AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1998
REGISTRATION NO.As filed with the Securities and Exchange Commission on March 10, 1999
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549

---------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

---------------
INFOSPACE.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)(Exact name of registrant as specified in its charter)

DELAWAREDelaware 7375 91-1718107
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)

15375 -- 90TH AVENUE N.E. REDMOND, WASHINGTON90th Street
Redmond, Washington 98052
(425) 882-1602
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

---------------
NAVEEN JAIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INFOSPACE.COM, INC.Chief Executive Officer
InfoSpace.com, Inc.
15375 -- 90TH AVENUE N.E. REDMOND, WASHINGTON90th Street
Redmond, Washington 98052
(425) 882-1602
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

---------------
Copies to:

STEPHEN M. GRAHAM BARRY E. TAYLOR RICHARDGREGORY C. SOHNSMITH
PATRICK J. SCHULTHEIS S. PAUL SASSALOSKATY MOTIEY
CRAIG D. NORRIS PERKINS COIE LLPDEVANG SHAH
BENJAMIN L. CHUN 1201 THIRD AVENUE, 40TH FLOOR WILSON SONSINI GOODRICHSkadden, Arps, Slate, Meagher & ROSATI
SEATTLE, WASHINGTON 98101-3099 PROFESSIONAL CORPORATION
(206) 583-8888Flom LLP
Wilson Sonsini Goodrich & Rosati 525 University Avenue, Suite 220
Professional Corporation Palo Alto, California 94301
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIAPage Mill Road (650) 470-4500
Palo Alto, California 94304
(650) 493-9300

---------------
Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

---------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Proposed Proposed
Title of each Class of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price Fee
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------

PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING PRICE AMOUNT OF
SECURITIES TO BE REGISTERED (1) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Common Stock, $0.0001 par value
$.0001 per share...... $57,500,000 $16,963
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------3,220,000 shares $59.125 $190,382,500 $52,927

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Includes 420,000 shares that may be purchased by the underwriters to
cover over-allotments, if any.
(2) Estimated solely for the purposepurposes of calculatingcomputing the registration fee pursuant
to Rule 457 under the Securities Act based on the average high and low
trading price for the common stock on March 5, 1999.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Rule 457(o).

---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTIONSection 8(a) OF THE SECURITIES ACT OFof the Securities Act of 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTIONor until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), MAY DETERMINE.may determine.

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

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN+THE INFORMATION IN THIS PROSPECTUS IS SUBJECT TO COMPLETION OR AMENDMENT. ANOT COMPLETE AND MAY BE CHANGED. +
+REGISTRATION STATEMENT RELATING TO+UNDERWRITERS MAY NOT CONFIRM SALES OF THESE SECURITIES HAS BEENUNTIL THE REGISTRATION +
+STATEMENT FILED WITH THE +
+SECURITIESSECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAYCOMMISSION BECOMES +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE.+EFFECTIVE. THIS PROSPECTUS SHALLIS NOT CONSTITUTE AN OFFER TO SELL ORTHESE SECURITIES, AND WE +
+THE SOLICITATION OF AN OFFER+ARE NOT SOLICITING OFFERS TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIESSECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATIONWHERE THE +
+OFFER OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE.IS NOT PERMITTED. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED AUGUST 27, 1998MARCH 10, 1999

PROSPECTUS

SHARES2,800,000 Shares

[LOGO OF INFOSPACE.COM, INC.]INFOSPACE.COM]

COMMON STOCK

AllInfoSpace.com is selling 1,500,000 shares in this offering, and the selling
stockholders identified in this prospectus are selling 1,300,000 shares in this
offering. InfoSpace.com will not receive any of the sharesproceeds from the sale of
Common Stock offered hereby are being soldshares by the Company. Prior to this offering, there has been no public market for the
Common Stock of the Company. Itselling stockholders. InfoSpace.com's common stock is currently estimated that the initial public
offering price will be between $ and $ per share. See "Underwriting" for
a discussion of the factors to be considered in determining the initial public
offering price. The Company has applied to have the Common Stock approved for
quotationtraded on
the Nasdaq National Market under the symbol INSP.

--------"INSP." On March 8, 1999, the last
reported sale price for the common stock on the Nasdaq National Market was
$61.00 per share. See "Price Range of Common Stock."

---------

PER SHARE TOTAL
--------- -----

Public offering price........................................... $ $
Underwriting discounts and commissions.......................... $ $
Proceeds, before expenses, to InfoSpace.com..................... $ $
Proceeds, before expenses, to the selling stockholders ......... $ $

InfoSpace.com and a selling stockholder have granted the underwriters an
option for a period of 30 days to purchase up to 420,000 additional shares of
common stock.

The underwriters are severally underwriting the shares being offered. The
underwriters expect to deliver the shares against payment in New York, New York
on , 1999.

---------

INVESTING IN THE SHARES OFFERED HEREBY INVOLVECOMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCINGBEGINNING ON PAGE 5.

--------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY6.

---------

THE SECURITIES AND EXCHANGE COMMISSION OR ANYAND STATE SECURITIES COMMISSION NOR HAS THEREGULATORS HAVE
NOT APPROVED OR DISAPPROVED OF THESE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACYDETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR ADEQUACY OF THIS PROSPECTUS.COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1) COMPANY (2)

Per Share.............................. $ $ $
- ------------------------------------------------------------------------------------------------
Total (3).............................. $ $ $
================================================================================================

(1) See "Underwriting" for indemnification arrangements with the several
Underwriters.

(2) Before deducting expenses payable by the Company estimated at $1,100,000.

(3) The Company has granted to the Underwriters a 30-day option to purchase up
to additional shares of Common Stock solely to cover over-
allotments, if any. If all shares are purchased, the total Price to Public,
Underwriting Discount and Proceeds to Company will be $ ,
$ and $ , respectively. See "Underwriting."

--------

The shares of Common Stock are offered by the several Underwriters subject to
prior sale, receipt and acceptance by them and subject to the right of the
Underwriters to reject any order in whole or in part and certain other
conditions. It is expected that certificates for such shares will be available
for delivery on or about , 1998, at the office of the agent of
Hambrecht & Quist LLC in New York, New York.

HAMBRECHT & QUIST

NATIONSBANC MONTGOMERY SECURITIES LLCBANCBOSTON ROBERTSON STEPHENS

DAIN RAUSCHER WESSELS
A DIVISION OF DAIN RAUSCHER INCORPORATEDa division of Dain Rauscher Incorporated

THOMAS WEISEL PARTNERS LLC

, 19981999

INSIDE FRONT COVER

[ARTWORK]

Enabling Real World Content Services for the Internet of Today and Tomorrow

InfoSpace.com has developed an extensiveprovides its content and commerce solutions to a network of over 100 affiliates.Web
sites and Internet appliances. Our affiliate network consists of more than
1,500 Web sites.

[Circle containing the Company's logo surrounded by logos of the Company's
affiliates and photos of alternative Internet access devices]

TABLE OF CONTENTS

Page
----

Prospectus Summary................................................... 4
Risk Factors......................................................... 6
Forward-looking Statements........................................... 21
Use of Proceeds...................................................... 22
Dividend Policy...................................................... 22
Price Range of Common Stock.......................................... 22
Capitalization....................................................... 23
Dilution............................................................. 24
Selected Consolidated Financial Data................................. 25
Management's Discussion and Analysis of
Financial Condition and Results of Operations....................... 26
Business............................................................. 42
Management........................................................... 62
Certain Transactions................................................. 68
Principal and Selling Stockholders................................... 70
Description of Capital Stock......................................... 72
Shares Eligible for Future Sale...................................... 76
Underwriting......................................................... 78
Legal Matters........................................................ 80
Experts.............................................................. 80
Additional Information............................................... 80
Index to Financial Statements........................................ F-1

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

We began operations in March 1996 as a Washington corporation and were
incorporated in Delaware in April 1996, at which time the operations of our
Washington corporation predecessor were transferred to the Delaware
corporation. As used in this prospectus, references to "we," "our," "us" and
"InfoSpace.com" refer to InfoSpace.com, providesInc., its content servicespredecessors and its
consolidated subsidiaries and not to the underwriters or the selling
stockholders.

We maintain a World Wide Web site at www.infospace.com. Information contained
on our Web site does not constitute part of this prospectus.

We have applied for federal registration of the marks "InfoSpace,"
"InfoSpace.com" and our logo. This prospectus also includes product names,
tradenames and trademarks of other companies.

Except as otherwise noted, all information in this prospectus assumes no
exercise of the underwriters' over-allotment option and gives effect to a networkone-
for-two reverse stock split of existingour outstanding common stock consummated in
August 1998.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and emerging Internet portals, destinationdoes not contain all the information you
should consider before buying shares in this offering. You should read the
entire prospectus carefully.

InfoSpace.com, Inc.

InfoSpace.com is a leading provider of private label solutions for content
and commerce to Web sites and suppliersInternet appliances. Our affiliate network
consists of PCs and other
emerging Internet access devices. The Company has agreements with more than 100 affiliates covering more than 8001,500 Web sites. GATEFOLD

PROVIDING CONTENT SERVICES FOR THE INTERNET

AGGREGATION

InfoSpace.com has acquired the rights to a wide range ofOur affiliates include AOL, Netscape,
Microsoft, Lycos, MetaCrawler, Dow Jones (The Wall Street Journal Interactive
Edition), ABC LocalNet and CBS's affiliated TV stations. We focus on real-world
content, from more
than 75 third-party content providers. The Company focuses on content with
broad appeal, such as yellow pages and white pages, maps, classified advertisements,
real-time stock quotes, information on local businesses and
events, weather forecasts and horoscopes.

[InfoSpace.com web screen displaying content from third-party content
providers, and various provider logos]

INTEGRATION

The cornerstone of the Company's content is its nationwide yellow pages and
white pages directory information. Using its proprietary technology, the
Company integrates this directory information with other value-added content
to create "The Ultimate Guide" to find people, places and things in the real
world.

[Several InfoSpace.com web screens displaying integrated information,
including maps, lists of hotels and restaurants, city information and
information on an individual or business]

SYNDICATION

The Company has agreements with more than 100 affiliates covering more than
800 Web site. InfoSpace.com content services provide affiliates with content
that helps to increase the convenience, relevance and enjoyment of their
users' visits, thereby promoting increased traffic and repeat usage.

[Three affiliate web screens displaying content provided by InfoSpace.com, and
various affiliate logos]

The Company's technology has been designed to support affiliates across
multiple platforms and formats, including the growing number of emerging
Internet access devices such as cellular phones, pagers, screen phones,
television set-top boxes, online kiosks and personal digital assistants.

[Photos of various alternative Internet access devices]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING BY ENTERING STABILIZING BIDS, EFFECTING SYNDICATE COVERING
TRANSACTIONS OR IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "UNDERWRITING."

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements and Notes thereto
appearing elsewhere in this Prospectus. The Common Stock offered hereby
involves a high degree of risk. See "Risk Factors."

THE COMPANY

InfoSpace.com is a leading aggregator and integrator of content services that
it syndicates to a broad network of affiliates, including existing and emerging
Internet portals, destination sites and suppliers of PCs and other Internet
access devices, such as cellular phones, pagers, screen phones, television set-
top boxes, online kiosks and personal digital assistants. The Company focuses
on content with broad appeal, such as yellow pages and white pages, maps,
classified advertisements, real-time stock quotes,sports, information on local businesses and events,
weather forecasts and horoscopes. By aggregating content from multiple sources
and integrating it with related content to increase its
usefulness, the Company serves as a single source of value-added content. The
Company's affiliates include AOL, Netscape, Microsoft, Lycos, MetaCrawler,
Playboy, Dow Jones (The Wall Street Journal Interactive Edition), ABC LocalNet
and CBS's affiliated TV stations. The Company's services provide affiliates
with content that helpsusing our proprietary technology, we
help to increase the convenience, relevance and enjoyment of theirour affiliate
users' visits, thereby promoting increased traffic and repeat usage. This, in
turn, provides enhanced advertising and electronic commerce revenue
opportunities to affiliates with minimal additional investment. By leveraging
the Company'sour content relationships and technology, affiliates are free to focus on their
core competencies.

The Company hasWe have acquired the rights to a wide range of content from more than 7560
third-party content providers. The cornerstone of the Company'sour content servicessolution is itsour
nationwide yellow pages and white pages directory information. Using itsour
proprietary technology, the Company integrateswe integrate this directory information with other
value-added content to create "The Ultimate Guide" tohelp users find people, places and things in the real
world. As an example of the power of the Company'sour contextual integration, a salesperson
using the Company'sour content and commerce services can, from the results of a single
query, find the name and address of a new customer, obtain directions to his or
her office, check the weather forecast and, typically, make an online
reservation at the nearest hotel, browse the menu of a nearby restaurant and
review a schedule of entertainment events for the locale.

The Company'sWe design our content and commerce services are designed to be highly flexible and
customizable, enabling affiliates to select from among the Company'sour broad range of
content services only those desired.and commerce services. One of the Company'sour principal strengths is itsour internally
developed technology, which enables itus to easily and rapidly add new affiliates
by employing a distributed, scalable architecture adapted specifically for itsour
Internet-based content and commerce services. The
Company helps itsWe help our affiliates build and
maintain their brands by delivering content with the look and feel and
navigation features specific to each affiliate, creating the impression to end
users that they have not left the affiliate's site. The Company'sWe have designed our
technology has been designed to support affiliates across multiple platforms and formats,
including the growing number of emerging Internet access devices. The Company's affiliate relationshipsappliances. We typically
provide for revenue sharing fromshare advertising sold by the Company andrevenues with the affiliates whose sites incorporate the Company'sour
content where advertisements are placed.

InfoSpace.com derivesWe derive substantially all of itsour revenues from national and local
advertising, promotions, including content and local Internet yellow pages advertising.commerce promotions, and, to a
lesser extent, non-advertising based private label solutions. Through itsour
direct sales force, the Company offerswe offer a variety of national advertising and promotions
that enable advertisers to access both broad and targeted audiences. The CompanyWe also
sellssell local Internet yellow pages advertising through cooperative sales
relationships with established independent yellow pages publishers, media
companies and direct marketing companies. The Company
believesWe believe that these relationships
provide the Companyus access to local sales expertise and customer relationships that give
itus an advantage over competitors while minimizing the Company's investment in itsour own sales infrastructure.

3infrastructure
investment.

Our executive offices are located at 15375 N.E. 90th Street, Redmond,
Washington 98052, and our telephone number is (425) 882-1602.

THE OFFERINGThe Offering

The following information is based on 21,141,802 shares outstanding on
December 31, 1998. This number excludes 2,649,740 shares of common stock
issuable upon exercise of stock options outstanding on December 31, 1998 at a
weighted average exercise price of $7.45 per share and 559,014 shares of common
stock reserved for future issuance under our stock option plan and employee
stock purchase plan. This number also excludes 3,531,719 shares of common stock
issuable upon exercise of warrants outstanding on December 31, 1998 at a
weighted average exercise price of $6.79 per share.

Common Stock offered by InfoSpace.com........... 1,500,000 shares
Common Stock offered by the Company.............selling
stockholders................................... 1,300,000 shares
Common Stock to be outstanding after this
offering....................................... 22,641,802 shares (1)
Use of proceeds................................. For working capital and other general corporate
purposes.
Proposed Nasdaq National Market symbol..........symbol................... INSP

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

PERIOD FROM
MARCH 1, 1996
(INCEPTION) SIX MONTHS
TO YEAR ENDED ENDED JUNE 30,
DECEMBER 31, DECEMBER 31, ---------------
1996 1997 1997 1998
------------- ------------ ------ -------

CONSOLIDATED STATEMENTS OF
OPERATIONS DATA:
Revenues......................... $ 199 $1,685 $ 466 $ 2,855
Total operating expenses (2)..... 504 2,056 654 6,894
Loss from operations (2)......... (402) (718) (319) (4,582)
Net loss......................... $ (381) $ (697) $ (306) $(4,539)
Basic and diluted net loss per
share (3)....................... $(0.04) $(0.06) $(0.03) $ (0.39)
Shares used in computing basic
and diluted net loss per share
calculations (3)................ 9,280 10,998 10,986 11,572

AT JUNE 30, 1998
-----------------------
ACTUAL AS ADJUSTED (4)
------- ---------------

CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents............................. $ 5,775 $
Working capital....................................... 5,803
Total assets.......................................... 10,505
Total stockholders' equity............................ 9,540

- --------------------
(1) Based on shares outstanding at August 15, 1998. Excludes (i) 1,745,124
shares of Common Stock issuable upon exercise of outstanding options at a
weighted average exercise price of $1.90Summary Consolidated Financial Data
(in thousands, except per share (ii) 2,541,803 shares
of Common Stock issuable upon exercise of outstanding warrants at a
weighted average exercise price of $4.77 per share, (iii) 1,045,500 shares
of Common Stock reserved for future issuance under the Company's Restated
1996 Flexible Stock Incentive Plan (the "1996 Plan"), (iv) an additional
500,000 shares of Common Stock reserved for future issuance under the 1996
Plan pursuant to an amendment approved in August 1998 and (v) 450,000
shares of Common Stock reserved for issuance under the Company's 1998
Employee Stock Purchase Plan (the "ESPP"). Also excludes 989,916 shares of
Common Stock issuable upon exercise of warrants issued subsequent to
August 15, 1998 at an exercise price of $12.00 per share. See "Management--
Benefit Plans," "Description of Capital Stock" and Notes 3 and 9 of the
Company's Notes to Consolidated Financial Statements.
(2)data)

For the six monthsyear ended June 30,December 31, 1998, includesour total operating expenses and loss
from operations reflect a write-off of in-process research and development of
$4.7 million.
(3) See Note 7 of the Company's Notes$2.8 million and a $4.5 million expense to Consolidated Financial Statements for
information concerning the determination of net loss per share.
(4) Assettle a lawsuit filed by a former
employee.

The as adjusted tocalculations reflect the sale and issuance by InfoSpace.com
of 1,500,000 shares of Common Stock
offered by the Company herebycommon stock at an assumed initial public offering price of
$$61.00 per share, and the receipt ofafter deducting the estimated net proceeds
therefrom.underwriting discount and
estimated offering expenses payable by InfoSpace.com. See "Use of Proceeds" and
"Capitalization."

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

Except as otherwise noted, all information in this Prospectus assumes no
exercise of the Underwriters' over-allotment option and gives effect to a one-
for-two reverse stock split of the Company's outstanding Common Stock
consummated in August 1998.

4
Period From
March 1, 1996
(Inception) Year Ended
to December 31,
December 31, -----------------
1996 1997 1998
------------- ------- --------

Consolidated Statements of Operations Data:
Revenues.................................... $ 199 $ 1,685 $ 9,414
Cost of revenues............................ 97 411 1,854
Total operating expenses.................... 504 1,724 16,902
Loss from operations........................ (402) (450) (9,342)
Net loss.................................... $ (381) $ (429) $ (9,057)
Basic and diluted net loss per share........ $(0.04) $ (0.04) $ (0.67)
Shares used in computing basic net loss
per share calculations..................... 9,280 10,941 13,560
Shares used in computing diluted net loss
per share calculations..................... 9,280 10,998 13,560

December 31, 1998
--------------------
Actual As Adjusted
-------- -----------

Consolidated Balance Sheet Data:
Cash and short-term investments.......................... $ 86,750 $172,946
Working capital.......................................... 85,780 171,976
Total assets............................................. 102,258 188,454
Total stockholders' equity............................... 94,248 180,444

RISK FACTORS

You should carefully consider the risks and uncertainties described below
before making an investment decision. If any of the following risks actually
occur, our business, financial condition or operating results could be
materially harmed. This Prospectuscould cause the trading price of our common stock to
decline, and you may lose all or part of your investment.

This prospectus contains forward-looking statements that involve known and
unknown risks and uncertainties, such asuncertainties. These statements of the Company'srelate to our plans,
objectives, expectations and intentions. ActualOur actual results could differ
materially from those discussed in the forward-looking statements as a result
of certain factors, includingthese statements. Factors that could
contribute to these differences include those set forthdiscussed below and elsewhere in
this Prospectus. The following risk factors should be considered carefully in
addition to the other information in this Prospectus before purchasing the
shares of Common Stock offered hereby.prospectus.

We Have a Limited Operating History;History and a History of Losses and Anticipated Future
Losses.

The Company was founded in March 1996 and, accordingly, hasWe have a very limited operating history, on which makes it difficult to
base an evaluation of itsevaluate our business and prospects. The Company hasWe have incurred net losses since itsour
inception including
losses of approximately $381,000, $697,000 and $4.5 million for the period
fromin March 1, 1996 (inception) to1996. At December 31, 1996, the year ended December
31, 1997 and the six months ended June 30, 1998, respectively. At June 30,
1998, the Companywe had an accumulated deficit of
approximately $5.6$9.9 million. Although the Company has experienced sequential quarterly growth in revenues
over the past four quarters and has achieved profitability in certain
quarters, the Company expectsWe expect to incur significant operating losses on
a quarterly basis for the foreseeable future, and there can be no assurance that
the Company will be profitable in any future period. Since its inception, the
Company has been engaged primarily in the development of its technology, the
acquisition of rights to third-party content, the sale of national
advertising, the establishment of relationships with independent yellow pages
publishers, media companies and direct marketing companies and the
establishment of relationships with existing and emerging Internet portals,
destination sites and suppliers of PCs and other Internet access devices, such
as cellular phones, pagers, screen phones, television set-top boxes, online
kiosks and personal digital assistants (collectively, "Internet points-of-
entry"). The Company'sfuture. We may never be profitable. Our prospects must
be considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets such as Internet services. Such risks include, but are not limited to,
an evolving and unpredictable business model, uncertain adoption of the
Internet as a commercial or advertising medium, dependence on relationships
with third parties, dependence on key personnel, management of growth, rapidly
changing technology and competition. To
address thesethe risks we face and to be able to achieve and sustain profitability,
the Companywe must, among other things:

(i). develop and maintain strategic relationships with potential content
providers and Internet points-of-entry; (ii)affiliates;

. identify and acquire the rights to additional content;

(iii). successfully integrate new features with itsour content and commerce
services;

(iv). expand itsour sales and marketing efforts, including relationships with
third parties to sell local advertising for the Company'sour Internet yellow pages
directory services;

(v). maintain and increase itsour affiliate and advertiser base;

(vi). successfully expand into international markets;

(vii). retain and motivate qualified personnel; and

(viii). successfully respond to competitive developments.

There can be no assurance that the Company willIf we do not effectively address the risks it faces,we face, our business will suffer
and the failure to do so could have a
material adverse effect on the Company's business, financial condition and
results of operations. For these and other reasons, there can be no assurance
that the Company will everwe may never achieve or sustain profitability. See "Selected Consolidated
Financial Data" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

Our Business Model Is Evolving and Unproven Business Model. The Company'sUnproven.

Our business model is todescribed below. We:

. aggregate content from third-party content providers,providers;

. integrate related content;

. distribute this content syndicate these content serviceson a private label basis to leading Internet
points-of-entryportals, destination sites and suppliers of PCs and other Internet
appliances; and

. generate revenues from the sale of national and local advertisements and
promotions on the Web pages that deliver the Company'sour content services. The syndicationand commerce
solutions.

Our business model is relatively new to the Internet, is unproven and is
unproven. As such, the
Company'slikely to continue to evolve. Accordingly, our business model may not be
successful, and the Companywe may need to change its business model. Almost half of the Company's user traffic is
generated through the Company's own Web site, rather than through its
affiliate network. The Company'sit. Our ability to

generate significant advertising and promotion revenues by syndicatingdistributing content
services will depend,depends, in part, on itsour ability to acquire the rights to information from third-partysuccessfully market our content
providers and to market successfully its content servicescommerce solutions to Internet points-
of-entryportals and destination sites that currently
do not rely substantially on third-party sources for their content needs and do not

5
typically
utilize content services that are readily available to their competitors. In addition, the Company intends to rely on independent yellow
pages publishers, media companies and direct marketing companies for the sale
of local advertising on the Company's Internet yellow pages directory
services, which strategy may prove to be unsuccessful. The Company's
relationships with its content providers, affiliates and advertisers are
evolving, subject to frequent change and frequently informal. There can be no
assurance that the Company's relationships with content providers, affiliates
and advertisers will not evolve in a manner that is adverse to the Company.
The Company intendsWe
intend to continue to develop itsour business model as it exploreswe explore opportunities
internationally and in new and unproven areas such as electronic commerce and
in providing content servicesand commerce solutions for emerging Internet access
devices. There can be no assurance that the Company's business model will be
successful. See "Business--The InfoSpace.com Solution" and "--Strategy."

Unpredictability of Future Operating Results; Expected Fluctuations in
Quarterly Operating Results; Seasonality. As a result of the Company's limited
operating history and the emerging nature of the markets in which it competes,
the Company is unableappliances.

Our Financial Results Are Likely to accurately forecast its revenues. The Company plans
its operating expenses based on anticipated revenues. If revenues in a
particular period do not meet expectations, it is likely that the Company will
not be able to adjust significantly its level of expenditures for such period,
which could have a material adverse effect on the Company's business,Fluctuate.

