Network Solutions Inc/DE – ‘DEFM14A’ on 5/8/00

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Definitive Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Merger Proxy Statement                    207   1.03M 

Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to section 14(a) of the Securities Exchange Act of 
1934

Filed by the Registrant [_]                                                     
Filed by a Party other than the Registrant [X]                                  

Check the appropriate box:                                                      
[_] Preliminary Proxy Statemen__[_] Confidential,tfor Use of the Commission Only
[X] Definitive Proxy Statement                (as permitted by Rule 14a-        
[_] Definitive Additional Materials           6(e)(2))                          
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12           

NETWORK SOLUTIONS, INC. 
----------------------------------------------------- 
(Name of Registrant as Specified In Its Charter)

----------------------------------------------------- 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              
[_] No fee required.                                                            
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.    

(1) Title of each class of securities to which transaction applies: Common  
stock, par value $0.001 per share of Network Solutions, Inc. ("Network  
Solutions common stock").                                               
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(2) Aggregate number of securities to which transaction applies: Up to      
78,003,026 shares of Network Solutions common stock.                    
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(3) Per unit price or other underlying value of transaction computed        
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the   
 filing fee is calculated and state how it was determined): The filing fee
of $2,247,293 was calculated pursuant to Rule 0-11(c)(1) of the         
Securities Exchange Act, by multiplying 1/50 of 1% of the value of the  
Network Solutions common stock to be received by VeriSign, Inc. in the  
transaction. The value of the Network Solutions common stock was        
determined to be $117.31 in accordance with Rule 0-1(a)(4) of the       
Exchange Act based on the average high and low prices of Network        
Solutions common stock reported on the Nasdaq National Market on April  
25, 2000.                                                               
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(4) Proposed maximum aggregate value of transaction: $8,512,470,178         
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(5) Total fee paid: $2,247,293                                              
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[X] Fee paid previously with preliminary materials.                             

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid  
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                       
(1) Amount Previously Paid: $2,980,030                                      
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(2) Form, Schedule or Registration Statement No.: Form S-4                  
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(3) Filing Party: Network Solutions, Inc.                                   
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(4) Date Filed: May 8, 2000                                                 

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[LOGO OF NETWORK SOLUTIONS APPEARS HERE]

Network Solutions, Inc. 
505 Huntmar Park Drive
Herndon, Virginia 20170-5139

                                                                     May 3, 2000

To Our Stockholders:                                                            

You are cordially invited to attend the special meeting of stockholders of  
Network Solutions, Inc. to be held at Westfield's Marriott, 14750 Conference    
Center Drive, Chantilly, Virginia 20151 on June 8, 2000 at 10:00 AM, Eastern    
Time.                                                                           

 The matter expected to be acted upon at the meeting, the proposed merger that
will cause Network Solutions to become a wholly owned subsidiary of VeriSign,   
Inc., is described in detail in the attached notice of special meeting of       
stockholders and prospectus/proxy statement.                                    

After careful consideration, your board of directors has approved the merger
and merger agreement with VeriSign and determined the merger to be fair to and  
in the best interests of Network Solutions and its stockholders.                

It is important that you use this opportunity to take part in the affairs of
Network Solutions by voting on the business to come before this meeting.        
Whether or not you expect to attend the meeting, please complete, date, sign    
and promptly return the accompanying proxy in the enclosed postage-paid         
envelope so that your shares may be represented at the meeting. YOUR VOTE IS    
VERY IMPORTANT. Returning the proxy does not deprive you of your right to       
attend the meeting and to vote your shares in person.                           

              Sincerely,
                          /s/ Michael A. Daniels
                      Michael A. Daniels
            Chairman

This prospectus/proxy statement is dated May 3, 2000 and was first mailed to
stockholders on or about May 8, 2000.                                           

The merger and an investment in the shares of VeriSign common stock to be   
issued in the merger involves risks. You should carefully consider the          
discussion in the section entitled "Risk Factors" beginning on page 13 of this  
prospectus/proxy statement.                                                     

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[LOGO]

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

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

To Our Stockholders:                                                            

The special meeting of stockholders of Network Solutions, Inc. will be held 
at Westfield's Marriott, 14750 Conference Center Drive, Chantilly, Virginia     
20151 on June 8, 2000 at 10:00 a.m., Eastern Standard Time, for the following   
purposes:                                                                       

1. To approve the merger of Nickel Acquisition Corporation, a wholly    
owned subsidiary of VeriSign, Inc., with and into Network Solutions, Inc.   
and approve and adopt a merger agreement with VeriSign. The merger          
agreement relating to the proposed merger is included as Annex A to the     
attached prospectus/proxy statement. In the merger, VeriSign will issue     
1.075 shares of common stock for each share of outstanding Network          
Solutions common stock.                                                     

2. To transact any other business that may properly come before the     
Network Solutions meeting or any adjournment.                               

The merger cannot be completed unless the holders of a majority of the total
voting power of the shares of Network Solutions common stock represented in     
person or by proxy at the meeting approve the merger.                           

The merger is discussed in more detail in the sections of the attached      
prospectus/proxy statement entitled "The Merger" and "The Merger Agreement".    
You should read the attached prospectus/proxy statement carefully.              

Only stockholders of record at the close of business on May 3, 2000, the    
record date, are entitled to notice of and to vote at the meeting or any        
adjournment of the meeting.                                                     

                                      By Order of the Board of Directors
                              of Network Solutions, Inc.
                          /s/ Michael A. Daniels
                      Michael A. Daniels
            Chairman

Herndon, Virginia                                                               
May 3, 2000                                                                     

Whether or Not You Plan to Attend the Meeting, Please Complete, Sign, Date  
and Return the Accompanying Proxy in the Enclosed Self-addressed Stamped        
Envelope.                                                                       

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Table of Contents 

                                                                [Download Table]

                                                                          Page
                                                                          ----
                                                                              
Questions and Answers about the Merger................................... iii 

Summary of the Prospectus/Proxy Statement................................   1 
  The Companies..........................................................   1 
  Summary of the Transaction.............................................   2 
  VeriSign's Selected Historical Financial Data..........................   9 
  Network Solutions' Selected Historical Financial Data..................  10 
  Selected Unaudited Pro Forma Combined Condensed Financial Data.........  11 
  Comparative Historical and Unaudited Pro Forma Per Share Data..........  12 

Risk Factors.............................................................  13 
  Risks related to the proposed merger...................................  13 
  Risks related to VeriSign's business...................................  15 
  Additional risks related to Network Solutions..........................  23 

The VeriSign Meeting.....................................................  32 

The Network Solutions Meeting............................................  35 

The Merger and Related Transactions......................................  38 
  Background of the merger...............................................  38 
  VeriSign's reasons for the merger......................................  39 
  Recommendation of VeriSign's board of directors........................  41 
  Network Solutions' reasons for the merger..............................  41 
  Recommendation of Network Solutions' board of directors................  42 
  Opinion of VeriSign's financial advisor................................  43 
  Opinion of Network Solutions' financial advisors.......................  49 
  Interests of certain persons in the merger.............................  59 
  Completion and effectiveness of the merger.............................  60 
  Structure of the merger and conversion of Network Solutions common          
   stock.................................................................  60 
  Exchange of Network Solutions stock certificates for VeriSign stock         
   certificates..........................................................  60 
  Material United States federal income tax consequences of the merger...  61 
  Accounting treatment of the merger.....................................  62 
  Regulatory filings and approvals required to complete the merger.......  62 
  Restrictions on sales of shares by affiliates of Network Solutions and      
   VeriSign..............................................................  63 
  Listing on the Nasdaq National Market of VeriSign common stock to be        
   issued in the merger..................................................  63 
  Delisting and deregistration of Network Solutions common stock after        
   the merger............................................................  63 

The Merger Agreement.....................................................  64 

Related Agreements.......................................................  74 
  Voting Agreement.......................................................  74 
  Registration Rights Agreement..........................................  74 

Unaudited Pro Forma Condensed Combined Financial Information.............  75 

Comparative Per Share Market Price Data..................................  84 

Comparison of Rights of Holders of VeriSign Common Stock and Network          
 Solutions Common Stock..................................................  86 

Share Ownership by Principal Stockholders, Management and Directors of        
 VeriSign................................................................  92 

Share Ownership by Principal Stockholders, Management and Directors of        
 Network Solutions.......................................................  94 

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                                                                [Download Table]

                                                                           Page
                                                                           ----
                                                                               
Additional Matters Being Submitted to a Vote of Only VeriSign                  
 Stockholders.............................................................  96 
  Proposal No. 1 -- Issuance of Shares in the Merger......................  96 
  Proposal No. 2 -- Approval of Amendment to Certificate of                    
   Incorporation..........................................................  96 
  Proposal No. 3 -- Approval of Amendment to Bylaws.......................  98 
  Proposal No. 4 -- Election of Directors.................................  99 
  Proposal No. 5 -- Approval of Amendment to 1998 Equity Incentive Plan... 102 
  Proposal No. 6 -- Approval of Amendment to 1998 Employee Stock Purchase      
   Plan................................................................... 107 
  Proposal No. 7 -- Approval of Amendment to 1998 Directors Stock Option       
   Plan................................................................... 111 
  Proposal No. 8 -- Ratification of Selection of Independent Auditors..... 113 

Management of VeriSign.................................................... 114 
  Executive Officers...................................................... 114 
  Executive Compensation.................................................. 115 

Report of the Compensation Committee of VeriSign.......................... 118 
VeriSign, Inc. Stock Price Performance Graph.............................. 120 
Certain Transactions with Respect to VeriSign............................. 121 
VeriSign Stockholder Proposals............................................ 121 
Section 16(a) Beneficial Ownership Reporting Compliance................... 122 
Other Business............................................................ 122 
Network Solutions Stockholder Proposals................................... 122 
Legal Opinion............................................................. 122 
Experts................................................................... 122 
Documents Incorporated by Reference in this Prospectus/Proxy Statement.... 124 
Where You Can Find More Information....................................... 125 
Statements Regarding Forward-Looking Information.......................... 126 
Annex A -- Agreement and Plan of Merger................................... A-1 
Annex B -- Opinion of Morgan Stanley & Co. Incorporated................... B-1 
Annex C -- Opinion of J. P. Morgan Securities Inc......................... C-1 
Annex D -- Opinion of Chase H&Q, a division of Chase Securities Inc....... D-1 
Annex E -- Voting Agreement............................................... E-1 
Annex F -- Registration Rights Agreement.................................. F-1 
Annex G -- Amendment to VeriSign's Certificate of Incorporation........... G-1 
Annex H -- Amendment to VeriSign's Bylaws................................. H-1 

 Unless otherwise indicated, all information in this document reflects 2-for-1
stock splits of Network Solutions common stock effected on March 23, 1999 and   
March 10, 2000, as well as 2-for-1 stock splits of VeriSign's common stock      
effected on May 29, 1999 and December 6, 1999.                                  

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QUESTIONS AND ANSWERS ABOUT THE MERGER

Q: What is the merger?                                                          

A:In the merger, Network Solutions will become a wholly owned subsidiary of 
VeriSign.                                                                   

Based on the capitalization of VeriSign and Network Solutions as of     
April 28, 2000, the stockholders of Network Solutions will receive in   
the merger a number of shares of VeriSign common stock representing an  
aggregate of approximately 39% of VeriSign's outstanding common stock.  

Q: What will Network Solutions' stockholders receive in the merger?             

A: Network Solutions' stockholders will receive 1.075 shares of VeriSign    
 common stock for each share of Network Solutions common stock they own.
VeriSign will not issue fractional shares of stock. Network Solutions'
stockholders will receive cash based on the market price of VeriSign  
  common stock instead of any fractional share. VeriSign stockholders will
 continue to own their shares of VeriSign common stock after the merger.

For example, a holder of 100 shares of Network Solutions common stock 
will receive 107 shares of VeriSign common stock and an amount of cash
  equal to 0.5 times the market price of a share of VeriSign common stock.

The number of shares of VeriSign common stock to be issued for each   
share of Network Solutions common stock is fixed and will not be      
adjusted based upon changes in the value of these shares. As a result,
 the value of the shares Network Solutions' stockholders will receive in
 the merger will not be known prior to the time of the merger and may go
  up or down as the market price of VeriSign common stock goes up or down.
Network Solutions is not permitted to terminate its obligations to    
complete the merger or resolicit the vote of its stockholders based   
solely on changes in the value of Network Solutions common stock.     

Q: Do the boards of directors of VeriSign and Network Solutions recommend       
voting in favor of the merger?                                                  

A: Yes. After careful consideration, Network Solutions' board of directors  
recommends that its stockholders vote in favor of the merger agreement
and the proposed merger. Likewise, after careful consideration, the   
VeriSign board of directors recommends that its stockholders vote in  
favor of the issuance of VeriSign common stock in the merger and the  
amendment to VeriSign's certificate of incorporation.                 

 For a more complete description of the recommendations of the boards of
directors of both companies, see the sections entitled "VeriSign's    
 reasons for the Merger" on page 39, "Recommendation of VeriSign's board
  of directors" on page 41, "Network Solutions' reasons for the merger" on
  page 41 and "Recommendation of Network Solutions' board of directors" on
page 42.                                                              

Q: Are there risks I should consider in deciding whether to vote for the        
merger?                                                                         

A: Yes. For example, the number of shares of VeriSign common stock that     
 Network Solutions stockholders will receive will not change even if the
 market price of VeriSign common stock increases or decreases before the
completion of the merger. We urge you to obtain current market        
 quotations of VeriSign common stock and Network Solutions common stock.

In evaluating the merger, you should also carefully consider these and
other factors discussed in the section entitled "Risk Factors" on page
13.                                                                   

Q: What do I need to do now?                                                    

A: Mail your signed proxy card in the enclosed return envelope as soon as   
 possible so that your shares may be represented at your meeting. If you
do not include instructions on how to vote your properly signed proxy,
your shares will be voted "FOR" approval and adoption of the merger   
agreement and approval of the merger (for Network Solutions'          
stockholders) or "FOR" approval of the issuance of shares of VeriSign 
common stock in the merger, the amendment to the certificate of       
incorporation and the other proposals (for VeriSign's stockholders).  

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For a more complete description of voting at the meetings, see the    
sections entitled "Voting of proxies" on pages 33 and 36.             

Q: What do I do if I want to change my vote?                                    

A: If you want to change your vote, send the secretary of VeriSign or       
Network Solutions, as appropriate, a later-dated, signed proxy card   
before your meeting or attend your meeting in person. You may also    
  revoke your proxy by sending written notice to the secretary of VeriSign
or Network Solutions, as appropriate, before your meeting.            

For a more complete description of how to change your vote, see the   
sections entitled "Voting of proxies" on pages 33 and 36.             

Q: If my shares are held in "street name" by my broker, will my broker vote my  
shares for me?                                                                  

A: Your broker will vote your shares only if you provide instructions on    
  how to vote by following the information provided to you by your broker.

 For a more complete description of voting shares held in "street name,"
see the sections entitled "Voting of proxies" on pages 33 and 36.     

Q: Should I send in my Network Solutions stock certificates now?                

A: No. After the merger is completed, we will send you written instructions 
for exchanging your Network Solutions stock certificates for VeriSign 
stock certificates.                                                   

Q: When do you expect the merger to be completed?                               

A: We are working toward completing the merger as quickly as possible. We   
hope to complete the merger during the second quarter of 2000.        

  For a more complete description of the conditions to the merger, see the
section entitled "Conditions to closing the merger" on page 69.       

Q: Will I recognize a gain or loss on the transaction?                          

A: We expect that if the merger is completed, you will not recognize gain   
or loss for United States federal income tax purposes, except that    
  Network Solutions' stockholders will recognize gain or loss with respect
to cash received instead of fractional shares. However, Network       
Solutions' stockholders are urged to consult their own tax advisors to
determine their particular tax consequences.                          

  For a more complete description of the tax consequences, see the section
 entitled "Material United States federal income tax consequences of the
merger" on page 61.                                                   

Q: Am I entitled to dissenters' or appraisal rights?                            

A: Under Delaware law, holders of Network Solutions common stock and        
holders of VeriSign common stock are not entitled to dissenters' or   
appraisal rights in the merger.                                       

Q: Whom should I call with questions?                                           

A: Network Solutions' stockholders should call Network Solutions Investor   
Relations at (703) 326-6090 with any questions about the merger.      
  VeriSign's stockholders should call VeriSign Investor Relations at (650)
429-3550 with any questions about the merger.                         

You may also obtain additional information about VeriSign and Network 
Solutions from documents each of us files with the Securities and     
Exchange Commission by following the instructions in the section      
entitled "Where you can find more information" on page 125.           

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SUMMARY OF THE PROSPECTUS/PROXY STATEMENT 

The Companies 

[LOGO OF VERISIGN, INC.]                                                        
VeriSign, Inc.                                                                  
1350 Charleston Road                                                            
Mountain View, California 94043-1331                                            
Tel: (650) 961-7500                                                             

VeriSign is the leading provider of Internet-based trust services, including
authentication, validation and payment, needed by websites, enterprises,        
electronic commerce service providers, and individuals to conduct trusted and   
secure electronic commerce and communications over wired and wireless Internet  
protocol (IP) networks.                                                         

VeriSign has established strategic relationships with industry leaders,     
including British Telecommunications, Cisco, Microsoft, Netscape, RSA Security  
and VISA, to enable widespread utilization of our digital certificate services  
and to assure their interoperability with a wide variety of applications and    
network equipment.                                                              

VeriSign has used its secure online infrastructure to issue over 215,000 of 
our website digital certificates and over 3.9 million of its digital            
certificates for individuals. VeriSign believes that it has issued more         
digital certificates than any other company in the world. VeriSign's Website    
Digital Certificate services are used by all of the Fortune 500 companies with  
a web presence and all of the top 40 electronic commerce websites as listed by  
Jupiter Communications.                                                         

VeriSign also provides enterprise digital certificate services which allow  
enterprises and electronic commerce service providers to leverage its trusted   
service infrastructure to develop and deploy customized digital certificate     
services for use by the organization's employees, customers and business        
partners. Over 800 enterprises and electronic commerce service providers have   
subscribed to our managed certificate services since their introduction in      
November 1997, including Agilent, Bank of America, Barclays, General Electric   
Information Systems, Hewlett-Packard, the Internal Revenue Service, Southwest   
Securities, Sumitomo Bank, Texas Instruments, VISA and US West.                 

VeriSign markets its Internet-based trust services worldwide through        
multiple distribution channels, including the Internet, direct sales,           
telesales, VARs, systems integrators and its network of over twenty affiliates  
which provide trust services under licensed co-branding relationships using     
VeriSign technology and business practices.                                     

                           [LOGO OF NETWORK SOLUTIONS, INC.]

Network Solutions, Inc.                                                         
505 Huntmar Park Drive                                                          
Herndon, Virginia 20170-5139                                                    
Tel: (703) 742-0400                                                             

Network Solutions is a leading provider of web identity services worldwide. 
Network Solutions' web identity offerings include Internet domain name regis-   
tration services, for which it is the global leader, and related value-added    
products and services.                                                          

Founded in 1979, Network Solutions, Inc. pioneered the development of regis-
tering Web addresses ending in .com, .net, .org and .edu and is the world's     
leading Registrar with more than 10 million net registrations. To meet the      
needs of corporations worldwide, Network Solutions also provides domain name    
registration services for all available country-code Top-Level Domains, for     
example, .de (Germany), .fr (France) and .uk (United Kingdom). Network Solu-    
tions additionally plays a critical role in the infrastructure of the Internet  
through its Registry services. Network Solutions' Registry customers include    
all the Registrars of domain names ending in .com, .net and .org. Network So-   
lutions also provides Internet Technology Services that assist large commer-    
cial organizations in the evolution and management of their Internet technolo-  
gies.                                                                           

Network Solutions is the leading registrar of Web addresses worldwide       
through various channels, including more than 260 companies in over 30 coun-    
tries in its Premier Program and over 41,000 companies in the Affiliate Pro-    
gram. Network Solutions has created value-added small business solutions        
through agreements with leading companies such as American Express, IBM and     
Microsoft. Through its Alliance Program, Network Solutions works closely with   
EarthLink, Interland, Inc. and Interliant, Inc. Network Solutions also has en-  
tered into marketing agreements with companies like AltaVista and Yahoo! Inc.   

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SUMMARY OF THE TRANSACTION

The merger                                                                      

In the merger, Network Solutions and a wholly owned subsidiary of VeriSign  
will merge and, as a result, Network Solutions will become a wholly owned       
subsidiary of VeriSign.                                                         

The merger agreement is attached to this prospectus/proxy statement as Annex
A. We encourage you to read the merger agreement carefully.                     

No other negotiations                                                           

Until the merger is completed or the merger agreement is terminated, Network
Solutions has agreed, with limited exceptions, not to take any action, directly 
or indirectly, with respect to an Acquisition Proposal, as defined on page 68   
of this document.                                                               

If Network Solutions receives an unsolicited, written, bona fide Acquisition
Proposal that its board reasonably concludes based on written advice of its     
financial advisor may constitute a Superior Offer, as defined on page 68 of     
this document, Network Solutions may furnish non-public information regarding   
it and may enter into discussions with the person or group who has made the     
Acquisition Proposal if it provides written notice to VeriSign and follows      
other specified procedures.                                                     

Network Solutions has agreed to inform VeriSign promptly as to any          
Acquisition Proposal, or request for non-public information or inquiry that it  
reasonably believes would lead to an Acquisition Proposal. Network Solutions    
has agreed to inform VeriSign of the status and details of any Acquisition      
Proposal.                                                                       

The board of Network Solutions may change its recommendation in favor of the
merger if it receives a Superior Offer and VeriSign does not respond with a     
corresponding offer at least as favorable as the Superior Offer.                

For a more complete description of these limitations on each of our actions 
with respect to an Acquisition Proposal, please refer to the sections entitled  
"The Merger Agreement--No other negotiations," on page 67, "--Termination of    
the merger agreement" on page 71 and "--Termination fee" on page 72 of this     
document and the corresponding sections of the merger agreement.                

Conditions to completion of the merger                                          

The completion of the merger depends upon meeting a number of conditions,   
including:                                                                      

.  the merger agreement and the merger must be approved by Network          
Solutions' stockholders;                                              

.  the issuance of the shares of VeriSign common stock to be issued in the  
merger, as well as the amendment to VeriSign's certificate of         
incorporation, must be approved by VeriSign's stockholders;           

.  VeriSign's registration statement, of which this proxy                   
statement/prospectus is a part, must be effective, no stop order      
suspending its effectiveness may be in effect and no proceedings for  
 suspending its effectiveness may be pending before or threatened by the
SEC;                                                                  

.  no governmental entity shall have enacted a law, regulation or order     
that has the effect of making the merger illegal;                     

.  the applicable waiting periods under antitrust laws must expire or be    
terminated;                                                           

.  the parties must have received legal opinions to the effect that the     
merger will qualify as a tax-free reorganization;                     

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.  the shares of VeriSign common stock to be issued to Network Solutions'   
stockholders in the merger must have been approved for listing on the 
Nasdaq National Market;                                               

.  the representations and warranties of each party in the merger agreement 
must be true and correct;                                             

.  the parties must have complied in all material respects with their       
respective agreements in the merger agreement;                        

.  no material adverse effect with respect to VeriSign or Network Solutions 
shall have occurred;                                                  

.  all consents and approvals that if not obtained would have a material    
adverse effect on the combined companies shall have been obtained; and

.  VeriSign must have appointed three members to its board of directors     
that are mutually agreeable to the boards of directors of VeriSign and
Network Solutions.                                                    

If either VeriSign or Network Solutions waives any conditions, VeriSign and 
Network Solutions will consider the facts and circumstances at that time and    
make a determination as to whether a resolicitation of proxies from             
stockholders is appropriate.                                                    

Votes required for approval                                                     

The holders of a majority of the outstanding shares of Network Solutions    
common stock must approve the merger agreement and the merger. Network          
Solutions stockholders are entitled to cast one vote per share of Network       
Solutions common stock owned as of May 3, 2000, for the meeting.                

A stockholder of Network Solutions that beneficially owns approximately 23% 
of the outstanding Network Solutions common stock as of April 28, 2000 has      
agreed to vote in favor of approval and adoption of the merger agreement and    
approval of the merger. Directors and executive officers of Network Solutions   
collectively beneficially owned approximately 1% of the outstanding Network     
Solutions common stock as of April 28, 2000.                                    

In order to approve the merger:                                             

.  the holders of a majority of the shares of VeriSign common stock present 
and voting at the meeting must approve the issuance of the VeriSign   
common stock in the merger; and                                       

.  the holders of a majority of the outstanding shares of VeriSign common   
stock must approve the amendment to VeriSign's certificate of         
incorporation.                                                        

Directors and executive officers of VeriSign collectively beneficially owned
5.7% of the outstanding VeriSign common stock shares as of April 28, 2000.      

Termination of the merger agreement                                             

The merger agreement may be terminated by the parties' mutual consent.      

In addition, subject to qualifications, the merger agreement may be         
terminated by either of the parties under any of the following circumstances:   

.  if the merger is not completed by September 15, 2000, so long as the     
 terminating party did not prevent completion of the merger by breaching
the merger agreement;                                                 

.  if a final governmental injunction or order prohibiting the merger is    
issued and is not appealable;                                         

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.  if the Network Solutions stockholders do not approve the merger          
agreement; however, Network Solutions may not terminate the agreement 
for this reason if the failure to obtain stockholder approval resulted
from its breach of the merger agreement or the breach of the voting   
 agreement described in the section entitled "Related Agreements--Voting
Agreement";                                                           

.  if the VeriSign stockholders do not approve the issuance of VeriSign     
common stock in the merger and the amendment to its certificate of    
incorporation; however, VeriSign may not terminate the agreement for  
 this reason if the failure to obtain stockholder approval resulted from
its breach of the merger agreement; or                                

.  if the conditions to completion of the merger would not be satisfied (1) 
  because of a breach of an agreement in the merger agreement by the other
  party, or (2) because a representation or warranty of the other party in
the merger agreement becomes untrue, and that breach or inaccuracy is 
  not cured by the party making that representation within 30 days, if the
inaccuracy is curable.                                                

The merger agreement may be terminated by VeriSign if any of the following  
"triggering events" occurs:                                                     

.  Network Solutions' board changes its recommendation to its stockholders  
  that they approve and adopt the merger agreement and approve the merger;

.  Network Solutions fails to include in this prospectus/proxy statement    
the recommendation of its board of directors in favor of the approval 
and adoption of the merger agreement and the approval of the merger;  

.  Network Solutions' board fails to reaffirm its recommendation of the     
merger upon the request of VeriSign after an Acquisition Proposal     
involving Network Solutions has been publicly announced;              

.  Network Solutions' board approves or publicly recommends an Acquisition  
Proposal involving Network Solutions;                                 

.  Network Solutions enters into a letter of intent or other similar        
document or agreement relating to an Acquisition Proposal involving   
Network Solutions;                                                    

.  Network Solutions shall have breached its non-solicitation obligations   
or breached the provisions of the merger agreement relating to the    
holding of the Network Solutions' stockholder meeting; or             

.  any tender or exchange offer relating to securities of Network Solutions 
 shall be commenced and Network Solutions shall not have recommended the
rejection of that tender offer or exchange offer.                     

For a more complete description of the manner in which the merger agreement 
may be terminated, see the section entitled "The Merger Agreement--Termination  
of the merger agreement" on page 71.                                            

Termination fee                                                                 

If the merger agreement is terminated by VeriSign because of any of the     
triggering events described immediately above, Network Solutions will be        
obligated to pay VeriSign a termination fee of $425 million. If, following the  
public announcement of an Acquisition Proposal, the merger agreement is         
terminated following the rejection of the merger by Network Solutions'          
stockholders or the breach of the merger agreement by Network Solutions, and    
within nine months following the termination, an extraordinary transaction,     
such as a merger or sale of significant assets, occurs with respect to Network  
Solutions, or Network Solutions enters into an agreement regarding an           
extraordinary transaction and the transaction is later consummated, regardless  
of when the consummation occurs, Network Solutions will also be obligated to    
pay VeriSign $425 million.                                                      

For a more complete description of the payment of the termination fee, see  
the section entitled "The Merger Agreement--Termination Fee" on page 72.        

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The voting agreement                                                            

SAIC Venture Capital Corporation, or SAIC Venture Capital, a wholly owned   
subsidiary of Science Applications International Corporation, or SAIC, entered  
into a voting agreement with VeriSign. The voting agreement requires this       
stockholder to vote all the shares of Network Solutions common stock it owns in 
favor of the merger and against competing proposals or proposals in opposition  
to the merger. SAIC Venture Capital holds approximately 23% of the outstanding  
Network Solutions common stock as of April 28, 2000.                            

For a more complete description of the voting agreement, please refer to the
section entitled "Related Agreements--Voting Agreement" on page 74. The voting  
agreement is attached to this document as Annex E. We urge you to read it in    
its entirety.                                                                   

Opinions of financial advisors                                                  

In deciding to approve the merger, our boards of directors considered, among
other things, opinions from our respective financial advisors as to the         
fairness of the exchange ratio from a financial point of view. VeriSign         
received an opinion from its financial advisor, Morgan Stanley & Co.            
Incorporated, and Network Solutions received opinions from its financial        
advisors, J.P. Morgan Securities Inc. and Chase H&Q, a division of Chase        
Securities Inc.                                                                 

For a more complete description of the financial advisors' opinions see the 
sections entitled "Opinion of VeriSign's financial advisor" on page 43 and      
"Opinions of Network Solutions' financial advisors" on page 49. These opinions  
are attached as Annexes B, C and D and you should read them.                    

Accounting treatment of the merger                                              

We intend to account for the merger as a "purchase" for financial accounting
purposes under generally accepted accounting principles.                        

 For a more complete description of the accounting treatment of the merger see
the section entitled "Accounting treatment of the merger" on page 62.           

Interests of certain persons in the merger                                      

When considering the recommendations of VeriSign's and Network Solutions'   
boards of directors, you should be aware that some of the VeriSign and Network  
Solutions directors and officers have interests in the merger that are          
different from, or are in addition to, yours. These interests include:          

.  Three new directors, to be mutually agreed upon by the boards of         
directors of VeriSign and Network Solutions, will be appointed to the 
VeriSign board;                                                       

.  Directors and officers of both VeriSign and Network Solutions are        
entitled to specified indemnification rights;                         

.  Some executive officers of Network Solutions will become executive       
officers of VeriSign;                                                 

.  SAIC Venture Capital, a holder of approximately 23% of Network           
  Solutions' outstanding common stock on April 28, 2000, some officers and
directors of which are directors of Network Solutions, will receive   
 registration rights with respect to the shares of VeriSign common stock
it will receive in the merger;                                        

.  Stratton D. Sclavos, VeriSign's President and Chief Executive Officer,   
is a member of the VeriSign and Network Solutions boards of directors 
and holds options to purchase shares of Network Solutions and VeriSign
common stock;                                                         

.  If the merger is completed, two members of the Network Solutions board   
of directors will be entitled to substantial payments, payable in     
 Network Solutions' common stock, based on the Network Solutions Board's
 recognition of their extraordinary prior services to Network Solutions;

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.  All stock options to acquire common stock of Network Solutions that are  
held by directors of Network Solutions who are not appointed to the   
  VeriSign board and that are scheduled to vest on or prior to January 31,
2001 will vest upon the closing of the merger; and                    

.  The exercise period of all stock options to acquire common stock of      
Network Solutions that are held by Network Solutions directors and    
employees who are subject to restrictions on trading under Network    
Solutions' insider trading policy and who do not continue with the    
combined company for one year after the closing of the merger will be 
extended for six months after the termination of their service.       

As a result, these executive officers and directors could be more likely to 
vote in favor of the merger, and recommend the approval and adoption of the     
merger agreement and approval of the merger than if they did not hold these     
interests.                                                                      

Antitrust approval required to complete the merger                              

The merger is subject to antitrust laws. We have made the required filings  
with the Department of Justice and the Federal Trade Commission and we will     
make any necessary filings with foreign regulatory agencies. However, the       
Department of Justice or the Federal Trade Commission, as well as a foreign     
regulatory agency or government, state or private person, may challenge the     
merger at any time before or after its completion.                              

For a more complete description of the antitrust issues in connection with  
the merger see the section entitled "Regulatory filings and approvals required  
to complete the merger" on page 62.                                             

Restrictions on the ability to sell VeriSign stock                              

All shares of VeriSign common stock received by Network Solutions           
stockholders in connection with the merger will be freely transferable unless   
the holder is considered an affiliate of either of us under the Securities Act. 

For a more complete description of transfer restrictions applicable to our  
affiliates see the section entitled "Restrictions on sales of shares by         
affiliates of VeriSign and Network Solutions" on page 63.                       

Additional matters to be voted upon by VeriSign stockholders                    

In conjunction with the merger, the stockholders of VeriSign will vote on an
amendment to VeriSign's certificate of incorporation to increase the number of  
authorized shares of common stock to 1,000,000,000 shares. The approval of this 
proposal is a condition to the completion of the merger. VeriSign stockholders  
will also be asked to approve an amendment to the bylaws of VeriSign to         
increase the number of board members from six to nine, or to another number as  
the board may approve. VeriSign's stockholders will also be asked to elect two  
Class II directors, to approve increases in its equity incentive plan,          
directors stock option plan and employee stock purchase plans and to ratify the 
selection of VeriSign's independent auditors for 2000.                          

For a more complete description of these votes, see the sections entitled   
"Additional Matters Being Submitted to a Vote of Only VeriSign Stockholders" on 
pages 96 through 113.                                                           

Forward-looking statements in this prospectus/proxy statement                   

This prospectus/proxy statement and the documents incorporated into this    
prospectus/proxy statement by reference contain forward-looking statements      
within the safe harbor provisions of the Private Securities Litigation Reform   
Act. These statements include statements with respect to VeriSign's and Network 
Solutions' financial condition, results of operations and business and on the   
expected impact of the merger on VeriSign's financial performance. Words such   
as "anticipates," "expects," "intends," "plans," "believes," "seeks,"           
"estimates" and similar expressions identify forward-looking statements.        

 These forward-looking statements are not guarantees of future performance and
are subject to risks and uncertainties that could cause actual results to       
differ materially from the results contemplated by the forward-looking          
statements. These risks and uncertainties include:                              

.  the possibility that the value of the VeriSign common stock to be issued 
in the merger will increase or decrease prior to completion of the    
merger;                                                               

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.  the possibility that the merger will not be consummated;                 

.  the possibility that the anticipated benefits from the merger will not   
be fully realized;                                                    

.  the possibility that costs or difficulties related to the integration of 
our businesses and infrastructure will be greater than expected;      

.  our dependence on the timely development, introduction and customer      
acceptance of new products and services;                              

.  the impact of competition on revenues and margins;                       

.  rapidly changing technology and shifting demand requirements and         
Internet usage patterns;                                              

.  other risks and uncertainties, including the risks and uncertainties     
 involved in continued acceptance of the combined company's products and
 services, Network Solutions' customer acceptance of VeriSign's products
  and services, increased use of the Internet for electronic commerce, the
impact of competitive services, products and prices, the unsettled    
 conditions in the Internet and other high-technology industries and the
ability to attract and retain key personnel;                          

.  other risk factors as may be detailed from time to time in VeriSign's    
and Network Solutions' public announcements and filings with the      
Securities and Exchange Commission.                                   

In evaluating the merger, you should carefully consider the discussion of   
these and other factors in the section entitled "Risk Factors" beginning on     
page 13.                                                                        

Comparative market price information                                            

Shares of both VeriSign and Network Solutions common stock are listed on the
Nasdaq National Market. On March 6, 2000, the last full trading day prior to    
the public announcement of the proposed merger, VeriSign's common stock closed  
at $247.44 per share, and Network Solutions' common stock closed at $180.31 per 
share, adjusted to reflect the two-for-one stock split of Network Solutions     
common stock on March 10, 2000. On May 3, 2000, VeriSign's common stock closed  
at $128.48 per share, and Network Solutions' common stock closed at $135.19 per 
share. We urge you to obtain current market quotations.                         

For a more complete description of market price information see the section 
entitled "Comparative per share market price data" on page 84.                  

Recent Developments                                                             

For the quarter ended March 31, 2000, Network Solutions' net revenue was    
$98.2 million, a 157% increase over net revenue of $38.1 million reported in    
the quarter ended March 31, 1999, and a 29.3% increase over net revenue of      
$75.9 million reported in the quarter ended December 31, 1999. Network          
Solutions' net income for the quarter ended March 31, 2000, was $14.7 million   
or $0.20 per share on a diluted basis, compared to $4.8 million or $0.07 per    
share for the quarter ended March 31, 1999, and $9.0 million or $0.13 per share 
for the quarter ended December 31, 1999.                                        

For the quarter ended March 31, 2000, VeriSign's revenue was $34.1 million, 
compared to revenue of $15.6 million reported in the quarter ended March 31,    
1999. VeriSign's pro forma net income for the quarter ended March 31, 2000,     
excluding goodwill amortization of $61.0 million related to the purchase        
acquisitions of THAWTE and Signio, Inc. in the quarter ended March 31, 2000,    
and a one-time gain of $32.6 million from the sale of Keynote Systems, Inc.     
common stock as part of its secondary offering, was $2.2 million, or $0.02 per  
share compared to a net loss in the quarter ended March 31, 1999 of $2.0        
million, or ($0.02) per share. On a GAAP basis, including the amortization of   
goodwill and other intangibles and realized gains on investments, VeriSign's    
net loss was $26.2 million, or $0.24 per share in the quarter ended March 31,   
2000.                                                                           

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 This summary may not contain all of the information that is important to you.
You should read carefully this entire document and the other documents we refer 
to for a more complete understanding of the merger. In particular, you should   
read the documents attached to this prospectus/proxy statement, including the   
merger agreement, which is attached as Annex A, the opinion of Morgan Stanley & 
Co. Incorporated, which is attached as Annex B, the opinion of J.P. Morgan      
Securities Inc., which is attached as Annex C, the opinion of Chase H&Q, which  
is attached as Annex D, and the voting agreement, which is attached as Annex E. 

In addition, we incorporate important business and financial information    
about VeriSign and Network Solutions into this prospectus/proxy statement by    
reference. See "Documents Incorporated by Reference in this Prospectus/Proxy    
Statement" on page 124. You may obtain the information incorporated into this   
prospectus/proxy statement by reference without charge by following the         
instructions in the section entitled "Where You Can Find More Information" on   
page 125.                                                                       

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VeriSign's Selected Historical Financial Data 

 The following selected historical financial data of VeriSign has been derived
from VeriSign's historical financial statements and related notes, and should   
be read together with those financial statements and related notes that are     
incorporated by reference in this prospectus/proxy statement.                   

                                                                [Download Table]

                                                                  Period from  
                                                                 April 12, 1995
                              Years Ended December 31,           (inception) to
                         --------------------------------------   December 31, 
                           1999      1998      1997      1996         1995     
                         --------  --------  --------  --------  --------------
                               (In thousands, except per share data)           
                                                                               
Consolidated Statement                                                         
 of Operations Data:                                                           
 Revenues............... $ 84,776  $ 38,930  $ 13,356  $  1,356     $   382    
 Total costs and                                                               
  expenses..............   88,086    62,075    34,657    12,415       2,524    
 Operating loss.........   (3,310)  (23,145)  (21,301)  (11,059)     (2,142)   
 Minority interest in                                                          
  net loss of                                                                  
  subsidiary............      836     1,282     1,538       838         --     
 Net income (loss)......    3,955   (19,743)  (18,589)  (10,288)     (1,994)   
 Basic net income (loss)                                                       
  per share............. $    .04  $   (.24) $   (.65) $   (.52)    $  (.11)   
 Diluted net income                                                            
  (loss) per share...... $    .03  $   (.24) $   (.65) $   (.52)    $  (.11)   

                                         As of December 31,                    
                         ------------------------------------------------------
                           1999      1998      1997      1996         1995     
                         --------  --------  --------  --------  --------------
                                           (In thousands)                      
                                                                               
Consolidated Balance                                                           
 Sheet Data:                                                                   
 Cash, cash equivalents                                                        
  and short-term                                                               
  investments........... $156,480  $ 41,745  $ 12,893  $ 30,006     $ 2,687    
 Working capital........  140,163    31,085     6,160    24,788       2,284    
 Total assets...........  341,166    64,295    26,904    36,537       4,052    
 Stockholders' equity...  298,359    40,728    13,541    28,520       3,376    

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Network Solutions' Selected Historical Financial Data 

The following selected historical financial data of Network Solutions has   
been derived from Network Solutions' historical financial statements and        
related notes, and should be read together with those financial statements and  
the related notes that are incorporated by reference in this prospectus/proxy   
statement. The Statements of Operations Data and Balance Sheet Data as of and   
for the years ended December 31, 1996, 1997, 1998 and 1999 were derived from    
Network Solutions' audited financial statements. The selected financial data    
for the year ended December 31, 1995 were derived by combining Network          
Solutions' results of operations for the period January 1, 1995 through March   
10, 1995 and the period March 11, 1995 through December 31, 1995, both as       
derived from Network Solutions' audited financial statements. Comparability of  
pre-acquisition periods to post-acquisition periods is limited because the      
financial statements have been prepared on differing bases of accounting as a   
result of the acquisition by SAIC on March 10, 1995.                            

                                                                [Download Table]

                                            Years Ended December 31,           
                                   ------------------------------------------- 
                                     1999     1998     1997    1996     1995   
                                   -------- -------- -------- -------  ------- 
                                     (In thousands, except per share data)     
                                                                               
Statement of Operations Data:                                                  
 Net revenue...................... $220,811 $ 93,652 $ 45,326 $18,862  $ 6,486 
 Total operating costs and                                                     
  expenses........................  185,112   80,495   39,719  21,626    8,098 
 Income (loss) from continuing                                                 
  operations......................   26,886   11,235    4,231  (1,625)  (1,434)
 Loss from discontinued                                                        
  operations......................      --       --       --      --    (1,403)
 Net income (loss)................   26,886   11,235    4,231  (1,625)  (2,837)
 Basic net income (loss) per                                                   
  share:                                                                       
  Income (loss) from continuing                                                
   operations..................... $    .40 $    .18 $    .08 $  (.03) $  (.04)
  Loss from discontinued                                                       
   operations.....................      --       --       --      --      (.03)
                                   -------- -------- -------- -------  ------- 
  Net income (loss)............... $    .40 $    .18 $    .08 $  (.03) $  (.07)
                                   ======== ======== ======== =======  ======= 
 Diluted net income (loss) per                                                 
  share:                                                                       
  Income (loss) from continuing                                                
   operations..................... $    .38 $    .17 $    .08 $  (.03) $  (.04)
  Loss from discontinued                                                       
   operations.....................      --       --       --      --      (.03)
                                   -------- -------- -------- -------  ------- 
  Net income (loss)............... $    .38 $    .17 $    .08 $  (.03) $  (.07)
                                   ======== ======== ======== =======  ======= 

                                               As of December 31,              
                                   ------------------------------------------- 
                                     1999     1998     1997    1996     1995   
                                   -------- -------- -------- -------  ------- 
                                                 (In thousands)                
                                                                               
Balance Sheet Data:                                                            
 Cash and cash equivalents........ $196,589 $ 12,862 $ 41,146 $15,540  $     5 
 Total marketable securities......  164,920  128,098   40,200     --       --  
 Working capital..................  131,113   65,791   50,947   1,362     (559)
 Total assets.....................  625,303  243,867  149,620  66,118   11,748 
 Restricted assets included in                                                 
  total assets....................      --       --    25,873  17,453    1,408 
 Deferred revenue, net............  361,639  129,194   61,451  29,352    3,346 
 Long-term obligations, excluding                                              
  current portion.................  106,971   35,721   18,743   9,440    1,353 
 Stockholders' equity.............  178,599   75,130   47,655   1,437    3,062 

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Selected Unaudited Pro Forma Combined Condensed Financial Data

The selected unaudited pro forma condensed combined financial data set forth
below reflect the acquisitions by VeriSign of Network Solutions, Signio, Inc.   
and THAWTE HOLDINGS (PTY) LTD. and THAWTE USA, INC., collectively referred to   
as THAWTE, are derived from the unaudited pro forma condensed combined          
financial information, which give effect to each of the transactions as a       
purchase, and should be read in conjunction with the unaudited pro forma        
combined condensed financial information and related notes, which are included  
elsewhere in this prospectus/proxy statement.                                   

For pro forma purposes, VeriSign's, Signio's and Network Solutions'         
historical statements of operations for the year ended December 31, 1999, and   
THAWTE's historical statements of operations for the twelve months ended        
November 30, 1999, have been combined to give effect to the merger as if it had 
occurred on January 1, 1999, with respect to the results for VeriSign, Network  
Solutions and Signio, or on December 1, 1998, with respect to the results for   
THAWTE. The unaudited pro forma combined condensed balance sheet data assumes   
that the mergers took place as of December 31, 1999 with respect to the balance 
sheets of VeriSign, Network Solutions and Signio, or on November 30, 1999, with 
respect to the balance sheet of THAWTE.                                         

 A charge for in-process research and development attributable to the purchase
of Network Solutions has been included in accumulated deficit in the pro forma  
combined condensed balance sheet, but has been excluded from the pro forma      
combined condensed statement of operations as it is non-recurring.              

The total estimated purchase cost of the mergers has been allocated on a    
preliminary basis to assets and liabilities based on management's best          
estimates of their fair value with the excess cost over the net assets acquired 
allocated to goodwill. This allocation is subject to change pending a final     
analysis of the total purchase cost and the fair value of the assets acquired   
and liabilities assumed. The impact of these changes could be material.         

The unaudited pro forma condensed combined information is presented for     
illustrative purposes only and is not necessarily indicative of the operating   
results or financial position that would have occurred if the transactions had  
been consummated at the times indicated, nor is it necessarily indicative of    
future operating results or financial condition of VeriSign.                    
(In thousands, except per share data) 

                                                                [Download Table]

                                                                    Year Ended 
                                                                   December 31,
                                                                       1999    
                                                                   ------------
                                                                               
Combined Statement of Operations Data:                                         
  Revenues........................................................ $   308,790 
  Total costs and expenses........................................   5,842,633 
  Operating loss..................................................  (5,533,843)
  Minority interest in net loss of subsidiary.....................        (836)
  Net loss........................................................  (5,284,706)
  Basic and diluted net loss per share............................      (28.07)

                                                                      As of    
                                                                   December 31,
                                                                       1999    
                                                                   ------------
                                                                               
Combined Balance Sheet Data:                                                   
  Cash, cash equivalents and short-term investments............... $   474,043 
  Working capital.................................................     208,969 
  Total assets....................................................  22,411,381 
  Current and long-term deferred revenue, net.....................     333,528 
  Stockholders' equity............................................  21,729,791 

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Comparative Historical and Unaudited Pro Forma Per Share Data 

 The following tables reflect (1) the historical net income and book value per
share of VeriSign common stock and the historical net income and book value per 
share of Network Solutions common stock in comparison with the unaudited pro    
forma net loss and book value per share after giving effect to the proposed     
merger, excluding for book value per share purposes in-process research and     
development which is a non-recurring charge together with VeriSign's            
acquisitions of THAWTE and Signio and (2) the equivalent historical net loss    
from continuing operations and book value per share attributable to the 1.075   
shares of VeriSign common stock that will be received for each share of common  
stock of Network Solutions.                                                     

The information presented in the following tables should be read in         
conjunction with the unaudited pro forma combined condensed financial           
statements included elsewhere in this document and the historical financial     
statements and related notes of VeriSign, Network Solutions, THAWTE and Signio  
that are incorporated by reference in this document.                            

                                                                [Download Table]

                                                            Year Ended    
                                                             or As of     
                                                         December 31, 1999
                                                         -----------------
                                                                          
                                VeriSign                                  
Historical per share data:                                                
Net income per share:                                                     
  Basic................................................       $   .04     
  Diluted..............................................           .03     
Book value per share(1)................................          2.88     
                            Network Solutions                             
Historical per share data:                                                
Net income per share:                                                     
  Basic................................................       $   .40     
  Diluted..............................................           .38     
Book value per share(1)................................          2.63     
                                Pro Forma                                 
Combined pro forma per share data:                                        
Net loss per share--basic and diluted..................       $(28.07)    
Net loss per equivalent Network Solutions share--basic                    
 and diluted(2)........................................        (30.18)    
Book value per share(1)................................        115.44     
Book value per equivalent Network Solutions share (2)..        124.10     

--------                                                                        
(1) The historical book value per share is computed by dividing stockholders'   
  equity by the number of shares of common stock outstanding at December 31,
1999, split adjusted. The pro forma combined book value per share is    
   computed by dividing pro forma stockholders' equity by the pro forma number
of shares of common stock outstanding at December 31, 1999.             
(2) The Network Solutions equivalent pro forma combined per share amounts are   
calculated by multiplying the VeriSign combined pro forma share amounts,
which include THAWTE and Signio, by the exchange ratio of 1.075.        

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RISK FACTORS

The merger involves a high degree of risk. Also, by voting in favor of the  
merger, Network Solutions' stockholders will be choosing to invest in VeriSign  
common stock. An investment in VeriSign common stock involves a high degree of  
risk. In addition to the other information contained or incorporated by         
reference in this prospectus/proxy statement, both VeriSign's and Network       
Solutions' stockholders should carefully consider the following risk factors in 
deciding whether to vote for the merger.                                        

Risks related to the proposed merger                                            

Network Solutions' stockholders will receive a fixed ratio of 1.075 shares of   
VeriSign common stock per share of Network Solutions common stock even if there 
are changes in the market value of Network Solutions common stock or VeriSign   
common stock before the closing of the merger.                                  

There will be no adjustment to the exchange ratio if the market price of    
either Network Solutions common stock or VeriSign common stock fluctuates. The  
specific dollar value of VeriSign common stock that Network Solutions           
stockholders will receive upon completion of the merger will depend on the      
market value of VeriSign common stock at the time of the merger. The share      
prices of both Network Solutions common stock and VeriSign common stock are     
subject to price fluctuations in the market for publicly traded equity          
securities and have each experienced significant volatility. We cannot predict  
the market prices for either Network Solutions common stock or VeriSign common  
stock at any time before the completion of the merger or the market price for   
VeriSign common stock after the completion of the merger. We encourage you to   
obtain current market quotations of VeriSign common stock and Network Solutions 
common stock.                                                                   

VeriSign's pro forma accounting for the Network Solutions merger may change.    

VeriSign has allocated the total estimated purchase price for the Network   
Solutions merger on a preliminary basis to assets and liabilities based on      
VeriSign's best estimates of the fair value of these assets and liabilities,    
with the excess costs over the net assets acquired allocated to goodwill and    
other intangible assets and in-process research and development. This           
allocation is subject to change pending a final analysis of the fair values of  
the assets acquired and liabilities assumed. The impact of these changes could  
be material to VeriSign's future results of operations.                         

VeriSign will face technical, operational and strategic challenges that may     
prevent it from successfully integrating Network Solutions with VeriSign.       

The merger involves risks related to the integration and management of      
acquired technology, operations and personnel. The integration of VeriSign and  
Network Solutions will be a complex, time consuming and expensive process and   
may disrupt VeriSign's business if not completed in a timely and efficient      
manner. In addition, VeriSign must also integrate the operations of two         
recently acquired companies, THAWTE and Signio. Following the merger, VeriSign  
must operate as a combined organization utilizing common information and        
communication systems, operating procedures, financial controls and human       
resources practices.                                                            

VeriSign and Network Solutions may encounter substantial difficulties, costs
and delays involved in integrating their operations, including:                 

.  potential incompatibility of business cultures;                          

.  perceived adverse changes in business focus;                             

.  potential conflicts in distribution, marketing or other important        
relationships; and                                                    

.  the loss of key employees and diversion of the attention of management   
from other ongoing business concerns.                                 

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Officers and directors of both companies have different interests from yours.   

The directors and officers of VeriSign and Network Solutions have interests 
in the merger and participate in arrangements that are different from, or are   
in addition to, those of VeriSign and Network Solutions stockholders generally. 
These include:                                                                  

.  three new directors, to be mutually agreed upon by the boards of         
directors of VeriSign and Network Solutions, will be appointed to the 
VeriSign board;                                                       

.  directors and officers of both VeriSign and Network Solutions are        
entitled to specified indemnification rights;                         

.  some executive officers of Network Solutions will become executive       
officers of VeriSign;                                                 

.  SAIC Venture Capital, a holder of approximately 23% of Network           
Solutions' outstanding common stock on the record date, some officers 
 and directors of which are directors of Network Solutions, will receive
 registration rights with respect to the shares of VeriSign common stock
it will receive in the merger;                                        

.  Stratton D. Sclavos, VeriSign's President and Chief Executive Officer,   
is a member of the VeriSign and Network Solutions boards of directors 
and holds options to purchase shares of Network Solutions and VeriSign
common stock;                                                         

.  if the merger is completed, two members of the Network Solutions board   
of directors will be entitled to substantial payments, payable in     
 Network Solutions common stock, based on the Network Solutions' Board's
 recognition of their extraordinary prior services to Network Solutions;

.  all stock options to acquire common stock of Network Solutions that are  
held by directors of Network Solutions who are not appointed to the   
  VeriSign board and that are scheduled to vest on or prior to January 31,
2001 will vest upon the closing of the merger; and                    

.  the exercise period of all stock options to acquire common stock of      
Network Solutions that are held by Network Solutions directors and    
employees who are subject to restrictions on trading under Network    
Solutions' insider trading policy and who do not continue with the    
combined company for one year after the closing of the merger will be 
extended for six months after the termination of their service.       

As a result, these executive officers and directors could be more likely to 
vote to approve, and recommend the approval of, the merger agreement and the    
merger than if they did not hold these interests.                               

If VeriSign does not successfully integrate Network Solutions or the merger's   
benefits do not meet the expectations of financial or industry analysts, the    
market price of VeriSign common stock may decline.                              

The market price of VeriSign common stock may decline as a result of the    
merger if:                                                                      

.  the integration of VeriSign and Network Solutions is unsuccessful;       

.  VeriSign is unable to market its products and services successfully to   
Network Solutions' customers;                                         

.  VeriSign does not achieve the perceived benefits of the merger as        
rapidly as, or to the extent, anticipated by financial or industry    
analysts; or                                                          

.  the effect of the merger on VeriSign's financial results is not          
consistent with the expectations of financial or industry analysts.   

Network Solutions faces risks related to the proposed merger.                   

 The announcement of the proposed merger may have a negative impact on Network
Solutions' ability to sell its services and products, attract and retain        
employees and clients, and maintain strategic relationships with third parties. 
For example, its employees may experience uncertainty about their future role   
with VeriSign until VeriSign's strategies with regards to Network Solutions'    
employees are announced or executed. The announcement may also have an adverse  
effect on Network Solutions' relationships with significant clients and         
strategic partners.                                                             

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 If the merger is successfully completed, holders of Network Solutions' common
stock will become holders of VeriSign's common stock. VeriSign's business       
differs from Network Solutions' business, and VeriSign's results of operations, 
as well as the price of VeriSign's common stock, may be affected by factors     
different than those affecting Network Solutions' results of operations and the 
price of its common stock before the merger.                                    

 While the merger agreement is in effect, subject to limited exceptions as set
forth in the merger agreement, Network Solutions is prohibited from soliciting, 
initiating, encouraging or inducing, directly or indirectly, an Acquisition     
Proposal, as that term is defined on page 68 of this document, from any third   
party.                                                                          

Failure to complete the proposed merger could adversely affect Network          
Solutions' stock price and future business and operations.                      

The merger is subject to the approval by Network Solutions' and VeriSign's  
stockholders, and regulatory agencies, and we cannot assure you that the merger 
will be successfully completed. In the event that the merger is not             
successfully completed, Network Solutions may be subject to a number of         
material risks, including the following:                                        

.  Network Solutions may be required to pay VeriSign a termination fee of   
$425 million;                                                         

.  the price of Network Solutions' common stock may decline to the extent   
that the current market price for its common stock reflects a market  
assumption that the proposed merger will be completed; and            

.  costs related to the proposed merger, such as legal, accounting, and     
 financial advisory fees and employee retention bonuses, must be paid by
Network Solutions, even if the merger is not completed.               

In addition, in the event that the merger is not completed and the Network  
Solutions board of directors determines to seek another merger or business      
combination, it may not be able to find a partner willing to pay an equivalent  
or more attractive price than that which would have been paid in the merger     
with VeriSign.                                                                  

Risk related to VeriSign's business                                             

VeriSign has a limited operating history.                                       

VeriSign was incorporated in April 1995, and began introducing its Internet 
trust services in June 1995. Accordingly, it has only a limited operating       
history on which to base an evaluation of its business and prospects. Its       
prospects must be considered in light of the risks and uncertainties            
encountered by companies in the early stages of development. These risks and    
uncertainties are often worse for companies in new and rapidly evolving         
markets. VeriSign's success will depend on many factors, including, but not     
limited to, the following:                                                      

.  the rate and timing of the growth and use of IP networks for electronic  
commerce and communications;                                          

.  the extent to which digital certificates are used for electronic         
commerce and communications;                                          

.  the continued evolution of electronic commerce as a viable means of      
conducting business;                                                  

.  the demand for VeriSign's Internet trust services;                       

.  competition levels;                                                      

.  the perceived security of electronic commerce and communications over    
Internet protocol, or IP, based networks;                             

.  the perceived security of services, technology, infrastructure and       
practices; and                                                        

.  VeriSign's continued ability to maintain its current, and enter into     
additional, strategic relationships.                                  

To address these risks VeriSign must, among other things:                   

.  successfully market its Internet trust services and its digital          
certificates to new and existing customers;                           

.  attract, integrate, train, retain and motivate qualified personnel;      
  respond to competitive developments; successfully introduce new Internet
trust services; and                                                   

.  successfully introduce enhancements to its existing Internet trust       
services to address new technologies and standards.                   

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VeriSign cannot be certain that it will successfully address any of these   
risks.                                                                          

VeriSign's business depends on the adoption of IP networks.                     

To date, many businesses and consumers have been deterred from utilizing IP 
networks for a number of reasons, including, but not limited to:                

.  potentially inadequate development of network infrastructure;            

.  security concerns including the potential for merchant or user           
impersonation and fraud or theft of stored data and information       
communicated over IP networks;                                        

.  inconsistent quality of service;                                         

.  lack of availability of cost-effective, high-speed service;              

.  limited numbers of local access points for corporate users;              

.  inability to integrate business applications on IP networks;             

.  the need to operate with multiple and frequently incompatible products;  
and                                                                   

.  a lack of tools to simplify access to and use of IP networks.            

 The adoption of IP networks will require a broad acceptance of new methods of
conducting business and exchanging information. Companies and government        
agencies that already have invested substantial resources in other methods of   
conducting business may be reluctant to adopt new methods. Also, individuals    
with established patterns of purchasing goods and services and effecting        
payments may be reluctant to change.                                            

VeriSign's market is new and evolving.                                          

VeriSign targets its Internet trust services at the market for trusted and  
secure electronic commerce and communications over IP networks. This is a new   
and rapidly evolving demand that may not continue to grow. Accordingly, the     
demand for VeriSign's Internet trust services is very uncertain. Even if the    
business for electronic commerce and communications over IP networks grows,     
VeriSign's Internet trust services may not be widely accepted. The factors that 
may affect the level of market acceptance of digital certificates and,          
consequently, VeriSign's Internet trust services, include the following:        

.  market acceptance of products and services based upon authentication     
technologies other than those VeriSign uses;                          

.  public perception of the security of digital certificates and IP         
networks;                                                             

.  the ability of the Internet infrastructure to accommodate increased      
levels of usage; and                                                  

.  government regulations affecting electronic commerce and communications  
over IP networks.                                                     

Even if digital certificates achieve market acceptance, VeriSign's Internet 
trust services may fail to address the market's requirements adequately. If     
digital certificates do not achieve market acceptance in a timely manner and    
sustain acceptance, or if VeriSign's Internet trust services in particular do   
not achieve or sustain market acceptance, its business would be harmed.         

VeriSign's quarterly operating results may fluctuate and its future revenues    
and profitability are uncertain.                                                

VeriSign's quarterly operating results have varied and may fluctuate        
significantly in the future as a result of a variety of factors, many of which  
are outside its control. These factors include the following:                   

.  continued market acceptance of VeriSign's Internet trust services;       

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.  the long sales and implementation cycles for, and potentially large      
order sizes of, some of VeriSign's Internet trust services; the timing
and execution of individual contracts;                                

.  customer renewal rates for VeriSign's Internet trust services;           

.  the timing of releases of new versions of Internet browsers or other     
third-party software products and networking equipment that include   
VeriSign's digital certificate service interface technology;          

.  the mix of VeriSign's services sold during a quarter;                    

.  VeriSign's success in marketing other Internet trust services to its     
existing customers and to new customers;                              

.  continued development of VeriSign's direct and indirect distribution     
channels, both in the U.S. and abroad;                                

.  market acceptance of VeriSign's Internet trust services or its           
competitors' products and services;                                   

.  VeriSign's ability to attract, integrate, train, retain and motivate a   
 substantial number of sales and marketing, research and development and
technical support personnel;                                          

.  VeriSign's ability to expand its operations;                             

.  VeriSign's success in assimilating the operations and personnel of any   
acquired businesses;                                                  

.  the amount and timing of expenditures related to expansion of VeriSign's 
operations;                                                           

.  the impact of price changes in VeriSign's Internet trust services or its 
competitors' products and services; and                               

.  general economic conditions and economic conditions specific to IP       
network industries.                                                   

VeriSign's limited operating history and the emerging nature of its market  
make it difficult to predict future revenues. VeriSign's expenses are based, in 
part, on its expectations regarding future revenues, and are largely fixed in   
nature, particularly in the short term. VeriSign may be unable to predict its   
future revenues accurately or to adjust spending in a timely manner to          
compensate for any unexpected revenue shortfall. Accordingly, any significant   
shortfall of revenues in relation to VeriSign's expectations could cause        
significant declines in its quarterly operating results.                        

Due to all of the above factors, VeriSign's quarterly revenues and operating
results are difficult to forecast. Therefore, VeriSign believes that period-to- 
period comparisons of its operating results will not necessarily be meaningful, 
and you should not rely upon them as an indication of future performance. Also, 
it is likely that VeriSign's operating results will fall below its expectations 
and the expectations of securities analysts or investors in some future         
quarter. If this happens, the market price of VeriSign's common stock could     
decline.                                                                        

System interruptions and security breaches could harm VeriSign's business.      

VeriSign depends on the uninterrupted operation of its secure data centers  
and its other computer and communications systems. VeriSign must protect these  
systems from loss, damage or interruption caused by fire, earthquake, power     
loss, telecommunications failure or other events beyond its control. Most of    
VeriSign's systems are located at, and most of its customer information is      
stored in, its facilities in Mountain View, California and Kawasaki, Japan,     
both of which are susceptible to earthquakes. Any damage or failure that causes 
interruptions in VeriSign's secure data centers and its other computer and      
communications systems could harm its business. In addition, VeriSign's ability 
to issue digital certificates depends on the efficient operation of the         
Internet connections from customers to its secure data centers. These           
connections depend upon efficient operation of web browsers, Internet service   
providers and Internet backbone service providers, all of which have had        
periodic operational problems or experienced outages in the past. Any of these  
problems or outages could decrease customer satisfaction.                       

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VeriSign's success also depends upon the scalability of its systems.        
VeriSign's systems have not been tested at the volumes that may be required in  
the future. Thus, it is possible that a substantial increase in demand for      
VeriSign's Internet trust services could cause interruptions in its systems.    
Any interruptions could harm VeriSign's ability to deliver its Internet trust   
services and therefore could harm its business.                                 

 Although VeriSign periodically performs, and retains accredited third parties
to perform, audits of its operational practices and procedures, it may not be   
able to remain in compliance with its internal standards or those set by third- 
party auditors. If VeriSign fails to maintain these standards, it may have to   
expend significant time and money to return to compliance and its business      
could suffer.                                                                   

VeriSign retains some confidential customer information in its secure data  
centers. It is critical to VeriSign's business strategy that its facilities and 
infrastructure remain secure and are perceived by the marketplace to be secure. 
Despite its security measures, its infrastructure may be vulnerable to physical 
break-ins, computer viruses, attacks by hackers or similar disruptive problems. 
It is possible that VeriSign may have to expend additional financial and other  
resources to address these problems. Any physical or electronic break-ins or    
other security breaches or compromises of the information stored at VeriSign's  
secure data centers may jeopardize the security of information stored on its    
premises or in the computer systems and networks of its customers. In this      
event, VeriSign could face significant liability and customers could be         
reluctant to use VeriSign's Internet trust services. This type of occurrence    
could also result in adverse publicity and therefore harm the market's          
perception of the security of electronic commerce and communications over IP    
networks as well as of the security or reliability of VeriSign's services.      

VeriSign faces significant competition.                                         

VeriSign anticipates that the market for services that enable trusted and   
secure electronic commerce and communications over IP networks will remain      
intensely competitive. VeriSign competes with larger and smaller companies that 
provide products and services that are similar to some aspects of its Internet  
trust services. VeriSign expects that competition will increase in the near     
term, and that its primary long-term competitors may not yet have entered the   
market. Increased competition could result in pricing pressures, reduced        
margins or the failure of VeriSign's Internet trust services to achieve or      
maintain market acceptance, any of which could harm its business. Several of    
VeriSign's current and potential competitors have longer operating histories    
and significantly greater financial, technical, marketing and other resources.  
As a result, VeriSign may not be able to compete effectively.                   

VeriSign may experience future losses.                                          

VeriSign has experienced substantial net losses in the past. As of December 
31, 1999, VeriSign had an accumulated deficit of approximately $47.5 million.   
VeriSign's limited operating history, the emerging nature of its market and the 
factors described under "--VeriSign's business depends on the adoption of IP    
networks" and "--VeriSign's quarterly operating results may fluctuate and its   
future revenues and profitability are uncertain," among other factors, make     
prediction of VeriSign's future operating results difficult. As a result,       
VeriSign may incur additional losses in the future. Although VeriSign's         
revenues have grown in recent periods, it may be unable to sustain this growth. 
Therefore, you should not consider its historical growth indicative of future   
revenue levels or operating results.                                            

Technological changes will affect VeriSign's business.                          

The emerging nature of the Internet and digital certificate businesses and  
their rapid evolution requires VeriSign to continually improve the performance, 
features and reliability of its Internet trust services, particularly in        
response to competitive offerings. VeriSign must also introduce any new         
Internet trust services as quickly as possible. The success of new Internet     
trust services depends on several factors, including proper new service         
definition and timely completion, introduction and market acceptance of         
VeriSign's new Internet trust                                                   

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services. VeriSign may not succeed in developing and marketing new Internet     
trust services that respond to competitive and technological developments and   
changing customer needs. This could harm VeriSign's business.                   

VeriSign must manage its growth and expansion.                                  

VeriSign's historical growth has placed, and any further growth is likely to
continue to place, a significant strain on its resources. VeriSign has grown    
from 26 employees at December 31, 1995 to 394 employees at December 31, 1999.   
VeriSign has also opened additional sales offices and has significantly         
expanded its operations, both in the U.S. and abroad, during this time period.  
VeriSign also expanded its operations by acquiring SecureIT during 1998 and, in 
January 2000 it acquired Signio and THAWTE. In addition, VeriSign will add a    
substantial number of additional employees as a result of the merger with       
Network Solutions. To be successful, VeriSign will need to implement additional 
management information systems, develop further its operating, administrative,  
financial and accounting systems and controls and maintain close coordination   
among its executive, engineering, accounting, finance, marketing, sales and     
operations organizations. Any failure to manage growth effectively could harm   
VeriSign's business.                                                            

VeriSign depends on key personnel.                                              

VeriSign depends on the performance of its senior management team and other 
key employees. VeriSign's success will also depend on its ability to attract,   
integrate, train, retain and motivate these individuals and additional highly   
skilled technical and sales and marketing personnel, both in the U.S. and       
abroad. There is intense competition for these personnel. In addition,          
VeriSign's stringent hiring practices for some of its key personnel, which      
consist of background checks into prospective employees' criminal and financial 
histories, further limit the number of qualified persons for these positions.   
VeriSign has no employment agreements with any of its key executives that       
prevent them from leaving VeriSign at any time. In addition, VeriSign does not  
maintain key person life insurance for any of its officers or key employees     
other than VeriSign's President and Chief Executive Officer. The loss of the    
services of any of VeriSign's senior management team or other key employees or  
its failure to attract, integrate, train, retain and motivate additional key    
employees could harm its business.                                              

VeriSign must establish and maintain strategic relationships.                   

One of VeriSign's significant business strategies has been to enter into    
strategic or other similar collaborative relationships to reach a larger        
customer base than it could reach through its direct sales and marketing        
efforts. VeriSign may need to enter into additional relationships to execute    
its business plan. VeriSign may not be able to enter into additional, or        
maintain its existing, strategic relationships on commercially reasonable       
terms. If VeriSign failed to do so, it would have to devote substantially more  
resources to the distribution, sale and marketing of its Internet trust         
services than VeriSign would otherwise need to do. Furthermore, as a result of  
its emphasis on these relationships, VeriSign's success in them will depend     
both on the ultimate success of the other parties to these relationships,       
particularly in the use and promotion of IP networks for trusted and secure     
electronic commerce and communications, and on the ability of these parties to  
market VeriSign's Internet trust services successfully. Failure of one or more  
of VeriSign's strategic relationships to result in the development and          
maintenance of a market for its Internet trust services could harm its          
business.                                                                       

VeriSign's existing strategic relationships do not, and any future strategic
relationships may not, afford VeriSign any exclusive marketing or distribution  
rights. In addition, the other parties may not view their relationships with    
VeriSign as significant for their own businesses. Therefore, they could reduce  
their commitment to VeriSign at any time in the future. These parties could     
also pursue alternative technologies or develop alternative products and        
services either on their own or in collaboration with others, including         
VeriSign's competitors. If VeriSign is unable to maintain its strategic         
relationships or to enter into additional strategic relationships, its business 
could suffer.                                                                   

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Some of VeriSign's Internet trust services have lengthy sales and               
implementation cycles.                                                          

 VeriSign markets many of VeriSign's Internet trust services directly to large
companies and government agencies. The sale and implementation of VeriSign's    
services to these entities typically involves a lengthy education process and a 
significant technical evaluation and commitment of capital and other resources. 
This process is also subject to the risk of delays associated with customers'   
internal budgeting and other procedures for approving large capital             
expenditures, deploying new technologies within their networks and testing and  
accepting new technologies that affect key operations. As a result, the sales   
and implementation cycles associated with some of VeriSign's Internet trust     
services can be lengthy. VeriSign's quarterly and annual operating results      
could be harmed if orders forecasted for a specific customer for a particular   
quarter are not realized.                                                       

VeriSign's Internet trust services could have unknown defects.                  

Services as complex as those VeriSign offers or develops frequently contain 
undetected defects or errors. Despite testing, defects or errors may occur in   
existing or new Internet trust services, which could result in loss of or delay 
in revenues, loss of market share, failure to achieve market acceptance,        
diversion of development resources, injury to VeriSign's reputation, tort or    
warranty claims, increased insurance costs or increased service and warranty    
costs, any of which could harm its business. Furthermore, VeriSign often        
provides implementation, customization, consulting and other technical services 
in connection with the implementation and ongoing maintenance of its Internet   
trust services and its digital certificate service agreements. The performance  
of these Internet trust services typically involves working with sophisticated  
software, computing and communications systems. VeriSign's failure or inability 
to meet customer expectations or project milestones in a timely manner could    
also result in loss of or delay in revenues, loss of market share, failure to   
achieve market acceptance, injury to its reputation and increased costs.        

Public key cryptography technology is subject to risks.                         

VeriSign's Internet trust services depend on public key cryptography        
technology. With public key cryptography technology, a user is given a public   
key and a private key, both of which are required to encrypt and decode         
messages. The security afforded by this technology depends on the integrity of  
a user's private key and that it is not stolen or otherwise compromised. The    
integrity of private keys also depends in part on the application of specific   
mathematical principles known as "factoring." This integrity is predicated on   
the assumption that the factoring of large numbers into their prime number      
components is difficult. Should an easy factoring method be developed, then the 
security of encryption products utilizing public key cryptography technology    
would be reduced or eliminated. Furthermore, any significant advance in         
techniques for attacking cryptographic systems could also render some or all of 
VeriSign's existing Internet trust services obsolete or unmarketable. If        
improved techniques for attacking cryptographic systems are ever developed,     
VeriSign would likely have to reissue digital certificates to some or all of    
its customers, which could damage its reputation and brand or otherwise harm    
its business. In the past there have been public announcements of the           
successful decoding of some types of cryptographic messages and of the          
potential misappropriation of private keys. This type of publicity could also   
hurt the public perception as to the safety of the public key cryptography      
technology included in VeriSign's digital certificates. This negative public    
perception could harm Verisign's business.                                      

VeriSign's international operations are subject to risks.                       

Revenues of VeriSign Japan and revenues from other international customers  
accounted for approximately 27% of VeriSign's revenues in 1999 and 14% of       
VeriSign's revenues in 1998. VeriSign intends to expand its international       
operations and international sales and marketing activities. Expansion into     
these markets has required and will continue to require significant management  
attention and resources. VeriSign may also need to tailor its Internet trust    
services for a particular market and to enter into international distribution   
and operating relationships. VeriSign has limited experience in localizing its  
Internet trust services and in developing international distribution or         
operating relationships. VeriSign may not succeed in expanding its Internet     
trust service offerings into international markets.                             

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Any of these factors could harm VeriSign's business. In addition, there are 
risks inherent in doing business on an international basis, including, among    
others:                                                                         

.  regulatory requirements;                                                 

.  legal uncertainty regarding liability;                                   

.  export and import restrictions on cryptographic technology and products  
incorporating that technology;                                        

.  tariffs and other trade barriers;                                        

.  difficulties in staffing and managing foreign operations;                

.  longer sales and payment cycles;                                         

.  problems in collecting accounts receivable;                              

.  difficulties of authenticating customer information;                     

.  political instability;                                                   

.  seasonal reductions in business activity; and                            

.  potentially adverse tax consequences.                                    

VeriSign has licensed to international affiliates the VeriSign Processing   
Center platform, which is designed to replicate its own secure data centers and 
allows the affiliate to offer back-end processing of Internet trust services.   
The VeriSign Processing Center platform provides these affiliates with the      
knowledge and technology to offer Internet trust services similar to those      
offered by VeriSign. It is critical to VeriSign's business strategy that the    
facilities and infrastructure used in issuing and marketing digital             
certificates remain secure and be perceived by the marketplace to be secure.    
Although VeriSign provides its affiliates with training in security and trust   
practices, network management and customer service and support, these practices 
are performed by its affiliates and are outside of its control. Any failure of  
an affiliate to maintain the privacy of confidential customer information could 
result in negative publicity and therefore damage the market's perception of    
the security of VeriSign's services as well as the security of electronic       
commerce and communication over IP networks generally. For further information, 
please see "--System interruptions and security breaches could harm VeriSign's  
business".                                                                      

All of VeriSign's international revenues from sources other than VeriSign   
Japan are denominated in U.S. dollars. If additional portions of VeriSign's     
international revenues were to be denominated in foreign currencies, it could   
become subject to increased risks relating to foreign currency exchange rate    
fluctuations.                                                                   

VeriSign could be affected by government regulation.                            

Exports of software products utilizing encryption technology are generally  
restricted by the U.S. and various non-U.S. governments. Although VeriSign has  
obtained approval to export its Global Server digital certificate service, and  
none of its other Internet trust services are currently subject to export       
controls under U.S. law, the list of products and countries for which export    
approval is required could be revised in the future to include more digital     
certificate products and related services. If VeriSign does not obtain required 
approvals it may not be able to sell specific Internet trust services in        
international markets. There are currently no federal laws or regulations that  
specifically control certificate authorities, but a limited number of states    
have enacted legislation or regulations with respect to certificate             
authorities. If the market for digital certificates grows, the U.S. federal or  
state or non-U.S. governments may choose to enact further regulations governing 
certificate authorities or other providers of digital certificate products and  
related services. These regulations or the costs of complying with these        
regulations could harm VeriSign's business.                                     

