NSI Root Nameservers to PGM's Nameservers so that PGM may compete with NSI in the Domain Name Registration Market for Domain Name registrations under shared Top Level Domain Names ("TLDs"). Unlike NSI, PGM does not claim any exclusivity with respect to the Top Level Domain Names under which it offers registration services -- indeed, there is no technical barrier to prevent NSI from also offering registration services under the PGM Shared TLDs in competition with PGM. However, because NSI controls and operates the Root Zone File which is the central (and essential) technical bottle-neck facility for the Domain Name Registration Market, NSI's refusal to allow PGM access to the Root Zone File is a clear violation of Federal and state antitrust laws, and the relief PGM seeks herein should be granted. In addition, after the initial commencement of this action and NSI's initial refusal to allow PGM the access it seeks herein, Defendant NSF notified NSI that NSF would not allow any amendment to the Root Zone File, and similarly rejected PGM's request that NSF acquiesce in such amendment. Defendant NSF's attempt to inject itself into this dispute and prevent the relief PGM seeks is without authority and a violation of PGM and its clients' First Amendment rights.

The Parties

3. Plaintiff PGMedia, Inc., d/b/a name.space(tm), is a corporation duly organized under the laws of the State of New York, with its principal place of business at 11 East 4th Street New York, New York. In 1996, PGM launched its service name.space(tm) on the Internet in an effort to provide Global Internet Domain Name registration services in competition with Defendant NSI, which controls the central Root Zone File and NSI Root Nameservers on the Internet.

4. On information and belief, Defendant Network Solutions, Inc. ("NSI"), is a corporation duly organized under the laws of the State of Delaware, with its principal place of business at 505 Huntmar Park Drive, Herndon, Virginia. As noted above and described in more detail below, NSI exclusively controls the Root Zone File on the NSI Root Nameservers, and has refused PGM's request that reference to the PGM Nameservers (in the form annexed hereto as Exhibit C) be added to the Root Zone File on the NSI Root Nameservers so that PGM's Nameservers may also become "root" or universally resolvable on the Internet.

5. On information and belief, Defendant National Science Foundation ("NSF"), is an independent agency of the United States government, established by the National Science Foundation Act of 1950, as amended, and related legislation, 42 U.S.C. sections 1861 et seq., and is joined herein pursuant to 5 U.S.C. section 703 (1997), Fed. R. Civ. P. 15(a), 19(a)(2) and 20(a), and this Court's Order, dated September 17, 1997. The principal offices of Defendant NSF are located at 4201 Wilson Boulevard, Arlington, Virginia 22230.

Non-Party Co-Conspirators

6. On information and belief, prior to the filing of the Complaint commencing this action, NSI conspired with the Internet Assigned Numbers Authority ("IANA") and its director, Mr. Jon Postel ("Postel"), to erect barriers to entry to that market in order to preclude any competition with NSI, and to control the creation of other discrete sub- market monopolies under an extremely limited set of new, exclusively- owned, Top Level Domains. On information and belief, such conspiracy ended prior to the filing of this Second Amended Complaint. Relevant Market

7. The Relevant Market for purposes of this Complaint is the market for initial registration, publication and subsequent servicing of commercial, non-governmental alphanumeric Domain Names corresponding to IP Numbers in accordance with the Domain Name System ("DNS") for use in enabling and facilitating communication between disparate Hosts on the Internet (the "Domain Name Registration Market"). The Domain Name Registration Market is international in scope extending to every Host on the Internet. At present, Defendant NSI holds a monopoly position in the Domain Name Registration Market and exercises monopoly power with respect thereto.

Jurisdiction and Venue

8. Jurisdiction is proper, as against Defendant NSI herein, in this District pursuant to, inter alia, 15 U.S.C. sections 15, 26, and 28 U.S.C. sections 1331, 1367. Jurisdiction is proper, as against Defendant NSF in this District pursuant to, inter alia, 5 U.S.C. sections 702, 703, and 28 U.S.C. section 1331.

9. Venue is proper in this District pursuant to 28 U.S.C. section 1391(b), because, among other things, the antitrust injury complained of herein was caused and is continuing to be caused to PGM's business within this District. In addition, venue is proper in this District against Defendant NSF pursuant to, inter alia, 28 U.S.C. section 1402(a)(1). FACTUAL BACKGROUND A Brief History of the Internet and its architecture - Pre-1992.