Our financial condition and results of operations. The Company plans to increase
significantly its operating expenses in order to, among other things: (i)
expand its affiliate network, which may include the payment of additional
carriage fees to certain affiliates; (ii) expand its sales and marketing
operations and hire more salespersons; (iii) increase its advertising and
promotional activities; (iv) develop and upgrade its technology and purchase
equipment for its operations and network infrastructure; (v) expand
internationally; and (vi) expand its content services. Certain Internet
points-of-entry require the Company to make payments or pay other
consideration in exchange for including the Company's content services on
their Web site and other Internet points-of-entry may in the future require
payments for access to their Web site or Internet access device. Additionally,
the Company may incur costs relating to the acquisition of content or the
acquisition of businesses or technologies. To the extent that such expenses
precede or are not subsequently followed by increased revenues, the Company's
business, financial condition and results of operations could be materially
adversely affected.

The Company's operating results have varied on a quarterly basis during its
short operating history and willare likely to
fluctuate significantlysubstantially in the future as a
result of a variety offuture. These fluctuations may be caused by
several factors, many of which are outside the Company'sbeyond our control. Factors that may affect the Company's quarterly operating results
include, but are not limited to: (i)These factors include:

. the addition or loss of affiliates;

(ii). variable demand for the Company'sour content servicesand commerce solutions by itsour affiliates;

(iii). the cost of acquiring and the availability of content;

(iv). the overall level of demand for content and commerce services;

(v) the Company's. our ability to attract and retain advertisers and content providers;

(vi). seasonal trends in Internet usage and advertising placements;

(vii). the amount and timing of fees paid by
the Companywe pay to certain of itsour affiliates to include the Company'sour
content servicesand commerce solutions on their Web sites;

(viii). the productivity of the Company'sour direct sales force and the sales forces of the
independent yellow pages publishers, media companies and direct marketing
companies that sell local Internet yellow pages advertising for the Company, (ix)us;

. the amount and timing of increased expenditures for expansion of the Company'sour
operations, including the hiring of new employees, capital expenditures
and related costs;

(x) the Company's. our ability to continue to enhance, maintain and support itsour technology;

(xi). the Company'sresult of litigation that is currently ongoing against InfoSpace.com,
or any litigation that is filed against us in the future;

. our ability to attract and retain personnel;

(xii). the introduction of new or enhanced services by the Company, itsus or our affiliates, and their respective
competitors; (xiii)or
other companies that compete with us or our affiliates;

. price competition or pricing changes in Internet advertising and Internet
services, such as the Company's content services;
(xiv)ours;

. technical difficulties, system downtime, system failures or Internet
brown-outs;

(xv). political or economic events and governmental actions affecting Internet
operations or content; and

(xvi). general economic conditions and economic conditions specific to the
Internet.

If one or more of these factors or other factors occur, our business could
suffer.

In addition, because InfoSpace.com only began operations in March 1996, and
because the market for Internet services such as ours is new and evolving, it
is very difficult to predict future financial results. We plan to significantly
increase our sales and marketing, research and development and general and
administrative expenses in 1999. Our expenses are partially based on our
expectations regarding future revenues, and are largely fixed in nature,
particularly in the short term. As a result, if our revenues in a period do not
meet our expectations, our financial results will likely suffer.

Our Business Is Seasonal.

During the summer months and year-end holiday season, Internet usage
typically declines, and our affiliates experience reduced user traffic. In
addition, advertising sales in traditional media, such as broadcast and cable
television, generally declines in the first and third quarters of the year.
This seasonality is likely to cause fluctuations in our financial results.

We Rely on Advertising and Promotion Revenues.

We derive substantially all of our revenues from the sale of national and
local advertisements and promotions on the Web pages that deliver our content,
and we expect this to continue in the future. Our ability to increase our
revenues will depend upon a number of factors, including the following:

. the acceptance of the Internet as an advertising medium by national and
local advertisers;

. the acceptance and regular use of our content and commerce solutions by a
large number of users who have demographic characteristics that are
attractive to advertisers;

. the success of our strategy to sell local Internet yellow pages
advertising through third parties;

. the expansion and productivity of our advertising sales force; and

. the development of the Internet as an attractive platform for electronic
commerce.

We are relying on revenues from local Internet yellow pages advertising as a
significant source of our future revenues. However, we have not yet generated
significant revenues from local Internet yellow pages advertising. See "--We
Rely on Third Parties for Sales of Internet Yellow Pages Advertising."

We Rely on Our Relationships with Affiliates.

We will be able to continue generating revenues from advertising and
promotions only if we can secure and maintain distribution for our content and
commerce solutions on acceptable commercial terms through a wide range of
affiliates. We expect that revenues generated from the sale of advertisements
and promotions delivered through our network of affiliates will continue to
account for a significant portion of our revenues for the foreseeable future.
In particular, we expect that a limited number of our affiliates, including
Netscape Communications Corporation, America Online, Inc., or AOL (which
announced in November 1998 that it would acquire Netscape), and Microsoft
Network, LLC will account for a substantial portion of our affiliate traffic
and, therefore, revenues over time. The distribution arrangements with our
affiliates are typically short term. We generally share with each affiliate a
portion of the revenues generated by advertising on the Web pages that deliver
our content services. We pay carriage fees to certain affiliates, including
Netscape and AOL. These relationships may not be profitable or result in
benefits to us that outweigh the costs of the relationships.

Our affiliate relationships are in an early stage of development. If
affiliates, especially major affiliates, demand a greater portion of
advertising revenues or require us to make payments for access to their site or
device, our business may suffer. In addition, if we lose a major affiliate, we
may be unable to timely or effectively replace the affiliate with other
affiliates with comparable traffic patterns and user demographics. We cannot
predict whether AOL's acquisition of Netscape will harm our business. The loss
of any major affiliate could harm our business. See "Business--Affiliate
Network."

We Rely on Third Parties for Sales of Internet Yellow Pages Advertising.

We rely on arrangements with independent yellow pages publishers, media
companies and direct marketing companies to generate local Internet yellow
pages advertising revenues, both domestically and internationally. These
companies sell enhanced yellow pages listings on our Internet yellow pages
directory services. Under our arrangements with independent yellow pages
publishers, we typically provide exclusive

rights to the publisher to sell local advertising in a specific geographic
area, and we do not restrict the publisher's ability to sell advertising for
any other source. We expect to derive a greater portion of our advertising
revenues from these relationships in the future. These independent yellow pages
publishers, media companies and direct marketing companies have only recently
begun to offer local Internet yellow pages advertising and, accordingly, have
extremely limited experience in forecasting and executing Internet advertising
business models. We may have to expend significant time and effort in training
their sales forces.

We base our future operating plans, in part, on the local Internet yellow
pages forecasts of the independent yellow pages publishers, media companies and
direct marketing companies with which we have relationships. We cannot
accurately predict the timing or the extent of the success of these local
advertising efforts. Further, the independent yellow pages publishers, media
companies and direct marketing companies have broad discretion in setting
advertising rates, and they may not develop a profitable business model. We
also rely on the advertisement production infrastructure of these companies for
the billing and collection of local advertising payments and the production and
filing of display advertisements and button advertisements. The failure of
these sales relationships to generate meaningful revenues for us or for these
companies to cease to maintain and support an advertisement production
infrastructure could harm our business. See "Business--Advertising and
Promotions."

Advertisers May Not Adopt the Internet as an Advertising Medium.

Most advertising agencies and potential advertisers, particularly local
advertisers, have only limited experience advertising on the Internet and have
not devoted a significant portion of their advertising expenditures to Internet
advertising. As the Internet evolves, advertisers may find Internet advertising
to be a less effective means of promoting their products and services relative
to traditional methods of advertising and may not continue to allocate funds
for Internet advertising. In addition, advertising on the Internet is at a much
earlier stage of development in international markets compared to the United
States.

Fluid and intense competition in the sale of advertising on the Internet has
led different vendors to quote a wide range of rates and offer a variety of
pricing models for various advertising services. As a result, we have
difficulty projecting future advertising revenues and predicting which pricing
models advertisers will adopt. For example, if many advertisers base their
advertising rates on the number of click throughs from our content services to
their Web pages, instead of solely on the number of impressions received, our
revenues could decrease. There are no widely accepted standards for the
measurement of the effectiveness of Internet advertising, and standards may not
develop sufficiently to support Internet advertising as a significant
advertising medium. We typically base our advertising rates on the number of
impressions received, and our advertising customers may not accept our
measurements or such measurements may contain errors.

Industry analysts and others have made many predictions concerning the growth
of the Internet as a commercial medium. Many of these historical predictions
have overstated the growth of the Internet and should not be relied upon. This
growth may not occur or may occur more slowly than estimated. In addition, if a
large number of consumers use "filter" software programs that limit or remove
advertising from the Web, advertisers may choose not to advertise on the
Internet. If the commercial use of the Internet does not develop, or if the
Internet does not develop as an effective and measurable medium for
advertising, our business will suffer. See "Business--Industry Background" and
"--Advertising and Promotions."

We Rely on a Small Number of Advertising Customers.

We derive a substantial portion of our revenues from a small number of
advertising customers. We expect that this will continue in the forseeable
future. In particular, 800-U.S. Search, Inc. accounted for approximately 20.6%
of our revenues for the year ended December 31, 1998. In addition, 800-U.S.
Search represented approximately 38.1% of our accounts receivable as of
September 30, 1998 and 27.3% of our accounts receivable as of December 31,
1998.

Our top ten advertising customers represented 47.8% of our revenues in 1998.
If we lose any of these customers, including 800-U.S. Search in particular, or
if any of these customers are unable or unwilling to pay us amounts that they
owe us, our financial results will suffer.

Many of Our Customers Are Emerging Internet Companies.

A significant portion of our revenues is derived from sales of advertising to
other Internet companies. Many of these companies have limited operating
histories, are operating at a loss and have limited access to capital. Many of
these businesses could fail and, in any event, represent credit risks. Our bad
debt expense represented approximately 9.7% of our revenues in the quarter
ended September 30, 1998 and 4.6% of our revenues in the quarter ended December
31, 1998. If our customer base experiences financial difficulties or fails to
experience commercial success, our business will suffer.

Our Advertising Arrangements Involve Risks.

We typically sell national advertisements pursuant to short-term agreements
of less than six months. As a result, our national advertising customers could
cancel these agreements, change their advertising expenditures or buy
advertising from our competitors on relatively short notice and without
penalty. Because we expect to derive a large portion of our future revenues
from sales of national advertising, these short-term agreements expose us to
competitive pressures and potentially severe fluctuations in our financial
results.

In addition, we typically guarantee our national advertising customers a
minimum number of impressions or click throughs by Web users. These
arrangements expose us to potentially significant risks. If we fail to deliver
these minimum levels, we typically have to provide free advertising to the
customer until the minimum level is met, which could harm our financial
results.

We occasionally guarantee the availability of advertising space in connection
with promotion arrangements and content agreements. In addition, we
occasionally provide customized advertising campaigns for advertisers and agree
with certain advertisers that we will not accept advertising from any other
customer within a particular subject matter. All of these arrangements subject
us to certain risks. These risks include:

. our potential inability to meet the guarantees we make to our customers;

. our allocation of resources to create customized advertising that may not
result in successful advertisements; and

. a requirement to forego advertising from potential customers whose
advertisements would conflict with those of other customers.

Any of these results could harm our financial results.

We Depend on Third Parties for Content.

We typically do not create our own content. Rather, we acquire rights to
information from more than 60 third-party content providers, and our future
success is critically dependent upon our ability to maintain relationships with
these content providers and enter into new relationships with other content
providers. Our current content providers include:

. infoUSA, Inc. (formerly known as American Business Information, Inc.),
for yellow pages and white pages information;

. Carroll Publishing, Inc., for government directories;

. Leisure Planet, Inc., for enhanced hotel information; and

. CareerPath, Inc., for employment listings.

We typically license content under short-term arrangements that do not
require us to pay royalties or other fees for the use of the content. However,
we do enter into revenue-sharing arrangements with certain content providers,
and we pay certain content providers, including infoUSA, a one-time fee or a
fee for each query from Web users. In the future, our content providers may
demand a greater portion of advertising revenues or may increase the fees that
they charge us for their content. If we fail to enter into satisfactory
arrangements with content providers, our business will suffer.

We Depend on Key Personnel.

Our performance depends on the continued services of our executive officers
and other key personnel. We maintain key person life insurance on Naveen Jain,
our Chief Executive Officer, in the amount of $5.0 million. We do not maintain
key person life insurance policies on any of our other employees. If we lose
the services of any of our executive officers or other key employees, our
business could suffer. See "Business--Employees" and "Management."

We Need to Hire Additional Personnel.

Our future success depends on our ability to identify, attract, hire, train,
retain and motivate highly skilled technical, managerial, sales and marketing
and business development personnel. We intend to hire a significant number of
technical, sales and marketing, business development and administrative
personnel during the next year. If we fail to successfully attract, assimilate
and retain a sufficient number of qualified technical, managerial, sales and
marketing, business development and administrative personnel, our business
could suffer.

We Need to Manage Our Growth and Implement Procedures and Controls.

We have rapidly and significantly expanded our operations and anticipate
further significant expansion to accommodate expected growth in our customer
base and market opportunities. We have increased the number of employees from
15 at January 1, 1998 to 76 at February 28, 1999. This expansion has placed,
and is expected to continue to place, a significant strain on our management,
operational and financial resources. Since May 1998, we have added a number of
key managerial, technical and operations personnel, including our President and
Chief Operating Officer, Chief Financial Officer, Chief Accounting Officer and
Vice President, Legal and Business Affairs, and we expect to add additional key
personnel in the near future. We are also significantly increasing our employee
base.

We are in the process of implementing improvements in our operational,
accounting and information systems, procedures and controls. In the past, our
controls have not been adequate to ensure proper communication within our
company regarding, and to properly document, the terms of certain of our
written and verbal contracts and the termination of certain contracts.
Specifically, in May 1997, we entered into a written acquisition agreement that
included a formula to be used in determining the final purchase price.
Subsequently, pursuant to a verbal understanding that did not include the use
of this formula, we made a determination of the final purchase price. This
understanding was not documented and, as a result, we initially accounted for
the transaction improperly, which required us to restate our financial
statements. Also in the past, we did not consistently follow our procedures
with respect to the documentation of the granting of options to new employees,
and, at times, we failed to maintain an appropriate level of internal
communication regarding the potential hiring of new employees, especially
management employees. These inadequacies have led to claims against us, some of
which are still pending. See "--We Are Subject to Pending Legal Proceedings."

Our relationships with content providers, affiliates and advertisers are
subject to frequent change and have often been informal. In particular, we may
have failed to perform our obligations under certain

commercial contracts that may have been modified or terminated by verbal
agreement. We believe that any failure to perform our obligations was not
significant. This practice of the modification or termination of past written
agreements by verbal agreement has resulted, and may result in the future, in
disputes regarding the existence, interpretation and circumstances regarding
modification or termination of commercial contracts. We are currently involved
in litigation with Internet Yellow Pages, Inc., a direct marketing company with
which we had a cooperative sales relationship, and have received other claims.
If our relationships with content providers, affiliates and advertisers evolve
in an adverse manner or if we get into contractual disputes with content
providers, affiliates or advertisers, our business could suffer. See
"Business--Legal Proceedings."

We have taken a number of steps to improve our accounting and information
systems, procedures and controls, including the hiring of a President and Chief
Operating Officer, Chief Financial Officer, Chief Accounting Officer and a Vice
President, Legal and Business Affairs and other financial and administrative
personnel. In addition, we have adopted certain policies with respect to the
approval, tracking and management of our commercial agreements, including:

. standardizing the form of our commercial agreements, where possible;

. requiring our legal and accounting departments to review any proposed
commercial contract and approve contract modifications prior to their
implementation;

. prohibiting ourselves from entering into verbal agreements or verbal
modifications or terminations of agreements; and

. establishing a contracts database to serve as a central source of key
information regarding our commercial contracts, which will facilitate the
tracking and management of these contracts.

We may be unable to successfully implement these policies. Furthermore, these
steps may be inadequate to prevent disputes or issues relating to inadequate
internal communications from arising in the future.

To manage the expected growth of our operations and personnel, we must
continue improving or replacing existing operational, accounting and
information systems, procedures and controls. We will also need to expand,
train and manage our growing employee base, particularly our finance,
administrative and operations staff. Further, we must manage effectively our
relationships with various Internet content providers, advertisers, affiliates
and other third parties necessary to our business. If we are unable to manage
growth effectively, our business could suffer. See "--We Are Subject to Pending
Legal Proceedings," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Business--Employees" and "Management."

Our International Expansion Plans Involve Risks.

A key component of our strategy is expanding our operations into
international markets. We have entered into a joint venture agreement with
Thomson Directories Limited to replicate our content and commerce solutions in
Europe. The joint venture, TDL InfoSpace (Europe) Limited, has targeted the
United Kingdom as its first market, and it launched content services in the
third quarter of 1998. We expect that TDL InfoSpace will expand its content
services to other European countries. Under the joint venture agreement, each
of us is obligated to negotiate with TDL InfoSpace and the other party to
jointly offer content and commerce solutions in other European countries prior
to offering such services independently or with other parties. To date, we have
limited experience in developing and syndicating localized versions of our
content services internationally, and we may not be able to successfully
execute our business model in these markets. In addition, international markets
experience lower levels of Internet usage and Internet advertising than the
United States. We rely on our business partner in Europe for U.K. directory
information and local sales forces and may enter into similar relationships if
we expand into other international markets. Accordingly, our success in these
markets will be directly linked to the success of our business partners in such
activities. If our business partners fail to successfully establish operations
and sales and marketing efforts in these markets, our business could suffer.
See "Business--International Expansion."

In addition, we face a number of risks inherent in doing business in
international markets, including, among others:

. unexpected changes in regulatory requirements;

. potentially adverse tax consequences;

. export controls relating to encryption technology;

. tariffs and other trade barriers;

. difficulties in staffing and managing foreign operations;

. changing economic conditions;

. exposures to different legal standards (particularly with respect to
intellectual property and distribution of information over the Internet);

. burdens of complying with a variety of foreign laws;

. fluctuations in currency exchange rates; and

. seasonal reductions in business activity during the summer months in
Europe and certain other parts of the world.

If any of these risks occur, our business could suffer.

Our Business Is Highly Competitive.

We operate in the Internet services market, which is extremely competitive
and is rapidly changing. Our current and prospective competitors include many
large companies that have substantially greater resources than we have. We
believe that the primary competitive factors in the market for Internet content
and commerce services are:

. the ability to provide content of broad appeal, which is likely to result
in increased user traffic and increase the brand name value of the Web
sites and Internet appliances to which the services are provided;

. the ability to meet the specific content demands of a particular Web site
or Internet appliance;

. the cost-effectiveness and reliability of the content and commerce
services;

. the ability to provide content and commerce services that are attractive
to advertisers;

. the ability to achieve comprehensive coverage of a particular category of
content; and

. the ability to integrate related content to increase the utility of the
content and commerce services offered.

We compete, directly or indirectly, in the following ways, among others:

. our directory services compete with AnyWho? (a division of AT&T), GTE
SuperPages, Switchboard, ZIP2 (which recently announced its acquisition
by Compaq), various RBOCs' directory services, infoUSA's Lookup USA,
Microsoft Sidewalk and Yahoo! Yellow Pages and White Pages;

. other services we provide, such as classifieds, horoscopes and real-time
stock quotes, compete with specialized content providers;

. our U.K. joint venture will compete with British Telecom's YELL service
and Scoot (UK) Limited; and

. our commerce services will compete with Inktomi, Amazon.com's Junglee and
Excite's Jango.

We expect that in the future we will experience competition from other
Internet services companies and providers of Internet software, including
Microsoft, Netscape, Yahoo!, AOL, Excite, Infoseek, Lycos,

go2net's MetaCrawler and Snap. We may also face increased competition from
traditional media companies expanding onto the Internet.

Many of our current customers have established relationships with certain of
our current and potential future competitors. If our competitors develop
content services that are superior to ours or that achieve greater market
acceptance than ours, our business will suffer. See "Business--Competition."

Our Business Relies on the Performance of Our Systems.

Our success depends, in part, on the performance, reliability and
availability of our content and commerce services. Our revenues depend, in
large part, on the number of users that access our content and commerce
services. Our computer and communications hardware is located at our main
headquarters in Redmond, Washington and in additional hosting facilities
provided by Exodus Communications, Inc. and Savvis Communications Corporation
in Seattle, Washington. Our systems and operations could be damaged or
interrupted by fire, flood, power loss, telecommunications failure, Internet
breakdown, break-in, earthquake and similar events. We do not have a formal
disaster recovery plan, and we do not carry business interruption insurance
that is adequate to compensate us for losses that may occur. In addition,
systems that use sophisticated software may contain bugs, which could also
interrupt service. Any system interruptions resulting in the unavailability of
our content services would reduce the volume of users able to access our
content and commerce services and the attractiveness of our service offerings
to our affiliates, advertisers and content providers, which could harm our
business.

Our Industry Is Experiencing Consolidation.

The Internet industry has recently experienced substantial consolidation. For
example, AOL has announced that it will acquire Netscape, USA Networks has
announced that it will acquire Lycos, At Home has announced that it will
acquire Excite and Compaq has announced that it will acquire ZIP2. We expect
this consolidation to continue. These acquisitions could affect us in a number
of ways, including:

. companies from whom we acquire content could be acquired by one of our
competitors and stop selling us content;

. our customers could be acquired by one of our competitors and stop buying
advertising from us; and

. our customers could merge with other customers, which could reduce the
size of our customer base.

This consolidation in the Internet industry could harm our business.

We Are Subject to Pending Legal Proceedings.

From time to time we have been, and expect to continue to be, subject to
legal proceedings and claims in the ordinary course of our business, including
claims of alleged infringement of third-party trademarks and other intellectual
property rights by us. Such claims, even if not meritorious, could require the
expenditure of significant financial and managerial resources, which could harm
our business.

An alleged former employee has filed a complaint alleging that he was
terminated without cause and that he entered into an agreement with us that
entitles him to an option to purchase 2,000,000 shares of our common stock or
10% of our stock. The complaint alleges breach of contract, breach of the
covenant of good faith, breach of fiduciary duty, misrepresentation, promissory
estoppel, intentional interference with contractual relations and unfair and
deceptive acts and practices, seeking specific performance of the alleged
agreement for 10% of our stock, damages equal to the value of 10% of our stock,
punitive damages and attorneys' fees and costs and treble damages.

We have filed a complaint against Internet Yellow Pages, Inc., or IYP,
asserting claims for (a) account stated, (b) breach of contract, and (c) fraud.
IYP has filed a complaint against us asserting causes of action for breach of
contract, fraud, extortion and racketeering and seeks relief consisting of
$1,500,000 and other unquantified money damages, punitive damages, treble
damages and attorney's fees.

We believe we have meritorious defenses to all of these claims against us.
Nevertheless, litigation is inherently uncertain, and we may not prevail in
these suits. To the extent that we are required to issue shares of our common
stock or options to purchase common stock as a result of the claim filed by the
alleged former employee or the former content provider, we would recognize an
expense equal to the number of shares issued multiplied by the fair value of
our common stock on the date of issuance, less the exercise price of any
options required to be issued. This could harm our results of operations, and
any such issuance would be dilutive to existing stockholders, the impact of
which may be mitigated to the extent it is offset by shares of common stock in
the escrow account described in "Business--Legal Proceedings."

On January 26, 1999, Civix-DDI, LLC filed a complaint in U.S. District Court
in Colorado against us and 19 other defendants for infringement of two patents
relating to electronic mapping systems. Attorneys for Civix also have proposed
a settlement of the litigation by which the patents would be licensed to us in
exchange for a single unspecified lump sum royalty payment. We have not yet
been able to formulate a position on the complaint or on the proposed
settlement.

We had discussions with a number of individuals in the past regarding
employment by us and also hired and subsequently terminated a number of
individuals as employees or consultants. Furthermore, primarily during our
early stage of development, our procedures with respect to the manner of
granting options to new employees were not clearly documented. As a result of
these factors, and in light of the receipt of the above claims, we have in the
past received, and may in the future receive, similar claims from one or more
individuals asserting rights to acquire shares of our stock or to receive cash
compensation. We cannot predict whether such future claims will be made or the
ultimate resolution of any currently outstanding or future claim. Naveen Jain,
our Chief Executive Officer, has placed into escrow 1,000,000 shares of our
stock beneficially owned by him to indemnify us and our directors for a period
of five years for certain liabilities relating to events prior to September 30,
1998. The indemnification agreement, however, does not provide for
indemnification for certain matters known by the Board prior to September 30,
1998 or losses less than $100,000. Satisfaction of such liabilities through the
issuance of escrowed shares could result in the recognition of future expenses,
which could harm our results of operations. See "Business--Legal Proceedings."

We Rely on Internally Developed Software and Systems.

