Defendant Network Solutions, Inc. ("Network Solutions"),
by its attorneys, for its answer to the Second Amended Complaint of
PGMedia, Inc. ("PGM") herein:



        	I . Denies the allegations of paragraph 1, except admits that
plaintiff purports to seek the relief described therein.

                2. Denies the allegations of paragraph 2, except (i)
admits that plaintiff purports to seek the relief described therein;
(ii) denies knowledge or information sufficient to form a belief as to
the truth of the allegations contained in the second sentence of
paragraph 2 to the effect that PGM does not claim any exclusivity with
respect to the purported domains under which it offers registration
services.

                3. Denies the allegations of paragraph 3, except (i)
denies knowledge or information sufficient to form a belief as to the
truth of the allegations contained in the first sentence of paragraph
3; and (ii) denies knowledge or information sufficient to form a
belief as to the truth of the allegations contained in the second
sentence of paragraph 3 regarding the timing of PGM's launch of its
service or the reasons for its launch.

                4. Denies the allegations of paragraph 4, except (i)
admits that Network Solutions is a corporation duly organized under
the laws of Delaware and (ii) admits its principal place of business
is at 505 Huntmar Park Drive, Herndon, Virginia.

                5. Denies knowledge or information sufficient to form
a belief as to the truth of the allegations contained in paragraph 5,
except admits on information and belief that defendant National
Science Foundation ("NSF") is an independent agency of the United
States with its principal offices in Arlington, Virginia and that
plaintiff purports to join NSF as a defendant in this action pursuant
to the statutory section and rules to which reference is made.

                6. Denies the allegations of paragraph 6.

                7. Denies the allegations of paragraph 7.

                                          -2-

                  8 Denies the allegations of paragraph 8, except (i)
admits that plaintiff purports to invoke this Court's subject matter
jurisdiction pursuant to 15 U.S C. section 15,26 and 28 U.S.C. section 1331,
1367 and (ii) denies knowledge or information sufficient to form a
belief as to the truth of the allegations contained in the second
sentence of paragraph 8.

                  9. Denies the allegations of paragraph 9, except (i)
admits that, as to Network Solutions, venue is proper in this District
and (ii) denies knowledge or information sufficient to form a belief
as to the truth of the allegations contained in the second sentence of
paragraph 9.

                 10. Denies the allegations of paragraph 10, except
admits on information and belief that (i) in the 1960s, the United
States Department of Defense created a network that was the
predecessor to what has currently come to be known as the Internet;
and (ii) the predecessor to the Internet was designed to be redundant.

                 11. Denies the allegations of paragraph 11, except
admits on information and belief that (i) the predecessor to the
Internet expanded during the 1970s and the 1980s; and (ii) to
facilitate the flow of information, standard protocols were
implemented over the various networks that were the constituents of
the Internet's predecessor.

                 12. Denies the allegations of paragraph 12, except
admits on information and belief that (i) the Transmission Control
Protocol ("TCP") was implemented in the 1980s; and (ii) each computer
("Host") on the Internet is assigned at least one numerical address
also known as an Internet Protocol ("IP") address.

                                       -3-

                 13. Denies the allegations of paragraph 13, except
avers that the operation of name servers in conjunction with the "dot"
file enable one or more alphanumeric names ("Domain Names") for a Host
to be translated into a corresponding IP address.

                 14. Denies the allegations of paragraph 14, except
admits that (i) a Domain Name System was developed for use in the
Internet; (ii) a Domain Name is divided into hierarchical fields
separated by periods; and (iii) the field appearing farthest right in
a Domain Name is known as the Top-Level Domain.

                 15. Denies the allegations of paragraph 15, except
denies knowledge or information sufficient to form a belief as to the
truth of the allegations contained in the third sentence of paragraph
15 to the effect that PGM does not claim any exclusivity with respect
to the purported domains under which it offers registration services.

                 16. Denies the allegations of paragraph 16, except
(i) admits that redundancy is a characteristic of the Internet's
current architecture; and (ii) avers that the operation of name
servers in conjunction with the "dot" file enable one or more Domain
Names for a Host to be translated into a corresponding IP address.