10. The Internet began as a network created in the 1960s by the Advanced Research Projects Agency ("ARPA"), of the United States Department of Defense ("DoD", the network established by ARPA is referred to herein as "ARPANET"). The original purpose of ARPANET was to create a communication network via computers which could, among other things, potentially survive a nuclear war. ARPANET was designed to be redundant, so that the destruction of any one computer or "node" on ARPANET would not prevent the other nodes from continuing operations.

11. Throughout the 1970s and into the 1980s, numerous additional networks were established at geographically diverse governmental, educational and research facilities. It soon became apparent that enabling communication between these various networks would facilitate collaboration among members of the many research and education communities and provide remote access to information and computing resources. Because these various networks were not all based on the same technology and protocols, a communication standard was developed and implemented to allow the free flow of information and communication across the numerous and geographically dispersed networks.

12. In 1982, the Transmission Control Protocol ("TCP") was implemented by ARPANET and DoD's network, CSNET. This allowed a connection of and intercommunication between CSNET and ARPANET. As other networks implemented the TCP standard, the number of networks interconnected through the Internet grew rapidly. In order to allow the computers ("hosts") on each network to locate Hosts on other networks, each Host was assigned a numerical address (e.g., 205.160.45.115). Such numerical Host addresses are referred to herein as "IP Addresses".

13. For ease of reference and accessibility, each Host's IP Address was then assigned a unique alphanumeric name ("Domain Name"). Because of the requirement that each Domain Name be unique, a central group of redundant Root Nameservers was established to house the translation database which allows any individual Host to locate other Hosts by way of the alphanumeric Domain Names. The Domain Name entered by the requesting Host is translated into the appropriate IP Address, and the requesting Host may then communicate directly with the Host at the IP Address corresponding to the Domain Name originally entered.

14. At the same time, and well before the Internet became a commercially driven industry, a Domain Name System ("DNS") was developed in an attempt to imbue each alphanumeric Domain Name with information regarding the Host addressee. The Domain Name was divided into hierarchical fields, separated by periods (e.g., namespace.pgpmedia.com). The field appearing farthest right in the Domain Name (the "Top Level Domain" or "TLD") was arbitrarily limited to six possible codes (i.e., .COM, .EDU, .GOV, .MIL, .ORG, and .NET2), each denoting the type of entity or organization located at the corresponding IP Address. It is important to stress that this arcane format and the original TLDs were created at a time when the Internet was not commercial in nature. In fact, commercialization of the Internet was not even contemplated. In addition, there exists no technical requirement or justification for the arbitrary limitation of TLDs in this way.

15. Indeed, as discussed in greater detail below, in recognition that additional TLDs are technically feasible and in an effort to protect the monopoly enjoyed by Defendant NSI, NSI joined with the Non- Party Co-Conspirators IANA and Postel in the Domain Name Registry Market in an effort to protect and retain NSI's monopoly as to registration of Domain Names under the TLDs it services commercially and exclusively (i.e., .com, .net, .org, .gov and .edu; collectively, the "NSI TLDs"), while allowing the creation of additional monopolies with respect to a similarly restricted, exclusively owned and arbitrarily assigned group of new TLDs. Under the structure that NSI and the Non-Party Co-Conspirators were attempting to impose on the Internet prior to the filing of the Complaint, dated March 21, 1997, commencing this Action, each newly created Domain Name Registry was to have exclusive control of the TLD assigned to it and would not have been allowed to register names under any other TLD. There is no technical basis for such exclusivity, and PGM claims no such exclusivity with respect to the PGM Shared TLDs under which it registers domain names.

16. Because of the ever-present need for redundancy in the Internet's architecture, a total of nine Root Nameservers (NSI now controls thirteen Root Name Servers; collectively the "NSI Root Nameservers") were established on the Internet "backbone." On information and belief, from and after 1993, NSI has exclusively controlled the registry of Domain Names contained on the NSI Root Nameservers, and has exclusive control over the Root Zone File on each such server. Each of the NSI Root Nameservers also holds the complete database of Second Level Domain Names registered under the NSI TLDs. NSI also controls the central Root Zone File on each of the NSI Root Nameservers in the UNIX language, commonly identified as "named.root," "root.zone," or "db.root," which serves as the directory of the NSI Root Nameservers, as well as the central directory of other country-specific TLDs, such as '.au' for Australia's root Nameservers. (A true and correct copy of the Root Zone File on the NSI Root Nameservers is annexed hereto as Exhibit B). Every request by way of alphanumeric Domain Name to locate a particular Host on the Internet must necessarily, by default, refer to the Root Zone File on the NSI Root Nameservers in order to be directed to the appropriate Nameserver containing the Second Level Domain Names registered under the particular TLD indicated in the Host's request. Accordingly, unless and until a Nameserver, whether it be a TLD's Root Nameserver or any second level name's Nameserver, is referred to in the Root Zone File, that Nameserver will not be globally recognized on the entire Internet and the names serviced thereby will not be universally resolvable.