We have developed custom software for our network servers. This software may
contain undetected errors, defects or bugs. Although we have not suffered
significant harm from any errors or defects to date, we may discover
significant errors or defects in the future that we may or may not be able to
fix. We must expand and upgrade our technology, transaction-processing systems
and network infrastructure if the volume of traffic on our Web site or our
affiliates' Web sites increases substantially. In addition, if we expand into
electronic commerce, we may have to significantly modify our systems. We could
experience periodic temporary capacity constraints, which may cause
unanticipated system disruptions, slower response times and lower levels of
customer service. We may be unable to accurately project the rate or timing of
increases, if any, in the use of our content services or expand and upgrade our
systems and infrastructure to accommodate these increases in a timely manner.
Any inability to do so could harm our business. See "Business--Technology and
Infrastructure."

Rapid Technological Change Affects Our Business.

Rapidly changing technology, evolving industry standards, evolving customer
demands and frequent new product and service introductions characterize our
market. Our market's early stage of development

exacerbates these characteristics. Our future success depends in significant
part on our ability to improve the performance, content and reliability of our
content services in response to both the evolving demands of the market and
competitive product offerings. Our efforts in these areas may not be
successful. If a large number of affiliates adopt new Internet technologies or
standards, we may need to incur substantial expenditures modifying or adapting
our content services.

We Rely on the Internet Infrastructure.

Our success depends, in large part, on other companies maintaining the
Internet infrastructure. In particular, we rely on other companies to maintain
a reliable network backbone that provides adequate speed, data capacity and
security and to develop products that enable reliable Internet access and
services. If the Internet continues to experience significant growth in the
number of users, frequency of use and amount of data transmitted, the Internet
infrastructure may be unable to support the demands placed on it, and the
Internet's performance or reliability may suffer as a result of this continued
growth. In addition, the Internet could lose its commercial viability as a form
of media due to delays in the development or adoption of new standards and
protocols to process increased levels of Internet activity. Any such
degradation of Internet performance or reliability could cause advertisers to
reduce their Internet expenditures. If other companies do not develop the
infrastructure or complementary products and services necessary to establish
and maintain the Internet as a viable commercial medium, or if the Internet
does not become a viable commercial medium or platform for advertising,
promotions and electronic commerce, our business could suffer.

We Receive Information that May Subject Us to Liability.

We obtain content from third parties. When we aggregate, syndicate and
distribute this content over the Internet, we may be liable for the data that
is contained in that content. This could subject us to legal liability for such
things as defamation, negligence, intellectual property infringement and
product or service liability. Many of the agreements by which we obtain content
do not contain indemnity provisions in favor of us. Even if a given contract
does contain indemnity provisions, these provisions may not cover a particular
claim. Our agreement with ETAK, Inc., which has provided our mapping and
directions content, does not contain an indemnity provision that would apply to
our pending litigation with Civix-DDI. While we carry general business
insurance with a limit of $1.0 million for each occurrence and $2.0 million in
the aggregate, this coverage may be inadequate.

In addition, individuals whose names appear in our yellow pages and white
pages directories have occasionally contacted us. These individuals believed
that their phone numbers and addresses were unlisted, and our directories are
not always updated to delete phone numbers or addresses when they are changed
from listed to unlisted. While we have not received any claims from these
individuals, we may receive claims in the future. Any liability that we incur
as a result of content we receive from third parties could harm our financial
results.

Our Networks Face Security Risks.

Even though we have implemented security measures, our networks may be
vulnerable to unauthorized access by hackers or others, computer viruses and
other disruptive problems. Someone who is able to circumvent security measures
could misappropriate our proprietary information or cause interruptions in our
Internet operations. Internet and online service providers have in the past
experienced, and may in the future experience, interruptions in service as a
result of the accidental or intentional actions of Internet users, current and
former employees or others. We may need to expend significant capital or other
resources protecting against the threat of security breaches or alleviating
problems caused by breaches. Although we intend to continue to implement
industry-standard security measures, persons may be able to circumvent the
measures that we implement in the future. Eliminating computer viruses and
alleviating other security problems may require interruptions, delays or
cessation of service to users accessing Web pages that deliver our content
services, any of which could harm our business. See "Business--Technology and
Infrastructure--Data Network Infrastructure" and "Business--Facilities."

Users of online commerce services are highly concerned about the security of
transmissions over public networks. Concerns over security and the privacy of
users may inhibit the growth of the Internet and other online services
generally, and the Web in particular, especially as a means of conducting
commercial transactions. As we expand our electronic commerce services, we
intend to rely on encryption and authentication technology licensed from third
parties to provide the security and authentication necessary to securely
transmit confidential information, such as customer credit card numbers. Users
could possibly circumvent the measures we take to protect customer transaction
data. To the extent that our activities involve the storage and transmission of
proprietary information, such as credit card numbers, security breaches could
damage our reputation and expose us to a risk of loss or litigation and
possible liability. Any compromise of our security could harm our business.

We May Be Unable to Adequately Protect or Enforce Our Intellectual Property
Rights.

Our success depends significantly upon our proprietary technology. To protect
our proprietary rights, we rely on a combination of copyright and trademark
laws, patents, trade secrets, confidentiality agreements with employees and
third parties and protective contractual provisions. Despite our efforts to
protect our proprietary rights, unauthorized parties may copy aspects of our
products or services or obtain and use information that we regard as
proprietary. In addition, others could possibly independently develop
substantially equivalent intellectual property. If we do not effectively
protect our intellectual property, our business could suffer.

Companies in the computer industry have frequently resorted to litigation
regarding intellectual property rights. We may have to litigate to enforce our
intellectual property rights, to protect our trade secrets or to determine the
validity and scope of other parties' proprietary rights. From time to time, we
have received, and we may receive in the future, notice of claims of
infringement of other parties' proprietary rights. For instance, Civix-DDI has
filed a complaint against us alleging infringement of two patents relating to
electronic mapping systems. Any such claims could be time-consuming, result in
costly litigation, divert management's attention, cause product or service
release delays, require us to redesign our products or services or require us
to enter into royalty or licensing agreements. These royalty or licensing
agreements, if required, may not be available on acceptable terms or at all. If
a successful claim of infringement were made against us and we could not
develop non-infringing technology or license the infringed or similar
technology on a timely and cost-effective basis, our business could suffer. See
"Business--Intellectual Property" and "--Legal Proceedings."

We May Become Subject to Government Regulation.

Because of the increasing use of the Internet, the government may adopt laws
and regulations with regard to the Internet covering issues such as user
privacy, pricing, content, taxation, copyrights, distribution and product and
services quality. For a description of certain risks relating to government
regulation, see "Business--Government Regulation."

Potential Acquisitions Involve Risks.

We have acquired complementary technologies or businesses in the past, and
intend to do so in the future. Future acquisitions may involve potentially
dilutive issuances of stock, the incurrence of additional debt and contingent
liabilities or large one-time write-offs and amortization expenses related to
goodwill and other intangible assets. Any of these factors could causeadversely
affect our results of operations or stock price. Acquisitions involve numerous
risks, including:

. difficulties in assimilating the Company's revenuesoperations, products, technology,
information systems and operating resultspersonnel of the acquired company;

. diverting management's attention from other business concerns;

. impairing relationships with our employees, affiliates, advertisers and
content providers;

. being unable to vary
significantlymaintain uniform standards, controls, procedures and
policies;

. entering markets in which we have no direct prior experience; and

. losing key employees of the acquired company.

In June 1998, we acquired Outpost Network, Inc. As a result of this
acquisition, we acquired certain electronic commerce technology and hired
approximately ten employees. We issued 1,499,988 shares of stock to the former
shareholders of Outpost and agreed to offer employment to certain employees of
Outpost. We may not be able to successfully integrate the technology and
personnel we acquired from Outpost or any other businesses, technologies or
personnel that we acquire in the future. InAlthough we do not have any
understandings, commitments or agreements regarding any material acquisitions
or investments, we may use a portion of the net proceeds of this offering for
future acquisitions. See "Use of Proceeds."

We May Require Additional Funding.

Although we believe that, following this offering, our cash reserves and cash
flows from operations will be adequate to fund our operations for at least the
next 12 months, such sources may be inadequate. Consequently, we may require
additional funds during or after such period. Additional financing may not be
available on favorable terms or at all. If we raise additional funds by selling
stock, the percentage ownership of our then current stockholders will be
reduced. If we cannot raise adequate funds to satisfy our capital requirements,
we may have to limit our operations significantly. Our future capital
requirements depend upon many factors, including, but not limited to:

. the rate at which we expand our sales and marketing operations;

. the amount and timing of fees paid to affiliates to include our content
and commerce solutions on their site or service;

. the extent to which we expand our content and commerce solutions;

. the extent to which we develop and upgrade our technology and data network
infrastructure;

. the occurrence, timing, size and success of acquisitions;

. the rate at which we expand internationally; and

. the response of competitors to our service offerings.

See "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Liquidity and Capital Resources."

Management Owns a Large Percentage of Our Stock.

Following this offering, our officers, directors and affiliated persons will
beneficially own approximately 49.9% of our common stock (48.6% if the
underwriters exercise their over-allotment option in full). Naveen Jain, our
Chief Executive Officer, will beneficially own approximately 40.1% of our
common stock (38.8% if the underwriters exercise their over-allotment option in
full) following this offering. As a result, our officers, directors and
affiliated persons will effectively be able to:

. elect, or defeat the election of, our directors;

. amend or prevent amendment of our Certificate of Incorporation or Bylaws;

. effect or prevent a merger, sale of assets or other corporate transaction;
and

. control the outcome of any other matter submitted to the stockholders for
vote.

Our public stockholders, for so long as they hold less than 50% of our common
stock, will be unable to control the outcome of such transactions. Management's
stock ownership may discourage a potential acquirer from making a tender offer
or otherwise attempting to obtain control of InfoSpace.com, which in turn could
reduce our stock price or prevent our stockholders from realizing a premium
over our stock price. See "Management," "Certain Transactions" and "Principal
and Selling Stockholders."

Year 2000 Compliance Issues Could Adversely Impact Our Business.

We are in the process of assessing and remediating any Year 2000 issues
associated with our computer systems and software and other property and
equipment. Despite our testing and remediation efforts, our systems and those
of third parties, including content providers, advertisers, affiliates, and end
users may contain errors or faults with respect to the Year 2000. Our efforts
to address this issue are described in more detail in "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Year 2000
Compliance." Known or unknown errors or defects that affect the operation of
our software and systems and those of third parties, including content
providers, advertisers, affiliates, and end users could result in delay or loss
of revenue, interruption of services, cancellation of customer contracts,
diversion of development resources, damage to our reputation, increased service
and warranty costs, and litigation costs, any of which could harm our business.

Our Stock Price Has Been and May Continue to be Volatile.

The trading price of our common stock has been and is likely to continue to
be highly volatile. Our stock price could be subject to wide fluctuations in
response to factors such as the following:

. actual or anticipated variations in quarterly results of operations;

. the addition as a strategic response toor loss of affiliates or content providers;

. announcements of technological innovations, new products or services by us
or our competitors;

. changes in financial estimates or recommendations by securities analysts;

. conditions or trends in the Internet and online commerce industries;

. changes in the competitive environment,market valuations of other Internet, online service or
software companies;

. our announcements of significant acquisitions, strategic partnerships,
joint ventures or capital commitments;

. additions or departures of key personnel;

. sales of our common stock;

. general market conditions; and

. other events or factors, many of which are beyond our control.

In addition, the Companystock market in general, and the Nasdaq National Market and
the market for Internet and technology companies in particular, have
experienced extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of these companies.
These broad market and industry factors may materially and adversely affect our
stock price, regardless of our operating performance. The trading prices of the
stocks of many technology companies are at or near historical highs and reflect
price-earnings ratios substantially above historical levels. These trading
prices and price-earnings ratios may not be sustained.

Future Sales of Our Common Stock May Depress Our Stock Price.

Sales of a substantial number of shares of our common stock in the public
market following this offering could adversely affect the market price of our
common stock. After this offering, 22,641,802 shares of our

common stock will be outstanding. All of the shares sold in this offering and
our initial public offering will be freely tradeable unless held by affiliates
of InfoSpace.com. The remaining shares of common stock outstanding after this
offering will be restricted as a result of securities laws or lock-up
agreements signed by the holder and will be available for sale in the public
market as follows:

Date of Availability for Sale Number of Shares
----------------------------- ----------------

At various times between March 16, 1999 and June 13, 1999.......... 308,724
June 14, 1999 (181 days after our initial public offering).........
, 1999 (91 days after the date of this prospectus)............
At various times thereafter upon the expiration of applicable
holding periods...................................................

Hambrecht & Quist LLC may, in its sole discretion and at any time without
prior notice, release all or any portion of the common stock subject to lock-up
agreements. See "Shares Eligible for Future Sale" and "Underwriting."

Certain Anti-Takeover Provisions May Affect the Price of Our Stock.

Certain provisions of our Certificate of Incorporation and Bylaws and
Washington and Delaware law could make it more difficult for a third party to
acquire us, even if doing so would be beneficial to our stockholders. Also, if
we receive a proposal from another company that could result in the acquisition
of InfoSpace, our agreement with AOL requires us to negotiate with AOL before
entertaining discussions with the other company. This provision could
discourage companies other than AOL from presenting acquisition proposals to us
and could delay, deter or prevent a change of control of us. See "Description
of Capital Stock."

We Have Broad Discretion in Spending the Offering Proceeds.

We expect to use the net proceeds from this offering for general corporate
purposes, including working capital to fund anticipated operating losses,
payment of additional carriage fees and capital expenditures. We may use a
portion of the net proceeds to acquire or invest in other complementary
businesses. Consequently, our management will have the discretion to allocate
the net proceeds to uses that stockholders may not deem desirable. We cannot
predict whether our investments will yield a favorable return. See "Use of
Proceeds."

FORWARD-LOOKING STATEMENTS

You should not rely on forward-looking statements in this prospectus. This
prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipates," "believes," "plans,"
"expects," "future," "intends" "may," "will," "should," "estimates,"
"predicts," "potential," "continue" and similar expressions to identify such
forward-looking statements. These forward-looking statements include, but are
not limited to, statements regarding our business and growth strategy,
particularly as discussed under "Business--Strategy," the expected benefits of
our private label solutions for content and commerce to our affiliates,
advertisers and content providers, the expectation that Netscape and AOL will
meet certain contractual minimum commitments, the expectation that actual
carriage fee payments under the AOL agreement will exceed the sales and
marketing expense recorded for the quarter in which payment is made, the effect
of AOL's acquisition of Netscape, future carriage fees, increased advertising
and public relations expenditures, increased operating expenses and the reasons
for such increases, expected operating losses, increased product development
expenditures, increased costs of revenues, increased product development
expenses, increased sales and marketing expenses, future levels of bad debt
expense, increased general and administrative expenses, anticipated capital
equipment expenditures, anticipated cash needs, the absence of material Year
2000 compliance problems and the time frame and cost of addressing any Year
2000 problems and the successful integration of technology acquired from
Outpost and the cost thereof. This prospectus also contains forward-looking
statements attributed to certain third parties relating to their estimates
regarding the growth of certain markets. Forward-looking statements are subject
to known and unknown risks, uncertainties and other factors that may cause our
and the strategic Internet services industry's actual results, levels of
activity, performance, achievements and prospects to be materially different
from those expressed or implied by such forward-looking statements. These
risks, uncertainties and other factors include, among others, those identified
under "Risk Factors" and elsewhere in this prospectus.

These forward-looking statements apply only as of the date of this
prospectus. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties, and assumptions,
the forward-looking events discussed in this prospectus might not occur. Our
actual results could differ materially from those anticipated in these forward-
looking statements for many reasons, including the risks faced by us described
above and elsewhere in this prospectus. See "Risk Factors."

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the 1,500,000 shares of
common stock that we are selling in this offering will be approximately $86.2
million (approximately $99.2 million if the underwriters exercise their over-
allotment option in full), based on an assumed public offering price of $61.00
per share and after deducting the estimated underwriting discount and estimated
offering expenses. We will not receive any proceeds from the sale of the shares
being sold by the selling stockholders.

We have no specific plan for the net proceeds of this offering. We expect to
use the net proceeds for general corporate purposes, including working capital
to fund anticipated operating losses, payment of additional carriage fees and
capital expenditures. We intend, when the opportunity arises, to use an
unspecified portion of the net proceeds to acquire or invest in complementary
businesses, products and technologies. From time to time, makein the ordinary
course of business, we expect to evaluate potential acquisitions of such
businesses, products or technologies. See "Risk Factors--Potential Acquisitions
Involve Risks" and "--We Have Broad Discretion in Spending the Offering
Proceeds."

Pending use of the net proceeds for the above purposes, we intend to invest
such funds in short-term, interest-bearing, investment-grade securities and use
such funds for general corporate purposes. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources."

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We
currently intend to retain any future earnings and therefore do not anticipate
paying any cash dividends in the foreseeable future.

PRICE RANGE OF COMMON STOCK

Our common stock has been traded on the Nasdaq National Market under the
symbol "INSP" since December 15, 1998, the date of our initial public offering.
Prior to that time, there was no public market for our common stock. The
following table sets forth, for the periods indicated, the high and low sales
prices for our common stock as reported by the Nasdaq National Market.

High Low
------ ------

Fiscal Year Ended December 31, 1998:
Fourth Quarter (from December 15, 1998)......................... $52.00 $15.00
Fiscal Year Ending December 31, 1999
First Quarter (through March 8, 1999)........................... $76.00 $28.50

On March 8, 1999 the last reported sale price for our common stock on the
Nasdaq National Market was $61.00 per share. As of December 31, 1998, there
were approximately 145 holders of record of our common stock. See "Risk
Factors--Our Stock Price Has Been and May Continue to be Volatile."

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 1998.
The as adjusted information reflects the sale and issuance of 1,500,000 shares
of our common stock by us in this offering (assuming a public offering price of
$61.00 per share) and the receipt of the estimated net proceeds we receive from
this offering. This table should be read in conjunction with our Consolidated
Financial Statements and Notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in this prospectus.

December 31, 1998
---------------------
Actual As Adjusted
-------- -----------
(in thousands,
except share data)

Stockholders' equity:
Preferred Stock, $0.0001 par value per share;
15,000,000 shares authorized; no shares issued and
outstanding, actual and as adjusted................... $ -- $ --
Common Stock, $0.0001 par value per share; 50,000,000
shares authorized; 21,141,802 shares issued and
outstanding, actual; 22,641,802 shares issued and
outstanding, as adjusted (1).......................... 2 2
Additional paid-in capital............................. 107,549 193,745
Accumulated deficit.................................... (9,865) (9,865)
Unearned warrants...................................... (3,127) (3,127)
Unearned compensation--stock options................... (311) (311)
-------- --------
Total stockholders' equity........................... 94,248 180,444
-------- --------
Total capitalization............................... $ 94,248 $180,444
======== ========

- --------
(1) Excludes as of December 31, 1998:

. 2,649,740 shares of common stock issuable upon exercise of outstanding
options at a weighted average exercise price of $7.45 per share;

. 3,531,719 shares of our common stock issuable upon exercise of
outstanding warrants at a weighted average exercise price of $6.79 per
share; and

. 559,014 shares of our common stock reserved for future issuance under our
Restated 1996 Flexible Stock Incentive Plan and 1998 Employee Stock
Purchase Plan.

DILUTION

As of December 31, 1998, we had a net tangible book value of approximately
$87.5 million, or $4.14 per share of our common stock. Net tangible book value
per share represents the amount of our total tangible assets reduced by our
total liabilities, divided by the number of shares of our common stock
outstanding. After giving effect to the receipt of the estimated net proceeds
from our sale of 1,500,000 shares of common stock in this offering at an
assumed public offering price of $61.00 per share, our adjusted net tangible
book value as of December 31, 1998 would have been approximately $173.7 million
or $7.67 per share. This represents an immediate increase in net tangible book
value of $3.53 per share to existing stockholders and an immediate dilution of
$53.33 per share to new investors. The following table illustrates this per
share dilution:

Assumed public offering price per share........................ $61.00
Net tangible book value per share before this offering....... $4.14
Increase per share attributable to new investors............. 3.53
-----
Adjusted net tangible book value per share after this
offering...................................................... 7.67
------
Dilution per share to new investors............................ $53.33
======

The following table sets forth as of December 31, 1998, the differences
between existing stockholders and new investors with respect to the number of
shares of common stock purchased from us, the total consideration paid
(assuming a public offering price of $61.00 per share) and the average price
per share paid:

Shares Purchased Total Consideration
------------------ -------------------- Average Price
Number Percent Amount Percent Per Share
---------- ------- ------------ ------- -------------

Existing
stockholders(1)........ 21,141,802 93.4% $103,661,804 53.1% $ 4.90
New investors(1)........ 1,500,000 6.6 91,500,000 46.9 61.00
---------- ----- ------------ -----
Total................. 22,641,802 100.0% $195,161,804 100.0%
========== ===== ============ =====

- --------
(1) Sales by the selling stockholders in this offering will reduce the number
of shares of common stock held by existing stockholders to 19,841,802 or
approximately 87.6% (approximately 85.9%, if the underwriters exercise
their over-allotment option in full) of the total number of shares of
common stock outstanding upon the closing of this offering, and the number
of shares held by new public investors will be 2,800,000 or approximately
12.4% (3,220,000 shares, or approximately 14.1%, if the underwriters
exercise their over-allotment option in full) of the total number of shares
of common stock outstanding after this offering. See "Principal and Selling
Stockholders."

Other than as noted above, the foregoing computations assume the exercise of
no stock options or warrants after December 31, 1998. As of December 31, 1998,
options to purchase 2,649,740 shares of our common stock were outstanding, with
a weighted average exercise price of $7.45 per share, and warrants to purchase
3,531,719 shares of our common stock were outstanding, with a weighted average
exercise price of $6.79 per share. To the extent that the outstanding options
or warrants, or any options or warrants issued in the future, are exercised,
there will be further dilution to new investors.

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," our Consolidated Financial Statements and Notes
thereto and other financial information included elsewhere in this prospectus.
The selected consolidated statements of operations data for the period from
March 1, 1996 (inception) to December 31, 1996, for the years ended December
31, 1997 and December 31, 1998 and the selected consolidated balance sheet data
at December 31, 1997 and 1998 are derived from our audited consolidated
financial statements, which have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports included elsewhere herein, and
are included elsewhere in this prospectus. The selected consolidated balance
sheet data at December 31, 1996 have been derived from audited consolidated
financial statements that have not been included herein.

Period From
March 1, 1996 Year Ended
(Inception) December 31,
to December ---------------
31, 1996 1997 1998
------------- ------ -------
(in thousands,
except per share data)

Consolidated Statements of Operations Data:
Revenues.................................. $ 199 $1,685 $ 9,414
Cost of revenues.......................... 97 411 1,854
------ ------ -------
Gross profit.............................. 102 1,274 7,560
Operating expenses:
Product development..................... 109 213 604
Sales and marketing..................... 231 830 5,385
General and administrative.............. 164 681 3,613
Write-off of in-process research and
development............................ -- -- 2,800
Settlement of litigation................ -- -- 4,500
------ ------ -------
Total operating expenses.............. 504 1,724 16,902
------ ------ -------
Loss from operations...................... (402) (450) (9,342)
Other income, net......................... 21 21 410
Equity in loss from joint venture......... -- -- (125)
------ ------ -------
Net loss.................................. $ (381) $ (429) $(9,057)
====== ====== =======
Basic and diluted net loss per share...... $(0.04) $(0.04) $ (0.67)
====== ====== =======
Shares used in computing basic net loss
per share calculations................... 9,280 10,941 13,560
Shares used in computing diluted net loss
per share calculations................... 9,280 10,998 13,560

December 31,
----------------------
1996 1997 1998
------ ------ --------
(in thousands)

Consolidated Balance Sheet Data:
Cash and short-term investments.. $ 690 $ 324 $ 86,750
Working capital.................. 825 543 85,780
Total assets..................... 1,072 1,398 102,258
Total stockholders' equity...... 1,020 1,028 94,248

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with
"Selected Consolidated Financial Data" and our Consolidated Financial
Statements and Notes thereto included elsewhere in this prospectus. In addition
to historical information, the following discussion contains certain pricing, service or marketing decisions or acquisitionsforward-
looking statements that involve known and unknown risks and uncertainties, such
as statements of our plans, objectives, expectations and intentions. You should
read the cautionary statements made in this prospectus as being applicable to
all related forward-looking statements wherever they appear in this prospectus.
Our actual results could differ materially from those discussed in the forward-
looking statements. Factors that could cause significant declinesor contribute to such differences
include, but are not limited to, those discussed below and in the Company'ssection
entitled "Risk Factors," as well as those discussed elsewhere herein. See
"Forward-Looking Statements."

Overview

InfoSpace.com is a leading provider of private label solutions for content
and commerce to Internet portals, destination sites and Internet appliances. We
began operations in March 1996. During the period from inception through
December 31, 1996, we had insignificant revenues and were primarily engaged in
the development of technology for the aggregation, integration and distribution
of Internet content and the hiring of employees. In 1997, we expanded our
operations, adding business development and sales personnel in order to
capitalize on the opportunity to generate Internet advertising revenues. We
began generating material revenues in 1997 through the sale of advertising on
Web pages that deliver our content services.