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Acquisitions could harm its business.                                           

Since January 1998, VeriSign has acquired three businesses. VeriSign may    
acquire additional businesses, technologies, product lines or service offerings 
in the future. Acquisitions involve a number of risks including, among others:  

.  the difficulty of assimilating the operations and personnel of the       
acquired businesses;                                                  

.  the potential disruption of VeriSign's business;                         

.  VeriSign's inability to integrate, train, retain and motivate key        
personnel of the acquired businesses;                                 

.  the diversion of its management from VeriSign's day-to-day operations;   

.  VeriSign's inability to incorporate acquired technologies successfully   
into its Internet trust services;                                     

.  the additional expenses associated with completing acquisitions and      
amortizing any acquired intangible assets;                            

.  the potential impairment of relationships with VeriSign employees,       
customers and strategic partners; and                                 

.  the inability to maintain uniform standards, controls, procedures and    
policies.                                                             

If VeriSign is unable to successfully address any of these risks, its       
business could be harmed.                                                       

VeriSign faces risks related to intellectual property rights.                   

 VeriSign's success depends on its internally developed technologies and other
intellectual property. Despite VeriSign's precautions, it may be possible for a 
third party to copy or otherwise obtain and use its intellectual property or    
trade secrets without authorization. In addition, it is possible that others    
may independently develop substantially equivalent intellectual property. If    
VeriSign does not effectively protect its intellectual property, its business   
could suffer.                                                                   

In the future VeriSign may have to resort to litigation to enforce its      
intellectual property rights, to protect its trade secrets or to determine the  
validity and scope of the proprietary rights of others. This type of            
litigation, regardless of its outcome, could result in substantial costs and    
diversion of management and technical resources.                                

VeriSign also licenses third-party technology, such as public key           
cryptography technology licensed from RSA and other technology that is used in  
its products, to perform key functions. These third-party technology licenses   
may not continue to be available to VeriSign on commercially reasonable terms   
or at all. VeriSign's business could suffer if it lost the rights to use these  
technologies. A third party could claim that the licensed software infringes    
any patent or other proprietary right. Litigation between the licensor and a    
third party or between VeriSign and a third party could lead to royalty         
obligations for which it is not indemnified or for which indemnification is     
insufficient, or VeriSign may not be able to obtain any additional license on   
commercially reasonable terms or at all.                                        

The loss of, or VeriSign's inability to obtain or maintain, any of these    
technology licenses could delay the introduction of VeriSign's Internet trust   
services until equivalent technology, if available, is identified, licensed and 
integrated. This could harm VeriSign's business.                                

From time to time, VeriSign has received, and may receive in the future,    
notice of claims of infringement of other parties' proprietary rights.          
Infringement or other claims could be made against VeriSign in the future. Any  
claims, with or without merit, could be time-consuming, result in costly        
litigation and diversion of technical and management personnel, cause product   
shipment delays or require VeriSign to develop non-infringing technology or     
enter into royalty or licensing agreements. Royalty or licensing agreements, if 
required, may not be available on acceptable terms or at all. If a successful   
claim of product infringement were                                              

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made against VeriSign and it could not develop non-infringing technology or     
license the infringed or similar technology on a timely and cost-effective      
basis, its business could be harmed.                                            

VeriSign has implemented anti-takeover provisions.                              

Provisions of VeriSign's Amended and Restated Certificate of Incorporation  
and Bylaws contain provisions that could make it more difficult for a third     
party to acquire VeriSign without the consent of its board of directors. These  
provisions include:                                                             

.  VeriSign's stockholders may only take action at a meeting and not by     
written consent;                                                      

.  VeriSign's board must be given advance notice regarding stockholder-     
sponsored proposals for consideration at annual meetings and for      
stockholder nominations for the election of directors;                

.  VeriSign has a classified board of directors, with the board being       
divided into three classes that serve staggered three-year terms;     

.  vacancies on the board may be filled until the next annual meeting of    
 stockholders only by majority vote of the directors then in office; and

.  special meetings of stockholders may only be called by the Chairman of   
the Board, the President or by the board, not by our stockholders.    

While VeriSign believes these provisions provide for an opportunity to      
receive a higher bid by requiring potential acquirors to negotiate with its     
board of directors, these provisions may apply even if the offer may be         
considered beneficial by some stockholders.                                     

VeriSign's stock price may be volatile.                                         

 The market price of VeriSign's common stock has fluctuated in the past and is
likely to fluctuate in the future. In addition, the market prices of securities 
of other technology companies, particularly Internet-related companies, have    
been highly volatile. Factors that may have a significant effect on the market  
price of VeriSign's common stock include:                                       

.  fluctuations in its operating results;                                   

.  announcements of technological innovations or new Internet trust         
services by VeriSign or new products or services by its competitors;  

.  analysts' reports and projections;                                       

.  regulatory actions; and                                                  

.  general market, economic or political conditions in the U.S. or abroad.  

You may not be able to resell your shares of VeriSign's common stock at or  
above its price on the date of the closing of the merger.                       

Additional Risks Related to Network Solutions                                   

Industry Risks                                                                  

Increased competition could harm Network Solutions' domain name registration    
business.                                                                       

The introduction of additional competition into the domain name registration
business could harm Network Solutions' business. This includes, in particular,  
competition among registrars within a single top level domain, such as .com,    
and competition among registrars and registries of existing and potential new   
top level domains. Network Solutions currently faces competition in the domain  
name registration business from other                                           

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registrars in the top level domains for which it acts as registry, third level  
domain name providers such as Internet access providers and registrars and      
registries of top level domains other than those top level domains for which it 
acts as registry. As of March 13, 2000, 33 accredited registrars (in addition   
to Network Solutions) in the .com, .net and .org top level domains used Network 
Solutions' shared registration system to register domain names. ICANN has       
accredited 76 additional registrars as of that date. Network Solutions expects  
these and additional accredited registrars to offer competing registration      
services in these top level domains in the near future.                         

The accredited registrars include, among others, AT&T, Alabanza, America    
Online, CORE or Internet Council of Registrars, Deutsche Telekom, France        
Telecom Oleane, iDirections, interQ, Internet Domain Registrars, Melbourne IT,  
NameSecure.com, NetBenefit, PSINet, Register.com, Talk.com and Verio. For the   
quarter ended March 31, 2000, Network Solutions registered 2.0 million net new  
second level domain names and competing accredited registrars registered 3.1    
million second level domain names.                                              

The introduction of potential new top level domains is currently an issue of
global significance. At its most recent meeting in Cairo, the ICANN Board       
requested the Names Council, a branch of the Domain Name Supporting             
Organization, or DNSO, which is primarily responsible for the consensus-        
building process of the DNSO, and its staff to prepare recommendations          
regarding the introduction of new generic top level domains, indicating that    
the ICANN Board intends to act on these topics at its Yokohama meeting on July  
15-16, 2000. The Names Council has adopted a resolution declaring that there is 
a consensus in support of creating new top level domains.                       

Future competition in the domain name registration business as a registry or
registrar could come from many different companies, including:                  

.  domain name registration resellers;                                      

.  country code registries;                                                 

.  Internet access providers; and                                           

.  major telecommunications firms.                                          

Many of these entities have core capabilities to deliver registry and/or    
registrar services, such as help desks, billing services and network            
management, along with strong name recognition and Internet industry            
experience. The recent agreements among ICANN, the Department of Commerce,      
Network Solutions and other registrars permit flexibility in pricing for and    
term of registrations. Network Solutions' revenue, therefore, could be reduced  
due to pricing pressures, bundled service offerings and variable terms          
resulting from increased competition. Some registrars and resellers in the      
.com, .net and .org top level domains are already charging lower prices for   
domain name registration services in those domains. In addition, other entities 
are bundling, and may in the future bundle, domain name registrations with      
other products or services at reduced rates or for free.                        

Issues arising from implementation of Network Solutions' agreements with ICANN  
and the Department of Commerce could harm its registration business.            

The Department of Commerce has adopted a plan for a phased transition of the
Department of Commerce's responsibilities for the domain name system to ICANN   
by September 30, 2000. Network Solutions faces risks from this transition,      
including:                                                                      

.  ICANN could adopt or promote policies, procedures or programs that are   
 unfavorable to its role in the registration of domain names or that are
inconsistent with its current or future plans;                        

.  The Department of Commerce or ICANN could terminate Network Solutions'   
agreements to be the registry and/or a registrar in the .com, .net and
.org top level domains if they find that it is in violation of its    
agreements with them;                                                 

.  If Network Solutions does not separate ownership of its registry and     
registrar by May 2001 in accordance with the registry agreement, the  
term of the registry agreement will expire in November 2003 and it may
not be chosen as the successor registry;                              

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.  The terms of the registrar accreditation contract could change, as a     
result of an ICANN-adopted policy, in a manner that is unfavorable to 
Network Solutions;                                                    

.  The Department of Commerce's or ICANN's interpretation of provisions of  
its agreements with either of them described above could differ from  
Network Solutions';                                                   

.  The Department of Commerce could revoke its recognition of ICANN, as a   
  result of which the Department of Commerce would take the place of ICANN
for purposes of the various agreements described above, and could take
actions that are harmful to Network Solutions;                        

.  ICANN may approve new top level domains and Network Solutions may not be 
selected to act as a registrar or registry with respect to those top  
level domains;                                                        

.  The U.S. Government could refuse to transfer certain responsibilities    
for domain name system administration to ICANN due to security,       
stability or other reasons, resulting in fragmentation or other       
instability in domain name system administration; and                 

.  Network Solutions' registry business could face legal or other           
challenges resulting from the activities of registrars.               

Challenges to ongoing privatization of Internet administration could harm       
Network Solutions' registration business.                                       

Risks Network Solutions faces from challenges by third parties, including   
other domestic and foreign governmental authorities, to its role in the ongoing 
privatization of the Internet include:                                          

.  Legal, regulatory or other challenges, including challenges to the       
agreements governing its relationship with, or to the legal authority 
underlying the roles and actions of, the Department of Commerce, ICANN
and/or Network Solutions, could be brought;                           

.  Congress has held two hearings in which various issues about the domain  
name system have been raised and Congress could take action that is   
unfavorable to Network Solutions;                                     

.  Congress has issued a Conference Report directing the General Accounting 
  Office to review the relationship between the Department of Commerce and
ICANN and the adequacy of security arrangements under existing        
Department of Commerce cooperative agreements. An adverse report could
cause Congress to take action that is unfavorable to Network Solutions
or the stability of the domain name system;                           

.  ICANN could fail to maintain legitimacy resulting in instability in      
domain name system administration; and                                

.  Some foreign governments, governmental authorities and international     
authorities have in the past disagreed with, and may in the future    
disagree with, the actions, policies or programs of ICANN, the U.S.   
Government and Network Solutions relating to the domain name system.  
These foreign governments, governmental authorities or international  
authorities may take actions or adopt policies or programs that are   
harmful to Network Solutions' business.                               

Network Solutions depends on future growth of the Internet and Internet         
infrastructure.                                                                 

Network Solutions' future success substantially depends on the continued    
growth in the use of the Internet. If the use of and interest in the Internet   
does not continue to grow, Network Solutions' business would be harmed.         
Continued growth of the Internet could be slowed by:                            

.  inadequate infrastructure,                                               

.  lack of availability of cost-effective, high speed systems and service,  

.  delays in developing or adopting new standards and protocols to handle   
increased levels of Internet activity or                              

.  government regulation.                                                   

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Network Solutions relies on third parties who maintain and control root zone    
and top level domain zone servers.                                              

Network Solutions currently administers and operates only two of the 13 root
zone servers and four top level domain zone servers. The others are             
administered and operated by independent operators on a volunteer basis.        
Because of the importance to the functioning of the Internet of these root zone 
servers and top level domain zone servers, Network Solutions' registration      
business could be harmed if these volunteer operators fail to properly maintain 
these servers or abandon these servers.                                         

Further, Network Solutions' registration business could be harmed if any of 
these volunteer operators fail to include or provide accessibility to the data  
that it maintains in the root zone servers and the top level domain zone        
servers that it controls.                                                       

In the event and to the extent that ICANN is authorized to set policy with  
regard to an authoritative root server system, as provided in the registry      
agreement, it is required to ensure that the authoritative root will point to   
the top level domain zone servers designated by it. If ICANN does not do this,  
Network Solutions' business could be harmed.                                    

Network Solutions relies on Internet service providers.                         

Network Solutions' registration business could be harmed if a significant   
number of Internet service providers decided not to route Internet              
communications to or from domain names registered by it or if a significant     
number of Internet service providers decided to provide routing to a set of     
domain name servers that did not point to its top level domain zone servers.    

Network Solutions Business Risks                                                

Network Solutions' near term success depends on the growth of its domain name   
registration business.                                                          

Network Solutions may not be able to sustain the revenue growth it has      
experienced in recent periods. In addition, past revenue growth may not be      
indicative of future operating results. If Network Solutions does not           
successfully maintain its current position as a leading provider of domain name 
registration services or develop or market additional value-added products and  
services, its business could be harmed.                                         

Network Solutions' domain name registration services business generates over
90% of its revenue and is expected to continue to account for a very            
significant portion of total revenue in at least the near term. Its future      
success will depend largely on:                                                 

.  the continued increase in domain name registrations,                     

.  re-registration rates of its customers,                                  

.  its ability to maintain its current position as a leading registrar of   
domain names,                                                         

.  the successful development, introduction and market acceptance of new    
services that address the demands of Internet users,                  

.  its ability to provide robust domain name registration systems, and      

.  its ability to provide a superior customer service infrastructure as a   
registry and registrar.                                               

The contractual requirement that Network Solutions provide bulk access to   
customer data could hurt its ability to market and sell other value-added       
services in addition to domain name registration services.                      

System failure or interruption, security breaches or Network Solutions' failure 
to meet increasing demands on its systems could harm its business.              

Any significant problem, including any security breach, with Network        
Solutions' systems or operations could result in lost revenue, customer         
dissatisfaction or lawsuits against it. A failure in the operation of its       

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registration systems or other events could result in deletion of one or more    
domain names from the Internet for a period of time. A failure in the operation 
of its shared registration system could result in the inability of one or more  
other registrars to register and maintain domain names for a period of time. A  
failure in the operation or update of the master database that Network          
Solutions maintains could result in deletion of one or more top level domains   
from the Internet and the discontinuation of second level domain names in those 
top level domains for a period of time. The inability of Network Solutions'     
registrar systems, including its back office billing and collections            
infrastructure, and telecommunications systems to meet the demands of the       
increasing number of domain name registration requests and corresponding        
customer e-mails and telephone calls, including speculative, otherwise abusive  
and repetitive e-mail domain name registration and modification requests, could 
result in substantial degradation in its customer support service and its       
ability to process, bill and collect registration requests in a timely manner.  

Network Solutions recently completed a physical separation of its registrar 
and registry computer systems and has run the operations of its new systems     
separately for only a limited time. Any data integrity, non-compatibility or    
other issues that may arise from this separation could materially harm its      
business.                                                                       

Network Solutions' operations depend on its ability to maintain its computer
and telecommunications equipment in effective working order and to reasonably   
protect its systems against interruption and potentially on such maintenance    
and protection by other registrars in the shared registration system. The root  
zone servers and top level domain zone servers that Network Solutions operates  
are critical hardware to its operations. Interruptions could result from:       

.  fire, natural disaster, sabotage, power loss, telecommunications         
failure, human error or similar events,                               

.  computer viruses, hackers or similar disruptive problems caused by       
employees, customers or other Internet users, and                     

.  systems strain caused by the growth of its customer base and its         
inability to sufficiently maintain or upgrade its systems.            

Network Solutions must attract, integrate, train and retain key personnel       
knowledgeable about its business.                                               

Network Solutions faces intense competition for the limited supply of people
qualified to work for it. Network Solutions' future success depends on the      
continued service of key engineering, sales, marketing, executive and           
administrative personnel, and its ability to identify, attract, hire,           
integrate, train and retain such personnel. Competition for engineering, sales, 
marketing and executive personnel is intense, particularly in the technology    
and Internet sectors and in the regions where its facilities are located.       
Network Solutions may be unable to retain existing personnel or attract, hire   
or retain additional qualified personnel. The loss of the services of any of    
its senior management team or other key employees or its failure to attract,    
integrate, train and retain additional key employees could harm its business.   

Network Solutions must effectively manage its marketing organization and        
establish and maintain distribution channels.                                   

Network Solutions will need to effectively manage its growing sales and     
marketing organization if it wants to achieve future revenue growth. Network    
Solutions may not be able to identify, attract and retain experienced sales and 
marketing personnel with relevant experience. Further, its sales and marketing  
organization may not be able to successfully compete against the significantly  
more extensive and well-funded sales and marketing operations of its current or 
potential competitors for registration or Internet technology services.         

Network Solutions' ability to achieve future revenue growth will also depend
on its ability to continue to establish direct sales channels and to develop    
multiple distribution channels. To do this it must maintain relationships with  
Internet access providers and other third parties.                              

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Network Solutions has a high level of uncollectible receivables.                

Because of its high level of uncollectible receivables, Network Solutions   
continually reviews its billing practices. Any modifications that it may        
implement as a result of these reviews, including prepayment or other           
reasonable assurance of payment for new registration orders could have          
unanticipated harmful consequences to its business. Network Solutions has       
recently implemented a prepayment or reasonable assurance of payment terms      
billing practice as required by its agreements with ICANN. Network Solutions    
believes it has experienced a high level of uncollectible receivables due to,   
among other factors, the large number of individuals and corporations that have 
registered multiple domain names with the apparent intention of transferring    
such names at a profit. Network Solutions' experience has been that such        
speculative resellers have a greater tendency than other customers to default   
on their services fees. Network Solutions has established a provision for       
uncollectible accounts that it believes to be adequate to cover anticipated     
uncollectible receivables; however, actual results could differ from its        
estimates.                                                                      

Network Solutions is party to legal proceedings that could have a negative      
financial impact on it.                                                         

Network Solutions is involved in a number of legal proceedings. It cannot   
reasonably estimate the potential impact of any of these proceedings. On March  
15, 2000, a group of eight plaintiffs filed suit against the U.S. Department of 
Commerce, the National Science Foundation and Network Solutions in the United   
States District Court for the Northern District of California challenging under 
Article I, Section 8 and the Fifth Amendment of the U.S. Constitution, the      
Independent Offices Appropriations Act (31 U.S.C. (S) 9701), the Administrative 
Procedures Act, the Sherman Act, and the California Unfair Competition Act, (S) 
17200, the lawfulness of the registration fees that Network Solutions was       
authorized to charge for domain name registrations from September 1995 to       
November 1999. The suit purports to be brought on behalf of all domain name     
registrants who paid registration fees during that period and seeks             
approximately $1.7 billion in damages. Network Solutions successfully defended  
itself in a similar action and believes that this complaint also lacks merit.   
Network Solutions intends to vigorously defend itself in response to this       
action. For a more detailed description of this matter, see "Item 3. Legal      
Proceedings" in Network Solutions' annual report on Form 10-K for the fiscal    
year ended December 31, 1999, which is incorporated by reference in this        
document. An adverse determination in this case or any other of these           
proceedings, however, could harm Network Solutions' business. Legal proceedings 
in which it is involved are expensive and divert the attention of its           
personnel.                                                                      

Network Solutions may not be able to protect its intellectual property rights   
and proprietary information or it may be subject to claims of infringement of   
third party intellectual property rights.                                       

Network Solutions relies on a combination of nondisclosure and other        
contractual arrangements with the U.S. Government, its employees, and third     
parties, as well as copyright, privacy and trade secret laws, to protect and    
limit the distribution of its proprietary data, computer software,              
documentation, and processes used in conducting its domain name registration    
and other businesses. If Network Solutions fails to adequately protect its      
intellectual property rights and proprietary information, or if it is subject   
to adverse results in litigation relating to its intellectual property rights   
and proprietary information, its business could be harmed. Any actions it takes 
may not be adequate to protect its intellectual property rights and proprietary 
information. Other companies may develop competing technology that is similar   
or superior to its technology. Although Network Solutions has no reason to      
believe that its domain name registration business activities infringe on the   
intellectual property rights of others, and it believes that it has all rights  
needed to conduct its business, it is possible that it could become subject to  
claims alleging infringement of third party intellectual property rights. Any   
of these claims could subject it to costly litigation, and any adverse final    
rulings on any of these claims could require it to pay damages, seek to develop 
alternative technology, and/or seek to acquire licenses to the intellectual     
property that is the subject of any alleged infringement, and any rulings not   
in its favor could harm its business.                                           

In addition, legal standards relating to the validity, enforceability, and  
scope of protection of intellectual property rights in Internet-related         
businesses are uncertain and still evolving. Because of the growth of the       

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Internet and Internet related businesses, patent applications are continuously  
and simultaneously being filed in connection with Internet-related technology.  
There are a significant number of U.S. and foreign patents and patent           
applications in its areas of interest, and Network Solutions believes that      
there has been, and is likely to continue to be, significant litigation in the  
industry regarding patent and other intellectual property rights.               

Future acquisitions and investments could decrease operating income, cause      
operational problems or otherwise disrupt Network Solutions' business.          

Network Solutions evaluates potential acquisitions and investments on an    
ongoing basis for various reasons including, among others, diversification of   
its domain name registration services and Internet technology services          
businesses. Network Solutions' acquisition and investment strategy poses many   
risks, including:                                                               

.  it may not be able to compete successfully for available acquisition or  
investment candidates, complete future acquisitions and investments or
accurately estimate the financial effect on it of any businesses it   
acquire or investments it make;                                       

.  future acquisitions and investments may require it to spend significant  
cash amounts or may decrease its operating income;                    

.  it may have trouble integrating the acquired business and retaining      
personnel;                                                            

.  acquisitions or investments may disrupt its business and distract its    
management from other responsibilities;                               

.  to the extent that any of the companies that it acquires or in which it  
invests fail, its business could be harmed; and                       

.  it may not identify appropriate acquisition or investment targets.       

Network Solutions faces increasing risks associated with its international      
business.                                                                       

While substantially all of Network Solutions' operations, facilities, and   
personnel are located within the United States, its revenues from sources       
outside the United States have increased significantly and may continue to      
increase in the future. As a result, Network Solutions is subject to the risks  
of conducting business internationally, including unexpected changes in         
regulatory requirements, competition from foreign companies, fluctuations in    
the U.S. dollar, tariffs and other barriers and restrictions and the burdens of 
complying with a variety of foreign laws. Network Solutions does not know what  
the impact of such regulatory, geopolitical and other factors will be on its    
business in the future or if it will have to modify its business practices. In  
addition, the laws of certain foreign countries may not protect its proprietary 
rights to the same extent as do the laws of the United States.                  

Network Solutions' quarterly operating results may fluctuate; its future        
revenue and profitability are uncertain.                                        

 Network Solutions' quarterly operating results may fluctuate significantly in
the future due to a variety of factors, some of which are beyond its control.   
Factors that may affect its revenue include:                                    

.  variations in the number of requests for domain name registrations or    
demand for its services;                                              

.  successful competition by others;                                        

.  termination or completion of contracts in its Internet technology        
services business or failure to obtain additional contracts in that   
business; and                                                         

.  market acceptance of new service offerings.                              

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In addition, Network Solutions expects a significant increase in its    
operating expenses as it:                                             

.  increases its sales and marketing operations and activities; and         

.  continues to update its systems and infrastructure.                      

If the increase in Network Solutions' expenses is not followed by a         
corresponding increase in its revenue, its operating results will suffer. The   
fact that in the past Network Solutions' revenue has increased and it has been  
profitable on a quarterly and annual basis is not indicative of whether its     
revenue will increase or whether it will be profitable on a quarterly or annual 
basis in the future.                                                            

Investment Risks                                                                

Network Solutions' stock price, like that of many Internet companies, is highly 
volatile.                                                                       

 The market price of its common stock has been and is likely to continue to be
highly volatile and significantly affected by factors such as:                  

.  general market and economic conditions and market conditions affecting   
technology and Internet stocks generally,                             

.  actual or anticipated fluctuations in its quarterly or annual            
registrations or operating results,                                   

.  announcements of technological innovations, acquisitions or investments, 
developments in Internet governance or corporate actions such as stock
splits, and                                                           

.  industry conditions and trends.                                          

The stock market has experienced significant price and volume fluctuations  
that have particularly affected the market prices of the stocks of technology   
companies, especially Internet-related companies. These broad market or         
technology or Internet sector fluctuations may adversely affect the market      
price of Network Solutions common stock. Recently, the market price of its      
common stock, like that of many Internet-related companies, has experienced     
significant fluctuations. For instance, between January 1, 1999, and May 3,     
2000, the reported last sale price for its split-adjusted common stock ranged   
from $25.88 per share to $247.25 per share. On May 3, 2000, the reported last   
sale price of its split-adjusted common stock was $135.19 per share.            

The market price of Network Solutions common stock also has been and is     
likely to continue to be significantly affected by expectations of analysts and 
investors. Reports and statements of analysts do not necessarily reflect its    
views. The fact that Network Solutions has in the past met or exceeded analyst  
or investor expectations does not necessarily mean that it will do so in the    
future.                                                                         

In the past, securities class action lawsuits have often followed periods of
volatility in the market price of a particular company's securities. This type  
of litigation could result in substantial costs and a diversion of its          
management's attention and resources.                                           

Future issuances or sales of common stock could cause Network Solutions' stock  
price to decrease.                                                              

Network Solutions may in the future issue shares of common stock in         
connection with acquisitions or other strategic investments. Also, SAIC Venture 
Capital owns 16,300,000 shares of Network Solutions common stock. A decision by 
Network Solutions to issue shares of common stock or by SAIC Venture Capital or 
other stockholders to sell its common stock could depress the market price of   
the common stock.                                                               

SAIC may maintain significant influence over Network Solutions.                 

 SAIC Venture Capital owns approximately 23% of Network Solutions common stock
and is its largest stockholder. Matters requiring approval by its stockholders, 
including the election of members of its board of                               

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directors, changes in the size and composition of the board of directors and a  
change in control, may need the approval of SAIC Venture Capital to be          
effected. Network Solutions does not have an agreement with either SAIC or SAIC 
Venture Capital that restricts SAIC Venture Capital's rights to distribute or   
sell its shares of common stock.                                                

Some of Network Solutions' directors may have conflicts of interest.            

Some of the directors of Network Solutions currently serve as directors,    
officers and employees of SAIC and other companies, including Stratton D.       
Sclavos, who serves as Chief Executive Officer and President of VeriSign.       
Therefore, there may be various conflicts of interest or conflicting duties for 
these individuals. Since its directors and officers may also own stock of those 
companies, there may be conflicts of interest when directors and officers are   
faced with decisions that could have different implications for Network         
Solutions and those companies. SAIC Venture Capital has agreed to vote its      
shares in favor of the approval and adoption of the merger with VeriSign and    
against approval of any proposal made in opposition to or in competition with   
the consummation of the merger.                                                 

Network Solutions relies on SAIC for corporate services and employee benefits.  

Network Solutions currently receives corporate services under an agreement  
with SAIC. If SAIC were to terminate these services, Network Solutions might    
not be able to secure alternative sources for such services or such services    
might only be available to it at prices higher than those charged by SAIC.      

Network Solutions employees are currently eligible to participate in some of
SAIC's employee benefit plans through the end of calendar year 2000. However,   
since SAIC now indirectly owns less than 50% of its common stock, Network       
Solutions will have to establish certain employee benefit plans of its own that 
could result in incremental costs to it.                                        

Network Solutions' certificate of incorporation contains provisions relating to 
SAIC that may adversely affect it or its stockholders.                          

Network Solutions' certificate of incorporation includes provisions relating
to competition by SAIC with it, allocations of corporate opportunities,         
transactions with interested parties and intercompany agreements and provisions 
limiting the liability of certain people. It is unclear whether such provisions 
are enforceable under Delaware corporate law. Network Solutions' certificate of 
incorporation provides that any person purchasing or acquiring an interest in   
shares of its capital stock shall be deemed to have consented to the provisions 
in the certificate of incorporation relating to competition with SAIC,          
conflicts of interest, corporate opportunities and intercompany agreements, and 
such consent may restrict such person's ability to challenge transactions       
carried out in compliance with such provisions. The corporate charter of SAIC   
does not include similar provisions. Therefore, persons who are directors       
and/or officers of Network Solutions and who are also directors and/or officers 
of SAIC may choose to take action in reliance on such provisions rather than    
act in a manner that might be favorable to it but adverse to SAIC.              

This prospectus/proxy statement contains and incorporates by reference      
forward-looking statements within the safe harbor provisions of the Private     
Securities Litigation Reform Act. Forward-looking statements are based on       
current expectations that involve a number of uncertainties, including those    
disclosed in the risk factors above. Actual results could differ materially     
from those projected in the forward-looking statements.                         

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THE VERISIGN MEETING

Date, time, place and purpose of VeriSign's meeting                             

The annual meeting of stockholders of VeriSign will be held at 9:00 a.m.,   
Pacific time, on June 8, 2000 at VeriSign's headquarters located at 1350        
Charleston Road, Mountain View, California 94043-1331. At the meeting,          
stockholders at the close of business on May 3, 2000 will be asked:             

1. To approve the issuance of shares of VeriSign common stock in the    
merger. The merger agreement is attached as Annex A to this                 
prospectus/proxy statement.                                                 

2. To approve an amendment to VeriSign's certificate of incorporation   
increasing the authorized number of shares of common stock to               
1,000,000,000. The amendment is attached as Annex G to this                 
prospectus/proxy statement.                                                 

 3. To approve an amendment to VeriSign's bylaws to increase the number of
board members from six to nine, or to another number as the board may       
approve. The amendment is attached as Annex H to this proxy                 
statement/prospectus.                                                       

4. To elect two directors of VeriSign, consisting of two Class II       
directors each to serve a three-year term, or until his successor has been  
elected and qualified or until his earlier resignation or removal.          
VeriSign's board of directors intends to present the following nominees for 
election as directors:                                                      

Class II Directors                                                    
------------------                                                    
Kevin R. Compton                                                      
David J. Cowan                                                        

5. To approve an amendment to VeriSign's 1998 Equity Incentive Plan to  
increase the number of shares reserved for issuance under this plan by an   
aggregate of 10,000,000 shares.                                             

6. To approve an amendment to VeriSign's 1998 Employee Stock Purchase   
Plan to increase the number of shares reserved for issuance under this plan 
by an aggregate of 500,000 shares and to provide for an automatic annual    
increase in the shares reserved under the plan in an amount equal to 1% of  
the outstanding shares of VeriSign common stock.                            

 7. To approve an amendment to VeriSign's 1998 Directors Stock Option Plan
to increase the number of shares reserved for issuance under this plan by   
an aggregate of 250,000 shares.                                             

 8. To ratify the selection of KPMG LLP as VeriSign's independent auditors
for the year ending December 31, 2000.                                      

9. To transact any other business that may properly come before the     
VeriSign meeting or any adjournment.                                        

Record date and outstanding shares                                              

Only holders of record of VeriSign common stock at the close of business on 
the record date are entitled to notice of and to vote at the meeting. As of the 
close of business on April 28, 2000, there were 115,406,231 shares of VeriSign  
common stock outstanding and entitled to vote, held of record by approximately  
502 stockholders, although VeriSign has been informed that there are in excess  
of 140,000 beneficial owners.                                                   

Vote required                                                                   

Holders of VeriSign's common stock are entitled to one vote for each share  
held as of the record date.                                                     

Approval of amendment to certificate of incorporation and amendment of bylaws.

 Approval of the amendment to VeriSign's certificate of incorporation requires
the affirmative vote of a majority of the outstanding shares of VeriSign common 
stock as of the record date.                                                    

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Approval of the amendment to VeriSign's bylaws requires the affirmative vote
of a majority of the outstanding shares of VeriSign common stock as of the      
record date.                                                                    

Election of directors.                                                        

With respect to proposal no. 4, two Class II directors will be elected by a 
plurality of the votes of the shares of common stock present in person or       
represented by proxy at the meeting and voting on the election of directors.    
Holders of VeriSign's common stock are not entitled to cumulative voting.       

Issuance of shares in the merger.                                             

Approval of the issuance of shares in merger with Network Solutions requires
the affirmative vote of a majority of the total voting power of the shares of   
VeriSign common stock represented in person or by proxy at the meeting and      
entitled to vote on the proposal.                                               

Other proposals                                                               

Approval of each of the other proposals requires the affirmative vote of a  
majority of the total voting power of the shares of VeriSign common stock       
represented in person or by proxy at the meeting and entitled to vote on the    
proposal.                                                                       

Share ownership of management and certain stockholders                          

On April 28, 2000, directors, executive officers and affiliates of VeriSign 
as a group beneficially owned 6,629,728 shares of VeriSign common stock. These  
shares constituted approximately 5.7% of all of the outstanding VeriSign common 
stock, as of the record date.                                                   

Votes Needed for a Quorum, Effect of Abstentions and Broker Non-Votes           

A majority of the shares of common stock outstanding on the record date will
constitute a quorum for the transaction of business. Abstentions will be        
included in determining the number of shares present and voting at the meeting  
and will have the same effect as votes against proposals nos. 2, 3, 4, 5, 6, 7  
and 8. Since the required vote of holders of common stock to approve proposal   
no. 1 is based on the total number of shares outstanding, a broker non-vote     
will have the same effects as a vote against proposal no. 1. Broker non-votes   
will have no effect on any of the other proposals.                              

Expenses of proxy solicitation                                                  

VeriSign will pay the expenses of soliciting proxies to be voted at the     
meeting. Following the original mailing of the proxies and other soliciting     
materials, VeriSign or its agents may also solicit proxies by mail, telephone,  
telegraph or in person. VeriSign retained Georgeson & Company Inc. to aid in    
the solicitation of proxies and to verify records relating to the               
solicitations. Georgeson & Company Inc. will receive customary fees and expense 
reimbursement for these services. Following the original mailing of the proxies 
and other soliciting materials, VeriSign will request that brokers, custodians, 
nominees and other record holders of VeriSign shares forward copies of the      
proxy and other soliciting materials to persons for whom they hold shares and   
request authority for the exercise of proxies. In these cases, VeriSign will    
reimburse the record holders for their reasonable expenses if they ask VeriSign 
to do so.                                                                       

Voting of proxies                                                               

 The proxy accompanying this prospectus/proxy statement is solicited on behalf
of the VeriSign board of directors for use at the meeting. Please complete,     
date and sign the accompanying proxy and promptly return it in the enclosed     
envelope or otherwise mail it to VeriSign. All properly signed proxies that     
VeriSign receives                                                               

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prior to the vote at the meeting and that are not revoked will be voted at the  
meeting according to the instructions indicated on the proxies or, if no        
direction is indicated, to approve the issuance of VeriSign stock in the        
merger. A proxy may be revoked by any of the following methods:                 

.  a written instrument delivered to VeriSign stating that the proxy is     
revoked;                                                              

.  a subsequent proxy that is signed by the person who signed the earlier   
proxy and is presented at the meeting; or                             

.  attendance at the VeriSign meeting and voting in person.                 

Please note, however, that if a stockholder's shares are held of record by a
broker, bank or other nominee and that stockholder wishes to vote at the        
VeriSign meeting, the stockholder must bring to the meeting a letter from the   
broker, bank or other nominee confirming that stockholder's beneficial          
ownership of the shares.                                                        

VeriSign's board of directors does not know of any matter that is not       
referred to herein to be presented for action at the meeting. If any other      
matters are properly brought before the meeting, the persons named in the       
proxies will have discretion to vote on those matters in accordance with their  
best judgment.                                                                  

No appraisal rights                                                             

Holders of VeriSign common stock are not entitled to dissenters' rights or  
appraisal rights with respect to any of the proposals to be considered at the   
meeting.                                                                        

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THE NETWORK SOLUTIONS MEETING 

Date, time and place                                                            

Time and Place:                                                             

June 8, 2000                                                                

10:00 a.m., Eastern Standard Time                                           

Westfield's Marriott                                                        
14750 Conference Center Drive                                               
Chantilly, Virginia 20151                                                   

Purpose of Meeting Is to Vote on the Following Items:                         

.  the approval and adoption of the merger and the merger agreement, and    

.  any other matters properly brought before the Network Solutions special  
meeting, including the approval of any adjournment of the meeting.    

Notice Requirements. The Network Solutions bylaws provide that no business  
may be transacted at the Network Solutions special meeting unless it is set     
forth in the notice of the Network Solutions special meeting.                   

Recommended Action. The Network Solutions board of directors:               

.  has approved the merger and the merger agreement,                        

.  believes that the terms of the merger are fair to, and in the best       
interests of, Network Solutions' stockholders, and                    

.  recommends that the Network Solutions stockholders vote FOR approval and 
adoption of the merger and merger agreement.                          

Record Date. The record date for shares entitled to vote is May 3, 2000.    

Outstanding Shares Held on Record Date. As of the record date, there were   
72,390,469 outstanding shares of Network Solutions common stock.                

Shares Entitled to Vote. Only holders of record of Network Solutions common 
stock on the record date are entitled to receive notice of and to vote at the   
Network Solutions special meeting, and any adjournment or postponement.         

You will have one vote for each share you owned on the record date for the  
Network Solutions special meeting.                                              

Quorum Requirement. A quorum of stockholders is necessary to hold a valid   
meeting. The presence, in person or by proxy, of the holders of shares          
representing a majority of the outstanding shares of Network Solutions common   
stock is a quorum.                                                              

Abstentions and broker non-votes count as present at the special meeting for
establishing a quorum.                                                          

A broker non-vote occurs with respect to any proposal when a broker is not  
permitted to vote on that proposal without instruction from the beneficial      
owner of the shares and no instruction is given.                                

Shares Beneficially Owned by Network Solutions Directors and Executive      
Officers as of the Record Date. On April 28, 2000, directors and executive      
officers of Network Solutions and their affiliates beneficially owned, and were 
entitled to vote, 703,747 shares of Network Solutions common stock, or          
approximately 1% of the outstanding shares.                                     

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Vote Necessary to Approve the Merger. A majority of the total votes         
represented by the outstanding shares of Network Solutions common stock on the  
record date are necessary to approve the merger. Broker non-votes and           
abstentions have the same effect as a vote against the merger.                  

Voting of Proxies                                                               

The proxy accompanying this prospectus/proxy statement is solicited on      
behalf of the Network Solutions board of directors for use at the meeting. You  
may vote in person at the Network Solutions meeting or by proxy. Network        
Solutions recommends that you vote by proxy even if you plan to attend the      
meeting. You can always change your vote at the meeting.                        

How to Vote by Proxy                                                        

Voting instructions are included on the proxy accompanying this             
prospectus/proxy statement. If you properly give your proxy and submit it to    
Network Solutions in time to vote, one of the individuals named as your proxy   
will vote your shares as you have directed. You may vote for or against the     
proposals or abstain from voting. Please complete, sign, date and return the    
accompanying proxy in the enclosed envelope. If you submit your proxy but do    
not make specific choices, your proxy will follow the board's recommendations   
and vote your shares FOR the proposal.                                          

Revoking Your Proxy. You may revoke your proxy before it is voted by:       

.  notifying Network Solutions' Secretary in writing before the meeting     
  that you have revoked your proxy (contact Network Solutions, 505 Huntmar
Park Drive, Herndon, Virginia 20170-5139, Fax: (703) 742-0065,        
Attention: Secretary);                                                

.  submitting a new proxy with a later date; or                             

.  voting in person at the meeting.                                         

Voting in person. If you plan to attend the meeting and wish to vote in     
person, Network Solutions will give you a ballot at the meeting. You should     
realize that attendance at a stockholders meeting, however, will not in and of  
itself constitute a revocation of a proxy.                                      

Effect of Abstaining. You may abstain from voting on each of the proposals  
required for approval of the merger. If you mark your proxy "ABSTAIN" with      
respect to the proposal, you will be in effect voting against that proposal.    
In addition, if you fail to send in your proxy, this, too, will have the same   
negative effect.                                                                

Broker Non-Vote. If you are a Network Solutions' stockholder and your broker
holds shares in its name, the broker cannot vote your shares on the proposal    
without your instructions. This is a "broker non-vote." A "broker non-vote"     
with respect to the proposal will have the effect of a vote against the         
proposal.                                                                       

Confidential voting. Independent inspectors count the votes. Your individual
vote is kept confidential from Network Solutions, unless special circumstances  
exist. For example, a copy of your proxy will be sent to Network Solutions if   
you write comments on your proxy.                                               

Proxy solicitation. Network Solutions will pay its own costs of soliciting  
proxies. Network Solutions retained ChaseMellon Shareholder Services LLC, to    
aid in the solicitation of proxies and to verify records relating to the        
solicitations. ChaseMellon will receive customary fees and expense              
reimbursement for these services. The extent to which these proxy soliciting    
efforts will be necessary depends entirely upon how promptly proxies are        
received. You should send in your proxy by mail, telephone or the Internet      
without delay. Network Solutions also reimburses brokers and other custodians,  
nominees and fiduciaries for their expenses in sending these materials to you   
and getting your voting instructions.                                           

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Do not send in any stock certificates with your proxy. The exchange agent   
will mail transmittal forms with instructions for the surrender of stock        
certificates for Network Solutions common shares to former Network Solutions'   
stockholders as soon as practicable after the completion of the merger.         

Other Business; Adjournments                                                    

Network Solutions is not currently aware of any other business to be acted  
upon at the Network Solutions special meeting. If, however, any other matters   
are properly brought before the meeting, or any adjourned meeting, the persons  
named in the enclosed form of proxy, and acting under that proxy, will have     
discretion to vote or act on those matters in accordance with their best        
judgment, including to adjourn the meeting.                                     

Adjournments may be made for the purpose of, among other things, soliciting 
additional proxies. Any adjournment may be made from time to time by approval   
of the holders of shares representing a majority of the votes present in person 
or by proxy at the meeting, whether a quorum exists, without further notice     
other than by an announcement at the meeting. Network Solutions does not        
currently intend to seek an adjournment of its meeting.                         

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THE MERGER AND RELATED TRANSACTIONS 

This section of the prospectus/proxy statement describes certain aspects of 
the proposed merger and the merger agreement. While we believe that the         
description covers the material terms of the merger and the related             
transactions, this summary may not contain all of the information that is       
important to you. You should read this entire document and the other documents  
we refer to carefully for a more complete understanding of the merger. In       
addition, we incorporate important business and financial information about     
each of us into this prospectus/proxy statement by reference. See "Documents    
Incorporated by Reference in this Prospectus/Proxy Statement". You may obtain   
the information incorporated by reference into this prospectus/proxy statement  
without charge by following the instructions in the section entitled "Where You 
Can Find More Information".                                                     

Background of the merger                                                        

From time to time during 1998 and 1999, the management teams of VeriSign,   
Network Solutions and SAIC had exploratory discussions regarding the            
possibility of a business relationship or strategic transaction between         
VeriSign and Network Solutions. None of the discussions resulted in a strategic 
relationship between the two companies and both companies determined that they  
would independently pursue other transactions.                                  

From early February through February 23, 2000, Mr. Stratton D. Sclavos,     
President and Chief Executive Officer of VeriSign had independent discussions   
with representatives of Network Solutions about the possibility of a VeriSign   
acquisition of a portion or all of Network Solutions. It was determined that a  
partial acquisition of Network Solutions was not feasible.                      

From February 25, 2000 to March 1, 2000, representatives of the parties held
further discussions at which general valuation and other issues relating to a   
potential business combination between VeriSign and Network Solutions were      
discussed.                                                                      

On March 2, 2000, a meeting was held to discuss valuation and other issues  
relating to a potential business combination. Various representatives of the    
parties, as well as representatives from Morgan Stanley and J.P. Morgan         
attended the meeting. The parties also discussed principal terms of a potential 
merger.                                                                         

On March 3, 2000, VeriSign's legal counsel sent to Network Solutions' legal 
counsel a draft merger agreement and ancillary agreements. The terms of the     
merger agreement and other agreements were negotiated by the parties' legal     
counsel during the four-day period beginning March 3 and ending late March 6.   
During this period, VeriSign and its legal and financial advisors conducted a   
business, legal and financial due diligence review of Network Solutions, and    
Network Solutions and its legal and financial advisors conducted a business,    
legal and financial due diligence review of VeriSign. Representatives from SAIC 
Venture Capital participated in the business, legal and financial due diligence 
reviews of VeriSign and Network Solutions. Also during this period, senior      
management of both companies held numerous discussions regarding various        
business, financial, operational and technical issues involved in combining the 
companies.                                                                      

 On March 4, 2000, Network Solutions held a special board meeting at which the
status of negotiations and the terms of a possible business combination between 
Network Solutions and VeriSign were reviewed with the board by Network          
Solutions' management and legal advisors, as well as its financial advisors,    
J.P. Morgan and Chase H&Q. Following discussion, the board authorized its       
representatives to proceed with further discussions and due diligence in        
connection with the potential transaction. Mr. Sclavos, President and Chief     
Executive Officer of VeriSign and a director of Network Solutions, did not      
attend or participate in this board meeting or the board meeting on March 6,    
2000, at which the proposed transaction was discussed and did not vote on       
matters relating to the potential transaction because of a potential conflict   
of interest.                                                                    

The VeriSign board held a special meeting on March 5, 2000. VeriSign's legal
advisors reviewed the principal terms of the merger agreement and related       
agreements. VeriSign's management, legal advisors and financial advisors        
reported on the results of their respective due diligence reviews of Network    
Solutions.                                                                      

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Morgan Stanley then made a presentation to the board regarding the financial    
analyses it had performed in connection with its review of the transaction.     
The board authorized its representatives to proceed with further discussions    
and due diligence in connection with a potential transaction.                   

On March 6, 2000, Network Solutions held a special board meeting at which   
its legal advisors reviewed the principal terms of the merger and J.P. Morgan   
and Chase H&Q summarized the financial analyses each had performed relating to  
the proposed transaction and rendered their oral opinions to the board,         
subsequently confirmed in writing as of March 6, 2000, as to the fairness of    
the exchange ratio in the merger to Network Solutions' stockholders and of the  
consideration to be received by the holders of Networks Solutions' common       
stock, respectively, from a financial point of view. Following discussion, the  
directors in attendance unanimously approved the merger agreement and           
determined to recommend that Network Solutions' stockholders vote to approve    
the merger and the merger agreement.                                            

On March 6, 2000, VeriSign's board held a special meeting at which its legal
advisors reviewed the principal terms of the merger and Morgan Stanley          
summarized the financial analyses it had performed relating to the proposed     
transaction. Morgan Stanley rendered its oral opinion to the board of           
VeriSign, subsequently confirmed in writing as of March 6, 2000, as to the      
fairness of the exchange ratio in the merger to VeriSign from a financial       
point of view. Following discussion, the VeriSign board unanimously approved    
the merger agreement and related agreements. The VeriSign board determined to   
recommend to the VeriSign stockholders its approval of the issuance of shares   
of VeriSign common stock in the merger, the amendment of its certificate of     
incorporation and the amendment to its bylaws to increase the size of its       
board of directors.                                                             

Late in the evening of March 6, 2000, the parties executed the merger       
agreement and SAIC Venture Capital executed the voting agreement and the        
registration rights agreement. Prior to the opening of the financial markets    
on March 7, 2000, the parties publicly announced their agreement to merge.      

VeriSign's reasons for the merger                                               

At a meeting held on March 6, 2000, the board of directors of VeriSign      
concluded that the merger was in the best interests of VeriSign and its         
stockholders and determined to recommend that its stockholders approve the      
proposals relating to the merger.                                               

The decision of the board of directors of VeriSign was based upon several   
potential benefits of the merger, including the following:                      

.  VeriSign and Network Solutions together could deliver businesses and     
  consumers a wide range of services that cover the four key stages of the
e-commerce lifecycle, consisting of:                                  

--establishing online presence by offering domain name registration,    
global directory listings, Domain Name System, or DNS, distribution,  
e-mail and basic web site creation;                                   

--offering basic e-commerce services, such as digital certificate-based 
authentication for secure web site transactions and e-mail, credit    
card payment services and global domain name management;              

--offering customer/supply-chain management services, such as secure    
extranet services, virtual private networks, or VPNs, secure          
messaging, wireless communications and real-time validation;          

--offering global trading services, such as buyer and supplier          
credentials for business to business exchanges, trusted directories,  
purchase card and automated clearing house, or ACH, payments, digital 
receipts and archiving;                                               

.  VeriSign and Network Solutions together could market VeriSign's services 
to web sites registered through Network Solutions;                    

.  VeriSign and Network Solutions will have the opportunity to market the   
combined company's services through a larger number of partner and    
reseller channels; and                                                

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.  VeriSign and Network Solutions together could integrate data centers,    
enable increased performance for customers and business partners, as  
well as reduce capital expenditures for one combined company.         

 In its evaluation of the merger, the VeriSign board reviewed several factors,
including, but not limited to, the following:                                   

.  historical information concerning VeriSign's and Network Solutions'      
 respective businesses, financial performance and condition, operations,
  technology and management, including reports for each company filed with
the SEC;                                                              

.  VeriSign management's view of the financial condition, results of        
operations and businesses of VeriSign and Network Solutions before and
  after giving effect to the merger and the VeriSign board's determination
of the merger's effect on stockholders;                               

.  current financial market conditions and historical market prices,        
volatility and trading information;                                   

.  the consideration Network Solutions stockholders will receive in the     
merger in light of comparable merger transactions;                    

.  the ownership of the combined company by VeriSign stockholders;          

.  the opinion of Morgan Stanley & Co. Incorporated that, as of the date of 
 its opinion and subject to the limitations and considerations described
in the opinion, the exchange ratio in the merger was fair to VeriSign 
from a financial point of view;                                       

.  the belief that the terms of the merger agreement are reasonable;        

.  the impact of the merger on VeriSign's customers and employees;          

.  reports from management, legal, financial and accounting advisors as to  
  the results of the due diligence investigation of Network Solutions; and

.  the expectation that the merger will be accounted for as a purchase.     

The VeriSign board also identified and considered a number of potentially   
negative factors in its deliberations concerning the merger including the       
following:                                                                      

.  the risk that the potential benefits of the merger may not be realized;  

.  the possibility that the merger may not be consummated, even if approved 
by each company's stockholders;                                       

.  the effect of the public announcement of the merger on Network           
Solutions' sales;                                                     

.  the risk of management and employee disruption associated with the       
merger, including the risk that despite the efforts of the combined   
 company, key technical, sales and management personnel might not remain
employed by the combined company;                                     

.  the risk that the merger could adversely affect VeriSign's or Network    
Solutions' relationships with certain of its customers and strategic  
partners; and                                                         

.  other applicable risks described in this prospectus/proxy statement      
under "Risk Factors".                                                 

The VeriSign board concluded however, that, on balance, the potential       
benefits to VeriSign and its stockholders of the merger outweighed the risks    
associated with the merger.                                                     

The discussion of the information and factors considered by the VeriSign    
board is not intended to be exhaustive. In view of the variety of factors       
considered in connection with its evaluation of the merger, the VeriSign board  
did not find it practicable to, and did not quantify or otherwise assign        
relative weight to, the specific factors considered in reaching its             
determination.                                                                  

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Recommendation of VeriSign's board of directors                                 

After careful consideration, the VeriSign board of directors has determined 
the merger agreement and the merger to be fair to and in the best interests of  
VeriSign. In connection with the merger, VeriSign's board of directors          
recommends approval of the issuance of shares of VeriSign common stock in the   
merger and the amendment of VeriSign's certificate of incorporation and bylaws  
as described in this prospectus/proxy statement.                                

In considering the recommendation of the VeriSign board of directors with   
respect to the proposals related to the merger, you should be aware that        
Stratton D. Sclavos, President, Chief Executive Officer and a director of       
VeriSign, has certain interests in the merger that are different from, or are   
in addition to, the interests of VeriSign stockholders generally. Please see    
the section entitled "Interests of certain persons in the merger".              

Network Solutions' reasons for the merger                                       

At the meeting of Network Solutions board of directors on March 6, 2000, the
directors present at the meeting voted unanimously to enter into the merger     
agreement and to recommend that Network Solutions stockholders vote to approve  
the merger and the merger agreement.                                            

In the course of reaching its decision to adopt the merger agreement, the   
Network Solutions board of directors consulted with Network Solutions'          
management, as well as its outside legal counsel and financial advisors, and    
considered the following material factors:                                      

.  that by combining complementary operations, the combined company would   
have better opportunities for future growth;                          

.  information concerning the business, earnings, operations, competitive   
position and prospects of Network Solutions and VeriSign both         
 individually and on a combined basis including, but not limited to, the
compatibility of the two companies' operations as a result of the     
consolidation of Network Solutions' and VeriSign's operations;        

.  analyses and other information with respect to Network Solutions and     
VeriSign including, without limitation, a discussion of the           
complementary nature of the businesses of Network Solutions and       
VeriSign;                                                             

.  the risks and potential rewards associated with continuing to execute    
Network Solutions' strategic plan as an independent entity as an      
alternative to the merger, including, among others, risks associated  
with remaining independent amidst industry-wide consolidation and     
 rewards associated with the opportunity for existing Network Solutions'
stockholders to participate in the future growth of Network Solutions;

.  the possibility, as alternatives to the merger, of seeking to acquire    
another company, seeking to engage in one or more joint ventures or   
seeking to engage in a combination with a company other than VeriSign 
and the Network Solutions board's conclusion that a transaction with  
VeriSign is more feasible;                                            

.  the presentations of J.P. Morgan and Chase H&Q at the Network Solutions  
board of directors' meeting held on March 6, 2000, and the opinions of
J.P. Morgan and Chase H&Q that, as of the date of the opinions of J.P.
 Morgan and Chase H&Q, the exchange ratio for the merger was fair to the
 Network Solutions' stockholders from a financial point of view. We have
 described the opinions of J.P. Morgan and Chase H&Q in detail under the
heading "Opinion of Network Solutions' financial advisers";           

.  the amount and form of the consideration to be received by Network       
 Solutions' stockholders in the merger and information on the historical
trading ranges of Network Solutions common stock and VeriSign common  
stock;                                                                

.  that Network Solutions' stockholders would hold approximately 40% of the 
outstanding common stock of the combined company after the merger;    

.  that the merger would provide Network Solutions' stockholders with an    
  opportunity to receive a premium over the market price for their Network
Solutions common stock immediately prior to the                       

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  announcement of the merger. On March 6, 2000, the exchange ratio for the
  merger represented a premium of approximately 50% over the closing sales
  price of $180.31 per share of Network Solutions common stock on March 6,
2000, the last trading day prior to the announcement of the merger;   

.  the expectation that the merger will qualify as a tax-free               
reorganization;                                                       

.  that the merger will provide Network Solutions' stockholders with the    
opportunity to share in the combined company's long-term growth as a  
result of the merger;                                                 

.  the financial and other terms and conditions of the merger and the       
merger agreement including, without limitation:                       

--the limited conditions to VeriSign's obligation to close the merger;  

--the ability of Network Solutions' board of directors, in the exercise 
of its fiduciary duties in accordance with the merger agreement, to   
authorize Network Solutions to provide information to, engage in      
negotiations with, and, subject to payment of the termination fee,    
enter into a transaction with, another party as described under "The  
Merger Agreement--No other negotiations";                             

.  that VeriSign's board is obligated to take all actions reasonably        
necessary such that three persons mutually agreed by the boards of    
VeriSign and Network Solutions will be appointed to the board of      
VeriSign, as described under "The Merger Agreement--Conditions to     
closing the merger";                                                  

.  that, while the merger is likely to be completed, there are risks        
associated with obtaining necessary approvals, and, as a result of    
 certain conditions to the completion of the merger, it is possible that
the merger may not be completed even if approved by stockholders (see 
"The Merger Agreement--Conditions to closing the merger"); and        

.  the interests that certain executive officers and directors of Network   
Solutions may have with respect to the merger in addition to their    
  interests as stockholders of Network Solutions generally as described in
"Interests of certain persons in the merger".                         

In view of the number and wide variety of factors considered in connection  
with its evaluation of the merger, and the complexity of these matters, the     
Network Solutions board of directors did not find it practicable to, nor did it 
attempt to, quantify, rank or otherwise assign relative weights to the specific 
factors it considered. In addition, the Network Solutions board did not         
undertake to make any specific determination as to whether any particular       
factor was favorable or unfavorable to its ultimate determination or assign any 
particular weight to any factor, but conducted an overall analysis of the       
factors described above, including thorough discussions with and questioning of 
Network Solutions' management and management's analysis of the proposed merger  
based on information received from Network Solutions' legal, financial and      
accounting advisors. In considering the factors described above, individual     
members of the board of directors may have given different weight to different  
factors. Network Solutions' board of directors considered all these factors     
together and, on the whole, considered them to be favorable to, and to support, 
its determination.                                                              

 Stratton Sclavos, a director of both Network Solutions and VeriSign and Chief
Executive Officer and President of VeriSign, did not participate in any         
deliberations of the Network Solutions board of directors with respect to the   
merger and did not vote on the approval of the merger and the merger agreement. 

Recommendation of Network Solutions' board of directors                         

The board of directors of Network Solutions believes that the terms of the  
merger are fair to and in the best interests of Network Solutions and its       
stockholders and recommends to its stockholders that they vote "FOR" the        
proposal to approve and adopt the merger and the merger agreement.              

 In considering the recommendation of the Network Solutions board of directors
with respect to the merger, you should be aware that certain directors and      
officers of Network Solutions have certain interests in the merger that are     
different from, or are in addition to, the interests of Network Solutions'      
stockholders generally. Please see the section entitled "Interests of certain   
persons in the merger".                                                         

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Opinion of VeriSign's financial advisor                                         

Under an engagement letter dated March 2, 2000, VeriSign retained Morgan    
Stanley to provide financial advisory services and a financial fairness opinion 
in connection with the merger. The VeriSign board of directors selected Morgan  
Stanley to act as VeriSign's financial advisor based on Morgan Stanley's        
qualifications, expertise and reputation and its knowledge of the business and  
affairs of VeriSign. At a telephonic meeting of the VeriSign board of directors 
on March 6, 2000, Morgan Stanley rendered its oral opinion, subsequently        
confirmed in writing, that, as of March 6, 2000 and based upon and subject to   
the various considerations set forth in the written opinion, the exchange ratio 
pursuant to the merger agreement was fair to VeriSign from a financial point of 
view.                                                                           

The full text of the written opinion of Morgan Stanley, dated March 6, 2000,
is attached as Annex B to this document and sets forth, among other things, the 
assumptions made, procedures followed, matters considered and limitations on    
the scope of the review undertaken by Morgan Stanley in rendering its opinion.  
VeriSign stockholders are urged to, and should, read the opinion carefully and  
in its entirety. Morgan Stanley's opinion is directed to the VeriSign board of  
directors and addresses only the fairness to VeriSign from a financial point of 
view of the exchange ratio pursuant to the merger agreement as of the date of   
the opinion. It does not address any other aspect of the merger and does not    
constitute a recommendation to any holder of VeriSign common stock or Network   
Solutions common stock as to how to vote at either the VeriSign meeting or the  
Network Solutions special meeting. The summary of the opinion of Morgan Stanley 
set forth in this document is qualified in its entirety by reference to the     
full text of the written opinion.                                               

 In connection with rendering its opinion, Morgan Stanley, among other things:

1. reviewed certain publicly available financial statements and other   
information of Network Solutions and VeriSign;                              

2. reviewed certain historical internal financial statements and other  
historical financial and operating data concerning Network Solutions        
prepared by the management of Network Solutions;                            

3. reviewed the past and current operations and financial condition and 
the prospects of Network Solutions and VeriSign, including information      
relating to certain strategic, financial and operational benefits           
anticipated from the merger, with senior executives of Network Solutions    
and VeriSign, respectively;                                                 

4. reviewed the pro forma impact of the merger on VeriSign's financial  
performance;                                                                

5. reviewed the reported prices and trading activity for the Network    
Solutions common stock and the VeriSign common stock;                       

6. compared the financial performance of Network Solutions and VeriSign 
with that of other publicly-traded companies comparable to Network          
Solutions and VeriSign, respectively;                                       

7. reviewed the financial terms, to the extent publicly available, of   
comparable business combinations;                                           

8. participated in discussions and negotiations among representatives of
Network Solutions and VeriSign and their financial and legal advisors;      

9. reviewed a draft of the merger agreement, dated as of March 6, 2000, 
and related documents; and                                                  

10. performed such other analyses and considered such other factors as  
Morgan Stanley deemed appropriate.                                          

 Morgan Stanley assumed and relied upon, without independent verification, the
accuracy and completeness of the information reviewed by it for the purposes of 
the opinion. As VeriSign was aware, neither Network                             

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Solutions nor VeriSign made available to Morgan Stanley any forecasts of future 
financial performance. Rather, for purposes of its analysis, Morgan Stanley     
relied, with the VeriSign board's consent, on the publicly available estimates  
of certain research analysts, including those at Morgan Stanley. With respect   
to the financial statements and data, including information relating to certain 
strategic and operational benefits anticipated from the merger, Morgan Stanley  
assumed that they were reasonably prepared on bases reflecting the best         
currently available estimates and judgments of the future financial and         
operational performance of Network Solutions and VeriSign, respectively. In     
addition, Morgan Stanley assumed that the merger will be consummated in         
accordance with the terms set forth in the draft of the merger agreement, dated 
as of March 6, 2000, including that the merger will be treated as a tax-free    
reorganization pursuant to the Internal Revenue Code.                           

Morgan Stanley relied upon, without independent verification, the assessment
by the managements of Network Solutions and VeriSign of the strategic benefits  
expected to result from the merger. Morgan Stanley also relied upon, without    
independent verification, the assessment by the management of VeriSign of the   
impact of certain financial effects of accounting adjustments, pursuant to      
purchase accounting, on the financial statements and performance of the         
combined entity following the merger. In addition, Morgan Stanley relied on the 
assessment by the managements of Network Solutions and VeriSign of the          
technologies and products of Network Solutions and VeriSign, the timing and     
risks associated with the integration of Network Solutions and VeriSign and the 
validity of, and risks associated with, Network Solutions' and VeriSign's       
existing and future products and technologies.                                  

Morgan Stanley did not make any independent valuation or appraisal of the   
assets or liabilities of Network Solutions or VeriSign, nor was Morgan Stanley  
furnished with any such appraisals. Morgan Stanley's opinion is necessarily     
based on financial, economic, market and other conditions as in effect on, and  
the information made available to Morgan Stanley as of, the date of its         
opinion.                                                                        

The following is a brief summary of certain of the analyses performed by    
Morgan Stanley in connection with its oral opinion and the preparation of its   
written opinion dated March 6, 2000. Certain of these summaries of financial    
analyses include information presented in tabular format. In order to           
understand fully the financial analyses used by Morgan Stanley, the tables must 
be read together with the text of each summary. The tables alone do not         
constitute a complete description of the financial analyses.                    

Network Solutions                                                               

Exchange Ratio Analysis. Morgan Stanley reviewed the ratios of the closing  
prices of Network Solutions common stock to the corresponding closing prices of 
VeriSign common stock over various periods from March 3, 1999 through March 3,  
2000. Morgan Stanley examined the premiums represented by the split adjusted    
exchange ratio over the averages of these daily ratios over various periods:    

                                                                [Download Table]

                                                              Transaction  
                                              Period Average Exchange Ratio
Period Ended March 3, 2000                    Exchange Ratio    Premium    
--------------------------                    -------------- --------------
                                                  (split                   
                                                adjusted)                  
                                                                           
March 3, 2000................................      0.72x          50%      
Last 5 Days..................................      0.66           64%      
Last 10 Days.................................      0.64           68%      
Last 20 Days.................................      0.66           62%      
Last 30 Days.................................      0.66           61%      
Last 60 Days.................................      0.68           55%      

Analyst Price Targets Analysis. Morgan Stanley reviewed the price per share 
targets of selected publicly available securities research analysts for Network 
Solutions common stock available as of March 3, 2000. The split adjusted range  
of analyst price targets as of March 3, 2000 was $170.00 to $275.00 per share.  

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Relative Contribution. Morgan Stanley analyzed the relative contributions of
certain financial statistics of Network Solutions and VeriSign to the pro forma 
financial performance of the combined company based on selected financial       
statistics. The relevant information for Network Solutions and VeriSign was     
obtained from selected research analyst estimates as of March 3, 2000. Morgan   
Stanley then compared the pro forma ownership of Network Solutions implied by   
the relative contribution analysis to the pro forma ownership of Network        
Solutions implied by the exchange ratio. Morgan Stanley observed the following: 

                                                                [Download Table]

                                                  Implied Network Solutions
Calendar Year Financial Statistic                    Pro Forma Ownership   
---------------------------------                 -------------------------
                                                                           
1999 Actual Revenues.............................           72.3%          
2000 Estimated Revenues..........................           71.4%          
2001 Estimated Revenues..........................           73.0%          
1999 Actual Net Income...........................           87.2%          
2000 Estimated Net Income........................           65.1%          
2001 Estimated Net Income........................           64.4%          
Based on transaction exchange ratio..............           39.5%          

Comparable Company Trading Analysis. Morgan Stanley compared certain        
financial information of Network Solutions with publicly available information  
for selected companies comparable to the business or businesses of Network      
Solutions. The following table lists the relevant comparable companies analyzed 
by Morgan Stanley:                                                              

Network Solutions                                                 
Comparable Companies                                                  
--------------------                                                  
Register.com, Inc.                                                    
Exodus Communications, Inc.                                           
Digex, Incorporated                                                   
FreeMarkets, Inc.                                                     
Sapient Corporation                                                   
Razorfish, Inc.                                                       
PSINet Inc.                                                           
Verio Inc.                                                            
Concentric Network Corporation                                        
Globix Corporation                                                    

In conducting its analysis, Morgan Stanley applied the relevant financial   
multiples of the comparable companies to publicly available securities research 
analyst estimates of various financial statistics for Network Solutions. Morgan 
Stanley then estimated the implied value per share of Network Solutions         
available as of March 3, 2000. Morgan Stanley undertook the valuation analysis  
both without and with a control premium. Morgan Stanley estimated the           
following:                                                                      

                                                                [Download Table]

   Calendar Year                      Comparable    Implied Value per Share
  Financial Statistic              Company Multiple  of Network Solutions  
  -------------------              ---------------- -----------------------
                                                       (split adjusted)    
                                                                           
2000 Estimated Revenues...........   35.0x-60.0x           $159-$268       
2001 Estimated Revenues...........   25.0x-40.0x           $183-$289       

 Based on the comparable companies analysis, Morgan Stanley estimated a split-
adjusted value range of $175.00 to 287.50 per share of Network Solutions.       
Morgan Stanley also applied a 40%--60% control premium to the range of implied  
value per share of Network Solutions.                                           

No company utilized in a comparable company analysis is identical to Network
Solutions or VeriSign. In evaluating the comparable companies, Morgan Stanley   
made judgments and assumptions with regard to industry performance, general     
business, economic, market and financial conditions and other matters, many of  
which are beyond the control of Network Solutions or VeriSign, such as the      
impact of competition on the                                                    

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businesses of Network Solutions or VeriSign and the industry in general,        
industry growth and the absence of any material adverse change in the financial 
condition and prospects of the businesses of Network Solutions or the industry  
or in the financial markets in general. Mathematical analysis, such as          
determining the average or median, is not in itself a meaningful method of      
using comparable company data.                                                  

Analysis of Selected Precedent Transactions. Based on publicly available    
information as of March 3, 2000, Morgan Stanley compared the premiums paid in   
selected precedent merger and acquisition transactions to the relevant          
financial statistics for Network Solutions implied by the exchange ratio and    
the share price of VeriSign common stock as of March 5, 2000. The following     
table presents certain of the precedent transactions analyzed by Morgan         
Stanley:                                                                        

Selected Precedent Transactions                                       
-------------------------------                                       
Acquiree / Acquiror                                                   
Excite, Inc. / @Home Corporation                                      
Broadcast.com, Inc. / Yahoo! Inc.                                     
Netscape Communications Corporation / America Online, Inc.            
Geocities / Yahoo! Inc.                                               
InterVU Inc. / Akamai Technologies, Inc.                              
VeriFone, Inc. / Hewlett-Packard Company                              

Based on its analysis of the precedent transactions, Morgan Stanley applied 
the following premiums to the historical trading performance of Network         
Solutions and VeriSign common stock:                                            

                                                                [Download Table]

                                                            Implied Value  
                                                            per Share of   
   Trading Performance Statistic                  Premium Network Solutions
   -----------------------------                  ------- -----------------
                                                          (split-adjusted) 
                                                                           
Premium to Price on March 3, 2000................ 25%-60%     $222-$285    
Premium to 30-day Average Exchange Ratio......... 35%-65%     $224-$273    
Premium to 60-day Average Exchange Ratio......... 30%-70%     $225-$294    

No transaction utilized as a comparison in the precedent transactions       
analysis is identical to the merger. In evaluating the transactions listed      
above, Morgan Stanley made judgments and assumptions with regard to industry    
performance, general business, economic, market and financial conditions and    
other matters, many of which are beyond the control of VeriSign and Network     
Solutions, such as the impact of competition on the businesses of Network       
Solutions and the industry generally, industry growth and the absence of any    
material adverse change in the financial condition and prospects of VeriSign or 
Network Solutions or the industry or in the financial markets in general.       
Mathematical analysis, such as determining the average or median, is not in     
itself a meaningful method of using comparable transaction data.                

Discounted Equity Value. Morgan Stanley performed a discounted future equity
value analysis to estimate the present value per share of Network Solutions.    
The projections of financial performance were based on securities research      
analyst estimates available as of March 3, 2000.                                

The following table presents the multiples and discount rates applied to the
financial performance of Network Solutions:                                     

                                                                [Download Table]

                                                        Implied Value    
    Calendar Year        Net Calendar                     Per Share      
  Financial Statistic    Year Multiple Discount Rate of Network Solutions
  -------------------    ------------- ------------- --------------------
                                                       (split-adjusted)  
                                                                         
2002 Estimated Reve-                                                     
 nues...................  25.0x-40.0x      17.7%          $249-$395      
2003 Estimated Reve-                                                     
 nues...................  25.0x-40.0x      17.7%          $340-$541      

 Based on the foregoing multiples and discount rates, Morgan Stanley estimated
a split-adjusted implied value range per share of Network Solutions of $250 to  
$400.                                                                           

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VeriSign                                                                        

Trading Range. Morgan Stanley reviewed the range of closing prices of       
VeriSign common stock prior to March 3, 2000. Morgan Stanley observed the       
following:                                                                      

                                                                [Download Table]

Period Prior to March 3, 2000                               Value Per Share
-----------------------------                               ---------------
                                                                           
30 days....................................................  $161.38-$253  
60 days....................................................  $112.38-$253  
90 days....................................................  $ 57.25-$253  

Analyst Price Targets Analysis. Morgan Stanley reviewed the price targets of
selected securities research analysts for VeriSign common stock. The range of   
analyst price targets, as of March 3, 2000, was $230.00 to $300.00. Morgan      
Stanley observed that the price of VeriSign common stock as of March 3, 2000,   
was $248.50.                                                                    

Comparable Company Trading Analysis. Morgan Stanley compared certain        
financial information of VeriSign with publicly available information for       
selected companies comparable to the business or businesses of VeriSign. The    
following table lists the relevant comparable companies analyzed by Morgan      
Stanley:                                                                        

VeriSign Comparable Companies                                           

InfoSpace.com, Inc.                                                     
Akamai Technologies, Inc.                                               
BroadVision, Inc.                                                       
Check Point Software Technologies Ltd.                                  
Inktomi Corporation                                                     
Internap Network Services Corporation                                   
Portal Software, Inc.                                                   
RealNetworks, Inc.                                                      
DoubleClick Inc.                                                        
Digital Island, Inc.                                                    
Entrust Technologies Inc.                                               
Marimba, Inc.                                                           

In conducting its analysis, Morgan Stanley applied the relevant financial   
multiples of the comparable companies to publicly available securities research 
analyst estimates of the corresponding financial statistics for VeriSign as of  
March 3, 2000. Morgan Stanley then calculated the value per share of VeriSign.  
Based on the comparable company analyses, Morgan Stanley estimated the          
following:                                                                      

                                                                [Download Table]

                                                              Implied Value
    Calendar Year                               Comparable      per Share  
  Financial Statistic                        Company Multiple  of VeriSign 
  -------------------                        ---------------- -------------
                                                                           
2000 Estimated Revenues.....................  125.0x-250.0x     $163-$270  
2001 Estimated Revenues.....................   80.0x-140.0x     $131-$226  

 Based on the comparable company analysis, Morgan Stanley estimated an implied
value range of $150 to $270 per share of VeriSign.                              

Discounted Equity Value. Morgan Stanley performed a discounted future equity
value analysis to calculate the present value per share of VeriSign. The        
projections of financial performance were based on securities research analyst  
estimates as of March 3, 2000.                                                  

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The following table presents the multiples and discount rates applied to the
financial performance of VeriSign:                                              

                                                                [Download Table]

                                                              Implied Value
    Calendar Year                 Next Calendar                 Per Share  
  Financial Statistic             Year Multiple Discount Rate  of VeriSign 
  -------------------             ------------- ------------- -------------
                                                                           
2002 Estimated Revenues.......... 80.0x-140.0x      18.2%       $164-$284  
2003 Estimated Revenues.......... 80.0x-140.0x      18.2%       $206-$358  

 Based on the foregoing multiples and discount rates, Morgan Stanley estimated
an implied value per share of VeriSign of $175 to $300.                         

Pro Forma Merger Analysis. Morgan Stanley analyzed the pro forma impact of  
the merger on VeriSign's combined projected revenue per share and earnings per  
share excluding the effect of transaction goodwill for calendar year 2000 and   
2001. Such analyses were based on projections by securities research analysts   
for VeriSign and Network Solutions. Excluding the effect of any potential       
synergies resulting from the merger, Morgan Stanley observed the following:     

                                                                [Download Table]

                                                 Accretion/(Dilution)    
                                              ---------------------------
                                              Calendar Year Calendar Year
             Financial Statistic                  2000          2001     
             -------------------              ------------- -------------
                                                                         
Revenue Per Share............................     64.8%        111.4%    
Cash Earnings Per Share (excluding goodwill                              
 amortization)...............................     41.9%         60.2%    

The preparation of a fairness opinion is a complex process and is not       
necessarily susceptible to partial analysis or summary description. In arriving 
at its opinion, Morgan Stanley considered the results of all of its analyses as 
a whole and did not attribute any particular weight to any analysis or factor   
considered by it. Furthermore, Morgan Stanley believes that selecting any       
portion of its analyses, without considering all analyses, would create an      
incomplete view of the process underlying its opinion. In addition, Morgan      
Stanley may have given various analyses and factors more or less weight than    
other analyses and factors, and may have deemed various assumptions more or     
less probable than other assumptions, so that the ranges of valuations          
resulting from any particular analysis described above should not be taken to   
be Morgan Stanley's view of the actual value of VeriSign or Network Solutions.  
In performing its analyses, Morgan Stanley made numerous assumptions with       
respect to industry performance, general business and economic conditions and   
other matters, many of which are beyond the control of VeriSign or Network      
Solutions. Any estimates contained in Morgan Stanley's analyses are not         
necessarily indicative of future results or actual values, which may be         
significantly more or less favorable than those suggested by such estimates.    

The analyses performed were prepared solely as part of Morgan Stanley's     
analysis of the fairness from a financial point of view to VeriSign of the      
exchange ratio pursuant to the merger agreement and were conducted in           
connection with the delivery of Morgan Stanley's opinion. The analyses do not   
purport to be appraisals or to reflect the prices at which VeriSign or Network  
Solutions might actually be sold.                                               

The exchange ratio pursuant to the merger agreement was determined through  
arm's-length negotiations between VeriSign and Network Solutions and was        
approved by the VeriSign board of directors. Morgan Stanley provided advice to  
VeriSign during such negotiations; however, Morgan Stanley did not recommend    
any specific form or amount of consideration to VeriSign or that any specific   
form or amount of consideration constituted the only appropriate form or amount 
of consideration in connection with the merger.                                 

In addition, Morgan Stanley's opinion and presentation to the VeriSign board
of directors was one of many factors taken into consideration by VeriSign's     
board of directors in making its decision to approve the merger. Consequently,  
the Morgan Stanley analyses as described above should not be viewed as          
determinative of the opinion of the VeriSign board of directors with respect to 
the merger or of whether the VeriSign board of directors would have been        
willing to agree to a transaction with a different form or amount of            
consideration.                                                                  

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The VeriSign board of directors retained Morgan Stanley based upon Morgan   
Stanley's qualifications, experience and expertise. Morgan Stanley is an        
internationally recognized investment banking and advisory firm. Morgan         
Stanley, as part of its investment banking business, is continuously engaged in 
the valuation of businesses and securities in connection with mergers and       
acquisitions, negotiated underwritings, competitive biddings, secondary         
distributions of listed and unlisted securities, private placements and         
valuations for corporate, estate and other purposes. In the past, Morgan        
Stanley and its affiliates have provided financing and advisory services for    
VeriSign including acting as lead manager of VeriSign's initial public offering 
in January 1998 and public offering of common stock in January 1999 and have    
received fees for the rendering of these services. In the ordinary course of    
Morgan Stanley's trading and brokerage activities, Morgan Stanley or its        
affiliates may at any time hold long or short positions, may trade or otherwise 
effect transactions, for its own account or for the account of customers, in    
the equity securities of VeriSign or Network Solutions.                         