17. If a requesting Host seeks the IP Address corresponding to a Domain Name under the ".com" TLD, the Host's request will first refer to the Root Zone File in NSI's exclusive control in order to be directed to the appropriate NSI Root Nameservers containing the Second Level Domain Names registered under the .com TLD. Similarly, if the Domain Name entered ends in a country-specific TLD, the Root Zone File refers the request to the root Nameserver(s) servicing the Domain Names registered under that specific country's TLD. Therefore, because of the redundant and centralized nature of the NSI Root Nameservers in the Internet's architecture, as well as the essential "directory of directories" role of the Root Zone File in the Internet's architecture, the Root Zone File is an Essential Facility which simply cannot be duplicated by PGM in its efforts to offer Domain Name Registration Services with universally resolvable Domain Names in competition with NSI in the Domain Name Registration Market. By its control of this Essential Facility, NSI has the power to eliminate competition in the Domain Name Registration Market which is "downstream" from the Root Zone File.

Network Solutions, Inc. takes control of the Root Nameservers and Root Zone File and exacts monopoly prices.

18. On information and belief, on or about January 1, 1993, pursuant to Cooperative Agreement No. NCR-9218742 (the "NSI/NSF Agreement") between Defendant NSF, on the one hand, and Defendant NSI, on the other, NSI was given exclusive control of the NSI Root Nameservers, the then-existing database of authoritative second level domain names under the TLDs .com, .org, .net, and .gov, and the Root Zone File therein. On information and belief, the Root Zone File at all relevant times herein was and continues to be under the exclusive control of NSI and is maintained exclusively by NSI. In the NSI/NSF Agreement, Defendant NSF did not reserve to itself or any other government agency any control or other authority with respect to changes in the "permitted" alphanumeric composition of the top level domain namespace. Even if it had, however, its exercise of such control must be limited by the First Amendment to the U.S. Constitution. As originally executed, the NSI/NSF Agreement was made on a Cost-Plus-Fixed-Fee basis. However, on or about September 13, 1995, the NSI/NSF Agreement was amended (the "Fee Amendment") to specifically allow NSI to own and operate the NSI Registry (as well as the NSI Root Nameservers and Root Zone File) for profit and as an unregulated private commercial enterprise.

19. As amended, the NSI/NSF Agreement sets the prices to be charged by NSI for Domain Name Registration Services at $100 per initial Domain Name registration and two years of use, and $50 per year renewal thereafter (the "NSI Fee"). The Fee Amendment to the NSI/NSF Agreement fundamentally altered the relationship between NSF and NSI. The agreement is no longer on a cost-plus-fixed-fee basis, but rather, even the government now pays a reduced fee to NSI for the Domain Names it runs and registers under the ".gov" TLD. Furthermore, a portion of the fees collected by NSI purportedly are collected for governmental use, rendering the fee arrangement an illegal and unconstitutional tax.

20. The total disengagement by NSF, the extreme NSI Fee, NSI's monopoly control of the Root Zone File and NSI Root Nameservers, and the artificially limited supply of NSI TLDs has led to considerable dissatisfaction within the Internet Community over the lack of choice and competition in the Domain Name Registration Market. Not only does NSF no longer maintain any authority to prevent the changes to the Root Zone File which PGM herein seeks, but the NSI/NSF Agreement is, in essence, an agreement fixing prices and in restraint of trade. Furthermore, NSF's actions to prevent PGM's access to the Root Zone File have denied PGM and its clients' First Amendment rights to freedom of speech.

Dissatisfaction in the Internet Community over NSI's monopoly and arbitrary limitation of Domain Name content.