We derive substantially all of our revenues from national and local
advertising, promotions, including promotions for content and commerce, and, to
a lesser extent, non-advertising based private label solutions. National
advertising consists of banner advertisements and other forms of national
advertising that are sold on a cost per thousand impressions, or CPM, basis on
Web pages that deliver our content and commerce services. Examples of banner
advertisements include:

. mass market placements for general rotation;

. targeted placements for specified audiences; and

. targeted placements for specified audiences in specified geographic
areas.

The most common of our nonbanner advertisements are known as "button
advertisements" and "textlinks," but also include customized advertising
solutions developed for specific advertisers. We recognize revenues from
national advertising ratably over the related contractual term. We share a
portion of our advertising revenues with affiliates whose sites incorporate our
content where advertisements are placed. We record such revenue sharing as an
expense in cost of revenues.

National advertising agreements generally have terms of less than six months
and guarantee a minimum number of impressions or click throughs. CPMs vary
depending on the type of advertisement purchased and the specificity of
targeting requested. Rates for banner advertising generally range from $10 to
$20 CPM for general rotation across undifferentiated users to $50 or greater
CPM for targeted category or geographic advertisements. Our rates for button
advertisements and textlinks are lower than those for banner advertisements.
Actual CPMs depend upon a variety of factors, including, without limitation,
the degree of targeting, the duration of the advertising contract and the
number of impressions purchased, and are often negotiated on a case-by-case
basis. Because of these factors, actual CPMs may fluctuate. Our guarantee of
minimum levels of impressions or click throughs exposes us to potentially
significant financial risks, including the risk that we may fail to deliver
required minimum levels of user impressions or click throughs, in which case we
typically continue to provide advertising without additional compensation until
such levels are met. See "Risk Factors--We Rely on Advertising and Promotion
Revenues."

Local advertising consists of revenues generated from cooperative sales
relationships with leading independent yellow pages publishers, media companies
and direct marketing companies to sell local Internet yellow pages advertising
on our yellow pages directory services in the form of enhanced yellow pages
listings. The local sales forces of these companies are empowered to sell
Internet yellow pages advertising on our directory services, which are bundled
with the traditional print advertising they sell. Internet yellow pages
advertising agreements provide for terms of one year, with pricing comparable
to print yellow pages advertising, typically paid in monthly installments.
Costs to local advertisers generally range from $50 to $300 or greater per
year, depending on the types of enhancements selected. Agreements for our
cooperative sales relationships typically have terms of one to five years and
provide for revenue sharing, which varies from relationship to relationship.
Typically, we receive guaranteed minimum levels of payments based on floor
prices of the listing enhancements that are sold. We recognize these guaranteed
minimum payments ratably over the related contract term and recognize revenues
earned above the guaranteed minimum payment over the term that the local
advertising is provided.

In addition to our CPM-based national advertising, we also sell promotions.
Promotions are integrated packages of advertising that bundle such features as
button and textlink advertisements, sponsorships of specific categories of
content or content services and electronic commerce features. Promotions also
include co-branding and distribution services that we provide to content
providers, for which we receive carriage revenues. Promotion arrangements vary
in terms and duration, but they generally have longer terms than arrangements
for our CPM-based advertising. The fee arrangements are individually negotiated
with advertisers and are based on the range and the extent of customization.
These arrangements typically include minimum monthly payments. If the
advertiser offers an electronic commerce opportunity in its promotion, we may
derive transaction revenues based on the level of transactions made through the
promotion.

Under our non-advertising based private label solution arrangements,
affiliates pay us on a fixed fee, per-click or page view basis while typically
keeping any revenues generated by our content and commerce solutions. These
arrangements vary in terms and duration, and the fees are individually
negotiated with the affiliate.

In May 1997, we acquired Yellow Pages on the Internet, LLC, or YPI, a
Washington limited liability company that provided Internet yellow pages
directory information. In June 1998, we acquired Outpost, a Washington
corporation engaged primarily in electronic commerce through the sale of cards
and gifts via the Internet. These acquisitions were accounted for under the
purchase method and, accordingly, are included in our operating results from
the date of acquisition forward. The impact of the YPI acquisition on our
income statement was not substantial. The acquisition of Outpost resulted in a
write-off of in-process research and development, goodwill and core technology
amortization and product development costs. Revenues resulting from the Outpost
acquisition have been negligible.

In July 1998, we entered into a joint venture agreement with Thomson to form
TDL InfoSpace to replicate our content and commerce services in Europe. TDL
InfoSpace has targeted the United Kingdom as its first market, and content
services were launched in the third quarter of 1998. Under the joint venture
agreement, Thomson will provide its directory information to TDL InfoSpace and
sell Internet yellow pages advertising for the joint venture through its local
sales forces. We also will license our technology and provide hosting services
to TDL InfoSpace. Thomson and we each purchased a 50% interest in TDL InfoSpace
and are required to provide reasonable working capital to TDL InfoSpace. As of
December 31, 1998, we had contributed $496,000 to the joint venture. We account
for our investment in the joint venture under the equity method. For the year
ended December 31, 1998, we recorded a loss from the joint venture of $125,000.

Effective as of July 1, 1998, we entered into two trademark license
agreements with Netscape to license two of Netscape's trademarks for a one-time
nonrefundable license fee. We capitalized the trademark license fees and are
amortizing them over one year, the expected useful life of the trademarks.

We entered into two directory services agreements with Netscape effective as
of July 1, 1998. Under these agreements, which have a one-year term with
automatic renewal, we serve as the exclusive provider of co-branded yellow
pages and white pages directory services on the Netscape home page (Netcenter).
Netscape has guaranteed us a minimum level of use of our yellow pages and white
pages directories, and we have agreed to pay Netscape a carriage fee each
quarter equal to the product of (x) the cost per click through as specified in
the applicable directory services agreement and (y) the number of click
throughs delivered by Netscape, up to a specified maximum. We accrue monthly a
liability for the estimated click throughs delivered. Netscape reports the
number of click throughs by month on a quarterly basis and invoices us on a
quarterly basis. Payments to Netscape will be recorded as sales and marketing
expenses during the quarter in which the click throughs occur. Netscape
provided in excess of the guaranteed minimum number of click throughs for the
quarters ended September 30, 1998 and December 31, 1998. We expect Netscape to
meet the minimum guaranteed click throughs during the remaining period of the
directory services agreements. If Netscape fails to deliver the guaranteed
minimum number of click throughs, Netscape will either continue the link to our
content services beyond the term of the agreement until the guaranteed minimum
click throughs have been achieved or deliver us a program of equivalent value
as a remedy for the shortfall in click throughs. We will share with Netscape
advertising revenue generated from a search of our directory services initiated
on Netscape's home page.

On August 24, 1998, we entered into agreements with AOL to provide white
pages directory and classifieds information services to AOL. Pursuant to the
white pages directory services agreement, we have agreed to provide to AOL
white pages listings and directory services. We are required to pay to AOL a
quarterly carriage fee, the retention of which is conditioned on the quarterly
achievement of a minimum number of searches on the AOL white pages site. We pay
the quarterly carriage fee in advance at the beginning of the quarter in which
the searches are expected to occur and record the carriage fee as a prepaid
expense in the quarter it is paid. The fee is refundable if we do not achieve
the minimum number of searches on the AOL white pages site for such quarter. In
addition, AOL has guaranteed us a minimum number of searches over the term of
the agreement. If AOL does not deliver the guaranteed minimum number of
searches over the term of the agreement, AOL will pay us a cash penalty
payment. We will share with AOL revenues generated by advertising on our white
pages directory services delivered to AOL. We are entitled to a greater
percentage of advertising revenue than is AOL if the amount of revenue we
receive is less than the carriage fees paid to AOL.

We have agreed to provide white pages directory services to AOL for a three-
year term beginning on November 19, 1998, which term may be extended for four
additional one-year terms at AOL's discretion. AOL may terminate the agreement
for any reason after 18 months or at any time upon the acquisition by AOL of a
competing white pages directory services business. In the event of any such
termination, AOL is required to pay us a termination fee. In addition, without
the payment of a termination fee, AOL has the right to terminate the agreement
if we undergo a change of control.

We have agreed to provide classifieds information services to AOL for a two-
year term, with up to three one-year extensions at AOL's discretion. AOL has
agreed to pay us a quarterly fee and will share with us revenues generated from
payments by individuals and commercial listing services for listings on the AOL
classifieds service.

Pursuant to the terms of these agreements, we have granted AOL the right to
negotiate with us exclusively and in good faith for a period of 30 days with
respect to proposals or discussions that would result in a sale of a
controlling interest of us or other merger, asset sale or other disposition
that effectively results in a change of operations. Also,control of us.

In connection with the Companyagreements, on August 24, 1998, we issued to AOL
warrants to purchase up to 989,916 shares of our common stock. The warrants
vest in 16 equal quarterly installments over four years, conditioned on the
delivery by AOL of a minimum number of searches each quarter on our white pages
directory service and vested as to 61,869 shares on February 1, 1999. The
warrants have an exercise price of $12.00 per share.

We will account for revenue and revenue sharing under the agreements with AOL
under our existing revenue recognition policies described in our Notes to
Consolidated Financial Statements. AOL provided in excess of the minimum number
of searches for the three months ended January 31, 1999, and we expect AOL to
meet the minimum number of searches each subsequent quarter. Accordingly, the
total carriage fee payments to be made under the white pages directory services
agreement will be recognized ratably over the term of the agreement as sales
and marketing expense. However, if AOL does not deliver the minimum searches on
the AOL white pages during that quarter, then AOL is obligated to refund the
quarterly carriage fee paid for that specific quarter, in which case we would
credit prepaid expense and reduce the total cost of the white pages directory
services agreement by the amount of the refund. The adjusted total cost of the
agreement would be recognized ratably over the remaining term of the agreement
as sales and marketing expense, which term would include the quarter in which
AOL did not deliver the minimum number of searches. For at least the first two
years of the white pages agreement, we expect that actual carriage fee payments
will exceed the sales and marketing expense recorded for the quarter in which
the payment is made. As such, we expect to experience increases in our prepaid
expense account during this time. Any termination fee paid to us by AOL will be
recognized as revenue when paid. The warrants will be valued under the fair
value method, as required under Statement of Financial Accounting Standards
("SFAS") 123, and amortized ratably over the four-year vesting period.

In November 1998, AOL announced that it would acquire Netscape. While we
currently is involvedbelieve that this acquisition will not have a material effect on our
relationships with AOL or Netscape, our relationships may change in the future.
See "Risk Factors--Our Industry Is Experiencing Consolidation."

We anticipate that carriage fees paid to certain affiliates to include our
content services on their Web sites will continue for the foreseeable future,
and we may also pay such carriage fees to other affiliates under arrangements
similar to those with Netscape and AOL. Further, we incurred material
additional costs in the fourth quarter of 1998, and anticipate incurring
substantially larger amounts in 1999 and thereafter, for more traditional forms
of advertising and public relations. See "--Quarterly Results of Operations."

We have incurred losses since our inception and as of December 31, 1998 had
an accumulated deficit of approximately $9.9 million. For the year ended
December 31, 1998, our net loss totaled $9.1 million, including a $2.8 million
write-off associated with our acquisition of Outpost and a $4.5 million cash
payment to settle a lawsuit filed by a former employee
involvingemployee. See "--Technology from
the Outpost Acquisition" and "Business--Legal Proceedings."

We believe that our future success will depend largely on our ability to
continue to offer content and commerce solutions that are attractive to our
existing and potential future affiliates. Accordingly, we plan to increase
significantly our operating expenses in order to, among other things:

. expand our affiliate network, which may require us to pay additional
carriage fees to certain claimsaffiliates;

. expand our sales and marketing operations and hire more salespersons;

. increase our advertising and promotional activities;

. develop and upgrade our technology and purchase equipment for our
operations and network infrastructure;

. expand internationally; and

. expand our content and commerce offerings.

Accordingly, we expect to options to purchase Common Stock. Toincur significant operating losses on a quarterly
basis in the extentfuture. In light of the Company

6rapidly evolving nature of our business
and limited operating history, we believe that period-to-period comparisons of
our revenues and operating results are not necessarily meaningful, and you
should not rely upon them as indications of future performance. Although we
have experienced sequential quarterly growth in revenues over the past six
quarters, we do not believe that our historical growth rates are necessarily
sustainable or indicative of future growth.

is required to issue sharesHistorical Results of Common Stock or options to purchase Common
Stock,Operations

The following table sets forth the Company would recognize an expense which could have a material
adverse effect on the Company'shistorical results of our operations
expressed as a percentage of total revenues.

Percentage of Revenues
------------------------------
Period From
March 1, 1996 Year Ended
(Inception) to December 31,
December 31, ---------------
1996 1997 1998
-------------- ------ ------

Revenues.................................. 100.0 % 100.0 % 100.0 %
Cost of revenues.......................... 48.5 24.4 19.7
------ ------ ------
Gross profit.............................. 51.5 75.6 80.3
Operating expenses:
Product development..................... 55.0 12.6 6.4
Sales and marketing..................... 115.8 49.3 57.2
General and administrative.............. 82.2 40.4 38.4
Write-off of in-process research and
development............................ -- -- 29.7
Settlement of litigation................ -- -- 47.8
------ ------ ------
Total operating expenses.............. 253.0 102.3 179.5
Loss from operations...................... (201.5) (26.7) (99.2)
Other income, net......................... 10.6 1.3 4.4
Equity in loss from joint venture......... -- -- (1.3)
------ ------ ------
Net loss.................................. (190.9)% (25.4)% (96.1)%
====== ====== ======

Results of Operations

Periods ended December 31, 1996, 1997, and 1998

Revenues. We currently derive substantially all of our revenues from
advertising, which includes national, local and classifieds, promotions, which
includes content carriage and syndication, and to a lesser extent, commerce
transactions, technology licensing and co-brand fees. Revenues were $199,000
for the period ended December 31, 1996, $1.7 million for the year ended
December 31, 1997 and $9.4 million for the year ended December 31, 1998. The
increases year to year are due primarily to increased expansion of our
affiliate network, increased traffic to our affiliate network that results in
increased page views, increased sales and marketing efforts and increased use
of our content and commerce services. Additionally, the Company began selling
promotion arrangements, including content, carriage and commerce in 1997 that
contributed to the increase in revenues.

Cost of Revenues. Cost of revenues consists of expenses associated with the
enhancement, maintenance and support of our content services, including direct
personnel expenses, communication costs such as high-speed Internet access with
dedicated DS-3 communication lines, server equipment depreciation, license fees
related to third-party content and costs of aggregation and syndication of
content, which are the amounts paid to affiliates pursuant to revenue-sharing
arrangements. For the year ended December 31, 1997, cost of revenues also
includes amortization of purchased advertising agreements. Cost of revenues
were $97,000, or 48.5% of revenues, for the period ended December 31, 1996 as
compared to $411,000, or 24.4% of revenues, for the year ended December 31,
1997 and approximately $1.9 million, or 19.7% of revenues, for the year ended
December 31, 1998. The absolute dollar increases from year to year are
primarily attributable to costs incurred in order to support greatly increased
delivery of content and commerce solutions.

Product Development Expenses. Product development expenses consist
principally of personnel costs, and include expenses for research, design and
development of the proprietary technology we use to aggregate, integrate and
distribute our content and commerce services. Product development expenses were
$109,000, or 55.0% of revenues, for the period ended December 31, 1996 as
compared to $213,000, or

12.6% of revenues, for the year ended December 31, 1997 and $604,000, or 6.4%
of revenues, for the year ended December 31, 1998. The year to year increases
in absolute dollars are primarily attributable to increases in engineering
personnel needed for continued development of our products and service
offerings.

We will adopt Statement of Position 98-1 (SOP 98-1), Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use for the calendar
year beginning January 1, 1999. Adoption may require future product development
costs to be capitalized, which prior to the adoption of SOP 98-1, would have
been expensed. We expect total product development expenditures to increase;
however, a certain portion of those expenditures may be capitalized and
amortized over future periods. As a result, product development expenses may
not relate directly to actual expenditure levels.

Sales and Marketing Expenses. Sales and marketing expenses consist primarily
of salaries and related benefits for sales and marketing personnel, trademark
licensing and carriage fees paid to certain affiliates to include our content
services on their Web sites, traditional advertising and promotional expenses,
sales office expenses and travel expenses. Sales and marketing expenses were
$231,000, or 115.8% of revenues, for the period ended December 31, 1996 as
compared to $830,000, or 49.3% of revenues, for the year ended December 31,
1997 and approximately $5.4 million, or 57.2% of revenues, for the year ended
December 31, 1998. Such expenses were incurred primarily to support the
continued expansion of our business and to cover trademark licensing and
carriage fees paid to certain affiliates.

General and Administrative Expenses. General and administrative expenses
consist primarily of fees for professional services, bad debt expenses,
goodwill and intangible asset amortization, occupancy and general office
expenses, salaries and related benefits for administrative and executive staff
and state taxes. General and administrative expenses were $164,000, or 82.2% of
revenues, for the period ended December 31, 1996 as compared to $681,000, or
40.4% of revenues, for the year ended December 31, 1997 and approximately $3.6
million, or 38.4% of revenues, for the year ended December 31, 1998, primarily
due to increased staffing levels necessary to manage and support our expanding
operations, and to a lesser extent, for goodwill and intangible asset
amortization of capitalized acquisition costs.

Write-Off of In-Process Research and Development. Write-offs of in-process
research and development are recorded at the time an acquisition is completed.
The year ended December 31, 1998 included a $2.8 million write-off of in-
process research and development costs associated with our June 1998
acquisition of Outpost.

Settlement of Litigation. On February 22, 1999, we reached a settlement with
a former employee. Under the terms of the settlement, the former employee
received a cash payment of $4.5 million. We accrued a liability of $240,000 for
estimated settlement costs in the quarter ended June 30, 1998. We recorded an
expense of $4,260,000 for the difference between the accrued liability and the
actual settlement amount in the quarter ended December 31, 1998.

Other Income, Net. Other income consists primarily of interest income for all
periods. Other income was $21,000 for the period ended December 31, 1996,
$21,000 for the year ended December 31, 1997 and $410,000 for the year ended
December 31, 1998 primarily due to interest earned on increased cash balances
on deposit resulting from private financings in July and August of 1998 and
from the net proceeds from our initial public offering completed on December
15, 1998.

Equity in Loss from Joint Venture. Equity in loss from joint venture consists
of losses attributable to our 50% interest in TDL InfoSpace, our joint venture
with Thomson Directories Limited in the United Kingdom. Beginning in the
quarter ended September 30, 1998, and continuing through December 31, 1998, we
recorded joint venture losses totaling approximately $125,000 in this joint
venture, due primarily to start-up operating costs associated with the venture.

Provision for Income Taxes. Net operating losses have been incurred to date
on a cumulative basis, and no tax benefit has been recorded, as sufficient
uncertainty exists regarding unrealizability of the deferred tax assets.

Net Loss. Our losses increased from $381,000 for the period ended December
31, 1996 to $429,000 for the year ended December 31, 1997 and to $9.1 million
for the year ended December 31, 1998. This loss

includes the $2.8 million write-off of in-process research and development
noted above and the $4.5 million expense to settle a lawsuit filed by a former
employee. Our cumulative losses sustained since inception total $9.9 million.

Quarterly Results of Operation

The following table sets forth certain consolidated statements of operations
data for our eight most recent quarters, as well as such issuance occurs. See "--Legal Proceedings."data expressed as a
percentage of revenues. We have derived this information from our unaudited
consolidated financial statements. In management's opinion, we have prepared
this unaudited information on the same basis as the audited annual consolidated
financial statements, and this information includes all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation for the
quarters presented. You should read this information in conjunction with our
Consolidated Financial Statements and Notes thereto included elsewhere in this
prospectus. The Company hasoperating results for any quarter are not necessarily
indicative of results for any future period.

Quarter Ended
---------------------------------------------------------------------------------
March 31, June 30, Sept. 30, Dec. 31, March 31, June 30, Sept. 30, Dec. 31,
1997 1997 1997 1997 1998 1998 1998 1998
--------- -------- --------- -------- --------- -------- --------- --------
(in thousands)

Revenues................ $ 244 $ 222 $ 466 $ 753 $1,015 $ 1,840 $2,519 $4,040
Cost of revenues........ 59 88 101 163 224 336 548 746
----- ----- ----- ----- ------ ------- ------ -------
Gross profit............ 185 134 365 590 791 1,504 1,971 3,294
Operating expenses:
Product development... 55 55 48 55 50 99 158 297
Sales and marketing... 168 191 232 239 434 470 1,536 2,945
General and
administrative....... 87 96 136 362 324 616 1,203 1,470
Write-off of in-
process research and
development.......... -- -- -- -- -- 2,800 -- --
Settlement of
litigation........... -- -- -- -- -- 240 -- 4,260
----- ----- ----- ----- ------ ------- ------ -------
Total operating
expenses........... 310 342 416 656 808 4,225 2,897 8,972
Loss from operations.... (125) (208) (51) (66) (17) (2,721) (926) (5,678)
Other income, net....... 7 6 5 3 5 38 109 258
Equity in loss from
joint venture.......... -- -- -- -- -- -- (76) (49)
----- ----- ----- ----- ------ ------- ------ -------
Net loss................ $(118) $(202) $ (46) $ (63) $ (12) $(2,683) $ (893) $(5,469)
===== ===== ===== ===== ====== ======= ====== =======

As a Percentage of Revenues
---------------------------------------------------------------------------------
March 31, June 30, Sept. 30, Dec. 31, March 31, June 30, Sept. 30, Dec. 31,
1997 1997 1997 1997 1998 1998 1998 1998
--------- -------- --------- -------- --------- -------- --------- --------

Revenues................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues........ 24.2 39.6 21.7 21.6 22.1 18.3 21.8 18.5
----- ----- ----- ----- ------ ------- ------ -------
Gross profit............ 75.8 60.4 78.3 78.4 77.9 81.7 78.2 81.5
Operating expenses:
Product development... 22.5 24.8 10.3 7.3 4.9 5.4 6.3 7.4
Sales and marketing... 68.9 86.0 49.8 31.7 42.8 25.5 61.0 72.9
General and
administrative....... 35.7 43.2 29.2 48.1 31.9 33.5 47.8 36.4
Write-off of in-
process research and
development.......... -- -- -- -- -- 152.2 -- --
Settlement of
litigation........... -- -- -- -- -- 13.0 -- 105.4
----- ----- ----- ----- ------ ------- ------ -------
Total operating
expenses........... 127.1 154.0 89.3 87.1 79.6 229.6 115.1 222.1
Loss from operations.... (51.3) (93.6) (11.0) (8.7) (1.7) (147.9) (36.9) (140.6)
Other income, net....... 2.9 2.7 1.1 0.4 0.5 2.1 4.3 6.4
Equity in loss from
joint venture.......... -- -- -- -- -- -- (3.0) (1.2)
----- ----- ----- ----- ------ ------- ------ -------
Net loss................ (48.4)% (90.9)% (9.9)% (8.3)% (1.2)% (145.8)% (35.6)% (135.4)%
===== ===== ===== ===== ====== ======= ====== =======

Quarterly Information

Revenues. Revenues increased during each of the six quarters ended December
31, 1998, primarily as a result of continued expansion of our affiliate
network, increased sales and marketing efforts and increased use of our content
and commerce services. A portion of our revenues represents barter transactions
resulting from our exchange with other companies of banner advertising space
for reciprocal banner advertising space or for content licenses. Barter
revenues aggregated $165,000 for the four quarters in 1997 and were $195,000
for the quarter ended March 31, 1998, $189,000 for the quarter ended June 30,
1998, $257,000 for the quarter ended September 30, 1998 and $212,000 for the
quarter ended December 31, 1998. We record the associated expense of the
advertising used in advertising barter exchanges in sales and marketing
expenses and the expense of the advertising for content licenses in cost of
revenues.

We have experienced, and expectsexpect to continue to experience, seasonality in itsour
business, with reduced user traffic on itsour affiliate network expected during
the summer and year-end vacation and holiday periods, when usage of the
Internet has typically declined. Advertising sales in traditional media, such
as broadcast and cable television, generally decline in the first and third
quarters of each year. Depending on the extent to which the Internet and
commercial online services are accepted as an advertising medium, seasonality
in the level of advertising expenditures could become more pronounced for
Internet-based advertising. Seasonality in Internet service usage and
advertising expenditures is likely to cause quarterly fluctuations in the Company's operating results and could have a material adverse effect on
the Company's business, financial condition andour
results of operations.

DueCost of Revenues. For the eight quarters ended December 31, 1998, the largest
expenditures for cost of revenues were for license fees related to the foregoing factors, the Company's revenues and operating results
are difficult to forecast. The Company believes that its quarterly revenues,third-party
content, communication costs, direct personnel expenses, and operating results willto a lesser
extent, amounts paid to affiliates pursuant to revenue-sharing agreements.
These expenses have continued to increase in absolute dollars and have remained
relatively constant as a percentage of revenues over the six quarters ended
December 31, 1998. We expect these expenses to continue to increase in absolute
dollars.