Under the engagement letter, Morgan Stanley provided financial advisory     
services and the financial fairness opinion in connection with the merger, and  
VeriSign agreed to pay Morgan Stanley a customary fee. In addition, VeriSign    
has agreed to reimburse Morgan Stanley for any out-of-pocket expenses incurred  
by Morgan Stanley in connection with its engagement and to indemnify Morgan     
Stanley and its affiliates, their respective directors, officers, agents and    
employees and each person, if any, controlling Morgan Stanley or any of its     
affiliates against certain liabilities and expenses, including certain          
liabilities under the federal securities laws, related to or arising out of     
Morgan Stanley's engagement. In the past, Morgan Stanley and its affiliates     
have provided financing services for VeriSign and Network Solutions and have    
received fees for the rendering of these services.                              

Opinions of Network Solutions' financial advisors                               

Opinion of J.P Morgan Securities Inc.                                           

Pursuant to an engagement letter dated March 1, 2000, Network Solutions     
retained J.P. Morgan Securities Inc., or J.P. Morgan, as its financial advisor  
in connection with the proposed merger. The Network Solutions board of          
directors selected J.P. Morgan to act as its financial advisor due to J.P.      
Morgan's qualifications, expertise and reputation, as well as J.P. Morgan's     
experience and familiarity with Network Solutions.                              

At the meeting of Network Solutions' board of directors on March 6, 2000,   
J.P. Morgan gave its oral opinion, subsequently confirmed in writing, to the    
board of directors that, as of that date and based upon and subject to the      
various considerations set forth in the opinion, the exchange ratio pursuant to 
the proposed merger was fair from a financial point of view to the Network      
Solutions common stockholders. Network Solutions' board of directors did not    
limit J.P. Morgan in any way in the investigations it made or the procedures it 
followed in giving its opinion.                                                 

We have attached as Annex C to this document the full text of J.P. Morgan's 
written opinion. This opinion sets forth the assumptions made, matters          
considered and limits on the review undertaken. We incorporate J.P. Morgan's    
opinion into this document by reference and urge you to read the opinion in its 
entirety. J.P. Morgan addressed its written opinion to the board of directors   
of Network Solutions. The opinion addresses only the exchange ratio pursuant to 
the Merger and is not a recommendation to any Network Solutions stockholder or  
VeriSign stockholder as to how that stockholder should vote at the Network      
Solutions special meeting or the VeriSign special meeting. The summary of the   
opinion of J.P. Morgan set forth in this proxy statement/prospectus is          
qualified in its entirety by reference to the full text of such opinion.        
Network Solutions' stockholders are urged to, and should, read the opinion      
carefully and in its entirety.                                                  

In arriving at its opinion, J.P. Morgan reviewed:                           

(1) the merger agreement;                                               

(2) certain publicly available information concerning the business of   
Network Solutions and of certain other companies engaged in businesses      
comparable to those of Network Solutions and the reported market prices for 
certain other companies' securities deemed comparable;                      

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(3) publicly available terms of certain transactions involving companies
comparable to Network Solutions and the consideration received for such     
companies;                                                                  

(4) current and historical market prices of Network Solutions common    
stock and VeriSign common stock;                                            

(5) the audited financial statements of Network Solutions and VeriSign  
for the fiscal year ended December 31, 1998 and the unaudited financial     
statements of Network Solutions and VeriSign for the period ended December  
31, 1999; and                                                               

(6) the terms of other business combinations that J.P. Morgan deemed    
relevant.                                                                   

J.P. Morgan also held discussions with several members of the management of 
Network Solutions and VeriSign on various aspects of the merger, the past and   
current business operations of Network Solutions and VeriSign, the financial    
condition and future prospects and operations of Network Solutions and          
VeriSign, the effect of the merger on the financial condition and future        
prospects and operations of Network Solutions and VeriSign and other matters    
that J.P. Morgan believed necessary or appropriate to its inquiry. In addition, 
J.P. Morgan reviewed other financial studies and analyses and considered other  
information that it deemed appropriate for the purposes of its opinion.         

As Network Solutions was aware, neither Network Solutions nor VeriSign made 
available to J.P. Morgan any forecasts of future financial performance. Rather, 
for purposes of its analysis, J.P. Morgan asked, with the board's consent, to   
use the publicly available estimates of certain research analysts, including    
those of J.P. Morgan.                                                           

J.P. Morgan relied upon and assumed, without independent verification, the  
accuracy and completeness of all information that was publicly available or     
otherwise reviewed by J.P. Morgan from third party sources. J.P. Morgan is not  
responsible or liable for that information or its accuracy. J.P. Morgan did not 
conduct any valuation or appraisal of any assets or liabilities, nor were any   
valuations or appraisals provided to J.P. Morgan.                               

In relying on other financial analyses provided to it, J.P. Morgan assumed  
that they had been reasonably prepared based on assumptions reflecting the best 
currently available estimates as to the financial condition of Network          
Solutions and VeriSign to which those analyses relate. J.P. Morgan also assumed 
that the Merger will have the tax consequences described in discussions with,   
and materials furnished to J.P. Morgan by, representatives of Network           
Solutions, and that the parties will complete the other transactions            
contemplated by the merger agreement as described in the merger agreement. J.P. 
Morgan relied as to all legal matters relevant to rendering its opinion upon    
the advice of counsel.                                                          

J.P. Morgan based its opinion on economic, market and other conditions as in
effect on, and the information made available to J.P. Morgan as of, the date of 
the opinion. Subsequent developments may affect J.P. Morgan's opinion and J.P.  
Morgan does not have any obligation to update, revise, or reaffirm its opinion. 
J.P. Morgan expressed no opinion as to the price at which Network Solutions' or 
VeriSign's common stock will trade at any future time.                          

 The terms of the proposed merger were determined through negotiations between
Network Solutions and VeriSign and were approved by the Network Solutions board 
of directors. Although J.P. Morgan provided advice to Network Solutions during  
the course of these negotiations, the decision to enter into the merger was     
solely that of the Network Solutions board of directors. As described above,    
the opinion of J.P. Morgan and its presentation to the Network Solutions board  
of directors were only one of a number of factors taken into consideration by   
the Network Solutions board of directors in making its determination to approve 
the proposed merger.                                                            

J.P. Morgan employed generally accepted valuation methods in reaching its   
opinion. The following is a summary of the material financial analyses that     
J.P. Morgan utilized in providing its opinion. We have presented some of the    
summaries of financial analyses in tabular format. In order to understand the   
financial analyses used by J.P. Morgan more fully, you should read the tables   
together with the text of each summary. The tables alone do not constitute a    
complete description of J.P. Morgan's financial analyses.                       

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Implied Ownership                                                               

J.P. Morgan compared the pro-forma ownership by Network Solutions'          
stockholders of the combined company based on the relative equity market        
capitalizations of Network Solutions and VeriSign over the past twelve months,  
to the pro-forma implied ownership from the merger exchange ratio. These        
calculations were performed taking into account the fully diluted shares        
outstanding of both Network Solutions and VeriSign.                             

                                                                [Download Table]

                                                  Implied ownership       
                                            ------------------------------
                                            Network Solutions   VeriSign  
Days prior to March 6, 2000                   Stockholders    Stockholders
---------------------------                 ----------------- ------------
                                                                          
0 (Announcement)...........................        30%            70%     
-15 days...................................        28%            72%     
-30 days...................................        29%            71%     
-60 days...................................        29%            71%     
-90 days...................................        31%            69%     
-180 days..................................        31%            69%     
-1 Year....................................        35%            65%     
Ownership based on merger exchange ratio...        39%            61%     

J.P. Morgan observed that the pro-forma ownership of the combined company by
Network Solutions stockholders based on the merger exchange ratio exceeded the  
implied ownership under each of the data points set forth above.                

Selected Public Trading Multiples                                               

 Using publicly available information, J.P. Morgan compared selected financial
data of Network Solutions with similar data for selected publicly traded        
companies engaged in businesses that J.P. Morgan judged to be reasonably        
comparable to Network Solutions. These companies were:                          

Selected publicly traded companies                                      

VeriSign                                                                
Exodus Communications                                                   
Akamai Technologies                                                     
InfoSpace                                                               
Inktomi                                                                 
Verio                                                                   
CheckFree                                                               
Critical Path                                                           
PSINet                                                                  
Concentric Network                                                      
CyberSource                                                             

J.P. Morgan selected these companies because they engage in businesses      
reasonably comparable to those of Network Solutions. J.P. Morgan used publicly  
available financial projections by equity analysts covering each comparable     
company to determine the ratio of market capitalization to projected revenues   
for 2000 and 2001 for each of these companies. The following table presents a   
comparison of the median revenue multiples of the comparable companies and the  
implied merger multiples for Network Solutions.                                 

                                                                [Download Table]

                                                                   Revenue 
                                                                  multiples
                                                                  ---------
                                                                  2000 2001
                                                                  ---- ----
                                                                           
Network Solutions implied merger multiple........................ 59x  36x 
Comparable company median........................................ 42x  22x 

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J.P. Morgan observed that the implied merger multiple exceeded the median of
the comparable company revenue multiples for each of 2000 and 2001.             

It should be noted that no company utilized in the analysis above is        
identical to Network Solutions. In evaluating companies identified by J.P.      
Morgan as comparable to Network Solutions, J.P. Morgan made judgments and       
assumptions with regard to industry performance, general business, economic,    
market and financial conditions and other matters, many of which are beyond the 
control of Network Solutions, such as the impact of competition on the business 
of Network Solutions and the industry generally, industry growth and the        
absence of any material change in the financial condition and prospects of      
Network Solutions or the industry or in the financial markets in general.       
Mathematical analysis (such as determining the mean or the median) is not in    
itself a meaningful method of using selected Internet company data.             

Comparable Transaction Analysis                                                 

Using publicly available information, J.P. Morgan examined the following    
transactions to determine the ratio of transaction size to projected twelve     
month revenues:                                                                 

Selected comparable transactions                                        

@Home/Excite                                                            
Yahoo!/GeoCities                                                        
Yahoo!/Broadcast.com                                                    
Akamai Technologies/InterVU                                             
Kana Communications/Silknet                                             
NextLink/Concentric                                                     
Whittman-Hart/USWeb/CKS                                                 
America Online/Mapquest.com                                             
Earthlink/Mindspring                                                    

J.P. Morgan analyzed the ratio of transaction size to projected twelve month    
revenues for each of those transactions. All multiples for the selected         
transactions were based on public information available at the time of public   
announcement, and J.P. Morgan's analysis did not take into account different    
market and other conditions during the period in which the selected             
transactions occurred. The comparable transaction analysis yielded the          
following mean and median for the multiple of projected twelve month revenues:  

                                                                [Download Table]

                                                                Mean Median
                                                                ---- ------
                                                                           
Network Solutions implied merger multiple...................... 59x   59x  
Multiple of projected twelve month revenues.................... 55x   28x  

J.P. Morgan observed that the implied merger multiple exceeded the mean and     
median of the comparable transaction revenue multiples.                         

It should be noted that no transaction utilized in the analysis above is    
identical to the Network Solutions-VeriSign merger. Mathematical analysis (such 
as determining the mean or the median) is not in itself a meaningful method of  
using selected Internet transaction data.                                       

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Acquisition Premium Analysis                                                    

J.P. Morgan compared the implied premium as of March 3, 2000 of the         
consideration to be paid in the merger to the implied premiums paid in the      
following transactions to determine the acquisition premium to market:          

Selected comparable transactions                                        

@Home/Excite                                                            
Yahoo!/GeoCities                                                        
Yahoo!/Broadcast.com                                                    
Akamai Technologies/InterVU                                             
Kana Communications/Silknet                                             
NextLink/Concentric                                                     
Whittman-Hart/USWeb/CKS                                                 
America Online/Mapquest.com                                             

J.P. Morgan used publicly available financial information to determine the      
premiums paid to market over the past twelve months. The premium analysis       
yielded the following mean and median for the premiums:                         

                                                                [Download Table]

                                          1 day 5 days 20 days 52-week high
                                          ----- ------ ------- ------------
                                                                           
Mean.....................................  33%   39%     85%       14%     
Median...................................  42%   42%     81%       23%     

J.P. Morgan observed that on March 3, 2000, Network Solutions was trading at
a 52-week high and that the implied 1-day premium exceeded both the mean and    
median 1-day premiums of the comparable transactions and exceeded the mean,     
median and range of premiums over 52-week highs of the comparable transactions. 
J.P. Morgan also observed that the exchange ratio to be paid in the merger      
represented a premium of 73%, 91%, 108% and 137% over the 15-day, 30-day, 60-   
day, and 90-day average trading prices of Network Solutions.                    

It should be noted that no transaction utilized in the analysis above is    
identical to the Network Solutions-VeriSign merger. Mathematical analysis (such 
as determining the mean or the median) is not in itself a meaningful method of  
using selected transaction data.                                                

Contribution Analysis                                                           

J.P. Morgan performed a contribution analysis using current and historical  
market capitalization data, and financial projections from equity research      
analysts on a stand-alone basis, including deferred revenue as revenue. These   
contributions were compared to the approximately 39% of continuing ownership    
stake that Network Solutions' stockholders would have in the combined company   
following the merger. The following table presents the contribution analysis of 
Network Solutions to the combined company:                                      

                                                        [Enlarge/Download Table]

 Contribution of Network   Contribution of Network       Contribution of Network            
  Solutions to revenues    Solutions to net income Solutions to market capitalization       
 -----------------------   ----------------------- ---------------------------------------  
                                                                   15 day        90 day     
   2000E        2001E               2000E            Current       average       average    
   -----     ------------           -----          -----------   -----------   -----------  
                                                                                            
72%                    74%           65%                     30%           28%           30%

 This summary does not purport to be a complete description of the analyses or
data presented by J.P. Morgan. The preparation of a fairness opinion is a       
complex process and is not necessarily susceptible to partial analysis or       
summary description. J.P. Morgan believes that one must consider its opinion,   
this summary and its analyses as a whole. Selecting portions of this summary    
and these analyses, without considering the analyses as a whole, could create   
an incomplete view of the processes underlying the analyses and opinion. In     

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arriving at its opinion, J.P. Morgan considered the results of all of the       
analyses as a whole. No single factor or analysis was determinative of J.P.     
Morgan's fairness determination. Rather, the totality of the factors considered 
and analyses performed operated collectively to support its determination. J.P. 
Morgan based the analyses on assumptions that it deemed reasonable, including   
assumptions concerning general business and economic conditions that impact the 
companies' growth rates, labor costs and price competition and industry-        
specific factors similar to those set forth under the heading "Risk Factors".   
This summary sets forth under the description of each analysis the other        
principal assumptions upon which J.P. Morgan based that analysis. J.P. Morgan's 
analyses are not necessarily indicative of actual values or actual future       
results that either company or the combined company might achieve, which values 
may be higher or lower than those indicated. Analyses based upon forecasts of   
future results are inherently uncertain, as they are subject to numerous        
factors or events beyond the control of the parties and their advisors.         
Accordingly, these forecasts and analyses are not necessarily indicative of     
actual future results, which may be significantly more or less favorable than   
suggested by those analyses. Therefore, none of Network Solutions, VeriSign,    
J.P. Morgan or any other person assumes responsibility if future results are    
materially different from those forecasted.                                     

As a part of its investment banking business, J.P. Morgan and its affiliates
are continually engaged in the valuation of businesses and their securities in  
connection with mergers and acquisitions, investments for passive and control   
purposes, negotiated underwritings, secondary distributions of listed and       
unlisted securities, private placements, and valuations for estate, corporate   
and other purposes.                                                             

For services rendered in connection with the merger, Network Solutions has  
agreed to pay J.P. Morgan a customary fee in connection with the financial      
advisory services provided by J.P. Morgan and the delivery of the fairness      
opinion. In addition, Network Solutions has agreed to reimburse J.P. Morgan for 
its expenses incurred in connection with its services, including the fees and   
disbursements of counsel, and will indemnify J.P. Morgan against certain        
liabilities, including liabilities arising under the Federal securities laws.   

An affiliate of J.P. Morgan has an equity investment in Network Solutions,  
and J.P. Morgan acted as co-manager in the Network Solutions' initial public    
offering and has acted as bookrunner and lead underwriter in subsequent follow- 
on offerings for Network Solutions. J.P. Morgan and its affiliates maintain     
banking and other business relationships with Network Solutions and its         
affiliates, for which they receive customary fees. J.P. Morgan has no financial 
advisory or other relationship with VeriSign. In the ordinary course of their   
businesses, J.P. Morgan and its affiliates may actively trade the debt and      
equity securities of Network Solutions or VeriSign for their own accounts or    
for the accounts of customers and, accordingly, they may hold long or short     
positions in those securities at any given time.                                

Opinion of Chase H&Q                                                            

Network Solutions engaged Chase H&Q, a division of Chase Securities Inc., to
act as a financial advisor to Network Solutions in connection with the proposed 
merger. The Network Solutions board of directors selected Chase H&Q to act as a 
financial advisor based on Chase H&Q's qualifications, expertise and            
reputation, as well as Chase H&Q's historic investment banking relationship and 
familiarity with Network Solutions. Chase H&Q delivered its oral opinion,       
subsequently confirmed in writing, on March 6, 2000 to the Network Solutions    
board of directors that, as of such date, based upon and subject to the         
assumptions made, matters considered and limits of the review undertaken by     
Chase H&Q, the consideration to be received by the holders of Network Solutions 
common stock was fair from a financial point of view.                           

The full text of the opinion delivered by Chase H&Q to the Network Solutions
board of directors, dated March 6, 2000, which sets forth the assumptions made, 
general procedures followed, matters considered and limitations on the scope of 
review undertaken by Chase H&Q in rendering its opinion, is attached as Annex D 
to this prospectus/proxy statement and is incorporated herein by reference. The 
Chase H&Q opinion does not constitute a recommendation to any Network Solutions 
stockholder as to how such stockholder should vote with respect to the merger   
agreement. The summary of the Chase H&Q opinion set forth below is qualified in 
its entirety by reference to the full text of such opinion attached hereto as   
Annex D. Network Solutions stockholders are urged to read the opinion carefully 
in its entirety.                                                                

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 In reviewing the proposed transactions, and in arriving at its opinion, Chase
H&Q, among other things:                                                        

.  reviewed the publicly available consolidated financial statements of     
 VeriSign for recent years and interim periods to date and certain other
  relevant financial and operating data of VeriSign (including its capital
structure) available to Chase H&Q from published sources;             

.  discussed the business, financial condition and prospects of VeriSign    
with certain members of VeriSign's senior management;                 

.  reviewed the publicly available consolidated financial statements of     
Network Solutions for recent years and interim periods to date and    
  certain other relevant financial and operating data of Network Solutions
available to Chase H&Q from published sources;                        

.  discussed the business, financial condition and prospects of Network     
 Solutions with certain members of Network Solutions' senior management;

.  reviewed the recent reported prices and trading activity for the common  
stocks of VeriSign and Network Solutions and compared such information
and certain financial information for VeriSign and Network Solutions  
with similar information for certain other companies engaged in       
businesses Chase H&Q considered comparable;                           

.  reviewed the financial terms, to the extent publicly available, of       
certain comparable merger and acquisition transactions;               

.  reviewed a draft of the merger agreement dated March 6, 2000; and        

.  performed such other analyses and examinations and considered such other 
information, financial studies, analyses and investigations and       
financial, economic and market data as Chase H&Q deemed relevant.     

Chase H&Q did not assume responsibility for independent verification of, and
did not independently verify, any of the information concerning Network         
Solutions or VeriSign considered in connection with its review of the proposed  
transactions, including without limitation any financial information, forecasts 
or projections, considered in connection with the rendering of its opinion.     
Accordingly, for purposes of its opinion, Chase H&Q assumed and relied upon the 
accuracy and completeness of all such information. In connection with its       
opinion, Chase H&Q did not prepare or obtain any independent valuation or       
appraisal of any of the assets or liabilities of Network Solutions or VeriSign, 
and it did not conduct a physical inspection of the properties and facilities   
of Network Solutions or VeriSign. With respect to the published Wall Street     
research analyst financial forecasts and projections used in its analysis,      
Chase H&Q assumed that they reflected the best currently available estimates    
and judgments of the expected future financial performance of Network Solutions 
and VeriSign, and Chase H&Q expressed no view as to the reasonableness of such  
forecasts and projections or the assumptions on which such forecasts or         
projections were based. For the purposes of its opinion, Chase H&Q also assumed 
that neither Network Solutions nor VeriSign was a party to any pending          
transactions, including without limitation external recapitalizations or        
material merger or acquisition discussions, other than the proposed merger and  
transactions in the ordinary course of conducting their respective businesses.  
Network Solutions advised Chase H&Q, and for purposes of its opinion Chase H&Q  
assumed, that the proposed merger would be tax-free to each of Network          
Solutions and VeriSign and would be treated as a purchase for financial         
accounting purposes.                                                            

 In performing its analyses, Chase H&Q used published Wall Street estimates of
calendar year 2000 and 2001 financial performance of Network Solutions and      
VeriSign and made numerous assumptions with respect to industry performance,    
general business and economic conditions and other matters, many of which are   
beyond the control of Network Solutions, VeriSign or Chase H&Q. The analyses    
performed by Chase H&Q and summarized below are not necessarily indicative of   
actual values or actual future results, which may be significantly more or less 
favorable than suggested by such analyses. Because such analyses are inherently 
subject to uncertainty, being based upon numerous factors or events beyond the  
control of Network Solutions, VeriSign or their respective advisors, neither    
Network Solutions, Chase H&Q nor any other person assumes                       

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responsibility if future results or actual values are materially different from 
the results of analyses based on forecasts or assumptions. Additionally,        
analyses relating to the values of businesses do not purport to be appraisals   
or to reflect the prices at which businesses or securities actually may be      
acquired or bought or sold.                                                     

 Chase H&Q's opinion is necessarily based upon market, economic, financial and
other conditions as they existed and can be evaluated as of the date of the     
opinion and any subsequent change in such conditions would require a            
reevaluation of such opinion. Although subsequent developments may affect its   
opinion, Chase H&Q has assumed no obligation to update, revise or reaffirm it.  
Chase H&Q assumed for purposes of its analysis that the value of the VeriSign   
common stock to be received by stockholders of Network Solutions in the         
proposed merger is equal to the closing trading price of VeriSign common stock  
as of March 3, 2000, and Chase H&Q expresses no opinion or view on the price or 
value of VeriSign common stock.                                                 

The preparation of a fairness opinion is a complex process and is not       
necessarily susceptible to summary description. The summary of Chase H&Q's      
analyses set forth below summarizes the material analyses presented to the      
Network Solutions board of directors but is not a complete description of the   
presentation by Chase H&Q to the Network Solutions board of directors or the    
analysis performed by Chase H&Q in connection with preparing its opinion. In    
arriving at its opinion, Chase H&Q did not attribute any particular weight to   
any analyses or factors considered by it, but rather made subjective,           
qualitative judgments as to the significance and relevance of each analysis and 
factor. Accordingly, Chase H&Q believes that its analyses and the summary set   
forth below must be considered as a whole and that selecting portions of its    
analyses, without considering all analyses, or of the following summary,        
without considering all factors and analyses, could create an incomplete view   
of the processes underlying the analyses set forth in the Chase H&Q             
presentation to the Network Solutions board of directors and Chase H&Q's        
opinion.                                                                        

 The terms of the proposed merger were determined through negotiations between
Network Solutions and VeriSign and were approved by the Network Solutions board 
of directors. Although Chase H&Q provided advice to Network Solutions during    
the course of these negotiations, the decision to enter into the merger was     
solely that of the Network Solutions board of directors. As described above,    
the opinion of Chase H&Q and its presentation to the Network Solutions board of 
directors were only one of a number of factors taken into consideration by the  
Network Solutions board of directors in making its determination to approve the 
proposed merger.                                                                

 The following is a brief summary of the material financial analyses performed
by Chase H&Q in connection with providing its opinion to the Network Solutions  
board of directors on March 6, 2000. The summary includes information presented 
in tabular format. You should read these tables together with the text of each  
summary, because the tables alone are not a complete description of the         
financial analysis.                                                             

Valuation Analysis of Network Solutions                                       

Analysis of Publicly Traded Companies Considered Comparable to Network      
Solutions. This analysis reviews a business' operating performance and outlook  
relative to a group of peer companies to determine an implied value. Using      
published Wall Street estimates, Chase H&Q compared, among other things, the    
equity values and projected revenues for calendar years 2000 and 2001 for       
Network Solutions to corresponding measures for certain publicly traded         
Internet companies that Chase H&Q considered comparable to Network Solutions.   
Chase H&Q used revenues when making its comparisons, because valuations based   
on revenues are generally accepted in the analysis of Internet companies that,  
in many cases, have not achieved profitability.                                 

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The Internet companies that Chase H&Q considered comparable to Network          
Solutions were:                                                                 

. Akamai Technologies                        . Inktomi                  
. Ask Jeeves                                 . Looksmart                
. Concentric Network                         . Lycos                    
. Critical Path                              . PSINet                   
. Excite@Home                                . Verio                    
. Exodus Communications                      . VeriSign                 
. InfoSpace                                  . Yahoo!                   

Chase H&Q determined median revenue multiples for these companies. Applying     
such multiples for the comparable companies to projected calendar year 2000 and 
2001 revenues of Network Solutions resulted in a range of implied equity value  
of Network Solutions of $13,021.4 million to $16,615.9 million and an implied   
value per share of Network Solutions of $165.54 to $211.23. Chase H&Q observed  
that the equity value and value per share of Network Solutions implied by the   
proposed merger of $21,157.8 million and $267.14 per share, respectively,       
exceeded the implied ranges.                                                    

Analysis of Selected Transactions. This analysis provides a valuation range 
based on financial information of selected public companies that have been      
recently acquired and are in similar industries as the business being           
evaluated. Using published Wall Street estimates, Chase H&Q compared the        
proposed merger with eleven selected mergers and acquisitions transactions      
involving companies in the Internet industry. The acquirors and targets in the  
transactions that Chase H&Q deemed comparable to the proposed merger were:      

. Akamai Technologies/InterVU                                               
. America Online/Netscape                                                   
. America Online/MapQuest.com                                               
. @Home Network/Excite                                                      
. Kana Communications/Silknet                                               
. Metromedia Fiber Network/AboveNet Communications                          
. Mindspring/Earthlink                                                      
. NextLink Communications/Concentric Network                                
. Whittman-Hart/USWeb/CKS                                                   
. Yahoo!/Broadcast.com                                                      
. Yahoo!/GeoCities                                                          

In examining these transactions, Chase H&Q analyzed, among other things, the
multiples of offer prices to (1) revenues of the target for the last four       
fiscal quarters preceding the public announcement of the transaction and (2)    
projected revenues of the target for the calendar year following the public     
announcement of the transaction. All multiples for the selected transactions    
were based on public information available at the time of public announcement,  
and Chase H&Q's analysis did not take into account different market and other   
conditions during the two-year period during which the selected transactions    
occurred. Applying the medians of the foregoing sets of multiples to Network    
Solutions' revenues for the four fiscal quarters preceding the announcement of  
the merger and projected calendar year 2000 revenues resulted in the ranges of  
implied equity and per share values of Network Solutions set forth in the       
following table:                                                                

                                                                [Download Table]

                                              Implied Range of Value       
                                              ----------------------       
                                                                           
Equity value........................... $8,971.1 million--$12,102.4 million
Value per share........................          $114.05--$153.86          

Chase H&Q observed that the equity and per share values of Network Solutions
implied by the proposed merger of $21,157.8 million and $267.14, respectively,  
exceeded these implied value ranges.                                            

Premium Analysis. Chase H&Q compared the implied premium as of March 3, 2000
of the consideration to be paid in the proposed merger to the implied premiums  
paid in the comparable public company transactions                              

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listed above. Applying the median premiums paid to the closing price of Network 
Solutions common stock on March 3, 2000 resulted in the following equity and    
per share values of Network Solutions.                                          

                                                                [Download Table]

                                        Median      Implied    Implied per
Date of Sales Price Comparison       Premium Paid Equity Value Share Value
------------------------------       ------------ ------------ -----------
                                                                          
One trading day prior...............    35.9%      $19,011.8     $241.69  
Twenty trading days prior...........    82.7%      $19,190.5     $243.96  

Chase H&Q observed that the equity and per share values of Network Solutions
implied by the proposed merger of $21,157.8 million and $267.14, respectively,  
exceeded these implied value ranges.                                            

Exchange Ratio Analysis. Chase H&Q calculated the ratio of the historical   
price of Network Solutions common stock to the historical price of VeriSign     
common stock over various periods. The results of such analysis are set forth   
below:                                                                          

                                                                [Download Table]

  Period                    Implied Exchange Ratio Implied per Share Price
  ------                    ---------------------- -----------------------
                                                                          
March 3, 2000..............         .7157                  $177.85        
5-trading day average......         .6547                  $162.69        
10-trading day average.....         .6407                  $159.21        
20-trading day average.....         .6627                  $164.68        
40-trading day average.....         .6609                  $164.23        
60-trading day average.....         .6822                  $169.52        

Chase H&Q noted that the exchange ratio in the proposed merger of 1.075 and 
the implied price of $267.14 per share of Network Solutions were greater than   
the foregoing implied exchange ratio and per share price.                       

Pro Forma Contribution Analysis. Chase H&Q determined the implied pro forma 
equity value of the combined company, based on an analysis of the multiple of   
equity value to projected revenues for the calendar year 2001 for the following 
companies that Chase H&Q considered comparable to the combined company:         

. Akamai Technologies                                                       
. Critical Path                                                             
. Entrust                                                                   
. InfoSpace                                                                 
. Inktomi                                                                   
. Tumbleweed Software                                                       
. Vignette                                                                  

Chase H&Q then computed the implied equity value of the portion of the      
combined company to be owned by Network Solutions' stockholders following the   
proposed merger, based on the exchange ratio. Chase H&Q noted that, based on    
published Wall Street estimates of each of Network Solutions' and VeriSign's    
calendar year 2001 revenue, such implied value would be $21,397.9 million, or   
$272.03 per share, compared to the equity value of $21,157.8 million and the    
value per share of Network Solutions of $267.14 implied by the proposed merger, 
and the closing price of Network Solutions common stock on March 3, 2000 of     
$177.85.                                                                        

Chase H&Q also observed that no company or transaction used in the above    
analyses is identical to Network Solutions or the proposed merger, and the      
reasons for and circumstances surrounding each of the analyzed transactions are 
inherently different. Accordingly, an analysis of the results of the foregoing  
is not mathematical; rather it involves complex, qualitative considerations and 
judgments, reflected in Chase H&Q's opinion, concerning differences in the      
financial and operating characteristics of the compared companies, the          
characteristics of the selected transactions and other factors that could       
affect the public trading values of the comparable companies, Network Solutions 
and VeriSign.                                                                   

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 The foregoing description of Chase H&Q's opinion is qualified in its entirety
by reference to the full text of such opinion that is attached as Annex D to    
this proxy statement/prospectus.                                                

Chase H&Q, as part of its investment banking services, is regularly engaged 
in the valuation of businesses and their securities in connection with mergers  
and acquisitions, strategic transactions, corporate restructurings, negotiated  
underwritings, secondary distributions of listed and unlisted securities,       
private placements and valuations for corporate and other purposes. Chase H&Q   
has previously provided investment banking and other financial advisory         
services to Network Solutions and has received fees for rendering these         
services. Chase H&Q also has previously provided investment banking and other   
financial advisory services to VeriSign and has received fees for rendering     
these services. In the ordinary course of business, Chase H&Q acts as a market  
maker and broker in the publicly traded securities of Network Solutions and     
VeriSign, receives customary compensation in connection therewith and provides  
research coverage for Network Solutions and VeriSign. In the ordinary course of 
business, Chase H&Q actively trades in the equity and derivative securities of  
Network Solutions and VeriSign for its own account and for the accounts of its  
customers and, accordingly, may at any time hold a long or short position in    
such securities. Chase H&Q may in the future provide investment banking or      
other financial advisory services to Network Solutions or VeriSign.             

 Pursuant to an engagement letter with Chase H&Q, Network Solutions has agreed
to pay Chase H&Q a customary fee in connection with the financial advisory      
services provided by Chase H&Q and the delivery of the fairness opinion.        
Network Solutions also agreed to reimburse Chase H&Q for its reasonable out-of- 
pocket expenses and to indemnify Chase H&Q against certain liabilities,         
including liabilities under the federal securities laws or relating to or       
arising out of Chase H&Q's engagement as financial advisor.                     

Interests of certain persons in the merger                                      

When considering the recommendations of VeriSign's and Network Solutions'   
boards of directors, you should be aware that the directors and officers of     
VeriSign and Network Solutions have interests in the merger and have            
arrangements that are different from, or are in addition to, those of VeriSign  
and Network Solutions stockholders generally. These include:                    

.  Employment. Three new directors, to be mutually agreed upon by the       
  boards of directors of VeriSign and Network Solutions, will be appointed
to the VeriSign board. In addition, some executive officers of Network
Solutions will become executive officers of VeriSign. VeriSign        
anticipates that it will enter into employment contracts on customary 
terms with some executive officers and other employees of Network     
Solutions. The exercise period of all stock options to acquire common 
 stock of Network Solutions that are held by Network Solutions directors
and some employees who are subject to restrictions on trading under   
Network Solutions' insider trading policy and who do not continue with
the combined company for one year after the closing of the merger will
be extended for six months after the termination of their service.    

.  Overlapping board seat. Stratton D. Sclavos, the President and Chief     
Executive Officer of VeriSign, is a member of the VeriSign and Network
Solutions boards of directors.                                        

.  Registration Rights. SAIC Venture Capital, a holder of approximately 23% 
 of the outstanding common stock of Network Solutions, some officers and
directors of which are directors of Network Solutions, will receive   
 registration rights with respect to the shares of VeriSign common stock
it will receive in the merger.                                        

.  Stock Options. Stratton D. Sclavos holds options to purchase 93,000      
shares of Network Solutions common stock and options to purchase 2.4  
million shares of VeriSign common stock.                              

.  Indemnification. VeriSign and Network Solutions directors and executive  
officers have customary rights to indemnification against certain     
liabilities.                                                          

.  Acceleration of Network Solutions Stock Options. All stock options to    
 acquire common stock of Network Solutions that are held by directors of
Network Solutions who are not appointed to the VeriSign board and that
  are scheduled to vest on or prior to January 31, 2001 will vest upon the
 closing of the merger. Those options will remain exercisable for a six-
month period after the closing.                                       

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At a Board meeting on April 26, 2000, the Network Solutions board of        
directors approved arrangements to compensate two directors, William Roper and  
Dennis Heipt, for their extraordinary prior services to Network Solutions.      
Under these arrangements, each of Mr. Roper and Mr. Heipt is to receive shares  
of Network Solutions common stock with a value of $10,000,000, less, in the     
case of Mr. Heipt, the aggregate spread between the fair market value of the    
Network Solutions common stock underlying 30,000 stock options held by Mr.      
Heipt and the exercise price of these options. This stock is payable subject to 
certain conditions, including completion of the merger, or a similar merger     
transaction, and will be valued based upon the closing price of such stock on   
the date prior to that closing.                                                 

As a result, these directors, executive officers and stockholders could be  
more likely to vote in favor of recommending the merger agreement and the       
merger than if they did not hold these interests.                               

Completion and effectiveness of the merger                                      

The merger will be completed when all of the conditions to completion of the
merger are satisfied or waived, including approval and adoption of the merger   
agreement, approval of the merger by the stockholders of Network Solutions,     
approval of the issuance of shares of VeriSign common stock in the merger and   
approval of the amendment to VeriSign's certificate of incorporation by the     
VeriSign stockholders. The merger will become effective upon the filing of a    
certificate of merger with the State of Delaware.                               

Structure of the merger and conversion of Network Solutions common stock        

 Nickel Acquisition Corporation, a newly formed and wholly owned subsidiary of
VeriSign, will be merged with and into Network Solutions. As a result of the    
merger, the separate corporate existence of Nickel will cease and Network       
Solutions will survive the merger as a wholly owned subsidiary of VeriSign.     

Upon completion of the merger, each outstanding share of Network Solutions  
common stock, other than shares held by Network Solutions and its subsidiaries, 
will be converted into the right to receive 1.075 shares of fully paid and      
nonassessable VeriSign common stock. The number of shares of VeriSign common    
stock issuable in the merger will be proportionately adjusted for any stock     
split, stock dividend or similar event with respect to VeriSign common stock or 
Network Solutions common stock effected between the date of the merger          
agreement and the completion of the merger. The ratio of 1.075 reflects Network 
Solutions' two-for-one stock split that was effected on March 10, 2000.         

No certificate or scrip representing fractional shares of VeriSign common   
stock will be issued in connection with the merger. Instead, Network Solutions' 
stockholders will receive cash, without interest, in lieu of a fraction of a    
share of VeriSign common stock.                                                 

Exchange of Network Solutions stock certificates for VeriSign stock             
certificates                                                                    

When the merger is completed, VeriSign's exchange agent will mail to Network
Solutions stockholders a letter of transmittal and instructions for use in      
surrendering Network Solutions stock certificates in exchange for VeriSign      
stock certificates. When a Network Solutions' stockholder delivers the Network  
Solutions stock certificates to the exchange agent along with an executed       
letter of transmittal and any other required documents, your Network Solutions  
stock certificates will be canceled and you will receive VeriSign stock         
certificates representing the number of full shares of VeriSign common stock to 
which you are entitled under the merger agreement. Network Solutions            
stockholders will receive payment in cash, without interest, in lieu of any     
fractional shares of VeriSign common stock that would have been otherwise       
issuable to you in the merger.                                                  

You should not submit your Network Solutions stock certificates for exchange
unless and until you receive the transmittal instructions and a form of letter  
of transmittal from the exchange agent.                                         

Network Solutions stockholders are not entitled to receive any dividends or 
other distributions on VeriSign common stock until the merger is completed and  
they have surrendered their Network Solutions stock certificates in exchange    
for VeriSign stock certificates. In addition, VeriSign does not anticipate      
paying any dividends with respect to its stock.                                 

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VeriSign will only issue Network Solutions stockholders a VeriSign stock    
certificate or a check in lieu of a fractional share in a name in which the     
surrendered Network Solutions stock certificate is registered. If you wish to   
have your certificate issued in another name you must present the exchange      
agent with all documents required to show and effect the unrecorded transfer of 
ownership and show that you paid any applicable stock transfer taxes.           

Material United States federal income tax consequences of the merger            

 The following discussion summarizes the material United States federal income
tax consequences of the merger. This discussion is based on the Internal        
Revenue Code, the related regulations promulgated thereunder, existing          
administrative interpretations and court decisions, all of which are subject to 
change, possibly with retroactive effect. This discussion assumes that Network  
Solutions stockholders hold their shares of Network Solutions common stock as   
capital assets within the meaning of section 1221 of the Internal Revenue Code. 
This discussion does not address all aspects of United States federal income    
taxation that may be important to you in light of your particular circumstances 
or if you are subject to special rules. These special rules include rules       
relating to:                                                                    

.  stockholders who are not citizens or residents of the United States;     

.  financial institutions;                                                  

.  tax-exempt organizations;                                                

.  insurance companies;                                                     

.  dealers in securities;                                                   

.  stockholders who acquired their shares of Network Solutions common stock 
through the exercise of options or similar derivative securities or   
otherwise as compensation; or                                         

.  stockholders who hold their shares of Network Solutions common stock as  
part of a straddle, conversion or other integrated transaction.       

 Our obligations to complete the merger are conditioned on (1) the delivery of
an opinion to Network Solutions from Davis Polk & Wardwell and (2) the delivery 
of an opinion to VeriSign from Fenwick & West LLP, in each case regarding the   
qualification of the merger as a reorganization within the meaning of section   
368(a) of the Internal Revenue Code and that each of VeriSign and Network       
Solutions will be a party to the reorganization within the meaning of section   
368(a) of the Internal Revenue Code.                                            

We believe, based on the advice of our respective counsel, that the merger  
will have the United States federal income tax consequences discussed below.    
The opinions of counsel referred to above (1) will assume the absence of        
changes in existing facts and (2) will rely on assumptions, representations and 
covenants including those contained in certificates executed by officers of     
VeriSign and Network Solutions. The opinions referred to above neither bind the 
IRS nor preclude the IRS from adopting a position contrary to that expressed in 
the opinions, and no assurance can be given that contrary positions will not be 
successfully asserted by the IRS or adopted by a court if the positions were    
litigated. Neither of us intends to obtain a ruling from the IRS with respect   
to the tax consequences of the merger.                                          

Tax consequences to VeriSign stockholders. Current stockholders of VeriSign 
will not recognize gain or loss for United States federal income tax purposes   
as a result of the merger.                                                      

Tax consequences to Network Solutions stockholders. Except as discussed     
below, current stockholders of Network Solutions will not recognize gain or     
loss for United States federal income tax purposes on the exchange of Network   
Solutions common stock for VeriSign common stock in the merger. The aggregate   
tax basis of the VeriSign common stock received as a result of the merger will  
be the same as the aggregate tax basis in the Network Solutions common stock    
surrendered in the exchange, reduced by the tax basis of any shares of Network  
Solutions common stock for which cash is received instead of fractional shares  
of VeriSign common stock. The                                                   

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holding period of the VeriSign common stock received as a result of the         
exchange will include the period during which the Network Solutions common      
stock exchanged in the merger was held. Network Solutions stockholders will     
recognize gain or loss for United States federal income tax purposes with       
respect to the cash they receive instead of a fractional share interest in      
VeriSign common stock. The gain or loss will be measured by the difference      
between the amount of cash they receive and the portion of the tax basis of     
their shares of Network Solutions common stock allocable to the shares of       
Network Solutions common stock exchanged for the fractional share interest.     
This gain or loss will be capital gain or loss and will be a long-term capital  
gain or loss if the shares of Network Solutions common stock have been held for 
more than one year at the time the merger is completed.                         

Tax consequences to VeriSign and Network Solutions. VeriSign, including its 
merger subsidiary, and Network Solutions will not recognize gain or loss for    
United States federal income tax purposes as a result of the merger.            

This discussion is only intended to provide you with a general summary, and 
it is not intended to be a complete analysis or description of all potential    
United States federal income tax consequences of the merger. In addition, this  
discussion does not address tax consequences that may vary with, or are         
contingent on, your individual circumstances. Moreover, this discussion does    
not address any non-income tax or any foreign, state or local tax consequences  
of the merger. Accordingly, you are strongly urged to consult with your tax     
advisor to determine the particular United States federal, state, local or      
foreign income or other tax consequences to you of the merger.                  

Accounting treatment of the merger                                              

 We intend to account for the merger as a purchase for financial reporting and
accounting purposes, under generally accepted accounting principles. After the  
merger, the results of operations of Network Solutions will be included in the  
consolidated financial statements of VeriSign. The purchase price, i.e., the    
aggregate merger consideration, will be allocated based on the fair values of   
the assets acquired and the liabilities assumed. Any excess of cost over fair   
value of the net tangible assets of Network Solutions acquired will be recorded 
as goodwill and other intangible assets and will be amortized by charges to     
operations under generally accepted accounting principles. These allocations    
will be made based upon valuations and other studies that have not yet been     
finalized.                                                                      

Regulatory filings and approvals required to complete the merger                

The merger is subject to the requirements of the Hart-Scott-Rodino Antitrust
Improvements Act, which prevents certain transactions from being completed      
until required information and materials are furnished to the Antitrust         
Division of the Department of Justice and the Federal Trade Commission and the  
appropriate waiting periods end or expire. We have filed the required           
information and materials with the Department of Justice and the Federal Trade  
Commission. The requirements of Hart-Scott-Rodino will be satisfied if the      
merger is completed within one year from the termination of the waiting period. 

The Antitrust Division of the Department of Justice or the Federal Trade    
Commission may challenge the merger on antitrust grounds either before or after 
expiration of the waiting period. Accordingly, at any time before or after the  
completion of the merger, either the Antitrust Division of the Department of    
Justice or the Federal Trade Commission could take action under the antitrust   
laws. Certain other persons could take action under the antitrust laws,         
including seeking to enjoin the merger. Additionally, at any time before or     
after the completion of the merger, notwithstanding that the applicable waiting 
period expired or ended, any state could take action under the antitrust laws.  
A challenge to the merger could be made and if a challenge is made we may not   
prevail.                                                                        

Neither of us is aware of any other material governmental or regulatory     
approval required for completion of the merger, other than the effectiveness of 
the registration statement of which this prospectus/proxy statement is a part,  
and compliance with applicable corporate law of Delaware.                       

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Restrictions on sales of shares by affiliates of Network Solutions and VeriSign 

The shares of VeriSign common stock to be issued in the merger will be      
registered under the Securities Act. These shares will be freely transferable   
under the Securities Act, except for shares of VeriSign common stock issued to  
any person who is an affiliate of either of us. Persons who may be deemed to be 
affiliates include individuals or entities that control, are controlled by, or  
are under common control of either of us and may include some of our officers   
and directors, as well as our principal stockholders. Affiliates may not sell   
their shares of VeriSign common stock acquired in the merger except pursuant to 
(1) an effective registration statement under the Securities Act covering the   
resale of those shares, (2) an exemption under paragraph (d) of Rule 145 under  
the Securities Act or (3) any other applicable exemption under the Securities   
Act.                                                                            

Listing on the Nasdaq National Market of VeriSign common stock to be issued in  
the merger                                                                      

It is a condition to the closing of the merger that the shares of VeriSign  
common stock to be issued in the merger be approved for listing on the Nasdaq   
National Market, subject to official notice of issuance.                        

Delisting and deregistration of Network Solutions common stock after the merger 

If the merger is completed, the Network Solutions common stock will be      
delisted from the Nasdaq National Market and will be deregistered under the     
Securities Exchange Act.                                                        

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THE MERGER AGREEMENT

 This section of the document describes the merger agreement. While we believe
that the description covers the material terms of the merger agreement, this    
summary may not contain all of the information that is important to you. The    
merger agreement is attached to this document as Annex A and we urge you to     
carefully read this document in its entirety.                                   

Representations and warranties                                                  

 We each made representations and warranties in the merger agreement regarding
aspects of our respective businesses, financial condition, structure and other  
facts pertinent to the merger, including representations and warranties by each 
company as to:                                                                  

Network Solutions' representations and warranties:                            

Network Solutions' representations and warranties include representations as
to:                                                                             

.  its corporate organization, good standing and qualification to do        
business;                                                             

.  its subsidiaries and ownership interests in other entities;              

.  its and its subsidiaries' certificates of incorporation and bylaws;      

.  its capitalization;                                                      

.  its authority to enter into the merger agreement;                        

.  required consents, waivers and approvals;                                

.  regulatory approvals required to complete the merger;                    

.  the effect of the merger on its outstanding obligations;                 

.  Network Solutions' filings and reports with the Securities and Exchange  
Commission;                                                           

.  its financial statements and liabilities;                                

.  changes in its business since its most recent financial statements;      

.  its taxes;                                                               

.  title to the properties it owns and leases;                              

.  its intellectual property, intellectual property that it uses and        
infringement of other intellectual property;                          

.  its compliance with applicable laws;                                     

.  permits required to conduct its business and compliance with those       
permits;                                                              

.  litigation with respect to Network Solutions;                            

.  its employee benefit plans;                                              

.  its hazardous material activities and environmental liabilities;         

.  its agreements, contracts and commitments;                               

.  brokers' and finders' fees in connection with the merger;                

.  its insurance;                                                           

.  information supplied by it in this document and the related registration 
statement filed by VeriSign;                                          

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.  approval by its board of directors;                                      

.  the fairness opinions received by Network Solutions from its financial   
advisors;                                                             

.  the inapplicability of specified laws to the merger; and                 

.  identification of its affiliates and transactions with related parties.  

VeriSign's representations and warranties                                     

VeriSign's representations and warranties include representations as to:    

.  its and the merger subsidiary's corporate organization and its authority 
and qualification to do business;                                     

.  its and the merger subsidiary's certificate of incorporation and bylaws; 

.  its and the merger subsidiary's capitalization;                          

.  authorization, execution and delivery of the merger agreement by it and  
the merger subsidiary;                                                

.  regulatory or other approvals required to complete the merger;           

.  filings and reports with the Securities and Exchange Commission;         

.  financial statements;                                                    

.  changes in its business since September 30, 1999;                        

.  taxes;                                                                   

.  title to the properties it owns or leases;                               

.  intellectual property, intellectual property it uses and infringement of 
other intellectual property;                                          

.  compliance with applicable laws;                                         

.  litigation involving it;                                                 

.  its employee benefit plans;                                              

.  hazardous material activities and environmental liabilities;             

.  any agreements involving acquisitions or dispositions;                   

.  any exclusive agreement or any agreement restricting any of its lines of 
businesses;                                                           

.  brokers' and finders' fees in connection with the merger;                

.  information supplied by it in this prospectus/proxy statement;           

.  approval by its board of directors; and                                  

.  the fairness opinion received by it from its financial advisor.          

The representations and warranties in the merger agreement are complicated  
and are not easily summarized. We urge you to read the articles of the merger   
agreement entitled "Representations and warranties of company," and             
"Representations and warranties of parent and merger sub" carefully.            

Conduct of each company's business before the closing of the merger             

 Network Solutions and VeriSign have each agreed that until the closing of the
merger, or unless the other consents in writing, each of them and their         
subsidiaries will carry on their business in the usual, regular and             

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ordinary course, and pay its debts and taxes when due. Each party has also      
agreed to use its commercially reasonable efforts consistent with past          
practices and policies to:                                                      

.  preserve intact its present business organization;                       

.  keep available the services of its present officers and employees; and   

.  preserve its relationships with customers, suppliers, licensors,         
licensees, and others with which it has business dealings.            

Network Solutions                                                             

Network Solutions has also agreed that until the closing of the merger, or  
unless VeriSign consents in writing, Network Solutions and each of its          
subsidiaries will conduct its business in compliance with specific restrictions 
relating to the following:                                                      

.  waiving restrictions on, accelerating or modifying the terms of or       
 payment for options granted, restricted stock purchased under its stock
plans, or repricing of stock options granted under its stock plans;   

.  transferring or licensing intellectual property;                         

.  except for the stock split that occurred on March 10, declaring or       
paying dividends or making other distributions with respect to its    
capital stock;                                                        

.  purchasing or redeeming shares of its capital stock except repurchases   
of unvested shares in connection with employee terminations;          

.  granting any severance or termination pay except under written           
agreements then in effect or in an amount equal to four months' salary
of the terminated person;                                             

.  issuing securities other than grants of options to purchase no more than 
2,000,000 shares of Network Solutions' common stock with respect to   
 newly hired employees or promotions of existing employees, or as a part
 of Network Solutions' annual option grant program, in each case, in the
  ordinary course of business, consistent with past practice, or issuances
of Network Solutions common stock upon exercise of outstanding options
on the date of the merger agreement, or issuances under Network       
  Solutions' employee stock purchase plan or to participants in its 401(k)
plan;                                                                 

.  amending its charter and bylaws;                                         

.  acquiring or agreeing to merge with or acquire the assets of, or making  
equity investments in, other entities subject to exceptions related to
the amount of the transaction;                                        

.  selling, leasing, licensing, encumbering or disposing of property or     
assets that are material to the business of Network Solutions;        

.  incurring or guaranteeing indebtedness except in the ordinary course of  
business or under existing credit facilities;                         

.  adopting or amending any employee benefit plan;                          

.  making any material capital expenditures other than those contained in   
Network Solutions' capital budget approved prior to the date of the   
merger agreement;                                                     

.  entering into, modifying or terminating contracts or waiving, releasing  
or assigning any material rights under the contract in a manner that  
could reasonably be expected to materially adversely affect Network   
Solutions;                                                            

.  changing accounting practices or revaluing assets;                       

.  entering into any agreement regarding the acquisition, distribution or   
 licensing of Network Solutions' intellectual property other than in the
ordinary course; or                                                   

.  materially changing the pricing of the registration fees for its         
registration services.                                                

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VeriSign                                                                      

VeriSign has also agreed that until the closing of the merger, or unless    
Network Solutions consents in writing, VeriSign and each of its subsidiaries    
will conduct its business in compliance with specific restrictions relating to  
the following:                                                                  

.  declaring or paying dividends or making other distributions with respect 
to its capital stock;                                                 

.  purchasing or redeeming shares of its capital stock except repurchases   
of unvested shares in connection with employee terminations;          

.  amending its certificate of incorporation or bylaws;                     

.  acquiring or agreeing to merge with or acquire the assets of, or making  
 equity investments in, other entities, subject to exceptions related to
the amount of the transaction;                                        

.  entering into any agreement regarding the acquisition, distribution or   
licensing of any material intellectual property, other than in the    
ordinary course; or                                                   

.  changing accounting practices.                                           

The agreements related to the conduct of the companies' business in the     
merger agreement are complicated and not easily summarized. We urge you to read 
the sections of the merger agreement entitled "Conduct Prior to the Effective   
Time" carefully.                                                                

No other negotiations                                                           

Until the merger is completed or the merger agreement is terminated, Network
Solutions has agreed not to take any of the following actions directly or       
indirectly:                                                                     

.  solicit, initiate, encourage or induce any Acquisition Proposal, as      
defined below;                                                        

.  participate in any discussions or negotiations regarding any Acquisition 
Proposal;                                                             

.  furnish any non-public information with respect to any Acquisition       
Proposal;                                                             

.  take any other action to facilitate any inquiries or the making of any   
Acquisition Proposal;                                                 

.  engage in discussions with any person with respect to any Acquisition    
Proposal;                                                             

.  approve, endorse or recommend any Acquisition Proposal; or               

.  enter into any letter of intent or similar document or any contract,     
agreement or commitment relating to any Acquisition Proposal.         

However, if Network Solutions receives an unsolicited, written, bona fide   
Acquisition Proposal prior to its stockholders' meeting that its board          
reasonably concludes based on written advice of its financial advisor may       
constitute a Superior Offer, as defined below, Network Solutions may furnish    
non-public information regarding it and may enter into discussions with the     
person or group who has made that Acquisition Proposal, if:                     

.  neither Network Solutions nor its representatives shall have violated    
the provisions relating to any other negotiations;                    

.  Network Solutions' board of directors concludes in good faith after      
  consultation with outside legal counsel that this action is required for
the board of directors to meet its fiduciary obligations to Network   
Solutions' stockholders under applicable law;                         

.  prior to furnishing non-public information to, or entering into any      
discussions with, a party making the Acquisition Proposal, Network    
Solutions gives VeriSign written notice of the Acquisition Proposal,  
 including the identity of the party making the Acquisition Proposal and
the material terms and conditions of the Acquisition Proposal;        

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.  Network Solutions furnishes the non-public information to VeriSign at    
the same time that Network Solutions furnishes this information to the
party making the Acquisition Proposal and the information furnished to
the other party is subject to an agreement requiring the confidential 
treatment of that information; and                                    

.  Network Solutions gives VeriSign at least two business days' advance     
 notice of its intent to furnish non-public information to or enter into
discussions.                                                          

Network Solutions has agreed to inform VeriSign promptly as to any          
Acquisition Proposal, request for non-public information that Network Solutions 
believes would lead to an Acquisition Proposal or inquiry that Network          
Solutions reasonably should believe would lead to an Acquisition Proposal, the  
identity of the party making the Acquisition Proposal, request or inquiry, and  
the material terms of the Acquisition Proposal, request or inquiry. Network     
Solutions also has agreed to keep VeriSign informed as to the status of any     
Acquisition Proposal, request or inquiry.                                       

An Acquisition Proposal is any offer or proposal by a third party relating  
to:                                                                             

.  the acquisition or purchase of more than a 20% interest in the total     
outstanding voting securities of Network Solutions or any of its      
subsidiaries;                                                         

.  any tender offer or exchange offer, that, if consummated, would result   
in any person or group beneficially owning 20% or more of the total   
outstanding voting securities of Network Solutions or any of its      
subsidiaries;                                                         

.  any merger, consolidation, business combination or similar transaction   
involving Network Solutions under which stockholders of Network       
  Solutions immediately prior to the acquisition hold less than 80% of the
equity interest in the resulting entity;                              

.  any sale, lease outside the ordinary course of business, exchange,       
transfer, license outside the ordinary course of business, or         
acquisition or disposition of more than 50% of the assets of Network  
Solutions or any sale, lease, license or transfer to a third party of 
either the registrar or registry businesses of Network Solutions; or  

.  any liquidation or dissolution of Network Solutions.                     

A Superior Offer with respect to Network Solutions is an unsolicited, bona  
fide written proposal made by a third party to complete any of the following    
transactions:                                                                   

.  a merger or consolidation involving Network Solutions under which the    
 stockholders of Network Solutions immediately preceding the transaction
  hold less than 50% of the equity interest in the surviving entity of the
transaction; or                                                       

.  the acquisition by any person or group, including by way of a tender     
 offer or an exchange offer or a two step transaction involving a tender
offer followed with reasonable promptness by a merger involving the   
company, directly or indirectly, of ownership of 100% of the then     
outstanding shares of capital stock of Network Solutions              

on terms that the board of Network Solutions determines, in its reasonable      
judgment, based on the written advice of its financial advisor, to be more      
favorable to Network Solutions' stockholders than the terms of the merger. An   
offer will not be a Superior Offer if any financing required to complete the    
transaction is not committed and it is not likely in the reasonable judgment of 
Network Solutions' board of directors, based on the advice of its financial     
advisor, to be obtained on a timely basis.                                      

Network Solutions' board may, without breaching the merger agreement,       
withhold, withdraw, amend or modify its recommendation in favor of the merger   
proposal if:                                                                    

.  a Superior Offer is made to Network Solutions and is not withdrawn;      

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.  Network Solutions provides written notice to VeriSign, including the     
identity of the party making the Superior Offer and specifying the    
material terms and conditions of the Superior Offer;                  

.  VeriSign does not, within three business days after receiving this       
written notice, make an offer that the board of Network Solutions     
  determines by majority vote in its good faith judgment, based on written
 advice of its financial advisor, to be at least as favorable to Network
Solutions' stockholders as the Superior Offer;                        

.  Network Solutions' board concludes in good faith, after consultation     
with its outside legal counsel, that the withholding, withdrawal,     
amendment or modification of its recommendation is required for the   
board to comply with its fiduciary obligations to Network Solutions'  
stockholders under applicable law; and                                

.  Network Solutions has not violated specified provisions in the merger    
agreement.                                                            

Network Solutions also agreed to provide VeriSign with prior notice of any  
meeting of its board at which Network Solutions' board is reasonably expected   
to consider any Acquisition Proposal to determine whether it is a Superior      
Offer. Even if the board's recommendation is withheld, withdrawn, amended or    
modified, Network Solutions must nevertheless hold and convene the stockholders 
meeting.                                                                        

Public disclosure                                                               

Each of us will consult with the other and, to the extent practicable, agree
before issuing any press release or making any public statement with respect to 
the merger, the merger agreement, or any Acquisition Proposal.                  

Employee benefit plans                                                          

VeriSign and Network Solutions will work together to agree upon mutually    
acceptable employee benefit and compensation arrangements. VeriSign and Network 
Solutions will terminate its severance, separation, retention and salary        
continuation plans, programs or arrangements prior to the effective time of the 
merger, subject to specified exceptions.                                        

Conditions to closing the merger                                                

Our obligations to complete the merger are subject to the satisfaction or   
waiver of each of the following conditions before closing the merger:           

.  the merger agreement and the merger must be approved by stockholders of  
Network Solutions;                                                    

.  the issuance of the shares of VeriSign common stock to be issued in the  
merger, as well as the amendment to VeriSign's certificate of         
incorporation, must be approved by VeriSign's stockholders;           

.  VeriSign's registration statement, of which this proxy                   
statement/prospectus is a part, must be effective, no stop order      
suspending its effectiveness may be in effect and no proceedings for  
 suspending its effectiveness may be pending before or threatened by the
SEC;                                                                  

.  no governmental entity shall have enacted or issued any law, regulation  
or order that has the effect of making the merger illegal, otherwise  
prohibiting the closing of the merger;                                

.  all applicable waiting periods under applicable antitrust laws must have 
expired or been terminated;                                           

.  VeriSign and Network Solutions must each receive from its tax counsel an 
opinion to the effect that the merger will constitute a tax-free      
reorganization within the meaning of section 368(a) of the Internal   
Revenue Code;                                                         

.  the shares of VeriSign common stock to be issued in the merger must be   
authorized for quotation on the Nasdaq National Market, subject to    
notice of issuance; and                                               

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.  all required approvals and consents shall have been obtained unless the  
failure would not have a material adverse effect on the combined      
 companies and the approvals and consents shall be on terms that are not
reasonably likely to have a material adverse effect on the companies. 

Network Solutions' obligations to complete the merger are subject to the    
satisfaction or waiver of each of the following additional conditions:          

.  VeriSign's representations and warranties must be true and correct in    
all respects at and as of the date the merger is to be completed as if
made at and as of that time, except:                                  

-- VeriSign's representations and warranties that address matters only  
  as of a particular date, which must be true and correct, or true and
correct as of that date, and                                      

-- where the failure to be true and correct would not have a material   
adverse effect, defined below;                                    

.  VeriSign must have performed or complied in all material respects with   
 all of its agreements and covenants required by the merger agreement to
be performed or complied with by it at or before closing the merger;  

.  no material adverse effect with respect to VeriSign shall have occurred  
since March 6, 2000 and be continuing; and                            

.  VeriSign shall have taken all action necessary to appoint three          
 individuals mutually agreed upon by the boards of directors of VeriSign
and Network Solutions to VeriSign's board of directors.               

VeriSign's obligations to complete the merger are subject to the            
satisfaction or waiver of each of the following additional conditions:          

.  Network Solutions' representations and warranties must be true and       
correct as of the date the merger is to be completed as if made at and
as of that time, except:                                              

-- Network Solutions' representations and warranties that address       
matters only as of a particular date must be true and correct or  
  true and correct in all material respects, as applicable, as of that
date; and                                                         

-- where the failure to be true and correct would not have a material   
adverse effect on Network Solutions;                              

.  Network Solutions must have performed or complied in all material        
  respects with all of its agreements and covenants required by the merger
agreement to be performed or complied with by Network Solutions at or 
before the closing of the merger;                                     

.  No material adverse effect with respect to Network Solutions shall have  
occurred since March 6, 2000 and be continuing; and                   

.  There shall not be instituted or pending any action or proceeding by a   
governmental entity seeking to:                                       

-- restrain or prohibit the ownership or operation by VeriSign of all   
or any portion of Network Solutions' business or for VeriSign to  
dispose of any business or assets of Network Solutions;           

-- seeking to impose limitations on the ability of VeriSign to exercise 
  full ownership rights of the Network Solutions stock it acquires; or

-- seeking to require VeriSign to divest the shares of Network          
Solutions it acquires.                                            

A material adverse effect is defined to be any change, event, circumstance  
or effect that is, or is reasonably likely to be, materially adverse to the     
business, assets, capitalization, financial condition, operations or results    
of operations of the company taken as a whole with its subsidiaries. A          
material adverse effect does not include a change, event, circumstance or       
effect that results from:                                                       

.  changes in general economic conditions;                                  

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.  changes affecting the company's industry generally, so long as the       
change does not affect the company in a substantially disproportionate
manner; or                                                            

.  changes in the market price of VeriSign or Network Solutions common      
stock.                                                                

Termination of the merger agreement                                             

The merger agreement may be terminated at any time prior to closing the     
merger, whether before or after the requisite stockholder approval:             

.  by mutual consent duly authorized by the boards of VeriSign and Network  
Solutions;                                                            

.  by either VeriSign or Network Solutions, if the merger is not completed  
by September 15, 2000, except that the right to terminate the merger  
agreement under this provision is not available to any party whose    
action or failure to act has been a principal cause of or resulted in 
  the failure of the merger to occur on or by September 15, 2000, and this
action or failure to act constitutes a breach of the merger agreement;

.  by VeriSign or Network Solutions, if a governmental authority has issued 
an order, decree or ruling or taken any other action that is final and
nonappealable, having the effect of permanently enjoining, restraining
or prohibiting the merger;                                            

.  by VeriSign or Network Solutions, if the merger is not approved by the   
stockholders of Network Solutions, except that the right to terminate 
the merger agreement under this provision is not available to Network 
  Solutions where the failure to obtain stockholder approval was caused by
an action or failure to act by Network Solutions that constitutes a   
breach of the merger agreement, or a breach of the voting agreement   
described under "Related Agreements--Voting Agreement";               

.  by either VeriSign or Network Solutions if the approval of the issuance  
of shares of VeriSign common stock in the merger and the amendment to 
 VeriSign's certificate of incorporation shall not have been approved by
VeriSign's stockholders, except that the right to terminate the merger
agreement under this provision is not available to VeriSign if the    
failure to obtain stockholder approval was caused by an action or     
failure to act by VeriSign that constitutes a breach of the merger    
agreement;                                                            

.  by VeriSign at any time prior to the adoption and approval of the merger 
  agreement and the merger by the required vote of stockholders of Network
Solutions, if a Triggering Event, as described below, occurs; or      

.  by Network Solutions, on the one hand, or VeriSign, on the other, upon a 
breach of any representation, warranty, covenant or agreement on the  
part of the other in the merger agreement, or if any of the other's   
representations or warranties are or become untrue, so that the       
corresponding condition to closing the applicable merger would not be 
met. However, if the breach or inaccuracy is curable by the other     
through the exercise of its commercially reasonable efforts, and the  
other continues to exercise commercially reasonable efforts, then the 
  other may not terminate the merger agreement if the breach or inaccuracy
is cured within 30 days after delivery of the notice of breach or     
inaccuracy.                                                           

A Triggering Event will occur if:                                           

.  Network Solutions' board of directors or any committee withdraws or      
  amends or modifies in a manner adverse to VeriSign its recommendation in
favor of the adoption and approval of the merger agreement and the    
approval of the merger;                                               

.  Network Solutions fails to include in this prospectus/proxy statement    
the recommendation of its board of directors in favor of the adoption 
and approval of the merger agreement and the approval of the merger;  

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.  Network Solutions' board of directors fails to reaffirm its              
  recommendation in favor of adoption and approval of the merger agreement
  and the approval of the merger within 10 days after VeriSign requests in
writing that this recommendation be reaffirmed at any time after the  
public announcement of an Acquisition Proposal;                       

.  Network Solutions' board of directors approves or publicly recommends    
any Acquisition Proposal;                                             

.  Network Solutions enters into a letter of intent or agreement accepting  
an Acquisition Proposal;                                              

.  Network Solutions shall have breached the non-solicitation provisions of 
 the merger agreement or the provisions of the merger agreement relating
to holding the Network Solutions' stockholders meeting; or            

.  if a tender or exchange offer relating to the securities of that company 
 is commenced by a person or entity unaffiliated with the other company,
and the company does not send to its stockholders within 10 business  
days after the tender or exchange offer is first commenced a statement
disclosing that the company recommends rejection of the tender or     
exchange offer.                                                       

Termination fee                                                                 

Network Solutions is obligated to pay VeriSign a termination fee equal to   
$425 million in immediately available funds if VeriSign terminates the merger   
agreement at any time prior to approval of the merger by Network Solutions'     
stockholders because a Triggering Event has occurred.                           

 Network Solutions is obligated to pay a termination fee equal to $425 million
if:                                                                             

.  prior to termination of the merger agreement an Acquisition Proposal is  
publicly announced;                                                   

.  within nine months of the termination of the merger agreement, Network   
  Solutions completes an Acquisition or enters into an agreement providing
for an Acquisition and that Acquisition is later consummated with the 
 person with whom the agreement was entered into or an affiliate of that
  person, regardless of when the consummation occurs, if Network Solutions
had entered into the agreement during the nine-month period; and      

.  either                                                                   

-- Network Solutions or VeriSign terminates the merger agreement        
because the required approval of the merger by Network Solutions' 
stockholders was not obtained; or                                 

-- VeriSign terminates the merger agreement due to a breach of a        
  representation, warranty covenant or agreement of Network Solutions.

An Acquisition is any of the following:                                     

.  a merger, consolidation, business combination, recapitalization,         
  liquidation, dissolution or similar transaction involving the company in
which Network Solutions' stockholders immediately preceding the       
 transaction hold less than 50% of the aggregate equity interests in the
surviving entity of the transaction;                                  

.  a sale or other disposition by Network Solutions of assets representing  
in excess of 50% of the aggregate fair market value of its business   
  immediately prior to the sale or of either the "registry" or "registrar"
business of Network Solutions; or                                     

.  the acquisition by any person or group, including by way of a tender     
  offer or an exchange offer or issuance by Network Solutions, directly or
indirectly, of beneficial ownership or a right to acquire beneficial  
  ownership of shares representing in excess of 50% of the voting power of
the then outstanding shares of capital stock of Network Solutions.    

An Acquisition does not include a spin-off or other distribution of either  
the "registry" or "registrar" business of Network Solutions to Network          
Solutions' stockholders.                                                        

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Amendment, extension and waiver of the merger agreement                         

 We may amend the merger agreement before closing the merger by execution of a
written instrument signed by each of us, provided that we comply with           
applicable state law in amending the agreement. Either of us may extend the     
other's time for the performance of any of the obligations or other acts under  
the merger agreement, waive any inaccuracies in the other's representations and 
warranties and waive compliance by the other with any of the agreements or      
conditions contained in the merger agreement.                                   

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RELATED AGREEMENTS

This section of the prospectus/proxy statement describes agreements related 
to the merger agreement including the voting agreement and registration rights  
agreement. While we believe that these descriptions cover the material terms of 
these agreements, these summaries may not contain all of the information that   
is important to you. The voting agreement is attached as Annex E, and the       
registration rights agreement is attached as Annex F, and we urge you to read   
them carefully.                                                                 

Voting Agreement                                                                

 VeriSign required SAIC Venture Capital to enter into a voting agreement. This
voting agreement requires SAIC Venture Capital to vote the shares of Network    
Solutions common stock owned by it in favor of the merger agreement and the     
merger and against any proposal in opposition to or competition with the        
merger. SAIC Venture Capital also granted VeriSign an irrevocable proxy to vote 
its shares of Network Solutions common stock at the special meeting. As of      
April 28, 2000, SAIC Venture Capital owned 16,300,000 shares of Network         
Solutions common stock, which represented approximately 23% of the outstanding  
Network Solutions common stock. SAIC Venture Capital also agreed not to sell or 
transfer the Network Solutions common stock it owns until the termination of    
the voting agreement. The voting agreement will terminate upon the earlier of   
the termination of the merger agreement or the completion of the merger.        

Registration Rights Agreement                                                   

VeriSign entered into a registration rights agreement with SAIC Venture     
Capital. This agreement will require VeriSign on up to three occasions when     
requested by SAIC Venture Capital, to file a registration statement with the    
Securities and Exchange Commission registering for public resale at least       
2,000,000 shares of VeriSign common stock it receives in the merger. VeriSign   
will only be required to effect one registration in any six month period. In    
addition, SAIC Venture Capital will be entitled to "piggyback" registration     
rights so as to be able to include the shares of VeriSign common stock it       
receives in the merger in a registration statement filed by VeriSign. This      
agreement will terminate after May 6, 2005 or earlier if VeriSign provides a    
written opinion that the shares may be resold in a three-month period under     
Rule 144 or 145 under the Securities Act without restrictions on manner of      
sale, notice or current public information.                                     

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UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

The following unaudited pro forma combined condensed financial information  
has been prepared to give effect to the merger, to be accounted for using the   
purchase method of accounting. This financial information reflects certain      
assumptions deemed probable by management regarding the merger (e.g., that      
share information used in the unaudited pro forma information approximates      
actual share information at the effective date). The total estimated purchase   
cost of the mergers has been allocated on a preliminary basis to assets and     
liabilities based on management's best estimates of their fair value with the   
excess cost over the net assets acquired allocated to goodwill. The adjustments 
to the unaudited pro forma combined condensed financial information are subject 
to change pending a final analysis of the total purchase cost and the fair      
value of the assets and liabilities assumed. The impact of these changes could  
be material.                                                                    

The unaudited pro forma combined condensed balance sheet as of December 31, 
1999 gives effect to the merger as if it had occurred on December 31, 1999, and 
combines the historical consolidated balance sheet of VeriSign and the          
historical consolidated balance sheets of Network Solutions and Signio as of    
that date and THAWTE as of November 30, 1999.                                   

The unaudited pro forma combined condensed statement of operations for the  
year ended December 31, 1999 combines the historical consolidated statement of  
operations of VeriSign for the year ended December 31, 1999 with the historical 
consolidated statements of operations of Network Solutions and Signio for the   
year ended December 31, 1999, and of THAWTE for the year ended November 30,     
1999 and excludes in-process research and development as it is a non-recurring  
charge.                                                                         

The unaudited pro forma combined condensed financial information is based on
estimates and assumptions. These estimates and assumptions are preliminary and  
have been made solely for purposes of developing this pro forma information.    
Unaudited pro forma combined financial information is presented for             
illustrative purposes only and is not necessarily indicative of the combined    
financial position or results of operations of future periods or the results    
that actually would have been realized had the entities been a single entity    
during this period. This unaudited pro forma combined financial information is  
based upon the respective historical consolidated financial statements of       
VeriSign, THAWTE, Signio and Network Solutions and notes thereto, incorporated  
in this proxy statement/prospectus by reference and should be read in           
conjunction with those statements and the related notes.                        