21. With the explosive growth and commercialization of the Internet generally and the Domain Name Registration Market in particular has come ever-increasing demand for Domain Name Registration Services. For example, as of the end of 1996, NSI reported that it is registering over 80,000 Domain Names per month under its arbitrarily limited NSI TLDs, and charging each of those registrants $100 per domain name for the first two years, and $50 per annual renewal thereafter. Because NSI holds the monopoly position of being the only firm which offers universally resolvable commercial Domain Names (due to its exclusive control of the Root Zone File and the NSI Root Nameservers), the NSI-Registered Domain Names have been viewed as property by some speculative registrants independent of Trademark and Copyright laws and a 'land-grab' for Domain Names has ensued. There exists no technical requirement or justification for the arbitrary limitation of the NSI TLDs, or for the exclusive position held by NSI with respect to registrations under the NSI TLDs and in the Domain Name Registration Market generally. Thus, not only does NSI possess monopoly power in its control of the Root Zone File on the NSI Root Nameservers, but, in arbitrarily and unnecessarily limiting the potential supply of Domain Names by its limited NSI TLDs, NSI has forced over 900,000 Domain Name registrants to pay monopoly prices for the artificially limited Domain Names offered by NSI. Indeed, PGM itself has been forced to pay monopoly prices for the Domain Names it has registered through NSI.

PGM develops and launches name.space(tm) in competition with NSI.

22. In January 1996, Paul Garrin, President and Chief Executive Officer of PGMedia, Inc., announced his intention to establish a network of Nameservers (the "PGM Nameservers") in five countries on two continents to provide a competing Domain Name Registry (the "PGM Registry") to that offered by NSI. PGM, doing business as name.space(tm), offers Domain Name Registration Services under virtually any TLD which the registrant may desire. At the same time, PGM does not claim any exclusivity to any TLD under which it registers Domain Names. On the contrary, there is no technical justification to prevent other Domain Name Registries (including NSI) from registering Domain Names under the same TLDs PGM services.

23. By removing the arbitrary limitation and registration exclusivity of TLDs perpetuated by NSI, PGM's Shared TLDs will greatly increase consumer choice in the Domain Name Registration Market. This expansion of consumer choice will allow the market to develop product and service oriented TLDs which may greatly increase consumer accessibility of specific Internet sites, and will enable new and expanded modes of political speech. For example, under the PGM Shared TLD ".cameras", each manufacturer and/or retailer of cameras could merely register its site using its Trade or Servicemark followed by the product it sells. Thus, PGM's Registry offers Domain Name registrants the potential to create and use Domain Names which may convey complete thoughts, or may, among other things, serve an advertising function to the registrant. (For example, the name.space(tm) Host Domain Name in the NSI Registry is "namespace.pgmedia.net", while the Domain Name which is served and resolved by the PGM Nameservers is "name.space"; in this example, ".space" is the PGM Shared TLD). In addition, by no longer forcing Domain Names to bear the arbitrarily created and limited NSI TLDs, PGM's name.space(tm) service will facilitate the propagation of Domain Names without the jargon of the Internet of old which can be intimidating and cumbersome to new end-users of the Internet. This opening of the Top Level Domain name space to free and unfettered expression also will allow far greater opportunities for meaningful expression of thoughts and ideas in Domain Names. Furthermore, by removing the exclusivity associated with registrations under the NSI TLDs, existing trademark and copyright laws may apply fully to Domain Names just as with other forms of published mass media.

24. The PGM Nameservers are in compliance with all extant industry standards and protocols. Unfortunately, the Domain Names under the PGM Shared TLDs listed and serviced by the PGM Nameservers cannot technically become 'root' and universally resolvable by disparate Hosts on the Internet unless and until reference (in the form annexed hereto as Exhibit C) to the PGM Nameservers corresponding to the PGM Shared TLDs is added to the Root Zone File on the NSI Root Nameservers. This is due to the fact that all Internet Service Providers ("ISPs") and other Hosts first look to the Root Zone File in the NSI Root Nameservers to be directed to the appropriate Root Nameservers which service the TLD on the Domain Name entered by the requesting user. The fact that such amendment is technically feasible is confirmed by the fact that NSI routinely adds reference in the Root Zone File to the TLDs and registries of other countries. As discussed below, even the Non-Party Co-Conspirators have admitted to such feasibility.

25. At present, the PGM Shared TLDs are only resolvable when the requesting end-user has taken the additional, and often intimidating, step of reconfiguring and redirecting its Internet Connection to by-pass its ISP and look first to the PGM Nameservers. It is simply not feasible for PGM to create its own universally resolvable Domain Name Registry within the present Internet architecture due to the central bottle-neck position held by the Root Zone File on the NSI Root Nameservers.