Product Development Expenses. Product development expenses remained
relatively constant for the five quarters ended March 31, 1998 and increased by
approximately $49,000 in the quarter ended June 30, 1998, with approximately
$47,500 of the increase attributable to personnel costs. Product development
expenses increased by an additional $59,000 in the quarter ended September 30,
1998, with all of the increase attributable to personnel costs, then increased
by an additional $139,000 in the quarter ended December 31, 1998, with $79,000
of the increase attributable to personnel costs and the remaining $60,000 of
the increase attributable to software and software licenses. These expenses
declined significantly as a percentage of revenues due to our revenue growth
during the five quarters ended March 31, 1998, then increased gradually as a
percentage of revenues due to personnel additions in product development
proportionately greater than the concurrent increase in revenues. We intend to
increase these expenses significantly in future periods in order to maintain
and enhance our technology. These expenses may vary as a percentage of
revenues.

Sales and Marketing Expenses. Sales and marketing expenses have continued to
increase over the eight quarters ended December 31, 1998 to support the
continued expansion of our business. Total sales and marketing expenses for the
four quarters ended December 31, 1997 totaled approximately $830,000, and
increased to a total of approximately $904,000 for the two subsequent quarters
ended June 30, 1998. Thus, a quarterly average in the first half of calendar
1998 included sales and marketing expenditures of approximately $452,000,
compared to a quarterly average in calendar 1997 of $208,000, which equates to
an average increase of 118% in quarterly sales and marketing expenditures, or
$244,000 per quarter. Of this $244,000 average increase, approximately 33% was
attributable to increased personnel costs, approximately 48% to increased
barter advertising expense, and approximately 19% to advertising and marketing
and other sales expenses.

Sales and marketing expenses increased significantly in the future and that
period-to-period comparisons are not meaningful and are not indicative of
future performance. As a result of the foregoing factors, it is likely that in
some future quarters or years the Company's operating results will fall below
the expectations of securities analysts or investors, which would have a
material adverse effect on the trading price of the Common Stock. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Selected Quarterly Operating Results."

Reliance on Advertising and Promotion Revenues. The Company derives
substantially all of its revenues from the sale of advertisements and
promotions on the Web pages that deliver the Company's content services and
expects that advertising and promotion revenues will continue to account for
substantially all of its revenues in the foreseeable future. The Company's
ability to increase its advertising and promotion revenues will depend on,
among other things, national and local advertisers' acceptance of the Internet
as an attractive and sustainable medium, the development of a large base of
end users of the Company's content services having demographic characteristics
attractive to advertisers, the success of the Company's strategy to sell local
Internet yellow pages advertising through independent yellow pages publishers,
media companies and direct marketing companies, the expansion and productivity
of the Company's advertising sales force and the development of the Internet
as an attractive platform for electronic commerce. To date, substantially all
of the Company's revenues have been derived from national advertising and
promotions and the Company has not yet generated significant revenues from
local Internet yellow pages advertising, which the Company is relying on as a
significant source of future revenues. The Company intends to rely in
significant part on sales of local Internet yellow pages advertising generated
by the sales forces of independent yellow pages publishers, media companies
and direct marketing companies. The failure to generate these sales would have
a material adverse effect on the Company's business, financial condition and
results of operation. There can be no assurance that the Company will be
successful in generating significant future national and local advertising and
promotion revenues, and the failure to do so would have a material adverse
effect on the Company's business, financial condition and results of
operations. See "--Dependence on Sales by Third Parties," "--Risks Associated
With International Expansion," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business--Advertising and
Promotions."

The Company's national advertising arrangements typically require the
Company to guarantee minimum levels of impressions or click throughs. These
arrangements expose the Company to potentially significant financial risks,
including the risk that the Company may fail to deliver required minimum
levels of impressions or click throughs, in which case the Company typically
continues to provide advertising without compensation until such levels are
met. In addition, such advertisers may terminate their agreements or may renew
their agreements on less favorable terms to the Company. In connection with
certain promotion arrangements and content agreements, the Company guarantees
the availability of advertising space. There can be no assurance that the
Company will have sufficient inventory either to meet such guarantees or to
sell additional promotions and advertisements. The Company also provides
customized advertising campaigns for certain of its

advertisers which may require the dedication of resources and significant
programming and design efforts to accomplish. In addition, the Company has
granted exclusivity to certain of its advertisers and may in the future grant
additional exclusivity to additional advertisers. Such exclusivity arrangements
may have the effect of preventing the Company, for the duration of such
arrangements, from accepting advertising within a particular subject matter in
the Company's content services or across part or all of the Company's content
services. The inability of the Company to enter into further advertising or
promotion arrangementsquarter ended
March 31, 1998 as a result of its exclusivity arrangements couldan increase in barter transactions, and continued
to increase in the quarter ended June 30, 1998 due to

higher expenses required to support growth of our revenues. Sales and marketing
expenses increased significantly in the quarter ended September 30, 1998 as a
result of trademark licensing and carriage fees. The expenses for barter
advertising increased from $39,000 in the quarter ended December 31, 1997 to
approximately $163,000 in the quarter ended March 31, 1998, declined to
approximately $147,000 in the quarter ended June 30, 1998, increased to
$176,000 in the quarter ended September 30, 1998 and decreased to $160,000 in
the quarter ended December 31, 1998. Trademark licensing and carriage fees were
not material from inception through the quarter ended June 30, 1998 and were
$927,000 in the quarter ended September 30, 1998, increasing to $1.6 million in
the quarter ended December 31, 1998. These constituted the majority of expense
increases between these periods. Further, traditional advertising increased
from $64,000 in the quarter ended September 30, 1998 to $540,000 in the quarter
ended December 31, 1998.

These expenses have fluctuated significantly as a material adverse effect onpercentage of revenues over
the Company's business, financial conditioneight quarters ended December 31, 1998. We anticipate substantial
additional near-term increases in sales and resultsmarketing expenses of operations. See "Business--Advertisinga magnitude
comparable to the increases experienced for the quarter ended December 31, 1998
due to continued expansion of our sales and Promotions."

Reliance on Affiliate Relationships. The Company's abilitymarketing efforts, a substantial
increase in trademark licensing and carriage fees paid to generate
revenues from advertising and promotions depends on its abilitycertain affiliates to
secure and
maintain distribution for itsinclude our content services on acceptable commercial terms
through a wide range of affiliates. The Company expects that revenues generated
fromtheir Web sites, including under the sale of advertisements and promotions delivered through its network of
affiliates will continue to account for a significant portion of the Company's
revenues for the foreseeable future. In particular, the Company expects that a
limited number of its affiliates, including Netscape Communications Corporation
("Netscape"), America Online, Inc. ("AOL") and Lycos, Inc. ("Lycos") will
account for a substantial portion of its affiliate traffic and, therefore,
revenues over time. The Company's distribution arrangements with its affiliates
typically are for limited durations of between six months and two years and are
generally terminable after six months. There can be no assurance that such
arrangements will be renewed upon expiration of their terms. The Company and
each affiliate generally share a portion of the revenues generated by
advertising on the Web pages that deliver the Company's content services. The
Company has recently entered intorecent
agreements with Netscape and AOL, under whichand increases in traditional forms of
advertising and public relations. We expect these expenses to increase
significantly in absolute dollars and as a percentage of revenues through at
least the Company has paid,quarter ended June 30, 1999. See Note 5 of our Notes to Consolidated
Financial Statements.

General and willAdministrative Expenses. Increases in quarterly general and
administrative expenses were due primarily to increased staffing levels
necessary to manage and support our expanding operations. General and
administrative expenses increased from $324,000 in the future pay, certainquarter ended March 31,
1998 to approximately $616,000 in the quarter ended June 30, 1998. These
expenses for the quarter ended June 30, 1998, included an increase in the
accrual for bad debts of $151,000, due primarily to the write-off of amounts
receivable from a single customer, and a $132,000 increase in professional
services. General and administrative expenses increased from $616,000 in the
quarter ended June 30, 1998 to approximately $1.2 million in the quarter ended
September 30, 1998. This net increase of $587,000 was comprised of an
approximately $152,000 increase in amortization of goodwill plus increases in
occupancy and moving expenses, computer equipment expenses, professional
services, and debt expenses and salaries. Bad debt expenses for the quarter
ended September 30, 1998 represented approximately $245,000, primarily for two
major and several minor customers. General and administrative expenses
increased from approximately $1.2 million in the quarter ended September 30,
1998 to approximately $1.5 million in the quarter ended December 31, 1998. This
net increase of $267,000 primarily consisted of a $107,000 increase in
salaries, a $84,000 increase in professional services, a $42,000 increase in
occupancy expenses, and a $38,000 increase in state tax, all partially offset
by a $58,000 reduction in the amount of bad debt expenses, which decreased from
$245,000 in the quarter ended September 30, 1998 to $187,000 in the quarter
ended December 31, 1998.

A significant portion of our advertiser base has been comprised of emerging
growth companies with limited operating histories and limited financial
resources. Consequently, these companies represent higher than normal credit
risks. Our bad debt expense represented approximately 8.2% of revenues in the
quarter ended June 30, 1998 and 9.7% of revenues in the quarter ended September
30, 1998, then decreased to 4.6% of revenues in the quarter ended December 31,
1998. We have established formal credit and collection policies, which were
implemented during the quarter ended September 30, 1998. Prior to the
establishment of these policies, we did not review the credit worthiness of new
customers. With the implementation of these new policies, and the reduction in
both the dollar amount and the percentage of bad debts in the quarter ended
December 31, 1998, we expect bad debt expense as a percentage of revenues to
remain relatively constant. We closely monitor the aging of accounts
receivable, but record the allowance based on specifically identified accounts.
We anticipate that general and administrative expenses will continue to
increase in absolute dollars due to a number of factors, including the recent
addition of

several officers and managers to our payroll and the expected hiring of
additional personnel to support increased operations, higher occupancy expenses
associated with our new facility and increased costs associated with being a
public company. In addition, these expenses will include approximately $243,000
per quarter for the next four years for the remaining amortization of goodwill
from the June 1998 acquisition of Outpost. However, these expenses may vary as
a percentage of revenues.

Write-Off of In-Process Research and Development. The quarter ended June 30,
1998 includes a $2.8 million non-recurring write-off of in-process research and
development costs associated with our acquisition of Outpost.

Other Income, Net. We commenced earning material interest income in the
quarter ended June 30, 1998 and continued to accrue increasing amounts through
the quarter ended December 31, 1998.

Equity in Loss From Joint Venture. Beginning in the quarter ended September
30, 1998, equity in loss from joint venture consists of losses attributable to
our 50% interest in TDL InfoSpace, our joint venture with Thomson. We recorded
a joint venture loss of $76,000 for the quarter ended September 30, 1998 and
$49,000 for the quarter ended December 31, 1998.

Net Loss. We have sustained losses in all eight quarters ended December 31,
1998, and the cumulative losses from inception in March 1996 through that date
were $9.9 million. We expect to incur significant operating losses on a
quarterly basis in the future.

BALANCE SHEET COMMENTARY

At December 31, 1998, we had $14.6 million of cash and cash equivalents and
$73.4 million of short and long-term investments. These balances on deposit
primarily resulted from private financings in July and August of 1998 and from
the net proceeds from our initial public offering completed on December 15,
1998.

At December 31, 1998, we had accounts receivable of approximately $4.0
million, with an allowance for doubtful accounts of $597,000 resulting in net
accounts receivable of approximately $3.4 million. The accounts receivable
balance included $425,000 of pre-billings and $1.1 million from one customer
under a deferred payment arrangement. Subsequent to December 31, 1998, we
received payments of $590,000 from this customer. Under the terms of the
deferred payment agreement, this customer was current as of December 31, 1998.

The balance sheet includes prepaid expenses of $2.6 million and deferred
revenues of $1.4 million at December 31, 1998. Because of the contractual
nature of our business, we often make payments in advance of receiving
services. In addition, in some instances we invoice our customers and may
receive up-front payments from them prior to performing services. The balance
sheet reflects cash prepayments made, pre-billings invoiced, and cash received
from pre-billings, as per the terms of those contracts. We have prepaid
expenditures primarily under carriage feesfee agreements, which we will expense
over the contractual period as the services are received. We have also recorded
deferred revenues, which are comprised of billings in excess of recognized
revenues and payments received pursuant to Netscape and AOL. Under its agreement with Netscape, which providescontractual agreements in advance of
revenue recognition. We will recognize these revenues when we perform the
services.

Accrued expenses as of December 31, 1998 includes a $4.5 million accrual for
a one-
year termlitigation settlement reached with automatic renewal provisions, the Company paid licensing fees to
Netscape and is obligated to make additional payments to Netscape baseda former employee on the
number of click throughsFebruary 22, 1999. As
this subsequent event was settled after December 31, 1998 but prior to the
Company's services. Netscape guaranteesissuance of the financial statements, the expense and accrual were recorded in
1998.

Factors Affecting Quarterly Results of Operations

Our financial results have varied on a quarterly basis and are likely to
fluctuate substantially in the Company a certain minimumfuture. These fluctuations may be caused by
several factors, many of which are beyond our control. These factors include:

. the addition or loss of affiliates;

. variable demand for our content and commerce solutions by our affiliates;

. the cost of acquiring and the availability of content;

. the overall level of usedemand for content and commerce services;

. our ability to attract and retain advertisers and content providers;

. seasonal trends in Internet usage and advertising placements;

. the amount and timing of the Company's yellow pages and white
pages directory services. The agreement with AOL relating to the Company's
white pages directory services has a three-year term, which may be extended for
an additional year and subsequently renewed for up to three successive one-year
terms at AOL's discretion. This agreement may be terminated by AOL upon
acquisition by AOL of a competing white pages directory services business or
for any reason after 18 months, upon payment of a termination fee, or at any
time in the event of a change of control of the Company. Under this agreement,
the Company willfees we pay to AOL a quarterly carriage feeour affiliates to include our
content and share with AOL
revenues generated by advertisingcommerce solutions on their Web sites;

. the Company's white pages directory
services delivered to AOL. There can be no assurance that the Company's
relationship with Netscape or AOL will be profitable or result in benefits to
the Company that outweigh the costsproductivity of the relationship.

The Company's affiliate relationships are in an early stage of development,our direct sales force and there can be no assurance that affiliates, especially major affiliates,
will not demand a greater portion of advertising revenues or require the
Company to make payments for access to any such affiliate's site or device.
There can be no assurance that the Company would be able to timely or
effectively replace any major affiliate with other affiliates with comparable
traffic patterns and user demographics. The loss of any major affiliate or an
adverse change in the Company's pricing model could have a material adverse
effect on the Company's business, financial condition and results of
operations. See "Business--Affiliate Network."

Dependence on Sales by Third Parties. The Company relies on arrangements with
independent yellow pages publishers, media companies and direct marketing
companies to generate local Internet yellow pages advertising revenues,
primarily from enhanced listings on the Company's Internet yellow pages
directory services in the form of enhanced yellow pages listings. Under its
arrangements with independent yellow pages publishers, the Company typically
provides exclusive rights to the publisher to sell local advertising in a
specific geographic area and does not restrict the publisher's ability to sell
advertising for any other source. The Company currently expects that a greater
portion of its future advertising revenues will be derived from these
relationships. There can be no assurance, however, that the sales forces of
these independent yellow

pages publishers, media companies and direct marketing companies will actively
pursue this opportunity to sell local Internet yellow pages advertisements to
their customers, that their customers will purchase Internet advertising or
that significant revenues will be generated by these relationships. The
Company's independent yellow pages publishers, media companies and direct
marketing companies have only recently begun to offer local Internet yellow
pages advertising and, as such, have extremely limited experience in
forecasting and executing Internet advertising business models. The Company's
future operating plans are based, in part, on the local Internet yellow pages
forecasts of the
independent yellow pages publishers, media companies and direct marketing
companies with which it has relationships. The Company cannot
accurately predict the timing or the extent of the success of thesethat sell local
advertising efforts. These sales forces generally do not have experience
selling Internet advertising to local advertisers, and the Company may have to
expend significant time and effort in training such sales forces. Further, the
independent yellow pages publishers, media companies and direct marketing
companies have broad discretion in setting advertising rates, and there can be
no assurance that they will develop a profitable business model. The Company
also relies on the advertisement production infrastructure of these companies
for the billing and collection of local advertising payments and the production
and filing of display advertisements and button advertisements. The failure of
the sales forces of independent yellow pages publishers, media companies and
direct marketing companies to successfully transfer print advertisements to
advertisements in the Company's Internet yellow pages directory services oradvertising for these sales relationshipsus;

. the amount and timing of increased expenditures for expansion of our
operations, including the hiring of new employees, capital expenditures
and related costs;

. our ability to otherwise generate meaningful revenues for the
Company or for these companiescontinue to cease toenhance, maintain and support an
advertisement production infrastructure could have a material adverse effect onour technology;

. the Company's business, financial condition and resultsresult of operations. These
risks are also applicable tolitigation that is currently ongoing against InfoSpace.com,
or any litigation that is filed against us in the Company'sfuture;

. our ability to generate revenues from
its international operations. See "--Risks Associated With International
Expansion"attract and "Business--Advertising and Promotions."

Uncertain Adoptionretain personnel;

. the introduction of the Internet as an Advertising Medium. Most advertising
agencies and potential advertisers, particularly local advertisers, have only
limited experiencenew or enhanced services by us or our affiliates, or
other companies that compete with the Internet as an advertising medium and have not
devoted a significant portion of their advertising expenditures to Internet
advertising. There can be no assurance that advertisersus or advertising agencies
will allocateour affiliates;

. price competition or continue to allocate funds for Internet advertising or that
they will find such advertising to be effective for promoting their products
and services relative to traditional methods of advertising. In addition, use
of the Internet for advertisingpricing changes in international markets is at a much earlier
stage of development than in the United States.

There are no widely accepted standards for the measurement of the
effectiveness of Internet advertising and there can be no assurance thatInternet
services, such standards will develop sufficientlyas ours;

. technical difficulties, system downtime, system failures or Internet
brown-outs;

. political or economic events and governmental actions affecting Internet
operations or content; and

. general economic conditions and economic conditions specific to support Internet advertising as a
significant advertising medium. Advertising rates are typically based on the
numberInternet.

If one or more of impressions received, and the Company's advertising customers may not
accept the Company'sthese factors or other third parties' measurements of impressions onfactors occur, our business could
suffer.

In addition, because InfoSpace.com only began operations in March 1996, and
because the Web sites of the Company's affiliates utilizing the Company's contentmarket for Internet services or such measurements may contain errors.

Thereas ours is fluidnew and intense competition in the sale of advertising on the
Internet, resulting in a wide range of rates quoted and a variety of pricing
models offered by different vendors for a variety of advertising services,
which makesevolving, it
difficult to project future levels of advertising revenues that
will be realized generally or by any specific company. It is alsovery difficult to predict future financial results. We plan to significantly
increase our sales and marketing, research and development and general and
administrative expenses in 1999. Our expenses are partially based on our
expectations regarding future revenues, and are largely fixed in nature,
particularly in the short term. As a result, if our revenues in a period do not
meet our expectations, our financial results will likely suffer.

Liquidity and Capital Resources

From our inception in March 1996 through May 1998, we funded operations with
approximately $1.5 million in equity financing and, to a lesser extent, from
revenues generated for services performed. In

May 1998, we completed a $5.1 million private placement of our common stock,
and in July and August 1998, we completed an additional private placement of
our common stock for $8.2 million. Sales of our common stock to employees
pursuant to our 1998 Stock Purchase Rights Plan also raised $1.7 million in
July 1998. Our initial public offering in December 1998 yielded net proceeds of
$77.8 million. As of December 31, 1998, we had cash and short-term investments
of $86.7 million.

Net cash used by operating activities was $462,000 from our inception in
March 1996 through December 31, 1996, $202,000 in the year ended December 31,
1997 and $978,000 in the year ended December 31, 1998. Cash used in operating
activities from inception through December 31, 1998 consisted primarily of net
operating losses and increases in accounts receivable, which pricing modelswere partially
offset by increases in accrued expenses and accounts payable.

Net cash used by investing activities was $219,000 in the period from
inception through December 31, 1996, $164,000 in the year ended December 31,
1997 and $78.6 million in the year ended December 31, 1998. Cash used in
investing activities consists primarily of short-term investments of net
proceeds from our initial public offering and private placements of common
stock and, to a lesser extent, from purchases of trademark licenses, businesses
and purchase of property and equipment. Cash provided by financing activities
consists of net proceeds from our initial public offering and, to a lesser
extent, from private placements of common stock.

We anticipate that we will spend up to $1.7 million for capital equipment in
the next twelve months. We have also entered into various agreements that
provide for us to make payments for carriage agreements of $5.9 million during
all of 1999 and for carriage fees of $5.3 million for the period from 2000
through 2002.

We believe that existing cash balances, cash equivalents and cash generated
from operations, together with the net proceeds from this offering, will be
adopted bysufficient to meet our anticipated cash needs for working capital and capital
expenditures for at least the industry or advertisers.
For example, widespread adoptionnext 12 months. However, the underlying assumed
levels of advertising rates based on the number of
click throughs from the Company's content services to advertisers' Web pages,
instead of rates based solely on the number of impressions, could materially
adversely affect the Company's revenues.

Acceptance of the Internet among advertisersrevenues and advertising agencies will
also depend, to a large extent, on the level of use of the Internet by
consumers and on the growth in the commercial use of the Internet. The Internetexpenses may not prove to be a viable commercial market for a number of reasons,
including lack of acceptable security technologies, potentially inadequate
development of the necessary infrastructure, such as a reliable network
backbone,accurate. We may seek
additional funding through public or timely development and commercialization of non-PC based Internet
appliances or performance improvements, including high speed modems. In
addition, "filter" software programs that limit or remove advertising from the
Web user's desktop are available. The widespread adoption

of such software by users could have a material adverse effect on the viability
of advertising on the Internet. Despite industry forecasts of growth in
advertising on the Internet, such growth may not occur or may occur more slowly
than estimated. If the commercial use of the Internet does not develop, or if
the Internet does not develop as an effective and measurable medium for
advertising, the Company's business, financial condition and results of
operations will be materially adversely affected. See "Business--Industry
Background" and "--Advertising and Promotions."

Risks Associated With Short-Term National Advertising Contracts. National
advertisements, which constitute a significant current and expected future
source of revenues, are typically sold pursuant to agreements with terms of
less than six months. Consequently, the Company's national advertising
customers may change or cancel their advertising expenditures, or move their
advertising to competing Internet sites or from the Internet to traditional
media, quickly and with minimal penalty, thereby increasing the Company's
exposure to competitive pressures and fluctuations in revenues and operating
results. In selling national advertising, the Company also depends to a
significant extent on advertising agencies, which exercise substantial control
over the placement of advertisements for the Company's existing and potential
national advertising customers. There can be no assurance that current
advertisers will continue to purchase advertising from the Company or that the
Company will attract additional advertisers. If the Company loses advertising
customers, fails to attract new customers or is forced to reduce advertising
rates in order to retain or attract customers, the Company's business,
financial condition and results of operations will be materially adversely
affected. See "Business--Advertising and Promotions."

Dependence on a Limited Number of Advertisers. A substantial portion of the
Company's revenues to date have been derived from a limited number of
advertisers, and the Company expects that a limited number of advertisers will
continue to account for a significant percentage of the Company's revenues for
the foreseeable future. In particular, 800-U.S. Search, Inc. ("800-U.S.
Search") accounted for approximately 12.3% of the Company's revenues for the
six months ended June 30, 1998, and the Company's top ten advertisers accounted
for an aggregate of 48.1% of the Company's revenues during the same period. The
loss of one or more of these advertisers, including, but not limited to, 800-
U.S. Search, could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, the nonpayment or
late payment of amounts due by a significant advertiser could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business--Advertising and Promotions."

Dependence on Third-Party Content. The Company's future success depends in
large part on its ability to aggregate, integrate and syndicate content of
broad appeal over the Internet to its affiliates. The Company typically does
not create its own content. Rather, the Company acquires the rights to
substantially all of the information it distributes from more than 75 third-
party content providers, including infoUSA, Inc. (formerly known as American
Business Information, Inc., "infoUSA") (national white and yellow pages),
Carroll Publishing, Inc. (government directories), Leisure Planet, Inc.
(enhanced hotel information), CareerPath, Inc. (employment listings) and ETAK,
Inc. ("ETAK") (mapping and directions). In particular, the Company is
substantially dependent on yellow pages and white pages data from infoUSA. The
Company's ability to maintain its relationships with such content providers and
to build new relationships with additional content providers is critical to the
success of the Company's business. In general, the licenses with the third-
party content providers are short term and do not require the Company to pay
the content provider a royaltyprivate financings or other fee for the right to include the
content on the Company's content services. However, the Company enters into
revenue-sharing arrangements with certain content providers and pays certain
core content providers, such as infoUSA and ETAK, a one-time or periodic fee or
fee per content query, and there can be no assurance that content providers
will not demand a greater portion of advertising revenues or require more fees
for access to content. In certain instances the Company enters into exclusive
relationships, which may limit the Company's ability to enter into additional
content agreements. The Company's inability to secure licenses from content
providers or the termination of a significant number of content provider
agreements would decrease the attractiveness to end users of the Company's
content and the amount of content that the Company can distribute to its
affiliates. This could result in decreased traffic on the Web sites that
deliver the

Company's content services and, as a result, decreased advertising and
electronic commerce revenues, which would have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business--Content Services."