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VERISIGN, INC. AND SUBSIDIARIES 

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET  
(In thousands)  

                                                        [Enlarge/Download Table]

                                                                                                         Signio       
                                           Historical                          THAWTE Adjustments     Adjustments     
                   ----------------------------------------------------------- ------------------- -------------------
                     VeriSign       THAWTE        Signio     Network Solutions                                        
                       As of         As of         As of           As of                                              
                   Dec. 31, 1999 Nov. 30, 1999 Dec. 31, 1999   Dec. 31, 1999    Amount   Reference  Amount   Reference
                   ------------- ------------- ------------- ----------------- --------  --------- --------  ---------
                                                                                                                      
     ASSETS                                                                                                           
Current assets:                                                                                                       
 Cash and cash                                                                                                        
 equivalents.....    $ 70,382       $1,694        $   766        $196,589      $    (60)      (a)  $    --            
 Short-term                                                                                                           
 investments.....      86,098          --           2,232         116,342           --                  --            
 Receivables,                                                                                                         
 net.............      22,727          266            230          31,916           --                  --            
 Prepaid expenses                                                                                                     
 and other                                                                                                            
 current assets..       3,635           16            363           8,809           --                  --            
 Income taxes                                                                                                         
 receivable......         --           --             --           16,193           --                  --            
 Deferred income                                                                                                      
 taxes...........         --           --             --          100,997           --                  --            
                     --------       ------        -------        --------      --------            --------           
 Total current                                                                                                        
 assets..........     182,842        1,976          3,591         470,846           (60)                --            
Property, plant                                                                                                       
and equipment,                                                                                                        
net..............      10,194          988          1,756          57,406            (5)      (a)       --            
Long-term                                                                                                             
investments......     144,751          --             --           62,475           --                  --            
Other assets.....       3,379          --             672             --            --                  --            
Goodwill and                                                                                                          
other intangible                                                                                                      
assets, net......         --           --             858           6,379       649,053  (a), (b)   882,572  (c), (d) 
Deferred income                                                                                                       
taxes............         --           639            --           28,197           --                 (639)      (c) 
                     --------       ------        -------        --------      --------            --------           
                     $341,166       $3,603        $ 6,877        $625,303      $648,988            $881,933           
                     ========       ======        =======        ========      ========            ========           
 LIABILITIES AND                                                                                                      
  STOCKHOLDERS'                                                                                                       
     EQUITY                                                                                                           
Current                                                                                                               
liabilities:                                                                                                          
 Accounts                                                                                                             
 payable.........    $  4,665       $   91        $   864        $  3,283      $    --             $    --            
 Due to Science                                                                                                       
 Applications                                                                                                         
 International                                                                                                        
 Corporation.....         --           --             --           30,177           --                  --            
 Accrued                                                                                                              
 liabilities.....       6,237          --           1,860          49,674           --                  --            
 Income taxes                                                                                                         
 payable.........         --           842            --            1,045           --                  --            
 Long-term                                                                                                            
 obligations--                                                                                                        
 current.........         --           --             178             247           --                  --            
 Deferred                                                                                                             
 revenue, net....      31,777        2,212            185         255,307          (511)      (b)      (135)      (d) 
                     --------       ------        -------        --------      --------            --------           
 Total current                                                                                                        
 liabilities.....      42,679        3,145          3,087         339,733          (511)               (135)          
Long-term                                                                                                             
liabilities......         --           --             412             639           --                  --            
Deferred income                                                                                                       
taxes............         --           --             --              --            --                7,740  (c), (e) 
Long-term                                                                                                             
deferred revenue,                                                                                                     
net..............         --           --             --          106,332           --                  --            
Minority interest                                                                                                     
in subsidiary....         128          --             --              --            --                  --            
Stockholders'                                                                                                         
equity:                                                                                                               
 Preferred                                                                                                            
 stock...........         --           --               1             --           --                    (1)      (c) 
 Common stock....         103          --              14              68             4       (a)        (8)      (c) 
 Additional paid-                                                                                                     
 in capital......     258,239          --          27,118         117,289       649,947       (a)   851,418  (c), (e) 
 Notes payable to                                                                                                     
 (receivable                                                                                                          
 from)                                                                                                                
 stockholders....         --             6           (836)            --            --                  --            
 Unearned                                                                                                             
 compensation....        (172)         --          (4,776)            --            --                4,776       (c) 
 Retained                                                                                                             
 earnings                                                                                                             
 (accumulated                                                                                                         
 deficit)........     (47,452)         447        (18,143)         29,259          (447)      (a)    18,143       (c) 
 Accumulated                                                                                                          
 other                                                                                                                
 comprehensive                                                                                                        
 income..........      87,641            5            --           31,983            (5)      (a)       --            
                     --------       ------        -------        --------      --------            --------           
 Total                                                                                                                
 stockholders'                                                                                                        
 equity..........     298,359          458          3,378         178,599       649,499             874,328           
                     --------       ------        -------        --------      --------            --------           
                     $341,166       $3,603        $ 6,877        $625,303      $648,988            $881,933           
                     ========       ======        =======        ========      ========            ========           

                     Network Solutions                                                                                
                        Adjustments                                                                                   
                   ----------------------                                                                             
                     Amount     Reference  Combined                                                                   
                   ------------ --------- ------------                                                                
                                                                                                                      
     ASSETS                                                                                                           
Current assets:                                                                                                       
 Cash and cash                                                                                                        
 equivalents.....  $       --             $   269,371                                                                 
 Short-term                                                                                                           
 investments.....          --                 204,672                                                                 
 Receivables,                                                                                                         
 net.............          --                  55,139                                                                 
 Prepaid expenses                                                                                                     
 and other                                                                                                            
 current assets..          --                  12,823                                                                 
 Income taxes                                                                                                         
 receivable......          --                  16,193                                                                 
 Deferred income                                                                                                      
 taxes...........     (100,997)      (g)          --                                                                  
                   ------------           ------------                                                                
 Total current                                                                                                        
 assets..........     (100,997)               558,198                                                                 
Property, plant                                                                                                       
and equipment,                                                                                                        
net..............          --                  70,339                                                                 
Long-term                                                                                                             
investments......          --                 207,226                                                                 
Other assets.....          --                   4,051                                                                 
Goodwill and                                                                                                          
other intangible                                                                                                      
assets, net......   20,032,705  (f), (g)   21,571,567                                                                 
Deferred income                                                                                                       
taxes............      (28,197)      (g)          --                                                                  
                   ------------           ------------                                                                
                   $19,903,511            $22,411,381                                                                 
                   ============           ============                                                                
 LIABILITIES AND                                                                                                      
  STOCKHOLDERS'                                                                                                       
     EQUITY                                                                                                           
Current                                                                                                               
liabilities:                                                                                                          
 Accounts                                                                                                             
 payable.........  $       --             $     8,903                                                                 
 Due to Science                                                                                                       
 Applications                                                                                                         
 International                                                                                                        
 Corporation.....          --                  30,177                                                                 
 Accrued                                                                                                              
 liabilities.....          --                  57,771                                                                 
 Income taxes                                                                                                         
 payable.........          --                   1,887                                                                 
 Long-term                                                                                                            
 obligations--                                                                                                        
 current.........          --                     425                                                                 
 Deferred                                                                                                             
 revenue, net....      (38,769)      (g)      250,066                                                                 
                   ------------           ------------                                                                
 Total current                                                                                                        
 liabilities.....      (38,769)               349,229                                                                 
Long-term                                                                                                             
liabilities......          --                   1,051                                                                 
Deferred income                                                                                                       
taxes............      239,980  (f), (g)      247,720                                                                 
Long-term                                                                                                             
deferred revenue,                                                                                                     
net..............      (22,870)      (g)       83,462                                                                 
Minority interest                                                                                                     
in subsidiary....          --                     128                                                                 
Stockholders'                                                                                                         
equity:                                                                                                               
 Preferred                                                                                                            
 stock...........         --                      --                                                                  
 Common stock....            4       (f)          185                                                                 
 Additional paid-                                                                                                     
 in capital......   19,843,077  (f), (g)   21,747,088                                                                 
 Notes payable to                                                                                                     
 (receivable                                                                                                          
 from)                                                                                                                
 stockholders....          --                    (830)                                                                
 Unearned                                                                                                             
 compensation....          --                    (172)                                                                
 Retained                                                                                                             
 earnings                                                                                                             
 (accumulated                                                                                                         
 deficit)........      (85,928)      (f)     (104,121)                                                                
 Accumulated                                                                                                          
 other                                                                                                                
 comprehensive                                                                                                        
 income..........      (31,983)      (f)       87,641                                                                 
                   ------------           ------------                                                                
 Total                                                                                                                
 stockholders'                                                                                                        
 equity..........   19,725,170             21,729,791                                                                 
                   ------------           ------------                                                                
                   $19,903,511            $22,411,381                                                                 
                   ============           ============                                                                

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial  
Statements  

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VERISIGN, INC. AND SUBSIDIARIES 

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
(In thousands, except per share data) 

                                                        [Enlarge/Download Table]

                                           Historical                                                                   
                   -----------------------------------------------------------                                          
                     VeriSign       THAWTE        Signio     Network Solutions THAWTE Adjustments   Signio Adjustments  
                    Year Ended    Year Ended    Year Ended      Year Ended     -------------------- --------------------
                   Dec. 31, 1999 Nov. 30, 1999 Dec. 31, 1999   Dec. 31, 1999    Amount    Reference  Amount    Reference
                   ------------- ------------- ------------- ----------------- ---------  --------- ---------  ---------
                                                                                                                        
Revenues.........     $84,776       $2,461       $    742        $220,811      $     --             $     --            
                      -------       ------       --------        --------      ---------            ---------           
Costs and                                                                                                               
expenses:                                                                                                               
 Cost of                                                                                                                
 revenues........      31,898          638          2,562          81,606            --                   --            
 Sales and                                                                                                              
 marketing.......      34,145          209          3,347          54,757            --                   --            
 Research and                                                                                                           
 development.....      13,303          --           2,798          10,989            --                   --            
 General and                                                                                                            
 administrative..       8,740          687          6,451          37,760            --                (2,385)    (l)   
 Amortization of                                                                                                        
 goodwill and                                                                                                           
 other intangible                                                                                                       
 assets..........         --           --             --              --         218,239     (h)      294,191     (j)   
                      -------       ------       --------        --------      ---------            ---------           
 Total costs and                                                                                                        
 expenses........      88,086        1,534         15,158         185,112        218,239              291,806           
                      -------       ------       --------        --------      ---------            ---------           
Operating income                                                                                                        
(loss)...........      (3,310)         927        (14,416)         35,699       (218,239)            (291,806)          

                     Network Solutions                                                                                  
                        Adjustments                                                                                     
                   ----------------------                                                                               
                     Amount     Reference  Combined                                                                     
                   ------------ --------- ------------                                                                  
                                                                                                                        
Revenues.........  $       --             $   308,790                                                                   
                   ------------           ------------                                                                  
Costs and                                                                                                               
expenses:                                                                                                               
 Cost of                                                                                                                
 revenues........          --                 116,704                                                                   
 Sales and                                                                                                              
 marketing.......          --                  92,458                                                                   
 Research and                                                                                                           
 development.....          --                  27,090                                                                   
 General and                                                                                                            
 administrative..         (843)    (m)         50,410                                                                   
 Amortization of                                                                                                        
 goodwill and                                                                                                           
 other intangible                                                                                                       
 assets..........    5,043,541     (m)      5,555,971                                                                   
                   ------------           ------------                                                                  
 Total costs and                                                                                                        
 expenses........    5,042,698              5,842,633                                                                   
                   ------------           ------------                                                                  
Operating income                                                                                                        
(loss)...........   (5,042,698)            (5,533,843)                                                                  

Non-operating income (expense):                                                                                         
 Interest                                                                                                               
 income..........       7,365           70            --            9,928            --                   --            
 Other (income)                                                                                                         
 expense, net....        (936)           3            (77)            (52)           --                   --            
                      -------       ------       --------        --------      ---------            ---------           
Income (loss)                                                                                                           
before income                                                                                                           
taxes............       3,119        1,000        (14,493)         45,575       (218,239)            (291,806)          
Provision                                                                                                               
(benefit) for                                                                                                           
income taxes.....         --           591            --           18,689            --                   --            
                      -------       ------       --------        --------      ---------            ---------           
Net income (loss)                                                                                                       
before minority                                                                                                         
interest.........       3,119          409        (14,493)         26,886       (218,239)            (291,806)          
Minority interest                                                                                                       
in net loss of                                                                                                          
subsidiary.......        (836)         --             --              --             --                   --            
                      -------       ------       --------        --------      ---------            ---------           
Net income                                                                                                              
(loss)...........     $ 3,955       $  409       $(14,493)       $ 26,886      $(218,239)           $(291,806)          
                      =======       ======       ========        ========      =========            =========           
Net income (loss)                                                                                                       
per share:                                                                                                              
 Basic...........     $   .04                                                                                           
                      =======                                                                                           
 Diluted.........     $   .03                                                                                           
                      =======                                                                                           
Weighted-average                                                                                                        
shares used in                                                                                                          
per share                                                                                                               
computation:                                                                                                            
 Basic...........     100,531                                                      4,360     (i)        5,592     (k)   
                      =======                                                  =========            =========           
 Diluted.........     114,610                                                      4,360     (i)        5,592     (k)   
                      =======                                                  =========            =========           
Non-operating income (expense):                                                                                         
 Interest                                                                                                               
 income..........          --                  17,363                                                                   
 Other (income)                                                                                                         
 expense, net....          --                  (1,062)                                                                  
                   ------------           ------------                                                                  
Income (loss)                                                                                                           
before income                                                                                                           
taxes............   (5,042,698)            (5,517,542)                                                                  
Provision                                                                                                               
(benefit) for                                                                                                           
income taxes.....     (251,280)    (n)       (232,000)                                                                  
                   ------------           ------------                                                                  
Net income (loss)                                                                                                       
before minority                                                                                                         
interest.........   (4,791,418)            (5,285,542)                                                                  
Minority interest                                                                                                       
in net loss of                                                                                                          
subsidiary.......          --                    (836)                                                                  
                   ------------           ------------                                                                  
Net income                                                                                                              
(loss)...........  $(4,791,418)           $(5,284,706)                                                                  
                   ============           ============                                                                  
Net income (loss)                                                                                                       
per share:                                                                                                              
 Basic...........                         $    (28.07)                                                                  
                                          ============                                                                  
 Diluted.........                         $    (28.07)                                                                  
                                          ============                                                                  
Weighted-average                                                                                                        
shares used in                                                                                                          
per share                                                                                                               
computation:                                                                                                            
 Basic...........       77,759     (o)        188,242                                                                   
                   ============           ============                                                                  
 Diluted.........       63,680     (o)        188,242                                                                   
                   ============           ============                                                                  

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements

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VERISIGN, INC. AND SUBSIDIARIES 

NOTES TO UNAUDITED PRO FORMA COMBINED 
CONDENSED FINANCIAL STATEMENTS

Note 1. Unaudited Pro Forma Combined Condensed Balance Sheet                    

 The pro forma combined condensed balance sheet gives effect to the mergers as
if they had occurred on December 31, 1999 with respect to the balance sheets of 
VeriSign, Network Solutions and Signio, or on November 30, 1999, with respect   
to the balance sheet of THAWTE.                                                 

THAWTE                                                                        

On February 1, 2000, VeriSign acquired all the outstanding capital stock of 
THAWTE in exchange for 4,360,424 shares of VeriSign common stock and $60,000 of 
cash. The following adjustments have been reflected in the unaudited pro forma  
combined condensed balance sheet:                                               

(a) To record common stock issued to the shareholder of THAWTE and the  
application of purchase accounting, excluding the effect on deferred        
revenue. Transaction costs were not significant to the total purchase price 
and were therefore not included below.                                      

Under purchase accounting, the total purchase price will be allocated to
THAWTE's tangible assets and liabilities based on their relative fair       
values. Allocations are subject to valuations as of the date of the         
consummation of the merger. The amounts and components of the estimated     
purchase price along with the preliminary allocation of the estimated       
purchase price to net assets purchased are presented below.                 

Purchase Price

                                                                [Download Table]

                                                            (In thousands)
                                                                          
Cash.......................................................    $     60   
Common stock...............................................           4   
Additional paid-in capital.................................     649,947   
                                                               --------   
Total purchase price.......................................    $650,011   
                                                               ========   

                         Net Assets Acquired                              

Book value of net tangible assets of THAWTE................    $    447   
                                                               --------   
Intangible assets:                                                        
  Workforce in place.......................................         342   
  Non-compete agreement....................................         939   
  Technology in place......................................       2,963   
  THAWTE's trade name......................................         913   
  Customer relationships...................................       2,807   
  Internet Service Provider ("ISP") hosting partnerships...      11,330   
                                                               --------   
                                                                 19,294   
Goodwill...................................................     630,270   
                                                               --------   
Net assets acquired........................................    $650,011   
                                                               ========   

The actual allocation of the purchase price will depend upon the        
composition of THAWTE's net assets on the closing date and VeriSign's       
evaluation of the fair value of the net assets as of that date.             
Consequently, the actual allocation of the purchase price could differ from 
that presented above.                                                       

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VERISIGN, INC. AND SUBSIDIARIES 

NOTES TO UNAUDITED PRO FORMA COMBINED 
CONDENSED FINANCIAL STATEMENTS--(Continued) 

(b) To record a reduction in deferred revenue related to the estimated  
calculation of VeriSign's obligation to perform life cycle services around  
digital certificates equal to the expected costs to provide the services,   
plus a normal profit margin.                                                

Signio                                                                        

On February 29, 2000, VeriSign acquired all the outstanding capital stock of
Signio in exchange for 5,591,819 shares of VeriSign common stock. In addition,  
VeriSign assumed options to purchase an equivalent total of approximately       
234,227 shares of VeriSign common stock in exchange for all issued and          
outstanding Signio options. The following adjustments have been reflected in    
the unaudited pro forma combined condensed balance sheet:                       

(c) To record common stock and options issued to the shareholders of    
Signio, and the application of purchase accounting, excluding the effect on 
deferred revenue. Transaction costs were not significant to the total       
purchase price and were therefore not included below.                       

Under purchase accounting, the total purchase price will be allocated to
Signio's assets and liabilities based on their relative fair values.        
Allocations are subject to valuations as of the date of the consummation of 
the merger. The amounts and components of the estimated purchase price      
along with the preliminary allocation of the estimated purchase price to    
net assets purchased are presented below.                                   

Purchase Price

                                                                [Download Table]

                                                             (In thousands)
                                                                           
Common stock................................................    $      6   
Fair value of Signio options assumed........................      31,798   
Additional paid-in capital..................................     839,002   
                                                                --------   
                                                                $870,806   
                                                                ========   

                           Net Assets Acquired                             

Book value of net assets of Signio..........................    $  4,214   
                                                                --------   
Intangible assets:                                                         
  Workforce in place........................................         961   
  Signio's trade name.......................................       4,501   
  Customer relationships....................................      29,061   
  Technology in place.......................................       5,764   
                                                                --------   
                                                                  40,287   
  Goodwill..................................................     842,420   
  Deferred tax liability attributable to identifiable                      
   intangible assets........................................     (16,115)  
                                                                --------   
  Net assets acquired.......................................    $870,806   
                                                                ========   

The actual allocation of the purchase price will depend upon the        
composition of Signio's net assets on the closing date and VeriSign's       
evaluation of the fair value of the net assets as of that date.             
Consequently, the actual allocation of the purchase price could differ from 
that presented above.                                                       

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VERISIGN, INC. AND SUBSIDIARIES 

NOTES TO UNAUDITED PRO FORMA COMBINED 
CONDENSED FINANCIAL STATEMENTS--(Continued) 

(d) To record a reduction in deferred revenue related to the estimated  
calculation of VeriSign's obligation to perform life cycle services around  
payment services equal to the expected costs to provide the services, plus  
a normal profit margin.                                                     

(e) To reduce VeriSign's valuation allowance of $7.7 million on deferred
tax assets as it more likely than not, as a result of the merger with       
Signio, that these deferred tax assets will be utilized by the combined     
entities.                                                                   

Network Solutions                                                             

On March 7, 2000, VeriSign announced it would acquire all the outstanding   
capital stock of Network Solutions in exchange for approximately 77,816,019     
shares of VeriSign common stock. In addition, VeriSign will assume options to   
purchase an equivalent total of approximately 8,763,609 shares of VeriSign      
common stock in exchange for all issued and outstanding Network Solutions       
options. The following adjustments have been reflected in the unaudited pro     
forma combined condensed balance sheet:                                         

(f) To record common stock and options issued to the shareholders of    
Network Solutions, and the application of purchase accounting, excluding    
the effect on deferred revenue, but including the write-off of in-process   
research and development (IPRD).                                            

Under purchase accounting, the total purchase price will be allocated to
Network Solutions' assets and liabilities based on their fair values.       
Allocations are subject to valuations as of the date of the consummation of 
the merger. The amounts and components of the estimated purchase price      
along with the preliminary allocation of the estimated purchase price to    
net assets purchased are presented below.                                   

The total purchase price of approximately $20.0 billion consists of     
approximately 77.8 million shares of VeriSign's common stock with an        
estimated fair value of $18.4 billion, 8.1 million vested and unvested      
stock options with an estimated fair value of $1.5 billion, and estimated   
direct transaction costs of approximately $84.0 million. The fair value of  
VeriSign's common stock was determined as the average market price from     
February 28, 2000 to March 13, 2000, which includes five trading days prior 
and five trading days subsequent to the public announcement of the merger.  
The fair value of the common stock options was estimated using the Black    
Scholes option pricing model with the following weighted-average            
assumptions: risk-free interest rate of 6.5%, expected life of 3.4 years,   
expected dividend rate of 0%, and volatility of 85%. The total purchase     
price is expected to be allocated to tangible assets and liabilities,       
intangible assets, including goodwill, and amortized over three to four     
years, and in-process research and development. In addition, it is expected 
that following the merger, the combined company will incur additional       
restructuring costs, which cannot currently be estimated, associated with   
the integration of the operations of the two companies.                     

Purchase Price

                                                                [Download Table]

                                                             (In thousands)
                                                                           
Common stock................................................  $        72  
Additional paid-in capital..................................   18,397,105  
Fair value of Network Solutions' options assumed............    1,479,266  
Transaction costs...........................................       83,995  
                                                              -----------  
Total purchase price........................................  $19,960,438  
                                                              ===========  

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VERISIGN, INC. AND SUBSIDIARIES 

NOTES TO UNAUDITED PRO FORMA COMBINED 
CONDENSED FINANCIAL STATEMENTS--(Continued) 

Net Assets Acquired 

                                                                [Download Table]
                                                                         
Book value of net assets of Network Solutions............... $   178,599 
                                                             ----------- 
Intangible assets:                                                       
 Workforce in place.........................................      12,630 
 Contracts with ICANN and customer list.....................     747,113 
 Technology in place........................................      28,848 
 Network Solutions' tradename...............................      72,703 
                                                             ----------- 
                                                                 861,294 
                                                             ----------- 
In-process research and development.........................      56,669 
Goodwill....................................................  19,208,394 
Deferred tax liability attributable to identifiable                      
 intangible assets..........................................    (344,518)
                                                             ----------- 
Net assets acquired......................................... $19,960,438 
                                                             =========== 

The actual allocation of the purchase price will depend upon the        
composition of Network Solutions' net assets on the closing date and        
VeriSign's evaluation of the fair value of the net assets as of the date    
indicated. Consequently, the actual allocation of the purchase price could  
differ from that presented above.                                           

The value of the acquired in-process research and development (IPRD) was
estimated utilizing a profit split methodology in which a portion of the    
Registry's earnings before interest and taxes (EBIT) was allocated to       
developed technology and IPRD. This methodology was utilized due to the     
inherent difficulty of differentiating between revenues generated directly  
by developed technology and IPRD in VeriSign's business model.              

In developing the level of profit to assign to the developed technology 
and IPRD, the profitability was analyzed of a set of guideline companies in 
the networking and telecommunications equipment and systems industry. This  
set of guideline companies was selected for the similarity of their         
technology and research and development efforts to that of VeriSign. For    
each guideline company, contributory asset charges for assets such as       
capital assets, working capital, assembled workforce, customer lists, and   
tradenames was deducted. After deducting these contributory asset charges,  
the remaining profit was determined to be attributable to the technology    
and research and development in process.                                    

In applying this profit split methodology to the Registry business, the 
same level of profit on a percentage basis from the cash flow projected to  
be generated by the Registry business over the life of the technology was   
deducted. The deducted cash flow was then allocated between developed       
technology and acquired IPRD. The acquired IPRD cash flow was then reduced  
by a percentage of completion factor. The resulting cash flows were         
discounted to a present value and summed to arrive at the IPRD value of     
$56.7 million.                                                              

(g) To record a reduction in deferred revenue and related deferred tax  
effect of $24.7 million arising from the estimated calculation of           
VeriSign's obligation to perform life cycle services around registry and    
registrar services equal to the expected costs to provide the services,     
plus a normal profit margin.                                                

Note 2. Unaudited Pro Forma Combined Condensed Statement of Operations          

The unaudited pro forma combined condensed statement of operations gives    
effect to the mergers as if they had occurred at the beginning of the period    
presented.                                                                      

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VERISIGN, INC. AND SUBSIDIARIES 

NOTES TO UNAUDITED PRO FORMA COMBINED 
CONDENSED FINANCIAL STATEMENTS--(Continued) 

THAWTE                                                                        

The following adjustments have been reflected in the unaudited pro forma    
combined condensed statement of operations:                                     

(h) Adjustment to record the amortization of goodwill and intangible    
assets resulting from the allocation of the purchase price. The pro forma   
adjustment assumes goodwill and other intangible assets will be amortized   
on a straight-line basis over the following estimated lives:                

                                                                [Download Table]
                                                                           
Intangible assets:                                                         
  Workforce in place............................................. 3.0 years
  Non-compete agreement.......................................... 3.0 years
  Technology in place............................................ 3.0 years
  THAWTE trade name.............................................. 3.0 years
Current products and relationships:                                        
  Customer relationships......................................... 3.0 years
  Internet Service Provider ("ISP") hosting partnerships......... 2.0 years
Goodwill......................................................... 3.0 years

 The ultimate lives assigned will be determined at the date of acquisition
based on the facts and circumstances existing at that date.                 

 (i) To reflect the estimated shares to be issued as consideration for the
merger.                                                                     

Signio                                                                        

The following adjustments have been reflected in the unaudited pro forma    
combined condensed statement of operations:                                     

(j) Adjustment to remove the amortization of historical goodwill and    
other intangible assets previously recorded by Signio and to record the     
amortization of goodwill and intangible assets resulting from the           
allocation of the purchase price. The pro forma adjustment assumes goodwill 
and other intangible assets will be amortized on a straight-line basis over 
the following estimated lives:                                              

                                                                [Download Table]
                                                                           
Intangible assets:                                                         
  Workforce in place............................................. 3.0 years
  Signio trade name.............................................. 3.0 years
Current products and relationships:                                        
  Customer relationships......................................... 3.0 years
  Technology in place............................................ 3.0 years
Goodwill......................................................... 3.0 years

 The ultimate lives assigned will be determined at the date of acquisition
based on the facts and circumstances existing at that date.                 

(k) To reflect the estimated shares and options to be issued as         
consideration for the merger.                                               

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VERISIGN, INC. AND SUBSIDIARIES 

NOTES TO UNAUDITED PRO FORMA COMBINED 
CONDENSED FINANCIAL STATEMENTS--(Continued) 

(l) To eliminate the stock based compensation recorded by Signio since  
pro forma amortization of intangibles already considers this amount. Since  
the stock-based compensation generated by stock options issued by Signio    
and recorded in its historical financial statements represent outstanding   
equity interests at the time of its acquisition date, and the intrinsic     
value of those stock option issuances is considered in the purchase         
accounting acquisition price for this transaction, amounts representing the 
amortization of the excess purchase price attributable to this transaction  
already retroactively include a charge for such stock option issuances.     

Network Solutions                                                             

The following adjustments have been reflected in the unaudited pro forma    
combined condensed statement of operations:                                     

(m) Adjustment to remove the amortization of historical goodwill and    
other intangible assets previously recorded by Network Solutions in general 
and administrative expenses and to record the amortization of goodwill and  
intangible assets resulting from the allocation of the purchase price. The  
pro forma adjustment assumes goodwill and other intangible assets will be   
amortized on a straight-line basis over the following estimated lives:      

                                                                [Download Table]
                                                                           
Intangible assets:                                                         
  Workforce in place............................................. 4.0 years
  DOC/ICANN Agreements and customer list......................... 3.4 years
  Technology in place............................................ 3.0 years
  Network Solutions tradename.................................... 4.0 years
  Goodwill....................................................... 4.0 years

 The ultimate lives assigned will be determined at the date of acquisition
based on the facts and circumstances existing at that date.                 

(n) To reduce income tax expense for the effect of the pro forma        
adjustments.                                                                

(o) To reflect the estimated shares and options to be issued as         
consideration for the merger, and to reduce the number of shares used to    
calculate the dilutive net loss per share as their effects were             
antidilutive.                                                               

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COMPARATIVE PER SHARE MARKET PRICE DATA 

 VeriSign common stock has been traded on the Nasdaq National Market under the
symbol VRSN since January 29, 1998, the date of VeriSign's initial public       
offering. Network Solutions common stock has been traded on the Nasdaq National 
Market under the symbol NSOL since September 26, 1997, the date of Network      
Solutions' initial public offering.                                             

 The following table sets forth, for the calendar quarters indicated, the high
and low sale prices per share of VeriSign common stock and Network common stock 
as reported on the Nasdaq National Market. The prices in the table have been    
adjusted to reflect VeriSign's two-for-one stock splits that were effected on   
May 29, 1999 and December 6, 1999. The prices in the table also reflect Network 
Solutions' two-for-one stock splits which were effected on March 23, 1999 and   
March 10, 2000.                                                                 

                                                                [Download Table]

                                                VeriSign     Network Solutions 
                                              common stock      common stock   
                                             --------------- ------------------
                                              High     Low     High      Low   
                                             ------- ------- ------------------
                                                                               
Fiscal Year Ended December 31, 1998:                                           
  First Quarter (VeriSign beginning January                                    
   30, 1998)................................ $ 11.72 $  5.13 $   9.28  $  3.23 
  Second Quarter............................   12.25    6.50    13.75     8.13 
  Third Quarter.............................   11.22    5.47    11.58     6.44 
  Fourth Quarter............................   19.38    4.85    41.18     7.09 
Fiscal Year Ended December 31, 1999:                                           
  First Quarter............................. $ 38.50 $ 15.00 $  72.00  $ 35.00 
  Second Quarter............................   44.13   24.63    57.75    25.88 
  Third Quarter.............................   58.00   29.47    47.52    27.06 
  Fourth Quarter............................  190.94   51.16   136.13    42.56 
Fiscal Year Ending December 31, 2000:                                          
  First Quarter............................. $258.50 $141.00 $ 255.63  $ 96.125
  Second Quarter (through May 3, 2000)......  176.50   97.80   184.75   105.94 

The following table sets forth the closing prices per share of VeriSign     
common stock and Network Solutions common stock as reported on the Nasdaq       
National Market on (1) March 6, 2000, the business day preceding public         
announcement that VeriSign and Network Solutions had entered into the merger    
agreement and (2) May 3, 2000, the last full trading day for which closing      
prices were available at the time of the printing of this prospectus/proxy      
statement.                                                                      

This table also sets forth the equivalent price per share of Network        
Solutions common stock on those dates. The equivalent price per share is equal  
to the closing price of a share of VeriSign common stock on that date           
multiplied by 1.075, the number of shares of VeriSign common stock to be issued 
in exchange for each share of Network Solutions common stock.                   

                                                                [Download Table]

                                                   Network                      
                                                  Solutions VeriSign Equivalent 
                                                   common    common      per    
                                                    stock    stock   share price
                                                  --------- -------- -----------
                                                                                
March 6, 2000....................................  $180.31  $247.44    $266.00  
May 3, 2000......................................  $135.19  $128.48    $138.12  

VeriSign and Network Solutions believe that Network Solutions common stock  
presently trades on the basis of the value of the VeriSign common stock         
expected to be issued in exchange for the Network Solutions common stock in the 
merger, discounted primarily for the uncertainties associated with the merger.  
Apart from the publicly disclosed information concerning VeriSign that is       
included and incorporated by reference in this prospectus/proxy statement,      
VeriSign cannot state with certainty what factors account for changes in the    
market price of the VeriSign common stock.                                      

Network Solutions stockholders are advised to obtain current market         
quotations for VeriSign common stock and Network Solutions common stock. No     
assurance can be given as to the market prices of VeriSign                      

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common stock or Network Solutions common stock at any time before the           
consummation of the merger or as to the market price of VeriSign common stock   
at any time after the merger. Because the exchange ratio is fixed, the exchange 
ratio will not be adjusted to compensate Network Solutions stockholders for     
decreases in the market price of VeriSign common stock that could occur before  
the merger becomes effective. In the event the market price of VeriSign common  
stock decreases or increases prior to the consummation of the merger, the value 
of the VeriSign common stock to be received in the merger in exchange for       
Network Solutions common stock would correspondingly decrease or increase.      

VeriSign has never paid cash dividends on its shares of capital stock.      
Network Solutions paid a $10.0 million dividend to SAIC in 1997. Under the      
merger agreement, each of VeriSign and Network Solutions has agreed not to pay  
cash dividends pending the consummation of the merger, without written consent  
of the other. If the merger is not consummated, the Network Solutions board     
presently intends that it would continue its policy of retaining all earnings   
to finance the expansion of its business. The VeriSign board presently intends  
to retain all earnings for use in its business and has no present intention to  
pay cash dividends before or after the merger.                                  

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COMPARISON OF RIGHTS OF HOLDERS OF
VERISIGN COMMON STOCK AND 
NETWORK SOLUTIONS COMMON STOCK

This section of the prospectus/proxy statement describes certain differences
between VeriSign common stock and Network Solutions common stock. While we      
believe that the description covers the material differences between the two,   
this summary may not contain all of the information that is important to you,   
including the certificates of incorporation and bylaws of each company. You     
should read this entire document and the other documents we refer to carefully  
for a more complete understanding of the differences between VeriSign common    
stock and Network Solutions common stock. You may obtain the information        
incorporated by reference into this prospectus/proxy statement without charge   
by following the instructions in the section entitled "Where you can find more  
information."                                                                   

After the merger, the holders of Network Solutions common stock will become 
stockholders of VeriSign. Because VeriSign and Network Solutions are both       
Delaware corporations, the Delaware General Corporation Law, or the DGCL, will  
continue to govern the rights of the stockholders. The Network Solutions        
certificate of incorporation and the Network Solutions bylaws currently govern  
the rights of the stockholders of Network Solutions. As stockholders of         
VeriSign after the merger, the VeriSign certificate of incorporation, and the   
VeriSign bylaws, will instead govern their rights following the merger. The     
following paragraphs summarize certain differences between the rights of        
VeriSign stockholders and Network Solutions stockholders under the certificates 
of incorporation and bylaws of VeriSign and Network Solutions, as applicable.   
This summary includes the changes to VeriSign's certificate of incorporation    
and bylaws that VeriSign stockholders are being asked to approve at the         
meeting.                                                                        

Voting                                                                          

Each stockholder of Network Solutions and VeriSign has the right to one vote
for each share of common stock held by the stockholder.                         

Special meeting of stockholders                                                 

The VeriSign bylaws provide that only a majority of the members of the board
of directors, chairman of the board or president may call special meetings of   
the stockholders.                                                               

The Network Solutions bylaws provide that special meetings of the           
stockholders may be called by the chairman of the board, the chief executive    
officer, the president or a majority of the members of the board of directors.  

Action by written consent in lieu of a stockholder's meeting                    

VeriSign stockholders do not have the ability to take action by written     
consent.                                                                        

Network Solutions stockholders have the ability to take action by written   
consent of the holders of outstanding shares of Network Solutions so long as    
the action is signed by the holders having the minimum number of shares to      
approve the action if the action were taken at a meeting at which all           
outstanding shares of common stock were present and voting.                     

Voting by written ballot                                                        

 Both the VeriSign and Network Solutions certificates of incorporation contain
provisions not requiring written ballots for the election of directors.         

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Record date for determining stockholders                                        

 The VeriSign bylaws provide that the board of directors may fix a record date
that shall not be more than 60 nor less than 10 days before the date of the     
stockholder meeting nor more than 60 days prior to any other action.            

The VeriSign bylaws provide that if the board of directors does not fix a   
record date in the manner described above, then:                                

(1) the record date for determining stockholders entitled to notice of  
or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is   
   given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held; and        

(2) the record date for determining stockholders for any other purpose  
shall be at the close of business on the same day on which the  
board of directors adopts the related resolution.               

The Network Solutions bylaws provide that the board of directors may fix a  
record date that shall not be more than 60 nor less than 10 days before the     
date of the stockholder meeting nor more than 60 days prior to any other        
action.                                                                         

Notice of board nomination and other stockholder business--annual meetings      

The VeriSign bylaws require that nominations of persons for election to the 
board of directors and the proposal of business to be considered at an annual   
meeting of stockholders must be generally made by the board of directors. If    
made by a stockholder, the proposal or nomination must be made by advance       
written notice given to VeriSign between 60 and 90 days prior to the first      
anniversary of the preceding year's annual meeting of stockholders. However, if 
the date of the annual meeting at which the nomination or business is proposed  
by a stockholder is more than 30 days before or more than 60 days after that    
anniversary, then the notice may be given by the stockholder no earlier than    
the 90th day prior to the meeting and not later than the later of 60 days prior 
to the meeting or the 10th day following the first public announcement of the   
meeting. These notice provisions are subject to certain exceptions with respect 
to electing directors to fill board seats resulting from increases in the size  
of the board of directors not publicly announced at least 70 days prior to the  
annual meting. In addition, certain other information regarding the business    
proposed for discussion must be included in the stockholder notice to VeriSign. 

The Network Solutions bylaws require that nominations for election to the   
board of directors at an annual meeting may be made on behalf of the board or   
by any stockholder of the corporation entitled to vote for the election of      
directors at that meeting. Nominations submitted by a stockholder shall be made 
by notice in writing and mailed or delivered to Secretary of Network Solutions  
not less than 120 days prior to any meeting of stockholders called for the      
election of directors. However, if less than 100 days' notice of the meeting is 
given to stockholders, nominations shall have been mailed or delivered to the   
Secretary of Network Solutions not later than the close of business on the      
seventh day following the day on which the notice of meeting was mailed.        

This notice shall set forth as to each proposed nominee who is not an       
incumbent director:                                                             

.  the name, age, business address and, if known, residence address of each 
nominee proposed in this notice;                                      

.  the principal occupation or employment of each nominee;                  

.  the number of shares of stock of Network Solutions that are beneficially 
owned by each nominee and by the nominating stockholder; and          

.  any other information concerning the nominee that must be disclosed of   
nominees in proxy solicitations regulated by regulation 14A of the    
Securities Exchange Act of 1934.                                      

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 The Network Solutions bylaws require that stockholder business brought before
a meeting must be specified in the notice of meeting given by or at the         
direction of the board, otherwise properly brought before the meeting by or at  
the direction of the board or otherwise properly brought before the meeting by  
a stockholder. Stockholder business brought before an annual meeting by a       
stockholder must be provided in writing to the Secretary of Network Solutions   
not less than 50 days nor more than 75 days prior to the meeting. However, in   
the event that less than 65 days' notice or prior public disclosure of the date 
of the meeting is made to stockholders, notice by the stockholder to be timely  
must be so received not later than the close of business on the 15th day        
following the day on which this notice of the date of the annual meting was     
mailed or that public disclosure was made.                                      

This notice shall set forth as to each matter the stockholder proposes to   
bring before the annual meeting:                                                

.  a brief description of the business desired to be brought before the     
  annual meeting and the reasons for conducting the business at the annual
meeting;                                                              

.  the name and record address of the stockholder proposing the business;   

.  the class and number of shares of Network Solutions that are             
beneficially owned by the stockholder; and                            

.  any material interest of the stockholder in the business.                

Notice of board nomination and other stockholder business--special meetings     

The VeriSign bylaws provide that, at special meetings of stockholders, the  
only business that can be conducted will be the items of business set forth in  
the notice of the special meeting. The bylaws also provide that nominations of  
candidates for directors at a special meeting at which directors are to be      
elected shall be made (1) by the board of directors or (2) if the board of      
directors has determined that directors will be elected at the meeting, by a    
stockholder meeting certain qualifications who gives VeriSign advance written   
notice of the nominations no earlier than 90 days prior to that special meeting 
and no later than the later of (A) 60 days before the special meeting, or (B)   
the 10th day after the first public announcement of the meeting and the         
nominees proposed by the board of directors to be elected at the meeting.       

The Network Solutions bylaws do not distinguish between annual and special  
meetings for purposes of the requirements for business to be brought before the 
meeting.                                                                        

Number of directors                                                             

The VeriSign bylaws provide that the board of directors shall consist of not
fewer than five and not more than seven directors. Under the proposed amendment 
to the VeriSign bylaws, the number of directors on the VeriSign board would be  
determined by the vote of a majority of the VeriSign board of directors only.   

The Network Solutions bylaws provide that the board of directors shall      
consist of one or more members, with changes in the number of directors         
permitted exclusively by a resolution of the board of directors.                

Election of directors                                                           

 The holders of VeriSign common stock and Network Solutions common stock elect
all members of the respective company's board of directors.                     

The VeriSign certificate of incorporation and bylaws provide for a staggered
board of directors divided into three classes with the term of office of the    
first class, Class I, to expire at the annual meeting of the stockholders held  
in 2001; the term of office of the second class, Class II, to expire at the     
annual meeting of stockholders held in 2000; the term of office of the third    
class, Class III, to expire at the annual meeting of stockholders held in 2002; 
and after for each term to expire at each third succeeding annual meeting of    
stockholders after the corresponding election.                                  

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The Network Solutions certificate of incorporation contains no similar      
provisions.                                                                     

Removal of directors                                                            

The Network Solutions bylaws and the VeriSign bylaws each provide that any  
director or the entire board of directors may be removed, with or without       
cause, by the holders of a majority of the shares then entitled to vote at an   
election of directors of the respective company.                                

Board of directors vacancies                                                    

 The VeriSign bylaws provide that vacancies may be filled by the stockholders,
by a majority of the directors then in office or by a sole remaining director.  
The Network Solutions bylaws provide that vacancies may be filled by a majority 
of the directors then in office or by a sole remaining director.                

Notice of special meetings of the board of directors                            

The VeriSign bylaws provide that the chairman of the board, the president or
one-third of the directors then in office may call a special meeting of the     
board of directors. The bylaws require that written notice of the time and      
place of these meetings be given at least four days before the meeting if the   
notice is mailed, or at least 48 hours before the meeting if notice is given by 
hand, telegram, telecopy or telex, unless this notice requirement is waived in  
writing by each member of the board of directors.                               

The Network Solutions bylaws provide that the chairman of the board, chief  
executive officer, the president or a majority of the board may call a special  
meeting of the board of directors. The bylaws require that notice of the time,  
date and place of the meeting be given at least two days before the meeting if  
the notice is mailed, or at least four hours before the meeting if notice is    
given by hand delivery, telegram, cable, facsimile, commercial delivery         
service, telex or similar communication method.                                 

Board action--generally                                                         

 The VeriSign bylaws provide that, except as required by the DGCL, the vote of
a majority of the directors present at a meeting at which a quorum is present   
or a written consent to action executed by all members of the board of          
directors shall be the act of the board of directors of VeriSign.               

The Network Solutions bylaws provide that, except as required by the DGCL,  
the vote of majority of the directors present at a meeting at which a quorum is 
present or a written consent to action executed by all members of the board of  
directors shall be the act of the board of directors of Network Solutions.      

Action by committees                                                            

Both the VeriSign bylaws and the Network Solutions bylaws authorize their   
respective boards of directors to establish committees by resolution setting    
forth the powers and duties of these committees.                                

Preferred stock                                                                 

Both the VeriSign and Network Solutions certificates of incorporation       
authorize the respective board of directors to issue shares of preferred stock  
in one or more series and to fix the designations, preferences, powers and      
rights of the shares to be included in each series. The VeriSign certificate of 
incorporation reserves for issuance 5,000,000 shares of preferred stock and the 
Network Solutions certificate of incorporation reserves for issuance 10,000,000 
shares of preferred stock.                                                      

Indemnification                                                                 

The VeriSign certificate of incorporation and bylaws and the Network        
Solutions certificate of incorporation provide that its respective directors    
and officers shall be indemnified to the full extent authorized by Delaware     

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law against all expenses, liabilities and losses reasonably incurred by that    
person in connection with any action, proceeding or suit brought against that   
person by reason of the fact that he or she is or was a director or officer of  
VeriSign or Network Solutions, as the case may be, or is or was serving at the  
request of VeriSign or Network Solutions, as the case may be, as a director or  
officer of another corporation, partnership, joint venture, trust or similar    
entity. The VeriSign bylaws and Network Solutions bylaws require the respective 
corporations to pay all expenses incurred by a director or officer in defending 
any proceeding within the scope of the indemnification provisions as these      
expenses are incurred in advance of its final disposition.                      

Limitation on liability                                                         

Both the VeriSign certificate of incorporation and Network Solutions        
certificate of incorporation provide that a director of the respective          
corporation shall not be personally liable to the respective corporation or its 
stockholders for monetary damages for breach of fiduciary duty as a director,   
except for liability (a) for any breach of the director's duty of loyalty to    
the Corporation and its stockholders; (b) for acts or omissions not in good     
faith or which involve intentional misconduct or knowing violations of law; (c) 
under section 174 of the DGCL; or (d) for any transaction from which the        
director derived an improper personal benefit.                                  

If one of Network Solutions' directors, officers or employees who is also a 
director, officer or employee of SAIC knows of a potential transaction or       
matter that may be a corporate opportunity both for Network Solutions and SAIC, 
the director, officer or employee is entitled to offer the corporate            
opportunity to Network Solutions or SAIC as the director, officer or employee   
deems appropriate under the circumstances in his or her sole discretion, and no 
director, officer or employee will be presumed liable to Network Solutions or   
its stockholders for breach of any fiduciary duty or duty of loyalty or failure 
to act in our best interests or the derivation of any improper personal benefit 
by reason of the fact that:                                                     

.  the director, officer or employee offered the corporate opportunity to   
SAIC (rather than to Network Solutions) or did not communicate        
  information regarding the corporate opportunity to Network Solutions, or

.  SAIC pursues or acquires that corporate opportunity for itself or        
directs the corporate opportunity to another person or does not       
communicate the corporate opportunity to Network Solutions.           

 The enforceability of the provisions discussed above under Delaware corporate
law has not been established and, due to the absence of relevant judicial       
authority, Network Solutions' counsel is not able to deliver an opinion as to   
the enforceability of these provisions. These provisions of the Network         
Solutions certificate of incorporation eliminate certain rights that might have 
been available to Network Solutions stockholders under Delaware law, although   
the enforceability of these provisions has not been established.                

 These provisions of the Network Solutions certificate of incorporation expire
on the date that SAIC ceases to own at least 20% of Network Solutions'          
outstanding shares of common stock and no person who is a director or officer   
of Network Solutions is also a director or officer of SAIC or its subsidiaries. 

Interested directors                                                            

The VeriSign bylaws require that in order for a transaction between VeriSign
and an interested director or officer not to be void or voidable solely for     
this reason, there must be full disclosure of material facts as to the          
interested director's relationship or interest to the transaction as well as    
each of the following:                                                          

.  approval by a majority of disinterested directors, even though the       
disinterested directors may be less than a quorum;                    

.  approval by a good faith vote of the stockholders entitled to vote       
thereon; and                                                          

.  the transaction must be fair to VeriSign as of the time it is            
 authorized, approved or ratified by the board of directors, a committee
thereof, or the stockholders.                                         

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The Network Solutions certificate of incorporation provides that SAIC has no
duty to refrain from engaging in the same or similar activities or lines of     
business as Network Solutions and that neither SAIC nor any of its directors,   
officers or employees will be liable to Network Solutions or its stockholders   
for breach of any fiduciary duty due to any of these activities. If SAIC learns 
of a potential matter that may be a corporate opportunity for both SAIC and     
Network Solutions, SAIC has no duty to communicate or offer this opportunity to 
Network Solutions. In addition, SAIC will not be liable to Network Solutions or 
its stockholders for breach of any fiduciary duty if SAIC pursues or acquires   
the corporate opportunity or does not communicate it to Network Solutions.      

 The enforceability of the provisions discussed above under Delaware corporate
law has not been established and, due to the absence of relevant judicial       
authority, Network Solutions' counsel is not able to deliver an opinion as to   
the enforceability of these provisions. These provisions of the Network         
Solutions certificate of incorporation eliminate certain rights that might have 
been available to Network Solutions stockholders under Delaware law, although   
the enforceability of these provisions has not been established.                

 These provisions of Network Solutions' certificate of incorporation expire on
the date that SAIC ceases to own at least 20% of Network Solutions' outstanding 
shares of common stock and no person who is a director or officer of Network    
Solutions is also a director or officer of SAIC or its subsidiaries.            

Dividends                                                                       

VeriSign and Network Solutions stockholders are entitled to receive         
dividends, subject to preferences of any outstanding preferred stock, out of    
assets legally available for dividend distribution at times and in amounts as   
the respective boards of directors may from time to time determine.             

Liquidation                                                                     

In the event of a liquidation, dissolution or winding up of either VeriSign 
or Network Solutions, after payment of any amounts owed to creditors, subject   
to preferences of any outstanding preferred stock, the remaining assets of      
VeriSign or Network Solutions will be divided equally, on a share for share     
basis, to the holders of the common stock of VeriSign or Network Solutions,     
respectively.                                                                   

Amendment of bylaws                                                             

The VeriSign bylaws provide that stockholders holding a majority of         
VeriSign's outstanding voting stock may adopt, amend or repeal the bylaws. The  
VeriSign certificate of incorporation and bylaws provide that the board of      
directors has the power to adopt, amend or repeal the bylaws.                   

The Network Solutions bylaws provide that the board of directors may,       
provided 66 2/3% of the total number of authorized directors so approve or      
stockholders holding not less than 66 2/3% of the total voting power of the     
then outstanding capital stock of Network Solutions entitled to vote thereon    
may, adopt, amend or repeal the bylaws.                                         

Delaware takeover statute                                                       

The Network Solutions certificate of incorporation provides that Network    
Solutions is not subject to section 203 of the DGCL that, subject to certain    
exceptions, prohibits a Delaware corporation from engaging in any business      
combination with any interested stockholder for a period of three years         
following the date that that stockholder became an interested stockholder.      

 Because the VeriSign certificate of incorporation and bylaws do not contain a
provision expressly electing for Network Solutions to not be governed by        
section 203 of the DGCL, VeriSign is subject to the Delaware takeover statute.  

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SHARE OWNERSHIP BY PRINCIPAL  
STOCKHOLDERS, MANAGEMENT AND DIRECTORS OF VERISIGN  

The following table sets forth certain information with respect to the      
beneficial ownership of VeriSign's common stock as of March 3, 2000 by:         

.  each person who is known by VeriSign to own beneficially more than 5% of 
VeriSign's common stock;                                              

.  each director of VeriSign;                                               

.  each of the named executive officers of VeriSign; and                    

.  all directors and executive officers of VeriSign as a group.             

The percentage ownership is based on 114,820,683 shares of common stock     
outstanding at March 3, 2000. Shares of common stock that are subject to        
options currently exercisable or exercisable within 60 days of March 3, 2000,   
are deemed outstanding for the purpose of computing the percentage ownership    
of the person holding those options but are not deemed outstanding for          
computing the percentage ownership of any other person. Unless otherwise        
indicated in the footnotes following the table, the persons and entities named  
in the table have sole voting and sole investment power with respect to all     
shares beneficially owned, subject to community property laws where             
applicable.                                                                     

                                                                [Download Table]

                                                                Shares      
                                                             Beneficially   
                                                                 Owned      
                                                           -----------------
Name of Beneficial Owner                                    Number   Percent
------------------------                                   --------- -------
                                                                            
Putnam Investments Inc.(1)................................ 9,738,266   8.5  
Janus Capital Corporation(2).............................. 9,055,055   7.9  
D. James Bidzos(3)........................................ 5,255,300   4.6  
Stratton D. Sclavos(4)....................................   696,856     *  
Richard A. Yanowitch(5)...................................   421,796     *  
Arnold Schaeffer(6).......................................   240,115     *  
Kevin R. Compton(7).......................................   172,401     *  
David J. Cowan(8).........................................   130,195     *  
Dana L. Evan(9)...........................................   126,650     *  
Quentin P. Gallivan(10)...................................    40,000     *  
Diana S. Keith(11)........................................    33,600     *  
Timothy Tomlinson(12).....................................     9,815     *  
William Chenevich.........................................     3,000     *  
All officers and directors as a group (11 persons)(13).... 7,129,728   6.2  

--------                                                                        
*  Less than 1% of VeriSign's common stock                                    
(1) Based on a Schedule 13G filed on February 18, 2000. Represents 8,814,170  
   shares held by Putnam Investment Management, Inc. and 924,096 shares held
   by The Putnam Advisory Company, Inc. Putnam Investment Management and The
Putnam Advisory Company are wholly owned subsidiaries of Putnam       
   Investments. The address of Putnam Investments is One Post Office Square,
Boston, Massachusetts 02109.                                          
(2) Based on a Schedule 13G filed on February 15, 2000. The address of Janus  
  Capital Corporation is 100 Fillmore Street, Denver, Colorado 80206-4923.
(3) Represents 5,000,000 shares held by RSA Security, Inc. or by its wholly   
  owned subsidiaries, 1,000 shares held by D. James Bidzos, 191,800 shares
   held by Kairdos L.L.C., 40,000 shares subject to options held by D. James
Bidzos that are exercisable within 60 days of March 3, 2000 and 22,500
shares subject to options held by Kairdos L.L.C. that are exercisable 
   within 60 days of March 3, 2000. Mr. Bidzos, the Chairman of the Board of
VeriSign, is the President of RSA Security, Inc. an Executive Vice    
President and a director of RSA Security, Inc. and the General manager
and a member of Kairdos L.L.C. Mr. Bidzos disclaims                   

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beneficial ownership of the shares held by Kairdos L.L.C. except for his
proportional interest therein, and disclaims beneficial ownership of the
shares held by RSA Security, Inc. or its wholly owned subsidiaries.     
(4) Includes 4,400 shares held by Stratton or Jody Sclavos as Custodians      
   under UTMA for Nicholas L. Sclavos, 4,400 shares held by Stratton or Jody
Sclavos as Custodians under UTMA for Alexandra C. Sclavos and 17,205  
 shares held by the Sclavos family foundation, of which Mr. Sclavos is a
beneficiary.. Also includes 350,000 shares subject to options held by 
   Stratton D. Sclavos that are exercisable within 60 days of March 3, 2000.
Mr. Sclavos is President, Chief Executive Officer and a director of   
VeriSign.                                                             
(5) Includes 67,500 shares subject to options held by Richard A. Yanowitch    
that are exercisable within 60 days of March 3, 2000. Mr. Yanowitch is
Executive Vice President of Worldwide Marketing of VeriSign. Of the   
  shares shown in the table, as of March 3, 2000, 145,000 are subject to a
  right of repurchase that lapses as to 72,500 of the shares each quarter.
(6) Includes 74,227 shares subject to options held by Arnold Schaeffer that   
are exercisable within 60 days of March 3, 2000. Mr. Schaeffer is Vice
 President of Engineering of VeriSign. Of the shares shown in the table,
 as of March 3, 2000, 38,000 are subject to the right of repurchase that
lapses as to 35,500 of the shares each quarter.                       
(7) Includes 65,875 shares subject to options held by Kevin R. Compton that   
are exercisable within 60 days of March 3, 2000.                      
(8) Includes 29,625 shares subject to options held by Deer III & Co. LLC that 
   are exercisable within 60 days of March 3, 2000 and 18,750 shares subject
  to options held by David J. Cowan that are exercisable within 60 days of
March 3, 2000. Mr. Cowan, a director of VeriSign, is a manager of Deer
   III & Co. LLC. Mr. Cowan disclaims beneficial ownership of shares held by
Deer III & Co. LLC except for his manager interest in that entity.    
(9) Includes 14,000 shares held by Dana L. Evan as Custodian under UTMA for   
  Christopher Thomas Evan, 14,000 shares held by Dana L. Evan as Custodian
   under UTMA for Ryan Joseph Evan and 68,580 shares subject to options held
   by Dana L. Evan that are exercisable within 60 days of March 3, 2000. Ms.
  Evan is Executive Vice President of Finance and Administration and Chief
Financial Officer of VeriSign. Of the shares shown in the table, as of
   March 3, 2000, 62,500 are subject to a right of repurchase that lapses as
to 31,248 of the shares each quarter.                                 
(10) Includes 40,000 shares subject to options held by Quentin Gallivan that    
are exercisable within 60 days of March 3, 2000. Mr. Gallivan is      
Executive Vice President of Worldwide Sales of VeriSign.              
(11) Includes 20,937 shares subject to options held by Diana Keith that are     
exercisable within 60 days of March 3, 2000. Diana Keith is Vice      
President of Customer Service of VeriSign.                            
(12) Includes 4,050 shares subject to options held by Timothy Tomlinson that    
  are exercisable within 60 days of March 3, 2000 and 3,375 shares subject
to options held by TZM Investment Fund that are exercisable within 60 
days of March 3, 2000. Mr. Tomlinson, the Secretary and a director of 
VeriSign, is a general partner of TZM Investment Fund. Mr. Tomlinson  
disclaims beneficiary ownership of shares held by TZM Investments Fund
except for his proportional interest in that entity.                  
(13) Includes the shares described in footnotes (3)--(12).                      

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SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS,  
MANAGEMENT AND DIRECTORS OF NETWORK SOLUTIONS 

The following table sets forth certain information regarding beneficial     
ownership of Network Solutions' common stock as of March 13, 2000, except as    
otherwise indicated, by:                                                        

.  each person who is known by it to beneficially own more than five        
percent of its common stock;                                          

.  each of its directors and nominees for director;                         

.  each of (A) the chief executive officer, or acting chief executing       
  officer during the year ended December 31, 1999, (B) the other four most
highly compensated executive officers of Network Solutions, and (C) an
 individual for whom disclosure in item (B) would have been provided but
  for the fact that the individual was not serving as an executive officer
at the fiscal year ended December 31, 1999; and                       

.  all of its directors and executive officers as a group.                  

                                                                [Download Table]

                                                       Shares              
                                                    Beneficially           
Name of Beneficial Owner(1)                            Owned     Percent(2)
---------------------------                         ------------ ----------
                                                                           
Principal Stockholders:                                                    
SAIC Venture Capital Corporation(3)................  16,300,000     22.5%  
 3573 Howard Hughes Parkway, Suite 200                                     
 Las Vegas, Nevada 89109                                                   
Janus Capital Corporation(4).......................   8,782,900     12.1   
 100 Fillmore Street                                                       
 Denver, Colorado 80206-4923                                               
MFS Investment Management(5).......................   5,200,000      7.2   
 500 Boylston Street                                                       
 Boston, MA 02116                                                          
Directors and Named Executive Officers:                                    
Alan E. Baratz(6)..................................      61,500        *   
J. Robert Beyster..................................       7,200        *   
Bruce L. Chovnick(7)...............................      77,012        *   
Michael A. Daniels(8)..............................     115,360        *   
Jonathan W. Emery(9)...............................      33,169        *   
Craig I. Fields(10)................................      30,000        *   
J. Dennis Heipt(10)................................      30,000        *   
Robert J. Korzeniewski(11).........................      99,631        *   
William A. Roper, Jr...............................       4,000        *   
James P. Rutt(12)..................................       4,200        *   
Stratton D. Sclavos(13)............................      60,400        *   
Donald N. Telage(14)...............................      62,474        *   
Douglas L. Wolford(15).............................      16,803        *   
All current executive officers and directors as a                          
 group (17 persons)(16)............................     703,747        *   

--------                                                                        
*  Less than 1%                                                               
(1) This table is based upon information supplied by officers, directors and  
principal stockholders, and, in the case of principal stockholders,   
Schedules 13D and 13G filed with the SEC. Beneficial ownership is     
   determined in accordance with the rules of the SEC and generally includes
voting or investment power with respect to securities. Except as      
indicated by footnotes and subject to community property laws, where  
   applicable, the persons named above have sole voting and investment power
   with respect to all shares of common stock shown as beneficially owned by
them.                                                                 
(2) Applicable percentage ownership is based on 72,367,694 shares of common   
   stock outstanding as of March 13, 2000. Shares of common stock subject to
   options or other conversion that are exercisable or convertible within 60
  days of March 13, 2000 are deemed to be beneficially owned by the person
 holding those options or conversion rights for the purpose of computing
   the percentage ownership of the person but are not treated as outstanding
for the purpose of computing any other person's percentage ownership. 

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(3) Based on a Schedule 13D filed with the SEC on March 16, 2000 and includes 
 shared voting power and shared dispositive power for 16,300,000 shares.
According to the Schedule 13D, these shares are subject to a voting   
 agreement dated March 6, 2000 between VeriSign and SAIC Venture Capital
pursuant to which SAIC Venture Capital has granted VeriSign an        
irrevocable proxy to vote the shares in favor of the proposed merger  
   between us and VeriSign. VeriSign disclaims beneficial ownership of these
shares. SAIC Venture Capital is a wholly owned subsidiary of SAIC.    
(4) Based on Schedule 13G filed with the SEC dated March 10, 2000 and         
includes sole voting power and sole dispositive power for 8,782,900   
shares.                                                               
(5) Based on our internal information and belief; such beneficial owner did   
not file a report on Schedule 13G with the SEC as of the dates hereof.
(6) Represents 61,500 shares of common stock issuable under options           
exercisable within 60 days of March 13, 2000.                         
(7) Represents 76,200 shares of common stock issuable under options           
  exercisable within 60 days of March 13, 2000, 706 shares purchased under
Network Solutions' Employee Stock Purchase Plan (through December 31, 
   1999), 72 shares purchased and contributed by Network Solutions under the
  Network Solutions 401(k) Retirement Plan (through December 31, 1999), 29
   shares purchased and contributed pursuant to the profit sharing component
   of Network Solutions' 401(k) Retirement Plan (through December 31, 1999),
and 5 shares contributed pursuant to Network Solutions' match under   
SAIC's 401(k) Retirement Plan (through July 1999).                    
(8) Includes 67,200 shares of common stock issuable under options exercisable 
within 60 days of March 13, 2000.                                     
(9) Includes 29,600 shares of common stock issuable under options exercisable 
within 60 days of March 13, 2000, 3,540 shares purchased under Network
  Solutions' Employee Stock Purchase Plan (through December 31, 1999), and
29 shares purchased and contributed pursuant to the profit sharing    
  component of Network Solutions' 401(k) Retirement Plan (through December
31, 1999).                                                            
(10) Includes 30,000 shares of common stock issuable under options exercisable  
within 60 days of March 13, 2000.                                     
(11) Includes 47,240 shares of common stock issuable under options exercisable  
within 60 days of March 13, 2000, 3,322 shares purchased under Network
 Solutions' Employee Stock Purchase Plan (through December 31, 1999), 22
 shares purchased and contributed by Network Solutions under the Network
 Solutions 401(k) Retirement Plan (through December 31, 1999), 29 shares
purchased and contributed pursuant to the profit sharing component of 
   Network Solutions' 401(k) Retirement Plan (through December 31, 1999) and
 10 shares contributed pursuant to Network Solutions' match under SAIC's
401(k) Retirement Plan (through July 1999).                           
(12) Represents 4,200 stock units, representing the right to receive 4,200      
 shares of Network Solutions' common stock, granted to Mr. Rutt pursuant
to his offer letter.                                                  
(13) Includes 58,400 shares of common stock issuable pursuant to options        
exercisable within 60 days of March 13, 2000.                         
(14) Includes 10,200 shares of common stock issuable pursuant to options        
exercisable within 60 days of March 13, 2000, 3,736 shares purchased  
  under Network Solutions' Employee Stock Purchase Plans (through December
31, 1999), 29 shares purchased and contributed pursuant to the profit 
 sharing component of Network Solutions' 401(k) Retirement Plan (through
 December 31, 1999), 9 shares contributed pursuant to Network Solutions'
match under SAIC's 401(k) Retirement Plan (through July 1999) and 4   
   shares purchased and contributed by Network Solutions pursuant to Network
Solutions' 401(k) Retirement Plan. Includes 2,000 shares indirectly   
beneficially owned by Mr. Telage through his spouse.                  
(15) Represents 16,600 shares of common stock issuable pursuant to options      
  exercisable within 60 days of March 13, 2000, 132 shares purchased under
Network Solutions' Employee Stock Purchase Plan (through December 31, 
   1999), 32 shares purchased and contributed by Network Solutions under the
  Network Solutions 401(k) Retirement Plan (through December 31, 1999), 29
   shares purchased and contributed pursuant to the profit sharing component
  of Network Solutions' 401(k) Retirement Plan (through December 31, 1999)
and 10 shares contributed pursuant to Network Solutions' match under  
SAIC's 401K Retirement Plan (through July 1999).                      
(16) Includes an aggregate of 558,480 shares of common stock issuable pursuant  
to options exercisable within 60 days of March 13, 2000, 11,720 shares
purchased under the Employee Stock Purchase Plan (through December 31,
1999), 846 shares purchased and contributed by Network Solutions under
   the Network Solutions 401(k) Retirement Plan (through December 31, 1999),
232 shares purchased and contributed pursuant to the profit sharing   
  component of Network Solutions' 401(k) Retirement Plan (through December
  31, 1999) and 47 shares contributed pursuant to Network Solutions' match
under SAIC's 401(k) Retirement Plan (through July 1999).              

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ADDITIONAL MATTERS BEING SUBMITTED TO A 
VOTE OF ONLY VERISIGN STOCKHOLDERS

Proposal No. 1
Issuance of Shares in the Merger

Please refer to the section entitled "The Merger."

Proposal No. 2
Approval of Amendment to Certificate of Incorporation 

VeriSign's Certificate of Incorporation currently authorizes VeriSign to    
issue up to 200,000,000 shares of common stock and 5,000,000 shares of          
preferred stock. This proposal would amend the certificate of incorporation to  
authorize VeriSign to issue up to 1,000,000,000 shares of common stock and      
5,000,000 shares of preferred stock. The larger number of authorized shares of  
common stock provided for in this proposal will provide VeriSign the certainty  
and flexibility to undertake various types of transactions, including stock     
splits, in the form of stock dividends, financings, increases in the shares     
reserved for issuance under stock incentive plans or other corporate            
transactions not yet determined.                                                

 In order for the VeriSign board to be able to respond to future circumstances
with a reasonable degree of flexibility, VeriSign must have a sufficient number 
of authorized shares to cover any stock dividends or other transactions. For    
example, since there are currently 200,000,000 shares authorized and over       
100,000,000 issued and outstanding shares of VeriSign's common stock and        
approximately another 16,800,000 shares reserved for issuance under VeriSign's  
stock plans, assuming that proposal nos. 5, 6 and 7 are approved. In addition,  
VeriSign will issue approximately 78 million shares in the merger. Under the    
proposed amendment to the certificate of incorporation, the additional shares   
of common stock would be available for issuance without further stockholder     
action, unless stockholder action is otherwise required by Delaware law or the  
rules of any stock exchange or automated quotation system on which the common   
stock may then be listed or quoted. VeriSign has no current plans to issue the  
remainder of the additional authorized shares other than shares that could be   
issued in connection with any additional stock options granted as a result of   
any approved increase in the number of shares reserved for issuance under our   
1998 Equity Incentive Plan or our 1998 Employee Stock Purchase Plan.            

 Based on the number of shares of common stock outstanding as of March 3, 2000
and on consummation of the merger, the VeriSign would have approximately        
192,600,000 shares of common stock being issued and outstanding. This number    
does not include approximately 25.0 million shares of common stock reserved for 
issuance upon exercise of options outstanding and equity awards to be granted   
under VeriSign's equity compensation plans, shares reserved for issuance under  
VeriSign's 1998 Employee Stock Purchase Plan, shares reserved for issuance      
under VeriSign's 1998 Directors Stock Option Plan and shares to subject to      
options (as of March 6, 2000) to be assumed in the merger. Furthermore, during  
the past 12 months, VeriSign has issued shares of its common stock in           
connection with two business combinations and has agreed to issue shares in     
connection with the acquisition of Network Solutions. Although VeriSign         
currently has no agreements or understandings with respect to any other         
material acquisitions, the increase in the authorized number of shares of       
VeriSign common stock will provide VeriSign with additional flexibility with    
regard to any future acquisitions.                                              

The additional shares of VeriSign common stock that would become available  
for issuance if the proposed amendment were adopted could also be used by       
VeriSign to oppose a hostile takeover attempt or delay or prevent changes of    
control of VeriSign or changes in or removal of management of VeriSign. For     
example, without further stockholder approval, the VeriSign board could         
strategically sell shares of common stock in a private transaction to           
purchasers who would oppose a takeover or favor the current board. Although     
this proposal to increase the number of authorized shares of common stock has   
been prompted by business and financial considerations, not by the threat of    
any attempt to accumulate shares or otherwise gain control of VeriSign,         
stockholders nevertheless should be aware that approval of the proposal could   
facilitate future efforts                                                       

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by VeriSign to deter or prevent changes of control of VeriSign, including       
transactions that are favored by a majority of the independent stockholders or  
in which the stockholders might otherwise receive a premium for their shares    
over then-current market prices or benefit in some other manner.                

VeriSign's certificate of incorporation and bylaws contain provisions that  
could have an anti-takeover effect, including the following:                    

.  VeriSign's stockholders may only take action at a meeting and not by     
written consent;                                                      

.  VeriSign's board must be given advance notice regarding stockholder-     
sponsored proposals for consideration at annual meetings and for      
stockholder nominations for the election of directors;                

.  VeriSign has a classified board of directors, with the board being       
divided into three classes that serve staggered three-year terms;     

.  vacancies on the board may be filled until the next annual meeting of    
 stockholders only by majority vote of the directors then in office; and

.  special meetings of stockholders may only be called by the Chairman of   
the Board, the President or the board, not by VeriSign's stockholders.

 In addition, the authority granted by VeriSign's certificate of incorporation
to the board to fix the designations, powers, preferences, rights,              
qualifications, limitations and restrictions of any class or series of          
VeriSign's preferred stock could be used for anti-takeover purposes. The        
proposal to increase the number of authorized shares of common stock, however,  
is not part of any plan to adopt a series of amendments having an anti-takeover 
effect, and VeriSign's management presently does not intend to propose anti-    
takeover measures in future proxy solicitations.                                

The Board Recommends a Vote "FOR" the Amendment 
to VeriSign's Certificate of Incorporation. 

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Proposal No. 3
Approval of Amendment to Bylaws 

VeriSign's bylaws currently set the number of directors on VeriSign's board 
at no less than five and no more than seven. VeriSign's bylaws further require  
any amendment to the bylaws changing the authorized number of directors to be   
adopted only by the affirmative vote of the stockholders holding a majority of  
the outstanding common stock of VeriSign.                                       

This proposal would amend the bylaws to provide a board of directors        
consisting of no less than six members nor more than nine, or other number as   
may be fixed from time to time by resolution of the board of directors.         
Furthermore, for three years following the closing of the merger, any increase  
in the actual number of directors to a total of more than nine will require the 
affirmative vote of 80% of the directors then in office. Because three          
additional directors will have been associated with Network Solutions, SAIC and 
the consent of two of these three directors will be required for subsequent     
increases in the number of directors, it will be more difficult to increase the 
number of directors on the board over nine, which may make it more difficult to 
effect a change in control. The requirement for any amendment to the bylaws     
changing the authorized number of directors to be adopted only by the           
affirmative vote of the stockholders holding a majority of the outstanding      
stock of VeriSign entitled to vote will be removed.                             

The increase in the number of directors is being proposed to comply with    
section 5.12 of the merger agreement, which states that three additional        
directors mutually agreed upon by VeriSign's board and Network Solutions board  
shall be appointed to VeriSign's board. Additionally, removal of the            
requirement to obtain the affirmative vote of the stockholders holding a        
majority of the outstanding stock of VeriSign before changing the authorized    
number of directors will grant the board greater flexibility to change the size 
of the board in the future it VeriSign deems it necessary to do so. The         
requirement of the affirmative vote of 80% of the directors in office was       
negotiated in conjunction with the merger agreement and was designed to prevent 
the disenfranchisement of former Network Solutions stockholders through the     
subsequent appointment of additional board members, which would dilute their    
representation on the VeriSign board.                                           

The Board Recommends a Vote "FOR" Amending VeriSign's Bylaws. 

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Proposal No. 4
Election of directors 

VeriSign's bylaws currently authorize no fewer than five and no more than   
seven directors. VeriSign's board of directors, is currently comprised of six   
directors. The bylaws divide the board into three classes: Class I, Class II    
and Class III, with members of each class serving staggered three-year terms.   
One class of directors is elected by the stockholders at each annual meeting to 
serve a three-year term or until its successors are duly elected and qualified. 
The existing directors were elected pursuant to the provisions of a             
Stockholders' Agreement, which has terminated. The Class I directors, Mr.       
Sclavos and Mr. Tomlinson, will stand for reelection at the 2002 annual         
meeting. The Class II directors, Mr. Compton and Mr. Cowan, are standing for    
reelection or election at this meeting and the Class III directors, Mr. Bidzos  
and Mr. Chenevich, will stand for reelection or election at the 2001 annual     
meeting. If any nominee for any reason is unable to serve, or for good cause    
will not serve, as a director, the proxies may be voted for a substitute        
nominee as the proxy holder may determine. We are not aware of any nominee who  
will be unable to serve, or for good cause will not serve, as a director.       

Directors/Nominees                                                              

The names of the nominees for election as Class II directors at the VeriSign
meeting and of the incumbent Class I and Class III directors, and some          
information about them, are included below.                                     

                                                                [Download Table]

Name                                     Age Position                          
----                                     --- --------                          
                                                                               
Nominees for election as Class II                                              
 directors for a term expiring in 2003:                                        
Kevin R. Compton(2)....................   41 Director                          
David J. Cowan(1)......................   33 Director                          
Incumbent Class I directors with terms                                         
 expiring in 2002:                                                             
Stratton D. Sclavos....................   38 President, Chief Executive Officer
                                              and Director                     
Timothy Tomlinson(2)...................   50 Secretary and Director            
Incumbent Class III directors with                                             
 terms expiring in 2001:                                                       
D. James Bidzos(1).....................   44 Chairman of the Board             
William Chenevich(1)(2)................   56 Director                          

--------                                                                        
Notes: (1)Member of the compensation committee                                  
(2)Member of the audit committee                                          

Stratton D. Sclavos has served as President and Chief Executive Officer and 
as a director of VeriSign since he joined VeriSign in July 1995. From October   
1993 to June 1995, he was Vice President, Worldwide Marketing and Sales of      
Taligent, Inc., a software development company that was a joint venture among   
Apple Computer, Inc., IBM and Hewlett-Packard. Prior to that time, he served in 
various sales, business development and marketing capacities for GO             
Corporation, MIPS Computer Systems, Inc. and Megatest Corporation. Mr. Sclavos  
is also a director and a member of the compensation committee of Network        
Solutions, Inc. and a director of Keynote Systems, Inc., Marimba, Inc. and      
SalesForce.com, Inc.! Mr. Sclavos holds a B.S. degree in Electrical and         
Computer Engineering from the University of California at Davis.                

Timothy Tomlinson has been Secretary and a director of VeriSign since its   
founding in April 1995. He has been a partner of Tomlinson Zisko Morosoli &     
Maser LLP, a law firm, since 1983. Mr. Tomlinson is also a director of Portola  
Packaging, Inc. and Oak Technology, Inc. Mr. Tomlinson holds a B.A. degree in   
Economics, an M.B.A. degree and a J.D. degree from Stanford University.         

Kevin R. Compton has been a director of VeriSign since February 1996. He has
been a general partner of Kleiner Perkins Caufield & Byers, a venture capital   
firm, since January 1990. Mr. Compton is also a director of                     

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Citrix Systems, Inc., Corsair Communications, Inc., Active Software Inc. and    
Rhythms NetConnections, Inc. Mr. Compton holds a B.S. degree in Business        
Management from the University of Missouri.                                     

David J. Cowan has been a director of VeriSign since its founding in April  
1995. From April 1995 to June 1996, he served as our Chairman of the Board, and 
from April 1995 to June 1995 as our Chief Financial Officer. Since August 1996, 
Mr. Cowan has been a general partner of Bessemer Venture Partners, a venture    
capital investment firm, where he now serves as the Managing General Partner.   
Mr. Cowan was an associate at Bessemer Venture Partners from July 1992 to July  
1996. From August 1996 to April 1997, he served as Chief Executive Officer of   
Visto Corporation, an Internet services company. Mr. Cowan also serves as a     
director on the board of Keynote Systems, Inc. as well as the board of several  
private companies. Mr. Cowan holds an A.B. degree in mathematics and computer   
science and an M.B.A. degree from Harvard University.                           

D. James Bidzos has served as Chairman of the Board of VeriSign since its   
founding in April 1995 and served as Chief Executive Officer of VeriSign from   
April 1995 to July 1995. He served as President and Chief Executive Officer of  
RSA Data Security from 1986 to 1999. RSA Data Security, an encryption software  
company, was acquired by Security Dynamics Technologies, Inc., which            
subsequently changed its name to RSA Security, in July 1996 and has been a      
wholly owned subsidiary of Security Dynamics since that time. Mr. Bidzos is     
presently Vice Chairman of the board of directors of RSA Security and a         
director of SmartDisk Corporation. He served as Executive Vice President of RSA 
Security from 1996 to 1999.                                                     

 William Chenevich has been a director of VeriSign since its founding in April
1995. He has been Vice Chairman, Information Systems and Operations of Firstar  
Corporation, a regional bank holding company, since April 1999. Prior to that   
time, he served as Group Executive Vice President, Data Processing Systems of   
VISA, a financial services company, from October 1993. From May 1992 to October 
1993, he was Executive Vice President and Chief Information Officer of Ahmanson 
Corporation, a financial services company. Mr. Chenevich is also a director of  
Longs Drug Stores Corporation. Mr. Chenevich holds a B.B.A. degree in Business  
and an M.B.A. degree in Management from the City College of New York.           

Board of Directors' Meetings and Committees                                     

The board met five times, including telephone conference meetings, and took 
two actions by written consent during 1999. No director attended fewer than 75% 
of the aggregate of the total number of meetings of the board held during the   
period for which that director was a director and the total number of meetings  
held by all committees of the board on which that director served during the    
period that the director served.                                                

The board has established an audit committee to meet with and consider      
suggestions from members of management, as well as VeriSign's independent       
auditors, concerning the financial operations of VeriSign. The audit committee  
also has the responsibility to review audited financial statements of VeriSign  
and consider and recommend the employment of, and approve the fee arrangements  
with, independent auditors for both audit functions and for advisory and other  
consulting services. The audit committee is currently comprised of              
Mr. Chenevich, Mr. Compton and Mr. Tomlinson. The Audit Committee met five      
times during 1999.                                                              

 The board has also established a compensation committee to review and approve
the compensation and benefits for VeriSign's key executive officers, administer 
VeriSign's stock purchase, equity incentive and stock option plans and make     
recommendations to the board regarding these matters. The compensation          
committee is currently comprised of Mr. Bidzos, Mr. Chenevich and Mr. Cowan.    
The compensation committee met three times and acted by written consent two     
times during 1999.                                                              

Director Compensation                                                           

Directors do not receive any cash fees for their service on the board or any
board committee, but they are entitled to reimbursement of all reasonable out-  
of-pocket expenses incurred in connection with their attendance at board and    
board committee meetings. All board members are eligible to receive stock       
options under VeriSign's stock option plans, and outside directors receive      
stock options pursuant to automatic grants of stock options under the 1998      
Directors Stock Option Plan, or the Directors Plan.                             