26. Because PGM is unable to offer universally resolvable Domain Names under its Shared TLDs (a listing of the PGM Shared TLDs offered by name.space(tm) and serviced by the PGM Nameservers is annexed hereto as a Root Zone File Addendum annexed hereto as Exhibit C), PGM is unable to operate for profit in the Domain Name Registration Market absent the relief herein sought. Nevertheless, as evidence of the incredible demand for Domain Names under PGM's Shared TLDs, PGM is currently accepting registrations under the PGM Shared TLDs it now services, as well as accepting reservations of additional TLDs to add to its list of Shared TLDs. However, because of the lack of universal resolvability of the PGM Shared TLDs, PGM is unable to charge anything more than a nominal amount for these reservations unless and until the relief requested herein is granted. The universal resolvability that PGM herein seeks is essential for PGM's name.space(tm) service to become a viable competitor in the Domain Name Registration Market.

27. Thus, until the relief requested herein is granted and the PGM Shared TLDs and the Domain Names PGM registers under those TLDs become universally resolvable, the value of those Domain Names to the registrants is necessarily limited if not eliminated by NSI's refusal to amend the Root Zone File under its control. Each day that NSI continues to refuse to amend the Root Zone File as sought herein, PGM is unable to charge an open and competitive market-based price for the Domain Name Registration Services it offers, and, accordingly, PGM has sustained and continues to sustain substantial damages to its business in the form of lost profits in an amount to be determined at trial as a direct and proximate result of NSI's refusal to amend the Root Zone File and its other illegal conduct described herein.

NSI, IANA and Postel conspire to protect NSI's monopoly while limiting and controlling the creation of additional TLD monopolies.

28. As noted above, demand for Domain Names (and increased choice in TLDs) has exploded in the last two years as a result of the rapid and thorough commercialization of the Internet. In their initial response to this increase in demand, Defendant NSI and the Non-Party Co- Conspirators IANA and Postel attempted to artificially control the creation and pricing of a limited number of new and exclusive TLDs.

29. On information and belief, Defendant NSI has acted in concert with non-party coconspirators IANA and Postel to prevent free market forces from operating in the Domain Name Registration Market. On information and belief, such conspiracy ended prior to the filing of this Second Amended Complaint. Neither IANA nor Postel was acting under any proper grant of authority with respect to the Domain Name Registration Market. For example, as detailed below, NSI refused to grant PGM access to the Root Zone File, citing NSI's "agreement with IANA." On information and belief, such agreement was merely a part of the conspiracy which operated to preclude competition in the Domain Name Registration Market, was in violation of Federal and state antitrust laws, and PGM has been and continues to be injured by that conspiracy.

PGM requests access to the Essential Facilities controlled by NSI.

30. By letter dated March 11, 1997, PGM formally requested that NSI amend the Root Zone File in the NSI Registry to include reference to the PGM Shared TLDs and the PGM Nameservers. If PGM's narrowly tailored request were granted, the Domain Name Registration Market would open up to free market competition, greatly enhancing consumer choice in the Domain Name Registration Market through the creation and expansion of shared TLDs.

Access Denied.

31. On March 12, 1997, NSI informed PGM by telephone that NSI refused PGM's requested amendment to the Root Zone File. By letter to PGM dated March 17, 1997, NSI formally rejected PGM's request, stating NSI had an 'agreement' with IANA to defer all such requests to that entity. Because, among other things, IANA and Postel have no authority to determine whether and to what extent there should be competition in the Domain Name Registration Market, NSI's initial response to PGM's request amounted to a refusal of that request. As such, NSI's initial response to PGM's request was in violation of both Federal and state antitrust laws, and PGM has been injured and continues to be injured thereby. Accordingly, the limited and narrowly tailored injunctive relief requested by PGM herein should be granted. In addition, PGM requests an award of damages (trebled) to its business as a direct and proximate result of NSI's illegal conduct, as well as an award of costs and attorney fees incurred in seeking this relief. Defendant NSF injects itself into the Proceedings, claiming control of the Root Zone File.

32. On or about June 10, 1997, Defendant NSI requested that Defendant NSF acquiesce in NSI's proposal for opening the Domain Name Registration Market to allow competition. While certain terms of that proposal are unreasonable, the June 10, 1997 NSI proposal, if implemented, would allow for unlimited TLDs and would fully open the Top Level Domain name space such that PGM and others could fairly compete with NSI in the Domain Name Registration Market.