Dependence on Key Personnel; Need for Additional Personnel. The Company's
performance is substantially dependent on the continued services of its
executive officers and other key personnel. The loss of the services of any of
its executive officers or other key employees could have a material adverse
effect on the Company's business, financial condition and results of
operations. The Company does not have employment agreements with any of its
employees, and the employment relationships of such personnel with the Company
are, therefore, at will. The Company's future success also depends on its
ability to identify, attract, hire, train, retain and motivate highly skilled
technical, managerial, sales and marketing personnel. The Company has increased
the number of employees from 15 at January 1, 1998 to 36 at July 31, 1998 and
intends to hire a significant number of sales, business development, marketing,
technical and administrative personnel during the next year. Competition for
such personnel is intense, and there can be no assurance that the Company will
successfully attract, assimilate or retain a sufficient number of qualified
personnel. The failure to retain and attract the necessary technical,
managerial, sales and marketing and administrative personnel could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Business--Employees" and "Management."

Management of Growth; New Management Team; Limited Senior Management
Resources. The Company has rapidly and significantly expanded its operations
and anticipates further significant expansion to accommodate expected growth in
its customer base and market opportunities. This expansion has placed, and is
expected to continue to place, a significant strain on the Company's
management, operational and financial resources. In 1998, the Company has added
a number of key managerial, technical and operations personnel, including its
Chief Financial Officer, Vice President, Legal and Business Affairs, and Vice
President, Yellow Pages Group, who have only recently joined the Company, and
expects to add additional key personnel in the near future. The Company is
significantly increasing its employee base, which has increased from 15 at
January 1, 1998 to 36 at July 31, 1998. The Company has a short operating
history and only in August 1998 hired a Chief Financial Officer and other
accounting personnel. The Company has not implemented sophisticated operational
and financial systems, procedures and controls. To manage the expected growth
of its operations and personnel, the Company will be required to significantly
improve or replace existing management, operational and financial systems,
procedures and controls, and to expand, train and manage its growing employee
base. The Company also will be required to expand its finance, administrative
and operations staff. Further, the Company's management will be required to
maintain and expand its relationships with various Internet content providers,
advertisers, Internet points-of-entry and other third parties necessary to the
Company's business. There can be no assurance that the Company will complete in
a timely manner the improvements to its systems, procedures and controls
necessary to support the Company's future operations, that management will be
able to hire, train, retain, motivate and manage required personnel or that
Company management will be able to successfully identify, manage and exploit
existing and potential market opportunities. The Company's inability to manage
growth effectively could have a material adverse effect on its business,
financial condition and results of operations. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Business--
Employees" and "Management."

Risks Associated With International Expansion. A key component of the
Company's strategy is to expand its operations into international markets. The
Company has recently entered into a joint venture agreement with Thomson
Directories Limited ("Thomson") to expand the Company's content services to
Europe. The joint venture, TDL InfoSpace (Europe) Limited ("TDL InfoSpace"),
has targeted the United Kingdom as its first market, and content services were
launched in the third quarter of 1998. The Company expects that TDL InfoSpace
will expand its content services to other European countries. Under the joint
venture agreement, each of the Company and Thomson is obligated to negotiate
with TDL InfoSpace and the other party to jointly offer content services in
other European countries
prior to offering such services independently or with
other parties. To date, the Company has limited experience in developing and
syndicating localized versions of its content services internationally. There
can be no assurance that the

Company will successfully execute its business model in these markets. In
addition, Internet usage and Internet advertising are at an earlier stage of
development internationally than in the United States. The Company is relying
on its business partner in Europe for U.K. directory information and local
sales forces and may enter into similar relationships if it expands into other
international markets. Accordingly, the Company's success in such markets will
be directly linked to the success of its business partners in such activities.
There can be no assurance that such business partners will be successful or
that such business partners will dedicate sufficient resources to the business
relationship. The failure of the Company's business partners to successfully
establish operations and sales and marketing efforts in such markets could have
a material adverse effect on the Company's business, financial condition and
results of operations. See "--Evolving and Unproven Business Model," "--
Uncertain Adoption of the Internet as an Advertising Medium," "--Dependence on
Sales by Third Parties" and "Business--International Expansion."

There are certain risks inherent in doing business in international markets,
such as unexpected changes in regulatory requirements, potentially adverse tax
consequences, work stoppages, export restrictions, export controls relating to
encryption technology, tariffs and other trade barriers, difficulties in
staffing and managing foreign operations, political instability, transportation
delays, changing economic conditions, expropriations, exposures to different
legal standards (particularly with respect to intellectual property and
distribution of information over the Internet), burdens with complying with a
variety of foreign laws, fluctuations in currency exchange rates, and seasonal
reductions in business activity during the summer months in Europe and certain
other parts of the world. Any of these factors could have a material adverse
effect on the success of the Company's international operations and,
consequently, on the Company's business, financial condition and results of
operations.

Competition. The market for Internet products and services is highly
competitive, with no substantial barriers to entry, and the Company expects
that competition will continue to intensify. The market for the Company's
content services has only recently begun to develop, is rapidly evolving and is
likely to be characterized by an increasing number of market entrants with
competing products and services. Although the Company believes that the
diversity of the Internet market may provide opportunities for more than one
provider of content services similar to those of the Company, it is possible
that one or a few suppliers may dominate one or more market sectors. The
Company believes that the primary competitive factors in the market for
Internet content services are (i) the ability to provide content of broad
appeal, which is likely to result in increased user traffic and increase the
brand name value of the Internet point-of-entry to which the services are
provided; (ii) the ability to meet the specific content demands of a particular
Internet point-of-entry; (iii) the cost-effectiveness and reliability of the
content services; (iv) the ability to provide content that is attractive to
advertisers; (v) the ability to achieve comprehensive coverage of a particular
category of content; and (vi) the ability to integrate related content to
increase the utility of the content services offered. There can be no assurance
that the Company's competitors will not develop content services that are
superior to those of the Company or achieve greater market acceptance than the
Company's services. Any failure of the Company to provide services that achieve
success in the short term could result in an insurmountable loss in market
share and brand acceptance and could, therefore, have a material adverse effect
upon the Company's business, financial condition and results of operations.

While the Company is unaware of any companies that compete with all of the
Company's content services, there are companies that offer services addressing
certain of the Company's target markets. In addition, some of these competitors
are currently members of the Company's affiliate network or currently provide
content included in the Company's content services. The Company's directory
services compete with other Internet yellow pages and white pages directory
services including AnyWho?, a division of AT&T Corp. ("AT&T"), GTE SuperPages,
Switchboard, ZIP2, directory services offered by the Regional Bell Operating
Companies (the "RBOCs"), including Big Yellow by Bell Atlantic/NYNEX, infoUSA's
Lookup USA, Microsoft Sidewalk and Yahoo! Yellow Pages and White Pages. In
addition, specific services provided by the Company compete with specialized
content providers. TDL InfoSpace's directory services will compete with British
Telecom's YELL service and Scoot (UK) Limited in the United Kingdom and, as the
Company expands internationally into other markets, it expects to face
competition from other established providers of directory

services. In the future, the Company may encounter competition from providers
of Web browser software, including Netscape and Microsoft Corporation
("Microsoft"), online services and other providers of Internet services that
elect to syndicate their own product and services offerings, such as AOL,
Yahoo! Inc. ("Yahoo!"), Excite, Inc. ("Excite"), Infoseek Corporation
("Infoseek"), Lycos, Wired Digital Inc.'s HotBot ("HotBot"), go2net, Inc.'s
MetaCrawler ("MetaCrawler"), CNET, Inc.'s Snap! ("Snap!") and traditional media
companies expanding onto the Internet, such as Time/Warner, Inc.
("Time/Warner"), ABC, CBS, NBC, Dow Jones & Company, Inc. ("Dow Jones"), The
Walt Disney Company ("Disney") and the Fox Broadcasting Company ("Fox").

A number of the Company's current advertising customers have established
relationships with certain of the Company's competitors and future advertising
customers may establish similar relationships. In addition, the Company
competes with online services and other Web site operators as well as
traditional offline media such as print (including print yellow pages
directories) and television for a share of advertisers' total advertising
budgets. Competition among current and future suppliers of Internet content
services, as well as competition with other media for advertising placements,
could result in significant price competition and reductions in advertising
revenues.

Many of the Company's current competitors, as well as a number of potential
new competitors, have significantly greater financial, technical, marketing,
sales and other resources than the Company. There can be no assurance that the
Company will be able to compete successfully against its current and future
competitors. The Company's failure to compete with its competitors' product and
service offerings or for advertising revenues would have a material adverse
effect on the Company's business, financial condition and results of
operations. See "Business--Competition."

Risk of System Failures, Delays and Inadequacies. The performance,
reliability and availability of the Company's content services and syndication
infrastructure are critical to its reputation and ability to attract and retain
affiliates, advertisers and content providers. The Company's computer and
communications hardware is located at its main headquarters in Redmond,
Washington and in additional hosting facilities provided by Exodus
Communications, Inc. ("Exodus Communications") and Savvis Communications
Corporation ("Savvis Communications") in Seattle, Washington. The Company's
systems and operations are vulnerable to damage or interruption from fire,
flood, power loss, telecommunications failure, Internet breakdowns, break-ins,
earthquake and similar events. The Company does not presently have a formal
disaster recovery plan and does not carry sufficient business interruption
insurance to compensate it for losses that may occur. Services based on
sophisticated software and computer systems often encounter development delays
and the underlying software may contain undetected errors that could cause
system failures when introduced. Any system error or failure that causes
interruption in availability of content or an increase in response time could
result in a loss of potential or existing affiliates, advertisers, content
providers or end users and, if sustained or repeated, could reduce the
attractiveness of the Company's content services to such entities or
individuals. In addition, because the Company's advertising revenues are
directly related to the number of advertisements delivered by the Company to
users, system interruptions that result in the unavailability of the Company's
content services or slower response times for users would reduce the number of
advertisements delivered and reduce revenues. The occurrence of any of the
foregoing risks could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Business--Technology and
Infrastructure" and "Business--Facilities."

Legal Proceedings. On April 15, 1998, a former employee of the Company filed
a complaint in the Superior Court for Santa Clara County, California alleging,
among other things, that he has the right in connection with his employment to
purchase shares of Common Stock representing up to 5% of the equity of the
Company as of an unspecified date. In addition, the former employee is also
seeking compensatory damages, plus interest, punitive damages, emotional
distress damages and injunctive relief preventing any capital reorganization or
sale that would cause the plaintiff not to be a 5% owner of the equity of the
Company. The Company removed the suit to the Federal District Court for the
District of Northern California and a motion to transfer the litigation to the
Western District of Washington is pending. The

Company has answered the complaint and denied the claims. Nevertheless, while
the Company believes its defenses to the former employee's claims are
meritorious, litigation is inherently uncertain, and there can be no assurance
that the Company will prevail in the suit. As of June 30, 1998, the Company has
accrued a liability of $240,000 for estimated settlement and defense costs. To
the extent the Company is required to issue shares of Common Stock or options
to purchase Common Stock as a result of the suit, the Company would recognize
an expense equal to the number of shares issued multiplied by the fair value of
the Common Stock on the date of issuance, less the exercise price of any
options required to be issued, to the extent that this amount exceeds the
expense already accrued at June 30, 1998. This could have a material adverse
effect on the Company's results of operations, and any such issuance would be
dilutive to existing stockholders. The exercise price of any shares which the
Company may be required to issue as a result of the suit is unknown, but could
be as low as $0.01 per share. See Note 5 of the Company's Notes to Consolidated
Financial Statements.

Risk of Capacity Constraints; Reliance on Internally Developed Software and
Systems. A key element of the Company's strategy is to generate a high volume
of traffic accessing its content services. Accordingly, the satisfactory
performance, reliability and availability of the Company's data network
infrastructure are critical to the Company's reputation and its ability to
attract and retain affiliates and maintain adequate service levels. The
Company's revenues depend, in large part, on the number of users that access
the Company's content services. Any system interruptions that result in the
unavailability of the Company's content services would reduce the volume of
users able to access its content services and the attractiveness of the
Company's service offerings to its affiliates, advertisers and content
providers, which could have a material adverse effect on the Company's
business, financial condition and results of operations.

The Company has developed custom software for its network servers, including
its Web Server Technology, Database Technology and Remote Data Aggregation
Engine. This software may contain undetected errors, defects or "bugs."
Although the Company has not experienced material adverse effects resulting
from any such errors or defects to date, there can be no assurance that errors
or defects will not be discovered in the future, and, once discovered, there
can be no assurance that any such errors or defects can be fixed. Any
substantial increase in the volume of traffic on the Internet points-of-entry
that deliver the Company's content services will require the Company to expand
and upgrade further its technology, transaction-processing systems and network
infrastructure. In addition, to the extent the Company expands into electronic
commerce, significant modifications to its systems may be required. The Company
could experience periodic temporary capacity constraints, which may cause
unanticipated system disruptions, slower response times and lower levels of
customer service. There can be no assurance that the Company will be able to
accurately project the rate or timing of increases, if any, in the use of its
content services or timely expand and upgrade its systems and infrastructure to
accommodate such increases. Any inability to do so could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business--Technology and Infrastructure."

Rapid Technological Change. The market for Internet products and services and
the online commerce industry are characterized by rapidly changing technology,
evolving industry standards and customer demands and frequent new product and
service introductions and enhancements. These characteristics are exacerbated
by the emerging nature of this market and the fact that many companies are
expected to introduce new Internet services in the near future. The Company's
future success depends in significant part on its ability to improve the
performance, content and reliability of the Company's content services in
response to both evolving demands of the market and competitive product
offerings, and there can be no assurance that the Company will be successful in
such efforts. The widespread adoption of new Internet technologies or standards
could require substantial expenditures by the Company to modify or adapt its
content services. See "Business--Industry Background," "--Strategy," "--
Competition" and "--Content Services."

Dependence on the Internet Infrastructure. The Company's success depends in
large part on the maintenance of the Internet infrastructure, such as a
reliable network backbone that provides adequate speed, data capacity and
security, and timely development of products, such as high-speed modems, that
enable

reliable Internet access and services. To the extent that the Internet
continues to experience significant growth in the number of users, frequency of
use and amount of data transmitted, there can be no assurance that the Internet
infrastructure will continue to be able to support the demands placed on it or
that the performance or reliability of the Internet will not be adversely
affected by this continued growth. In addition, the Internet could lose its
commercial viability as a form of media due to delays in the development or
adoption of new standards and protocols to process increased levels of Internet
activity. There can be no assurance that the infrastructure or complementary
products and services necessary to establish and maintain the Internet as a
viable commercial medium will be developed or, if they are developed, that the
Internet will become a viable commercial medium for the Company or its
advertisers. If the necessary infrastructure or complementary services or
facilities are not developed, or if the Internet does not become a viable
commercial medium or platform for advertising, promotions and electronic
commerce, the Company's business, financial condition and results of operations
would be materially adversely affected. See "Business--Industry Background."

Liability for Information Received From the Internet. The Company faces
possible liability for defamation, negligence, copyright, patent or trademark
infringement and other claims, such as product or service liability, based on
the nature and content of the materials that it provides. Such claims have been
brought, sometimes successfully, against Internet companies in the past. The
law in these areas is unclear, and, accordingly, the Company is unable to
predict the possible existence or extent of its liability in this area or
related areas. Further, the Company does not verify the accuracy of the
information supplied by third-party content providers. While the Company
carries general liability insurance with limits of $1.0 million, the Company's
insurance may not cover potential claims of this type, ortime. Adequate funds may not be adequate
to indemnify the Company for all liability that may be imposed. Any imposition
of liability that is not covered by insuranceavailable when needed or is in excess of insurance
coverage could have a material adverse effect on the Company's business,
financial condition and results of operations. See "--Governmental Regulation
and Legal Uncertainties."

A key component of the Company's content services is its yellow pages and
white pages directories. From time to time, the Company has been contacted by
individuals who believed their phone numbers or addresses were unlisted even
though they appeared in the Company's directory information. The Company's
white pages directories are not always updated to delete phone numbers or
addresses when individuals change from listed to unlisted information. The
Company has not been subject to any claims regarding unlisted numbers and
addresses to date; however, there can be no assurance that such claims will not
be made in the future or as to the Company's potential liability for such
claims.

Security Risks. Despite the implementation of security measures, the
Company's networks may be vulnerable to unauthorized access, computer viruses
and other disruptive problems. A party who is able to circumvent security
measures could misappropriate proprietary information or cause interruptions in
the Company's Internet operations. Internet and online service providers have
in the past experienced, and may in the future experience, interruptions in
service as a result of the accidental or intentional actions of Internet users,
current and former employees or others. The Company may be required to expend
significant capital or other resources to protect against the threat of
security breaches or to alleviate problems caused by such breaches. Although
the Company intends to continue to implement industry-standard security
measures, there can be no assurance that measures implemented by the Company
will not be circumvented in the future. Eliminating computer viruses and
alleviating other security problems may require interruptions, delays or
cessation of service to users accessing Web pages that deliver the Company's
content services, any of which could have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business--Technology and Infrastructure--Data Network Infrastructure" and
"Business--Facilities."

A significant barrier to online communications and commerce is the inability
to ensure secure transmission of information over public networks. To the
extent that the Company expands its electronic commerce services, it intends to
rely on encryption and authentication technology licensed from third parties to
provide the security and authentication necessary to effect secure transmission
of confidential information, such as customer credit card numbers. There can be
no assurance that advances in computer capabilities, new discoveries in the
field of cryptography, or other events or developments will not result in a
compromise of

the algorithms used by the Company to protect customer transaction data. If any
such compromise of the Company's security were to occur, it could have a
material adverse effect on the Company's reputation, business, financial
condition and results of operations. Concerns over the security of transactions
conducted on the Internet and other online services and the privacy of users
may also inhibit the growth of the Internet and other online services
generally, and the Web in particular, especially as a means of conducting
commercial transactions. To the extent that activities of the Company or third-
party contractors involve the storage and transmission of proprietary
information, such as credit card numbers, security breaches could damage the
Company's reputation and expose the Company to a risk of loss or litigation and
possible liability. There can be no assurance that the Company's security
measures will prevent security breaches or that failure to prevent such
security breaches will not have a material adverse effect on the Company's
business, financial condition and results of operations.

Intellectual Property and Proprietary Rights. The Company's success depends
significantly upon its proprietary technology. The Company currently relies on
a combination of copyright and trademark laws, trade secrets, confidentiality
procedures and contractual provisions to protect its proprietary rights. All
Company employees have executed confidentiality and non-use agreements which
transfer any rights they may have in copyrightable works or patentable
technologies to the Company. In addition, prior to entering into discussions
with potential content providers and affiliates regarding the Company's
business and technologies, the Company generally requires that such parties
enter into a non-disclosure agreement. If these discussions result in a license
or other business relationship, the Company also generally requires that the
agreement setting forth the parties' respective rights and obligations include
provisions for the protection of the Company's intellectual property rights.
For example, the Company's standard affiliate agreement provides that the
Company retains ownership of all patents and copyrights in the Company's
technology and requires its customers to display the Company's copyright and
trademark notices.

The Company has applied for registration of certain service marks and
trademarks, including "InfoSpace," "InfoSpace.com" and its logo in the United
States and in other countries, and will seek to register additional service
marks and trademarks, as appropriate. There can be no assurance that the
Company will be successful in obtaining the service marks and trademarks for
which it has applied. In addition, a patent is pending in the United States
relating to the Company's electronic commerce technology and the Company is
filing patent applications relating to other aspects of its technology,
including the methods by which information is obtained and provided to end
users of its content services. There can be no assurance that any patent with
respect to the Company's technology will be granted or that if granted such
patent will not be challenged or invalidated. There also can be no assurance
that the Company will develop proprietary products or technologies that are
patentable, that any issued patent will provide the Company with any
competitive advantages or will not be challenged by third parties, or that the
patents of others will not have a material adverse effect on the Company's
ability to conduct business. Despite the Company's efforts to protect its
proprietary rights, unauthorized parties may copy aspects of the Company's
products or services or obtain and use information that the Company regards as
proprietary. The laws of some foreign countries do not protect proprietary
rights to as great an extent as do the laws of the United States, and the
Company does not currently have any patents or patent applications pending in
any foreign country. There can be no assurance that the Company's means of
protecting its proprietary rights will be adequate or that the Company's
competitors will not independently develop similar technology or duplicate the
Company's products or design around patents issued to the Company or other
intellectual property rights of the Company. The failure of the Company to
adequately protect its proprietary rights or its competitors' successful
duplication of its technology could have a material adverse effect on the
Company's business, financial condition and results of operations.

There has been frequent litigation in the computer industry regarding
intellectual property rights. The Company has in the past been subject to
claims regarding its intellectual property rights. While all such claims have
been resolved, there can be no assurance that third parties will not in the
future claim infringement by the Company with respect to current or future
products, trademarks or other proprietary rights. Any such claims could be
time-consuming, result in costly litigation, diversion of management's
attention, cause product

or service release delays, require the Company to redesign its products or
services or require the Company to enter into royalty or licensing agreements.
These royalty or licensing agreements, if required, may not
be available on terms acceptablefavorable terms. If we raise additional funds by issuing equity
securities, dilution to existing stockholders will result. If funding is
insufficient at any time in the Company,future, we may be unable to develop or at all,enhance
our products or services, take advantage of business opportunities or respond
to competitive pressures, any of which occurrences could have
a material adverse effect upon the Company's business, financial condition and
results of operations.harm our business. See "Business--Intellectual Property."

Governmental Regulation and Legal Uncertainties. The Company is not currently
subject to direct regulation by any domestic or foreign governmental agency,
other than regulations applicable to businesses generally, and laws or
regulations directly applicable to access to online commerce. However, due to
the increasing popularity and use of the Internet and other online services, it
is possible that laws and regulations will be adopted with respect to the
Internet or other online services covering issues such as user privacy,
pricing, acceptable content, taxation, copyrights, distribution and
characteristics and quality of products and services. Such regulation could
limit growth in use of the Internet generally and decrease the acceptance of
the Internet as a communications and commercial medium, which could have a
material adverse effect on the Company's business, financial condition and
results of operations. The Company may be subject to Sections 5 and 12 of the
Federal Trade Commission Act (the "FTC Act"), which regulate advertising in all
media, including the Internet, and require advertisers to have substantiation
for advertising claims before disseminating advertisements. The FTC Act
prohibits the dissemination of false, deceptive, misleading and unfair
advertising, and grants the Federal Trade Commission (the "FTC") enforcement
powers to impose and seek civil and criminal penalties, consumer redress,
injunctive relief and other remedies upon persons who disseminate prohibited
advertisements. The Company could be subject to liability under the FTC Act if
it were found to have participated in creating and/or disseminating a
prohibited advertisement with knowledge, or had reason to know that the
advertising was false or deceptive. The FTC recently brought several actions
charging deceptive advertising via the Internet, and is actively seeking new
cases involving advertising via the Internet.

The Company may also be subject to the provisions of the recently enacted
Communications Decency Act (the "CDA"), which, among other things, imposes
substantial monetary fines and/or criminal penalties on anyone who distributes
or displays certain prohibited material over the Internet or knowingly permits
a telecommunications device under its control to be used for such purpose.
Although the manner in which the CDA will be interpreted and enforced and its
effect on the Company's operations cannot yet be fully determined, the CDA
could subject the Company to substantial liability. The CDA could also limit
the growth of the Internet generally and decrease the acceptance of the
Internet as an advertising medium.

Other federal, state, local or foreign laws, regulations and policies, either
now existing or that may be adopted in the future, may apply to the business of
the Company and may subject the Company to significant liability, significantly
limit growth in Internet usage, prevent the Company from offering certain
Internet products or services, or otherwise have a material adverse effect on
the Company's business, financial condition and results of operations. These
laws, regulations and policies may apply to matters such as, but not limited
to, copyright, trademark, unfair competition, antitrust, property ownership,
negligence, defamation, indecency, obscenity, personal privacy, trade secrecy,
encryption, taxation and patents.

Moreover, the applicability to the Internet and other online services of
existing laws in various jurisdictions governing issues such as property
ownership, sales and other taxes, libel and personal privacy is uncertain and
may take years to resolve. Any such new legislation or regulation, the
application of laws and regulations from jurisdictions whose laws do not
currently apply to the Company's business, or the application of existing laws
and regulations to the Internet and other online services could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business--Governmental Regulation."