                 17. Denies the allegations of paragraph 17, except as
to the allegations of the third and fourth sentences contained in
paragraph 17 to the effect that the "configuration" file is an
essential facility which set forth a legal conclusion that Network
Solutions need neither admit nor deny.

                 18. Denies the allegations of paragraph 18, except
(i) admits that Network Solutions and the United States Government,
represented by the National Science

                                  -4-

Foundation ("NSF"), entered into Cooperative Agreement No. NCR-9218742
on or about January 1, 1993 (the "Cooperative Agreement"); (ii)
respectfully refers the Court to the Cooperative Agreement for a true
and complete statement of its content; (iii) admits that the
Cooperative Agreement was amended on or about September 13, 1995 and
avers that such amendment was the fourth amendment to the Cooperative
Agreement (the "Fourth Amendment"); and (iv) respectfully refers the
Court to the Fourth Amendment for a true and complete statement of its
content.

                  19. Denies the allegations of paragraph 19, except
respectfully refers the Court to the Fourth Amendment for a true and
complete statement of its content.

                  20. Denies the allegations of paragraph 20, except
denies knowledge or information to form a response to the allegations
contained in the first sentence of paragraph 20 regarding
"dissatisfaction within the Internet Commllnity."

                  21. Denies the allegations of paragraph 21, except
(i) admits that
with the growth and commercialization of the Internet there has been
an increasing demand for domain name registration services; (ii)
admits that it has reported that it is registering over 80,000 domain
names per month as of the end of 1996; (iii) respectfully refers the
Court to the Fourth Amendment for a true and complete statement of its
content regarding fees; and (iv) denies knowledge or information to
form a belief as to the truth of the allegations contained in the
third sentence of paragraph 21 regarding the manner in which
speculative registrants view domain names.

                                      -5-
                                      
                 22. Denies knowledge or information sufficient to
form a belief as to the truth of the allegations of paragraph 22.

                 23. Denies knowledge or information sufficient to
form a belief as to the truth of the allegations of paragraph 23.

                 24. Denies the allegations of paragraph 24, except
(i) denies knowledge or information sufficient to form a belief as to
the truth of the allegations of the first sentence of paragraph 24;
and (ii) denies knowledge or information sufficient to form a belief
as to the truth of the second sentence of paragraph 24 with respect to
the Domain Names under the purported PGM shared TLDs listed and
serviced by the PGM Name servers.

                 25. Denies knowledge or information sufficient to
form a belief as to the truth of the allegations of paragraph 25 .

                 26. Denies knowledge or information sufficient to
form a belief as to the truth of the allegations of paragraph 26.

                 27. Denies the allegations of paragraph 27, except
(i) denies knowledge or information sufficient to form a belief as to
the truth of the allegations in the first sentence of paragraph 27
regarding the value to registrants of Domain Names PGM registers; and
(ii) denies knowledge or information sufficient to form a belief as
to the truth of the allegations in the second sentence of paragraph 27
regarding the price PGM charges for the Domain Name Registration
Services it offers.

                                    -6-

                28. Denies the allegations of paragraph 28, except
admits that the demand for additional second-level domain names has
increased in the last two years.

                29. Denies the allegations of paragraph 29.

                30. Denies the allegations of paragraph 30, except
admits that PGM sent a letter dated March 11, 1997 to Network
Solutions (the "March 11 Letter") and respectfully refers the Court to
the March 11 Letter for a true and complete statement of its content.

                31. Denies the allegations of paragraph 31, except
admits that (i) Network Solutions' representatives spoke with PGM's
representatives by telephone on March 12, 1997; and (ii) Network
Solutions sent a letter dated March 12, 1997 to PGM's counsel (the
"March 12 Letter") and respectfully refers the Court to the March 12
Letter for a true and complete statement of its content.

                32. Denies the allegations of paragraph 32, except
admits that Network Solutions sent a letter dated June 10, 1997 (the
"June 10 Letter") to the NSF and respectfully refers the Court to the
June 10 Letter for a true and complete statement of its content.

                33. Denies the allegations of paragraph 33, except
admits that NSF sent a letter dated June 25, 1997 (the "June 25
Letter") to Network Solutions and respectfully refers the Court to the
June 25 Letter for a true and complete statement of its content.