33. By letter dated June 25, 1997, Defendant NSF informed Defendant NSI that is: unable to concur with your proposed plan and process at the present time and must reject [NSI's] request. The National Science Foundation also specifically requests that NSI take NO action to create additional TLDs to the Internet root zone file until NSF, in consultation with other U.S. government agencies, has completed its deliberations in this area and is able to provide further guidance.

34. By letter dated July 10, 1997, Defendant NSI requested that NSF clarify the apparently non-mandatory terms of its June 25, 1997 letter.

35. By letter dated August 11, 1997, Defendant NSF responded to NSI's request for clarification, stating that the June 25 letter was "intended to be a directive under the [NSI/NSF Agreement]." The June 25 and August 11, 1997, letters from Defendant NSF to Defendant NSI are referred to collectively herein as the "NSF Letters."

36. By letter dated September 4, 1997, PGM requested that NSF retract its directive in the NSF Letters and acquiesce in the NSI Proposal. By letter dated September 12, 1997, Defendant NSF explicitly rejected PGM's request.

37. Thus, through the NSF Letters and NSF's response to PGM's request, Defendant NSF has asserted that it controls and is authorized to limit and restrict the alphanumeric composition of the Top Level Domain name space (implying that it, not NSI, owns and controls the NSI database and registry), and has acted to prevent PGM from obtaining the reasonable relief to which it is entitled. There is simply no justification for such claim of authority and control by NSF. Furthermore, PGM specifically contests NSF's contention in the NSF Letters that NSF is empowered and authorized to decide what changes, if any, are to be made to the Top Level Domain name space. The NSF Letters and NSF's response to PGM's request explicitly purport to preclude PGM's access to the Root Zone File and the Domain Name Registration Market. Even if NSF is correct that it has retained such exclusive control of and authority with respect to the Root Zone File, the NSF's actions and statements to preclude PGM's entry into the market for publishing Internet Domain Names have had and continue to have the effect of denying PGM's and its clients' rights to freedom of speech, in violation of the First Amendment of the U.S. Constitution.

COUNT I Violation of Section 1 of the Sherman Act Against Defendant NSI

38. Plaintiff PGM repeats and realleges paragraphs 1 through

37 above as if fully set forth below.

39. As set forth in greater detail above, NSI, prior to the filing of this Second Amended Complaint, conspired with IANA and Postel to preclude competition in the Domain Name Registration Market. On information and belief, such conspiracy ended prior to the filing of this Second Amended Complaint. Such conspiracy directly and proximately injured PGM's business. The sole intent and effect of this conspiracy was to erect barriers to entry, enforced by NSI, to protect and perpetuate NSI's monopoly power and position in the Domain Name Registration Market. Thus, this conspiracy was an unlawful combination in restraint of trade in violation of Section 1 of the Sherman Act, 15 U.S.C. section 1, and had an effect on Interstate Commerce.

40. Accordingly, PGM requests that it be awarded damages (to be trebled), including lost profits, which it sustained as a direct and proximate result of NSI's illegal conspiracy in restraint of trade with the Non-Party Co-Conspirators in an amount to be determined at trial, but not less than $1,000,000. In addition, pursuant to 15 U.S.C. section 15, NSI should be ordered to pay PGM's reasonable attorney's fees and costs in seeking the relief herein sought. COUNT II

Violation of Section 2 of the Sherman Act Against Defendant NSI

41. Plaintiff PGM repeats and realleges paragraphs 1 through

40 above as if fully set forth below.

42. As alleged above, NSI holds monopoly power in the Domain Name Registration Market, and exclusively controls the Root Zone File which is an Essential Facility to that market, to the exclusion of any possible competition. NSI's denial of PGM's request that NSI add reference to the PGM Shared TLDs and PGM Nameservers in the Root Zone File, which is an Essential Facility under NSI's exclusive control, is without justification, and in restraint of trade. Such refusal violates Section 2 of the Sherman Act, 15 U.S.C. section 2, has had and continues to have an effect on Interstate Commerce, and PGM has been injured and continues to be injured thereby.