Risks Associated With Potential Acquisitions. The Company has in the past,
and may in the future, pursue acquisitions of complementary technologies or
businesses. However, there can be no assurance that the Company will identify
suitable acquisition opportunities. Future acquisitions by the Company may
result

in potentially dilutive issuances of equity securities and the incurrence of
additional debt and contingent liabilities, large one-time write-offs and
amortization expenses related to goodwill and other intangible assets, which
could adversely affect the Company's results of operations or the price of the
Company's Common Stock. In June 1998, the Company acquired Outpost Network,
Inc. ("Outpost"), which included certain electronic commerce technology (the
"Outpost Technology") and approximately ten employees. Acquisitions involve
numerous risks, including difficulties in the assimilation of the operations,
products, technology, information systems and personnel of the acquired
company, the diversion of management's attention from other business concerns,
risks of entering markets in which the Company has no direct prior experience
and the potential loss of key employees of the acquired company. There can be
no assurance that the Company will successfully integrate the Outpost
Technology and personnel or any other businesses, technologies or personnel
that might be acquired in the future, and the Company's failure to do so could
have a material adverse effect on the Company's business, financial condition
and results of operations. The Company could use a portion of the net proceeds
of this offering for future acquisitions. See "Use of Proceeds."

Uncertain Need and Availability of"Risk
Factors--We May Require Additional Funding. Although the Company
believes that, following this offering, its cash reserves and cash flows from
operations will be adequate to fund its operations at least through the end of
1999, there can be no assurance that such sources will be adequate or that
additional funds will not be required either during or after such period. There
can be no assurance that additional financing will be available or, if
available, that it will be available on terms favorable to the Company or its
stockholders. If additional funds are raised through the issuance of equity
securities, the percentage ownership of the then current stockholders of the
Company will be reduced. If adequate funds are not available to satisfy either
short- or long-term capital requirements, the Company may be required to limit
its operations significantly. The Company's future capital requirements are
dependent upon many factors, including, but not limited to, the rate at which
the Company expands its sales and marketing operations, the amount and timing
of fees paid to affiliates to include the Company's content services on their
site or service, the extent to which the Company expands its content services,
the extent to which the Company develops and upgrades its technology and data
network infrastructure, the rate at which the Company expands internationally
and the response of competitors to the Company's service offerings. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

Control by Principal Stockholder and His Family. Upon completion of this
offering, Naveen Jain, the Company's President, Chief Executive Officer and
Chairman of the Board, will beneficially own approximately % of the
outstanding Common Stock ( % if the Underwriters' over-allotment option is
exercised in full), and Mr. Jain, together with members of his family and
trusts controlled by members of his family, will beneficially own approximately
% of the Common Stock ( % if the Underwriters' over-allotment option is
exercised in full). As a result, upon completion of this offering, the Jain
family will be able to (i) elect, or defeat the election of, the Company's
directors, (ii) amend or prevent amendment of the Company's Restated
Certificate of Incorporation or Restated Bylaws, (iii) effect or prevent a
merger, sale of assets or other corporate transaction and (iv) control the
outcome of any other matter submitted to the stockholders for vote. The
Company's public stockholders, for so long as they hold less than 50% of the
outstanding voting power of the Company, will not be able to control the
outcome of such transactions. The extent of ownership by the Jain family may
have the effect of preventing a change of control of the Company or
discouraging a potential acquirer from making a tender offer or otherwise
attempting to obtain control of the Company, which in turn could have a
material adverse effect on the market price of the Common Stock or prevent the
Company's stockholders from realizing a premium over the then prevailing market
prices for their shares of Common Stock. See "Management," "Certain
Transactions" and "Principal Stockholders."

Year 2000 Compliance.Compliance

The
Company has reviewed itsWe have conducted an internal review of most of our internal IT Systems and
Non-IT Systems. Because we developed our software products and services
internally, developed information

technology systemsbeginning at inception in 1996 when the Year 2000 problem already
had some visibility, we were largely able to anticipate four digit
requirements. In conjunction with ongoing reviews of our own products and
programsservices, we are also reviewing our IT infrastructure, including network
equipment and believesservers. We do not anticipate material problems with network
equipment, as our current configuration was installed in 1998. Similarly, most
of our servers were purchased in 1997 and 1998, and each server is being
amortized over a three-year period. With this relatively current equipment, we
do not anticipate material Year 2000 compliance problems, and any servers that
its systemswe find cannot be updated will be replaced either in the normal replacement
cycle or on an accelerated basis. We have also internally standardized our
machines on Windows NT 4.0, using reasonably current service packs, which we
are advised by our vendor are Year 2000 compliantcompliant.

We use multiple software systems for internal business purposes, including
accounting, email, development, human resources, customer service and that there are no significantsupport,
and sales tracking systems. All of these applications have been purchased
within the last three years. We have made inquiries of vendors of systems we
believe to be mission critical to our business regarding their Year 2000
issues within the
Company's systems or services. Non-information technology systems that utilize
embedded technology, such as microcontrollers, may also need to be replaced or
upgraded to becomereadiness. Although we have received various assurances, we have not received
affirmative documentation of Year 2000 compliant. However, the Company believes that it
doescompliance from any of these vendors,
and we have not useperformed any non-information technologyoperational tests on our internal systems. The Company utilizes
third-party equipment and software that mayWe
generally do not be Year 2000 compliant. Failure
of such third-partyhave any contractual rights with third party providers should
their equipment or software fail due to Year 2000 issues. If this third party
equipment or software does not operate properly with regard to the yearYear 2000, and thereafter could require the Company towe
may incur unanticipatedunexpected expenses to remedy any problems,problems. These expenses could
potentially include purchasing replacement hardware and software. We have not
determined the state of compliance of certain third-party suppliers of services
such as phone companies, long distance carriers, financial institutions and
electric companies, the failure of any one of which could severely disrupt our
ability to carry on our business.

We anticipate that our review of Year 2000 issues and any remediation efforts
will continue throughout calendar 1999. To date, we have spent less than
approximately $10,000 to remediate our Year 2000 issues. If any Year 2000
issues are uncovered with respect to these systems or our other internal
systems, we believe that these problems will be able to be resolved without
material difficulty, as replacement systems are available on commercially
reasonable terms. We presently estimate that the total remaining cost of
addressing Year 2000 issues will not exceed $100,000. These estimates were
derived utilizing a material adverse effect onnumber of assumptions, including the Company'sassumption that we
have already identified our most significant Year 2000 issues. However, these
assumptions may not be accurate, and actual results could differ materially
from those anticipated. In view of our Year 2000 review and remediation efforts
to date, the recent development of our products and services, the recent
installation of our networking equipment and servers, and the limited
activities that remain to be completed, we do not consider contingency planning
to be necessary at this time.

Our applications operate in complex network environments and directly and
indirectly interact with a number of other hardware and software systems. We
are unable to predict to what extent our business financial condition and results of operations.
Furthermore, the purchasing patterns of its advertisers may be affected byif our
systems or the systems that operate in conjunction with it experience a
material Year 2000 issues as companies expend significant resources to correct their currentfailure. Known or unknown errors or defects that affect the
operation of our software and systems for Year 2000 compliance. These expenditures maycould result in reduced
funds available for Internet advertising,delay or loss of revenue,
interruption of services, cancellation of customer contracts, diversion of
development resources, damage to our reputation, increased service and warranty
costs, and litigation costs, any of which could have a material adverse
effect on the Company'sadversely affect our business,
financial condition and results of operations. The Company,most likely worst case
scenario is that the Internet fails and we are unable to offer our content and
commerce services.

Technology from the Outpost Acquisition

In June 1998, we acquired Outpost, which included the acquisition of the
Outpost Technology and the hiring of approximately ten employees. In the second
quarter of 1998, we wrote off approximately $2.8 million in connection with the
Outpost acquisition.

In connection with the acquisition, we conducted a valuation of the assets
acquired from Outpost, including core technology, assembled workforce and in-
process research and development, utilizing the following major assumptions:

. the revenue and margin contribution of each technology (in-process and
future yet-to-be defined);

. the percentage of carryover of technology from products under development
and products scheduled for development in the future;

. the expected life of the technology;

. anticipated module development and module introduction schedules;

. revenue forecasts, including expected aggregate growth rates for the
business as a whole and expected growth rates for the Internet content
provider industry;

. forecasted operating expenses, including selling, general and
administrative expenses, as a percentage of revenues; and

. a rate of return of 30% utilized to discount to present value the cash
flows associated with the in-process technologies.

Within the acquired Outpost Technology (smart-shopping services) there are
four main modules that we intend to integrate into the InfoSpace.com Web site.
These modules in their developed state as of the acquisition date of Outpost
had certain technological limitations. Subsequent to the acquisition date, we
revised our strategy with respect to the transaction proxy module, with the
result being that most of the in-process technology was discarded. Accordingly,
no value was assigned to this module in connection with our valuation of the
assets acquired from Outpost. The four modules are:

. integrated content that will provide users with product pricing and
merchant information;

. transaction proxy that will allow us to track sales transactions from
beginning to end and to receive confirmation reports from the retailers;

. branding that will allow users to travel to affiliate Web sites without
leaving the InfoSpace.com Web site; and

. universal shopping cart that will allow users to make multiple purchases
at different retailers in one execution.

As of the date of acquisition, we estimated that the integrated content,
branding and universal shopping cart modules were 89%, 77% and 56% completed,
respectively. The percentage completed pre-acquisition for each module was
based primarily on the evaluation of three major factors: time-based data,
cost-based data, and complexity-based data.

The expected life of the modules being developed was assumed to be five
years, after which substantial modification and enhancement would be required
for the modules to remain competitive. Gross margin was expected to deteriorate
after approximately two or three years due to increasing numbers of
competitors, new competing features and the potential market entry of entirely
new and competing technologies or service delivery models.

Our revenue assumptions for these modules were based on an estimated number
of page views and promotions revenues. For 1999, the average number of page
views was estimated to be 300 million per month, or 3.6 billion per year. The
number of page views was estimated to grow at an annual rate of 45% for the
year 2000, then trending down to a growth rate of 20% after the year 2000, and
remaining constant thereafter. We anticipated that barter transactions would be
below 10% of total revenues for 1998 and 1999, would decline to below 8% by the
year 2000, and then would continue to decline to below 5% by 2003. Promotions
revenues for these modules were anticipated to grow at a rate of 88% for 1999,
and then growth was anticipated to decline to 20% per year thereafter.

Our expense assumptions for these modules included cost of revenues, which
was estimated to be 17% of revenues for the last seven months of 1998 and
thereafter to remain relatively constant as a percentage of revenues. Cost of
revenues consists primarily of revenue-sharing payments to affiliates, server
depreciation costs, the cost of communication lines, and the cost of personnel
directly involved in service delivery, including customer service staff and
webmasters. Sales and marketing expenses, combined with general and
administrative expenses, were estimated to be 54% of revenues for these modules
for the last seven months of 1998, and thereafter to remain relatively constant
as a percentage of revenues. However, cost of revenues, sales and marketing
expenses and general and administrative expenses are likely to vary, both in
absolute dollars and as a percentage of revenues.

We expect these modules to be fully integrated into our full suite of
Internet service offerings. Further, the modules will not be distinguishable
market segments for financial reporting purposes or for management

purposes. Consequently, there will be no separate and distinguishable
allocations or utilizations of net working capital, and no specific charges for
use of contributory assets. None of our operating expenses is allocated to
specific service offerings.

While we believe that the assumptions discussed above were made in good faith
and were reasonable when made, such assumptions remain largely untested, as
three of the modules are not yet in service and the other module has been in
service for a limited period of time. Accordingly, our assumptions may prove to
be inaccurate, and we may not realize the revenues, gross profit, growth rates,
expense levels or other variables set forth in such assumptions. See "Risk
Factors--Acquisitions Involve Risks."

The integrated content module was completed and integrated into our Web site
in the third quarter of 1998. Relevant portions of the transaction proxy,
branding and universal shopping cart modules are scheduled for completion and
integration by the end of the second quarter of 1999 into our ActiveShopper
electronic commerce private label solution. Other portions of these modules may
be completed in the third quarter of 1999.

Significant technology development efforts are necessary before any one of
these modules can successfully be completed and integrated into our full suite
of service offerings of on-line services available both on our Web site and on
those of our many affiliates. The transaction proxy module must be developed in
a manner compatible with the changing protocols and standards that are emerging
in the Internet industry, and will be greatly influenced by emerging trends,
protocols and standards for on-line settlement of financial transactions among
financial institutions, related financial clearing houses and other services.
The branding module requires designs compatible with many affiliate sites. The
ActiveShopper requires capabilities for initiation, completion and compilation
of electronic commerce transactions with multiple affiliate Web sites, and with
all such records accumulated in discrete accounts for individual customers,
followed by each merchant's acceptance of transactions, confirmation of
shipment of the goods or services to the customer, and receipt and
acknowledgement of payment. Further, each of these modules must be upgradeable
as the protocols and standards of electronic commerce transactions and Web
sites evolve.

In July and August 1998, shortly after completion of the Outpost acquisition,
we estimated the cost to complete initial development and integration of these
modules to be approximately $238,000. The magnitude of development efforts
needed to complete these initial developments is periodically reviewed by us.
Accordingly, in October 1998, we revised this estimate to $500,000 for this
initial development and integration. This reflects our more recent experience
concerning the scope and complexity of tasks required. Reasons for increasing
these estimated costs include our experience to date on the transaction proxy
module. Subsequent to the acquisition date, we revised our strategy with
respect to this module, resulting in discarding most of the work completed on
the transaction proxy module through the time of the Outpost acquisition. The
additional development phase work now underway has increased total estimated
development costs. As a result of these continued uncertainties, our revised
estimate of $500,000 is subject to change because technological feasibility has
not made any assessmentbeen achieved and unforeseen items could impact the estimate. Progress on
the modules and costs expended thus far on their development are consistent
with our projections for completion dates and estimated costs of development.
While we expect these modules to be successfully developed, and to benefit us
once they are completed and fully integrated into our full suite of service
offerings, the development of new technologies and enhancements to existing
technologies involves a number of risks, and these development efforts may not
be successful. See "Risk Factors--Rapid Technological Change Affects Our
Business."

The direct impact of the Year 2000
risks associated withsmart-shopping service on current and future results
of operations, liquidity and capital resources is not known, as the first
module of the Outpost Technology has only recently been integrated into our Web
site and other services and product offerings. However, we believe that these
services will allow our affiliates to broaden and enhance their core
programming at minimal cost and to generate additional advertising and
transaction revenue opportunities for both us and our affiliates, initially

through our launching, and affiliates utilizing, ActiveShopper as a private
label electronic commerce solution. Further, the benefits to us and our
affiliates can potentially extend beyond electronic commerce transactions by:

. enabling us to apply the Outpost Technology to other functions such as
building employment classifieds and databases of local events;

. allowing end users to access consolidated bank statements or statements
of airline frequent flyer miles; and

. attracting additional Web users who are then exposed to the many other
features in our suite of content and commerce solutions.

While we are positioning ourselves for, and are expending considerable
resources in anticipation of, electronic commerce transaction revenues, we may
not be able to timely or successfully develop the ActiveShopper and other
modules, which could harm our business.

As noted above, we expect that each module, when implemented, will become
part of our full suite of integrated Internet services. We do not expect to
have the ability to calculate revenues specifically and exclusively
attributable to Outpost's integrated technology. Further, the absence of such
attribution will not be material to any module's success. The amount that we
can charge customers for access to and use of these modules will be greatly
influenced by market forces, competitors' pricing of singular products or
services, competitors' pricing of their own packaged and integrated offerings,
and the packaging and integration of services by multiple competitors.
Similarly, our pricing of bundled services will be influenced by the features
and prices of competitors' bundled services. Finally, we will only infrequently
price, sell or deliver singular modules or services in the Internet
marketplace. For these reasons, and in view of the fact that we and Outpost
each had a limited operating history prior to the acquisition, we did not
utilize historical results of operations in the valuation of Outpost and its
third-party equipmentvarious cost components.

We anticipated receiving a number of synergies as a result of the Outpost
acquisition, including gaining knowledgeable electronic commerce development
staff and acquiring products and services at least partially developed, which
together may reduce time-to-market for subsequent electronic commerce product
development and implementation. We anticipate that any successful electronic
commerce products or software or its advertisersservices will, when generating material revenues, yield
economies of scale in company-wide selling, general and has not made any contingency plans to address such risks. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Year
2000 Compliance."

No Prior Public Market; Possible Volatility of Stock Price. Prior to this
offering, there has been no public market for the Common Stock, andadministrative
expenses. However, there can be no assurance that an active trading marketwe will develop or, if one does
develop, that it will be maintained. The initial public offering price, which
will be determined through negotiations between the Company and the
Underwriters, may not be indicative of prices that will prevail in the trading
market. The trading price of the Common Stock is likely to be highly volatile
and could be subject to wide fluctuations in response to factors such as actual
or anticipated variations in quarterly operating results, the addition or loss
of affiliates or content providers, announcements of technological innovations,
new products or services by the Company or its competitors, changes in
financial estimates or recommendations by securities analysts, conditions or
trends in the Internet and online commerce industries, changes in the market
valuations of other Internet, online service or software companies,
announcements by the Company of significant acquisitions, strategic
partnerships, joint ventures or capital commitments, additions or departures of
key personnel, sales of Common Stock, general market conditions and other
events or factors, many of which are beyond the Company's control. In addition,
the stock market in general, and the Nasdaq National Market and the market for
Internet and technology companies in particular, has experienced extreme price
and volume fluctuations that have often been unrelated or disproportionate to
the operating performancerealize any of such
companies. These broad market and industry
factors may materially and adversely affect the market price of the Common
Stock, regardless of the Company's operating performance. The trading prices of
the stocks of many technology companies are at or near historical highs and
reflect price-earnings ratios substantially above historical levels. There can
be no assurance that these trading prices and price earnings ratios will be
sustained.

Shares Eligible for Future Sale. Sales of a substantial number of shares of
the Common Stock in the public market following this offering could adversely
affect prevailing market prices of the Common Stock. The shares of Common
Stock offered hereby will be tradeable without restriction in the public market
unless purchased by an affiliate of the Company. The remaining 15,115,887
shares of outstanding Common Stock will be "restricted securities" within the
meaning of Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act"). Other than the shares offered hereby (i) no shares will be
eligible for sale prior to 180 days after the date of this Prospectus, except
in certain limited exceptions, without the prior written consent of Hambrecht &
Quist LLC, (ii) 11,282,004 shares will be eligible for sale 180 days after the
date of this Prospectus upon the expiration of lock-up agreements with the
Underwriters and (iii) an additional 3,833,883 shares will become eligible for
sale thereafter at various times upon the expiration of their respective one-
year holding periods. As of August 15, 1998, there were outstanding options and
warrants to purchase 4,286,927 shares of Common Stock, of which holders of
options and warrants exercisable for 3,558,835 shares have also agreed,
pursuant to lock-up agreements with the Underwriters, not to sell shares of
Common Stock issuable upon exercise of such options and warrants for a period
of 180 days after the date of this Prospectus, without the prior written
consent of Hambrecht & Quist LLC. Hambrecht & Quist LLC may, in its sole

discretion and at any time without prior notice, release all or any portion of
the Common Stock subject to these lock-up agreements. Hambrecht & Quist LLC
currently has no plans to release any portion of the securities subject to
these lock-up agreements. When determining whether or not to release shares
from the lock-up agreements, Hambrecht & Quist LLC will consider, among other
factors, market conditions at the time, the number of shares proposed to be
released or for which the release is being requested and a stockholder's
reasons for requesting the release. Upon the closing of this offering, holders
of 1,722,089 shares of Common Stock and warrants to purchase 3,020,499 shares
of Common Stock are entitled to certain rights with respect to the registration
of such shares under the Securities Act.benefits. See "Risk Factors--Potential Acquisitions Involve Risks."

Recent Accounting Pronouncements

In addition, the Company intends to
file a registration statement on Form S-8 under the Securities Act
approximately 180 days after the date of this Prospectus to register
approximately 3,740,625 shares of Common Stock reserved for issuance under the
Company's 1996 Plan and the ESPP. See "Description of Capital Stock" and
"Shares Eligible for Future Sale."

Antitakeover Effect of Certain Charter Provisions and Applicable Law; Right
of First Negotiation. The Company's Board of Directors has the authority to
issue up to 15,000,000 shares of Preferred Stock and to determine the price,
rights, preferences, privileges and restrictions, including voting rights, of
those shares without any further vote or action by the stockholders of the
Company. The rights of the holders of Common Stock will be subject to, and may
be adversely affected by, the rights of the holders of any Preferred Stock that
may be issued in the future. The issuance of Preferred Stock may have the
effect of delaying, deferring or preventing a change of control of the Company,
may discourage bids for the Common Stock at a premium over the market price of
the Common Stock and may adversely affect the market price of, and the voting
and other rights of the holders of, Common Stock. The Company has no present
plans to issue shares of Preferred Stock. The Company's Restated Certificate of
Incorporation and Restated Bylaws provide for the establishment of a classified
Board of Directors, supermajority voting provisions with respect to certain
business combinations, limitations on the ability of stockholders to call
special meetings, the lack of cumulative voting for directors and procedures
for advance notification of stockholder nominations and proposals. AOL holds
certain rights of first negotiation with respect to proposals or discussions
that would result in a sale of a controlling interest in the Company or other
merger, asset sale or other disposition that effectively results in a change of
control of the Company. These charter provisions, certain provisions of
Washington and Delaware law and AOL's right of first negotiation could delay,
deter or prevent a change of control of the Company. See "Description of
Capital Stock."

No Specific Use of Proceeds. The Company has not designated any specific use
for the net proceeds from the sale by the Company of the Common Stock offered
hereby. The Company expects to use the net proceeds for general corporate
purposes, including working capital to fund anticipated operating losses,
payment of additional carriage fees and capital expenditures. The Company may,
when the opportunity arises, use an unspecified portion of the net proceeds to
acquire or invest in complementary businesses, products and technologies. From
time to time, in the ordinary course of business, the Company expects to
evaluate potential acquisitions of such businesses, products or technologies.
However, the Company has no present understandings, commitments or agreements
with respect to any material acquisition or investment. Accordingly, management
will have significant discretion in applying the net proceeds of this offering.
The failure of management to apply such funds effectively could have a material
adverse effect on the Company's business, prospects, financial condition and
results of operations. See "Use of Proceeds."

Immediate and Substantial Dilution. The initial public offering price is
substantially higher than the net tangible book value per outstanding share of
Common Stock. Accordingly, purchasers of the Common Stock offered hereby will
suffer an immediate and substantial dilution of $ per share (based on an
assumed initial public offering price of $ per share). Additional dilution
will occur upon exercise of outstanding stock options and warrants granted by
the Company and in the event the Company issues shares of Common Stock as a
result of a lawsuit filed by a former employee. See "Dilution" and "Business--
Legal Proceedings."

THE COMPANY

The Company began operations in March 1996 as a Washington corporation and
was incorporated in Delaware in April 1996, at which time operations in the
Washington corporation were transferred to the Delaware corporation. As used
in this Prospectus, references to the "Company" and "InfoSpace.com" refer to
InfoSpace.com, Inc., its predecessors and its consolidated subsidiaries. The
Company's executive offices are located at 15375 -- 90th Avenue N.E., Redmond,
Washington 98052, and its telephone number is (425) 882-1602.

The Company has applied for federal registration of the marks "InfoSpace,"
"InfoSpace.com" and the Company's logo. This Prospectus also contains the
trademarks of other companies.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common
Stock offered by the Company hereby, at an assumed initial public offering
price of $ per share, after deducting the estimated underwriting discount
and offering expenses, are estimated to be approximately $ million
(approximately $ million if the Underwriters' over-allotment option is
exercised in full).

The principal purposes of this offering are to obtain additional capital, to
create a public market for the Common Stock, to facilitate future access by
the Company to public equity markets and to provide increased visibility and
credibility in a marketplace where many of the Company's current and potential
competitors are or will be publicly held companies. The Company has no
specific plan for the net proceeds of this offering. The Company expects to
use the net proceeds for general corporate purposes, including working capital
to fund anticipated operating losses, payment of additional carriage fees and
capital expenditures. The Company may, when the opportunity arises, use an
unspecified portion of the net proceeds to acquire or invest in complementary
businesses, products and technologies. From time to time, in the ordinary
course of business, the Company expects to evaluate potential acquisitions of
such businesses, products or technologies. However, the Company has no present
understandings, commitments or agreements with respect to any material
acquisition or investment.

Pending use of the net proceeds for the above purposes, the Company intends
to invest such funds in short-term, interest-bearing, investment-grade
securities and use such funds for general corporate purposes. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

DIVIDEND POLICY

The Company has never declared or paid any cash dividends on its capital
stock. The Company currently intends to retain any future earnings and
therefore does not anticipate paying any cash dividends in the foreseeable
future.

CAPITALIZATION

The following table sets forth the capitalization of the Company as of June
30, 1998 (i) on an actual basis, (ii) on a pro forma basis, giving effect to
the issuance by the Company of 1,263,146 shares of Common Stock between July 1
and August 15, 1998, and (iii) on a pro forma basis as adjusted to give effect
to the sale and issuance by the Company of the shares of Common Stock
offered hereby at an assumed initial public offering price of $ per share
and the receipt of the estimated net proceeds therefrom. This table should be
read in conjunction with the Company's Consolidated Financial Statements and
Notes thereto and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included elsewhere in this Prospectus.