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In October 1997, the board adopted, and in January 1998 the stockholders    
approved, the Directors Stock Option Plan and reserved a total of 500,000       
shares, as adjusted for stock splits, of VeriSign's common stock for issuance   
under that plan. As of December 31, 1999, options to purchase 300,000 shares of 
common stock had been granted under the Directors' Plan and 200,000 shares      
remained available for future grant. If proposal no. 7 is approved, an          
additional 250,000 shares will be reserved for future grant. Members of the     
board who are not employees of VeriSign, or any parent, subsidiary or affiliate 
of VeriSign are eligible to participate in the Directors Plan. The option       
grants under the Directors Plan are automatic and nondiscretionary, and the     
exercise price of the options is 100% of the fair market value of the common    
stock on the date of grant. Each new director who is eligible to participate    
will initially be granted an option to purchase 60,000 shares on the date that  
director first becomes a director. These grants are referred to as "Initial     
Grants." On each anniversary of a director's Initial Grant or most recent grant 
if that director did not receive an Initial Grant, each eligible director will  
automatically be granted an additional option to purchase 30,000 shares if that 
director has served continuously as a member of the board since the date of     
that director's Initial Grant, or most recent grant if that director did not    
receive an Initial Grant. The term of these options is ten years. They will     
terminate seven months following the date the director ceases to be a director  
or, if VeriSign so specifies in the grant, a consultant of VeriSign (twelve     
months if the termination is due to death or disability). All options granted   
under the Directors Plan will vest as to 6.25% of the shares each quarter after 
the date of grant, provided the optionee continues as a director or, if         
VeriSign so specifies in the grant, as a consultant of VeriSign. Additionally,  
immediately prior to the dissolution or liquidation of VeriSign or a "change in 
control" transaction, all options granted under the Directors Plan will         
accelerate and will be exercisable for a period of up to six months following   
the transaction, after which period any unexercised options will expire. In     
July 1999, VeriSign granted to each of Messrs. Bidzos, Chenevich, Compton,      
Cowan and Tomlinson an option to purchase 30,000 shares of its common stock     
under the Directors Plan with an exercise price of $41.19 per share.            

Compensation Committee Interlocks and Insider Participation                     

No interlocking relationship exists between the board or compensation       
committee and the board of directors or compensation committee of any other     
company.                                                                        

The Board Recommends a Vote "FOR" the Election of 
Each of the Nominated Directors.

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Proposal No. 5
Approval of Amendment to 1998 Equity Incentive Plan 

The following is a summary of the principal provisions of VeriSign's 1998   
Equity Incentive Plan, or the Equity Incentive Plan. This summary is qualified  
in its entirety by reference to the full text of the plan.                      

Plan History                                                                    

In October 1997, the board adopted, and in January 1998 the stockholders    
approved, the Equity Incentive Plan. In addition to the 8,000,000 shares        
initially reserved for issuance under the Equity Incentive Plan, all shares     
remaining available under two predecessor plans, the 1995 Stock Option Plan and 
the 1997 Stock Option Plan, were transferred to the Equity Incentive Plan. In   
March 1999, the board approved, and in May 1999, the stockholders approved, an  
amendment to the Equity Incentive Plan to increase the number of shares         
reserved for issuance under the plan by 8,000,000 shares. As of December 31,    
1999, options to purchase 4,835,074 shares of common stock had been granted     
under the 1998 Equity Incentive Plan and 4,677,031 shares remained available    
for future grant. The Equity Incentive Plan authorizes the award of options,    
restricted stock awards and stock bonuses. Each of these is referred to as an   
Award.                                                                          

Proposed Amendment to the Equity Incentive Plan                                 

In March 2000, the board approved an amendment to the Equity Incentive Plan 
to increase the number of shares reserved and authorized for issuance under the 
plan by 10,000,000 shares. This amendment to the Equity Incentive Plan to       
increase, by an aggregate of 10,000,000 shares, the total number of shares      
issuable under the plan to 25,000,000 shares, excluding any shares transferred  
from the predecessor plans, is the subject of this proposal. The board believes 
that the increase in the number of shares reserved under the Equity Incentive   
Plan proposed by this amendment is necessary in order to enable VeriSign to     
continue to use the grant of stock options and other Awards to retain and       
attract qualified employees, which number of employees will increase            
substantially upon completion of the merger, and to also encourage stock        
ownership by Equity Incentive Plan participants, thereby aligning their         
interests with those of VeriSign's stockholders.                                

VeriSign has no current plans or proposals to award any specific portion of 
the additional options authorized under this proposal to any specific person or 
class of persons.                                                               

Shares Subject to the Equity Incentive Plan                                     

An aggregate of 25,000,000 shares of VeriSign's common stock has been       
reserved by the board for issuance under the Equity Incentive Plan, after       
approval of the amendment under this proposal. If any option granted pursuant   
to the Equity Incentive Plan, or the predecessor 1995 Stock Option Plan or 1997 
Stock Option Plan, expires or terminates for any reason without being exercised 
in whole or in part, or any award terminates without being issued, or any award 
is forfeited or repurchased by VeriSign at the original purchase price, the     
shares released from this award will again become available for grant and       
purchase under the Equity Incentive Plan. This number of shares is subject to   
proportional adjustment to reflect stock splits, stock dividends and other      
similar events.                                                                 

Administration                                                                  

The compensation committee, the members of which are appointed by the board,
administers the Equity Incentive Plan. The compensation committee currently     
consists of Mr. Bidzos, Mr. Chenevich and Mr. Cowan, all of whom are "non-      
employee directors," as that term is defined in the Securities Exchange Act of  
1934, and "outside directors," as that term is defined pursuant to section      
162(m) of the Internal Revenue Code.                                            

 Subject to the terms of the Equity Incentive Plan, the compensation committee
determines the persons who are to receive Awards, the number of shares subject  
to each Award and the terms and conditions of each Award.                       

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The compensation committee has the authority to construe and interpret any of   
the provisions of the Equity Incentive Plan or any Awards granted under the     
plan.                                                                           

Eligibility                                                                     

Employees, officers, directors and consultants of VeriSign, and of any      
subsidiaries and affiliates, are eligible to receive awards under the Equity    
Incentive Plan. No person is eligible to receive more than 400,000 shares of    
common stock in any calendar year under the Equity Incentive Plan, other than   
new employees of VeriSign, including directors and officers who are also new    
employees, who are eligible to receive up to a maximum of 1,000,000 shares of   
common stock in the calendar year in which they commence their employment with  
VeriSign. As of March 3, 2000 approximately 408 persons were eligible to        
participate in the Equity Incentive Plan.                                       

Stock Options                                                                   

The Equity Incentive Plan provides for the grant of both incentive stock    
options, or ISOs, that qualify under section 422 of the Internal Revenue Code,  
and nonqualified stock options, or NQSOs. ISOs may be granted only to employees 
of VeriSign or of a parent or subsidiary of VeriSign. All awards other than     
ISOs may be granted to employees, officers, directors and consultants. The      
exercise price of ISOs must be at least equal to the fair market value of the   
common stock on the date of grant. The exercise price of NQSOs must be at least 
equal to 85% of the fair market value of the common stock on the date of grant. 
The maximum term of options granted under the Equity Incentive Plan is ten      
years, although options are generally granted with a term of seven to ten       
years. Awards granted under the Equity Incentive Plan generally vest as to 25%  
of the shares on the first anniversary of the date of grant and as to 6.25% of  
the shares each of the next 12 quarters.                                        

The exercise price of options granted under the Equity Incentive Plan may be
paid as approved by the compensation committee at the time of grant: (1) in     
cash (by check); (2) by cancellation of indebtedness of VeriSign to the         
participant; (3) by surrender of shares of VeriSign's common stock owned by the 
participant for at least six months and having a fair market value on the date  
of surrender equal to the aggregate exercise price of the option; (4) by tender 
of a full recourse promissory note; (5) by waiver of compensation due to or     
accrued by the participant for services rendered; (6) by a "same-day sale"      
commitment from the participant and a National Association of Securities        
Dealers, Inc., or NASD, broker; (7) by a "margin" commitment from the           
participant and a NASD broker; or (8) by any combination of the above.          

Termination of Options                                                          

 Options are generally exercisable for a period of seven to ten years. Options
granted under the Equity Incentive Plan generally expire three months after the 
termination of the optionee's service, except in the case of death or           
disability, in which case the options generally may be exercised for up to 12   
months following the date of death or termination of service due to disability. 
Options will generally terminate immediately upon termination for cause.        

Restricted Stock Awards                                                         

The compensation committee may grant restricted stock awards to purchase    
stock either in addition to, or in tandem with, other Awards under the Equity   
Incentive Plan, under terms, conditions and restrictions as the compensation    
committee may determine. The purchase price for these Awards must be no less    
than 85% of the fair market value of VeriSign's common stock on the date of the 
Award. In the case of an Award granted to a 10% stockholder, the purchase price 
must be 100% of fair market value. The purchase price can be paid for in any of 
the forms of consideration listed in items (1) through (5) in "Stock Options"   
above, as are approved by the compensation committee at the time of grant. To   
date, VeriSign has not granted any restricted stock awards.                     

Stock Bonus Awards                                                              

 The compensation committee may grant stock bonus awards either in addition to
or in tandem with, other Awards under the Equity Incentive Plan, under terms,   
conditions and restrictions as the compensation committee may determine. To     
date, VeriSign has not granted any stock bonus awards.                          

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Mergers, Consolidations and Change of Control                                   

In the event of the dissolution or liquidation of VeriSign or a "change in  
control" transaction, outstanding Awards may be assumed or substituted by the   
successor corporation, if any. If a successor corporation does not assume or    
substitute the Awards, they will expire upon the effectiveness of the           
transaction. The compensation committee, in its discretion, may provide that    
the vesting of any or all Awards will accelerate prior to the effectiveness of  
the transaction.                                                                

Amendment of the Plan                                                           

The board may at any time amend or terminate the Equity Incentive Plan,     
including amendment of any form of award agreement or instrument to be executed 
pursuant to the Equity Incentive Plan. However, the board may not amend the     
Equity Incentive Plan in any manner that requires stockholder approval or       
related regulations, or the Securities Exchange Act or Rule 16b-3, or any       
successor.                                                                      

Term of the Plan                                                                

The Equity Incentive Plan will terminate in October 2007, unless sooner     
terminated in accordance with the terms of the Equity Incentive Plan.           

Federal Income Tax Information                                                  

The following is a general summary as of the date of this document of the   
federal income tax consequences to VeriSign and participants under the Equity   
Incentive Plan. The federal tax laws may change and the federal, state and      
local tax consequences for any participant will depend upon his or her          
individual circumstances. Each participant has been, and is, encouraged to seek 
the advice of a qualified tax advisor regarding the tax consequences of         
participation in the Equity Incentive Plan.                                     

Incentive Stock Options. A participant will not recognize income upon grant 
of an ISO and will not incur tax on its exercise, unless the participant is     
subject to the alternative minimum tax described below. If the participant      
holds the stock acquired upon exercise of an ISO, or the ISO shares, for one    
year after the date the option was exercised and for two years after the date   
the option was granted, the participant generally will realize capital gain or  
loss, rather than ordinary income or loss, upon disposition of the ISO shares.  
This gain or loss will be equal to the difference between the amount realized   
upon that disposition and the amount paid for the ISO shares.                   

If the participant disposes of ISO shares prior to the expiration of either 
required holding period, which is called a disqualifying disposition, then gain 
realized upon the disposition, up to the difference between the fair market     
value of the ISO shares on the dates of exercise, or, if less, the amount       
realized on a sale of the shares, and the option exercise price, generally will 
be treated as ordinary income. Any additional gain will be capital gain; taxed  
at a rate that depends upon the amount of time the ISO shares were held by the  
participant.                                                                    

Alternative Minimum Tax. The difference between the fair market value of the
ISO shares on the date of exercise and the exercise price is an adjustment to   
income for purposes of the alternative minimum tax, or "AMT." The AMT, which is 
imposed to the extent it exceeds the taxpayer's regular tax, is 26% of an       
individual taxpayer's alternative minimum taxable income. The AMT rate          
increases to 28% in the case of alternative minimum taxable income in excess of 
$175,000. A maximum 20% AMT rate applies to the portion of alternative minimum  
taxable income that would otherwise be taxable as net capital gain. Alternative 
minimum taxable income is determined by adjusting regular taxable income for    
certain items, increasing that income by certain tax preference items,          
including the difference between the fair market value of the ISO shares on the 
date of exercise and the exercise price, and reducing this amount by the        
applicable exemption amount. The exemption amount is $45,000 in the case of a   
joint return, subject to reduction under certain circumstances. If a            
disqualifying disposition of the ISO shares occurs in the same calendar year as 
an exercise of the ISO, there is no AMT adjustment with respect to those        
shares. Also upon a sale of ISO shares that is not                              

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a disqualifying disposition, alternative minimum taxable income is reduced in   
the year of sale by the excess of fair market value of the ISO shares at        
exercise over the amount paid for the ISO shares. Special rules apply where all 
or a portion of the exercise price is paid by tendering shares of common stock. 

Nonqualified Stock Options. A participant will not recognize any taxable    
income at the time a NQSO is granted. However, upon exercise of a NQSO the      
participant will include in income as compensation an amount equal to the       
difference between the fair market value of the shares on the date of exercise  
and the participant's exercise price. The included amount will be treated as    
ordinary income by the participant and may be subject to income tax and FICA    
withholding by VeriSign, either by payment in cash or withholding out of the    
participant's salary. Upon resale of the shares by the participant, any         
subsequent appreciation or depreciation in the value of the shares will be      
treated as capital gain or loss. Special rules apply where all, or a portion,   
of the exercise price is paid by tendering shares of common stock.              

Tax Treatment of VeriSign. VeriSign will be entitled to a deduction in      
connection with the exercise of a NQSO by a participant or the receipt of       
restricted stock or stock bonuses by a participant to the extent that the       
participant recognizes ordinary income. VeriSign will be entitled to a          
deduction in connection with the disposition of ISO shares only to the extent   
that the participant recognizes ordinary income on a disqualifying disposition  
of the ISO shares.                                                              

ERISA                                                                           

The Equity Incentive Plan is not subject to any of the provisions of the    
Employee Retirement Income Security Act of 1974 or "ERISA" and is not qualified 
under section 401(a) of the Internal Revenue Code.                              

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New Plan Benefits                                                               

No option grants have been made through March 31, 2000 under the Equity     
Incentive Plan out of the 10,000,000 additional shares reserved under the       
Equity Incentive Plan that stockholders are being asked to approve. The numbers 
of option grants to be made under the Equity Incentive Plan in 2000 to the      
individuals or groups of individuals listed in the table below, and the prices  
at which these grants will be made, are not determinable. The following table   
sets forth the option grants that were made during the year ended December 31,  
1999 under the Equity Incentive Plan to:                                        

.  the VeriSign named executive officers;                                   

.  all current executive officers, as a group;                              

.  all current directors who are not executive officers, as a group; and    

.  all employees including officers who are not executive officers, as a    
group.                                                                

                                                                [Download Table]

                                                    Weighted Average Number of
                                                     Exercise Price   Shares  
Name and Position                                         (1)           (1)   
-----------------                                   ---------------- ---------
                                                                              
Stratton D. Sclavos................................     $37.0625       400,000
 President and Chief Executive Officer                                        
Quentin P. Gallivan................................      37.0625       300,000
 Executive Vice President of Worldwide Sales                                  
Richard A. Yanowitch...............................      37.0625       200,000
 Executive Vice President of Worldwide Marketing                              
Dana L. Evan.......................................      37.0625       200,000
 Executive Vice President of Finance and                                      
  Administration and Chief Financial Officer                                  
Diana Keith........................................      37.0625       150,000
 Vice President of Customer Service                                           
Arnold Schaeffer...................................          --            -- 
 Executive Vice President of Engineering                                      
All current executive officers as a group (5                                  
 persons)..........................................      37.0625     1,250,000
All current directors who are not executive                                   
 officers as a group (5 persons)...................      41.1875       150,000
All employees, including officers who are not                                 
 executive officers, as a group....................      35.1869     5,529,950

--------                                                                        
(1) The exercise price and number of options to be granted in the future under  
 the Equity Incentive Plan is unknown, as the exercise price will be equal
to fair market value on the date of grant, and option grants are made at
the discretion of the compensation committee.                           

The Board Recommends a Vote "FOR" Increasing the Number 
of Shares of Common Stock Authorized For Issuance 
Under the Equity Incentive Plan.

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Proposal No. 6
Approval of Amendment to 1998 Employee Stock Purchase Plan

The following is a summary of the principal provisions of VeriSign's 1998   
Employee Stock Purchase Plan, or the Purchase Plan. This summary is qualified   
in its entirety by reference to the full text of the plan.                      

Purchase Plan History                                                           

In December 1997, the board adopted, and in January 1998 the stockholders   
approved, the Purchase Plan. Except for the first offering, each offering under 
the Purchase Plan will be for a period of 24 months and will consist of six-    
month purchase periods. Offering periods begin on February 1 and August 1. Each 
participant will be granted an option on the first day of the offering period   
and the option will be automatically exercised on the last day of each purchase 
period during the offering period. The purchase price for the common stock      
purchased under the Purchase Plan is 85% of the lesser of the fair market value 
of the common stock on the first day of the applicable offering period and on   
the last day of the applicable purchase period. The Compensation Committee has  
the power to change the duration of offering periods and purchase periods       
without stockholder approval, if the change is announced at least 15 days prior 
to the beginning of the offering or purchase period to be affected.             

 VeriSign initially reserved 2,000,000 shares of its common stock for issuance
under the Purchase Plan and in March 1999, the board approved, and in May 1999, 
the stockholders approved, an amendment to the Purchase Plan to increase the    
number of shares reserved for issuance thereunder by 1,000,000 shares. As of    
December 31, 1999, 780,796 shares had been issued under the Purchase Plan and   
1,219,204 shares remained available for future issuance under the Purchase      
Plan.                                                                           

Proposed Amendment to the Purchase Plan                                         

In March 2000, the board approved an amendment to the Purchase Plan to      
increase the number of shares reserved and authorized for issuance under the    
Purchase Plan by 500,000 shares and an automatic annual increase in an amount   
equal to 1% of the outstanding shares of VeriSign common stock. This amendment  
to the Purchase Plan to increase, by an aggregate of 500,000 shares, the total  
number of shares issuable under the Purchase Plan to 3,500,000 shares is the    
subject of this proposal. The board believes that the increase in the number of 
shares reserved under the Purchase Plan proposed by this amendment is necessary 
in order to enable VeriSign to continue to provide its employees, which will    
increase substantially upon completion of the merger, the opportunity to        
purchase common stock through payroll deductions and to encourage stock         
ownership by Purchase Plan participants, thereby aligning their interests with  
those of VeriSign's stockholders.                                               

Shares Subject to the Purchase Plan                                             

The board has reserved an aggregate of 3,500,000 shares of VeriSign common  
stock for issuance under the Purchase Plan, after approval of the amendment     
under this proposal. In addition, on each January 1, the aggregate number of    
shares of common stock reserved for issuance shall be increased automatically   
by a number of shares equal to 1% of the total outstanding shares of VeriSign   
as of the immediately preceding December 31. However, in no event shall this    
increase exceed 2,500,000 shares per year.                                      

Administration                                                                  

The compensation committee, administers the Purchase Plan, The compensation 
committee has the authority to construe and interpret any of the provisions of  
the Purchase Plan.                                                              

Eligibility                                                                     

Employees generally are eligible to participate in the Purchase Plan if they
are customarily employed by VeriSign or by a participating subsidiary for more  
than 20 hours per week and more than five months in a                           

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calendar year. VeriSign or a participating subsidiary also must have employed   
the employee at least ten days prior to the beginning of the offering period.   
Eligible employees may select a rate of payroll deduction between 2% and 10% of 
their compensation and are subject to certain maximum purchase limitations.     

As of February 1, 2000, the beginning of the most recent offering period,   
approximately 344 employees, including five executive officers, were eligible   
to participate in the Purchase Plan.                                            

Special Limitations                                                             

The Purchase Plan imposes limitations upon a participant's rights to acquire
common stock, including the following limitations:                              

.  Purchase rights may not be granted to any individual who owns stock,     
including stock purchasable under any outstanding purchase rights,    
  possessing 5% or more of the total combined voting power or value of all
classes of stock of VeriSign or any of its affiliates; and            

.  Purchase rights granted to a participant may not permit the individual   
to purchase more than $25,000 of common stock, valued at the time each
purchase right is granted, during any one calendar year.              

Termination of Purchase Rights                                                  

A purchase right will terminate upon the participant's election to withdraw 
from the Purchase Plan. Any payroll deductions that the participant may have    
made with respect to the terminated purchase right will be refunded to the      
participant if the election to withdraw from the Purchase Plan is received by   
VeriSign at least 15 days prior to the end of a purchase period. If the         
participant's election to withdraw is received by VeriSign less than 15 days    
prior to the end of a purchase period, the participant's payroll deductions     
will be used to purchase shares on the purchase date and his/her participation  
will end at the beginning of the next purchase period or offering period. A     
participant's election to withdraw from the Purchase Plan is irrevocable, and   
the participant may not rejoin the purchase period or offering period for which 
the terminated purchase right was granted.                                      

A purchase right will also terminate upon the participant's termination of  
employment. Any payroll deductions that the participant may have made during    
the purchase period in which the termination occurs will be refunded to the     
participant.                                                                    

 In addition, VeriSign has specifically reserved the right, exercisable in the
sole discretion of the board, to terminate the Purchase Plan at any time. If    
VeriSign exercises this right, then the Purchase Plan will terminate in its     
entirety and no further purchase rights will be granted or exercised under the  
Purchase Plan.                                                                  

Stockholder Rights                                                              

No participant will have any stockholder rights with respect to the shares  
covered by his or her purchase rights until the shares are actually purchased   
on the participant's behalf. No adjustment will be made for dividends,          
distributions or other rights for which the record date is prior to the date of 
the purchase.                                                                   

Assignability                                                                   

No purchase rights will be assignable or transferable by the participant,   
except by will or the laws of inheritance following the participant's death.    
Each purchase right will, during the lifetime of the participant, be            
exercisable only by the participant.                                            

Mergers, Consolidations and Change of Control                                   

The Purchase Plan provides that, in the event of the proposed dissolution or
liquidation of VeriSign, the offering period will terminate immediately prior   
to the consummation of the proposed action, provided that the                   

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Compensation Committee may fix a different date for termination of the Purchase 
Plan and may give each participant the opportunity to purchase shares under the 
Purchase Plan prior to the termination. The Purchase Plan provides that, in the 
event of specified "change of control" transactions, the Purchase Plan will     
continue for all offering periods that began prior to the transaction and       
shares will be purchased based on the fair market value of the surviving        
corporation's stock on each purchase date.                                      

Amendment of the Plan                                                           

The board has the authority to amend, terminate or extend the term of the   
Purchase Plan, except that no action may adversely affect any outstanding       
options previously granted under the Purchase Plan and stockholder approval is  
required to increase the number of shares that may be issued or change the      
terms of eligibility under the Purchase Plan.                                   

The Purchase Plan will terminate in December 2007, unless terminated earlier
under the terms of the Purchase Plan, including the issuance of all of the      
shares of common stock reserved for issuance under the Purchase Plan.           

Federal Tax Consequences                                                        

The Purchase Plan is intended to be an "employee stock purchase plan" within
the meaning of section 423 of the Internal Revenue Code. Under a qualified      
plan, no taxable income will be reportable by a participant, and no deductions  
will be allowable to VeriSign, as a result of the grant or exercise of the      
purchase rights issued under the Purchase Plan. Taxable income will not be      
recognized until there is a sale or other disposition of the shares acquired    
under the Purchase Plan or in the event the participant should die while still  
owning the purchased shares.                                                    

 If the participant sells or otherwise disposes of the purchased shares within
two years after commencement of the offering period during which those shares   
were purchased or within one year of the date of purchase, the participant will 
recognize ordinary income in the year of sale or disposition equal to the       
amount by which the fair market value of the shares on the purchase date        
exceeded the purchase price paid for those shares. If the participant sells or  
disposes of the purchased shares more than two years after the commencement of  
the offering period in which those shares were purchased and more than one year 
from the date of purchase, then the participant will recognize ordinary income  
in the year of sale or disposition equal to the lesser of the amount by which   
the fair market value of the shares on the sale or disposition date exceeded    
the purchase price paid for those shares or 15% of the fair market value of the 
shares on the date of commencement of such offering period. Any additional gain 
upon the disposition will be taxed as a capital gain.                           

If the participant still owns the purchased shares at the time of death, the
lesser of the amount by which the fair market value of the shares on the date   
of death exceeds the purchase price or 15% of the fair market value of the      
shares on the date of commencement of the offering period during which those    
shares were purchased will constitute ordinary income in the year of death.     

If the purchased shares are sold or otherwise disposed of within two years  
after commencement of the offering period during which those shares were        
purchased or within one year after the date of purchase, then VeriSign will be  
entitled to an income tax deduction in the year of sale or disposition equal to 
the amount of ordinary income recognized by the participant as a result of that 
sale or disposition. No deduction will be allowed in any other case.            

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New Purchase Plan Benefits                                                      

 No shares have been issued through March 31, 2000 under the Purchase Plan out
of the 250,000 additional shares reserved under the Purchase Plan that          
stockholders are being asked to approve. The number of shares to be issued      
under the Purchase Plan in 2000 to the individuals or groups of individuals     
listed in the table below and the net values to be realized upon these          
issuances, are not determinable. The following table sets forth the Purchase    
Plan shares that were issued during the year ended December 31, 1999 under the  
Purchase Plan to:                                                               

.  the VeriSign named executive officers;                                   

.  all current executive officers, as a group;                              

.  all current directors who are not executive officers, as a group; and    

.  all employees, including officers who are not executive officers, as a   
group.                                                                

                                                                [Download Table]

                                                                     Number of
                                                          Net Value   Shares  
Name and Position                                        Realized(1) Purchased
-----------------                                        ----------- ---------
                                                                              
Stratton D. Sclavos..................................... $  241,983    10,364 
 President and Chief Executive Officer                                        
Quentin P. Gallivan.....................................    272,541     9,872 
 Executive Vice President of Worldwide Sales                                  
Richard A. Yanowitch....................................    189,272     7,140 
 Executive Vice President of Worldwide Marketing                              
Dana L. Evan............................................    196,554     7,492 
 Executive Vice President of Finance and Administration                       
  and Chief Financial Officer                                                 
Diana S. Keith..........................................    170,331     6,390 
 Vice President of Customer Service                                           
Arnold Schaeffer........................................    189,370     7,146 
 Executive Vice President of Engineering                                      
All current executive officers as a group (5 persons)...  1,260,050    48,404 
All current directors who are not executive officers as                       
 a group (5 persons)....................................        --        --  
All employees, including officers who are not executive                       
 officers, as a group................................... 13,348,936   499,492 

--------                                                                        
(1) Computed as the fair market value of the purchased shares on the purchase   
date less the purchase price.                                           

The Board of Directors Recommends a Vote "FOR" Increasing 
the Number of Shares of Common Stock Authorized 
for Issuance Under the Purchase Plan. 

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Proposal No. 7
Approval of Amendment to 1998 Directors Stock Option Plan 

The following is a summary of the principal provisions of VeriSign's 1998   
Directors Stock Option Plan, or the Directors Plan. This summary is qualified   
in its entirety by reference to the full text of the plan.                      

Plan History                                                                    

In October 1997, the board adopted, and in January 1998 the stockholders    
approved, the 1998 Directors Stock Option Plan and reserved a total of 500,000  
shares, as adjusted for stock splits, of VeriSign's common stock for issuance   
under that plan. As of December 31, 1999, options to purchase 300,000 shares of 
common stock had been granted under the Directors Plan and 200,000 shares       
remained available for future grant. The Directors Plan authorizes the award of 
options, restricted stock awards and stock bonuses. Each of these is referred   
to as an Award.                                                                 

Proposed Amendment to the Directors Plan                                        

In March 2000, the board approved an amendment to the Directors Plan to     
increase the number of shares reserved and authorized for issuance under the    
plan by 250,000 shares. This amendment to the Directors Plan to increase, by an 
aggregate of 250,000 shares, the total number of shares issuable under the plan 
to 750,000 shares, is the subject of this proposal. The board believes that the 
increase in the number of shares reserved under the Directors Plan proposed by  
this amendment is necessary in order to enable VeriSign to continue to use the  
grant of stock options to retain and attract directors.                         

Shares Subject to the Directors Plan                                            

An aggregate of 750,000 shares of VeriSign's common stock has been reserved 
by the board for issuance under the Directors Plan, after approval of the       
amendment under this proposal. If any option granted pursuant to the Directors  
Plan expires or terminates for any reason without being exercised in whole or   
in part, or any award terminates without being issued, or any award is          
forfeited, the shares released from this award will again become available for  
grant and purchase under the Directors Plan. This number of shares is subject   
to proportional adjustment to reflect stock splits, stock dividends and other   
similar events.                                                                 

Administration                                                                  

The Directors Plan may be administered by the board or by a committee of not
less than two members of the board appointed to administer the Directors Plan.  
Currently, this Plan is administered by the board. The board, or the committee  
appointed by the board, has the authority to construe and interpret any of the  
provisions of the Directors Plan or any options granted under the plan.         

Eligibility                                                                     

Members of the board who are not employees of VeriSign, or any parent,      
subsidiary or affiliate of VeriSign are eligible to participate in the          
Directors Plan.                                                                 

Stock Options                                                                   

The option grants under the Directors Plan are automatic and                
nondiscretionary, and the exercise price of the options is 100% of the fair     
market value of the common stock on the date of grant. Each new director who is 
eligible to participate will initially be granted an option to purchase 60,000  
shares on the date that director first becomes a director. These grants are     
referred to as "Initial Grants." On each anniversary of a director's Initial    
Grant or most recent grant if that director did not receive an Initial Grant,   
each eligible director will                                                     

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automatically be granted an additional option to purchase 30,000 shares if that 
director has served continuously as a member of the board since the date of     
that director's Initial Grant, or most recent grant if that director did not    
receive an Initial Grant.                                                       

All options granted under the Directors Plan will vest as to 6.25% of the   
shares each quarter after the date of grant, provided the optionee continues as 
a director or, if VeriSign so specifies in the grant, as a consultant of        
VeriSign.                                                                       

 The exercise price of options granted under the Directors Plan may be paid as
approved by the board or by a committee appointed by the board at the time of   
grant: (1) in cash (by check); (2) by cancellation of indebtedness of VeriSign  
to the participant; (3) by surrender of shares of VeriSign's common stock owned 
by the participant for at least six months and having a fair market value on    
the date of surrender equal to the aggregate exercise price of the option; (4)  
by tender of a full recourse promissory note; (5) by waiver of compensation due 
to or accrued by the participant for services rendered; (6) by a "same-day      
sale" commitment from the participant and a National Association of Securities  
Dealers, Inc., or NASD, broker; (7) by a "margin" commitment from the           
participant and a NASD broker; or (8) by any combination of the above.          

Termination of Options                                                          

The term of these options is ten years. They will terminate seven months    
following the date the director ceases to be a director or, if VeriSign so      
specifies in the grant, a consultant of VeriSign (twelve months if the          
termination is due to death or disability).                                     

Dissolution, Liquidation or Change in Control                                   

Immediately prior to the dissolution or liquidation of VeriSign or a "change
in control" transaction, all options granted under the Directors Plan will      
accelerate and will be exercisable for a period of up to six months following   
the transaction, after which period any unexercised options will expire.        

Amendment of the Plan                                                           

The board may at any time amend or terminate the Directors Plan, including  
amendment of any form of award agreement or instrument to be executed pursuant  
to the Directors Plan. However, the board may not amend the Directors Plan in   
any manner that requires stockholder approval or related regulations, or the    
Security Exchange Act or Rule 16b-3, or any successor.                          

Term of the Plan                                                                

The Directors Plan will terminate in October 2007, unless sooner terminated 
in accordance with the terms of the Directors Plan.                             

Federal Income Tax Information                                                  

The following is a general summary as of the date of this document of the   
federal income tax consequences to VeriSign and participants under the          
Directors Plan. The federal tax laws may change and the federal, state and      
local tax consequences for any participant will depend upon his or her          
individual circumstances. Each participant has been, and is, encouraged to seek 
the advice of a qualified tax advisor regarding the tax consequences of         
participation in the Directors Plan.                                            

Nonqualified Stock Options. A participant will not recognize any taxable    
income at the time a NQSO is granted. However, upon exercise of a NQSO the      
participant will include in income as compensation an amount equal to the       
difference between the fair market value of the shares on the date of exercise  
and the participant's exercise price. The included amount will be treated as    
ordinary income by the participant and may be subject to                        

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income tax and FICA withholding by VeriSign, either by payment in cash or       
withholding out of the participant's salary. Upon resale of the shares by the   
participant, any subsequent appreciation or depreciation in the value of the    
shares will be treated as capital gain or loss. Special rules apply where all,  
or a portion, of the exercise price is paid by tendering shares of common       
stock.                                                                          

Tax Treatment of VeriSign. VeriSign will be entitled to a deduction in      
connection with the exercise of a NQSO by a participant or the receipt of       
restricted stock or stock bonuses by a participant to the extent that the       
participant recognizes ordinary income.                                         

ERISA                                                                           

The Directors Plan is not subject to any of the provisions of the Employee  
Retirement Income Security Act of 1974 or "ERISA" and is not qualified under    
section 401(a) of the Internal Revenue Code.                                    

New Plan Benefits                                                               

No option grants have been made through March 31, 2000 under the Directors  
Plan out of the 250,000 additional shares reserved under the Directors Plan     
that stockholders are being asked to approve.                                   

 In July 1999, VeriSign granted to each of Messrs. Bidzos, Chenevich, Compton,
Cowan and Tomlinson an option to purchase 30,000 shares of its common stock     
under the Directors Plan with an exercise price of $41.19 per share.            

The Board Recommends a Vote "FOR" Increasing the Number 
of Shares of Common Stock Authorized For Issuance 
Under the Directors Plan. 

Proposal No. 8
Ratification of Selection of Independent Auditors 

VeriSign has selected KPMG LLP as its independent auditors to perform the   
audit of its financial statements for the year ending December 31, 2000, and    
the stockholders are being asked to ratify this selection. Representatives of   
KPMG LLP are expected to be present at the meeting, will have the opportunity   
to make a statement at the meeting if they desire to do so and are expected to  
be available to respond to appropriate questions.                               

The affirmative vote of a majority of the shares of common stock represented
in person or by proxy at the meeting and voting together as a class will be     
required to approve the ratification of KPMG LLP as VeriSign's independent      
auditors.                                                                       

The Board Recommends a Vote "FOR" the Ratification
of the Selection of KPMG LLP. 

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MANAGEMENT OF VERISIGN

Executive Officers                                                              

The following table sets forth information regarding the executive officers 
of VeriSign as of December 31, 1999:                                            

                                                                [Download Table]

         Name          Age                     Position                   
         ----          ---                     --------                   
                                                                          
Stratton D. Sclavos...  38 President, Chief Executive Officer and Director
Dana L. Evan..........  40 Executive Vice President of Finance and        
                           Administration and Chief Financial Officer     
Quentin P. Gallivan...  42 Executive Vice President of Worldwide Sales    
Diana S. Keith........  40 Vice President of Customer Services            
Arnold Schaeffer......  36 Executive Vice President of Engineering        
Richard A. Yanowitch..  43 Executive Vice President of Worldwide Marketing

Stratton D. Sclavos has served as President and Chief Executive Officer and 
as a director of VeriSign since he joined VeriSign in July 1995. From October   
1993 to June 1995, he was Vice President, Worldwide Marketing and Sales of      
Taligent, Inc., a software development company that was a joint venture among   
Apple Computer, Inc., IBM and Hewlett-Packard. Prior to that time, he served in 
various sales, business development and marketing capacities for GO             
Corporation, MIPS Computer Systems, Inc. and Megatest Corporation. Mr. Sclavos  
is also a director and a member of the compensation committee of Network        
Solutions, Inc. and a director of Keynote Systems, Inc., Marimba, Inc. and      
SalesForce.com, Inc. Mr. Sclavos holds a B.S. degree in Electrical and Computer 
Engineering from the University of California at Davis.                         

Dana L. Evan has served as Vice President of Finance and Administration and 
Chief Financial Officer of VeriSign since she joined VeriSign in June 1996.     
From 1988 to June 1996, she worked as a financial consultant in the capacity of 
chief financial officer, vice president of finance or corporate controller for  
various public and private companies and partnerships, including VeriSign from  
November 1995 to June 1996, Delphi Bioventures, a venture capital firm, from    
1988 to June 1995, and Identix Incorporated, a manufacturer of biometric        
identity verification and imaging products, from 1991 to August 1993. Prior to  
1988, she was employed by KPMG LLP, most recently as a senior manager. Ms. Evan 
is a certified public accountant and holds a B.S. degree in Commerce with a     
concentration in Accounting and Finance from the University of Santa Clara.     

 Diana S. Keith has served as Vice President of Customer Services since August
1998. From June 1996 to August 1998 she was Director of Customer Services for   
VeriSign. From May 1988 to June 1996 she was employed by Apple Computer, Inc.,  
most recently as the Senior Manager of Worldwide Operations of Apple Online     
Systems. Ms. Keith holds a B.S. degree in Business Management and               
Administration from San Jose State University.                                  

Quentin P. Gallivan has served as Vice President of Worldwide Sales of      
VeriSign since he joined VeriSign in October 1997. From April 1996 to October   
1997, he was Vice President for Asia Pacific and Latin America of Netscape, a   
software company. Prior to that time, Mr. Gallivan was with General Electric    
Information Services, an electronic commerce services company, most recently as 
Vice President, Sales and Services for the Americas.                            

Arnold Schaeffer has served as Vice President of Engineering of VeriSign    
since he joined VeriSign in January 1996. From March 1992 to December 1995, he  
was employed by Taligent, most recently as Vice President of Engineering,       
CommonPoint Products. Prior to working at Taligent, he served as a software     
engineer for Apple, Intellicorp and Hewlett-Packard. Mr. Schaeffer holds a B.S. 
degree in Information and Computer Science from the Georgia Institute of        
Technology and an M.B.A. degree from the University of California at Berkeley.  

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Richard A. Yanowitch has served as Vice President of Marketing of VeriSign  
since he joined VeriSign in May 1996. From July 1995 to May 1996, he was a      
management consultant to private software companies. From 1989 to June 1995, he 
held a series of marketing positions with Sybase, Inc., a software company,     
most recently as Vice President of Corporate Marketing. Prior to that time, he  
held various sales, marketing and operating positions with The Santa Cruz       
Operation, Inc., Digital Equipment Corporation, Lanier Harris Corporation and   
Brooks International Corporation. Mr. Yanowitch holds a B.A. degree in History  
from Swarthmore College and an M.B.A. degree in Entrepreneurial Management and  
Marketing from Harvard Business School.                                         

Executive Compensation                                                          

The following table sets forth summary information concerning the           
compensation awarded to, earned by, or paid for services rendered to VeriSign   
in all capacities during 1997, 1998 and 1999 by VeriSign's Chief Executive      
Officer and the four most highly compensated executive officers, other than the 
Chief Executive Officer, who were serving as executive officers at the end of   
1999 and one executive officer, on a sabbatical at the end of 1999, who would   
have otherwise been included in the following table. These officers are         
referred to together as the named executive officers.                           

Summary Compensation Table

                                                                [Download Table]

                                                  Long-Term  
                                                 Compensation
                           Annual Compensation      Awards   
                          ---------------------- ------------
                                                  Securities 
   Name and Principal                             Underlying 
        Position          Year  Salary   Bonus     Options   
   ------------------     ---- -------- -------- ------------
                                                             
Stratton D. Sclavos...... 1999 $250,000 $ 78,125   400,000   
 President and Chief                                         
  Executive Officer       1998  250,000  130,625   400,000   
                          1997  200,000  183,022   100,000   

Quentin P. Gallivan...... 1999  150,000  150,000   300,000   
 Executive Vice President                                    
  of Worldwide Sales      1998  150,000  150,000    45,000   
                          1997   40,866      --    115,000   

Richard A. Yanowitch..... 1999  165,000   49,840   200,000   
 Executive Vice President                                    
  of Worldwide            1998  166,667   67,070    45,000   
  Marketing               1997  140,000   59,084       --    

Dana L. Evan............. 1999  165,000   49,840   200,000   
 Executive Vice President                                    
  of Finance and          1998  167,708   65,046    60,000   
  Administration and                                         
  Chief Financial Officer 1997  145,000   46,349    45,000   

Diana S. Keith........... 1999  150,000   47,630   150,000   
 Vice President of                                           
  Customer Service        1998  143,295   27,384   280,000   
                          1997  135,914   13,341       --    

Arnold Schaeffer......... 1999  165,000   49,840       --    
 Executive Vice President                                    
  of Engineering          1998  167,708   48,572    90,000   
                          1997  145,000   30,226    58,000   

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Option Grants in Fiscal 1999  

The following table sets forth information regarding stock options granted  
to each of the named executive officers during the year ended December 31,      
1999.                                                                           

                                                        [Enlarge/Download Table]

                                         Individual Grants(1)                                       
                         ----------------------------------------------------                       
                                                                               Potential Realizable 
                                                                                 Value at Assumed   
                         Number of     Percent of                             Annual Rates of Stock 
                         Securities   Total Options                           Price Appreciation For
                         Underlying    Granted to       Exercise                  Option Term(2)    
                          Options     Employees in       Price     Expiration ----------------------
          Name            Granted   Fiscal Year(%)(3) Per Share(4)    Date        5%         10%    
          ----           ---------- ----------------- ------------ ---------- ---------- -----------
                                                                                                    
Stratton D. Sclavos.....  400,000          5.8%          $37.06     7/30/06   $6,035,264 $14,064,731
Quentin P. Gallivan.....  300,000          4.4            37.06     7/30/06    4,526,448  10,548,548
Richard A. Yanowitch....  200,000          2.9            37.06     7/30/06    3,017,632   7,032,366
Dana L. Evan............  200,000          2.9            37.06     7/30/06    3,017,632   7,032,366
Arnold Schaeffer........      --           --               --          --           --          -- 
Diana S. Keith..........  150,000          2.2            37.06     7/30/06    2,263,224   5,274,274

--------                                                                        
Notes:                                                                          
(1) Options granted in 1999 were granted under VeriSign's 1998 Equity           
Incentive Plan. These options become exercisable with respect to 25% of 
the shares covered by the option on the first anniversary of the date of
  grant and with respect to an additional 6.25% of these shares each quarter
thereafter. These options have a term of seven years. Upon specific     
changes in control of VeriSign, this vesting schedule will accelerate as
to 50% of any shares that are then unvested.                            
(2) Potential realizable values are net of exercise price but before taxes,     
and are based on the assumption that the common stock of VeriSign       
appreciates at the annual rate shown, compounded annually, from the date
of grant until the expiration of the seven-year term. These numbers are 
  calculated based on Securities and Exchange Commission requirements and do
not reflect VeriSign's projection or estimate of future stock price     
growth.                                                                 
(3) VeriSign granted options to purchase 6,869,950 shares of common stock to    
employees during 1999.                                                  
(4) Options were granted at an exercise price equal to the fair market value    
per share of VeriSign common stock, as quoted on the Nasdaq National    
Market.                                                                 

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Aggregate Option Exercises in Fiscal 1999 and Fiscal Year-End Option Values 

The following table sets forth for each of the named executive officers the 
shares acquired and the value realized on each exercise of stock options during 
the year ended December 31, 1999 and the year-end number and value of           
exercisable and unexercisable options.                                          

                                                        [Enlarge/Download Table]

                                               Number of Securities      Value of Unexercised   
                          Shares              Underlying Unexercised         In-the-Money       
                         Acquired             Options at 12/31/99(1)    Options at 12/31/99(2)  
                            on      Value    ------------------------- -------------------------
          Name           Exercise  Realized  Exercisable Unexercisable Exercisable Unexercisable
          ----           -------- ---------- ----------- ------------- ----------- -------------
                                                                                                
Stratton D. Sclavos.....     --          --    300,000     1,800,000   $55,700,150 $314,849,300 
Quentin P. Gallivan..... 160,024  $6,566,208       --        665,000           --   114,474,314 
Richard A. Yanowitch....     --          --     74,608       335,000    13,673,117   55,516,024 
Dana L. Evan............  91,000   6,460,360    59,000       470,000    11,059,576   80,812,418 
Arnold Schaeffer........ 116,000   6,496,541    62,000       386,000    11,559,999   71,456,655 
Diana S. Keith.......... 136,252   6,555,191    13,749       376,247     2,622,629   64,849,159 

--------                                                                        
Notes:                                                                          
(1) Options shown were granted under VeriSign's 1995 Stock Option Plan, 1997    
Stock Option Plan and 1998 Equity Incentive Plan, and are subject to    
vesting as described in footnote (1) to the option grant table above.   
(2) Based on a value of $190.94, the closing price per share of VeriSign's      
   common stock on The Nasdaq National Market on December 31, 1999, net of the
option exercise price.                                                  

No compensation intended to serve as incentive for performance to occur over
a period longer than one year was paid pursuant to a long-term incentive plan   
during 1999 to any named executive officer. VeriSign does not have any defined  
benefit or actuarial plan under which benefits are determined primarily by      
final compensation and years of service with any of the named executive         
officers.                                                                       

Compensation Arrangements with Executive Officers                               

In November 1996, Dana L. Evan was granted an option to purchase 680,000    
shares of common stock, Arnold Schaeffer was granted an option to purchase      
800,000 shares of common stock and Richard A. Yanowitch was granted an option   
to purchase 1,160,000 shares of common stock, at exercise prices ranging from   
$0.03 to $1.50. Each of these options is subject to the standard four-year      
vesting schedule under the 1995 Stock Option Plan or, in some circumstances, is 
immediately exercisable, subject to VeriSign's right to repurchase shares       
subject to these options, which repurchase right lapses on a schedule similar   
to the vesting schedule for options granted under the 1995 Stock Option Plan.   
However, upon the occurrence of specific change-in-control transactions, 50% of 
each of these named executive officer's then-unvested options will become       
vested or, if applicable, the right of repurchase will lapse as to 50% of the   
shares covered by the right of repurchase. As of December 31, 1999, 245,500     
shares subject to these options were unvested.                                  

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REPORT OF THE COMPENSATION COMMITTEE OF VERISIGN

Under Item 402(a)(9) of Regulation S-K promulgated by the Securities and    
Exchange Commission, neither the "Report of the Compensation Committee" nor the 
material under the caption "Performance Graph" shall be deemed to be filed with 
the SEC for purposes of the Securities Exchange Act of 1934, nor shall the      
report or the graph be deemed to be incorporated by reference in any past or    
future filing by the Company under the Securities Exchange Act or the           
Securities Act.                                                                 

The compensation committee of the board of directors administers VeriSign's 
executive compensation program. The current members of the compensation         
committee are D. James Bidzos, William Chenevich and David J. Cowan. Each of    
these persons is a non-employee director within the meaning of section 16 of    
the Securities Exchange Act of 1934, and an "outside director" within the       
meaning of section 162(m) of the Internal Revenue Code. None of Mr. Bidzos, Mr. 
Chenevich or Mr. Cowan has any interlocking relationships as defined by the     
Securities and Exchange Commission.                                             

General Compensation Philosophy                                                 

The role of the compensation committee is to set the salaries and other     
compensation of the executive officers and other key employees of VeriSign, and 
to make grants under, and to administer, the stock option and other employee    
equity and bonus plans. VeriSign's compensation philosophy for executive        
officers is to relate compensation to corporate performance and increases in    
stockholder value, while providing a total compensation package that is         
competitive and enables VeriSign to attract, motivate, reward and retain key    
executives and employees. Accordingly, each executive officer's compensation    
package may, in one or more years, be comprised of the following three          
elements:                                                                       

.  base salary that is designed primarily to be competitive with base       
salary levels in effect at high technology companies in the Silicon   
Valley that are of comparable size to VeriSign and with which VeriSign
competes for executive personnel;                                     

.  annual variable performance awards, such as bonuses, payable in cash and 
tied to the achievement of performance goals, financial or otherwise, 
established by the compensation committee; and                        

.  long-term stock-based incentive awards, which strengthen the mutuality   
  of interests between the executive officers and VeriSign's stockholders.

Executive Compensation                                                          

Base Salary. Salaries for executive officers for 1999 were generally        
determined on an individual basis by evaluating each executive's scope of       
responsibility, performance, prior experience and salary history, as well as    
the salaries for similar positions at comparable companies. In addition,        
VeriSign's Human Resources department provided information to the compensation  
committee regarding salary range guidelines for specific positions.             

Annual Incentive Awards. VeriSign has established a management incentive    
plan. Certain employees, including executive officers, are eligible to          
participate in this plan. Target bonuses are established based on a percentage  
of base salary and become payable upon the achievement of specified total       
company financial goals and personal and team objectives. The compensation      
committee administers this plan with regard to Mr. Sclavos. Mr. Sclavos         
administers the plan with regard to the other executive officers.               

Long-Term Incentive Awards. The compensation committee believes that equity-
based compensation in the form of stock options links the interests of          
executive officers with the long-term interests of VeriSign's stockholders and  
encourages executive officers to remain in VeriSign's employ. Stock options     
generally have value for executive officers only if the price of VeriSign's     
stock increases above the fair market value on the grant date and the officer   
remains in VeriSign's employ for the period required for the shares to vest.    

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VeriSign grants stock options in accordance with the Equity Incentive Plan. 
In 1999, stock options were granted to some executive officers as incentives    
for them to become employees or to aid in the retention of executive officers   
and to align their interests with those of the stockholders. Stock options      
typically have been granted to executive officers when the executive first      
joins VeriSign, in connection with a significant change in responsibilities     
and, occasionally, to achieve equity within a peer group. The compensation      
committee may, however, grant additional stock options to executive officers    
for other reasons. The number of shares subject to each stock option granted is 
within the discretion of the compensation committee and is based on anticipated 
future contribution and ability to impact VeriSign's results, past performance  
or consistency within the officer's peer group. In 1999, the compensation       
committee considered these factors, as well as the number of unvested option    
shares held by the officer as of the date of grant. At the discretion of the    
compensation committee, executive officers may also be granted stock options to 
provide greater incentives to continue their employment with VeriSign and to    
strive to increase the value of VeriSign's common stock. The stock options      
generally become exercisable over a four-year period and are granted at a price 
that is equal to the fair market value of VeriSign's common stock on the date   
of grant.                                                                       

Chief Executive Officer Compensation                                            

Mr. Sclavos' base salary, target bonus, bonus paid and long-term incentive  
awards for 1998 were determined by the compensation committee in a manner       
consistent with the factors described above for all executive officers.         

Internal Revenue Code Section 162(m) Limitation                                 

Section 162(m) of the Internal Revenue Code limits the tax deduction to $1.0
million for compensation paid to executives of public companies. Having         
considered the requirements of section 162(m), the compensation committee       
believes that grants made pursuant to the Equity Incentive Plan meet the        
requirements that such grants be "performance based" and are, therefore, exempt 
from the limitations on deductibility. Historically, the combined salary and    
bonus of each executive officer has been below the $1.0 million limit. The      
compensation committee's present intention is to comply with section 162(m)     
unless the compensation committee feels that required changes would not be in   
the best interest of VeriSign or its stockholders.                              

                          Compensation Committee

                       /s/ D. James Bidzos
                         /s/ William Chenevich
                      /s/ David J. Cowan

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VERISIGN, INC. STOCK PRICE PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return on     
VeriSign's common stock, the Nasdaq Composite Index, and the Hambrecht & Quist  
Internet Index. The graph assumes that $100 was invested in VeriSign's common   
stock, the Nasdaq Composite Index and the Hambrecht & Quist Internet Index on   
January 30, 1998, the date of VeriSign's initial public offering, and           
calculates the return monthly through December 31, 1999. The stock price        
performance on the following graph is not necessarily indicative of future      
stock price performance.                                                        

                                                                [Download Table]

Period Covered                                   VeriSign Nasdaq H&Q Internet
--------------                                   -------- ------ ------------
                                                                             
1/30/98.........................................   100.00 100.00    100.00   
2/28/98.........................................   204.46 110.09    118.92   
3/31/98.........................................   314.29 114.16    130.99   
4/30/98.........................................   274.11 116.09    139.10   
5/31/98.........................................   228.13 109.72    126.88   
6/30/98.........................................   266.96 117.46    164.53   
7/31/98.........................................   221.43 116.22    149.02   
8/31/98.........................................   202.68  93.43    105.14   
9/30/98.........................................   194.64 106.34    132.19   
10/31/98........................................   219.20 110.68    138.54   
11/30/98........................................   286.61 121.59    189.38   
12/31/98........................................   422.32 137.15    228.32   
1/31/99.........................................   373.53 154.75    341.88   
2/28/99.........................................   384.31 141.29    306.35   
3/31/99.........................................   603.92 152.00    389.28   
4/30/99.........................................   450.98 157.03    440.60   
5/31/99.........................................   464.71 152.56    370.89   
6/30/99.........................................   676.47 165.88    400.94   
7/31/99.........................................   581.37 162.93    353.64   
8/31/99.........................................   849.51 169.16    372.30   
9/30/99.........................................   835.29 169.58    412.13   
10/31/99........................................   968.63 183.19    455.69   
11/30/99........................................ 1,457.35 206.02    574.31   
12/31/99........................................ 2,995.10 251.29    797.80   

[logo]                                                                          

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CERTAIN TRANSACTIONS WITH RESPECT TO VERISIGN 

Since January 1, 1999, there has not been, nor is there currently proposed, 
any transaction or series of similar transactions to which VeriSign or any of   
its subsidiaries was or is to be a party in which the amount involved exceeded  
or will exceed $60,000 and in which any director, executive officer or holder   
of more than 5% of the common stock of VeriSign or any member of the immediate  
family of any of the foregoing persons had or will have a direct or indirect    
material interest other than (1) the compensation agreements, which are         
described where required in "Executive Compensation," and (2) the transactions  
described below.                                                                

Legal Fees. During 1999, the law firm of Tomlinson Zisko Morosoli & Maser   
LLP, of which Mr. Tomlinson is a partner, provided legal services to VeriSign   
on a variety of matters. VeriSign paid to Tomlinson Zisko Morosoli & Maser LLP  
an aggregate of approximately $738,000 in 1999.                                 

VeriSign believes that all of the transactions set forth above were made on 
terms no less favorable to it than could have been obtained from unaffiliated   
third parties. All future transactions between VeriSign and its officers,       
directors and principal stockholders and their affiliates will be approved by a 
majority of the board, including a majority of the independent and              
disinterested directors of the board, and will be on terms no less favorable to 
VeriSign than could be obtained from unaffiliated third parties.                

VERISIGN STOCKHOLDER PROPOSALS

VeriSign's bylaws establish an advance notice procedure for stockholder     
proposals not included in VeriSign's proxy statement, to be brought before an   
annual meeting of stockholders. In general, nominations for the election of     
directors may be made by:                                                       

.  VeriSign's board of directors;                                           

.  any nominating committee appointed by VeriSign's board of directors; or  

.  any stockholder entitled to vote who has delivered written notice to the 
 Secretary of VeriSign 60 days or no more than 90 days in advance of May
  24, 2001, which notice must contain specified information concerning the
nominees and concerning the stockholder proposing the nominations.    

The only business that will be conducted at an annual meeting of VeriSign   
stockholders is business that is brought before the meeting by or at the        
direction of the chairman of the meeting or by any stockholder entitled to vote 
who has delivered timely written notice to the Secretary of VeriSign 60 days or 
no more than 90 days prior to the first anniversary of this year's annual       
meeting. In the event that the date of the annual meeting is more than thirty   
(30) days before or more than sixty (60) days after that anniversary date,      
notice by the stockholder to be timely must be so delivered not earlier than    
the close of business on the ninetieth (90th) day prior to the annual meeting   
and not later than the close of business on the later of the sixtieth (60th)    
day prior to the annual meeting or the close of business on the tenth (10th)    
day following the day on which public announcement of the date of that meeting  
is first made by VeriSign. The stockholder's notice must contain specified      
information concerning the matters to be brought before the meeting and         
concerning the stockholder proposing those matters. If a stockholder who has    
not notified VeriSign of his intention to present a proposal at an annual       
meeting does not appear or send a qualified representative to present his       
proposal at the meeting, VeriSign need not present the proposal for a vote at   
the meeting. A copy of the full text of the bylaw provisions discussed above    
may be obtained by writing to the Secretary of VeriSign. All notices of         
proposals by stockholders, whether or not included in VeriSign's proxy          
materials, should be sent to the Secretary of VeriSign at its principal         
executive offices.                                                              

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 

Section 16 of the Securities Exchange Act of 1934, as amended, requires     
VeriSign's directors and officers, and persons who own more than 10% of         
VeriSign's common stock to file initial reports of ownership and reports of     
changes in ownership with the Securities and Exchange Commission (the "SEC")    
and the Nasdaq Stock Market. These persons are required by SEC regulations to   
furnish VeriSign with copies of all section 16(a) forms that they file.         

Based solely on its review of the copies of the forms furnished to VeriSign 
and written representations from the executive officers and directors, VeriSign 
believes that all section 16(a) filing requirements for the year ended December 
31, 1999 were met with the exception of the following: James D. Bidzos filed a  
report on Form 4 for the month of July one day late. Stratton D. Sclavos filed  
a report on Form 4 for the month of December one day late and David Cowan filed 
a report on Form 5 for 1999 one day late. Additionally, three Forms 5, which    
were originally submitted via fax within the required time period, have a later 
filing date resulting from the illegibility of the documents as printed by the  
fax machine at the SEC.                                                         

OTHER BUSINESS

The board does not presently intend to bring any other business before the  
Meeting, and, so far as is known to the board, no matters are to be brought     
before the Meeting except as specified in the Notice of the Meeting. As to any  
business that may properly come before the Meeting, however, it is intended     
that proxies, in the form enclosed, will be voted in respect thereof in         
accordance with the judgment of the persons voting those proxies.               

Whether or not you expect to attend the meeting, please complete, date, sign
and promptly return the accompanying proxy in the enclosed postage paid         
envelope so that your shares may be represented at the meeting.                 

NETWORK SOLUTIONS STOCKHOLDER PROPOSALS 

Under Rule 14a-8 of the Exchange Act, Network Solutions stockholders may    
present proper proposals for inclusion in Network Solutions' proxy statement    
and for consideration at the next annual meeting of its stockholders by         
submitting those proposals to Network Solutions in a timely manner. As noted in 
Network Solutions' proxy statement relating to its 1999 annual meeting of       
stockholders, in order to be so included for the 2000 annual meeting,           
stockholder proposals must have been received by Network Solutions no later     
than December 15, 1999, and must have otherwise complied with the requirements  
of Rule 14a-8.                                                                  

LEGAL OPINION 

The validity of the shares of VeriSign common stock offered by this         
prospectus/proxy statement will be passed upon for VeriSign by Fenwick & West   
LLP.                                                                            

EXPERTS 

The consolidated financial statements of VeriSign, Inc. and subsidiaries as 
of December 31, 1999 and 1998, and for each of the years in the three-year      
period ended December 31, 1999, have been incorporated by reference herein and  
in the registration statement in reliance upon the report of KPMG LLP,          
independent certified public accountants, incorporated by reference herein, and 
upon the authority of said firm as experts in accounting and auditing.          

The financial statements of Signio, Inc. (formerly PaymentNet, Inc.) as of  
December 31, 1999 and 1998, and for each of the years in the two-year period    
ended December 31, 1999, have been incorporated by                              

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reference herein and in the registration statement in reliance upon the report  
of KPMG LLP, independent certified public accountants, incorporated by          
reference herein and upon the authority of said firm as experts in accounting   
and auditing.                                                                   

The combined financial statements of THAWTE HOLDINGS (PTY.) LTD., THAWTE    
CONSULTING (PTY.) LTD. and THAWTE USA, INC. as of February 28, 1999 and 1998,   
and for each of the years in the two-year period ended February 28, 1999, have  
been incorporated by reference herein and in the registration statement in      
reliance upon the report of KPMG, Inc., independent auditors, incorporated by   
reference herein and upon the authority of said firm as experts in accounting   
and auditing.                                                                   

The financial statements of Network Solutions, Inc. incorporated in this    
prospectus/proxy statement by reference to Network Solutions' Annual Report on  
Form 10-K for the year ended December 31, 1999 have been so incorporated in     
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,  
given on the authority of said firm as experts in auditing and accounting.      

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DOCUMENTS INCORPORATED BY REFERENCE IN THIS 
PROSPECTUS/PROXY STATEMENT

This prospectus/proxy statement incorporates documents by reference that are
not presented in or delivered with this document.                               

All documents filed by us under section 13(a), 13(c), 14 or 15(d) of the    
Securities Exchange Act, after the date hereof and before the date of the       
Network Solutions special meeting and the VeriSign annual meeting are           
incorporated by reference into and to be a part of this prospectus/proxy        
statement from the date of filing of those documents.                           

 You should rely only on the information contained in this document or that we
have referred you to. We have not authorized anyone to provide you with         
information that is different.                                                  

The following documents, which were filed by Network Solutions with the     
Securities and Exchange Commission, are incorporated by reference into this     
prospectus/proxy statement:                                                     

.  Network Solutions' Annual Report on Form 10-K for the fiscal year ended  
December 31, 1999;                                                    

.  Network Solutions' Current Reports on Form 8-K dated January 31, 2000,   
February 10, 2000 and March 8, 2000; and                              

.  Network Solutions' Registration Statement on Form 8-A dated August 8,    
1997, as amended, SEC file number 000-22967, which describes Network  
Solutions' common stock.                                              

The following documents, which have been filed by VeriSign with the         
Securities and Exchange Commission, are incorporated by reference into this     
prospectus/proxy statement:                                                     

.  VeriSign's Annual Report on Form 10-K for the year ended December 31,    
1999;                                                                 

.  VeriSign's Current Reports on Form 8-K dated January 6, 2000, February   
16, 2000, March 7 and March 8, 2000 and Form 8-K/A on March 10, 2000; 
and                                                                   

.  VeriSign's Registration Statement on Form 8-A, SEC file number 000-      
23593, which describes VeriSign's common stock.                       

Any statement contained in a document incorporated or deemed to be          
incorporated in this document by reference will be deemed to be modified or     
superseded for purposes of this prospectus/proxy statement to the extent that a 
statement contained in this document or any other subsequently filed document   
that is deemed to be incorporated in this document by reference modifies or     
supersedes the statement. Any statement so modified or superseded will not be   
deemed, except as so modified or superseded, to constitute a part of this       
prospectus/proxy statement.                                                     

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WHERE YOU CAN FIND MORE INFORMATION 

The documents incorporated by reference into this prospectus/proxy statement
are available from us upon request. We will provide a copy of any and all of    
the information that is incorporated by reference in this prospectus/proxy      
statement not including exhibits to the information unless those exhibits are   
specifically incorporated by reference into this proxy statement prospectus, to 
you, without charge, upon written or oral request. You should make any request  
for documents by June 1, 2000 to ensure timely delivery of the documents.       

Requests for documents relating to        Requests for documents relating to  
Network Solutions should be directed                    VeriSign                
        to:                             should be directed to:

Network Solutions, Inc.                       VeriSign, Inc.      
505 Huntmar Park Drive                     1350 Charleston Road   
  Herndon, Virginia 20170-5139          Mountain View, California 94043-1331
Attn: Investor Relations                  Attn: Investor Relations  
(703) 742-0400                            (650) 961-7500  

We file reports, proxy statements and other information with the Securities 
Exchange Commission, or SEC. Copies of our reports, proxy statements and other  
information may be inspected and copied at the public reference facilities      
maintained by the SEC:                                                          

   Judiciary Plaza            Citicorp Center       Seven World Trade Center
Room 1024           500 West Madison Street          13th Floor 
450 Fifth Street, N.W.           Suite 1400          New York, New York 10048 
Washington, D.C. 20549     Chicago, Illinois 60661                            

Copies of these materials can also be obtained by mail at prescribed rates  
from the Public Reference section of the SEC, 450 Fifth Street, N.W.,           
Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. The SEC         
maintains a website that contains reports, proxy statements and other           
information regarding each of us. The address of the SEC website is             
http://www.sec.gov.                                                             

 VeriSign has filed a registration statement under the Securities Act with the
SEC with respect to VeriSign's common stock to be issued to Network Solutions   
stockholders in the merger. This prospectus/proxy statement constitutes the     
prospectus of VeriSign filed as part of the registration statement. This        
prospectus/proxy statement does not contain all of the information set forth in 
the registration statement because some parts of the registration statement are 
omitted as provided by the rules and regulations of the SEC. You may inspect    
and copy the registration statement at any of the addresses listed above.       

This document does not constitute an offer to sell, or a solicitation of an 
offer to purchase, the VeriSign common stock or the solicitation of a proxy, in 
any jurisdiction to or from any person to whom or from whom it is unlawful to   
make the offer, solicitation of an offer or proxy solicitation in that          
jurisdiction. Neither the delivery of this prospectus/proxy statement nor any   
distribution of securities means, under any circumstances, that there has been  
no change in the information set forth or incorporated in this document by      
reference or in our affairs since the date of this prospectus/proxy statement.  
The information contained in this document with respect to Network Solutions    
and its subsidiaries was provided by Network Solutions and the information      
contained in this document with respect to VeriSign was provided by VeriSign.   

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STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This prospectus/proxy statement and the documents incorporated in this      
document by reference contain forward-looking statements within the "safe       
harbor" provisions of the Private Securities Litigation Reform Act of 1995 with 
respect to our financial condition, results of operations and business, and on  
the expected impact of the merger on VeriSign's financial performance. Words    
such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"      
"estimates" and similar expressions identify forward-looking statements. These  
forward-looking statements are not guarantees of future performance and are     
subject to risks and uncertainties that could cause actual results to differ    
materially from the results contemplated by the forward-looking statements.     
These risks and uncertainties include:                                          

.  the possibility that the value of the VeriSign common stock to be issued 
to Network Solutions stockholders in the merger will decrease prior to
completion of the merger and no corresponding adjustment to the number
of shares of VeriSign stock to be received by Network Solutions       
stockholders will be made;                                            

.  the possibility that the merger will not be consummated;                 

.  the possibility that the anticipated benefits from the merger cannot be  
fully realized;                                                       

.  the possibility that costs or difficulties related to the integration of 
our businesses and infrastructure are greater than expected;          

.  our dependence on the timely development, introduction and customer      
acceptance of new Internet services;                                  

.  the impact of competition on revenues and margins;                       

.  rapidly changing technology and shifting demand requirements and         
Internet usage patterns;                                              

.  other risks and uncertainties, including the risks and uncertainties     
 involved in continued acceptance of the combined companys' products and
 services, Network Solutions' customer acceptance of VeriSign's products
  and services, increased use of the Internet for electronic commerce, the
impact of competitive services, products and prices, the unsettled    
  conditions in the Internet and other high- technology industries and the
ability to attract and retain key personnel; and                      

.  other risk factors as may be detailed from time to time in Network       
Solutions' and VeriSign's public announcements and filings with the   
Securities and Exchange Commission.                                   

In evaluating the merger, you should carefully consider the discussion of   
these and other factors in the section entitled "Risk Factors".                 

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                                                                       ANNEX A

AGREEMENT AND PLAN OF MERGER

 This Agreement and Plan of Merger (this "Agreement") is made and entered into
as of March 6, 2000, among VeriSign, Inc., a Delaware corporation ("Parent"),   
Nickel Acquisition Corporation, a Delaware corporation and a wholly owned       
first-tier subsidiary of Parent ("Merger Sub"), and Network Solutions, Inc., a  
Delaware corporation ("Company").                                               

Recitals

A. The respective Boards of Directors of Parent, Merger Sub and Company have
approved this Agreement, and declared advisable the merger of Merger Sub with   
and into Company (the "Merger") upon the terms and subject to the conditions of 
this Agreement and in accordance with the General Corporation Law of the State  
of Delaware ("Delaware Law").                                                   

B. For United States federal income tax purposes, the Merger is intended to 
qualify as a "reorganization" pursuant to the provisions of Section 368 of the  
Internal Revenue Code of 1986, as amended (the "Code"). For accounting          
purposes, the Merger is intended to be accounted for as a "purchase" under      
United States generally accepted accounting principles ("GAAP").                

C. Concurrently with the execution of this Agreement, and as a condition and
inducement to Parent's willingness to enter into this Agreement, a stockholder  
of Company is entering into a Voting Agreement with Parent in the form of       
Exhibit A (the "Voting Agreement").                                             

D. Concurrently with the execution of this Agreement, Parent and a          
stockholder of Company are entering into a Registration Rights Agreement in the 
form of Exhibit B (the "Registration Rights Agreement").                        

In consideration of the foregoing and the representations, warranties,      
covenants and agreements set forth in this Agreement, the parties agree as      
follows:                                                                        

ARTICLE I 

The Merger

1.1 The Merger. Upon the terms and subject to the conditions of this        
Agreement and the applicable provisions of Delaware Law, at the Effective Time, 
Merger Sub shall be merged with and into Company, the separate corporate        
existence of Merger Sub shall cease, and Company shall continue as the          
surviving corporation of the Merger (the "Surviving Corporation").              

1.2 Effective Time; Closing. Subject to the provisions of this Agreement,   
Company and Merger Sub will file a certificate of merger, in such appropriate   
form as determined by the parties, with the Secretary of State of the State of  
Delaware in accordance with the relevant provisions of Delaware Law (the        
"Certificate of Merger") (the time of such filing (or such later time as may be 
agreed in writing by Company and Parent and specified in the Certificate of     
Merger) being the "Effective Time") as soon as practicable on or after the      
Closing Date. The closing of the Merger (the "Closing") shall take place at the 
offices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California, at  
a time and date to be specified by the parties, which shall be no later than    
the second business day after the satisfaction or waiver of the conditions set  
forth in Article VI, or at such other time, date and location as the parties    
hereto agree in writing (the "Closing Date").                                   

1.3 Effect of the Merger. At the Effective Time, the effect of the Merger   
shall be as provided in this Agreement and the applicable provisions of         
Delaware Law. Without limiting the generality of the foregoing, at the          
Effective Time, the Surviving Corporation shall possess all the property,       
rights, privileges, powers and                                                  

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franchises of Company and Merger Sub, and shall be subject to all debts,        
liabilities and duties of Company and Merger Sub.                               

1.4 Certificate of Incorporation; Bylaws.                                   

(a) At the Effective Time, the Certificate of Incorporation of Merger Sub,  
as in effect immediately prior to the Effective Time, shall be the Certificate  
of Incorporation of the Surviving Corporation until thereafter amended as       
provided by law and such Certificate of Incorporation of the Surviving          
Corporation; provided, however, that at the Effective Time Article I of the     
Certificate of Incorporation of the Surviving Corporation shall be amended to   
read: "The name of the corporation is "Network Solutions, Inc."'                

(b) At the Effective Time, the Bylaws of Merger Sub, as in effect           
immediately prior to the Effective Time, shall be the Bylaws of the Surviving   
Corporation until thereafter amended.                                           

1.5 Directors and Officers. The initial directors of the Surviving          
Corporation shall be the directors of Merger Sub immediately prior to the       
Effective Time, until their respective successors are duly elected or           
appointed and qualified. The initial officers of the Surviving Corporation      
shall be the officers of Company immediately prior to the Effective Time,       
until their respective successors are duly appointed.                           

1.6 Effect on Capital Stock. Subject to the terms and conditions of this    
Agreement, at the Effective Time, by virtue of the Merger and without any       
action on the part of Merger Sub, Company or the holders of any of the          
following securities:                                                           

(a) Conversion of Company Common Stock. Each share of common stock, par 
value $0.001 per share, of Company ("Company Common Stock") issued and      
outstanding immediately prior to the Effective Time, other than any shares  
of Company Common Stock to be canceled pursuant to Section 1.6(b), will be  
canceled and extinguished and automatically converted (subject to Section   
1.6(e)) into the right to receive 2.15 (the "Exchange Ratio") shares of     
common stock, par value $0.001 per share, of Parent ("Parent Common Stock") 
upon surrender of the certificate representing such share of Company Common 
Stock in the manner provided in Section 1.7. No fraction of a share of      
Parent Common Stock will be issued by virtue of the Merger, but in lieu     
thereof, a cash payment shall be made pursuant to Section 1.7(e). For the   
avoidance of doubt, following the two-for-one stock dividend payable on     
Company Common Stock on March 10, 2000, the Exchange Ratio will be 1.075.   

(b) Cancellation of Company-Owned and Parent-Owned Stock. Each share of 
Company Common Stock held by Company or owned by Merger Sub, Parent or any  
direct or indirect wholly owned subsidiary of Company or of Parent          
immediately prior to the Effective Time shall be canceled and extinguished  
without any conversion thereof.                                             

(c) Stock Options; Employee Stock Purchase Plan. At the Effective Time, 
all options to purchase Company Common Stock then outstanding under         
Company's 1996 Stock Incentive Plan (the "Company Stock Option Plan") shall 
be assumed by Parent in accordance with Section 5.9 of this Agreement.      
Rights outstanding under Company's 1997 Employee Stock Purchase Plan (the   
"Company ESPP") shall be treated as set forth in Section 5.9 of this        
Agreement.                                                                  

(d) Capital Stock of Merger Sub. Each share of common stock, par value  
$0.01 per share, of Merger Sub (the "Merger Sub Common Stock"), issued and  
outstanding immediately prior to the Effective Time shall be converted into 
one validly issued, fully paid and nonassessable share of common stock,     
$0.01 par value per share, of the Surviving Corporation. Following the      
Effective Time, each certificate evidencing ownership of shares of Merger   
Sub common stock shall evidence ownership of such shares of capital stock   
of the Surviving Corporation.                                               

(e) Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted 
to reflect appropriately the effect of any stock split, reverse stock       
split, stock dividend (including any dividend or distribution of securities 
convertible into Parent Common Stock or Company Common Stock),              
reorganization,                                                             

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recapitalization, reclassification or other like change with respect to     
Parent Common Stock or Company Common Stock occurring on or after the date  
hereof and prior to the Effective Time.                                     

1.7 Exchange of Certificates.                                               

(a) Exchange Agent. Parent shall select an institution reasonably acceptable
to Company to act as the exchange agent (the "Exchange Agent") in the Merger.   

(b) Exchange Fund. Promptly after the Effective Time, Parent shall make     
available to the Exchange Agent for exchange in accordance with this Article I, 
the shares of Parent Common Stock (such shares of Parent Common Stock, together 
with cash in lieu of fractional shares and any dividends or distributions with  
respect thereto, are hereinafter referred to as the "Exchange Fund") issuable   
pursuant to Section 1.6 in exchange for outstanding shares of Company Common    
Stock.                                                                          

(c) Exchange Procedures. Promptly after the Effective Time, Parent shall    
instruct the Exchange Agent to mail to each holder of record of a certificate   
or certificates ("Certificates") which immediately prior to the Effective Time  
represented outstanding shares of Company Common Stock whose shares were        
converted into shares of Parent Common Stock pursuant to Section 1.6, (i) a     
letter of transmittal in customary form (that shall specify that delivery shall 
be effected, and risk of loss and title to the Certificates shall pass, only    
upon proper delivery of the Certificates to the Exchange Agent and shall        
contain such other provisions as Parent may reasonably specify) and (ii)        
instructions for use in effecting the surrender of the Certificates in exchange 
for certificates representing shares of Parent Common Stock. Upon surrender of  
Certificates for cancellation to the Exchange Agent together with such letter   
of transmittal, duly completed and validly executed in accordance with the      
instructions thereto, the holders of such Certificates shall be entitled to     
receive in exchange therefor certificates representing the number of whole      
shares of Parent Common Stock into which their shares of Company Common Stock   
were converted at the Effective Time, payment in lieu of fractional shares that 
such holders have the right to receive pursuant to Section 1.7(e) and any       
dividends or distributions payable pursuant to Section 1.7(d), and the          
Certificates so surrendered shall forthwith be canceled. Until so surrendered,  
outstanding Certificates will be deemed from and after the Effective Time, for  
all corporate purposes, to evidence only the ownership of the number of full    
shares of Parent Common Stock into which such shares of Company Common Stock    
shall have been so converted and the right to receive an amount in cash in lieu 
of the issuance of any fractional shares in accordance with Section 1.7(e) and  
any dividends or distributions payable pursuant to Section 1.7(d). No interest  
will be paid or accrued on any cash in lieu of fractional shares of Parent      
Common Stock or on any unpaid dividends or distributions payable to holders of  
Certificates. In the event of a transfer of ownership of shares of Company      
Common Stock which is not registered in the transfer records of Company, a      
certificate representing the proper number of shares of Parent Common Stock may 
be issued to a transferee if the Certificate representing such shares of        
Company Common Stock is presented to the Exchange Agent, accompanied by all     
documents required to evidence and effect such transfer and by evidence that    
any applicable stock transfer taxes have been paid.                             