43. Accordingly, PGM requests that NSI be ordered, pursuant to 15 U.S.C. section 26, to amend the Root Zone File on the NSI Root Nameservers to add reference, in the form annexed hereto as Exhibit C, to the PGM Shared TLDs and the PGM Nameservers, and that PGM be awarded damages (to be trebled), including lost profits, which it sustained and continues to sustain as a direct and proximate result of NSI's illegal conduct described above in an amount to be determined at trial, but not less than $1,000,000. In addition, pursuant to 15 U.S.C. section 15, NSI should be ordered to pay PGM's reasonable attorney's fees and costs in seeking the relief herein sought.

COUNT III Violation of The Donnelly Act Against Defendant NSI

44. Plaintiff PGM repeats and realleges paragraphs 1 through

43 above as if fully set forth below.

45. As alleged above, the effect and result of NSI's conduct complained of herein, including the conspiracy with the Non-Party Co- Conspirators, has been to erect illegal barriers to entry in order to eliminate and preclude any competition in the Domain Name Registration Market, to artificially limit supply of TLDs to consumers within the State of New York, and elsewhere, to artificially limit consumer choice, and to effectively preclude innovation in the Domain Name Registration Market. Such conduct is in violation of The Donnelly Act, New York Gen. Bus. Law sections 340 et seq. As a direct and proximate result of NSI's illegal conduct complained of herein, PGM has sustained and continues to sustain damages, including lost profits, in an amount to be determined at trial, but not less than $1,000,000 and trebled according to law.

46. Accordingly, PGM requests that NSI be ordered, pursuant to 15 U.S.C. section 26 and principles of New York common law, to amend the Root Zone File on the NSI Root Nameservers to add reference, in the form annexed hereto as Exhibit C, to the PGM Shared TLDs and the PGM Nameservers, and that PGM be awarded damages (to be trebled), including lost profits, which it sustained and continues to sustain as a direct and proximate result of NSI's illegal conduct described above in an amount to be determined at trial, but not less than $1,000,000. In addition, pursuant to N.Y. Gen. Bus. Law section 340(5), NSI should be ordered to pay PGM's reasonable attorney's fees and costs in seeking the relief herein sought.

COUNT IV Violation of Section 2 of the Sherman Act Against Defendant NSI

47. Plaintiff PGM repeats and realleges paragraphs 1 through

46 above as if fully set forth below.

48. As set forth in detail above, the conspiracy by and between NSI and the Non-Party Co-Conspirators was with the specific intent to protect the NSI monopoly with respect to the NSI TLDs, and to limit the creation of additional TLDs to be serviced by new submarket monopolies. On information and belief, such conspiracy ended prior to the filing of this Second Amended Complaint. This illegal attempted monopolization was in violation of Section 2 of the Sherman Act, 15 U.S.C. section 2, had an effect on Interstate Commerce, and PGM has been injured thereby.

49. Accordingly, PGM requests that it be awarded damages (to be trebled), including lost profits, which it sustained and continues to sustain as a direct and proximate result of the attempted monopolization by NSI and the Non-Party Co-Conspirators in an amount to be determined at trial, but not less than $1,000,000, and trebled according to law. In addition, pursuant to 15 U.S.C. section 15, NSI should be ordered to pay PGM's reasonable attorney's fees and costs in seeking the relief herein sought.

COUNT V Preliminary Injunction Against Defendant NSI

50. Plaintiff PGM repeats and realleges paragraphs 1 through

49 above as if fully set forth below.

51. As set forth in Counts One through Four above, NSI's refusal to allow PGM access to the Root Zone File on the NSI Root Nameservers is in violation of Sections 1 and 2 of the Sherman Act, and The Donnelly Act, New York Gen. Bus. Law sections 340, et seq. PGM has sustained and continues to sustain irreparable harm as a result of NSI's illegal conduct. Because of the difficulty in measuring with precision the damages, including lost profits, which PGM has sustained and continues to sustain as a result of NSI's illegal conduct, PGM has no adequate remedy at law. In addition, the injunctive relief requested herein is also in the public interest in that such relief will greatly increase consumer choice and competitive pricing in the Domain Name Registration Market. Accordingly, PGM respectfully requests that NSI be ordered, pursuant to 15 U.S.C. section 26 and principles of New York Common Law, by preliminary injunction to amend the Root Zone File as requested by PGM herein.

Count VI Declaratory Judgment Against Defendants NSI and NSF

52. Plaintiff PGM repeats and realleges paragraphs 1 through

51 above as if fully set forth below.

