Form 1023 (Appendix 20)

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This Sublease is made as of the 1st day of January, 1999 by and between the University of Southern California, a California non-profit corporation (hereinafter referred to as "Sublessor"), and Internet Corporation for Assigned Names and Numbers, a California non-profit corporation (hereinafter referred to as "Sublesse"), with regard to the following facts.

A. Sublessor is the tenant under that certain lease dated January 27, 1994 by and between Sublessor and Marina Airport Buildings, Ltd., a California limited partnership (hereinafter referred to as "Landlord"), as amended to the date hereof (collectively, the "Master Lease"), a copy of which Master Lease is attached hereto as Exhibit A and by this reference made a part hereof, covering certain portions of the building (the "Premises") located at 4676 Admiralty Way, Marina Del Rey, California (the "Building"), as more particularly described in the Master Lease.

B. Sublessee desires to sublease that portion of the Premises from Sublessor located on the 3rd Floor of the Building shown on Exhibit B hereto consisting of approximately 1,364 rentable square feet and 1,223 usable square feet, and shall be known as Suite 330 (which is a portion of Suite 350 as referenced in ADDENDUM NO. 9 of the Master Lease) and is hereinafter referred to as the "Sublet Premises", and Sublessor has agreed to sublease the Sublet Premises to Sublessee upon the terms, covenants and conditions herein set forth.

In consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Sublease. Sublessor hereby subleases and demises to Sublessee and Sublessee hereby hires and takes from Sublessor the Sublet Premises.

2. Term. The term of this Sublease shall commence upon the substantial completion of the tenant improvements described in Section 5 below and shall end, unless sooner terminated as provided herein or in the Master Lease, on September 29, 2003.

3. Base Rent. Sublessee shall pay base monthly rent during the term of this Sublease in the amount of $2,250.60 (which is equal to $1.65 per rentable square foot), payable monthly in advance on the first day of each month. In the event that the term of this Sublease shall begin or end on a date which is not the first day of a month, base rent shall be prorated as of such date. Concurrent with Sublessee's execution of this Sublease, Sublessee shall deliver to Sublessor the first month's base rent payable hereunder in the amount of $2,250.60.

4. Additional Rent. Sublessee shall pay to Sublessor, on demand, as additional rent hereunder, Sublessee's proportionate share of the amounts payable by Sublessor pursuant to Articles 4, 5 and 6 of the Master Lease.

5. Tenant Improvements.

5.1 Sublessor will, at its cost, construct the tenant improvements in the Sublet Premises. If the actual cost of the tenant improvements exceeds $25.00 per usable square foot (including, without limitation, any architectural and engineering costs incurred in connection therewith) Sublessee shall pay such excess to Sublessor over the term of this Sublease with interest at 8% per annum in equal monthly installments concurrently with its payment of base monthly rent. The balance, if any, of such excess, together with all accrued interest, shall be paid by Sublessee immediately upon expiration of this Sublease.

5.2 In the event this Sublease is terminated by Sublessee before commencement of its term (see Section 17.3 below), Sublessee shall, within thirty (30) days after receiving an invoice from Sublessor therefor, reimburse Sublessor for Sublessor's full costs in constructing such tenant improvements. In the event Sublessee terminates this Sublease on or after the commencement of its term (see Section 17.3 below), or Sublessor terminates this Sublease for Sublessee's breach of a material obligation (see Section 17.2 below); then Sublessee shall pay to Sublessor immediately upon termination an amount equal to the product of Sublessor's full costs in constructing tenant improvements multiplied by the percentage of this Sublease's original term that is after the termination date.

6. Use. Sublessee covenants and agrees to use the Premises for the activity of providing central coordinating functions for the Internet and for no other purpose and otherwise in accordance with the terms and conditions of the Master Lease and this Sublease.

7. Master Lease. As applied to this Sublease, the words "Landlord" and "Tenant" as used in the Master Lease shall be deemed to refer to the Sublessor and Sublessee hereunder, respectively. Sublessee and this Sublease shall be subject and subordinate to the terms of, and the rights of Landlord under, the Master Lease. Except as otherwise expressly provided in this Sublease, the covenants, agreements, terms, provisions and conditions of the Master Lease insofar as they relate to the Sublet Premises and insofar as they are not inconsistent with the terms of this Sublease are made a part of and incorporated into this Sublease as if recited herein in full, and the rights and obligations of the Landlord and the Tenant under the Master Lease shall be deemed the rights and obligations of the Sublessor and Sublessee respectively hereunder and shall be binding upon and inure to the benefit of Sublessor and Sublessee respectively. As between the parties hereto only, in the event of a conflict between the terms of the Master Lease and the terms of this Sublease, the terms of this Sublease shall control.

8. Landlord's Performance Under Master Lease.

8.1 Sublessee recognizes that Sublessor is not in a position to render any of the services or to perform any of the obligations required of Sublessor by the terms of this Sublease. Therefore, notwithstanding anything to the contrary contained in this Sublease, Sublessee agrees that performance by Sublessor of its obligations hereunder are conditional upon due performance by Landlord of its corresponding obligations under the Master Lease and Sublessor shall not be liable to Sublessee for any default of the Landlord under the Master Lease. Sublessee shall not have any claim against Sublessor by reason of Landlord's failure or refusal to comply with any of the provisions of the Master Lease unless such failure or refusal to comply with any of the provisions of the Master Lease is a result of Sublessor's act or failure to act. This Sublease shall remain in full force and effect notwithstanding Landlord's failure c- refusal to comply with any such provisions of the Master Lease and Sublessee shall pay the base monthly rent and all other charges provided for herein without any abatement or deduction whatsoever. Sublessee covenants and warrants that it fully understands and agrees to be subject to and bound by all of the covenants, agreements, terms, provisions and conditions of the Master Lease, except as modified herein. Furthermore, Sublessee and Sublessor further covenant not to take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Tenant thereunder.