                                     -7-

                 34. Denies the allegations of paragraph 34, except
admits that Network Solutions sent a letter to NSF dated July 10, 1997
(the "July 10 Letter") and respectfullv refers the Court to the July
10 Letter for a true and complete statement of its content.

                 35. Admits that NSF responded to Network Solutions by
letter dated August 11, 1997 (the "August 11 Letter") and
respectfully refers the Court to the August 11 Letter for a true and
complete statement of its content.

                 36. Admits that PGMedia sent a letter to NSF dated
September 4, 1997 (the "September 4 Letter") and that NSF sent a
letter to PGMedia dated September 12, 1997 (the "September 12 Letter")
and respectfully refers the Court to the September 4 Letter and the
September 12 Letter for a true and complete statement of their
content.

                 37. Denies knowledge or information sufficient to
form a belief as to the truth of the allegations contained in
paragraph 37, except respectfully refers the Court to the June 25
Letter, the August 11 Letter, and the September 12 Letter for a true
and complete statement of their content.

                 38. As its response to paragraph 38, incorporates by
reference its responses to paragraphs 1-37.

                 39. Denies the allegations of paragraph 39.

                 40. Denies the allegations of paragraph 40.

                 41. As its response to paragraph 41, incorporates by
reference its responses to paragraphs 1- 40.

                 42. Denies the allegations of paragraph 42.

                                     -8-

                 43. Denies the allegations of paragraph 43.

                 44. As its response to paragraph 44, incorporates by
reterence its responses to paragraphs 1-43.

                 45. Denies the allegations of paragraph 45.

                 46. Denies the allegations of paragraph 46.

                 47. As its response to paragraph 47, incorporates by
reference its responses to paragraphs 1-46.

                 48. Denies the allegations of paragraph 48.

                 49. Denies the allegations of paragraph 49.

                 50. As its response to paragraph 50, incorporates by
reference its responses to paragraphs 1- 49.

                 51. Denies the allegations of paragraph 51.

                 52. As its response to paragraph 52, incorporates by
reference its responses to paragraphs 1-51.

                 53. Denies the allegations of paragraph 53, except
respectfully refers the Court to the June 10, June 25, August 11 and
September 12 Letters for a true and complete statement of their
content.

                 54. Denies the allegations of paragraph 54.

                 55. Denies the allegations of paragraph 55, except
respectfully refers the Court to 5 U.S.C. section 702 and 28 U.S.C. section 2201
for a true and complete statement of their content.

                                        -9-

                    FIRST AFFIRMATIVE DEFENSE

This Court lacks personal junsdiction over Network Solutions.

                    SECOND AFFIRMATIVE DEFENSE

The Second Amended Complaint, in whole or in part, fails to state a
claim upon which relief may be granted.

                     THIRD AFFIRMATIVE DEFENSE

Plaintiff lacks standing to maintain some or all of its claims against
Network Solutions and/or to seek some or all of the requested relief.

                    FOURTH AFFIRMATIVE DEFENSE

Plaintiff has sustained no injury in fact from any act of Network
Solutions.

                    FIFTH AFFIRMATIVE DEFENSE

Plaintiff has sustained no injury that is cognizable under the
antitrust laws.

                    SIXTH AFFIRMATIVE DEFENSE

Some or all of the claims alleged against Network Solutions are barred
(i) under the Noerr-Pennington doctrine, and (ii) because Network
Solutions was and is acting in accordance with the directives of an
agency of the United States government that possessed and continues to
possess actual or apparent authority to give such directives to
Network Solutions.

                    SEVENTH AFFIRMATIVE DEFENSE

Some or all of the claims asserted in the Second Amended Complaint are
not ripe.

                                 -10-

                   EIGHTH AFFIRMATIVE DEFENSE

Some or all of the claims asserted in the Second Amended Complaint are
barred in whole or in part by the doctrines of laches.

WHEREFORE, defendant Network Solutions, Inc. demands judgement:

a. dismissing plaintiff's Second Amended Complaint, with prejudice;

b. awarding defendant its costs and disbursements in this action,
including reasonable attorneys' fees; and

c. granting such other and further relief as the Court may deem just
and proper.