(d) Distributions With Respect to Unexchanged Shares. No dividends or other 
distributions declared or made after the date of this Agreement with respect to 
Parent Common Stock with a record date after the Effective Time will be paid to 
the holders of any unsurrendered Certificates with respect to the shares of     
Parent Common Stock represented thereby until the holders of record of such     
Certificates shall surrender such Certificates. Subject to applicable law,      
following surrender of any such Certificates, the Exchange Agent shall deliver  
to the holders of certificates representing whole shares of Parent Common Stock 
issued in exchange therefor, without interest, (i) promptly, the amount of any  
cash payable with respect to a fractional share of Parent Common Stock to which 
such holder is entitled pursuant to Section 1.7(e) and the amount of dividends  
or other distributions with a record date after the Effective Time theretofore  
paid with respect to such whole shares of Parent Common Stock, and (ii) at the  
appropriate payment date, the amount of dividends or other distributions with a 
record date after the Effective Time but prior to surrender and a payment date  
occurring after surrender, payable with respect to such whole shares of Parent  
Common Stock.                                                                   

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 (e) Fractional Shares. (i) As promptly as practicable following the Effective
Time, the Exchange Agent shall determine the excess of (A) the number of full   
shares of Parent Common Stock delivered to the Exchange Agent pursuant to       
Section 1.7(b), over (B) the aggregate number of full shares of Parent Common   
Stock to be distributed to holders of Company Common Stock pursuant to Section  
1.7(c) (such excess, the "Excess Shares"). Following the Effective Time, the    
Exchange Agent, as agent for the holders of Company Common Stock, shall sell    
the Excess Shares at then prevailing prices on the Nasdaq Stock Market in the   
manner set forth in paragraph (ii) of this Section 1.7(e).                      

(ii) The sale of the excess shares by the Exchange Agent shall be       
executed on the Nasdaq Stock Market and shall be executed in round lots to  
the extent practicable. The Exchange Agent shall use all commercially       
reasonable efforts to complete the sale of the Excess Shares as promptly    
following the Effective Time as, in the Exchange Agent's reasonable         
judgment, is practicable consistent with obtaining the best execution of    
such sales in light of prevailing market conditions. Until the net proceeds 
of such sales have been distributed to the holders of Company Common Stock, 
the Exchange Agent will hold such proceeds in trust for the holders of      
Company Common Stock. The Exchange Agent will determine the portion of such 
net proceeds to which each holder of Company Common Stock shall be          
entitled, if any, by multiplying the amount of the aggregate net proceeds   
by a fraction the numerator of which is the amount of the fractional share  
interest to which such holder of Company Common Stock is entitled (after    
taking into account all shares of Parent Common Stock to be issued to such  
holder) and the denominator of which is the aggregate amount of fractional  
share interests to which all holders of Company Common Stock are entitled.  
As soon as practicable after the determination of the amount of cash, if    
any, to be paid to holders of Company Common Stock with respect to          
fractional share interests, the Exchange Agent shall promptly pay such      
amounts to such holders of Company Common Stock in accordance with the      
terms of Section 1.7(c).                                                    

(iii) Notwithstanding the provisions of paragraphs (i) and (ii) of this 
Section 1.7(e), Parent may decide, at its option, exercised prior to the    
Effective Time, in lieu of the issuance and sale of Excess Shares and the   
making of the payments contemplated in such paragraphs, that Parent shall   
pay to the Exchange Agent an amount sufficient for the Exchange Agent to    
pay each holder of Company Common Stock the amount such holder would have   
received pursuant to Section 1.7(e)(ii) assuming that the sales of Parent   
Common Stock were made at a price equal to the average of the closing       
prices of the Parent Common Stock on the Nasdaq Stock Market for the ten    
consecutive trading days immediately following the Effective Time and, in   
such case, all references herein to the cash proceeds of the sale of the    
Excess Shares and similar references shall be deemed to mean and refer to   
the payments calculated as set forth in this paragraph (iii). In such       
event, Excess Shares shall not be issued or otherwise transferred to the    
Exchange Agent pursuant to Sections 1.7(b) or (e).                          

(f) Required Withholding. Each of the Exchange Agent, Parent and the        
Surviving Corporation shall be entitled to deduct and withhold from any         
consideration payable or otherwise deliverable pursuant to this Agreement to    
any holder or former holder of Company Common Stock such amounts as may be      
required to be deducted or withheld therefrom under the Code or under any       
provision of state, local or foreign tax law or under any other applicable      
Legal Requirement (as defined in Section 2.2(b)). To the extent such amounts    
are so deducted or withheld, such amounts shall be treated for all purposes     
under this Agreement as having been paid to the person to whom such amounts     
would otherwise have been paid.                                                 

(g) Lost, Stolen or Destroyed Certificates. In the event that any           
Certificates shall have been lost, stolen or destroyed, the Exchange Agent      
shall issue in exchange for such lost, stolen or destroyed Certificates, upon   
the making of an affidavit of that fact by the holder thereof, certificates     
representing the shares of Parent Common Stock into which the shares of Company 
Common Stock represented by such Certificates were converted pursuant to        
Section 1.6, cash for fractional shares, if any, as may be required pursuant to 
Section 1.7(e) and any dividends or distributions payable pursuant to Section   
1.7(d); provided, however, that Parent may, in its discretion and as a          
condition precedent to the issuance of such certificates representing shares of 
Parent Common Stock, cash and other distributions, require the owner of such    
lost, stolen or destroyed                                                       

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Certificates to deliver a bond in such sum as it may reasonably direct as       
indemnity against any claim that may be made against Parent, the Surviving      
Corporation or the Exchange Agent with respect to the Certificates alleged to   
have been lost, stolen or destroyed.                                            

(h) No Liability. Notwithstanding anything to the contrary in this Section  
1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any      
party hereto shall be liable to a holder of shares of Parent Common Stock or    
Company Common Stock for any amount properly paid to a public official pursuant 
to any applicable abandoned property, escheat or similar law.                   

(i) Termination of Exchange Fund. Any portion of the Exchange Fund which    
remains undistributed to the holders of Company Common Stock for six months     
after the Effective Time shall be delivered to Parent, upon demand, and any     
holders of Company Common Stock who have not theretofore complied with the      
provisions of this Section 1.7 shall thereafter look only to Parent for the     
shares of Parent Common Stock, any cash in lieu of fractional shares of Parent  
Common Stock to which they are entitled pursuant to Section 1.7(e) and any      
dividends or other distributions with respect to Parent Common Stock to which   
they are entitled pursuant to Section 1.7(d), in each case, without any         
interest thereon.                                                               

 1.8 No Further Ownership Rights in Company Common Stock. All shares of Parent
Common Stock issued in accordance with the terms hereof (including any cash     
paid in respect thereof pursuant to Section 1.7(d) and (e)) shall be deemed to  
have been issued in full satisfaction of all rights pertaining to such shares   
of Company Common Stock, and there shall be no further registration of          
transfers on the records of the Surviving Corporation of shares of Company      
Common Stock that were outstanding immediately prior to the Effective Time. If  
after the Effective Time Certificates are presented to the Surviving            
Corporation for any reason, they shall be canceled and exchanged as provided in 
this Article I.                                                                 

1.9 Restricted Stock. If any shares of Company Common Stock that are        
outstanding immediately prior to the Effective Time are unvested or are subject 
to a repurchase option, risk of forfeiture or other condition providing that    
such shares ("Company Restricted Stock") may be forfeited or repurchased by the 
Company upon any termination of the stockholders' employment, directorship or   
other relationship with the Company (and/or any affiliate of the Company) under 
the terms of any restricted stock purchase agreement or other agreement with    
the Company that does not by its terms provide that such repurchase option,     
risk of forfeiture or other condition lapses upon consummation of the Merger,   
then the shares of Parent Common Stock issued upon the conversion of such       
shares of Company Common Stock in the Merger will continue to be unvested and   
subject to the same repurchase options, risks of forfeiture or other conditions 
following the Effective Time, and the certificates representing such shares of  
Parent Common Stock may accordingly be marked with appropriate legends noting   
such repurchase options, risks of forfeiture or other conditions. Company shall 
take all actions that may be necessary to ensure that, from and after the       
Effective Time, Parent is entitled to exercise any such repurchase option or    
other right set forth in any such restricted stock purchase agreement or other  
agreement. A listing of the holders of Company Restricted Stock, together with  
the number of shares and the vesting schedule of Company Restricted Stock held  
by each, is set forth in Part 1.9 of the Company Disclosure Letter.             

1.10 Tax Consequences. It is intended by the parties hereto that the Merger 
shall constitute a "reorganization" within the meaning of Section 368 of the    
Code. The parties hereto adopt this Agreement as a "plan of reorganization"     
within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States   
Income Tax Regulations.                                                         

1.11 Taking of Necessary Action; Further Action. If, at any time after the  
Effective Time, any further action is necessary or desirable to carry out the   
purposes of this Agreement and to vest the Surviving Corporation with full      
right, title and possession to all assets, property, rights, privileges, powers 
and franchises of Company and Merger Sub, the officers and directors of Company 
and Merger Sub will take all such lawful and necessary action. Parent shall     
cause Merger Sub to perform all of its obligations relating to this Agreement   
and the transactions contemplated hereby.                                       

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ARTICLE II

Representations and Warranties of Company 

As of the date of this Agreement and as of the Closing Date, except as      
disclosed in (i) Company's Annual Report on Form 10-K for the year ending       
December 31, 1998 and any Company SEC Reports (as defined below) filed          
subsequent to such Form 10-K, and (ii) the disclosure letter delivered by       
Company to Parent dated as of the date hereof and certified by a duly           
authorized officer of Company (the "Company Disclosure Letter") (each Part of   
which qualifies the correspondingly numbered representation, warranty or        
covenant to the extent specified therein and such other representations,        
warranties or covenants to the extent a matter in such Part is disclosed in     
such a way as to make its relevance to such other representation, warranty or   
covenant readily apparent), Company represents and warrants to Parent and       
Merger Sub as follows:                                                          

2.1 Organization; Subsidiaries.                                             

(a) Company and each of its subsidiaries is a corporation duly organized,   
validly existing and in good standing under the laws of the jurisdiction of its 
incorporation and has all requisite corporate power and authority, and all      
requisite qualifications to do business as a foreign corporation, to conduct    
its business in the manner in which its business is currently being conducted,  
except where the failure to be so organized, existing or in good standing or to 
have such power, authority or qualifications would not, individually or in the  
aggregate, have a Material Adverse Effect (as defined in Section 8.3) on        
Company.                                                                        

(b) Other than as set forth in Part 2.1 of the Company Disclosure Letter,   
neither Company nor any of the other corporations identified in Part 2.1 of the 
Company Disclosure Letter owns any capital stock of, or any equity interest of  
any nature in, any corporation, partnership, joint venture arrangement or other 
business entity, other than the entities identified in Part 2.1 of the Company  
Disclosure Letter, except for passive investments in equity interests of public 
companies as part of the cash management program of Company. Neither Company    
nor any of its subsidiaries has agreed or is obligated to make, or is bound by  
any written, oral or other agreement, contract, subcontract, lease, binding     
understanding, instrument, note, option, warranty, purchase order, license,     
sublicense, insurance policy, benefit plan or legally binding commitment or     
undertaking of any nature, as in effect as of the date hereof or as may         
hereinafter be in effect under which it may become obligated to make any future 
material investment in or material capital contribution to any other entity.    
Neither Company, nor any of its subsidiaries, is a general partner of any       
general partnership, limited partnership or other similar entity. Part 2.1 of   
the Company Disclosure Letter indicates the jurisdiction of organization of     
each entity listed therein and Company's direct or indirect equity interest     
therein.                                                                        

 (c) Company has delivered or made available to Parent a true and correct copy
of the Certificate of Incorporation and Bylaws of Company and similar governing 
instruments of each of its subsidiaries, each as amended to date (collectively, 
the "Company Charter Documents"), and each such instrument is in full force and 
effect. Neither Company nor any of its subsidiaries is in violation of any of   
the provisions of the Company Charter Documents.                                

2.2 Company Capitalization.                                                 

(a) The authorized capital stock of Company consists solely of 210,000,000  
shares of Company Common Stock, of which there were 36,166,801 shares issued    
and outstanding as of the close of business on March 3, 2000, and 10,000,000    
shares of preferred stock, par value $0.001 per share, of which no shares are   
issued or outstanding. All outstanding shares of Company Common Stock are duly  
authorized, validly issued, fully paid and nonassessable and are not subject to 
preemptive rights created by statute, the Certificate of Incorporation or       
Bylaws of Company or any agreement or document to which Company is a party or   
by which it is bound. As of the date of this Agreement, there are no shares of  
Company Common Stock held in treasury by the Company. From and after the        
Effective Time, the shares of Parent Common Stock issued in exchange for any    
shares of Company Restricted Stock will, without any further act of Parent, the 
Company or any other person,                                                    

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become subject to the restrictions, conditions and other provisions of such     
Company Restricted Stock, and Parent will automatically succeed to and become   
entitled to exercise the Company's rights and remedies under such Company       
Restricted Stock.                                                               

(b) As of the close of business on March 3, 2000, (i) 4,076,097 shares of   
Company Common Stock are subject to issuance pursuant to outstanding options to 
purchase Company Common Stock under the Company Stock Option Plan ("Company     
Options") for a weighted average aggregate exercise price of approximately      
$75.43, (ii) 457,370 shares of Company Common Stock are reserved for future     
issuance under the Company ESPP, and (iii) 500,000 shares of Company Common     
Stock are reserved for future issuance under the Company's 401(k) Plan. Part    
2.2(b) of the Company Disclosure Letter sets forth the following information    
with respect to each Company Option outstanding as of the date of this          
Agreement: (i) the name of the optionee; (ii) the number of shares of Company   
Common Stock subject to such Company Option; (iii) the exercise price of such   
Company Option; (iv) the date on which such Company Option was granted or       
assumed; (v) the date on which such Company Option expires and (vi) whether the 
exercisability of such option will be accelerated in any way by the             
transactions contemplated by this Agreement, and indicates the extent of any    
such acceleration. Company has made available to Parent an accurate and         
complete copy of the Company Stock Option Plan and the form of all stock option 
agreements evidencing Company Options. There are no options outstanding to      
purchase shares of Company Common Stock other than pursuant to the Company      
Stock Option Plan. All shares of Company Common Stock subject to issuance as    
aforesaid, upon issuance on the terms and conditions specified in the           
instruments pursuant to which they are issuable, will be duly authorized,       
validly issued, fully paid and nonassessable.                                   

(c) All outstanding shares of Company Common Stock, all outstanding Company 
Options, and all outstanding shares of capital stock of each subsidiary of      
Company have been issued and granted in compliance with (i) all applicable      
securities laws and other applicable material Legal Requirements and (ii) all   
material requirements set forth in applicable agreements or instruments. For    
the purposes of this Agreement, "Legal Requirements" means any federal, state,  
local, municipal, foreign or other law, statute, constitution, principle of     
common law, resolution, ordinance, code, edict, decree, rule, regulation,       
ruling or requirement issued, enacted, adopted, promulgated, implemented or     
otherwise put into effect by or under the authority of any Governmental Entity  
(as defined in Section 2.4).                                                    

2.3 Obligations With Respect to Capital Stock. Except as set forth in Part  
2.3 of the Company Disclosure Letter, there are no equity securities,           
partnership interests or similar ownership interests of any class of Company    
equity security, or any securities exchangeable or convertible into or          
exercisable for such equity securities, partnership interests or similar        
ownership interests, issued, reserved for issuance or outstanding. Company owns 
all of the securities of its subsidiaries identified on Part 2.1 of the Company 
Disclosure Letter, free and clear of all claims and Encumbrances, and there are 
no other equity securities, partnership interests or similar ownership          
interests of any class of equity security of any subsidiary of Company, or any  
security exchangeable or convertible into or exercisable for such equity        
securities, partnership interests or similar ownership interests, issued,       
reserved for issuance or outstanding. For purposes of this Agreement,           
"Encumbrances" means any lien, pledge, hypothecation, charge, mortgage,         
security interest, encumbrance, claim, infringement, interference, option,      
right of first refusal, preemptive right, community property interest or        
restriction of any nature (including any restriction on the voting of any       
security, any restriction on the transfer of any security or other asset, any   
restriction on the receipt of any income derived from any asset, any            
restriction on the use of any asset and any restriction on the possession,      
exercise or transfer of any other attribute of ownership of any asset). Except  
as set forth in Part 2.2 or Part 2.3 of the Company Disclosure Letter, there    
are no subscriptions, options, warrants, equity securities, partnership         
interests or similar ownership interests, calls, rights (including preemptive   
rights), commitments or agreements of any character to which Company or any of  
its subsidiaries is a party or by which it is bound obligating Company or any   
of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered 
or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase,   
redemption or acquisition of, any shares of capital stock, partnership          
interests or similar ownership interests of Company or any of its subsidiaries  
or obligating Company or any of its                                             

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subsidiaries to grant, extend, accelerate the vesting of or enter into any such 
subscription, option, warrant, equity security, call, right, commitment or      
agreement. Except as contemplated by this Agreement, the Registration Rights    
Agreement, and the Registration Rights Agreement between Company and Science    
Applications International Corporation, there are no registration rights with   
respect to any equity security of any class of Company or with respect to any   
equity security, partnership interest or similar ownership interest of any      
class of any of its subsidiaries.                                               

2.4 Authority; Non-Contravention.                                           

(a) Company has all requisite corporate power and authority to enter into   
this Agreement and to consummate the transactions contemplated hereby. The      
execution and delivery of this Agreement and the consummation of the            
transactions contemplated hereby have been duly authorized by all necessary     
corporate action on the part of Company, subject only to the approval and       
adoption of this Agreement and the approval of the Merger by Company's          
stockholders (the "Company Stockholder Approvals") and the filing of the        
Certificate of Merger pursuant to Delaware Law. The affirmative vote of the     
holders of a majority of the outstanding shares of Company Common Stock is      
sufficient for Company's stockholders to approve and adopt this Agreement and   
approve the Merger, and no other approval of any holder of any securities of    
Company is required in connection with the consummation of the transactions     
contemplated hereby. This Agreement has been duly executed and delivered by     
Company and, assuming the due execution and delivery by Parent and Merger Sub,  
constitutes the valid and binding obligation of Company, enforceable against    
Company in accordance with its terms, except as enforceability may be limited   
by bankruptcy and other similar laws affecting the rights of creditors          
generally and general principles of equity.                                     

 (b) The execution and delivery of this Agreement by Company does not, and the
performance of this Agreement by Company will not, (i) conflict with or violate 
the Company Charter Documents, (ii) subject to obtaining the Company            
Stockholder Approvals and compliance with the requirements set forth in Section 
2.4(c), conflict with or violate any law, rule, regulation, order, judgment or  
decree applicable to Company or any of its subsidiaries or by which Company or  
any of its subsidiaries or any of their respective properties is bound or       
affected, or (iii) result in any breach of or constitute a default (or an event 
that with notice or lapse of time or both would become a default) under, or     
impair Company's rights or alter the rights or obligations of any third party   
under, or give to others any rights of termination, amendment, acceleration or  
cancellation of, or result in the creation of an Encumbrance on any of the      
properties or assets of Company or any of its subsidiaries pursuant to, any     
note, bond, mortgage, indenture, agreement, lease, license, permit, franchise,  
concession, or other instrument or obligation to which Company or any of its    
subsidiaries is a party or by which Company or any of its subsidiaries or its   
or any of their respective assets are bound or affected, except, in the case of 
clauses (ii) and (iii), for such conflicts, violations, breaches, defaults,     
impairments, or rights which, individually or in the aggregate, would not have  
a Material Adverse Effect on Company. Part 2.4(b) of the Company Disclosure     
Letter list all consents, waivers and approvals under any of Company's or any   
of its subsidiaries' agreements, licenses or leases required to be obtained in  
connection with the consummation of the transactions contemplated hereby,       
which, if individually or in the aggregate not obtained, would result in a      
material loss of benefits to Company, Parent or the Surviving Corporation as a  
result of the Merger.                                                           

(c) No consent, approval, order or authorization of, or registration,       
declaration or filing with any court, administrative agency or commission or    
other governmental authority or instrumentality, foreign or domestic            
("Governmental Entity") or other person, is required to be obtained or made by  
Company in connection with the execution and delivery of this Agreement or the  
consummation of the Merger, except for (i) the filing of the Certificate of     
Merger with the Secretary of State of the State of Delaware and appropriate     
documents with the relevant authorities of other states in which the Company is 
qualified to do business, (ii) the filing of the Proxy Statement/Prospectus (as 
defined in Section 2.17) with the Securities and Exchange Commission ("SEC") in 
accordance with the Securities Exchange Act of 1934, as amended (the "Exchange  
Act") and the effectiveness of the Registration Statement (as defined in        
Section 2.17), (iii) such consents, approvals, orders, authorizations,          
registrations, declarations and filings as may be required under applicable     
federal, foreign and state securities (or related) laws and the Hart-Scott-     
Rodino Antitrust Improvements Act of 1976, as amended (the "HSR                 

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Act"), and the securities or antitrust laws of any foreign country, and (iv)    
such other consents, authorizations, filings, approvals and registrations which 
if not obtained or made would not be material to the Company, Parent or the     
Surviving Corporation or have a material adverse effect on the ability of the   
parties hereto to consummate the Merger.                                        

2.5 SEC Filings; Company Financial Statements.                              

(a) Company has filed all forms, reports and documents required to be filed 
by Company with the SEC since the effective date of the registration statement  
of Company's initial public offering and has made available to Parent such      
forms, reports and documents in the form filed with the SEC. All such required  
forms, reports and documents (including those that Company may file subsequent  
to the date hereof) are referred to herein as the "Company SEC Reports." As of  
their respective dates, the Company SEC Reports (i) were prepared in accordance 
with the requirements of the Securities Act of 1933, as amended (the            
"Securities Act"), or the Exchange Act, as the case may be, and the rules and   
regulations of the SEC thereunder applicable to such Company SEC Reports and    
(ii) did not at the time they were filed (or if amended or superseded by a      
filing prior to the date of this Agreement, then on the date of such filing)    
contain any untrue statement of a material fact or omit to state a material     
fact required to be stated therein or necessary in order to make the statements 
therein, in the light of the circumstances under which they were made, not      
misleading, except to the extent corrected prior to the date of this Agreement  
by a subsequently filed Company SEC Report. None of Company's subsidiaries is   
required to file any forms, reports or other documents with the SEC.            

(b) Each of the consolidated financial statements (including, in each case, 
any related notes thereto) contained in the Company SEC Reports (the "Company   
Financials"), including each Company SEC Report filed after the date hereof     
until the Closing, (i) complied as to form in all material respects with the    
published rules and regulations of the SEC with respect thereto, (ii) was       
prepared in accordance with GAAP applied on a consistent basis throughout the   
periods involved (except as may be indicated in the notes thereto or, in the    
case of unaudited interim financial statements, as may be permitted by the SEC  
on Form 10-Q, 8-K or any successor form under the Exchange Act) and (iii)       
fairly presented the consolidated financial position of Company and its         
subsidiaries as at the respective dates thereof and the consolidated results of 
Company's operations and cash flows for the periods indicated, except that the  
unaudited interim financial statements may not contain footnotes and were or    
are subject to normal and recurring year-end adjustments. The balance sheet of  
Company contained in Company SEC Reports as of September 30, 1999 is            
hereinafter referred to as the "Company Balance Sheet." Except as disclosed in  
the Company Financials, since the date of the Company Balance Sheet, neither    
Company nor any of its subsidiaries has any liabilities required under GAAP to  
be set forth on a balance sheet (absolute, accrued, contingent or otherwise)    
which are, individually or in the aggregate, material to the business, results  
of operations or financial condition of Company and its subsidiaries taken as a 
whole, except for liabilities incurred since the date of the Company Balance    
Sheet in the ordinary course of business consistent with past practices and     
liabilities incurred in connection with this Agreement.                         

 (c) Company has heretofore furnished to Parent a complete and correct copy of
any amendments or modifications, which have not yet been filed with the SEC but 
which are required to be filed, to agreements, documents or other instruments   
which previously had been filed by Company with the SEC pursuant to the         
Securities Act or the Exchange Act.                                             

2.6 Absence of Certain Changes or Events. Since the date of the Company     
Balance Sheet there has not been: (i) any Material Adverse Effect with respect  
to Company, (ii) any declaration, setting aside or payment of any dividend on,  
or other distribution (whether in cash, stock or property) in respect of, any   
of Company's or any of its subsidiaries' capital stock, or any purchase,        
redemption or other acquisition by Company of any of Company's capital stock or 
any other securities of Company or its subsidiaries or any options, warrants,   
calls or rights to acquire any such shares or other securities except for       
repurchases which are not, individually or in the aggregate, material in amount 
from employees following their termination pursuant to the terms of their pre-  
existing stock option or purchase agreements, (iii) any split, combination or   
reclassification of any of Company's or any of its subsidiaries' capital stock, 
(iv) any granting by Company or any of its subsidiaries of                      

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any increase in compensation or fringe benefits to any of their officers or     
employees, or any payment by Company or any of its subsidiaries of any bonus to 
any of their officers or employees, or any granting by Company or any of its    
subsidiaries of any increase in severance or termination pay, other than in the 
ordinary course, consistent with past practice, or any entry by Company or any  
of its subsidiaries into, or material modification or amendment of, any         
currently effective employment, severance, termination or indemnification       
agreement or any agreement the benefits of which are contingent or the terms of 
which are materially altered upon the occurrence of a transaction involving     
Company of the nature contemplated hereby, (v) since November 10, 1999, any     
material modification, amendment or cancellation of any of the Registry         
Agreement, dated November 10, 1999, between Company and the Internet            
Corporation for Assigned Names and Numbers, a not-for-profit corporation        
("ICANN"), the Registrar Accreditation Agreement, dated November 10, 1999,      
between Company and ICANN, and the Cooperative Agreement No. NCR-92-18742, in   
each case, as amended, (vi) any material change by Company in its accounting    
methods, principles or practices, except as required by concurrent changes in   
GAAP, (vii) any material revaluation by Company of any of its material assets,  
including writing off notes or accounts receivable other than in the ordinary   
course of business, or (viii) any material change in the pricing of the         
registration fees Company charges for its registration services.                

2.7 Taxes.                                                                  

(a) Company and each of its subsidiaries have timely filed all material     
federal, state, local and foreign returns, estimates, information statements    
and reports ("Returns") relating to Taxes required to be filed by or on behalf  
of Company and each of its subsidiaries with any Tax authority, such Returns    
are true, correct and complete in all material respects, and Company and each   
of its subsidiaries have paid all Taxes shown to be due on such Returns.        

(b) Company and each of its subsidiaries have withheld with respect to its  
employees all federal and state income taxes, Taxes pursuant to the Federal     
Insurance Contribution Act ("FICA"), Taxes pursuant to the Federal Unemployment 
Tax Act ("FUTA") and other Taxes required to be withheld, except such Taxes     
which are not material to Company.                                              

(c) Other than as set forth in Part 2.7(c) of the Company Disclosure Letter,
neither Company nor any of its subsidiaries has been delinquent in the payment  
of any material Tax nor is there any material Tax deficiency outstanding,       
proposed or assessed against Company or any of its subsidiaries, nor has        
Company or any of its subsidiaries executed any unexpired waiver of any statute 
of limitations on or extending the period for the assessment or collection of   
any Tax.                                                                        

(d) No audit or other examination of any Return of Company or any of its    
subsidiaries by any Tax authority is presently in progress, nor has Company or  
any of its subsidiaries been notified of any request for such an audit or other 
examination that is reasonably likely to result in any adjustment that is       
material to Company.                                                            

(e) No adjustment relating to any Returns filed by Company or any of its    
subsidiaries has been proposed in writing formally or informally by any Tax     
authority to Company or any of its subsidiaries or any representative thereof   
that is reasonably likely to be material to Company.                            

(f) Neither Company nor any of its subsidiaries has any liability for unpaid
Taxes which has not been accrued for or reserved on the Company Balance Sheet   
in accordance with GAAP, whether asserted or unasserted, contingent or          
otherwise, which is material to Company, other than any liability for unpaid    
Taxes that may have accrued since the date of the Company Balance Sheet in      
connection with the operation of the business of Company and its subsidiaries   
in the ordinary course.                                                         

 (g) There is no agreement, plan or arrangement to which Company or any of its
subsidiaries is a party, including this Agreement and the agreements entered    
into in connection with this Agreement, covering any employee or former         
employee of Company or any of its subsidiaries that, individually or            
collectively, would be                                                          

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reasonably likely to give rise to the payment of any amount that would not be   
deductible pursuant to Sections 280G, 404 or 162(m) of the Code.                

(h) Neither Company nor any of its subsidiaries has filed any consent       
agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2)  
of the Code apply to any disposition of a subsection (f) asset (as defined in   
Section 341(f)(4) of the Code) owned by Company.                                

(i) Neither Company nor any of its subsidiaries is party to or has any      
obligation under any tax-sharing, tax indemnity or tax allocation agreement or  
arrangement, other than the Tax Sharing Agreement between Company and Science   
Applications International Corporation, a Delaware corporation ("SAIC").        

(j) Except as may be required as a result of the Merger, Company and its    
subsidiaries have not been and will not be required to include any adjustment   
in Taxable income for any Tax period (or portion thereof) pursuant to Section   
481 of the Code or any comparable provision under state or foreign Tax laws as  
a result of transactions, events or accounting methods employed prior to the    
Closing.                                                                        

 (k) None of Company's or its subsidiaries' assets are tax exempt use property
within the meaning of Section 168(h) of the Code.                               

(l) Company has not been distributed in a transaction qualifying under      
Section 355 of the Code within the last two years, nor has Company distributed  
any corporation in a transaction qualifying under Section 355 of the Code       
within the last two years.                                                      

(m) Company is not aware of any fact, circumstance, plan or intention on the
part of Company that would be reasonably likely to prevent the Merger from      
qualifying as a "reorganization" pursuant to the provisions of Section 368 of   
the Code.                                                                       

For the purposes of this Agreement, "Tax" or "Taxes" refers to (i) any and  
all federal, state, local and foreign taxes, assessments and other governmental 
charges, duties, impositions and liabilities relating to taxes, including taxes 
based upon or measured by gross receipts, income, profits, sales, use and       
occupation, and value added, ad valorem, transfer, franchise, withholding,      
payroll, recapture, employment, excise and property taxes, together with all    
interest, penalties and additions imposed with respect to such amounts, (ii)    
any liability for payment of any amounts of the type described in clause (i) as 
a result of being a member of an affiliated consolidated, combined or unitary   
group, and (iii) any liability for amounts of the type described in clauses (i) 
and (ii) as a result of any express or implied obligation to indemnify another  
person or as a result of any obligations under any agreements or arrangements   
with any other person with respect to such amounts and including any liability  
for taxes of a predecessor entity.                                              

2.8 Title to Properties.                                                    

(a) Company owns no real property interests. Part 2.8 of the Company        
Disclosure Letter list all real property leases to which Company is a party and 
each amendment thereto that is in effect as of the date of this Agreement that  
provide for annual payments in excess of $5,000,000. All such current leases    
are in full force and effect, are valid and effective in accordance with their  
respective terms, and there is not, under any of such leases, any existing      
default or event of default (or event which with notice or lapse of time, or    
both, would constitute a default) that would give rise to a material claim      
against Company.                                                                

 (b) Company has good and valid title to, or, in the case of leased properties
and assets, valid leasehold interests in, all of its tangible properties and    
assets, real, personal and mixed, used or held for use in its business, free    
and clear of any Encumbrances, except as reflected in the Company Financials    
and except for liens for Taxes not yet due and payable and such Encumbrances    
which are not material in character, amount or extent.                          

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2.9 Intellectual Property. For the purposes of this Agreement, the following
terms have the following definitions:                                           

 "Intellectual Property" shall mean any or all of the following and all rights
in, arising out of, or associated therewith: (i) all United States,             
international and foreign patents and applications therefor and all reissues,   
divisions, renewals, extensions, provisionals, continuations and continuations- 
in-part thereof; (ii) all inventions (whether patentable or not), invention     
disclosures, improvements, trade secrets, proprietary information, know how,    
technology, technical data and customer lists, and all documentation relating   
to any of the foregoing; (iii) all copyrights, copyrights registrations and     
applications therefor, and all other rights corresponding thereto throughout    
the world; (iv) all industrial designs and any registrations and applications   
therefor throughout the world; (v) all trade names, URLs, logos, common law     
trademarks and service marks, trademark and service mark registrations and      
applications therefor throughout the world; (vi) all databases and data         
collections and all rights therein throughout the world; (vii) all moral and    
economic rights of authors and inventors, however denominated, throughout the   
world, and (viii) any similar or equivalent rights to any of the foregoing      
anywhere in the world.                                                          

"Company Intellectual Property" shall mean any Intellectual Property that is
owned by, or exclusively licensed to, Company or one of its subsidiaries.       

 "Registered Intellectual Property" means all United States, international and
foreign: (i) patents and patent applications (including provisional             
applications); (ii) registered trademarks, applications to register trademarks, 
intent-to-use applications, or other registrations or applications related to   
trademarks; (iii) registered copyrights and applications for copyright          
registration; and (iv) any other Intellectual Property that is the subject of   
an application, certificate, filing, registration or other document issued,     
filed with, or recorded by any Governmental Entity.                             

"Company Registered Intellectual Property" means all of the Registered      
Intellectual Property owned by, or filed in the name of, Company or one of its  
subsidiaries.                                                                   

(a) No material Company Intellectual Property or product or service of      
Company is subject to any proceeding or outstanding decree, order, judgment,    
agreement, or stipulation restricting in any manner the use, transfer, or       
licensing thereof by Company, or which may affect the validity, use or          
enforceability of such Company Intellectual Property.                           

(b) Each material item of Company Registered Intellectual Property is valid 
and subsisting, all necessary registration, maintenance and renewal fees        
currently due in connection with such Registered Intellectual Property have     
been made and all necessary documents, recordations and certificates in         
connection with such Registered Intellectual Property have been filed with the  
relevant patent, copyright, trademark or other authorities in the United States 
or foreign jurisdictions, as the case may be, for the purposes of maintaining   
such Registered Intellectual Property, except, in each case, as would not       
materially adversely affect such item of Company Registered Intellectual        
Property.                                                                       

(c) Company or one of its subsidiaries owns and has good and exclusive title
to, or has license (sufficient for the conduct of its business as currently     
conducted) to, each material item of Company Intellectual Property free and     
clear of any Encumbrance (excluding licenses and related restrictions).         

 (d) Neither Company has nor any of its subsidiaries transferred ownership of,
or granted any exclusive license with respect to, any Intellectual Property     
that is or was material Company Intellectual Property, to any third party.      

(e) Part 2.9(e) of the Company Disclosure Letter lists (i) all material     
contracts, licenses, agreements to which Company is a party with respect to     
Company's authority as a registry and registrar for Internet general top level  
domains including but not limited to the .com, .net and .org domains, (ii) all  
Internet distribution and advertising agreements to which Company is a party    
(except for any agreement which, if terminated, would not                       

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have a Material Adverse Effect on Company), and (iii) all contracts, licenses   
and agreements to which Company is a party pursuant to which a third party has  
licensed or transferred any material Intellectual Property to Company (except   
for any contract, license and agreement which, if terminated, would not have a  
Material Adverse Effect on Company). There are no material contracts, licenses  
and agreements to which Company is a party with respect to the software,        
hardware, network and technology infrastructure used in Company's business as   
currently conducted which, if terminated, would have a Material Adverse Effect  
on Company.                                                                     

(f) To Company's knowledge, the operation of the business of Company as such
business currently is conducted, including Company's design, development,       
marketing and sale of the products or services of Company (including with       
respect to products currently under development) has not and does not infringe  
or misappropriate the Intellectual Property of any third party or, to its       
knowledge, constitute unfair competition or trade practices under the laws of   
any jurisdiction.                                                               

(g) Company has not received notice from any third party that the operation 
of the business of Company or any act, product or service of Company, infringes 
or misappropriates the Intellectual Property of any third party or constitutes  
unfair competition or trade practices under the laws of any jurisdiction, which 
allegation, if true, would have a Material Adverse Effect on Company.           

(h) Except as set forth in Part 2.9(h) of the Company Disclosure Letter, to 
the knowledge of Company, no person has or is infringing or misappropriating    
any Company Intellectual Property, which infringement or misappropriation,      
individually or in the aggregate, would have a Material Adverse Effect on       
Company.                                                                        

(i) Company and its subsidiaries have taken reasonable steps to protect     
Company's and its subsidiaries' rights in Company's and such subsidiaries'      
confidential information and trade secrets, except where the failure to do so   
would have a Material Adverse Effect on Company.                                

(j) None of the Company Intellectual Property or product or service of      
Company contains any defect in connection with processing data containing dates 
in leap years or in the year 2000 or any preceding or following years, which    
defects, individually or in the aggregate, would have a Material Adverse Effect 
on Company.                                                                     

(k) Company has obtained requisite authority, governmental approvals and    
rights (sufficient for the conduct of its business as currently conducted) to   
act as the exclusive registry and a non-exclusive registrar for certain general 
Internet top level domains, including but not limited to the .com, .net and     
.org domains. The Company Disclosure Letter lists all material contracts,     
licenses and agreements to which Company is a party with respect to Company's   
authority and obligations as a registry and registrar for Internet general top  
level domains including but not limited to the .com, .net and .org domains.     

(l) All material contracts, licenses and agreements relating to Company's   
authority and obligations as a registry and registrar for Internet general top  
level domains including but not limited to the .com, .net and .org domains, are 
in full force and effect. The consummation of the transactions contemplated by  
this Agreement will neither violate nor result in the breach, modification,     
cancellation, termination, or suspension of such contracts, licenses and        
agreements. Company and each of its subsidiaries are in material compliance     
with, and have not materially breached any term of any of such contracts,       
licenses and agreements and, to the knowledge of Company and its subsidiaries,  
all other parties to such contracts, licenses and agreements are in compliance  
in all material respects with, and have not materially breached any term of,    
such contracts, licenses and agreements.                                        

(m) Since November 10, 1999, Company has received no notice from any United 
States Governmental Entity or ICANN (i) of any material complaint by a United   
States Governmental Entity or ICANN regarding Company's services or activities  
related to its role as a registry and registrar for Internet general top level  
domains including but not limited to the .com, .net and .org domains; or (ii)   
questioning Company's authority to act as the exclusive registry and a non-     
exclusive registrar for Internet general top level domains, including but not   
limited to the .com, .net and .org domains.                                     

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(n) To the Company's knowledge, as of the date of this Agreement, Company's 
separation of its registrar and registry computer systems was achieved without  
a material failure, which, for purposes of this Section 2.9(n), shall be        
defined as uptime availability of less than 99% since the date of the           
separation of such systems due to the separation of such systems.               

2.10 Compliance with Laws.                                                  

(a) Neither Company nor any of its subsidiaries is in conflict with, or in  
default or in violation of (i) any law, rule, regulation, order, judgment or    
decree applicable to Company or any of its subsidiaries or by which Company or  
any of its subsidiaries or any of their respective properties is bound or       
affected, or (ii) any note, bond, mortgage, indenture, agreement, lease,        
license, permit, franchise or other instrument or obligation to which Company   
or any of its subsidiaries is a party or by which Company or any of its         
subsidiaries or its or any of their respective properties is bound or affected, 
except for conflicts, violations and defaults that, individually or in the      
aggregate, would not have a Material Adverse Effect on Company. To Company's    
knowledge, no investigation or review by any Governmental Entity is pending or, 
has been threatened in a writing delivered to Company against Company or any of 
its subsidiaries, nor, to Company's knowledge, has any Governmental Entity      
indicated an intention to conduct an investigation of Company or any of its     
subsidiaries. There is no judgment, injunction, order or decree binding upon    
Company or any of its subsidiaries which has or could reasonably be expected to 
have the effect of prohibiting or materially impairing any material business    
practice of Company or any of its subsidiaries, or any acquisition of material  
property by Company or any of its subsidiaries.                                 

(b) Company and its subsidiaries hold all permits, licenses, variances,     
exemptions, orders and approvals from governmental authorities that are         
material to or required for the operation of the business of Company as         
currently conducted (collectively, the "Company Permits"), and are in           
compliance with the terms of the Company Permits, except where the failure to   
hold such Company Permits, or be in such compliance, would not, individually or 
in the aggregate, have a Material Adverse Effect on Company.                    

2.11 Litigation. There are no claims, suits, actions or proceedings pending 
or, to the knowledge of Company, threatened against, relating to or affecting   
Company or any of its subsidiaries, before any Governmental Entity or any       
arbitrator that seeks to restrain or enjoin the consummation of the             
transactions contemplated by this Agreement or which could reasonably be        
expected, either singularly or in the aggregate with all such claims, actions   
or proceedings, to have a Material Adverse Effect on Company or on the          
Surviving Corporation following the Merger or have a material adverse effect on 
the ability of the parties hereto to consummate the Merger. No director or      
executive officer of Company has asserted a claim to seek indemnification from  
Company under the Company Charter Documents or any indemnification agreement    
between Company and such person.                                                

2.12 Employee Benefit Plans.                                                

(a) Definitions. With the exception of the definition of "Affiliate" set    
forth in Section 2.12(a)(i) below (which definition shall apply only to this    
Section 2.12), for purposes of this Agreement, the following terms shall have   
the meanings set forth below:                                                   

(i) "Affiliate" shall mean any other person or entity under common      
control with Company within the meaning of Section 414(b), (c), (m) or (o)  
of the Code and the regulations issued thereunder;                          

(ii) "Company Employee Plan" shall mean any plan, program, policy,      
practice, contract, agreement or other arrangement providing for            
compensation, severance, termination pay, performance awards, stock or      
stock-related awards, fringe benefits or other employee benefits or         
remuneration of any kind, whether written or unwritten or otherwise, funded 
or unfunded, including without limitation, each "employee benefit plan,"    
within the meaning of Section 3(3) of ERISA which is or has been            
maintained, contributed to, or required to be contributed to, by Company or 
any Affiliate for the benefit of any Employee;                              

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(iii) "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation 
Act of 1985, as amended;                                                    

(iv) "DOL" shall mean the Department of Labor;                          

(v) "Employee" shall mean any current, former, or retired employee,     
officer, or director of Company or any subsidiary of Company;               

(vi) "Employee Agreement" shall mean each management, employment,       
severance, consulting, relocation, repatriation, expatriation, visas, work  
permit or similar agreement or contract between Company or any subsidiary   
of Company, on the one hand, and any Employee or consultant of Company or   
any subsidiary of Company, on the other hand;                               

(vii) "ERISA" shall mean the Employee Retirement Income Security Act of 
1974, as amended;                                                           

(viii) "FMLA" shall mean the Family Medical Leave Act of 1993, as       
amended;                                                                    

(ix) "International Employee Plan" shall mean each Company Employee Plan
that has been adopted or maintained by Company, whether informally or       
formally, for the benefit of Employees outside the United States;           

(x) "IRS" shall mean the Internal Revenue Service;                      

(xi) "Multiemployer Plan" shall mean any "Pension Plan" (as defined     
below) which is a "multiemployer plan," as defined in Section 3(37) of      
ERISA;                                                                      

(xii) "PBGC" shall mean the Pension Benefit Guaranty Corporation; and   

(xiii) "Pension Plan" shall mean each Company Employee Plan which is an 
"employee pension benefit plan," within the meaning of Section 3(2) of      
ERISA.                                                                      

 (b) Schedule. Part 2.12 of the Company Disclosure Letter contains an accurate
and complete list of each Company Employee Plan and each Employee Agreement.    
Company does not have any plan or commitment to establish any new Company       
Employee Plan, to modify any Company Employee Plan or Employee Agreement        
(except to the extent required by law or to conform any such Company Employee   
Plan or Employee Agreement to the requirements of any applicable law, in each   
case as previously disclosed to Parent in writing, or as required by this       
Agreement), or to enter into any Company Employee Plan or Employee Agreement,   
nor does it have any intention or commitment to do any of the foregoing.        

(c) Documents. Company has made available to Parent, to the extent requested
by Parent: (i) correct and complete copies of all documents embodying each      
Company Employee Plan and each Employee Agreement including all amendments      
thereto and written interpretations thereof; (ii) the most recent annual        
actuarial valuations, if any, prepared for each Company Employee Plan; (iii)    
the most recent annual report (Form Series 5500 and all schedules and financial 
statements attached thereto), if any, required under ERISA or the Code in       
connection with each Company Employee Plan or related trust; (iv) if the        
Company Employee Plan is funded, the most recent annual and periodic accounting 
of Company Employee Plan assets; (v) the most recent summary plan description   
together with the summary of material modifications thereto, if any, required   
under ERISA with respect to each Company Employee Plan; (vi) all IRS            
determination, opinion, notification and advisory letters, and rulings relating 
to Company Employee Plans and copies of all applications and correspondence to  
or from the IRS or the DOL with respect to any Company Employee Plan; (vii) all 
material written agreements and contracts relating to each Company Employee     
Plan, including, but not limited to, administrative service agreements, group   
annuity contracts and group insurance contracts; (viii) all communications      
material to any Employee or Employees relating to any Company Employee Plan and 
any proposed Company Employee Plans, in each case, relating to any amendments,  
terminations, establishments, increases or decreases in benefits, acceleration  
of payments or vesting schedules or other events which would result in any      
material liability to Company; (ix) all COBRA forms and related notices; and    
(x) all registration statements and prospectuses prepared in connection with    
each Company Employee Plan.                                                     

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(d) Employee Plan Compliance. Except, in each case, as would not,           
individually or in the aggregate, result in a material liability to Company:    
(i) Company has performed in all material respects all obligations required to  
be performed by it under, is not in default or violation of, and has no         
knowledge of any default or violation by any other party to, each Company       
Employee Plan, and each Company Employee Plan has been established and          
maintained in all material respects in accordance with its terms and in         
compliance with all applicable laws, statutes, orders, rules and regulations,   
including but not limited to ERISA or the Code; (ii) each Company Employee Plan 
intended to qualify under Section 401(a) of the Code and each trust intended to 
qualify under Section 501(a) of the Code has either received a favorable        
determination letter from the IRS with respect to each such Plan as to its      
qualified status under the Code or has remaining a period of time under         
applicable Treasury regulations or IRS pronouncements in which to apply for     
such a determination letter and make any amendments necessary to obtain a       
favorable determination and, to the knowledge of Company, no event has occurred 
giving rise to a material likelihood that such Plan would not be treated as     
qualified by the IRS; (iii) no "prohibited transaction," within the meaning of  
Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise    
exempt under Section 408 of ERISA, has occurred with respect to any Company     
Employee Plan; (iv) there are no actions, suits or claims pending, or, to the   
knowledge of Company, threatened or reasonably anticipated (other than routine  
claims for benefits) against any Company Employee Plan or against the assets of 
any Company Employee Plan; (v) each Company Employee Plan can be amended,       
terminated or otherwise discontinued after the Effective Time in accordance     
with its terms, without liability to Parent, Company or any of its Affiliates   
(other than ordinary administration expenses typically incurred in a            
termination event); (vi) there are no audits, inquiries or proceedings pending  
or, to the knowledge of Company, threatened by the IRS or DOL with respect to   
any Company Employee Plan; (vii) neither Company nor any Affiliate is subject   
to any penalty or tax with respect to any Company Employee Plan under Section   
402(i) of ERISA or Sections 4975 through 4980 of the Code; and (viii) all       
contributions due from the Company or any Affiliate with respect to any of the  
Company Employee Plans have been made as required under ERISA or have been      
accrued on the Company Balance Sheet.                                           

(e) Pension Plans. Neither Company nor SAIC has now, nor has it ever,       
maintained, established, sponsored, participated in, or contributed to, any     
Pension Plan which is subject to Title IV of ERISA or Section 412 of the Code,  
that would result in material liability to Company.                             

(f) Multiemployer Plans. At no time has Company or SAIC contributed to or   
been requested to contribute to any Multiemployer Plan, that would result in    
material liability to Company.                                                  

 (g) No Post-Employment Obligations. No Company Employee Plan provides, or has
any liability to provide, retiree life insurance, retiree health or other       
retiree employee welfare benefits to any person for any reason, except as may   
be required by COBRA or other applicable statute, and Company has never         
represented, promised or contracted (whether in oral or written form) to any    
Employee (either individually or to Employees as a group) or any other person   
that such Employee(s) or other person would be provided with retiree life       
insurance, retiree health or other retiree employee welfare benefit, except to  
the extent required by statute.                                                 

(h) Effect of Transaction. Except as expressly contemplated by this         
Agreement, the execution of this Agreement and the consummation of the          
transactions contemplated hereby will not (either alone or upon the occurrence  
of any additional or subsequent events) constitute an event under any Company   
Employee Plan, Employee Agreement, trust or loan that will or may result in any 
payment (whether of severance pay or otherwise), acceleration, forgiveness of   
indebtedness, vesting, distribution, increase in benefits or obligation to fund 
benefits with respect to any Employee.                                          

(i) Employment Matters. Except, in each case, as would not, individually or 
in the aggregate, have a Material Adverse Effect on the Company, Company and    
each of its subsidiaries: (i) is in compliance in all material respects with    
all applicable foreign, federal, state and local laws, rules and regulations    
respecting employment, employment practices, terms and conditions of employment 
and wages and hours, in each case, with respect to Employees; (ii) has withheld 
all amounts required by law or by agreement to be withheld from the wages,      
salaries and other payments to Employees; (iii) has properly classified         
independent contractors for                                                     

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purposes of federal and applicable state tax laws, laws applicable to employee  
benefits and other applicable laws; (iv) is not liable for any arrears of wages 
or any taxes or any penalty for failure to comply with any of the foregoing;    
and (v) is not liable for any material payment to any trust or other fund or to 
any governmental or administrative authority, with respect to unemployment      
compensation benefits, social security or other benefits or obligations for     
Employees (other than routine payments to be made in the normal course of       
business and consistent with past practice). There are no pending, or, to       
Company's knowledge, threatened material claims or actions against Company      
under any worker's compensation policy or long-term disability policy. To       
Company's knowledge, no Employee of Company has materially violated any         
employment contract, nondisclosure agreement or noncompetition agreement by     
which such Employee is bound due to such Employee being employed by Company and 
disclosing to Company or using trade secrets or proprietary information of any  
other person or entity.                                                         

(j) Labor. No work stoppage or labor strike against Company is pending,     
threatened or reasonably anticipated. Company does not know of any activities   
or proceedings of any labor union to organize any Employees. There are no       
actions, suits, claims, labor disputes or grievances pending, or, to the        
knowledge of Company, threatened relating to any labor, safety or               
discrimination matters involving any Employee, including charges of unfair      
labor practices or discrimination complaints, which, if adversely determined,   
would, individually or in the aggregate, result in any material liability to    
Company. Neither Company nor any of its subsidiaries has engaged in any unfair  
labor practices within the meaning of the National Labor Relations Act. Company 
is not presently, nor has it been in the past, a party to, or bound by, any     
collective bargaining agreement or union contract with respect to Employees and 
no collective bargaining agreement is being negotiated by Company.              

(k) International Employee Plan. Each International Employee Plan has been  
established, maintained and administered in material compliance with its terms  
and conditions and with the requirements prescribed by any and all statutory or 
regulatory laws that are applicable to such International Employee Plan.        
Furthermore, no International Employee Plan has unfunded liabilities, that as   
of the Effective Time, will not be offset by insurance or fully accrued. Except 
as required by law, no condition exists that would prevent Company or Parent    
from terminating or amending any International Employee Plan at any time for    
any reason.                                                                     

2.13 Environmental Matters.                                                 

 (a) Hazardous Material. Except as would not have a Material Adverse Effect on
Company, no underground storage tanks and no amount of any substance that has   
been designated by any Governmental Entity or by applicable federal, state or   
local law to be radioactive, toxic, hazardous or otherwise a danger to health   
or the environment, including, without limitation, PCBs, asbestos, petroleum,   
urea-formaldehyde and all substances listed as hazardous substances pursuant to 
the Comprehensive Environmental Response, Compensation, and Liability Act of    
1980, as amended, or defined as a hazardous waste pursuant to the United States 
Resource Conservation and Recovery Act of 1976, as amended, and the regulations 
promulgated pursuant to said laws, but excluding office and janitorial supplies 
(a "Hazardous Material") are present, as a result of the actions of Company or  
any of its subsidiaries or any affiliate of Company, or, to Company's           
knowledge, as a result of any actions of any third party or otherwise, in, on   
or under any property, including the land and the improvements, ground water    
and surface water thereof that Company or any of its subsidiaries has at any    
time owned, operated, occupied or leased.                                       

(b) Hazardous Materials Activities. Except as would not have a Material     
Adverse Effect on Company (in any individual case or in the aggregate) (i)      
neither Company nor any of its subsidiaries has transported, stored, used,      
manufactured, disposed of released or exposed its employees or others to        
Hazardous Materials in violation of any law in effect on or before the Closing  
Date, and (ii) neither Company nor any of its subsidiaries has disposed of,     
transported, sold, used, released, exposed its employees or others to or        
manufactured any product containing a Hazardous Material (collectively          
"Hazardous Materials Activities") in violation of any rule, regulation, treaty  
or statute promulgated by any Governmental Entity in effect prior to or as of   
the date hereof to prohibit, regulate or control Hazardous Materials or any     
Hazardous Material Activity.                                                    

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(c) Permits. Company and its subsidiaries currently hold all environmental  
approvals, permits, licenses, clearances and consents ("Environmental Permits") 
material to and necessary for the conduct of Company's and its subsidiaries'    
Hazardous Material Activities and other businesses of Company and its           
subsidiaries as such activities and businesses are currently being conducted.   

(d) Environmental Liabilities. No material action, proceeding, revocation   
proceeding, amendment procedure, writ or injunction is pending, and to          
Company's knowledge, no material action, proceeding, revocation proceeding,     
amendment procedure, writ or injunction has been threatened by any Governmental 
Entity against Company or any of its subsidiaries in a writing delivered to     
Company concerning any Environmental Permit of Company, Hazardous Material or   
any Hazardous Materials Activity of Company or any of its subsidiaries. Company 
is not aware of any fact or circumstance which reasonably could be expected to  
involve Company or any of its subsidiaries in any environmental litigation or   
impose upon Company any environmental liability, with such exceptions as would  
not have a Material Adverse Effect on Company.                                  

2.14 Certain Agreements. Except as set forth in Part 2.14 of the Company    
Disclosure Letter, neither Company nor any of its subsidiaries is a party to or 
is bound by:                                                                    

(a) any employment or consulting agreement or commitment with any       
employee or member of Company's Board of Directors, that, individually or   
in the aggregate, is material to Company, other than those that are         
terminable by Company or any of its subsidiaries on no more than thirty     
days notice without liability or financial obligation, except to the extent 
general principles of wrongful termination law may limit Company's or any   
of its subsidiaries' ability to terminate employees at will;                

(b) any agreement or plan, including any stock option plan, stock       
appreciation right plan or stock purchase plan, any of the benefits of      
which will be increased, or the vesting of benefits of which will be        
accelerated, by the occurrence of any of the transactions contemplated by   
this Agreement or the value of any of the benefits of which will be         
calculated on the basis of any of the transactions contemplated by this     
Agreement;                                                                  

(c) any material guaranty or any instrument evidencing indebtedness for 
borrowed money by way of direct loan or sale of debt securities;            

(d) any agreement, obligation or commitment containing covenants        
purporting to limit or which effectively limit the Company's or any of its  
subsidiaries' freedom to compete in any line of business or in any          
geographic area or which would so limit Company or Surviving Corporation or 
any of its subsidiaries after the Effective Time that would have a Material 
Adverse Effect on Company;                                                  

(e) any agreement or commitment currently in force relating to the      
disposition or acquisition by Company or any of its subsidiaries after the  
date of this Agreement of a material amount of assets not in the ordinary   
course of business, or pursuant to which Company has any material ownership 
or participation interest in any corporation, partnership, joint venture,   
strategic alliance or other business enterprise other than Company's        
subsidiaries;                                                               

(f) any material agreement or commitment with SAIC other than the       
Corporate Services Agreement between Company and SAIC; or                   

(g) any agreement or commitment currently in force providing for capital
expenditures by Company or its subsidiaries in excess of $5,000,000.        

The agreements required to be disclosed in the Company Disclosure Letter    
pursuant to clauses (a) through (g) above or pursuant to Section 2.9 or are     
required to be filed with any Parent SEC Report ("Company Contracts") are valid 
and in full force and effect, except to the extent that such invalidity would   
not have a Material Adverse Effect on Company. Neither Company nor any of its   
subsidiaries, nor to Company's knowledge, any other party thereto, is in        
breach, violation or default under, and neither Company nor any of its          
subsidiaries has received written notice that it has breached, violated or      
defaulted, any of the terms or conditions of any Company Contract in such a     
manner as would have a Material Adverse Effect on Company.                      

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 2.15 Brokers' and Finders' Fees. Except for fees payable to J.P. Morgan & Co.
Incorporated and Chase Securities, Inc. pursuant to engagement letters which    
have been provided to Parent, Company has not incurred, nor will it incur,      
directly or indirectly, any liability for brokerage or finders' fees or agents' 
commissions or any similar charges in connection with this Agreement or any     
transaction contemplated hereby.                                                

2.16 Insurance. Company and each of its subsidiaries have policies of       
insurance and bonds of the type and in amounts customarily carried by persons   
conducting business or owning assets similar to those of the Company and its    
subsidiaries. There is no material claim pending under any of such policies or  
bonds as to which coverage has been questioned, denied or disputed by the       
underwriters of such policies or bonds. All premiums due and payable under all  
such policies have been paid and the Company and its subsidiaries are otherwise 
in compliance in all material respects with the terms of such policies and      
bonds. To the knowledge of Company, there has been no threatened termination    
of, or material premium increase with respect to, any of such policies.         

2.17 Disclosure. The information supplied by Company for inclusion in the   
Form S-4 (or any similar successor form thereto) Registration Statement to be   
filed by Parent with the SEC in connection with the issuance of Parent Common   
Stock in the Merger (the "Registration Statement") shall not at the time the    
Registration Statement is filed with the SEC and at the time it becomes         
effective under the Securities Act contain any untrue statement of a material   
fact or omit to state any material fact required to be stated therein or        
necessary in order to make the statements therein, in light of the              
circumstances under which they are made, not misleading. The information        
supplied by Company for inclusion or incorporation by reference in the proxy    
statement/prospectus to be filed with the SEC as part of the Registration       
Statement (the "Proxy Statement/Prospectus") shall not, on the date the Proxy   
Statement/Prospectus is mailed to Company's stockholders or to Parent's         
stockholders, at the time of the meeting of Company's stockholders (the         
"Company Stockholders' Meeting") to consider the Company Stockholder Approvals, 
at the time of the meeting of Parent's stockholders (the "Parent Stockholders'  
Meeting") to consider (1) the issuance of shares of Parent Common Stock         
pursuant to the Merger, (2) an amendment to Parent's Certificate of             
Incorporation to increase the authorized number of shares of Parent Common      
Stock in order to permit the issuance of shares of Parent Common Stock pursuant 
to the Merger, and (3) an amendment to Parent's Bylaws to increase the          
authorized number of directors of Parent (collectively, the "Parent Stockholder 
Approvals") or as of the Effective Time, contain any untrue statement of a      
material fact or omit to state any material fact required to be stated therein  
or necessary in order to make the statements therein, in light of the           
circumstances under which they are made, not false or misleading; or omit to    
state any material fact necessary to correct any statement in any earlier       
communication with respect to the solicitation of proxies for the Company       
Stockholders' Meeting or Parent Stockholders' Meeting which has become false or 
misleading. The Proxy Statement/Prospectus will comply as to form in all        
material respects with the provisions of the Securities Act, the Exchange Act   
and the rules and regulations thereunder. If at any time prior to the Effective 
Time any event relating to Company or any of its affiliates, officers or        
directors should be discovered by Company which is required to be set forth in  
an amendment to the Registration Statement or a supplement to the Proxy         
Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the 
foregoing, Company makes no representation or warranty with respect to any      
information supplied by Parent or Merger Sub which is contained in any of the   
foregoing documents.                                                            

 2.18 Board Approval. The Board of Directors of Company has, as of the date of
this Agreement, (i) determined that the Merger is fair to, and in the best      
interests of Company and its stockholders, and has approved this Agreement and  
(ii) declared the advisability of the Merger and recommends that the            
stockholders of Company approve and adopt this Agreement and approve the        
Merger.                                                                         

2.19 Fairness Opinion. Company's Board of Directors has received opinions   
from J.P. Morgan & Co. Incorporated and Chase Securities, Inc., dated as of the 
date hereof, to the effect that, as of the date hereof, the consideration to be 
received by Company's stockholders in the Merger is fair to Company's           
stockholders from a financial point of view, and will promptly deliver to       
Parent copies of such opinions.                                                 

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2.20 DGCL Section 203 and Rights Agreement Not Applicable. The restrictions 
contained in Section 203 of the Delaware Law applicable to a "business          
combination" (as defined in such Section 203) are not applicable to the         
execution, delivery or performance of this Agreement or to the consummation of  
the Merger by express provision of the Company's Certificate of Incorporation,  
duly adopted pursuant to the provisions of Section 203(b)(3) of the Delaware    
Law. To Company's knowledge, no other anti-takeover, control share acquisition, 
fair price, moratorium or other similar statute or regulation (each, a          
"Takeover Statute") applies or purports to apply to this Agreement, the Merger  
or the other transactions contemplated hereby. Company is not a party to, and   
Company's equity securities will not be affected by, any rights agreement,      
"poison pill" or similar plan, agreement or arrangement which would have an     
adverse effect on the ability of Parent to consummate the Merger or the other   
transactions contemplated hereby.                                               

2.21 Affiliates. Part 2.21 of the Company Disclosure Letter is a complete   
list of those persons who may be deemed to be, in Company's reasonable          
judgment, affiliates of Company within the meaning of Rule 145 promulgated      
under the Securities Act. Except as set forth in the Company SEC Reports, since 
the date of the Company's last proxy statement filed with the SEC, no event has 
occurred as of the date of this Agreement that would be required to be reported 
by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC.   

ARTICLE III 

Representations and Warranties of Parent and Merger Sub 

As of the date of this Agreement and as of the Closing Date, except as      
disclosed in (i) Parent's Annual Report on Form 10-K for the year ending        
December 31, 1998 and any Parent SEC Reports (as defined below) filed           
subsequent to such Form 10-K, and (ii) the disclosure letter delivered by       
Parent to Company dated as of the date hereof and certified by a duly           
authorized officer of Parent (the "Parent Disclosure Letter") (each Part of     
which qualifies the correspondingly numbered representation, warranty or        
covenant to the extent specified therein and such other representations,        
warranties or covenants to the extent a matter in such Part is disclosed in     
such a way as to make its relevance to such other representation, warranty or   
covenant readily apparent, Parent and Merger Sub represent and warrant as       
follows:                                                                        

3.1 Organization of Parent and Merger Sub.                                  

(a) Each of Parent and Merger Sub is a corporation duly organized, validly  
existing and in good standing under the laws of the jurisdiction of its         
incorporation and has all requisite corporate power and authority, and all      
requisite qualifications to do business as a foreign corporation, to conduct    
its business in the manner in which its business is currently being conducted,  
except where the failure to be so organized, existing or in good standing or to 
have such power, authority or qualifications would not, individually or in the  
aggregate, have a Material Adverse Effect on Parent.                            

 (b) Parent has delivered or made available to Company a true and correct copy
of the Certificate of Incorporation and Bylaws of Parent and Merger Sub, each   
as amended to date (collectively, the "Parent Charter Documents"), and each     
such instrument is in full force and effect. Neither Parent nor Merger Sub is   
in violation of any of the provisions of the Parent Charter Documents.          

3.2 Parent and Merger Sub Capitalization.                                   

(a) The authorized capital stock of Parent consists solely of 200,000,000   
shares of Parent Common Stock, of which there were 114,820,683 shares issued    
and outstanding as of the close of business on March 3, 2000, and 5,000,000     
shares of Preferred Stock, par value $0.001 per share, of which no shares are   
issued or outstanding. All outstanding shares of Parent Common Stock are duly   
authorized, validly issued, fully paid and nonassessable and are not subject to 
preemptive rights created by statute, the Certificate of Incorporation or       
Bylaws of Parent or any agreement or document to which Parent is a party or by  
which it is bound. As of the close of business on March 3, 2000, (i) 17,137,292 
shares of Parent Common Stock are subject to issuance                           

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pursuant to outstanding options to purchase Parent Common Stock, and (ii)       
1,748,494 shares of Parent Common Stock are reserved for future issuance under  
Parent's 1998 Equity Employee Stock Purchase Plan. All shares of Parent Common  
Stock subject to issuance as aforesaid, upon issuance on the terms and          
conditions specified in the instruments pursuant to which they are issuable,    
would be duly authorized, validly issued, fully paid and nonassessable.         

(b) The authorized capital stock of Merger Sub consists of 1,000 shares of  
common stock, $0.01 par value, all of which, as of the date hereof, are issued  
and outstanding and are held by Parent. All of the outstanding shares of Merger 
Sub's common stock have been duly authorized and validly issued, and are fully  
paid and nonassessable. Merger Sub was formed for the purpose of consummating   
the Merger and has no material assets or liabilities except as necessary for    
such purpose.                                                                   

(c) All outstanding shares of Company Common Stock, all outstanding Company 
Options, and all outstanding shares of capital stock of each subsidiary of      
Company have been issued and granted in compliance with (i) all applicable      
securities laws and other applicable material Legal Requirements and (ii) all   
material requirements set forth in applicable agreements or instruments.        

(d) The Parent Common Stock to be issued in the Merger, when issued in      
accordance with the provisions of this Agreement, will be validly issued, fully 
paid and nonassessable.                                                         

3.3 Obligations With Respect to Capital Stock. Except as set forth in Part  
3.3 of the Parent Disclosure Letter, there are no equity securities,            
partnership interests or similar ownership interests of any class of Parent     
equity security, or any securities exchangeable or convertible into or          
exercisable for such equity securities, partnership interests or similar        
ownership interests, issued, reserved for issuance or outstanding. Except for   
securities Parent owns free and clear of all claims and Encumbrances, directly  
or indirectly through one or more subsidiaries, and except for shares of        
capital stock or other similar ownership interests of certain subsidiaries of   
Parent that are owned by certain nominee equity holders as required by the      
applicable law of the jurisdiction of organization of such subsidiaries, as of  
the date of this Agreement, there are no equity securities, partnership         
interests or similar ownership interests of any class of equity security of any 
subsidiary of Parent, or any security exchangeable or convertible into or       
exercisable for such equity securities, partnership interests or similar        
ownership interests, issued, reserved for issuance or outstanding. Except as    
set forth in Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no 
subscriptions, options, warrants, equity securities, partnership interests or   
similar ownership interests, calls, rights (including preemptive rights),       
commitments or agreements of any character to which Parent or any of its        
subsidiaries is a party or by which it is bound obligating Parent or any of its 
subsidiaries to issue, deliver or sell, or cause to be issued, delivered or     
sold, or repurchase, redeem or otherwise acquire, or cause the repurchase,      
redemption or acquisition of, any shares of capital stock, partnership          
interests or similar ownership interests of Parent or any of its subsidiaries   
or obligating Parent or any of its subsidiaries to grant, extend, accelerate    
the vesting of or enter into any such subscription, option, warrant, equity     
security, call, right, commitment or agreement.                                 

3.4 Authority; Non-Contravention.                                           

(a) Each of Parent and Merger Sub has all requisite corporate power and     
authority to enter into this Agreement and to consummate the transactions       
contemplated hereby. The execution and delivery of this Agreement and the       
consummation of the transactions contemplated hereby have been duly authorized  
by all necessary corporate action on the part of Parent and Merger Sub, subject 
only to the Parent Stockholder Approvals and the filing of the Certificate of   
Merger pursuant to Delaware Law. The affirmative vote of (i) the holders of a   
majority in interest of the stock present or represented by proxy at the Parent 
Stockholders' Meeting is sufficient for Parent's stockholders to approve the    
issuance of shares of Parent Common Stock pursuant to the Merger, (ii) the      
holders of a majority of the outstanding shares of Parent Common Stock is       
sufficient for Parent's stockholders to amend Parent's Certificate of           
Incorporation to increased the authorized number of shares of Parent Common     
Stock in order to permit the issuance of shares of Parent Common Stock pursuant 
to the Merger, and (iii) the holders of at least a majority of the voting power 
of all of then outstanding shares of Parent Common Stock is sufficient to amend 
Parent's Bylaws to increase the authorized number of                            

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directors of Parent, and no other approval of any holder of any securities of   
Company is required in connection with the consummation of the transactions     
contemplated hereby. This Agreement has been duly executed and delivered by     
each of Parent and Merger Sub and, assuming the due authorization, execution    
and delivery by Company, constitute the valid and binding obligations of Parent 
and Merger Sub, respectively, enforceable against Parent and Merger Sub in      
accordance with their terms, except as enforceability may be limited by         
bankruptcy and other similar laws affecting the rights of creditors generally   
and general principles of equity.                                               

 (b) The execution and delivery of this Agreement by each of Parent and Merger
Sub does not, and the performance of this Agreement by Parent and Merger Sub    
will not, (i) subject to obtaining the Parent Stockholder Approvals, conflict   
with or violate the Certificate of Incorporation or Bylaws of Parent or Merger  
Sub, (ii) subject to obtaining the Parent Stockholder Approvals and compliance  
with the requirements set forth in Section 3.4(c), conflict with or violate any 
law, rule, regulation, order, judgment or decree applicable to Parent or Merger 
Sub or by which any of their respective properties is bound or affected, or     
(iii) result in any breach of or constitute a default (or an event that with    
notice or lapse of time or both would become a default) under, or impair        
Parent's rights or alter the rights or obligations of any third party under, or 
give to others any rights of termination, amendment, acceleration or            
cancellation of; or result in the creation of an Encumbrance on any of the      
properties or assets of Parent or Merger Sub pursuant to, any note, bond,       
mortgage, indenture, contract, agreement, lease, license, permit, franchise or  
other instrument or obligation to which Parent or Merger Sub is a party or by   
which Parent or Merger Sub or any of their respective properties are bound or   
affected, except, in the case of clauses (ii) and (iii), for such conflicts,    
violations, breaches, defaults, impairments, or rights which, individually or   
in the aggregate, would not have a Material Adverse Effect on Parent. Part      
3.4(b) of the Parent Disclosure Letter list all consents, waivers and approvals 
under any of Parent's or any of its subsidiaries' agreements, contracts,        
licenses or leases required to be obtained in connection with the consummation  
of the transactions contemplated hereby, which, if individually or in the       
aggregate not obtained, would result in a material loss of benefits to Parent   
or the Surviving Corporation as a result of the Merger.                         

(c) No consent, approval, order or authorization of, or registration,       
declaration or filing with any Governmental Entity or other person is required  
to be obtained or made by Parent or Merger Sub in connection with the execution 
and delivery of this Agreement or the consummation of the Merger, except for    
(i) the filing of the Certificate of Merger with the Secretary of State of the  
State of Delaware, (ii) the filing of the Proxy Statement/Prospectus and the    
Registration Statement with the SEC and a Schedule 13D with regard to the       
Voting Agreement in accordance with the Securities Act and the Exchange Act,    
and the effectiveness of the Registration Statement, (iii) such consents,       
approvals, orders, authorizations, registrations, declarations and filings as   
may be required under applicable federal, foreign and state securities (or      
related) laws and the HSR Act and the securities or antitrust laws of any       
foreign country, and (v) such other consents, authorizations, filings,          
approvals and registrations which if not obtained or made would not be material 
to Parent or the Surviving Corporation or have a material adverse effect on the 
ability of the parties hereto to consummate the Merger.                         

3.5 SEC Filings; Parent Financial Statements.                               

 (a) Parent has filed all forms, reports and documents required to be filed by
Parent with the SEC since the effective date of the registration statement of   
Parent's initial public offering, and has made available to Company such forms, 
reports and documents in the form filed with the SEC. All such required forms,  
reports and documents (including those that Parent may file subsequent to the   
date hereof) are referred to herein as the "Parent SEC Reports." As of their    
respective dates, the Parent SEC Reports (i) were prepared in accordance with   
the requirements of the Securities Act or the Exchange Act, as the case may be, 
and the rules and regulations of the SEC thereunder applicable to such Parent   
SEC Reports, and (ii) did not at the time they were filed (or if amended or     
superseded by a filing prior to the date of this Agreement, then on the date of 
such filing) contain any untrue statement of a material fact or omit to state a 
material fact required to be stated therein or necessary in order to make the   
statements therein, in the light of the circumstances under which they were     
made, not misleading, except to the extent corrected prior to the date of this  
Agreement by a subsequently                                                     

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filed Parent SEC Report. None of Parent's subsidiaries is required to file any  
forms, reports or other documents with the SEC.                                 

(b) Each of the consolidated financial statements (including, in each case, 
any related notes thereto) contained in the Parent SEC Reports (the "Parent     
Financials"), including any Parent SEC Reports filed after the date hereof      
until the Closing, (i) complied as to form in all material respects with the    
published rules and regulations of the SEC with respect thereto, (ii) was       
prepared in accordance with GAAP applied on a consistent basis throughout the   
periods involved (except as may be indicated in the notes thereto or, in the    
case of unaudited interim financial statements, as may be permitted by the SEC  
on Form 1O-Q, 8-K or any successor form under the Exchange Act) and (iii)       
fairly presented the consolidated financial position of Parent and its          
subsidiaries as at the respective dates thereof and the consolidated results of 
Parent's operations and cash flows for the periods indicated, except that the   
unaudited interim financial statements may not contain footnotes and were or    
are subject to normal and recurring year-end adjustments. The balance sheet of  
Parent contained in Parent SEC Reports as of September 30, 1999 is hereinafter  
referred to as the "Parent Balance Sheet." Except as disclosed in the Parent    
Financials, since the date of the Parent Balance Sheet neither Parent nor any   
of its subsidiaries has any liabilities required under GAAP to be set forth on  
a balance sheet (absolute, accrued, contingent or otherwise) which are,         
individually or in the aggregate, material to the business, results of          
operations or financial condition of Parent and its subsidiaries taken as a     
whole, except for liabilities incurred since the date of the Parent Balance     
Sheet in the ordinary course of business consistent with past practices and     
liabilities incurred in connection with this Agreement.                         

 (c) Parent has heretofore furnished to Company a complete and correct copy of
any amendments or modifications, which have not yet been filed with the SEC but 
which are required to be filed, to agreements, documents or other instruments   
which previously had been filed by Parent with the SEC pursuant to the          
Securities Act or the Exchange Act.                                             

3.6 Absence of Certain Changes or Events. Since the date of the Parent      
Balance Sheet there has not been (i) any Material Adverse Effect with respect   
to Parent, (ii) any declaration, setting aside or payment of any dividend on,   
or other distribution (whether in cash, stock or property) in respect of, any   
of Parent's or any of its subsidiaries' capital stock, or any purchase,         
redemption or other acquisition by Parent of any of Parent's capital stock or   
any other securities of Parent or its subsidiaries or any options, warrants,    
calls or rights to acquire any such shares or other securities except for       
repurchases which are not, individually or in the aggregate, material in amount 
from employees following their termination pursuant to the terms of their pre-  
existing stock option or purchase agreements, (iii) any split, combination or   
reclassification of any of Parent's or any of its subsidiaries' capital stock,  
(iv) any material change by Parent in its accounting methods, principles or     
practices, except as required by concurrent changes in GAAP, or (v) any         
material revaluation by Parent of any of its material assets, including writing 
off notes or accounts receivable other than in the ordinary course of business. 