8.2 Whenever the consent of Landlord shall be required by, or Landlord shall fail to perform its obligations under, the Master Lease, Sublessor agrees to use commercially reasonable efforts to obtain, at Sublessee's sole cost and expense, such consent and/or performance on behalf of Sublessee.

8.3 Sublessor represents and warrants to Sublessee that the Master Lease is in full force and effect, all obligations of both Landlord and Sublessor thereunder (accrued through the date hereof) have, to Sublessor's knowledge, been satisfied and Sublessor has neither given nor received a notice of default pursuant to the Master Lease.

9. Variations from Master Lease. The following covenants, agreements, terms, provisions and conditions of the Master Lease are hereby modified or not incorporated herein.

9.1 Upon payment by Sublessee to Sublessor concurrently with its payment of base monthly rent, Sublessee shall be entitled to park up to 10 cars in the parking facility servicing the Building during the entire term of this Sublease on an unreserved basis at the same rates payable by Sublessor pursuant to the Master Lease. Sublessor shall provide parking key cards to Sublessee and shall make parking validations available to Sublessee at the same rates provided to Sublessor.

9.2 In connection with this Sublease, Sublessor represents and warrants to Sublessee that it has not dealt with any broker or finder, and Sublessee represents and warrants to Sublessor that it has not dealt with any broker or finder in connection herewith. Accordingly, each party agrees to indemnify, hold and save the other party harmless from and against any and all claims for brokerage commissions or finder's fees arising out of either of their acts in connection with this Sublease. The provisions of this Section 9.2 shall survive the expiration or earlier termination of this Sublease.

9.3 Notwithstanding anything contained in the Master Lease to the contrary, as between Sublessor and Sublessee only, all insurance proceeds or condemnation awards received by Sublessor under the Master Lease shall be deemed to be the property of Sublessor.

9.4 Any notice which may or shall be given by either party hereunder shall be either delivered personally or sent by certified mail, return receipt requested, addressed to Chief Operating Officer at the Sublet Premises (if to Sublessee), or to USC/ISI, 4676 Admirality Way, Marina Del Rey, California 90292/Attn: Operations Manager (if to Sublessor), or to such other address as may have been designated in a notice given in accordance with the provisions of this Section 9.4.

9.5 All amounts payable hereunder by Sublessee shall be payable directly to Sublessor.

9.6 The following provisions of the Master Lease shall not apply to this Sublease: Subparagraphs a, b, c, d, e, f, g, h, i, k and 1 of Article 1; Article 2; Sections 3.10, 3.11 and 3.12, Section 10.3, Sections 11.5, 11.6 and 11.7; Article 17; Article 36; Article 37; Article 38; Article 39; Article 40; Article 41; Article 42; Article 44; Article 45; Exhibits "A", "E", and "F"; and any amendments thereto.

9.7 Sublessee shall not be required to remove any improvements located in the Premises upon the expiration of the term hereof.

10. Indemnity. Sublessee hereby agrees to indemnify and hold Sublessor harmless from and against any and all claims, losses and damages, including, without limitation, reasonable attorney's fees and disbursements, which may at any time be asserted against Sublessor by (a) Landlord for failure of Sublessee to perform any of the covenants, agreements, teens, provisions or conditions contained in the Master Lease which by reason of the provisions of this Sublease Sublessee is obligated to perform, or (b) any person by reason of Sublessee's use and/or occupancy of the Sublet Premises or the Building. The provisions of this Section 10 shall survive the expiration or earlier termination of the Master Lease and/or this Sublease.

11. Cancellation of Master Lease. In the event of the termination of the Master Lease for any reason whatsoever or of the involuntary surrender of the Master Lease by operation for of law prior to the expiration date of this Sublease, Sublessee shall immediately vacate the Sublet Premises.

12. Assignment or Subletting. Sublessee shall-have no right to assign this Sublease or to sublet all or any portion of the Sublet Premises.

13. Severability. If any term or provision of this Sublease or the application thereof to any person or circumstances shall, to any extent, be invalid and unenforceable, the remainder of this Sublease or. the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term or provision of this Sublease shall be valid and enforced to the fullest extent permitted by law.

14. Entire Agreement; Waiver. This Sublease contains the entire agreement between the parties hereto and shall be binding upon and inure to the benefit of their respective heirs, representatives, successors and permitted assigns. Any agreement hereinafter made shall be ineffective to change, modify, waive, release, discharge, terminate or effect an abandonment hereof, in whole or in part, unless such agreement is in writing and signed by the parties hereto.

15. Governing Law. This Sublease shall be governed by and in all respects construed in accordance with the internal laws of the State of California.

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

17. Termination Rights.

17.1 Sublessor shall have the right to terminate this Sublease upon six months' written notice to the Sublessee.

17.2 Sublessor shall also have the right to terminate this Sublease in the event Sublessee fails to cure any breach of a material obligation under this Sublease within thirty (30) days after receipt of written notice thereof from Sublessor or, if more than thirty (30) days are required to cure such breach, if Sublessee fails to commence a cure within such thirty (30) days period and to complete such cure within a reasonable time thereafter.

17.3 Sublessee shall have the right to terminate this Sublease by giving written notice to the Sublessor. In the event Sublessee gives notice of termination before the commencement of the term of this Sublease such termination shall occur immediately; otherwise such termination shall occur six months after notice is given.

IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be executed as of the day and year first above written.