53. As alleged above, on or about June 10, 1997, Defendant NSI requested that NSF acquiesce in its proposal, which, among other things, would allow the amendment of the Root Zone File which PGM seeks herein. Notwithstanding certain unreasonable terms of that proposal, the June 10, 1997 NSI Proposal would allow open, free and unlimited use of the Top Level Domain name space, and would allow unrestricted competition in the Domain Name Registration Market. In response, as alleged more fully above, Defendant NSF purported to direct Defendant NSI, by letters dated June 25, and August 11, 1997 (the "NSF Letters"), that Defendant NSI "specifically take NO action to create additional TLDs or to add any other new TLDs to the Internet root zone file . . .." Subsequently, by letter dated September 12, 1997, NSF rejected PGM's request that NSF retract the NSF Letters and acquiesce in NSI's Proposal. Thus, by way of the NSF Letters and NSF's response to PGM's request, Defendant NSF has attempted to prevent Plaintiff PGM from obtaining the relief it seeks herein. Furthermore, because Defendant NSI has refused to grant that relief absent NSF approval (the need for which approval PGM expressly contests) based on the substance of the NSF Letters, Defendant NSI has also, once again, improperly refused PGM's reasonable request for access to the essential facility under NSI's control, namely the Root Zone File, thereby precluding PGM from entering the market for provision of Domain Name Registration Services.

54. Furthermore, even if Defendant NSF were found to have retained authority and exclusive control over the Root Zone File as it contends in the NSF Letters and its response to PGM's request, the substance of the NSF Letters has had and continues to have the effect of denying Plaintiff PGM and its clients' First Amendment rights to freedom of speech. By acting to prevent free and unfettered utilization of the Top Level Domain Name Space, NSF has attempted to prevent free speech in that space, in violation of PGM and its clients' First Amendment rights. Plaintiff PGM has been and continues to be irreparably harmed by NSI's refusal to grant PGM reasonable access to the essential facility under NSI's control. In addition, PGM has been and continues to be irreparably harmed by the statements of Defendant NSF because they have further prevented PGM's access to the Domain Name Registration market.

55. The Administrative Procedures Act, 5 U.S.C. sections 702, provides in relevant part: "A person suffering legal wrong because of agency action, or adversely affected or aggrieved by agency action . . ., is entitled to judicial review thereof." (Id.) Furthermore, 28 U.S.C. section 2201 provides in relevant part: (a) In a case of actual controversy within its jurisdiction, . . . upon the filing of an appropriate pleading, may declare the rights and other legal relations of any interested party seeking such declaration, whether or not further relief is or could be sought. Any such declaration shall have the force and effect of a final judgment or decree and shall be reviewable as such.

28 U.S.C. section 2201 (1997). The NSF Letters and NSF's response to PGM's request constitute agency action. The NSF Letters and NSF's response to PGM's request have raised the issue as to whether Defendant NSF retained exclusive control over the Root Zone File. Even if NSF were correct, NSF's actions unconstitutionally limit and preclude free speech in Internet Domain Names by preventing unlimited utilization of the top level domain name space. In either event, the NSF Letters and NSF's response to PGM's request have clearly created an actual controversy between Plaintiff PGM, Defendant NSI and Defendant NSF, which entitles PGM to the declaratory relief it seeks herein. WHEREFORE, Plaintiff PGMedia, Inc., d/b/a name.space(tm), respectfully requests judgment:

1.Ordering Defendant NSI to amend the Root Zone File on the NSI Root Nameservers to add reference, in the form annexed hereto as Exhibit C, to the PGM Shared TLDs and the PGM Nameservers;

2.Awarding PGM damages against Defendant NSI, including lost profits, which PGM has sustained and continues to sustain as a direct and proximate result of NSI's illegal conduct described above in an amount to be determined at trial but not less than $1,000,000 and trebled according to law;

3.Awarding PGM its reasonable attorneys fees and costs against NSI in seeking the relief herein sought;

4.Declaring that Defendant NSF does not possess any authority sufficient to prevent or otherwise preclude the relief sought herein by Plaintiff PGMedia, Inc., or, in the alternative, even if NSF possesses any such authority, such authority as exercised in the NSF Letters and in NSF's response to PGM's request has violated PGM and its clients' rights under the First Amendment to the U.S. Constitution, and further declaring that Defendant NSI is in sole and exclusive control of the Root Zone File; and,

5.Granting such other and further relief as is just and proper.