3.7 Taxes.                                                                  

(a) Parent and each of its subsidiaries have timely filed all material      
Returns relating to Taxes required to be filed by or on behalf of Parent and    
each of its subsidiaries with any Tax authority, such Returns are true, correct 
and complete in all material respects, and Parent and each of its subsidiaries  
have paid all Taxes shown to be due on such Returns.                            

(b) Parent and each of its subsidiaries have withheld with respect to its   
employees all federal and state income taxes, Taxes pursuant to FICA, Taxes     
pursuant to FUTA and other Taxes required to be withheld, except such Taxes     
which are not material to Parent.                                               

(c) Neither Parent nor any of its subsidiaries has been delinquent in the   
payment of any material Tax nor is there any material Tax deficiency            
outstanding, proposed or assessed against Parent or any of its subsidiaries,    
nor has Parent or any of its subsidiaries executed any unexpired waiver of any  
statute of limitations on or extending the period for the assessment or         
collection of any Tax.                                                          

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(d) No audit or other examination of any Return of Parent or any of its     
subsidiaries by any Tax authority is presently in progress, nor has Parent or   
any of its subsidiaries been notified of any request for such an audit or other 
examination that is reasonably likely to result in any adjustment that is       
material to Parent.                                                             

(e) No adjustment relating to any Returns filed by Parent or any of its     
subsidiaries has been proposed in writing formally or informally by any Tax     
authority to Company or any of its subsidiaries or any representative thereof   
that is reasonably likely to be material to Parent.                             

(f) Neither Parent nor any of its subsidiaries has any liability for unpaid 
Taxes which has not been accrued for or reserved on the Parent Balance Sheet in 
accordance with GAAP, whether asserted or unasserted, contingent or otherwise,  
which is material to Parent, other than any liability for unpaid Taxes that may 
have accrued since the date of the Parent Balance Sheet in connection with the  
operation of the business of Parent and its subsidiaries in the ordinary        
course.                                                                         

(g) There is no agreement, plan or arrangement to which Parent or any of its
subsidiaries is a party, including this Agreement and the agreements entered    
into in connection with this Agreement, covering any employee or former         
employee of Parent or any of its subsidiaries that, individually or             
collectively, would be reasonably likely to give rise to the payment of any     
amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of 
the Code. There is no contract, agreement, plan or arrangement to which Parent  
is a party or by which it is bound to compensate any individual for excise      
taxes paid pursuant to Section 4999 of the Code.                                

(h) Neither Parent nor any of its subsidiaries has filed any consent        
agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2)  
of the Code apply to any disposition of a subsection (f) asset (as defined in   
Section 341(f)(4) of the Code) owned by Parent.                                 

(i) Neither Parent nor any of its subsidiaries is party to or has any       
obligation under any tax-sharing, tax indemnity or tax allocation agreement or  
arrangement.                                                                    

(j) Except as may be required as a result of the Merger, Parent and its     
subsidiaries have not been and will not be required to include any adjustment   
in Taxable income for any Tax period (or portion thereof) pursuant to Section   
481 of the Code or any comparable provision under state or foreign Tax laws as  
a result of transactions, events or accounting methods employed prior to the    
Closing.                                                                        

(k) None of Parent's or its subsidiaries' assets are tax exempt use property
within the meaning of Section 168(h) of the Code.                               

 (l) Parent has not been distributed in a transaction qualifying under Section
355 of the Code within the last two years, nor has Parent distributed any       
corporation in a transaction qualifying under Section 355 of the Code within    
the last two years.                                                             

(m) Parent is not aware of any fact, circumstance, plan or intention on the 
part of Parent that would be reasonably likely to prevent the Merger from       
qualifying as a "reorganization" pursuant to the provisions of Section 368 of   
the Code.                                                                       

3.8 Title to Properties. Parent has good and valid title to, or, in the case
of leased properties and assets, valid leasehold interests in, all of its       
tangible properties and assets, real, personal and mixed, used or held for use  
in its business, free and clear of any Encumbrances, except as reflected in the 
Parent Financials and except for liens for Taxes not yet due and payable and    
such Encumbrances which are not material in character, amount or extent.        

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3.9 Intellectual Property. For the purposes of this Agreement, the following
terms have the following definitions:                                           

"Parent Intellectual Property" shall mean any Intellectual Property that
is owned by, or exclusively licensed to, Parent or one of its subsidiaries. 

"Parent Registered Intellectual Property" means all of the Registered   
Intellectual Property owned by, or filed in the name of, Parent or one of   
its subsidiaries.                                                           

(a) No material Parent Intellectual Property or product or service of   
Parent is subject to any proceeding or outstanding decree, order, judgment, 
agreement, or stipulation restricting in any manner the use, transfer, or   
licensing thereof by Parent, or which may affect the validity, use or       
enforceability of such Parent Intellectual Property.                        

(b) Each material item of Parent Registered Intellectual Property is    
valid and subsisting, all necessary registration, maintenance and renewal   
fees currently due in connection with such Registered Intellectual Property 
have been made and all necessary documents, recordations and certificates   
in connection with such Registered Intellectual Property have been filed    
with the relevant patent, copyright, trademark or other authorities in the  
United States or foreign jurisdictions, as the case may be, for the         
purposes of maintaining such Registered Intellectual Property except, in    
each case, as would not materially adversely affect such item of Parent     
Registered Intellectual Property.                                           

(c) Parent or one of its subsidiaries owns and has good and exclusive   
title to, or has license (sufficient for the conduct of its business as     
currently conducted and as proposed to be conducted) to, each material item 
of Parent Intellectual Property free and clear of any Encumbrance           
(excluding licenses and related restrictions).                              

 (d) Neither Parent nor any of its subsidiaries have transferred ownership
of, or granted any exclusive license with respect to, any Intellectual      
Property that is or was material Parent Intellectual Property, to any third 
party.                                                                      

(e) To Parent's knowledge, the operation of the business of Parent as   
such business currently is conducted, including Parent's design,            
development, marketing and sale of the products or services of Parent       
(including with respect to products currently under development) has not,   
does not and will not infringe or misappropriate the Intellectual Property  
of any third party or, to its knowledge, constitute unfair competition or   
trade practices under the laws of any jurisdiction.                         

(f) Parent has not received notice from any third party that the        
operation of the business of Parent or any act, product or service of       
Parent, infringes or misappropriates the Intellectual Property of any third 
party or constitutes unfair competition or trade practices under the laws   
of any jurisdiction, which allegation, if true, would have a Material       
Adverse Effect on Parent.                                                   

(g) To the knowledge of Parent, no person has or is infringing or       
misappropriating any material Parent Intellectual Property, which           
infringement or misappropriation, individually or in the aggregate, would   
have a Material Adverse Effect on Parent.                                   

(h) Parent and its subsidiaries have taken reasonable steps to protect  
Parent's and its subsidiaries' rights in Parent's and such subsidiaries'    
confidential information and trade secrets, except where the failure to do  
so would have a Material Adverse Effect on Parent.                          

(i) None of the Parent Intellectual Property or product or service of   
Parent contains any significant defect in connection with processing data   
containing dates in leap years or in the year 2000 or any preceding or      
following years, which defects, individually or in the aggregate, would     
have a Material Adverse Effect on Parent.                                   

3.10 Compliance with Laws.                                                  

(a) Neither Parent nor any of its subsidiaries is in conflict with, or in   
default or in violation of (i) any law, rule, regulation, order, judgment or    
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any of its subsidiaries or any of their respective properties is bound or       
affected, or (ii) any note, bond, mortgage, indenture, agreement, lease,        
license, permit, franchise or other instrument or obligation to which Parent or 
any of its subsidiaries is a party or by which Parent or any of its             
subsidiaries or its or any of their respective properties is bound or affected, 
except for conflicts, violations and defaults that, individually or in the      
aggregate, would not have a Material Adverse Effect on Parent. No investigation 
or review by any Governmental Entity is pending or, to Parent's knowledge, has  
been threatened in a writing delivered to Parent against Parent or any of its   
subsidiaries, nor, to Parent's knowledge, has any Governmental Entity indicated 
an intention to conduct an investigation of Parent or any of its subsidiaries.  
There is no judgment, injunction, order or decree binding upon Parent or any of 
its subsidiaries which has or could reasonably be expected to have the effect   
of prohibiting or materially impairing any material business practice of Parent 
or any of its subsidiaries, or any acquisition of material property by Parent   
or any of its subsidiaries.                                                     

(b) Parent and its subsidiaries hold all permits, licenses, variances,      
exemptions, orders and approvals from governmental authorities that are         
material to or required for the operation of the business of Parent as          
currently conducted (collectively, the "Parent Permits"), and are in compliance 
with the terms of the Parent Permits, except where the failure to hold such     
Parent Permits, or be in such compliance, would not, individually or in the     
aggregate, have a Material Adverse Effect on Parent.                            

3.11 Litigation. There are no claims, suits, actions or proceedings pending 
or, to the knowledge of Parent, threatened against, relating to or affecting    
Parent or any of its subsidiaries, before any Governmental Entity or any        
arbitrator that seeks to restrain or enjoin the consummation of the             
transactions contemplated by this Agreement or which could reasonably be        
expected, either singularly or in the aggregate with all such claims, actions   
or proceedings, to have a Material Adverse Effect on Parent or have a material  
adverse effect on the ability of the parties hereto to consummate the Merger.   
No director or executive officer of the Parent has asserted a claim to seek     
indemnification from the Parent under Parent Charter Documents or any           
indemnification agreements between Parent and such person.                      

3.12 Employee Benefit Plans.                                                

(a) Definitions. With the exception of the definition of "Affiliate" set    
forth in Section 3.12(a)(i) below (which definition shall apply only to this    
Section 3.12), for purposes of this Agreement, the following terms shall have   
the meanings set forth below:                                                   

(i) "Affiliate" shall mean any other person or entity under common      
control with Parent within the meaning of Section 414(b), (c), (m) or (o)   
of the Code and the regulations issued thereunder;                          

(ii) "Parent Employee Plan" shall mean any plan, program, policy,       
practice, contract, agreement or other arrangement providing for            
compensation, severance, termination pay, performance awards, stock or      
stock-related awards, fringe benefits or other employee benefits or         
remuneration of any kind, whether written or unwritten or otherwise, funded 
or unfunded, including without limitation, each "employee benefit plan,"    
within the meaning of Section 3(3) of ERISA which is or has been            
maintained, contributed to, or required to be contributed to, by Parent or  
any Affiliate for the benefit of any Employee;                              

(iii) "Parent Employees" shall mean any current, former or retired      
employee, officer or director or any subsidiary of Parent;                  

 (iv) "International Parent Employee Plan" shall mean each Parent Employee
Plan that has been adopted or maintained by Parent, whether informally or   
formally, for the benefit of Employees outside the United States;           

 (v) "Multiemployer Plan" shall mean any "Pension Plan" (as defined below)
which is a "multiemployer plan," as defined in Section 3(37) of ERISA;      

(vi) "Pension Plan" shall mean each Parent Employee Plan which is an    
"employee pension benefit plan," within the meaning of Section 3(2) of      
ERISA.                                                                      

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(b) Schedule. Part 3.12 of the Parent Disclosure Letter contains an accurate
and complete list of each Parent Employee Plan. Parent does not have any plan   
or commitment to establish any new Parent Employee Plan, to modify any Parent   
Employee Plan (except to the extent required by law or to conform any such      
Parent Employee Plan to the requirements of any applicable law, in each case as 
previously disclosed to Parent in writing, or as required by this Agreement),   
or to enter into any Parent Employee Plan, nor does it have any intention or    
commitment to do any of the foregoing.                                          

(c) Documents. Parent has made available to Company, to the extent requested
by Company: (i) correct and complete copies of all documents embodying each     
Parent Employee Plan including all amendments thereto and written               
interpretations thereof; (ii) the most recent annual actuarial valuations, if   
any, prepared for each Parent Employee Plan; (iii) the most recent annual       
report (Form Series 5500 and all schedules and financial statements attached    
thereto), if any, required under ERISA or the Code in connection with each      
Parent Employee Plan or related trust; (iv) if the Parent Employee Plan is      
funded, the most recent annual and periodic accounting of Parent Employee Plan  
assets; (v) the most recent summary plan description together with the summary  
of material modifications thereto, if any, required under ERISA with respect to 
each Parent Employee Plan; (vi) all IRS determination, opinion, notification    
and advisory letters, and rulings relating to Parent Employee Plans and copies  
of all applications and correspondence to or from the IRS or the DOL with       
respect to any Parent Employee Plan; and (vii) all registration statements and  
prospectuses prepared in connection with each Parent Employee Plan.             

(d) Employee Plan Compliance. Except, in each case, as would not,           
individually or in the aggregate, result in a material liability to Parent, (i) 
Parent has performed in all material respects all obligations required to be    
performed by it under, is not in default or violation of, and has no knowledge  
of any default or violation by any other party to, each Parent Employee Plan,   
and each Parent Employee Plan has been established and maintained in all        
material respects in accordance with its terms and in compliance with all       
applicable laws, statutes, orders, rules and regulations, including but not     
limited to ERISA or the Code; (ii) each Parent Employee Plan intended to        
qualify under Section 401(a) of the Code and each trust intended to qualify     
under Section 501(a) of the Code has either received a favorable determination  
letter from the IRS with respect to each such Plan as to its qualified status   
under the Code or has remaining a period of time under applicable Treasury      
regulations or IRS pronouncements in which to apply for such a determination    
letter and make any amendments necessary to obtain a favorable determination    
and, to the knowledge of Parent, no event has occurred giving rise to a         
material likelihood that such Plan would not be treated as qualified by the     
IRS; (iii) no "prohibited transaction," within the meaning of Section 4975 of   
the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under       
Section 408 of ERISA, has occurred with respect to any Parent Employee Plan;    
(iv) there are no actions, suits or claims pending, or, to the knowledge of     
Parent, threatened or reasonably anticipated (other than routine claims for     
benefits) against any Parent Employee Plan or against the assets of any Parent  
Employee Plan; (v) each Parent Employee Plan can be amended, terminated or      
otherwise discontinued after the Effective Time in accordance with its terms,   
without liability to Parent or any of its Affiliates (other than ordinary       
administration expenses typically incurred in a termination event); (vi)        
neither Parent nor any Affiliate is subject to any penalty or tax with respect  
to any Parent Employee Plan under Section 402(i) of ERISA or Sections 4975      
through 4980 of the Code.                                                       

(e) Pension Plans. Parent does not now, nor has it ever, maintained,        
established, sponsored, participated in, or contributed to, any Pension Plan    
which is subject to Title IV of ERISA or Section 412 of the Code, that would    
result in material liability to Parent.                                         

(f) Multiemployer Plans. At no time has Parent contributed to or been       
requested to contribute to any Multiemployer Plan, that would result in         
material liability to Parent.                                                   

(g) No Post-Employment Obligations. No Parent Employee Plan provides, or has
any liability to provide, retiree life insurance, retiree health or other       
retiree employee welfare benefits to any person for any reason, except as may   
be required by COBRA or other applicable statute, and Parent has never          
represented, promised or contracted (whether in oral or written form) to any    
Parent Employee (either individually or to Parent Employees as a group) or any  
other person that such Parent Employee(s) or other person would be              

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provided with retiree life insurance, retiree health or other retiree employee  
welfare benefit, except to the extent required by statute.                      

(h) Effect of Transaction. Except as expressly contemplated by this         
Agreement, the execution of this Agreement and the consummation of the          
transactions contemplated hereby will not (either alone or upon the occurrence  
of any additional or subsequent events) constitute an event under any Parent    
Employee Plan, trust or loan that will or may result in any payment (whether of 
severance pay or otherwise), acceleration, forgiveness of indebtedness,         
vesting, distribution, increase in benefits or obligation to fund benefits with 
respect to any Parent Employee.                                                 

(i) Employment Matters. Except, in each case, as would not, individually or 
in the aggregate, have a Material Adverse Effect on the Parent, Parent and each 
of its subsidiaries is in compliance in all material respects with all          
applicable foreign, federal, state and local laws, rules and regulations        
respecting employment, employment practices, terms and conditions of employment 
and wages and hours, in each case, with respect to Employees.                   

(j) Labor. No work stoppage or labor strike against Parent is pending,      
threatened or reasonably anticipated. Parent does not know of any activities or 
proceedings of any labor union to organize any Parent Employees. There are no   
actions, suits, claims, labor disputes or grievances pending, or, to the        
knowledge of Parent, threatened relating to any labor, safety or discrimination 
matters involving any Parent Employee, including charges of unfair labor        
practices or discrimination complaints, which, if adversely determined, would,  
individually or in the aggregate, result in any material liability to Parent.   
Neither Parent nor any of its subsidiaries has engaged in any unfair labor      
practices within the meaning of the National Labor Relations Act. Parent is not 
presently, nor has it been in the past, a party to, or bound by, any collective 
bargaining agreement or union contract with respect to Parent Employees and no  
collective bargaining agreement is being negotiated by Parent.                  

 (k) International Parent Employee Plan. No International Parent Employee Plan
has unfunded liabilities, that as of the Effective Time, will not be offset by  
insurance or fully accrued.                                                     

3.13 Environmental Matters.                                                 

 (a) Hazardous Material. Except as would not have a Material Adverse Effect on
Parent, no underground storage tanks and no amount of any Hazardous Materials   
are present, as a result of the actions of Parent or any of its subsidiaries or 
any affiliate of Parent, or, to Parent's knowledge, as a result of any actions  
of any third party or otherwise, in, on or under any property, including the    
land and the improvements, ground water and surface water thereof that Parent   
or any of its subsidiaries has at any time owned, operated, occupied or leased. 

(b) Hazardous Materials Activities. Except as would not have a Material     
Adverse Effect on Parent (in any individual case or in the aggregate) (i)       
neither Parent nor any of its subsidiaries has transported, stored, used,       
manufactured, disposed of released or exposed its employees or others to        
Hazardous Materials in violation of any law in effect on or before the Closing  
Date, and (ii) neither Parent nor any of its subsidiaries has disposed of;      
transported, sold, used, released, exposed its employees or others to or        
manufactured any product containing a Hazardous Material in violation of any    
rule, regulation, treaty or statute promulgated by any Governmental Entity in   
effect prior to or as of the date hereof to prohibit, regulate or control       
Hazardous Materials or any Hazardous Material Activity.                         

(c) Permits. Parent and its subsidiaries currently hold all Environmental   
Permits material to and necessary for the conduct of Parent's and its           
subsidiaries' Hazardous Material Activities and other businesses of Parent and  
its subsidiaries as such activities and businesses are currently being          
conducted.                                                                      

(d) Environmental Liabilities. No material action, proceeding, revocation   
proceeding, amendment procedure, writ or injunction is pending, and to Parent's 
knowledge, no material action, proceeding, revocation proceeding, amendment     
procedure, writ or injunction has been threatened by any Governmental Entity    
against                                                                         

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Parent or any of its subsidiaries in a writing delivered to Parent concerning   
any Environmental Permit of Parent, Hazardous Material or any Hazardous         
Materials Activity of Parent or any of its subsidiaries. Parent is not aware of 
any fact or circumstance which reasonably could be expected to involve Parent   
or any subsidiaries in any environmental litigation or impose upon Parent any   
material environmental liability, with such exceptions as would not have a      
Material Adverse Effect on Parent.                                              

3.14 Certain Agreements. Except as set forth in Part 3.14 of the Parent     
Disclosure Letter, neither Parent nor any of its subsidiaries is a party to or  
is bound by:                                                                    

(a) any agreement, obligation or commitment containing covenants        
purporting to limit or which effectively limit the Parent's or any of its   
subsidiaries' freedom to compete in any line of business or in any          
geographic area or granting any exclusive distribution or other exclusive   
rights; or                                                                  

(b) any agreement or commitment currently in force relating to the      
disposition or acquisition by Parent or any of its subsidiaries after the   
date of this Agreement of a material amount of assets not in the ordinary   
course of business, or pursuant to which Parent has any material ownership  
or participation interest in any corporation, partnership, joint venture,   
strategic alliance or other business enterprise other than Parent's         
subsidiaries.                                                               

The agreements required to be disclosed in the Parent Disclosure Letter     
pursuant to clauses (a) and (b) above or pursuant to Section 3.9 or are         
required to be filed with any Parent SEC Report ("Parent Contracts") are valid  
and in full force and effect, except to the extent that such invalidity would   
not have a Material Adverse Effect on Parent. Neither Parent nor any of its     
subsidiaries, nor to Parent's knowledge, any other party thereto, is in breach, 
violation or default under, and neither Parent nor any of its subsidiaries has  
received written notice that it has breached, violated or defaulted, any of the 
terms or conditions of any Parent Contract in such a manner as would have a     
Material Adverse Effect on Parent.                                              

3.15 Brokers' and Finders' Fees. Except for fees payable to Morgan Stanley &
Co. Incorporated, Parent has not incurred, nor will it incur, directly or       
indirectly, any liability for brokerage or finders' fees or agents' commissions 
or any similar charges in connection with this Agreement or any transaction     
contemplated hereby.                                                            

3.16 Disclosure. The information supplied by Parent for inclusion in the    
Registration Statement shall not at the time the Registration Statement is      
filed with the SEC and at the time it becomes effective under the Securities    
Act contain any untrue statement of a material fact or omit to state any        
material fact required to be stated therein or necessary in order to make the   
statements therein, in light of the circumstances under which they are made,    
not misleading. The information supplied by Parent for inclusion in the Proxy   
Statement/Prospectus shall not, on the date the Proxy Statement/Prospectus is   
mailed to Company's stockholders or to Parent's stockholders, at the time of    
the Company Stockholders' Meeting, at the time of the Parent Stockholders'      
Meeting or as of the Effective Time, contain any untrue statement of a material 
fact or omit to state any material fact required to be stated therein or        
necessary in order to make the statements therein, in light of the              
circumstances under which they are made, not false or misleading, or omit to    
state any material fact necessary to correct any statement in any earlier       
communication with respect to the solicitation of proxies for the Company       
Stockholders' Meeting or the Parent Stockholders' Meeting which has become      
false or misleading. The Registration Statement and Proxy Statement/Prospectus  
will comply as to form in all material respects with the provisions of the      
Securities Act and the rules and regulations thereunder. If at any time prior   
to the Effective Time, any event relating to Parent or any of its affiliates,   
officers or directors should be discovered by Parent which is required to be    
set forth in an amendment to the Registration Statement or a supplement to the  
Proxy Statement/Prospectus, Parent shall promptly inform Company.               
Notwithstanding the foregoing, Parent makes no representation or warranty with  
respect to any information supplied by Company which is contained in any of the 
foregoing documents.                                                            

3.17 Board Approval. The Board of Directors of Parent has, as of the date of
this Agreement, (i) determined that the Merger is fair to, and in the best      
interests of Parent and its stockholders, and has approved this Agreement and   
(ii) recommends that the stockholders of Parent approve each of the Parent      
Stockholder Approvals.                                                          

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3.18 Fairness Opinion. Parent's Board of Directors has received a written   
opinion from Morgan Stanley & Co. Incorporated, dated as of the date hereof, to 
the effect that, as of the date hereof, the Exchange Ratio is fair to Parent    
from a financial point of view, and has delivered to Company a copy of such     
opinion.                                                                        

ARTICLE IV

Conduct Prior to the Effective Time 

4.1 Conduct of Business by Company. During the period from the date of this 
Agreement and continuing until the earlier of the termination of this Agreement 
pursuant to its terms or the Effective Time, Company and each of its            
subsidiaries shall, except to the extent that Parent shall otherwise consent in 
writing, carry on its business in the usual, regular and ordinary course, in    
substantially the same manner as heretofore conducted and in compliance in all  
material respects with all applicable laws and regulations, pay its debts and   
Taxes when due subject to good faith disputes over such debts or Taxes, pay or  
perform other material obligations when due, and use its commercially           
reasonable efforts consistent with past practices and policies to (i) preserve  
intact its present business organization, (ii) keep available the services of   
its present officers and employees and (iii) preserve its relationships with    
customers, suppliers, licensors, licensees, and others with which it has        
business dealings. In addition, during that period Company will promptly notify 
Parent of any material event involving its business or operations consistent    
with the agreements contained herein.                                           

In addition, except as permitted by the terms of this Agreement, and except 
as contemplated by this Agreement or provided in Schedule 4.1 of the Company    
Disclosure Letter, without the prior written consent of Parent, during the      
period from the date of this Agreement and continuing until the earlier of the  
termination of this Agreement pursuant to its terms or the Effective Time,      
Company shall not do any of the following and shall not permit its subsidiaries 
to do any of the following:                                                     

(a) Waive any stock repurchase rights, accelerate, amend or change the  
period of exercisability of options or restricted stock, or reprice options 
granted under any employee, consultant, director or other stock plans or    
authorize cash payments in exchange for any options granted under any of    
such plans;                                                                 

(b) Grant any severance or termination pay to any officer or employee   
except (i) pursuant to written agreements in effect, or policies existing,  
on the date hereof and as previously disclosed in writing to Parent, (ii)   
in an amount not to exceed four months base pay of the terminated person or 
(iii) as consented to by Parent, whose consent shall not be unreasonably    
withheld or delayed, or adopt any new severance plan;                       

(c) Transfer or license to any person or entity or otherwise extend,    
amend or modify in any material respect any rights to the material Company  
Intellectual Property, other than non-exclusive licenses in the ordinary    
course of business and consistent with past practice;                       

(d) Except for the two-for-one stock dividend payable on Company Common 
Stock on March 10, 2000, declare, set aside or pay any dividends on or make 
any other distributions (whether in cash, stock, equity securities or       
property) in respect of any capital stock of Company or split, combine or   
reclassify any capital stock of Company or issue or authorize the issuance  
of any other securities in respect of, in lieu of or in substitution for    
any capital stock of Company;                                               

(e) Purchase, redeem or otherwise acquire, directly or indirectly, any  
shares of capital stock of Company or its subsidiaries, except repurchases  
of unvested shares at cost in connection with the termination of the        
employment relationship with any employee pursuant to stock option or       
purchase agreements in effect on the date hereof;                           

(f) Issue, deliver, sell, authorize, pledge or otherwise encumber any   
shares of capital stock or any securities convertible into shares of        
capital stock, or subscriptions, rights, warrants or options to acquire any 
shares of capital stock or any securities convertible into shares of        
capital stock, or enter into other agreements or commitments of any         
character obligating it to issue any such shares or convertible securities, 
other than the issuance delivery and/or sale of (i) shares of Company       
Common Stock pursuant                                                       

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to the exercise of Company Options, (ii) shares of Company Common Stock     
issuable to participants in the Company ESPP, (iii) shares of Company       
Common Stock issuable to participants in the Company's 401(k) Plan, in the  
case of (i), (ii) and (iii), consistent with the terms thereof, and (iv)    
pursuant to grants of Company Options to newly hired employees, upon        
promotions of existing employees, or as part of Company's annual option     
grant program, in each case, in the ordinary course of business, consistent 
with past practice, and not to exceed in the aggregate pursuant to this     
clause (iv), 500,000 shares of Company Common Stock;                        

(g) Cause, permit or propose any amendments to its Certificate of       
Incorporation, Bylaws or other charter documents (or similar governing      
instruments of any of its subsidiaries);                                    

(h) Acquire or agree to acquire by merging or consolidating with, or by 
purchasing any equity interest in or a portion of the assets of, or by any  
other manner, any business or any corporation, partnership, association or  
other business organization or division thereof; or otherwise acquire or    
agree to acquire any assets which are material, individually or in the      
aggregate, to the business of Company or enter into any material joint      
ventures, strategic relationships or alliances; provided, that Company      
shall not be prohibited under this clause (h) from (i) making or agreeing   
to make debt or equity investments which do not exceed (A) the lesser of    
(x) 20% of the fully diluted ownership of the entity or (y) $10 million,    
individually, or (B) $100 million, in the aggregate, or (ii) making or      
agreeing to make acquisitions which do not (A) exceed $200 million per      
acquisition, (B) exceed $500 million in the aggregate (which valuations     
shall be determined upon the signing of agreements regarding such           
transactions), or (C) which could reasonably be expected to delay the       
Merger or the other transactions contemplated hereby; provided, further,    
that Company shall provide written notice to Parent prior to signing any    
agreement regarding any such acquisition;                                   

 (i) Sell, lease, license, encumber or otherwise dispose of any properties
or assets which are material, individually or in the aggregate, to the      
business of Company;                                                        

(j) Incur any indebtedness for borrowed money or guarantee any such     
indebtedness of another person, issue or sell any debt securities or        
options, warrants, calls or other rights to acquire any debt securities of  
Company, enter into any "keep well" or other agreement to maintain any      
financial statement condition or enter into any arrangement having the      
economic effect of any of the foregoing other than (i) in the ordinary      
course of business, consistent with past practice or (ii) pursuant to       
existing credit facilities, in the ordinary course of business;             

(k) Except as required to comply with any Legal Requirement, adopt or   
amend any employee benefit plan or employee stock purchase or employee      
stock option plan, or enter into any employment contract (other than offer  
letters and letter agreements entered into in the ordinary course of        
business consistent with past practice providing for compensation and other 
benefits generally commensurate with similarly situated employees) or       
collective bargaining agreement, pay any special bonus or special           
remuneration to any director or employee, or increase the salaries or wage  
rates or fringe benefits (including rights to severance or indemnification) 
of its directors, officers, employees or consultants other than in the      
ordinary course of business, consistent with past practice, or change in    
any material respect any management policies or procedures that are         
material to the business of Company; provided, that any unilateral          
amendment by SAIC of any employee benefit plan in which Company             
participates shall not be a violation of this Section 4.1(k);               

(l) Make any material capital expenditures other than capital           
expenditures contained in the capital budget of Company approved by Company 
prior to the date of this Agreement;                                        

(m) Modify, amend or terminate any Company Contract to which Company or 
any subsidiary thereof is a party or waive, release or assign any material  
rights or claims thereunder, in each case, in a manner that could           
reasonably be expected to materially adversely affect the Company;          

(n) Enter into any licensing or other agreement with regard to the      
acquisition, distribution or licensing of any material Intellectual         
Property other than licenses, distribution or other similar agreements      
entered into in the ordinary course of business consistent with past        
practice;                                                                   

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(o) Materially revalue any of its assets or, except as required by GAAP,
make any change in accounting methods, principles or practices;             

(p) Materially change the pricing of the registration fees Company      
charges for its registration services; or                                   

 (q) Agree in writing or otherwise to take any of the actions described in
Section 4.1 (a) through (p) above.                                          

4.2 Conduct of Business by Parent. During the period from the date of this  
Agreement and continuing until the earlier of the termination of this Agreement 
pursuant to its terms or the Effective Time, Parent and each of its             
subsidiaries shall, except to the extent that Company shall otherwise consent   
in writing, carry on its business in the usual, regular and ordinary course, in 
substantially the same manner as heretofore conducted and in compliance in all  
material respects with all applicable laws and regulations, pay its debts and   
Taxes when due subject to good faith disputes over such debts or Taxes, pay or  
perform other material obligations when due, and use its commercially           
reasonable efforts consistent with past practices and policies to (i) preserve  
intact its present business organization, (ii) keep available the services of   
its present officers and employees and (iii) preserve its relationships with    
customers, suppliers, licensors, licensees, and others with which it has        
business dealings. In addition, during that period Parent will promptly notify  
Company of any material event involving its business or operations consistent   
with the agreements contained herein.                                           

In addition, except as permitted by the terms of this Agreement, and except 
as contemplated by this Agreement or provided in Schedule 4.2 of the Parent     
Disclosure Letter, without the prior written consent of Company, during the     
period from the date of this Agreement and continuing until the earlier of the  
termination of this Agreement pursuant to its terms or the Effective Time,      
Parent shall not do any of the following and shall not permit its subsidiaries  
to do any of the following:                                                     

(a) Declare, set aside or pay any dividends on or make any other        
distributions (whether in cash, stock, equity securities or property) in    
respect of any capital stock of Parent or split, combine or reclassify any  
capital stock of Parent or issue or authorize the issuance of any other     
securities in respect of, in lieu of or in substitution for any capital     
stock of Parent;                                                            

(b) Purchase, redeem or otherwise acquire, directly or indirectly, any  
shares of capital stock of Parent or its subsidiaries, except repurchases   
of unvested shares at cost in connection with the termination of the        
employment relationship with any employee pursuant to stock option or       
purchase agreements in effect on the date hereof;                           

(c) Cause, permit or propose any amendments to its Certificate of       
Incorporation, Bylaws or other charter documents (or similar governing      
instruments of any of its subsidiaries);                                    

(d) Acquire or agree to acquire by merging or consolidating with, or by 
purchasing any equity interest in or a portion of the assets of, or by any  
other manner, any business or any corporation, partnership, association or  
other business organization or division thereof; or otherwise acquire or    
agree to acquire any assets which are material, individually or in the      
aggregate, to the business of Parent or enter into any material joint       
ventures, strategic relationships or alliances; provided, that Parent shall 
not be prohibited under this clause (h) from (i) making or agreeing to make 
debt or equity investments which do not exceed (A) the lesser of (x) 20% of 
the fully diluted ownership of the entity or (y) $10 million, individually, 
or (B) $100 million, in the aggregate, or (ii) making or agreeing to make   
acquisitions which do not (A) exceed $200 million per acquisition, (B)      
exceed $500 million in the aggregate (which valuations shall be determined  
upon the signing of agreements regarding such transactions), or (C) which   
could reasonably be expected to delay the Merger or the other transactions  
contemplated hereby; provided, further, that Parent shall provide written   
notice to Company prior to signing any agreement regarding any such         
acquisition;                                                                

(e) Enter into any licensing or other agreement with regard to the      
acquisition, distribution or licensing of any material Intellectual         
Property other than licenses, distribution or other similar agreements      
entered into in the ordinary course of business consistent with past        
practice;                                                                   

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(f) Except as required by GAAP, make any change in accounting methods,  
principles or practices; or                                                 

 (g) Agree in writing or otherwise to take any of the actions described in
Section 4.2 (a) through (f) above.                                          

ARTICLE V 

Additional Agreements 

5.1 Proxy Statement/Prospectus; Registration Statement; Antitrust and Other 
Filings.                                                                        

 (a) As promptly as practicable after the execution of this Agreement, Company
and Parent will prepare and file with the SEC, the Proxy Statement/Prospectus   
and Parent will prepare and file with the SEC the Registration Statement in     
which the Proxy Statement/Prospectus will be included as a prospectus. Each of  
Company and Parent will respond to any comments of the SEC, will use its        
respective commercially reasonable efforts to have the Registration Statement   
declared effective under the Securities Act as promptly as practicable after    
such filing and each of Company and Parent will cause the Proxy                 
Statement/Prospectus to be mailed to its respective stockholders at the         
earliest practicable time after the Registration Statement is declared          
effective by the SEC. Promptly after the date of this Agreement, each of the    
Company and Parent will prepare and file (i) with the United States Federal     
Trade Commission and the Antitrust Division of the United States Department of  
Justice Notification and Report Forms relating to the transactions contemplated 
herein as required by the HSR Act, as well as comparable pre-merger             
notification forms required by the merger notification or control laws and      
regulations of any applicable jurisdiction, as agreed to by the parties (the    
"Antitrust Filings") and (ii) any other filings required to be filed by it      
under the Exchange Act, the Securities Act or any other federal, state or       
foreign laws relating to the Merger and the transactions contemplated by this   
Agreement (the "Other Filings"). The Company and Parent each shall promptly     
supply the other with any information which may be required in order to         
effectuate any filings pursuant to this Section 5.1.                            

(b) Each of the Company and Parent will notify the other promptly upon the  
receipt of any comments from the SEC or its staff or any other government       
officials in connection with any filing made pursuant hereto and of any request 
by the SEC or its staff or any other government officials for amendments or     
supplements to the Registration Statement, the Proxy Statement/Prospectus or    
any Antitrust Filings or Other Filings or for additional information and will   
supply the other with copies of all correspondence between such party or any of 
its representatives, on the one hand, and the SEC, or its staff or any other    
government officials, on the other hand, with respect to the Registration       
Statement, the Proxy Statement/Prospectus, the Merger or any Antitrust Filing   
or Other Filing. Each of the Company and Parent will cause all documents that   
it is responsible for filing with the SEC or other regulatory authorities under 
this Section 5.1 to comply in all material respects with all applicable         
requirements of law and the rules and regulations promulgated thereunder.       
Whenever any event occurs which is required to be set forth in an amendment or  
supplement to the Proxy Statement/Prospectus, the Registration Statement or any 
Antitrust Filing or Other Filing, the Company or Parent, as the case may be,    
will promptly inform the other of such occurrence and cooperate in filing with  
the SEC or its staff or any other government officials, and/or mailing to       
stockholders of the Company and/or Parent, such amendment or supplement.        

5.2 Meeting of Company Stockholders.                                        

 (a) Promptly after the date hereof, Company will take all action necessary in
accordance with the Delaware Law and its Certificate of Incorporation and       
Bylaws to convene the Company Stockholders' Meeting to be held as promptly as   
practicable, and in any event (to the extent permissible under applicable law)  
within 45 days after the declaration of effectiveness of the Registration       
Statement, for the purpose of voting upon approval and adoption of this         
Agreement and approval of the Merger. Subject to Section 5.2(c), Company will   
use its commercially reasonable efforts to solicit from its stockholders        
proxies in favor of the adoption and approval of this Agreement and the         
approval of the Merger and will take all other action necessary to secure the   
vote or consent of its stockholders required by the rules of the Nasdaq Stock   
Market or Delaware Law to                                                       

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obtain such approvals. Notwithstanding anything to the contrary contained in    
this Agreement, Company may adjourn or postpone the Company Stockholders'       
Meeting to the extent necessary to ensure that any necessary supplement or      
amendment to the Proxy Statement/Prospectus is provided to Company's            
stockholders in advance of a vote on the Merger and this Agreement or, if as of 
the time for which Company Stockholders' Meeting is originally scheduled (as    
set forth in the Proxy Statement/Prospectus) there are insufficient shares of   
Company Common Stock represented (either in person or by proxy) to constitute a 
quorum necessary to conduct the business of the Company Stockholders' Meeting.  
Company shall ensure that the Company Stockholders' Meeting is called, noticed, 
convened, held and conducted, and that all proxies solicited by the Company in  
connection with the Company Stockholders' Meeting are solicited, in compliance  
with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules   
of the Nasdaq Stock Market and all other applicable legal requirements.         
Company's obligation to call, give notice of, convene and hold the Company      
Stockholders' Meeting in accordance with this Section 5.2(a) shall not be       
limited to or otherwise affected by the commencement, disclosure, announcement  
or submission to Company of any Acquisition Proposal or Superior Offer, or by   
any withdrawal, amendment or modification of the recommendation of the Board of 
Directors of Company with respect to this Agreement or the Merger.              

(b) Subject to Section 5.2(c): (i) the Board of Directors of Company shall  
recommend that Company's stockholders vote in favor of and adopt and approve    
this Agreement and approve the Merger at the Company Stockholders' Meeting;     
(ii) the Proxy Statement/Prospectus shall include a statement to the effect     
that the Board of Directors of Company has recommended that Company's           
stockholders vote in favor of and adopt and approve this Agreement and the      
Merger at the Company Stockholders' Meeting; and (iii) neither the Board of     
Directors of Company nor any committee thereof shall withdraw, amend or modify, 
or propose or resolve to withdraw, amend or modify in a manner adverse to       
Parent, the recommendation of the Board of Directors of Company that Company's  
stockholders vote in favor of and adopt and approve this Agreement and the      
Merger.                                                                         

(c) Nothing in this Agreement shall prevent the Board of Directors of the   
Company from withholding, withdrawing, amending or modifying its recommendation 
in favor of the Merger if (i) a Superior Offer (as defined below) is made to    
the Company and is not withdrawn, (ii) the Company shall have provided written  
notice to Parent (a "Notice of Superior Offer") advising Parent that the        
Company has received a Superior Offer, specifying all of the material terms and 
conditions of such Superior Offer and identifying the person or entity making   
such Superior Offer, (iii) Parent shall not have, within three business days of 
Parent's receipt of the Notice of Superior Offer, made an offer that the        
Company's Board of Directors by a majority vote determines in its good faith    
judgment (based on the written advice of a financial advisor of national        
standing) to be at least as favorable to Company's stockholders as such         
Superior Offer (it being agreed that the Board of Directors of Company shall    
convene a meeting to consider any such offer by Parent promptly following the   
receipt thereof), (iv) the Board of Directors of Company concludes in good      
faith, after consultation with its outside counsel, that, in light of such      
Superior Offer, the withholding, withdrawal, amendment or modification of such  
recommendation is required in order for the Board of Directors of Company to    
comply with its fiduciary obligations to Company's stockholders under           
applicable law and (v) Company shall not have violated any of the restrictions  
set forth in Section 5.4 or this Section 5.2. Company shall provide Parent with 
at least two business days prior notice (or such lesser prior notice as         
provided to the members of the Company's Board of Directors but in no event     
less than twenty-four hours) of any meeting of the Company's Board of Directors 
at which Company's Board of Directors is reasonably expected to consider any    
Acquisition Proposal (as defined in Section 5.4) to determine whether such      
Acquisition Proposal is a Superior Offer. Nothing contained in this Section     
5.2(c) shall limit the Company's obligation to hold and convene the Company     
Stockholders' Meeting (regardless of whether the recommendation of the Board of 
Directors of Company shall have been withdrawn, amended or modified). For       
purposes of this Agreement, "Superior Offer" shall mean an unsolicited, bona    
fide written offer made by a third party to consummate any of the following     
transactions: (i) a merger or consolidation involving Company pursuant to which 
the stockholders of Company immediately preceding such transaction hold less    
than 50% of the equity interest in the surviving or resulting entity of such    
transaction or (ii) the acquisition by any person or group (including by way of 
a tender offer or an exchange offer or a two step transaction involving a       
tender offer followed with reasonable promptness by a merger                    

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involving the Company), directly or indirectly, of ownership of 100% of the     
then outstanding shares of capital stock of the Company, on terms that the      
Board of Directors of the Company determines, in its reasonable judgment (based 
on the written advice of a financial advisor of national standing) to be more   
favorable to the Company stockholders than the terms of the Merger; provided,   
however, that any such offer shall not be deemed to be a "Superior Offer" if    
any financing required to consummate the transaction contemplated by such offer 
is not committed and is not likely in the reasonable judgment of the Company's  
Board of Directors (based on the advice of its financial advisor) to be         
obtained by such third party on a timely basis.                                 

(d) Nothing contained in this Agreement shall prohibit the Company or its   
Board of Directors from taking and disclosing to its stockholders a position    
contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act.    

5.3 Meeting of Parent Stockholders.                                         

(a) Promptly after the date hereof, Parent will take all action necessary in
accordance with the Delaware Law and its Certificate of Incorporation and       
Bylaws to convene the Parent Stockholders' Meeting to be held as promptly as    
practicable, and in any event (to the extent permissible under applicable law)  
within 45 days after the declaration of effectiveness of the Registration       
Statement, for the purpose of voting upon the Parent Stockholder Approvals.     
Parent will use its commercially reasonable efforts to solicit from its         
stockholders proxies in favor of the approval of the Parent Stockholder         
Approvals and will take all other action necessary to secure the vote or        
consent of its stockholders required by the rules of the Nasdaq Stock Market or 
Delaware Law to obtain such approvals. Notwithstanding anything to the contrary 
contained in this Agreement, Parent may adjourn or postpone the Parent          
Stockholders' Meeting to the extent necessary to ensure that any necessary      
supplement or amendment to the Proxy Statement/Prospectus is provided to        
Parent's stockholders in advance of a vote on the Parent Stockholder Approvals  
or, if as of the time for which Parent Stockholders' Meeting is originally      
scheduled (as set forth in the Proxy Statement/Prospectus) there are            
insufficient shares of Parent Common Stock represented (either in person or by  
proxy) to constitute a quorum necessary to conduct the business of the Parent   
Stockholders' Meeting. Parent shall ensure that the Parent Stockholders'        
Meeting is called, noticed, convened, held and conducted, and that all proxies  
solicited by Parent in connection with the Parent Stockholders' Meeting are     
solicited, in compliance with the Delaware Law, its Certificate of              
Incorporation and Bylaws, the rules of the Nasdaq Stock Market and all other    
applicable legal requirements.                                                  

(b) (i) The Board of Directors of Parent shall recommend that Parent's      
stockholders approve the Parent Stockholder Approvals at the Parent             
Stockholders' Meeting; (ii) the Proxy Statement/Prospectus shall include a      
statement to the effect that the Board of Directors of Parent has recommended   
that Parent's stockholders approve the Parent Stockholder Approvals at the      
Company Stockholders' Meeting; and (iii) neither the Board of Directors of      
Parent nor any committee thereof shall withdraw, amend or modify, or propose or 
resolve to withdraw, amend or modify in a manner adverse to Company, the        
recommendation of the Board of Directors of Parent that Parent's stockholders   
approve the Parent Stockholder Approvals.                                       

 (c) Nothing contained in this Agreement shall prohibit Parent or its Board of
Directors from taking and disclosing to its stockholders a position             
contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act.    

5.4 No Solicitation.                                                        

(a) From and after the date of this Agreement until the Effective Time or   
termination of this Agreement pursuant to Article VII, Company and its          
subsidiaries will not, nor will they authorize or permit any of their           
respective officers, directors, affiliates or employees or any investment       
banker, attorney or other advisor or representative retained by any of them to, 
directly or indirectly, (i) solicit, initiate, encourage or induce the making,  
submission or announcement of any Acquisition Proposal (as hereinafter          
defined), (ii) participate in any discussions or negotiations regarding, or     
furnish to any person any non-public information with respect to, or take any   
other action to facilitate any inquiries or the making of any Acquisition       
Proposal, (iii) engage in                                                       

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discussions with any person with respect to any Acquisition Proposal, except as 
to the existence of these provisions, (iv) approve, endorse or recommend any    
Acquisition Proposal or (v) enter into any letter of intent or similar document 
or any contract, agreement or commitment contemplating or otherwise relating to 
any Acquisition Proposal; provided, however, that notwithstanding the           
foregoing, prior to the approval of this Agreement and the Merger at the        
Company Stockholders' Meeting, this Section 5.4(a) shall not prohibit Company   
from furnishing nonpublic information regarding Company and its subsidiaries    
to, or entering into discussions or negotiations with, any person or group who  
has submitted (and not withdrawn) to Company an unsolicited, written, bona fide 
Acquisition Proposal that the Board of Directors of Company reasonably          
concludes (based on the written advice of a financial advisor of national       
standing) may constitute a Superior Offer if (1) neither Company nor any        
representative of Company and its subsidiaries shall have violated any of the   
restrictions set forth in this Section 5.4, (2) the Board of Directors of       
Company concludes in good faith, after consultation with its outside legal      
counsel, that such action is required in order for the Board of Directors of    
Company to comply with its fiduciary obligations to Company's stockholders      
under applicable law, (3) prior to furnishing any such nonpublic information    
to, or entering into any such discussions with, such person or group, Company   
gives Parent written notice of the identity of such person or group and all of  
the material terms and conditions of such Acquisition Proposal and of Company's 
intention to furnish nonpublic information to, or enter into discussions with,  
such person or group, and Company receives from such person or group an         
executed confidentiality agreement containing terms at least as restrictive     
with regard to Company's confidential information as the Confidentiality        
Agreement, (4) Company gives Parent at least two business days advance notice   
of its intent to furnish such nonpublic information or enter into such          
discussions, and (5) contemporaneously with furnishing any such nonpublic       
information to such person or group, Company furnishes such nonpublic           
information to Parent (to the extent such nonpublic information has not been    
previously furnished by the Company to Parent). Company and its subsidiaries    
will immediately cease any and all existing activities, discussions or          
negotiations with any parties conducted heretofore with respect to any          
Acquisition Proposal. Without limiting the foregoing, it is understood that any 
violation of the restrictions set forth in the preceding two sentences by any   
officer, director or employee of Company or any of its subsidiaries or any      
investment banker, attorney or other advisor or representative of Company or    
any of its subsidiaries shall be deemed to be a breach of this Section 5.4 by   
Company.                                                                        

For purposes of this Agreement, "Acquisition Proposal" shall mean any offer 
or proposal by a third party relating to: (A) any acquisition or purchase from  
the Company by any person or "group" (as defined under Section 13(d) of the     
Exchange Act and the rules and regulations thereunder) of more than a 20%       
interest in the total outstanding voting securities of the Company or any of    
its subsidiaries or any tender offer or exchange offer that if consummated      
would result in any person or "group" (as defined under Section 13(d) of the    
Exchange Act and the rules and regulations thereunder) beneficially owning 20%  
or more of the total outstanding voting securities of the Company or any of its 
subsidiaries or any merger, consolidation, business combination or similar      
transaction involving the Company pursuant to which the stockholders of the     
Company immediately preceding such transaction hold less than 80% of the equity 
interests in the surviving or resulting entity of such transaction; (B) any     
sale, lease (other than in the ordinary course of business), exchange,          
transfer, license (other than in the ordinary course of business), acquisition, 
or disposition of more than 50% of the assets of the Company; (C) any sale,     
lease, exchange, transfer, license or disposition to a third party of either of 
the "registry" or "registrar" businesses of Company; or (D) any liquidation or  
dissolution of the Company.                                                     

(b) In addition to the obligations of Company set forth in paragraph (a) of 
this Section 5.4, Company as promptly as reasonably practicable shall advise    
Parent orally and in writing of any request for non-public information which    
Company reasonably believes would lead to an Acquisition Proposal or of any     
Acquisition Proposal, or any inquiry with respect to or which Company           
reasonably should believe would lead to any Acquisition Proposal, the material  
terms and conditions of such request, Acquisition Proposal or inquiry, and the  
identity of the person or group making any such request, Acquisition Proposal   
or inquiry. Company will keep Parent informed as promptly as reasonably         
practicable in all material respects of the status and details (including       
material amendments or proposed amendments) of any such request, Acquisition    
Proposal or inquiry.                                                            

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5.5 Confidentiality; Access to Information.                                 

(a) The parties acknowledge that Company and Parent have previously executed
a mutual confidentiality agreement, dated as of March 3, 2000 (the              
"Confidentiality Agreement"), which Confidentiality Agreement will continue in  
full force and effect in accordance with its terms.                             

(b) Access to Information. Company will afford Parent and its accountants,  
counsel and other representatives reasonable access during normal business      
hours to the properties, books, records and personnel of Company during the     
period prior to the Effective Time to obtain all information concerning the     
business, including the status of product development efforts, properties,      
results of operations and personnel of Company, as Parent may reasonably        
request. Parent will afford Company and its accountants, counsel and other      
representatives reasonable access during normal business hours to the           
properties, books, records and personnel of Parent during the period prior to   
the Effective Time to obtain all information concerning the business, including 
the status of product development efforts, properties, results of operations    
and personnel of Parent, as Company may reasonably request. No information or   
knowledge obtained in any investigation pursuant to this Section 5.5 will       
affect or be deemed to modify any representation or warranty contained herein   
or the conditions to the obligations of the parties to consummate the Merger.   

5.6 Public Disclosure. Parent and Company will consult with each other, and 
to the extent practicable, agree, before issuing any press release or otherwise 
making any public statement with respect to the Merger, this Agreement or an    
Acquisition Proposal and will not issue any such press release or make any such 
public statement prior to such consultation, except as may be required by law   
or any listing agreement with a national securities exchange. The parties have  
agreed to the text of the joint press release announcing the signing of this    
Agreement.                                                                      

5.7 Reasonable Efforts; Notification.                                       

 (a) Upon the terms and subject to the conditions set forth in this Agreement,
each of the parties agrees to use all reasonable efforts to take, or cause to   
be taken, all actions, and to do, or cause to be done, and to assist and        
cooperate with the other parties in doing, all things necessary, proper or      
advisable to consummate and make effective, in the most expeditious manner      
practicable, the Merger and the other transactions contemplated by this         
Agreement, including using reasonable efforts to accomplish the following: (i)  
the taking of all reasonable acts necessary to cause the conditions precedent   
set forth in Article VI to be satisfied, (ii) the obtaining of all necessary    
actions or nonactions, waivers, consents, approvals, orders and authorizations  
from Governmental Entities and the making of all necessary registrations,       
declarations and filings (including registrations, declarations and filings     
with Governmental Entities, if any) and the taking of all reasonable steps as   
may be necessary to avoid any suit, claim, action, investigation or proceeding  
by any Governmental Entity, (iii) the obtaining of all necessary consents,      
approvals or waivers from third parties, (iv) the defending of any suits,       
claims, actions, investigations or proceedings, whether judicial or             
administrative, challenging this Agreement or the consummation of the           
transactions contemplated hereby, including seeking to have any stay or         
temporary restraining order entered by any court or other Governmental Entity   
vacated or reversed and (v) the execution or delivery of any additional         
instruments necessary to consummate the transactions contemplated by, and to    
fully carry out the purposes of, this Agreement. Notwithstanding anything in    
this Agreement to the contrary, neither Parent nor any of its affiliates shall  
be under any obligation to make proposals, execute or carry out agreements or   
submit to orders providing for the sale or other disposition or holding         
separate (through the establishment of a trust or otherwise) of any assets or   
categories of assets of Parent, any of its affiliates or Company or the holding 
separate of the shares of Company Common Stock (or shares of stock of the       
Surviving Corporation) or imposing or seeking to impose any limitation on the   
ability of Parent or any of its subsidiaries or affiliates to conduct their     
business or own such assets or to acquire, hold or exercise full rights of      
ownership of the shares of Company Common Stock (or shares of stock of the      
Surviving Corporation).                                                         

(b) Each of Company and Parent will give prompt notice to the other of (i)  
any notice or other communication from any person alleging that the consent of  
such person is or may be required in connection                                 

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with the Merger, (ii) any notice or other communication from any Governmental   
Entity in connection with the Merger, (iii) any litigation relating to,         
involving or otherwise affecting Company, Parent or their respective            
subsidiaries that relates to the consummation of the Merger. Company shall give 
prompt notice to Parent of any representation or warranty made by it contained  
in this Agreement becoming untrue or inaccurate, or any failure of Company to   
comply with or satisfy in any material respect any covenant, condition or       
agreement to be complied with or satisfied by it under this Agreement, in each  
case, such that the conditions set forth in Section 6.3 would not be satisfied, 
provided, however, that no such notification shall affect the representations,  
warranties, covenants or agreements of the parties or the conditions to the     
obligations of the parties under this Agreement. Parent shall give prompt       
notice to Company of any representation or warranty made by it or Merger Sub    
contained in this Agreement becoming untrue or inaccurate, or any failure of    
Parent or Merger Sub to comply with or satisfy in any material respect any      
covenant, condition or agreement to be complied with or satisfied by it under   
this Agreement, in each case, such that the conditions set forth in Section 6.2 
would not be satisfied, provided, however, that no such notification shall      
affect the representations, warranties, covenants or agreements of the parties  
or the conditions to the obligations of the parties under this Agreement.       

5.8 Third Party Consents. As soon as practicable following the date hereof, 
Parent and Company will each use its commercially reasonable efforts to obtain  
any material consents, waivers and approvals under any of its or its            
subsidiaries' respective agreements, contracts, licenses or leases required to  
be obtained in connection with the consummation of the transactions             
contemplated hereby.                                                            

5.9 Stock Options and ESPP.                                                 

(a) At the Effective Time, each outstanding Company Option, whether or not  
then exercisable, will be assumed by Parent. Each Company Option so assumed by  
Parent under this Agreement will continue to have, and be subject to, the same  
terms and conditions set forth in the Company Stock Option Plan immediately     
prior to the Effective Time (including, without limitation, any repurchase      
rights or vesting provisions), except that (i) each Company Stock Option will   
be exercisable (or will become exercisable in accordance with its terms) for    
that number of whole shares of Parent Common Stock equal to the product of the  
number of shares of Company Common Stock that were issuable upon exercise of    
such Company Option immediately prior to the Effective Time multiplied by the   
Exchange Ratio, rounded down to the nearest whole number of shares of Parent    
Common Stock and (ii) the per share exercise price for the shares of Parent     
Common Stock issuable upon exercise of such assumed Company Option will be      
equal to the quotient determined by dividing the exercise price per share of    
Company Common Stock at which such Company Option was exercisable immediately   
prior to the Effective Time by the Exchange Ratio, rounded up to the nearest    
whole cent. Continuous employment with Company or its subsidiaries shall be     
credited to the optionee for purposes of determining the vesting of all assumed 
Company Options after the Effective Time.                                       

(b) It is intended that Company Options assumed by Parent shall qualify     
following the Effective Time as incentive stock options as defined in Section   
422 of the Code to the extent Company Options qualified as incentive stock      
options immediately prior to the Effective Time and the provisions of this      
Section 5.9 shall be applied consistent with such intent.                       

(c) Company shall take all actions necessary pursuant to the terms of the   
Company ESPP in order to shorten the Participation Period(s) under such plan    
which includes the Effective Time (the "Current Offerings") such that a new     
purchase date for each such Participation Period shall occur prior to the       
Effective Time and shares shall be purchased by Company ESPP participants prior 
to the Effective Time. The Current Offerings shall expire immediately following 
such new purchase date, and the Company ESPP shall terminate immediately prior  
to the Effective Time. Subsequent to such new purchase date, Company shall take 
no action, pursuant to the terms of the Company ESPP, to commence any new       
offering period.                                                                

 5.10 Form S-8. Parent agrees to file a registration statement on Form S-8 for
the shares of Parent Common Stock issuable with respect to assumed Company      
Options as soon as is reasonably practicable, but in                            

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no event more than five business days, after the Effective Time and shall       
maintain the effectiveness of such registration statement thereafter for so     
long as any of such options or other rights remain outstanding.                 

5.11 Indemnification.                                                       

(a) From and after the Effective Time, Parent will cause the Surviving      
Corporation to fulfill and honor in all respects the obligations of Company     
pursuant to any indemnification agreements between Company and its directors    
and officers as of the Effective Time (the "Indemnified Parties") and any       
indemnification provisions under Company's Certificate of Incorporation or      
Bylaws as in effect on the date hereof. The Certificate of Incorporation and    
Bylaws of the Surviving Corporation will contain provisions with respect to     
exculpation and indemnification that are at least as favorable to the           
Indemnified Parties as those contained in the Certificate of Incorporation and  
Bylaws of Company as in effect on the date hereof, which provisions will not be 
amended, repealed or otherwise modified for a period of six years from the      
Effective Time in any manner that would adversely affect the rights thereunder  
of individuals who, immediately prior to the Effective Time, were directors,    
officers, employees or agents of Company, unless such modification is required  
by law.                                                                         

 (b) For a period of six years after the Effective Time, Parent will cause the
Surviving Corporation to maintain in effect, if available, directors' and       
officers' liability insurance covering those persons who are currently covered  
by Company's directors' and officers' liability insurance policy on terms       
comparable to those applicable to the current directors and officers of         
Company; provided, however, that in no event will Parent or the Surviving       
Corporation be required to expend in excess of 200% of the annual premium       
currently paid by Company for such coverage (or such coverage as is available   
for such 200% of such annual premium).                                          

(c) This Section 5.11 shall survive the consummation of the Merger, is      
intended to benefit Company, the Surviving Corporation and each Indemnified     
Party, shall be binding on all successors and assigns of the Surviving          
Corporation and Parent, and shall be enforceable by the Indemnified Parties.    

5.12 Parent Board of Directors. Parent will submit to its stockholders for  
consideration at the Parent Stockholders' Meeting an amendment to Parent's      
Bylaws to increase the authorized number of members of the Parent Board of      
Directors to a number to be determined by the Parent Board of Directors from    
time to time, provided, that for three years following the Effective Time, any  
increase in the actual number of directors to a total of more than nine will    
require the affirmative vote of 80% of the directors then in office. The Board  
of Directors of Parent will take all actions reasonably necessary such that,    
effective upon the Effective Time, three persons mutually agreed upon by        
Parent's Board of Directors and Company's Board of Directors (the "New          
Directors") shall be appointed to Parent's Board of Directors, one of each of   
whom shall be appointed to Class I, Class II and Class III of Parent's Board of 
Directors, such designation to be made by mutual agreement of Parent's Board of 
Directors and Company's Board of Directors. Parent will use its best efforts to 
fulfill the conditions set forth in Section 6.2(e).                             

5.13 Nasdaq Listing. Parent agrees to authorize for listing on the Nasdaq   
Stock Market the shares of Parent Common Stock issuable, and those required to  
be reserved for issuance, in connection with the Merger, effective upon         
official notice of issuance.                                                    

5.14 Letters of Accountants. Company and Parent shall use their respective  
reasonable efforts to cause to be delivered to Parent letters of Company's and  
Parent's independent accountants, respectively, dated no more than two business 
days before the date on which the Registration Statement becomes effective (and 
satisfactory in form and substance to Parent), that is customary in scope and   
substance for letters delivered by independent public accountants in connection 
with registration statements similar to the Registration Statement.             

5.15 Takeover Statutes. If any Takeover Statute is or may become applicable 
to the Merger or the other transactions contemplated by this Agreement, each of 
Parent and Company and their respective Boards of Directors shall grant such    
approvals and take such lawful actions as are necessary to ensure that such     
transactions may be consummated as promptly as practicable on the terms         
contemplated by this Agreement and                                              

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otherwise act to eliminate or minimize the effects of such statute and any      
regulations promulgated thereunder on such transactions.                        

5.16 Certain Employee Benefits.                                             

 (a) As soon as practicable after the execution of this Agreement, Company and
Parent shall confer and work together in good faith to agree upon mutually      
acceptable employee benefit and compensation arrangements (and terminate        
Company Employee Plans immediately prior to the Effective Time if appropriate). 
In addition, Company agrees that it and its subsidiaries shall terminate any    
and all severance, separation, retention and salary continuation plans,         
programs or arrangements (other than contractual agreements disclosed on the    
Company Disclosure Letter) prior to the Effective Time.                         

(b) Employees of the Company and its subsidiaries will be granted credit for
all service with the Company, its subsidiaries and with SAIC and its Affiliates 
under each Company employee benefit plan, program or arrangement of Parent or   
its Affiliates in which such Employees are eligible to participate for all      
purposes, except for purposes of benefit accrual under a defined benefit        
pension plan. If Employees become eligible to participate in a medical, dental  
or health plan of Parent or its Affiliates, Parent will cause such plan to (i)  
waive any preexisting condition exclusions and waiting period limitations for   
conditions covered under the applicable medical, dental or health plans         
maintained or contributed to by Company (but only to the extent corresponding   
exclusions and limitations were satisfied by such Employees under the           
applicable medical, dental or health plans maintained or contributed to by      
Company); and (ii) credit any deductible or out of pocket expenses incurred by  
the Employees and their beneficiaries under such plans during the portion of    
the calendar year prior to such participation.                                  

 (c) Company and Parent agree to work diligently and cooperate to separate the
benefit plans of SAIC and Company.                                              

5.17 Tax Matters. Each of Parent, Merger Sub and Company agrees that it will
not take any action, or fail to take any action, which action or failure to act 
would be reasonably likely to cause the Merger to fail to qualify as a          
"reorganization" pursuant to the provisions of Section 368 of the Code.         

ARTICLE VI

Conditions to the Merger

6.1 Conditions to Obligations of Each Party to Effect the Merger. The       
respective obligations of each party to this Agreement to effect the Merger     
shall be subject to the satisfaction at or prior to the Closing Date of the     
following conditions:                                                           

 (a) Company Stockholder Approval. This Agreement shall have been approved
and adopted, and the Merger shall have been approved, by the requisite vote 
of the stockholders of Company under applicable law and the Company Charter 
Documents.                                                                  

(b) Parent Stockholder Approval. The issuance of shares of Parent Common
Stock pursuant to the Merger, and the amendment to Parent's Certificate of  
Incorporation to increase the authorized number of shares of Parent Common  
Stock in order to permit the issuance of shares of Parent Common Stock      
pursuant to the Merger, shall have been approved by the requisite vote of   
the stockholders of Parent under applicable law and the Parent Charter      
Documents.                                                                  

 (c) Registration Statement Effective; Proxy Statement. The SEC shall have
declared the Registration Statement effective. No stop order suspending the 
effectiveness of the Registration Statement or any part thereof shall have  
been issued and no proceeding for that purpose, and no similar proceeding   
in respect of the Proxy Statement/Prospectus, shall have been initiated or  
threatened in writing by the SEC.                                           

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 (d) No Order; HSR Act. No Governmental Entity shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, executive   
order, decree, injunction or other order (whether temporary, preliminary or 
permanent) which is in effect and which has the effect of making the Merger 
illegal or otherwise prohibiting consummation of the Merger. All waiting    
periods, if any, under the HSR Act relating to the transactions             
contemplated hereby will have expired or been terminated.                   

 (e) Nasdaq Listing. The shares of Parent Common Stock to be issued in the
Merger shall have been approved for listing on the Nasdaq Stock Market,     
subject to official notice of issuance.                                     

(f) Consents. (i) All required approvals or consents of any Governmental
Entity or other person in connection with the Merger and the consummation   
of the other transactions contemplated hereby shall have been obtained (and 
all relevant statutory, regulatory or other governmental waiting periods,   
shall have expired) unless the failure to receive any such approval or      
consent would not be reasonably likely, directly or indirectly, to result   
in a Material Adverse Effect on Parent and its subsidiaries (including, for 
the purposes of this condition, Company and its subsidiaries), taken as a   
whole, and (ii) all such approvals and consents which have been obtained    
shall be on terms that are not reasonably likely, directly or indirectly,   
to result in a Material Adverse Effect on Parent and its subsidiaries       
(including, for the purposes of this condition, Company and its             
subsidiaries), taken as a whole.                                            

6.2 Additional Conditions to Obligations of Company. The obligation of      
Company to consummate and effect the Merger shall be subject to the             
satisfaction at or prior to the Closing Date of each of the following           
conditions, any of which may be waived, in writing, exclusively by Company:     

 (a) Representations and Warranties. The representations and warranties of
Parent and Merger Sub contained in this Agreement, disregarding all         
qualifications and exceptions contained therein relating to materiality or  
Material Adverse Effect or any similar standard or qualification, shall be  
true and correct at and as of the Closing Date as if made at and as of the  
Closing Date (other than representations and warranties that address        
matters only as of a certain date, which shall be true and correct as of    
such date), except where the failure of such representations or warranties  
to be true or correct would not have, individually or in the aggregate, a   
Material Adverse Effect on Parent. It is understood that, for purposes of   
determining the accuracy of such representations and warranties, any update 
of or modification to the Parent Disclosure Letter made or purported to     
have been made after the execution of this Agreement shall be disregarded.  
Company shall have received a certificate with respect to the foregoing     
signed on behalf of Parent by the Chief Executive Officer or Chief          
Financial Officer of Parent.                                                

(b) Agreements and Covenants. Parent and Merger Sub shall have performed
or complied in all material respects with all agreements and covenants      
required by this Agreement to be performed or complied with by them on or   
prior to the Closing Date, and Company shall have received a certificate to 
such effect signed on behalf of Parent by the Chief Executive Officer or    
Chief Financial Officer of Parent.                                          

(c) Material Adverse Effect. No Material Adverse Effect with respect to 
Parent shall have occurred since the date of this Agreement and be          
continuing.                                                                 

(d) Tax Opinion. Company shall have received an opinion of Davis Polk & 
Wardwell, dated as of the Closing Date, in form and substance reasonably    
satisfactory to it, on the basis of the facts, representations and          
assumptions set forth or referred to in such opinion, that the Merger will  
constitute a reorganization within the meaning of Section 368(a) of the     
Code and that each of Parent and Company will be a party to the             
reorganization within the meaning of Section 368(a) of the Code. The        
parties to this Agreement agree to make such reasonable representations as  
requested by such counsel for the purpose of rendering such opinions.       

 (e) Parent Board of Directors. All actions necessary in order for the New
Directors to become members of the Parent Board of Directors upon the       
Effective Time shall have occurred, and, if such actions included an        
amendment to Parent's Bylaws, such amendment shall have been approved at    
the Parent Stockholders' Meeting and shall be substantially as described in 
Section 5.12.                                                               

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6.3 Additional Conditions to the Obligations of Parent and Merger Sub. The  
obligations of Parent and Merger Sub to consummate and effect the Merger shall  
be subject to the satisfaction at or prior to the Closing Date of each of the   
following conditions, any of which may be waived, in writing, exclusively by    
Parent:                                                                         

 (a) Representations and Warranties. The representations and warranties of
Company contained in this Agreement, disregarding all qualifications and    
exceptions contained therein relating to materiality or Material Adverse    
Effect or any similar standard or qualification, shall be true and correct  
at and as of the Closing Date as if made at and as of the Closing Date      
(other than representations and warranties that address matters only as of  
a certain date, which shall be true and correct as of such date), except    
where the failure of such representations or warranties to be true or       
correct would not have, individually or in the aggregate, a Material        
Adverse Effect on Company. It is understood that, for purposes of           
determining the accuracy of such representations and warranties, any update 
of or modification to the Company Disclosure Letter made or purported to    
have been made after the execution of this Agreement shall be disregarded.  
Parent shall have received a certificate with respect to the foregoing      
signed on behalf of Company by the Chief Executive Officer or Chief         
Financial Officer of Company.                                               

 (b) Agreements and Covenants. Company shall have performed or complied in
all material respects with all agreements and covenants required by this    
Agreement to be performed or complied with by it at or prior to the Closing 
Date, and Parent shall have received a certificate to such effect signed on 
behalf of Company by the Chief Executive Officer or Chief Financial Officer 
of Company.                                                                 

(c) Material Adverse Effect. No Material Adverse Effect with respect to 
Company shall have occurred since the date of this Agreement and be         
continuing.                                                                 

(d) Tax Opinion. Parent shall have received an opinion of Fenwick & West
LLP, dated as of the Closing Date, in form and substance reasonably         
satisfactory to it, on the basis of the facts, representations and          
assumptions set forth or referred to in such opinion, that the Merger will  
constitute a reorganization within the meaning of Section 368(a) of the     
Code and that each of Parent and Company will be a party to the             
reorganization within the meaning of Section 368(a) of the Code. The        
parties to this Agreement agree to make such reasonable representations as  
requested by such counsel for the purpose of rendering such opinions.       

 (e) No Restraints. There shall not be instituted or pending any action or
proceeding by any Governmental Entity (i) seeking to restrain, prohibit or  
otherwise interfere with the ownership or operation by Parent or any of its 
subsidiaries of all or any portion of the business of Company or any of its 
subsidiaries or of Parent or any of its subsidiaries or to compel Parent or 
any of its subsidiaries to dispose of or hold separate all or any portion   
of the business or assets of Company or any of its subsidiaries or of       
Parent or any of its subsidiaries, (ii) seeking to impose or confirm        
limitations on the ability of Parent or any of its subsidiaries effectively 
to exercise full rights of ownership of the shares of Company Common Stock  
(or shares of stock of the Surviving Corporation) including the right to    
vote any such shares on any matters properly presented to stockholders or   
(iii) seeking to require divestiture by Parent or any of its subsidiaries   
of any such shares.                                                         

ARTICLE VII 

Termination, Amendment and Waiver 

7.1 Termination. This Agreement may be terminated at any time prior to the  
Effective Time, whether before or after the requisite approvals of the          
stockholders of Company or Parent:                                              

(a) by mutual written consent duly authorized by the Boards of Directors
of Parent and Company;                                                      

(b) by either Company or Parent if the Merger shall not have been       
consummated by September 15, 2000 for any reason; provided, however, that   
the right to terminate this Agreement under this Section 7.1(b) shall not   
be available to any party whose action or failure to act has been a         
principal cause of or                                                       

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resulted in the failure of the Merger to occur on or before such date and   
such action or failure to act constitutes a breach of this Agreement;       

(c) by either Company or Parent if a Governmental Entity shall have     
issued an order, decree or ruling or taken any other action, in any case    
having the effect of permanently restraining, enjoining or otherwise        
prohibiting the Merger, which order, decree, ruling or other action is      
final and nonappealable;                                                    

(d) by either Company or Parent, if the approval and adoption of this   
Agreement, and the approval of the Merger, by the stockholders of Company   
shall not have been obtained by reason of the failure to obtain the         
required vote at a meeting of Company stockholders duly convened therefore  
or at any adjournment thereof; provided, however, that the right to         
terminate this Agreement under this Section 7.1(d) shall not be available   
to Company where the failure to obtain the Company stockholder approval     
shall have been caused by (i) the action or failure to act of Company and   
such action or failure to act constitutes a material breach by Company of   
this Agreement or (ii) a breach of the Voting Agreement by any party        
thereto other than Parent;                                                  

(e) by either Company or Parent, if the approval of the issuance of     
shares of Parent Common Stock pursuant to the Merger, and the amendment to  
Parent's Certificate of Incorporation to increase the authorized number of  
shares of Parent Common Stock in order to permit the issuance of shares of  
Parent Common Stock pursuant to the Merger by the stockholders of Parent    
shall not have been obtained by reason of the failure to obtain the         
respective required votes at a meeting of Parent stockholders duly convened 
therefore or at any adjournment thereof; provided, however, that the right  
to terminate this Agreement under this Section 7.1(e) shall not be          
available to Parent where the failure to obtain the Parent stockholder      
approvals shall have been caused by the action or failure to act of Parent  
and such action or failure to act constitutes a material breach by Parent   
of this Agreement;                                                          

(f) by Parent (at any time prior to the adoption and approval of this   
Agreement and the Merger by the required vote of the stockholders of        
Company) if a Triggering Event (as defined below) shall have occurred;      

(g) by Company, upon a breach of any representation, warranty, covenant 
or agreement on the part of Parent set forth in this Agreement, or if any   
representation or warranty of Parent shall have become untrue, in either    
case such that the conditions set forth in Section 6.2(a) or Section 6.2(b) 
would not be satisfied as of the time of such breach or as of the time such 
representation or warranty shall have become untrue, provided that if such  
inaccuracy in Parent's representations and warranties or breach by Parent   
is curable by Parent through the exercise of its commercially reasonable    
efforts, then Company may not terminate this Agreement under this Section   
7.1(g) for 30 days after delivery of written notice from Company to Parent  
of such breach, provided Parent continues to exercise commercially          
reasonable efforts to cure such breach (it being understood that Company    
may not terminate this Agreement pursuant to this paragraph (g) if such     
breach by Parent is cured during such 30-day period, or if Company shall    
have materially breached this Agreement); or                                

 (h) by Parent, upon a breach of any representation, warranty, covenant or
agreement on the part of Company set forth in this Agreement, or if any     
representation or warranty of Company shall have become untrue, in either   
case such that the conditions set forth in Section 6.3(a) or Section 6.3(b) 
would not be satisfied as of the time of such breach or as of the time such 
representation or warranty shall have become untrue, provided that if such  
inaccuracy in Company's representations and warranties or breach by Company 
is curable by Company through the exercise of its commercially reasonable   
efforts, then Parent may not terminate this Agreement under this Section    
7.1(h) for 30 days after delivery of written notice from Parent to Company  
of such breach, provided Company continues to exercise commercially         
reasonable efforts to cure such breach (it being understood that Parent may 
not terminate this Agreement pursuant to this paragraph (h) if such breach  
by Company is cured during such 30-day period, or if Parent shall have      
materially breached this Agreement).                                        

For the purposes of this Agreement, a "Triggering Event" shall be deemed to 
have occurred if: (i) the Board of Directors of Company or any committee        
thereof shall for any reason have withdrawn or shall have                       

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amended or modified in a manner adverse to Parent its recommendation in favor   
of the adoption and approval of the Agreement or the approval of the Merger;    
(ii) Company shall have failed to include in the Proxy Statement/Prospectus the 
recommendation of the Board of Directors of Company in favor of the adoption    
and approval of the Agreement and the approval of the Merger; (iii) the Board   
of Directors of Company fails to reaffirm its recommendation in favor of the    
adoption and approval of the Agreement and the approval of the Merger within 10 
business days after Parent requests in writing that such recommendation be      
reaffirmed at any time following the public announcement of an Acquisition      
Proposal; (iv) the Board of Directors of Company or any committee thereof shall 
have approved or publicly recommended any Acquisition Proposal; (v) Company     
shall have entered into any letter of intent of similar document or any         
agreement, contract or commitment accepting any Acquisition Proposal; (vi)      
Company shall have materially breached any of the provisions of Sections 5.2 or 
5.4; or (vii) a tender or exchange offer relating to securities of Company      
shall have been commenced by a person unaffiliated with Parent, and Company     
shall not have sent to its securityholders pursuant to Rule 14e-2 promulgated   
under the Securities Act, within 10 business days after such tender or exchange 
offer is first published sent or given, a statement disclosing that Company     
recommends rejection of such tender or exchange offer.                          

7.2 Notice of Termination; Effect of Termination. Any proper termination of 
this Agreement under Section 7.1 above will be effective immediately upon the   
delivery of written notice of the terminating party to the other parties        
hereto. In the event of the termination of this Agreement as provided in        
Section 7.1, this Agreement shall be of no further force or effect, except (i)  
as set forth in this Section 7.2, Section 7.3 and Article 8, each of which      
shall survive the termination of this Agreement, and (ii) nothing herein shall  
relieve any party from liability for any willful breach of this Agreement. No   
termination of this Agreement shall affect the obligations of the parties       
contained in the Confidentiality Agreement, all of which obligations shall      
survive termination of this Agreement in accordance with their terms.           

7.3 Fees and Expenses.                                                      

(a) General. Except as set forth in this Section 7.3, all fees and expenses 
incurred in connection with this Agreement and the transactions contemplated    
hereby shall be paid by the party incurring such expenses whether or not the    
Merger is consummated; provided, however, that Parent and Company shall share   
equally all fees and expenses, other than attorneys' and accountants fees and   
expenses, incurred in relation to the printing and filing with the SEC of the   
Proxy Statement/Prospectus (including any preliminary materials related         
thereto) and the Registration Statement (including financial statements and     
exhibits) and any amendments or supplements thereto.                            

(b) Company Payments. In the event that this Agreement is terminated by     
Parent or Company, as applicable, pursuant to Sections 7.1(d), 7.1(f) or        
7.1(h), the Company shall promptly, but in no event later than two days after   
the date of such termination, pay Parent a fee equal to $425 million in         
immediately available funds (the "Termination Fee"); provided, that in the case 
of a termination under Sections 7.1(d) or 7.1(h) prior to which no Triggering   
Event has occurred, (i) such payment shall be made only if (A) following the    
date of this Agreement and prior to the termination of this Agreement, a person 
has publicly announced an Acquisition Proposal and (B) within nine months       
following the termination of this Agreement, either a Company Acquisition (as   
defined below) is consummated, or the Company enters into an agreement          
providing for a Company Acquisition and such Company Acquisition is later       
consummated with the person (or another person controlling, controlled by, or   
under common control with, such person) with whom such agreement was entered    
into (regardless of when such consummation occurs if the Company has entered    
into such an agreement within such nine-month period), and (ii) such payment    
shall be made promptly, but in no event later than two days after the           
consummation of such Company Acquisition (regardless of when such consummation  
occurs if the Company has entered into such an agreement within such nine-month 
period). Company acknowledges that the agreements contained in this Section     
7.3(b) are an integral part of the transactions contemplated by this Agreement, 
and that, without these agreements, Parent would not enter into this Agreement. 
Accordingly, if the Company fails to pay in a timely manner the amounts due     
pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent   
makes a claim that results in a judgment against the Company for the amounts    
set                                                                             

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forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs  
and expenses (including reasonable attorneys' fees and expenses) in connection  
with such suit, together with interest on the amounts set forth in this Section 
7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such 
payment was required to be made. Payment of the fees described in this Section  
7.3(b) shall not be in lieu of damages incurred in the event of breach of this  
Agreement.                                                                      

For the purposes of this Agreement, "Company Acquisition" shall mean any of 
the following transactions (other than the transactions contemplated by this    
Agreement); (i) a merger, consolidation, business combination,                  
recapitalization, liquidation, dissolution or similar transaction involving the 
Company pursuant to which the stockholders of the Company immediately preceding 
such transaction hold less than 50% of the aggregate equity interests in the    
surviving or resulting entity of such transaction, (ii) a sale or other         
disposition by the Company of assets representing in excess of 50% of the       
aggregate fair market value of the Company's business immediately prior to such 
sale, or of either of the "registry" or "registrar" businesses of Company, or   
(iii) the acquisition by any person or group (including by way of a tender      
offer or an exchange offer or issuance by Company), directly or indirectly, of  
beneficial ownership or a right to acquire beneficial ownership of shares       
representing in excess of 50% of the voting power of the then outstanding       
shares of capital stock of the Company; provided, that, notwithstanding the     
foregoing, a Company Acquisition shall not include a spin-off or other          
distribution of either the "registry" or "registrar" businesses of Company to   
Company's stockholders.                                                         

7.4 Amendment. Subject to applicable law, this Agreement may be amended by  
the parties hereto at any time by execution of an instrument in writing signed  
on behalf of each of Parent and Company.                                        

7.5 Extension; Waiver. At any time prior to the Effective Time any party    
hereto may, to the extent legally allowed, (i) extend the time for the          
performance of any of the obligations or other acts of the other parties        
hereto, (ii) waive any inaccuracies in the representations and warranties made  
to such party contained herein or in any document delivered pursuant hereto and 
(iii) waive compliance with any of the agreements or conditions for the benefit 
of such party contained herein. Any agreement on the part of a party hereto to  
any such extension or waiver shall be valid only if set forth in an instrument  
in writing signed on behalf of such party. Delay in exercising any right under  
this Agreement shall not constitute a waiver of such right.                     

ARTICLE VIII

General Provisions

8.1 Non-Survival of Representations and Warranties. The representations and 
warranties of Company, Parent and Merger Sub contained in this Agreement shall  
terminate at the Effective Time, and only the covenants that by their terms     
survive the Effective Time shall survive the Effective Time.                    

8.2 Notices. All notices and other communications hereunder shall be in     
writing and shall be deemed given upon delivery either personally or by         
commercial delivery service, or sent via facsimile (receipt confirmed) to the   
parties at the following addresses or facsimile numbers (or at such other       
address or facsimile numbers for a party as shall be specified by like notice): 

(a)if to Parent or Merger Sub, to:                                          

VeriSign, Inc.                                                          
1350 Charleston Road                                                    
Mountain View, California 94043                                         
Attention: Chief Financial Officer                                      
Facsimile No.: 650-961-7300                                             

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with a copy to:                                                         

Fenwick & West LLP                                                  
Two Palo Alto Square                                                
Palo Alto, California 94306                                         
Attention: Gordon K. Davidson                                       
Douglas N. Cogen                            
Facsimile No.: 650-494-1417                                         

(b)if to Company, to:                                                       

Network Solutions, Inc.                                                 
505 Huntmar Park Drive                                                  
Herndon, Virginia 20170                                                 
Attention: General Counsel                                              
Facsimile No.: 703-742-0069                                             

with a copy to:                                                         

Davis Polk & Wardwell                                               
1600 El Camino Real                                                 
Menlo Park, California 94025                                        
Attention: William S. Rosoff                                        
David W. Ferguson                           
Facsimile No.: 650-752-2111                                         

8.3 Interpretation; Certain Defined Terms.                                  

(a) When a reference is made in this Agreement to Exhibits, such reference  
shall be to an Exhibit to this Agreement unless otherwise indicated. When a     
reference is made in this Agreement to Sections, such reference shall be to a   
Section of this Agreement unless otherwise indicated. The words "include,"      
"includes" and "including" when used herein shall be deemed in each case to be  
followed by the words "without limitation." The table of contents and headings  
contained in this Agreement are for reference purposes only and shall not       
affect in any way the meaning or interpretation of this Agreement. When         
reference is made herein to "the business of" an entity, such reference shall   
be deemed to include the business of all direct and indirect subsidiaries of    
such entity. Reference to the subsidiaries of an entity shall be deemed to      
include all direct and indirect subsidiaries of such entity.                    

(b) For purposes of this Agreement, the term "knowledge" means with respect 
to a party hereto, with respect to any matter in question, that any of the      
executive officers of such party has actual knowledge of such matter, after     
reasonable inquiry of such matter. For purposes of this definition, the         
"executive officers" of Company shall be those person listed on Part 8.3(b) of  
the Company Disclosure Letter.                                                  

(c) For purposes of this Agreement, the term "Material Adverse Effect" when 
used in connection with an entity means any change, event, circumstance or      
effect that is or is reasonably likely to be materially adverse to the          
business, assets (including intangible assets), capitalization, financial       
condition, operations or results of operations of such entity taken as a whole  
with its subsidiaries, except to the extent that any such change, event,        
circumstance or effect results from (i) changes in general economic conditions, 
(ii) changes affecting the industry generally in which such entity operates     
(provided that such changes do not affect such entity in a substantially        
disproportionate manner) or (iii) changes in the trading prices for such        
entity's capital stock.                                                         

(d) For purposes of this Agreement, the term "person " shall mean any       
individual, corporation (including any non-profit corporation), general         
partnership, limited partnership, limited liability partnership, joint venture, 
estate, trust, company (including any limited liability company or joint stock  
company), firm or other enterprise, association, organization, entity or        
Governmental Entity.                                                            

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(e) For purposes of this Agreement, "subsidiary" of a specified entity will 
be any corporation, partnership, limited liability company, joint venture or    
other legal entity of which the specified entity (either alone or through or    
together with any other subsidiary) owns, directly or indirectly, 50% or more   
of the stock or other equity or partnership interests the holders of which are  
generally entitled to vote for the election of the Board of Directors or other  
governing body of such corporation or other legal entity.                       

 8.4 Counterparts. This Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same agreement and shall become    
effective when one or more counterparts have been signed by each of the parties 
and delivered to the other party, it being understood that all parties need not 
sign the same counterpart.                                                      

 8.5 Entire Agreement; Third Party Beneficiaries. This Agreement, its Exhibits
and the documents and instruments and other agreements among the parties hereto 
as contemplated by or referred to herein, including the Company Disclosure      
Letter and the Parent Disclosure Letter (a) constitute the entire agreement     
among the parties with respect to the subject matter hereof and supersede all   
prior agreements and understandings, both written and oral, among the parties   
with respect to the subject matter hereof, it being understood that the         
Confidentiality Agreement shall continue in full force and effect until the     
Closing and shall survive any termination of this Agreement; and (b) are not    
intended to confer upon any other person any rights or remedies hereunder,      
except as specifically provided in Section 5.11.                                

8.6 Severability. In the event that any provision of this Agreement or the  
application thereof, becomes or is declared by a court of competent             
jurisdiction to be illegal, void or unenforceable, the remainder of this        
Agreement will continue in full force and effect and the application of such    
provision to other persons or circumstances will be interpreted so as           
reasonably to effect the intent of the parties hereto. The parties further      
agree to replace such void or unenforceable provision of this Agreement with a  
valid and enforceable provision that will achieve, to the extent possible, the  
economic, business and other purposes of such void or unenforceable provision.  

8.7 Other Remedies; Specific Performance. Except as otherwise provided      
herein, any and all remedies herein expressly conferred upon a party will be    
deemed cumulative with and not exclusive of any other remedy conferred hereby,  
or by law or equity upon such party, and the exercise by a party of any one     
remedy will not preclude the exercise of any other remedy. The parties hereto   
agree that irreparable damage would occur in the event that any of the          
provisions of this Agreement were not performed in accordance with their        
specific terms or were otherwise breached. It is accordingly agreed that the    
parties shall be entitled to seek an injunction or injunctions to prevent       
breaches of this Agreement and to enforce specifically the terms and provisions 
hereof in any court of the United States or any state having jurisdiction, this 
being in addition to any other remedy to which they are entitled at law or in   
equity.                                                                         

8.8 Governing Law. This Agreement shall be governed by and construed in     
accordance with the laws of the State of Delaware, regardless of the laws that  
might otherwise govern under applicable principles of conflicts of law thereof. 

8.9 Rules of Construction. The parties hereto agree that they have been     
represented by counsel during the negotiation and execution of this Agreement   
and, therefore, waive the application of any law, regulation, holding or rule   
of construction providing that ambiguities in an agreement or other document    
will be construed against the party drafting such agreement or document.        

8.10 Assignment. No party may assign either this Agreement or any of its    
rights, interests, or obligations hereunder without the prior written consent   
of the other parties hereto. Subject to the preceding sentence, this Agreement  
shall be binding upon and shall inure to the benefit of the parties hereto and  
their respective successors and permitted assigns. Any purported assignment in  
violation of this Section shall be void.                                        

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8.11 Waiver Of Jury Trial. EACH OF PARENT, COMPANY AND MERGER SUB HEREBY    
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR      
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR   
RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, COMPANY OR MERGER SUB IN   
THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.            

*  *  *  *  * 

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 In Witness Whereof, the parties hereto have caused this Agreement and Plan of
Merger to be executed by their duly authorized respective officers as of the    
date first written above.                                                       

                  Verisign, Inc.

                                           /s/ Stratton D. Sclavos
                                         By: _________________________________
                                 Name: Stratton D. Sclavos
                                  Title: President and Chief
                         Executive Officer

                                  Nickel Acquisition Corporation

                                           /s/ Stratton D. Sclavos
                                         By: _________________________________
                                 Name: Stratton D. Sclavos
                        Title: President

                           Network Solutions, Inc.

                                           /s/ James P. Rutt
                                         By: _________________________________
                           Name: James P. Rutt
                                      Title: Chief Executive Officer

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                                                                         ANNEX B

                                         March 6, 2000

Board of Directors                                                              
VeriSign, Inc.                                                                  
1350 Charleston Road                                                            
Mountain View, CA 94043                                                         

Members of the Board:                                                           

We understand that VeriSign, Inc. ("VeriSign"), Networks Solutions, Inc.    
("Network Solutions") and Nickel Acquisition Corporation, a wholly-owned        
subsidiary of VeriSign ("Merger Sub"), propose to enter into an Agreement and   
Plan of Merger, dated as of March 6, 2000 (the "Merger Agreement"), which       
provides, among other things, for the merger (the "Merger") of Merger Sub with  
and into Network Solutions. Pursuant to the Merger, each share of Network       
Solutions common stock, par value $0.001 per share (the "Network Solutions      
Common Stock"), other than shares held by Network Solutions, Merger Sub,        
VeriSign or any wholly-owned subsidiary of Network Solutions or VeriSign, shall 
be converted into the right to receive 2.15 shares (the "Exchange Ratio") of    
VeriSign common stock, par value $0.001 per share (the "VeriSign Common Stock") 
and Network Solutions will become a wholly-owned subsidiary of VeriSign. The    
terms and conditions of the Merger are more fully set forth in the Merger       
Agreement.                                                                      

You have asked for our opinion as to whether the Exchange Ratio pursuant to 
the Merger Agreement is fair from a financial point of view to VeriSign.        

For purposes of the opinion set forth herein, we have:                      

(i) reviewed certain publicly available financial statements and other    
information of Network Solutions and VeriSign;                    

(ii) reviewed certain historical internal financial statements and other  
    historical financial and operating data concerning Network Solutions
prepared by the management of Network Solutions;                

(iii) reviewed the past and current operations and financial condition and
the prospects of Network Solutions and VeriSign, including    
      information relating to certain strategic, financial and operational
 benefits anticipated from the Merger, with senior executives of
Network Solutions and VeriSign, respectively;                 

(iv) reviewed the pro forma impact of the Merger on VeriSign's financial  
performance;                                                    

(v) reviewed the reported prices and trading activity for the Network     
Solutions Common Stock and the VeriSign Common Stock;             

(vi) compared the financial performance of Network Solutions and VeriSign 
  with that of certain other publicly-traded companies comparable to
Network Solutions and VeriSign, respectively;                   

(vii) reviewed the financial terms, to the extent publicly available, of  
certain comparable business combinations;                     

(viii) participated in discussions and negotiations among representatives 
   of Network Solutions and VeriSign and their financial and legal
advisors;                                                   

(ix) reviewed a draft of the Merger Agreement, dated as of March 6, 2000, 
and certain related documents; and                              

(x) performed such other analyses and considered such other factors as we 
have deemed appropriate.                                          

We have assumed and relied upon, without independent verification, the      
accuracy and completeness of the information reviewed by us for the purposes of 
this opinion. As you are aware, neither Network Solutions nor                   

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VeriSign made available to us any forecasts of future financial performance.    
Rather, for purposes of our analysis, we have relied with your consent on the   
publicly available estimates of certain research analysts, including those at   
Morgan Stanley & Co. Incorporated. With respect to the financial statements and 
data, including information relating to certain strategic and operational       
benefits anticipated from the Merger, we have assumed that they have been       
reasonably prepared on bases reflecting the best currently available estimates  
and judgments of the future financial and operational performance of Network    
Solutions and VeriSign, respectively. In addition, we have assumed that the     
Merger will be consummated in accordance with the terms set forth in the draft  
of the Merger Agreement, dated as of March 6, 2000, including that the Merger   
will be treated as a tax-free reorganization and/or exchange pursuant to the    
Internal Revenue Code of 1986.                                                  

We have relied upon, without independent verification, the assessment by the
managements of Network Solutions and VeriSign of the strategic benefits         
expected to result from the Merger. We have also relied upon, without           
independent verification, the assessment by the management of VeriSign of the   
impact of certain financial effects of the Merger accounting adjustments,       
pursuant to purchase accounting, on the financial statements and performance of 
the combined entity following the Merger. In addition, we have relied on the    
assessment by the management of Network Solutions and VeriSign of the           
technologies and products of Network Solutions and VeriSign, the timing and     
risks associated with the integration of Network Solutions and VeriSign and the 
validity of, and risks associated with, Network Solutions's and VeriSign's      
existing and future products and technologies.                                  

We have not made any independent valuation or appraisal of the assets or    
liabilities of Network Solutions or VeriSign, nor have we been furnished with   
any such appraisals. Our opinion is necessarily based on financial, economic,   
market and other conditions as in effect on, and the information made available 
to us as of, the date hereof.                                                   

We have acted as financial advisor to the Board of Directors of VeriSign in 
connection with this transaction and will receive a fee for our services. In    
the past, Morgan Stanley & Co. Incorporated and its affiliates have provided    
financial advisory and financing services for VeriSign and Network Solutions    
and have received fees for the rendering of these services.                     

It is understood that this letter is for the information of the Board of    
Directors of VeriSign and may not be used for any other purpose without our     
prior written consent (which shall not be unreasonably withheld), except that   
this opinion may be included in any filing made by VeriSign with the Securities 
and Exchange Commission in connection with the Merger. This opinion does not in 
any manner address the prices at which the VeriSign Common Stock will trade at  
any time prior to or following the consummation of the Merger, and Morgan       
Stanley expresses no opinion as to how shareholders of VeriSign should vote at  
any shareholders' meeting held in connection with the Merger.                   

Based upon and subject to the foregoing, we are of the opinion on the date  
hereof that the Exchange Ratio pursuant to the Merger Agreement is fair from a  
financial point of view to VeriSign.                                            

                     Very truly yours,

                                     Morgan Stanley & Co. Incorporated

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                                                                         ANNEX C

                                                                   March 6, 2000

The Board of Directors                                                          
Network Solutions, Inc.                                                         
505 Huntmar Park Drive                                                          
Herndon, Virginia 20170                                                         

Attention: Michael A. Daniels                                                   
Chairman of the Board                                                 

Ladies and Gentlemen:                                                           

You have requested our opinion as to the fairness, from a financial point of
view, to the stockholders of Network Solutions, Inc. (the "Company") of the     
consideration proposed to be paid to them in connection with the proposed       
merger (the "Merger") of the Company with a wholly-owned subsidiary of          
VeriSign, Inc. (the "Buyer"). Pursuant to the agreement and plan of merger,     
dated as of March 6, 2000 (the "Agreement"), among the Company, the Buyer and   
Nickel Acquisition Corporation (the "Merger Subsidiary"), the Company will      
become a wholly-owned subsidiary of the Buyer, and stockholders of the Company  
will receive, for each share of common stock, par value $0.001 per share, of    
the Company held by them, consideration equal to 2.15 shares of common stock of 
the Buyer (the "Exchange Ratio").                                               

In arriving at our opinion, we have reviewed (i) the Agreement; (ii) certain
publicly available information concerning the business of the Company and of    
certain other companies engaged in businesses comparable to those of the        
Company, and the reported market prices for certain other companies' securities 
deemed comparable; (iii) publicly available terms of certain transactions       
involving companies comparable to the Company and the consideration received    
for such companies; (iv) current and historical market prices of the common     
stock of the Company and the Buyer; (v) the audited financial statements of the 
Company and the Buyer for the fiscal year ended December 31, 1998 and the       
unaudited financial statements of the Company and the Buyer for the period      
ended December 31, 1999; and (vi) the terms of other business combinations that 
we deemed relevant.                                                             

In addition, we have held discussions with certain members of the management
of the Company and the Buyer with respect to certain aspects of the Merger, and 
the past and current business operations of the Company and the Buyer, the      
financial condition and future prospects and operations of the Company and the  
Buyer, the effects of the Merger on the financial condition and future          
prospects of the Company and the Buyer, and certain other matters we believed   
necessary or appropriate to our inquiry. We have reviewed such other financial  
studies and analyses and considered such other information as we deemed         
appropriate for the purposes of this opinion.                                   

In giving our opinion, we have relied upon and assumed, without independent 
verification, the accuracy and completeness of all information reviewed by us,  
and we have not assumed any responsibility or liability therefor. We have not   
conducted any valuation or appraisal of any assets or liabilities, nor have any 
such valuations or appraisals been provided to us. In relying on financial      
analyses reviewed by us, we have assumed that they have been reasonably         
prepared based on assumptions reflecting the best currently available           
estimates. We have also assumed that the Merger will have the tax consequences  
described in discussions with, and materials furnished to us by,                
representatives of the Company, and that the other transactions contemplated by 
the Agreement will be consummated as described in the Agreement. We have relied 
as to all legal matters relevant to rendering our opinion upon the advice of    
counsel.                                                                        

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Our opinion is necessarily based on economic, market and other conditions as
in effect on, and the information made available to us as of, the date hereof.  
It should be understood that subsequent developments may affect this opinion    
and that we do not have any obligation to update, revise, or reaffirm this      
opinion. We are expressing no opinion herein as to the price at which the       
Buyer's stock will trade at any future time.                                    

We have acted as financial advisor to the Company with respect to the       
proposed Merger and will receive a fee from the Company for our services if the 
proposed Merger is consummated. In the ordinary course of their businesses,     
J.P. Morgan and its affiliates may actively trade the equity securities of the  
Company or the Buyer for their own account or for the accounts of customers     
and, accordingly, they may at any time hold long or short positions in such     
securities.                                                                     

On the basis of and subject to the foregoing, it is our opinion as of the   
date hereof that the Exchange Ratio in the proposed Merger is fair, from a      
financial point of view, to the Company's stockholders.                         

This letter is provided to the Board of Directors of the Company in         
connection with and for the purposes of its evaluation of the Merger. This      
opinion does not constitute a recommendation to any stockholder of the Company  
as to how such stockholder should vote with respect to the Merger. This opinion 
may not be disclosed, referred to, or communicated (in whole or in part) to any 
third party for any purpose whatsoever except with our prior written consent in 
each instance. This opinion may be reproduced in full in any proxy or           
information statement mailed to stockholders of the Company but may not         
otherwise be disclosed publicly in any manner without our prior written         
approval and must be treated as confidential.                                   

                     Very truly yours,

                               J.P. Morgan Securities Inc.

                                  /s/ Dag J. Skattum
                                         By: _________________________________
                            Name: Dag J. Skattum
                                Title: Managing Director

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                                                                         ANNEX D

One Bush Street                                                                 
San Francisco, CA 94104                                                         
Tel 415-371-3000                                                                

                                                                   March 6, 2000

Confidential                                                                    

The Board of Directors                                                          
Network Solutions, Inc.                                                         
505 Huntmar Park Drive                                                          
Herndon, Virginia 20170                                                         

Gentlemen:                                                                      

You have requested our opinion as to the fairness from a financial point of 
view to the holders of the outstanding shares of common stock (the "Common      
Stock") of Network Solutions, Inc. ("NSI" or the "Company") of the              
consideration to be received by such shareholders in connection with the        
proposed merger of Nickel Acquisition Corporation, a Delaware corporation and a 
wholly owned first-tier subsidiary of VeriSign, Inc., ("Merger Sub"), with and  
into the Company (the "Proposed Transaction") pursuant to the Agreement and     
Plan of Merger to be dated as of March 6, 2000, among VeriSign, Inc.            
("VeriSign"), Merger Sub, and NSI (the "Agreement").                            

We understand that the terms of the Agreement provide, among other things,  
that each issued and outstanding share of Common Stock shall be converted into  
the right to receive 2.15 shares of common stock of VeriSign, as more fully set 
forth in the Agreement. For purposes of this opinion, we have assumed that the  
Proposed Transaction will qualify as a tax-free reorganization under the United 
States Internal Revenue Code for the shareholders of the Company and that the   
Proposed Transaction will be accounted for as a purchase.                       

Chase Securities Inc. ("Chase"), as part of its investment banking services,
is regularly engaged in the valuation of businesses and their securities in     
connection with mergers and acquisitions, strategic transactions, corporate     
restructurings, negotiated underwritings, secondary distributions of listed and 
unlisted securities, private placements and valuations for corporate and other  
purposes. We have acted as a financial advisor to the Board of Directors of the 
Company in connection with the Proposed Transaction, and we will receive a fee  
for our services, which include the rendering of this opinion.                  

 In the past, we have provided investment banking and other financial advisory
services to VeriSign and NSI and have received fees for rendering these         
services. In the ordinary course of business, Chase acts as a market maker and  
broker in the publicly traded securities of VeriSign and NSI and receives       
customary compensation in connection therewith, and also provides research      
coverage for VeriSign and NSI. In the ordinary course of business, Chase        
actively trades in the equity and derivative securities of VeriSign and NSI for 
its own account and for the accounts of its customers and, accordingly, may at  
any time hold a long or short position in such securities. Chase may in the     
future provide additional investment banking or other financial advisory        
services to VeriSign or NSI.                                                    

 In connection with our review of the Proposed Transaction, and in arriving at
our opinion, we have, among other things:                                       

(i) reviewed the publicly available consolidated financial statements of    
   VeriSign for recent years and interim periods to date and certain other
relevant financial and operating data of VeriSign (including its    
capital structure) available to us from published sources;          

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(ii) discussed the business, financial condition and prospects of VeriSign  
with certain members of senior management;                        

(iii) reviewed the publicly available consolidated financial statements of  
  NSI for recent years and interim periods to date and certain other
 relevant financial and operating data of NSI available to us from
published sources;                                              

(iv) discussed the business, financial condition and prospects of NSI with  
certain members of senior management;                             

(v) reviewed the recent reported prices and trading activity for the common 
stocks of VeriSign and NSI and compared such information and certain
   financial information for VeriSign and NSI with similar information for
 certain other companies engaged in businesses we consider comparable;

(vi) reviewed the financial terms, to the extent publicly available, of     
certain comparable merger and acquisition transactions;           

(vii) reviewed the Agreement dated March 6, 2000; and                       

(viii) performed such other analyses and examinations and considered such   
   other information, financial studies, analyses and investigations
and financial, economic and market data as we deemed relevant.

In rendering our opinion, we have assumed and relied upon the accuracy and  
completeness of all of the information concerning VeriSign or NSI considered in 
connection with our review of the Proposed Transaction, and we have not assumed 
any responsibility for independent verification of such information. We have    
not prepared any independent valuation or appraisal of any of the assets or     
liabilities of VeriSign or NSI, nor have we conducted a physical inspection of  
the properties and facilities of either company. With respect to the financial  
forecasts and projections made available to us and used in our analysis, we     
have assumed that they reflect the best currently available estimates and       
judgments of the expected future financial performance of VeriSign and NSI. For 
purposes of this opinion, we have assumed that neither VeriSign nor NSI is a    
party to any pending transactions, including external financings,               
recapitalizations or material merger discussions, other than the Proposed       
Transaction and those activities undertaken in the ordinary course of           
conducting their respective businesses. Our opinion is necessarily based upon   
market, economic, financial and other conditions as they exist and can be       
evaluated as of the date of this letter and any change in such conditions would 
require a reevaluation of this opinion. We express no opinion as to the price   
at which VeriSign or NSI's common stock will trade subsequent to the date of    
this opinion. In rendering this opinion, we have assumed that the proposed      
merger will be consummated substantially on the terms discussed in the          
Agreement, without any waiver of any material terms or conditions by any party  
thereto. We were not requested to, and did not, solicit indications of interest 
from any other parties in connection with a possible acquisition of, or         
business combination with, NSI.                                                 

It is understood that this letter is for the information of the Board of    
Directors and may not be used for any other purpose without our prior written   
consent; provided, however, that this letter may be reproduced in full in the   
Proxy Statement related to the Proposed Transaction. This letter does not       
constitute a recommendation to any stockholder as to how such stockholder       
should vote on the Proposed Transaction.                                        

Based upon and subject to the foregoing and after considering such other    
matters as we deem relevant, we are of the opinion that as of the date hereof   
the consideration to be received by the holders of the Common Stock in the      
Proposed Transaction is fair to such holders from a financial point of view.    

                     Very truly yours,

                         Chase Securities Inc.

                                         By    /s/ Paul B. Cleveland__________
                                         Paul B. Cleveland
                                         Managing Director

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                                                                         ANNEX E

VOTING AGREEMENT

This VOTING AGREEMENT (the "Agreement") is made and entered into as of March
6, 2000, between VeriSign, Inc., a Delaware corporation ("Parent"), and the     
undersigned stockholder ("Stockholder") of Network Solutions, Inc., a Delaware  
corporation ("Company").                                                        

Recitals

A. Concurrently with the execution of this Agreement, Parent, Company and   
Nickel Acquisition Corporation, a Delaware corporation and a wholly-owned       
first-tier subsidiary of Parent ("Merger Sub"), are entering into an Agreement  
and Plan of Merger (the "Merger Agreement") which provides for the merger of    
Merger Sub with and into Company (the "Merger"). Pursuant to the Merger, shares 
of common stock of Company, par value $0.001 per share ("Company Common Stock") 
will be converted into shares of Parent Common Stock on the basis described in  
the Merger Agreement. Capitalized terms used but not defined herein shall have  
the meanings set forth in the Merger Agreement.                                 

B. Stockholder is the record holder of such number of outstanding shares of 
Company Common Stock as is indicated on the final page of this Agreement.       

C. As a material inducement to enter into the Merger Agreement, Parent      
desires Stockholder to agree, and Stockholder is willing to agree, to vote the  
Shares (as defined below), and such other shares of capital stock of Company    
over which Stockholder has voting power, so as to facilitate consummation of    
the Merger.                                                                     

In consideration of the foregoing and the representations, warranties,      
covenants and agreements set forth in this Agreement, the parties agree as      
follows:                                                                        

1. AGREEMENT TO VOTE SHARES                                                     

1.1 Definitions. For purposes of this Agreement:                            

(a) Shares. The term "Shares" shall mean all issued and outstanding     
shares of Company Common Stock owned of record or beneficially by           
Stockholder or over which Stockholder exercises voting power, in each case, 
as of the record date for persons entitled (i) to receive notice of, and to 
vote at the meeting of the stockholders of Company called for the purpose   
of voting on the matters referred to in Section 1.2, or (ii) to take action 
by written consent of the stockholders of Company with respect to the       
matters referred to in Section 1.2. Stockholder agrees that any shares of   
capital stock of Company that Stockholder purchases or with respect to      
which Stockholder otherwise acquires beneficial ownership or over which     
Stockholder exercises voting power after the execution of this Agreement    
and prior to the date of termination of this Agreement pursuant to Section  
6 below shall be subject to the terms and conditions of this Agreement to   
the same extent as if they constituted Shares on the date hereof.           

 (b) Subject Securities. The term "Subject Securities" shall mean: (i) all
securities of Company (including all shares of Company Common Stock and all 
options, warrants and other rights to acquire shares of Company Common      
Stock beneficially owned by Stockholder as of the date of this Agreement;   
and (ii) all additional securities of Company (including all additional     
shares of Company Common Stock and all additional options, warrants and     
other rights to acquire shares of Company Common Stock) of which            
Stockholder acquires ownership during the period from the date of this      
Agreement through the earlier of termination of this Agreement pursuant to  
Section 3 below or the record date for the meeting at which stockholders of 
Company are asked to vote upon approval of the Merger Agreement and the     
Merger.                                                                     

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(c) Transfer. Stockholder shall be deemed to have effected a "Transfer" 
of a security if Stockholder directly or indirectly: (i) sells, pledges,    
encumbers, transfers or disposes of, or grants an option with respect to,   
such security or any interest in such security; or (ii) enters into an      
agreement or commitment providing for the sale, pledge, encumbrance,        
transfer or disposition of, or grant of an option with respect to, such     
security or any interest therein.                                           

1.2 Agreement to Vote Shares. Stockholder hereby covenants and agrees that, 
during the period commencing on the date hereof and continuing until the first  
to occur of (i) such date and time as the Merger shall become effective in      
accordance with the terms and provisions of the Merger Agreement (the           
"Effective Time") and (ii) termination of this Agreement in accordance with its 
terms, at any meeting (whether annual or special and whether or not an          
adjourned or postponed meeting) of the stockholders of Company, however called, 
or in connection with any written consent of the stockholders of Company,       
Stockholder will appear at the meeting or otherwise cause the Shares to be      
counted as present thereat for purposes of establishing a quorum and vote or    
consent (or cause to be voted or consented) the Shares:                         

 (1) in favor of the approval and adoption of the Merger Agreement and the
approval of the Merger and the other actions contemplated by the Merger     
Agreement and any actions required in furtherance thereof;                  

(2) against approval of any proposal made in opposition to or in        
competition with the consummation of the Merger, including, without         
limitation, any Acquisition Proposal or Superior Offer (each as defined in  
the Merger Agreement) or any action or agreement that would result in a     
breach in any respect of any covenant, representation or warranty or any    
other obligation or agreement of Company under the Merger Agreement or of   
the Stockholder under this Agreement.                                       

Stockholder further agrees not to enter into any agreement or understanding 
with any person the effect of which would be inconsistent with or violative of  
any provision contained in this Section 1.2.                                    

1.3. Transfer and Other Restrictions. (a) Prior to the termination of this  
Agreement, Stockholder agrees not to, directly or indirectly:                   

 (i) except pursuant to the terms of the Merger Agreement, offer for sale,
Transfer or otherwise dispose of, or enter into any contract, option or     
other arrangement or understanding with respect to or consent to the offer  
for sale Transfer or other disposition of any or all of the Subject         
Securities or any interest therein except as provided in Section 1.2        
hereof;                                                                     

(ii) grant any proxy, power of attorney, deposit any of the Subject     
Securities into a voting trust or enter into a voting agreement or          
arrangement with respect to the Subject Securities except as provided in    
this Agreement; or                                                          

(iii) take any other action that would make any representation or       
warranty of Stockholder contained herein untrue or incorrect or have the    
effect of preventing or disabling Stockholder from performing its           
obligations under this Agreement.                                           

(b) To the extent Stockholder is, as of the date hereof, party to a contract
or agreement that requires Stockholder to Transfer Shares to another person or  
entity (excluding a contract or agreement pledging Shares to Company),          
Stockholder will not effect any such Transfer unless and until the transferee   
agrees to be bound by and executes an agreement in the form of this Agreement   
with respect to the Shares to be Transferred. Nothing herein shall prohibit     
Stockholder from exercising (in accordance with the terms of the option or      
warrant, as applicable) any option or warrant Stockholder may hold; provided    
that the securities acquired upon such exercise shall be deemed Shares.         

1.4 Irrevocable Proxy. Concurrently with the execution of this Agreement,   
Stockholder agrees to deliver to Parent a proxy in the form attached hereto as  
Exhibit I (the "Proxy"), which shall be irrevocable, with respect to the        
Shares, subject to the other terms of this Agreement.                           

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2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER                                

(a) Stockholder is the record and beneficial owner of, or Stockholder       
exercises voting power over, the shares of Company Common Stock indicated on    
the final page of this Agreement, which, on and as of the date hereof, are free 
and clear of any Encumbrances that would adversely affect the ability of        
Stockholder to carry out the terms of this Agreement. The number of Shares set  
forth on the signature pages hereto are the only Shares beneficially owned by   
such Stockholder and, except as set forth on such signature pages, the          
Stockholder holds no options to purchase or rights to subscribe for or          
otherwise acquire any securities of the Company and has no other interest in or 
voting rights with respect to any securities of the Company.                    

(b) Stockholder has the requisite power and authority to enter into this    
Agreement and to consummate the transaction contemplated by this Agreement. The 
execution and delivery of this Agreement by such Stockholder and the            
consummation by such Stockholder of the transactions contemplated by this       
Agreement have been duly authorized by all necessary action. This Agreement has 
been duly executed and delivered by such Stockholder and constitutes a valid    
and binding obligation of such Stockholder, enforceable against such            
Stockholder in accordance with its terms, except (i) as the same may be limited 
by applicable bankruptcy, insolvency, moratorium or similar laws of general     
application relating to or affecting creditors' rights, and (ii) for the        
limitations imposed by general principles of equity. The execution and delivery 
of this Agreement does not, and the consummation of the transactions            
contemplated by this Agreement and compliance with the provisions of this       
Agreement will not, conflict with, or result in any violation of, or default    
(with or without notice or lapse of time, or both) under, or give rise to a     
right of termination, cancellation or acceleration of any obligation which      
would result in the creation of any Encumbrance upon any of the Shares owned by 
such Stockholder under, any provision of applicable law or regulation or of any 
agreement, judgment, injunction, order, decree, or other instrument binding on  
such Stockholder or any Shares owned by such Stockholder. No consent, approval, 
order or authorization of any Governmental Entity is required by or with        
respect to such Stockholder in connection with the execution and delivery of    
this Agreement by such Stockholder or the consummation by such Stockholder of   
the transactions contemplated by this Agreement, except (i) for applicable      
requirements, if any, of the Securities Exchange Act of 1934, as amended, and   
the rules and regulations thereunder, and (ii) where the failure to obtain such 
consents, approvals, orders or authorizations would not prevent or materially   
delay the performance by Stockholder of its obligations under this Agreement.   
If this Agreement is being executed in a representative or fiduciary capacity,  
the person signing this Agreement has full power and authority to enter into    
and perform such Agreement.                                                     

3. TERMINATION                                                                  

This Agreement shall terminate and shall have no further force or effect as 
of the first to occur of (i) the Effective Time and (ii) such date and time as  
the Merger Agreement shall have been validly terminated pursuant to Article VII 
thereof.                                                                        

4. MISCELLANEOUS                                                                

4.1 Severability. If any term, provision, covenant or restriction of this   
Agreement is held by a court of competent jurisdiction to be invalid, void or   
unenforceable, then the remainder of the terms, provisions, covenants and       
restrictions of this Agreement shall remain in full force and effect and shall  
in no way be affected, impaired or invalidated.                                 

4.2 Binding Effect and Assignment. This Agreement and all of the provisions 
hereof shall be binding upon and inure to the benefit of the parties hereto and 
their respective successors and permitted assigns, but, except as otherwise     
specifically provided herein, neither this Agreement nor any of the rights,     
interests or obligations of the parties hereto may be assigned by either of the 
parties without prior written consent of the other. Any purported assignment in 
violation of this Section shall be void.                                        

 4.3 Amendments and Modification. This Agreement may not be modified, amended,
altered or supplemented except upon the execution and delivery of a written     
agreement executed by the parties hereto.                                       

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4.4 Specific Performance; Injunctive Relief. The parties hereto acknowledge 
that Parent will be irreparably harmed and that there will be no adequate       
remedy at law for a violation of any of the covenants or agreements of          
Stockholder set forth herein. Therefore, it is agreed that, in addition to any  
other remedies that may be available to Parent upon any such violation, Parent  
shall have the right to enforce such covenants and agreements by specific       
performance, injunctive relief or by any other means available to Parent at law 
or in equity.                                                                   

4.5 Notices. All notices and other communications hereunder shall be in     
writing and shall be deemed duly given upon delivery either by commercial       
delivery service, or sent via facsimile (receipt confirmed) to the parties at   
the following address or facsimile numbers (or at such other address or         
facsimile numbers for a party as shall be specified by like notice):            

If to Parent:                                                           

Verisign, Inc.                                                        
1350 Charleston Road                                                  
Mountain View, California 94043-1331                                  
Attn: Chief Financial Officer                                         
Facsimile: 650-961-7300                                               

with a copy to:                                                         

Fenwick & West LLP                                                    
Two Palo Alto Square                                                  
Palo Alto, California 94306                                           
Attn: Gordon K. Davidson                                              
Douglas N. Cogen                                        
Facsimile: 650-494-1417                                               

If to Stockholder, to the address for notice set forth on the last page 
hereof.                                                                 

with a copy to:                                                         

SAIC Venture Capital Corporation                                      
3753 Howard Hughes Parkway                                            
Las Vegas, Nevada 89109                                               
Attn: Ira J. Miller                                                   
President                                               

Any party hereto may by notice so given provide and change its address for      
future notices hereunder. Notice shall conclusively be deemed to have been      
given when personally delivered or when deposited in the mail in the manner set 
forth above.                                                                    

4.6 Governing Law. This Agreement shall be governed by and construed        
exclusively in accordance with the laws of the State of Delaware, excluding     
that body of law relating to conflict of laws.                                  

 4.7 Entire Agreement. This Agreement and the Plan constitute and contains the
entire agreement and understanding of the parties with respect to the subject   
matter hereof and supersede any and all prior negotiations, correspondence,     
agreements, understandings, duties or obligations between the parties           
respecting the subject matter hereof.                                           

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

4.9 Captions. The captions to sections of this Agreement have been inserted 
for identification and reference purposes only and shall not be used to         
construe or interpret this Agreement.                                           

*  *  *  *  * 

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In Witness Whereof, the parties hereto have caused this Voting Agreement to 
be executed by their duly authorized respective officers as of the date first   
above written.                                                                  

                  VeriSign, Inc.

                                           /s/ Stratton D. Sclavos
                                         By: _________________________________
             Name:
              Title:

                Stockholder:

                                    SAIC Venture Capital Corporation

                                          /s/ Douglas E. Scott
                                         By: _________________________________
             Name:
              Title:

                                     Stockholder's Address for Notice:

                                     3753 Howard Hughes Parkway, Suite
         200
                           Las Vegas, Nevada 89109
                       Attn: Ira J. Miller
                     President

                                         Outstanding Shares of Company
                    Common
                                       Stock Beneficially Owned by
                        Stockholder:

                                           8,150,000
                                            __________________________________

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                                                                       EXHIBIT I

IRREVOCABLE PROXY 

 The undersigned stockholder (the "Stockholder") of Network Solutions, Inc., a
Delaware corporation (the "Company"), hereby irrevocably appoints and           
constitutes the members of the Board of Directors of VeriSign, Inc., a Delaware 
corporation ("Parent"), and each such Board member (collectively the            
"Proxyholders"), the agents, attorneys and proxies of the undersigned, with     
full power of substitution and resubstitution, to the full extent of the        
undersigned's rights with respect to the shares of capital stock of Company     
which are listed below (the "Shares"), and any and all other shares or          
securities issued or issuable in respect thereof on or after the date hereof    
and prior to the date this proxy terminates, to vote the Shares as follows: the 
agents and proxies named above are empowered at any time prior to termination   
of this proxy to exercise all voting and other rights (including, without       
limitation, the power to execute and deliver written consents with respect to   
the Shares) of the undersigned at every annual, special or adjourned meeting of 
Company stockholders, and in every written consent in lieu of such a meeting,   
or otherwise, (i) in favor of adoption of the Agreement and Plan of Merger (the 
"Merger Agreement") among Parent, Nickel Acquisition Corporation and Company,   
and the approval of the merger of Nickel Acquisition Corporation with and into  
Company (the "Merger"), and (ii) against approval of any proposal made in       
opposition to or in competition with consummation of the Merger, including,     
without limitation, any Acquisition Proposal or Superior Offer (each as defined 
in the Merger Agreement) or any action or agreement that would result in a      
breach in any respect of any covenant, representation or warranty or any other  
obligation or agreement of Company under the Merger Agreement or of the         
Stockholder under the Voting Agreement.                                         

The Proxyholders may not exercise this proxy on any other matter. The       
Stockholder may vote the Shares on all such other matters. The proxy granted by 
the Stockholder to the Proxyholders hereby is granted as of the date of this    
Irrevocable Proxy in order to secure the obligations of the Stockholder set     
forth in Section 1 of the Voting Agreement, and is irrevocable and coupled with 
an interest in such obligations and in the interests in Company to be purchased 
and sold pursuant the Merger Agreement.                                         

This proxy will terminate upon the termination of the Voting Agreement in   
accordance with its terms. Upon the execution hereof, all prior proxies given   
by the undersigned with respect to the Shares and any and all other shares or   
securities issued or issuable in respect thereof on or after the date hereof    
are hereby revoked and no subsequent proxies will be given until such time as   
this proxy shall be terminated in accordance with its terms. Any obligation of  
the undersigned hereunder shall be binding upon the successors and assigns of   
the undersigned. The undersigned stockholder authorizes the Proxyholders to     
file this proxy and any substitution or revocation of substitution with the     
Secretary of the Company and with any Inspector of Elections at any meeting of  
the stockholders of the Company.                                                

 This proxy is irrevocable and shall survive the insolvency, incapacity, death
or liquidation of the undersigned. Dated: March 6, 2000.                        

                                /s/ Douglas E. Scott
                          ----------------------------------------------------
Signature                 

                      Douglas E. Scott, Director, SAIC Venture
 Capital Corporation
                          ----------------------------------------------------
Name (and Title)          

                 Shares of Company Common Stock beneficially
owned:   8,150,000        

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                                                                         ANNEX F

REGISTRATION RIGHTS AGREEMENT 

This Registration Rights Agreement (this "Agreement") is made and entered   
into as of March 6, 2000 (the "Effective Date") by and between VeriSign, Inc.,  
a Delaware corporation ("Parent"), and SAIC Venture Capital Corporation, a      
Nevada corporation (the "Holder"), who immediately prior to the Effective Time  
of the Merger (as defined below) is a stockholder of Network Solutions, Inc., a 
Delaware corporation ("NSI").                                                   

Recitals

 A. Parent, NSI and Nickel Acquisition Corporation ("Merger Sub") have entered
into an Agreement and Plan of Merger (the "Plan") dated as of the date hereof,  
pursuant to which Merger Sub will merge with and into NSI in a reverse          
triangular merger with NSI to be the surviving corporation of the Merger (the   
"Merger"). Capitalized terms used herein and not defined herein shall have the  
meanings given in the Merger Agreement.                                         

B. In connection with the Merger, Parent desires to grant to Holder certain 
registration rights with respect to the shares of the Parent Common Stock that  
are issued to Holder in the Merger (the "Merger Shares"), subject to the terms  
and conditions set forth in this Agreement.                                     

In consideration of the foregoing and the representations, warranties,      
covenants and agreements set forth in this Agreement, the parties agree as      
follows:                                                                        

1. Registration Rights.                                                     

1.1 Definitions. For purposes of this Section 1:                            

(a) Registration. The terms "register," "registered," and "registration"
refer to a registration effected by preparing and filing a registration     
statement in compliance with the Securities Act of 1933, as amended (the    
"Securities Act"), and the declaration or ordering of effectiveness of such 
registration statement.                                                     

(b) Registrable Securities. The term "Registrable Securities" means: (1)
all of the Merger Shares, and (2) any shares of Common Stock of Parent      
issued as a dividend or other distribution with respect to, or in exchange  
for or in replacement of, the Merger Shares; excluding in all cases,        
however, any Registrable Securities sold in a public offering pursuant to a 
registration statement filed with the SEC or sold to the public pursuant to 
Rule 144 promulgated under the Securities Act ("Rule 144") or Rule 145      
under the Securities Act ("Rule 145") or otherwise.                         

(c) Prospectus. The term "Prospectus" shall mean the prospectus included
in any Registration Statement filed pursuant to the provisions hereof       
(including, without limitation, a prospectus that discloses information     
previously omitted from a prospectus filed as part of an effective          
registration statement in reliance upon Rule 430A promulgated under the     
Securities Act), as amended or supplemented by any prospectus supplement    
(including, without limitation, any prospectus supplement with respect to   
the terms of the offering of any portion of the Registrable Securities      
covered by such Registration Statement), and all other amendments and       
supplements to the Prospectus, including post-effective amendments, and all 
material incorporated by reference or deemed to be incorporated by          
reference in such Prospectus.                                               

(d) SEC. The term "SEC" or "Commission" means the U.S. Securities and   
Exchange Commission.                                                        

1.2 Demand Registration.                                                    

(a) Request by Holders. Any time after six months following the date of this
Agreement, if the Parent shall receive a written request from the Holder that   
Parent file a registration statement under the Securities Act                   

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covering the registration of not less than 2,000,000 shares of Registrable      
Securities pursuant to this Section 1.2, then Parent shall, as soon as          
practicable, effect the registration under the Securities Act of all            
Registrable Securities that Holder requests to be registered and included in    
such registration.                                                              

(b) Underwriting. If the Holder intends to distribute the Registrable       
Securities covered by its request by means of an underwriting, then it shall so 
advise the Parent as a part of its request made pursuant to this Section        
1.2(a). The Holder shall enter into an underwriting agreement in customary form 
with the managing underwriter or underwriters selected for such underwriting by 
the Holder, which managing underwriter or underwriters shall be reasonably      
satisfactory to the Parent. Notwithstanding any other provision of this Section 
1.2, if the underwriter(s) advise(s) the Parent in writing that marketing       
factors require a limitation of the number of securities to be underwritten     
then the Parent shall so advise the Holder, and the number of Registrable       
Securities that may be included in the underwriting shall be reduced as         
required by the underwriter(s) and allocated first to the Holder and second to  
the Parent or other stockholders of the Parent; provided, however, that the     
number of shares of Registrable Securities to be included in such underwriting  
and registration shall not be reduced unless all other securities of the Parent 
are first entirely excluded from the underwriting and registration. Any         
Registrable Securities excluded and withdrawn from such underwriting shall be   
withdrawn from the registration.                                                

 (c) Maximum Number of Demand Registrations. The Parent is obligated to effect
only one such registration during any six month period and three (3) such       
registrations in the aggregate pursuant to this Section 1.2.                    

(d) Deferral. Notwithstanding the foregoing, if the Parent shall furnish to 
Holder, a certificate signed by the President or Chief Executive Officer of the 
Parent stating that in the good faith judgment of the Board of Directors of the 
Parent, it would be seriously detrimental to the Parent and its shareholders    
for such registration statement to be filed and it is therefore essential to    
defer the filing of such registration statement, then the Parent shall have the 
right to defer such filing for a period of not more than 60 days after receipt  
of the request of the Holder; provided, however, that the Parent may not        
utilize this right more than once in any twelve month period.                   

(e) Expenses. All expenses incurred in connection with a registration       
pursuant to this Section 1.2, including without limitation all registration and 
qualification fees, printers' and accounting fees, fees and disbursements of    
counsel for the Parent, (but excluding underwriters' discounts and              
commissions), shall be borne by the Parent. The Holder shall bear a             
proportionate share (based on the total number of shares sold in such           
registration for the account of the Holder) of all discounts, commissions or    
other amounts payable to underwriters or brokers in connection with such        
offering and the fees and disbursements of any separate counsel retained by the 
Holder. Notwithstanding the foregoing, the Parent shall not be required to pay  
for any expenses of any registration proceeding begun pursuant to this Section  
1.2 if the registration request is subsequently withdrawn at the request of the 
Holder, unless the Holder agrees to forfeit its right to demand registration    
pursuant to this Section 1.2; provided, further, however, that if at the time   
of such withdrawal, the Holder has learned of a material adverse change in the  
condition, business, or prospects of the Parent not known to the Holder at the  
time of its request for such registration and has withdrawn its request for     
registration with reasonable promptness after learning of such material adverse 
change, then the Holder shall not be required to pay any of such expenses and   
shall retain its rights pursuant to this Section 1.2.                           

 1.3 Piggyback Registrations. The Parent shall notify the Holder in writing at
least thirty days prior to filing any registration statement under the          
Securities Act for purposes of effecting a public offering of securities of the 
Parent (excluding registration statements relating to any employee benefit plan 
or a corporate reorganization) and will afford Holder an opportunity to include 
in such registration statement all or any part of the Registrable Securities    
then held by Holder. Holder shall, within twenty days after receipt of the      
above-described notice from the Parent, so notify the Parent in writing, and in 
such notice shall inform the Parent of the number of Registrable Securities     
Holder wishes to include in such registration statement. If Holder decides not  
to include or does not sell all of its Registrable Securities in any            
registration statement thereafter filed by the Parent, Holder shall             
nevertheless continue to have the right to include any Registrable Securities   
in any                                                                          

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subsequent registration statement or registration statements as may be filed by 
the Parent with respect to offerings of its securities, all upon the terms and  
conditions set forth herein.                                                    

(a) Underwriting. If a registration statement under which the Parent    
gives notice under this Section 1.3 is for an underwritten offering, then   
the Parent shall so advise the Holder. In such event, the right of Holder's 
Registrable Securities to be included in a registration pursuant to this    
Section 1.3 shall be conditioned upon Holder's participation in such        
underwriting and the inclusion of Holder's Registrable Securities in the    
underwriting to the extent provided herein. Holder, when proposing to       
distribute its Registrable Securities through such underwriting shall enter 
into an underwriting agreement in customary form with the managing          
underwriter or underwriter(s) selected for such underwriting.               
Notwithstanding any other provision of this Agreement, if the managing      
underwriter determine(s) in good faith that marketing factors require a     
limitation of the number of shares to be underwritten, then the managing    
underwriter(s) may exclude shares (including Registrable Securities) from   
the registration and the underwriting, and the number of shares that may be 
included in the registration and the underwriting shall be allocated,       
first, to shareholders exercising any demand registration rights, second to 
the Parent, and third, to the Holder. If Holder disapproves of the terms of 
any such underwriting, Holder may elect to withdraw therefrom by written    
notice to the Parent and the underwriter, delivered at least ten (10) days  
prior to the effective date of the registration statement. Any Registrable  
Securities excluded or withdrawn from such underwriting shall be excluded   
and withdrawn from the registration.                                        

(b) Expenses. All expenses incurred in connection with a registration   
pursuant to this Section 1.3 (excluding underwriters' and brokers'          
discounts and commissions), including, without limitation all federal and   
"blue sky" registration and qualification fees, printers' and accounting    
fees, fees and disbursements of counsel for the Parent shall be borne by    
the Parent.                                                                 

1.4 Obligations of the Parent. Whenever required to effect the registration 
of any Registrable Securities under this Agreement, the Parent shall, as        
expeditiously as reasonably possible:                                           

(a) Prepare and file with the SEC a registration statement with respect 
to such Registrable Securities and use reasonable, diligent efforts to      
cause such registration statement to become effective, and, upon the        
request of Holder, keep such registration statement effective for up to     
ninety days.                                                                

 (b) Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such      
registration statement as may be necessary to comply with the provisions of 
the Securities Act with respect to the disposition of all securities        
covered by such registration statement.                                     

(c) Furnish to Holder such number of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the          
Securities Act, and such other documents as they may reasonably request in  
order to facilitate the disposition of the Registrable Securities owned by  
them that are included in such registration.                                

(d) Use reasonable, diligent efforts to register and qualify the        
securities covered by such registration statement under such other          
securities or Blue Sky laws of such jurisdictions as shall be reasonably    
requested by Holder, provided that the Parent shall not be required in      
connection therewith or as a condition thereto to qualify to do business or 
to file a general consent to service of process in any such states or       
jurisdictions.                                                              

(e) In the event of any underwritten public offering, enter into and    
perform its obligations under an underwriting agreement, in usual and       
customary form, with the managing underwriter(s) of such offering. Holder   
participating in such underwriting shall also enter into and perform its    
obligations under such an agreement.                                        

(f) Notify Holder at any time when a prospectus relating to the         
Registrable Securities covered by such registration statement is required   
to be delivered under the Securities Act of the happening of any event as a 
result of which the prospectus included in such registration statement, as  
then in effect, includes an untrue statement of a material fact or omits to 
state a material fact required to be stated therein or necessary to make    
the statements therein not misleading in the light of the circumstances     
then existing.                                                              

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 1.5 Furnish Information. It shall be a condition precedent to the obligations
of the Parent to take any action pursuant to Sections 1.2 or 1.3 that Holder    
shall furnish to the Parent such information regarding itself, the Registrable  
Securities held by it, and the intended method of disposition of such           
securities as shall be required to timely effect the registration of its        
Registrable Securities.                                                         

1.6 Delay of Registration. Holder shall not have any right to obtain or seek
an injunction restraining or otherwise delaying any such registration as the    
result of any controversy that might arise with respect to the interpretation   
or implementation of this Section 1.                                            

1.7 Indemnification. In the event any Registrable Securities are included in
a registration statement under Sections 1.2 or 1.3:                             

(a) By the Parent. To the extent permitted by law, the Parent will      
indemnify and hold harmless Holder, any officer or director of Holder, any  
underwriter (as defined in the Securities Act) for Holder and each person,  
if any, who controls Holder or such underwriter within the meaning of the   
Securities Act or the Securities Exchange Act of 1934, as amended, (the     
"Exchange Act") against any losses, claims, damages, or liabilities (joint  
or several) to which they may become subject under the Securities Act, the  
Exchange Act or other federal or state law, insofar as such losses, claims, 
damages, or liabilities (or actions in respect thereof) arise out of or are 
based upon any of the following statements, omissions or violations         
(collectively, "Violations" and, individually, a "Violation"):              

(1) any untrue statement or alleged untrue statement of a material  
fact contained in such registration statement, including any            
preliminary prospectus or final prospectus contained therein or any     
amendments or supplements thereto;                                      

 (2) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements      
therein not misleading; or                                              

(3) any violation or alleged violation by the Parent of the         
Securities Act or Exchange Act, any U.S. federal or state securities    
law or any rule or regulation promulgated under the Securities Act or   
Exchange Act, or any U.S. federal or state securities law in connection 
with the offering covered by such registration statement.               

and the Parent will reimburse Holder, any officer or director of Holder,    
underwriter or such controlling person for any legal or other expenses      
reasonably incurred by them, as incurred, in connection with investigating  
or defending any such loss, claim, damage, liability or action; provided    
however, that the indemnity agreement contained in this subsection 1.7(a)   
shall not apply to amounts paid in settlement of any such loss, claim,      
damage, liability or action if such settlement is effected without the      
consent of the Parent (which consent shall not be unreasonably withheld),   
nor shall the Parent be liable in any such case for any such loss, claim,   
damage, liability or action to the extent that it arises out of or is based 
upon a Violation which occurs in reliance upon and in conformity with       
written information furnished expressly for use in connection with such     
registration by Holder, such underwriter or controlling person.             

(b) By Holder. To the extent permitted by law, Holder will indemnify and
hold harmless the Parent, each of its directors, each of its officers who   
have signed the registration statement, each person, if any, who controls   
the Parent within the meaning of the Securities Act and any underwriter     
against any losses, claims or liabilities to which such person may become   
subject under the Securities Act, the Exchange Act or other federal or      
state law, insofar as such losses, claims, damages or liabilities (or       
actions in respect thereto) arise out of or are based upon any Violation,   
in each case to the extent (and only to the extent) that such Violation     
occurs in reliance upon and in conformity with written information          
furnished by Holder expressly for use in connection with such registration; 
and Holder will reimburse any legal or other expenses reasonably incurred   
by the Parent or any such director, officer, controlling person or          
underwriter in connection with investigating or defending any such loss,    
claim, damage, liability or action; provided, however, that the indemnity   
agreement contained in this subsection 1.7(b) shall not apply to amounts    
paid in settlement of any such loss, claim, damage, liability or action if  
such settlement is effected without the                                     

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consent of the Holder, which consent shall not be unreasonably withheld;    
and provided further, that the total amounts payable in indemnity by Holder 
under this subsection 1.7(b) in respect of any Violation, together with the 
amount of any damages that such Holder, its directors, officers or any      
person who controls such Holder has otherwise been required to pay by       
reason of such Violation shall not exceed the net proceeds received by such 
Holder in the registered offering out of which such Violation arises.       

(c) Notice. Promptly after receipt by an indemnified party under this   
Section 1.7 of notice of the commencement of any action (including any      
governmental action), such indemnified party will, if a claim in respect    
thereof is to be made against any indemnifying party under this Section     
1.7, deliver to the indemnifying party a written notice of the commencement 
thereof and the indemnifying party shall have the right to participate in,  
and, to the extent the indemnifying party so desires, jointly with any      
other indemnifying party similarly noticed, to assume the defense thereof   
with counsel mutually satisfactory to the parties; provided, however, that  
an indemnified party shall have the right to retain its own counsel, with   
the fees and expenses to be paid by the indemnifying party, if              
representation of such indemnified party by the counsel retained by the     
indemnifying party would be inappropriate due to actual or potential        
conflict of interests between such indemnified party and any other party    
represented by such counsel in such proceeding. The failure to deliver      
written notice to the indemnifying party within a reasonable time of the    
commencement of any such action, if prejudicial to its ability to defend    
such action, shall relieve such indemnifying party of any liability to the  
indemnified party under this Section 1.7, but the omission so to deliver    
written notice to the indemnifying party will not relieve it of any         
liability that it may have to any indemnified party otherwise than under    
this Section 1.7.                                                           

(d) Defect Eliminated in Final Prospectus. The foregoing indemnity      
agreements of the Parent and Holder are subject to the condition that,      
insofar as they relate to any Violation made in a preliminary prospectus    
but eliminated or remedied in the amended prospectus on file with the SEC   
at the time the registration statement in question becomes effective or the 
amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the      
"Final Prospectus"), such indemnity agreement shall not inure to the        
benefit of any person if a copy of the Final Prospectus was furnished to    
the indemnified party and was not furnished to the person asserting the     
loss, liability, claim or damage at or prior to the time such action is     
required by the Securities Act, but only to the extent such failure to      
deliver the Final Prospectus is the fault of the indemnified party or any   
person acting on such indemnified person's behalf.                          

 (e) Contribution. In order to provide for just and equitable contribution
to joint liability under the Securities Act in any case in which either (1) 
Holder or any controlling person of Holder, makes a claim for               
indemnification pursuant to this Section 1.7 but it is judicially           
determined (by the entry of a final judgment or decree by a court of        
competent jurisdiction and the expiration of time to appeal or the denial   
of the last right of appeal) that such indemnification may not be enforced  
in such case notwithstanding the fact that this Section 1.7 provides for    
indemnification in such case, or (2) contribution under the Securities Act  
may be required on the part of Holder or any such officer, director or      
controlling person in circumstances for which indemnification is provided   
under this Section 1.7; then, and in each such case, the Parent and Holder  
will contribute to the aggregate losses, claims, damages or liabilities to  
which they may be subject (after contribution from others) in such          
proportion as is appropriate to reflect the relative faults of the          
indemnifying party, on the one hand, and of the indemnified party, on the   
other hand, in connection with the statements or omissions which resulted   
in such losses, claims, damages, liabilities or judgments, as well as any   
other relevant equitable considerations. The relative fault of the          
indemnifying party, on the one hand, and of the indemnified party, on the   
other hand, shall be determined by reference to, among other things,        
whether the untrue or alleged untrue statement of a material fact relates   
to information supplied by the Parent, on the one hand, or by the Holder,   
on the other, and the parties' relative intent, knowledge, access to        
information and opportunity to correct or prevent such statement or         
omission. The Parent and the Holder agree that it would not be just and     
equitable if contribution pursuant to this Section 1.7(e) were determined   
by pro rata allocation or by any other method of allocation which does not  
take account of the equitable considerations referred to in the immediately 
preceding paragraph. Notwithstanding any other provision in this Section    
1.7, (A) Holder will not be required to contribute any                      

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amount in excess of the public offering price of all such Registrable       
Securities offered and sold by Holder pursuant to such registration         
statement less the amount of any damages which such Holder has otherwise    
been required to pay by reason of such untrue or alleged untrue statement   
or omission or alleged omission; and (B) no person or entity guilty of      
fraudulent misrepresentation (within the meaning of Section 11(f) of the    
Securities Act) will be entitled to contribution from any person or entity  
who was not guilty of such fraudulent misrepresentation.                    

 (f) Survival. The obligations of the Parent and Holder under this Section
1.7 shall survive the completion of any offering of Registrable Securities  
in a registration statement, and otherwise.                                 

1.8 Rule 144 Reporting. With a view to making available the benefits of     
certain rules and regulations of the Commission which may at any time permit    
the sale of the Registrable Securities to the public without registration,      
after such time as a public market exists for the Common Stock of the Parent,   
the Parent agrees to:                                                           

(a) Make and keep public information available, as those terms are      
understood and defined in Rule 144 under the Securities Act, at all times   
after the effective date of the first registration under the Securities Act 
filed by the Parent for an offering of its securities to the general        
public;                                                                     

(b) Use reasonable, diligent efforts to file with the Commission in a   
timely manner all reports and other documents required of the Parent under  
the Securities Act and the Exchange Act (at any time after it has become    
subject to such reporting requirements); and                                

(c) So long as Holder owns any Registrable Securities, to furnish to the
Holder forthwith upon request a written statement by the Parent as to its   
compliance with the reporting requirements of said Rule 144, the Securities 
Act and the Exchange Act, a copy of the most recent annual or quarterly     
report of the Parent, and such other reports and documents of the Parent as 
a Holder may reasonably request in availing itself of any rule or           
regulation of the Commission allowing Holder to sell any such securities    
without registration.                                                       

1.9 Termination of the Parent's Obligations. The Parent shall have no       
obligations pursuant to Sections 1.2 and 1.3 with respect to (a) any request or 
requests for registration made by Holder after March 6, 2005, or (b) any        
Registrable Securities proposed to be sold by Holder in a registration pursuant 
to Section 1.2 or 1.3 if the Parent has delivered a written opinion addressed   
to Holder to the effect that all such Registrable Securities proposed to be     
sold by Holder may be sold in a three-month period without registration under   
the Securities Act pursuant to Rule 144 or Rule 145 without restrictions with   
respect to notice, manner of sale or current public information as provided in  
such Rules.                                                                     

1.10 Termination of NSI Registration Rights. Upon the effectiveness of the  
Merger, all of the Holders rights and NSI's obligations under the Registration  
Rights Agreement between them shall be terminated and shall be of no further    
force or effect.                                                                

2. General Provisions.                                                      

2.1 Notices. All notices and other communications hereunder shall be in     
writing and shall be deemed duly given upon delivery either by commercial       
delivery service, or sent via facsimile (receipt confirmed) to the parties at   
the following address or facsimile numbers (or at such other address or         
facsimile numbers for a party as shall be specified by like notice):            

(a)if to Parent, at:                                                        

VeriSign, Inc.                                                          
1360 Charleston Road                                                    
Mountain View, CA 94043                                                 
Attention: Chief Financial Officer                                      
Facsimile: 650) 961-7300                                                

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with a copy to:                                                         

Fenwick & West LLP                                                      
Two Palo Alto Square                                                    
Palo Alto, CA 94306                                                     
Attention: Gordon K. Davidson                                           
Douglas N. Cogen                                  
Facsimile: (650) 494-1417                                               

(b)If to Holder:                                                            

SAIC Venture Capital Corporation                                        
3753 Howard Hughes Parkway, Suite 200                                   
Las Vegas, Nevada 89109                                                 
Attn: Ira J. Miller                                                     
President                                                 

Any party hereto may by notice so given provide and change its address for      
future notices hereunder. Notice shall conclusively be deemed to have been      
given when personally delivered or when deposited in the mail in the manner set 
forth above.                                                                    

 2.2 Entire Agreement. This Agreement and the Plan constitute and contains the
entire agreement and understanding of the parties with respect to the subject   
matter hereof and supersede any and all prior negotiations, correspondence,     
agreements, understandings, duties or obligations between the parties           
respecting the subject matter hereof.                                           

2.3 Amendment of Rights. Any provision of this Agreement may be amended and 
the observance thereof may be waived (either generally or in a particular       
instance and either retroactively or prospectively), only with the written      
consent of Parent and Holder. Any amendment or waiver effected in accordance    
with this Section 2.3 shall be binding upon Holder and Parent.                  

2.4 Governing Law. This Agreement shall be governed by and construed        
exclusively in accordance with the laws of the State of California, excluding   
that body of law relating to conflict of laws.                                  

2.5 Severability. In the event that any provision of this Agreement or the  
application thereof, becomes or is declared by a court of competent             
jurisdiction to the illegal, void or unenforceable, the remainder of this       
Agreement will continue in full force and effect and the application of such    
provision to other persons or circumstances will be interpreted so as           
reasonably to effect the intent of the parties hereto. The parties further      
agree to replace such void or unenforceable provisions of this Agreement with a 
valid and enforceable provision that will achieve, to the extent possible, the  
economic, business and other purposes of such void or unenforceable provision.  

 2.6 Third Parties. Nothing in this Agreement, express or implied, is intended
to confer upon any person, other than the parties hereto and their successors   
and assigns, any rights or remedies under or by reason of this Agreement.       

2.7 Assignment. No party may assign either this Agreement or any of its     
rights, interests, or obligations hereunder without the prior written consent   
of the other parties hereto. Subject to the preceding sentence, this Agreement  
shall be binding upon and shall inure to the benefit of the parties hereto and  
their respective successors and permitted assigns. Any purported assignment in  
violation of this Section shall be void.                                        

2.8 Captions. The captions to sections of this Agreement have been inserted 
for identification and reference purposes only and shall not be used to         
construe or interpret this Agreement.                                           

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

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2.10 Attorneys' Fees. In the event that any action, suit or other proceeding
is instituted concerning or arising out of this Agreement or any transaction    
contemplated hereunder, the prevailing party shall recover all of such party's  
costs and attorneys' fees incurred in each such action, suit or other           
proceeding, including any and all appeals or petitions therefrom.               

2.11 Legends.                                                               

Holder understands that prior to the effectiveness of the Registration      
Statement certificates or other instruments representing any of the Registrable 
Securities acquired by Holder will bear legends substantially similar to the    
following, in addition to any other legends required by federal or state laws:  

THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR        
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN            
EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT        
OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY          
THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT        
TO RULE 145(d) OF SUCH ACT.                                           

Holder agrees that, in order to ensure and enforce compliance with the      
restrictions imposed by applicable law and those referred to in the foregoing   
legends, or elsewhere herein, Parent may, prior to the effectiveness of the     
Registration Statement issue appropriate "stop transfer" instructions to its    
transfer agent, if any, with respect to any certificate or other instrument     
representing Registrable Securities, or if Parent transfers its own securities, 
that it may make appropriate notations to the same effect in Parent's records.  

2.12 Waiver of Jury Trial. EACH OF COMPANY AND HOLDER HEREBY IRREVOCABLY    
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM     
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO    
THIS AGREEMENT OR THE ACTIONS OF COMPANY OR HOLDER IN THE NEGOTIATION,          
ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.                             
* * * * * 

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IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights 
Agreement to be executed by their duly authorized respective officers as of the 
date first above written.                                                       

                  Verisign, Inc.

                                       /s/ Stratton D. Sclavos
                                         By: _________________________________
             Name:
              Title:

                                    SAIC Venture Capital Corporation

                                        /s/ Douglas E. Scott
                                         By: _________________________________
             Name:
             Title

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                                                                         ANNEX G

CERTIFICATE OF AMENDMENT
OF
THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF VERISIGN, INC. 

VeriSign, Inc., a corporation organized and existing under the General      
Corporation Law of the State of Delaware (the "Corporation"), whose original    
Certificate of Incorporation was filed in the Office of the Secretary of State  
of the State of Delaware on April 12, 1995 under the name of Digital            
Certificates International, Inc., subsequently amended on April 18, 1995 and    
July 7, 1995, subsequently amended and restated on February 15, 1996,           
subsequently amended on August 22, 1996, subsequently amended and restated on   
November 14, 1996, subsequently amended on November 18, 1997 and January 27,    
1998, subsequently amended and restated on February 4, 1998, and subsequently   
amended on May 27, 1999, does hereby certify:                                   

A resolution amending the Corporation's Third Amended and Restated          
Certificate of Incorporation was approved by the Corporation's Board of         
Directors and Stockholders, and that such amendment was adopted in accordance   
with the provisions of Section 242 of the Delaware General Corporation Law:     

Paragraph A of Article Four is hereby amended in its entirety to read as    
follows:                                                                        

FOUR: A. The Corporation is authorized to issue two classes of stock to be  
     designated, respectively, "Common Stock" and "Preferred Stock."
       The total number of shares which the Corporation is authorized to
    issue is One Billion, Five Million (1,005,000,000) shares. One
      Billion (1,000,000,000) shares shall be Common Stock, $0.001 par
   value per share, and Five Million (5,000,000) shares shall be
Preferred Stock, $0.001 par value per share.              

IN WITNESS WHEREOF, VeriSign, Inc. has caused this Certificate to be signed 
and attested by its duly authorized officers this    day of       2000.         

                  Verisign, Inc.

                                         By __________________________________
                                         Stratton Sclavos, President

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                                                                         ANNEX H

AMENDMENT TO

AMENDED AND RESTATED

BYLAWS OF 

VERISIGN, INC.

The following sets forth an Amendment to the Amended and Restated Bylaws of 
VeriSign, Inc., a Delaware corporation (the "Company").                         

1. Article II, Section 2 is hereby amended, pursuant to resolutions adopted 
by Written Consent of the Board of Directors of the Company with the approval   
of a majority of the outstanding capital stock of the Company entitled to vote, 
in its entirety, to read as follows:                                            

"Section 2: Number of Directors. The Board  
of Directors shall consist of one or more   
members. Commencing      , 2000 [effective  
date of the merger], the number of          
directors shall be no less than six (6)     
and no more than nine (9), the number       
thereof to be fixed from time to time by    
resolution of the Board of Directors;       
provided that any increase in the actual    
number of directors to a total of more      
than nine (9) before    * will require the  
affirmative vote of eighty percent (80%)    
of the directors then in office.            

 IN WITNESS WHEREOF, the undersigned has hereto subscribed his name this   day
of      , 2000.                                                                 

                                         _____________________________________
                                          Timothy Tomlinson, Secretary

* Date of the third anniversary of the effectiveness of the merger with Network 
Solutions.                                                                  

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Network Solutions, Inc. 
505 Huntmar Park Drive
Herndon, Virginia 20170 

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

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

The undersigned hereby appoints James P. Rutt and Robert J. Korzeniewski, as
proxies, each with full powers of substitution, and hereby authorizes them to   
represent and to vote, as designated below, all shares of Common Stock, $0.001  
par value, of Network Solutions, Inc. (the "Company") held of record by the     
undersigned on         , 2000, at the Special Meeting of Stockholders of the    
Company (the "Meeting") to be held on         , 2000, and at any continuations  
or adjournments thereof.                                                        

This Proxy, when properly executed and returned in a timely manner, will be 
voted at the Meeting and any adjournments thereof in the manner described       
herein. If no contrary indication is made, the proxy will be voted FOR Proposal 
1 and in accordance with the judgment of the persons named as proxies herein on 
any other matters that may properly come before the Meeting.                    

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. 

CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE

                                                        SEE REVERSE SIDE

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                                                                [Download Table]
                    
[X] Please mark     
    votes as in this
    example.        

The Board of Directors recommends that you vote FOR Proposal 1.             

                                                                [Download Table]
                                                                              
1.  Proposal to approve the merger of Nickel             FOR  AGAINST  ABSTAIN
    Acquisition Corporation, a wholly owned subsidiary   [ ]    [ ]      [ ]  
    of VeriSign, Inc., with and into Network                                  
    Solutions, Inc. and to approve and adopt the                              
    merger agreement with VeriSign relating to the                            
    proposed merger, in which VeriSign will issue                             
    1.075 shares of common stock for each share of                            
    outstanding Network Solutions common stock.                               

In accordance with their judgment, the proxies are authorized to vote upon  
such other matters as may properly come before the Special Meeting or any   
adjournment thereof.                                                        

This Proxy must be signed exactly as your name appears hereon. If more than 
one name appears, all persons so designated should sign. Attorneys, executors,  
administrators, trustees and guardians should indicate their capacities. If the 
signer is a corporation, please print full corporate name and indicate capacity 
of duly authorized officer executing on behalf of the corporation. If the       
signer is a partnership, please print full partnership name and indicate        
capacity of duly authorized person executing on behalf of the partnership.      

Signature:                                            Date:                 
, 2000                                  

Signature:                                            Date:                 
, 2000                                  

(Reverse Side)

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN 
THIS PROXY CARD AND RETURN IT PRIOR TO THE MEETING IN THE ENCLOSED ENVELOPE.

Dates Referenced Herein   and   Documents Incorporated by Reference

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