JUNE 30, 1998
------------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
------------ ------------ -------------
(IN THOUSANDS, EXCEPT SHARE DATA)

Stockholders' equity:
Preferred Stock, $0.0001 par value
per share; 15,000,000 shares
authorized; no shares issued and
outstanding, actual, pro forma and
pro forma as adjusted............. $ -- $ -- $ --
Common Stock, $0.0001 par value per
share; 40,000,000 shares
authorized; 13,852,741 shares
issued and outstanding, actual;
15,115,887 shares issued and
outstanding, pro forma;
shares issued and outstanding, pro
forma as adjusted (1)............. 1 2
Additional paid-in capital......... 15,828 25,704
Accumulated deficit................ (5,617) (5,617)
Unearned compensation.............. (672) (672)
------------ ------------ ---------
Total stockholders' equity....... 9,540 19,417
------------ ------------ ---------
Total capitalization........... $ 9,540 $ 19,417 $
============ ============ =========

- ---------------------
(1) Excludes (i) 1,687,124 shares of Common Stock issuable upon exercise of
outstanding options at a weighted average exercise price of $1.64 per
share, (ii) 2,028,523 shares of Common Stock issuable upon exercise of
outstanding warrants at a weighted average exercise price of $5.87 per
share, (iii) 1,103,500 shares of Common Stock reserved for future issuance
under the Company's 1996 Plan as of June 30, 1998, (iv) an additional
500,000 shares of Common Stock reserved for future issuance under the 1996
Plan pursuant to an amendment approved in August 1998 and (v) 450,000
shares of Common Stock reserved for future issuance under the ESPP
approved in August 1998. Also excludes 88,000 shares of Common Stock
issuable upon exercise of options at a weighted average exercise price of
$7.68 per share and 513,280 shares of Common Stock issuable upon exercise
of warrants issued by the Company at a weighted average exercise price of
$0.42 per share between July 1 and August 15, 1998 and 989,916 shares of
Common Stock issuable upon exercise of warrants issued subsequent to
August 15, 1998 at an exercise price of $12.00 per share. See
"Management--Benefit Plans," "Description of Capital Stock" and Notes 3
and 9 of the Company's Notes to Consolidated Financial Statements.

DILUTION

As of June 30, 1998, the Company had a pro forma net tangible book value of
approximately $15.9 million, or $1.05 per share of Common Stock. Pro forma net
tangible book value per share represents the amount of total tangible assets
of the Company reduced by the Company's total liabilities, divided by the
number of shares of Common Stock outstanding, as adjusted to give effect to
the issuance of 1,263,146 shares of Common Stock by the Company between July 1
and August 15, 1998. Without taking into account any other changes in the pro
forma net tangible book value after June 30, 1998, other than to give effect
to the receipt by the Company of the estimated net proceeds from the sale of
the shares of Common Stock offered by the Company hereby at an assumed
initial public offering price of $ per share, the adjusted pro forma net
tangible book value of the Company as of June 30, 1998 would have been
approximately $ million or $ per share. This represents an immediate
increase in net tangible book value of $ per share to existing
stockholders and an immediate dilution of $ per share to new investors.
The following table illustrates this per share dilution:

Assumed initial public offering price per share................. $
Pro forma net tangible book value per share before this
offering..................................................... $ 1.05
Increase per share attributable to new investors..............
------
Adjusted pro forma net tangible book value per share after this
offering.......................................................
-----
Dilution per share to new investors............................. $
=====

The following table sets forth on a pro forma basis as of June 30, 1998, the
differences between existing stockholders and new investors with respect to
the number of shares of Common Stock purchased from the Company, the total
consideration paid and the average price per share paid:

SHARES PURCHASED TOTAL CONSIDERATION
------------------ ------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ----------- ------- -------------

Existing stockholders.. 15,115,887 % $16,395,594 % $1.08
New investors..........
---------- ----- ----------- -----
Total................ 100.0% $ 100.0%
========== ===== =========== =====

Other than as noted above, the foregoing computations assume the exercise of
no stock options or warrants after June 30, 1998. As of August 15, 1998,
options to purchase 1,745,124 shares of Common Stock were outstanding, with a
weighted average exercise price of $1.90 per share, and warrants to purchase
2,541,803 shares of Common Stock were outstanding, with a weighted average
exercise price of $4.77 per share. Also excludes 989,916 shares of Common
Stock issuable upon exercise of warrants issued subsequent to August 15, 1998.

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," the Company's Consolidated Financial Statements
and Notes thereto and other financial information included elsewhere in this
Prospectus. The selected consolidated statements of operations data for the
period from March 1, 1996 (inception) to December 31, 1996, for the year ended
December 31, 1997 and for the six months ended June 30, 1998 and the selected
consolidated balance sheet data at December 31, 1996 and 1997 and June 30,
1998 are derived from the audited consolidated financial statements of the
Company, which have been audited by Deloitte & Touche LLP, independent
auditors, and are included elsewhere in this Prospectus. The selected
consolidated statements of operations data for the six months ended June 30,
1997 and the selected consolidated balance sheet data at June 30, 1997 are
derived from unaudited consolidated financial statements of the Company that
are included elsewhere in this Prospectus, which in the opinion of management
include all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the financial information set forth
therein. The historical results are not necessarily indicative of future
results.

PERIOD FROM
MARCH 1, 1996 SIX MONTHS
(INCEPTION) YEAR ENDED ENDED JUNE 30,
TO DECEMBER DECEMBER 31, ----------------
31, 1996 1997 1997 1998
------------- ------------ ------ --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

CONSOLIDATED STATEMENTS OF
OPERATIONS DATA:
Revenues........................ $ 199 $1,685 $ 466 $ 2,855
Cost of revenues................ 97 347 131 543
------ ------ ------ --------
Gross profit.................... 102 1,338 335 2,312
Operating expenses:
Product development........... 109 213 110 149
Sales and marketing........... 231 830 359 904
General and administrative.... 164 631 185 1,141
Amortization of purchased
advertising agreements....... -- 382 -- --
Write-off of in-process
research and development..... -- -- -- 4,700
------ ------ ------ --------
Total operating expenses.... 504 2,056 654 6,894
------ ------ ------ --------
Loss from operations............ (402) (718) (319) (4,582)
Other income, net............... 21 21 13 43
------ ------ ------ --------
Net loss........................ $ (381) $ (697) $ (306) $ (4,539)
====== ====== ====== ========
Basic and diluted net loss per
share (1)...................... $(0.04) $(0.06) $(0.03) $ (0.39)
====== ====== ====== ========
Shares used in computing basic
and diluted net loss
per share calculations (1)..... 9,280 10,998 10,986 11,572

DECEMBER 31,
----------------- JUNE 30,
1996 1997 1998
------ ------ --------
(IN THOUSANDS)

CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents................... $ 690 $ 324 $ 5,775
Working capital............................. 825 543 5,803
Total assets................................ 1,072 1,130 10,505
Total stockholders' equity.................. 1,020 759 9,540

- ---------------------
(1) See Note 7 of the Company's Notes to Consolidated Financial Statements for
information concerning the determination of net loss per share.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with
"Selected Consolidated Financial Data" and the Company's Consolidated
Financial Statements and Notes thereto included elsewhere in this Prospectus.
In addition to historical information, the following "Management's Discussion
and Analysis of Financial Condition and Results of Operations" contains
certain forward-looking statements that involve known and unknown risks and
uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this Prospectus
should be read as being applicable to all related forward-looking statements
wherever they appear in this Prospectus. The Company's actual results could
differ materially from those discussed in the forward-looking statements.
Factors that could cause or contribute to such differences include, but are
not limited to, those discussed below and in the section entitled "Risk
Factors," as well as those discussed elsewhere herein.

OVERVIEW

InfoSpace.com is a leading aggregator and integrator of content services
that it syndicates to a broad network of affiliates, including existing and
emerging Internet portals, destination sites and suppliers of PCs and other
Internet access devices such as cellular phones, pagers, screen phones,
television set-top boxes, online kiosks and personal digital assistants. The
Company began operations in March 1996. During the period from inception
through December 31, 1996, the Company had insignificant revenues and was
primarily engaged in the development of technology for the aggregation,
integration and syndication of Internet content and the hiring of employees.
In 1997, the Company expanded its operations, adding business development and
sales personnel in order to capitalize on the opportunity to generate Internet
advertising revenues. The Company began generating material revenues in 1997
through the sale of advertising on Web pages that deliver its content
services. In May 1997, the Company acquired Yellow Pages on the Internet, LLC
("YPI"), a Washington limited liability company that provided Internet yellow
pages directory information. In July 1997, the Company added a sales office in
the San Francisco Bay Area. In June 1998, the Company acquired Outpost, a
Washington company engaged primarily in electronic commerce through the sale
of cards and gifts via the Internet. The number of Company employees was 13 as
of January 1, 1997, 15 as of January 1, 1998 and 36 as of July 31, 1998.

The Company derives substantially all of its revenues from the sale of
national advertising, promotions and local Internet yellow pages advertising.
National advertising consists of banner advertisements and other forms of
national advertising that are sold on a cost per thousand impressions ("CPM")
basis on Web pages that deliver the Company's content services. Examples of
banner advertisements include: (i) mass market placements for general
rotation; (ii) targeted placements for specified audiences; and (iii) targeted
placements for specified audiences in specified geographic areas. The most
common of the Company's non-banner advertisements are known as "button
advertisements" and "textlinks," but also include customized advertising
solutions developed for specific advertisers. Revenues from national
advertising are recognized ratably over the related contractual term. A
portion of the Company's advertising revenues is shared with affiliates whose
sites incorporate the Company's content where advertisements are placed. The
Company records such revenue sharing as an expense in cost of revenues.

National advertising agreements generally have terms of less than six months
and guarantee a minimum number of impressions or click throughs. CPMs vary
depending on the type of advertisement purchased and the specificity of
targeting requested. Rates for banner advertising generally range from $10 to
$20 CPM for general rotation across undifferentiated users to $50 or greater
CPM for targeted category or geographic advertisements. The Company's rates
for button advertisements and textlinks are lower than those for banner
advertisements. Actual CPMs depend upon a variety of factors, including,
without limitation, the degree of targeting, the duration of the advertising
contract and the number of impressions purchased, and are often negotiated on
a case-by-case basis. Because of these factors, actual CPMs experienced by the
Company may fluctuate. The guarantee of minimum levels of impressions or click
throughs exposes the Company to

potentially significant financial risks, including the risk that the Company
may fail to deliver required minimum levels of user impressions or click
throughs, in which case the Company typically continues to provide advertising
without compensation until such levels are met. See "Risk Factors--Reliance on
Advertising and Promotion Revenues."

In addition to its CPM-based national advertising, the Company also sells
promotions, which are integrated packages of advertising that bundle such
features as button and textlink advertisements, sponsorships of specific
categories of content or content services and electronic commerce features.
Promotions also include co-branding and distribution services that the Company
provides to content providers, for which the Company receives a carriage fee.
Promotion arrangements vary in terms and duration, but generally have longer
terms than arrangements for the Company's CPM-based advertising. The fee
arrangements are individually negotiated with advertisers and are based on the
range and the extent of customization. These arrangements typically include
minimum monthly payments. To the extent that the advertiser offers an
electronic commerce opportunity in its promotion, the Company may derive
transaction revenues based on the level of transactions made through its
promotion for the advertiser.

The Company has formed cooperative sales relationships with leading
independent yellow pages publishers, media companies and direct marketing
companies to sell local Internet yellow pages advertising on the Company's
yellow pages directory services in the form of enhanced yellow pages listings.
The local sales forces of these companies are empowered to sell Internet
yellow pages advertising on the Company's directory services, which are
bundled with the traditional print advertising they sell. Internet yellow
pages advertising agreements provide for terms of one year, with pricing
comparable to print yellow pages advertising, typically paid in monthly
installments. Costs to local advertisers generally range from $50 to $300 or
greater per year, depending on the types of enhancements selected. Agreements
for the Company's cooperative sales relationships typically have terms of one
to five years and provide for revenue sharing, which varies from relationship
to relationship. Typically, these agreements provide for guaranteed minimum
levels of payments to the Company based on floor prices of the listing
enhancements that are sold. These guaranteed minimum payments are recognized
ratably over the related contract term, and revenues earned above the
guaranteed minimum payment are recognized over the term that the local
advertising is provided.

In July 1998, the Company entered into a joint venture agreement with
Thomson to form TDL InfoSpace to replicate the Company's content services in
Europe. TDL InfoSpace has targeted the United Kingdom as its first market, and
content services were launched in the third quarter of 1998. Under the joint
venture agreement, Thomson will provide its directory information to TDL
InfoSpace and sell Internet yellow pages advertising for the joint venture
through its local sales forces. The Company will contribute its technology and
hosting services to TDL InfoSpace. Each of the Company and Thomson purchased a
50% interest in TDL InfoSpace and are required to provide reasonable working
capital to TDL InfoSpace. As of August 15, 1998, the Company has contributed
$496,000 to the joint venture.

In July 1998, the Company entered into an agreement with Netscape, pursuant
to which the Company paid licensing fees to Netscape and is obligated to make
additional payments to Netscape based on the number of click throughs to the
Company's services. Netscape guarantees to the Company a certain minimum level
of use of the Company's yellow pages and white pages directories.

In August 1998, the Company entered into two agreements with AOL to provide
white pages directory services and classifieds services to AOL. Under the
terms of the agreement related to the Company's white pages directory
services, the Company will pay to AOL a quarterly carriage fee and share with
AOL revenues generated by advertising on the Company's white pages directory
services delivered to AOL. Under the terms of the agreement related to the
Company's classifieds information services, AOL will pay to the Company a
quarterly fee and share with the Company revenues generated by payments by
individuals and commercial listing services for listings on the AOL
classifieds service.

The Company anticipates that carriage fees paid to certain affiliates to
include the Company's content services on their Web site will continue for the
foreseeable future, and the Company may also pay such carriage fees to other
affiliates under arrangements similar to those with Netscape and AOL. Further,
the Company anticipates incurring material additional costs in the last half
of 1998, and substantially larger amounts in 1999 and thereafter, for more
traditional forms of advertising and public relations.

The Company has incurred losses since its inception and as of June 30, 1998
had an accumulated deficit of approximately $5.6 million. Losses incurred in
1997 totaled $697,000, including $382,000 in amortization of purchased
advertising agreements acquired in connection with the Company's acquisition
of YPI. For the six months ended June 30, 1998, losses incurred totaled $4.5
million, including a $4.7 million write-off associated with the Company's
acquisition of Outpost.

The Company believes that its future success will depend largely on its
ability to continue to offer content services that are attractive to its
existing and potential future affiliates. Accordingly, the Company plans to
increase significantly its operating expenses in order to, among other things:
(i) expand its affiliate network, which may include the payment of additional
carriage fees to certain affiliates; (ii) expand its sales and marketing
operations and hire more salespersons; (iii) increase its advertising and
promotional activities; (iv) develop and upgrade its technology and purchase
equipment for its operations and network infrastructure; (v) expand
internationally; and (vi) expand its content services. As such, the Company
expects to continue to incur operating losses for the foreseeable future.

In light of the rapidly evolving nature of the Company's business and
limited operating history, the Company believes that period-to-period
comparisons of its revenues and operating results are not necessarily
meaningful and should not be relied upon as indications of future performance.
Although the Company has experienced sequential quarterly growth in revenues
over the past four quarters and has achieved profitability in certain
quarters, it does not believe that its historical growth rates or periodic
profitability are necessarily sustainable or indicative of future growth or
profitability.

SELECTED QUARTERLY OPERATING RESULTS

The following table sets forth certain consolidated statements of operations
data for the Company's six most recent quarters, as well as such data
expressed as a percentage of revenues. This information has been derived from
the Company's unaudited consolidated financial statements. In management's
opinion, this unaudited information has been prepared on the same basis as the
annual consolidated financial statements and includes all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation for the quarters presented. This information should be read in
conjunction with the Company's Consolidated Financial Statements and Notes
thereto included elsewhere in this Prospectus. The operating results for any
quarter are not necessarily indicative of results for any future period.

QUARTER ENDED
----------------------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30,
1997 1997 1997 1997 1998 1998
--------- -------- --------- -------- --------- --------
(IN THOUSANDS)

Revenues................ $ 244 $ 222 $ 466 $ 753 $1,015 $ 1,840
Cost of revenues........ 59 72 76 140 202 341
----- ----- ----- ----- ------ -------
Gross profit.......... 185 150 390 613 813 1,499
Operating expenses:
Product development... 55 55 48 55 50 100
Sales and marketing... 167 191 232 239 434 469
General and
administrative....... 87 99 107 339 310 831
Amortization of
purchased advertising
agreements........... -- -- -- 382 -- --
Write-off of in-
process research and
development.......... -- -- -- -- -- 4,700
----- ----- ----- ----- ------ -------
Total operating
expenses........... 309 345 387 1,015 794 6,100
----- ----- ----- ----- ------ -------
Income (loss) from
operations............. (124) (195) 3 (402) 19 (4,601)
Other income, net....... 7 6 5 3 5 38
----- ----- ----- ----- ------ -------
Net income (loss)....... $(117) $(189) $ 8 $(399) $ 24 $(4,563)
===== ===== ===== ===== ====== =======

AS A PERCENTAGE OF REVENUES
----------------------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30,
1997 1997 1997 1997 1998 1998
--------- -------- --------- -------- --------- --------

Revenues................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues........ 24.2 32.4 16.3 18.6 19.9 18.5
----- ----- ----- ----- ------ -------
Gross profit.......... 75.8 67.6 83.7 81.4 80.1 81.5
Operating expenses:
Product development... 22.5 24.8 10.3 7.3 4.9 5.4
Sales and marketing... 68.4 86.0 49.8 31.7 42.8 25.5
General and
administrative....... 35.7 44.6 23.0 45.0 30.5 45.2
Amortization of
purchased advertising
agreements........... -- -- -- 50.7 -- --
Write-off of in-
process research and
development.......... -- -- -- -- -- 255.4
----- ----- ----- ----- ------ -------
Total operating
expenses........... 126.6 155.4 83.1 134.7 78.2 331.5
----- ----- ----- ----- ------ -------
Income (loss) from
operations............. (50.8) (87.8) 0.6 (53.3) 1.9 (250.0)
Other income, net....... 2.9 2.7 1.1 0.4 0.5 2.2
----- ----- ----- ----- ------ -------
Net income (loss)....... (47.9)% (85.1)% 1.7% (52.9)% 2.4% (247.8)%
===== ===== ===== ===== ====== =======

RESULTS OF OPERATIONS

Revenues. Substantially all of the Company's revenues are currently derived
from national advertising, promotions and local Internet yellow pages
advertising. Revenues increased during each of the four quarters

ended June 30, 1998, primarily as a result of continued expansion of the
Company's affiliate network, increased sales and marketing efforts and
increased use of the Company's content services. A portion of the Company's
revenues represent barter transactions resulting from the exchange by the
Company with another company of banner advertising space for reciprocal banner
advertising space or for content licenses. Barter revenues aggregated $165,000
for the four quarters in 1997 and were $195,000 for the quarter ended
March 31, 1998 and $189,000 for the quarter ended June 30, 1998. The Company
records the associated expense of the advertising used in advertising barter
exchanges in sales and marketing expenses and the expense of advertising for
content licenses in cost of revenues.

The Company has experienced, and expects to continue to experience,
seasonality in its business, with reduced user traffic on its affiliate
network expected during the summer and year-end vacation and holiday periods,
when usage of the Internet has typically declined. Advertising sales in
traditional media, such as broadcast and cable television, generally decline
in the first and third quarters of each year. Depending on the extent to which
the Internet and commercial online services are accepted as an advertising
medium, seasonality in the level of advertising expenditures could become more
pronounced for Internet-based advertising. Seasonality in Internet service
usage and advertising expenditures is likely to cause quarterly fluctuations
in the Company's results of operations and could have a material adverse
effect on the Company's business, financial condition and results of
operations.

Cost of Revenues. Cost of revenues consists of expenses associated with the
enhancement, maintenance and support of the Company's content services,
including salaries and related employee benefits for webmasters and developers
working on customer projects, communication costs such as high-speed Internet
access with dedicated DS-3 communication lines, equipment depreciation,
license fees related to third-party content, costs of aggregation and
syndication of content and amounts paid to affiliates pursuant to revenue-
sharing arrangements. For the six quarters ended June 30, 1998, the largest
expenditures were for license fees related to third-party content, Internet
access and, to a lesser extent, salaries and related benefits. These expenses
have continued to increase in absolute dollars and have remained relatively
constant as a percentage of revenues over the most recent three quarters.
These expenses are expected to continue to increase in absolute dollars.

Product Development Expenses. Product development expenses consist
principally of personnel costs, and include expenses for research, design and
development of the proprietary technology used by the Company for the
aggregation, integration and delivery of its content services. These expenses
remained relatively constant for the five quarters ended March 31, 1998 and
increased substantially in the quarter ended June 30, 1998. These expenses
declined significantly as a percentage of revenues due to the Company's
revenue growth during the most recent six quarters. The Company intends to
increase these expenses significantly in future periods in order to maintain
and enhance the Company's technology. These expenses may vary as a percentage
of revenues.

Sales and Marketing Expenses. Sales and marketing expenses consist primarily
of salaries and related benefits for sales and marketing personnel,
traditional advertising and promotional expenses, carriage fees paid to
certain affiliates to include the Company's content services on their Web
sites, sales office expenses and travel expenses. These expenses have
continued to increase over the most recent six quarters to support the
continued expansion of the Company's business. Sales and marketing expenses
increased significantly in the quarter ended March 31, 1998 as a result of an
increase in barter transactions, and continued to increase in the quarter
ended June 30, 1998 due to higher expenses required to support growth of the
Company's revenues. These expenses have fluctuated significantly as a
percentage of revenues over the most recent six quarters. The Company
anticipates substantial increases in sales and marketing expenses in the
future due to continued expansion of its sales and marketing efforts, a
substantial increase in carriage fees paid to certain affiliates to include
the Company's content services on their Web sites, including under the recent
agreements with Netscape and AOL, and to increases in traditional forms of
advertising and public relations. The Company expects these expenses will be
significantly higher as a percentage of revenues for at least the next two
quarters.

General and Administrative Expenses. General and administrative expenses
consist primarily of fees for professional services, bad debt expenses,
accrued litigation costs, general office expenses, salaries and related
benefits for administrative and executive staff, state taxes and occupancy
expenses. Sequential increases in quarterly general and administrative
expenses were due primarily to increased staffing levels necessary to manage
and support the Company's expanding operations. These expenses for the quarter
ended June 30, 1998, included an increase in the accrual of bad debt expenses
of $150,000 and a reserve for a pending lawsuit of $240,000. The Company
anticipates that general and administrative expenses will continue to increase
in absolute dollars due to a number of factors, including the recent addition
of several officers and managers to the Company's payroll and the expected
hiring of additional personnel to support increased operations, higher
occupancy expenses associated with the Company's new facility and increased
costs associated with being a public company. In addition, these expenses will
include approximately $300,000 per quarter for the next twelve quarters for
the amortization of intangible assets associated with the acquisition of
Outpost in June 1998. However, these expenses may vary as a percentage of
revenues.

Amortization of Purchased Advertising Agreements. Amortization of purchased
advertising agreements consists of amortization of short-term advertising
agreements acquired in connection with the acquisition of YPI in May 1997.

Write-Off of In-Process Research and Development. Write-offs of in-process
research and development are recorded at the time an acquisition is completed.
The quarter ended June 30, 1998 includes a $4.7 million write-off of in-
process research and development costs associated with the Company's
acquisition of Outpost.

Other Income. Other income consists primarily of interest income for all
periods. In the future, other income will include income or losses
attributable to the Company's 50% interest in TDL InfoSpace, the Company's
joint venture with Thomson.

Provision for Income Taxes. Net operating losses have been incurred to date
on a cumulative basis, and no tax benefit has been recorded.

Net Income (Loss). The Company has sustained losses in four of the six most
recent quarters ended June 30, 1998, and the cumulative losses through that
date were $5.6 million. The Company expects to incur operating losses on a
quarterly basis for the foreseeable future.

FACTORS AFFECTING QUARTERLY RESULTS OF OPERATIONS

The Company's operating results have varied on a quarterly basis during its
limited operating history and will fluctuate significantly in the future as a
result of a variety of factors, many of which are outside the Company's
control. Factors that may affect the Company's quarterly operating results
include, but are not limited to: (i) the addition or loss of affiliates; (ii)
variable demand for the Company's content services by its affiliates; (iii)
the cost of acquiring and the availability of content; (iv) the overall level
of demand for content services; (v) the Company's ability to attract and
retain advertisers and content providers; (vi) seasonal trends in Internet
usage and advertising placements; (vii) the amount and timing of fees paid by
the Company to certain of its affiliates to include the Company's content
services on their Web site; (viii) the productivity of the Company's direct
sales force and the sales forces of the independent yellow pages publishers,
media companies and direct marketing companies that sell local Internet yellow
pages advertising for the Company; (ix) the amount and timing of expenditures
for expansion of the Company's operations, including the hiring of new
employees, capital expenditures and related costs; (x) the Company's ability
to continue to enhance, maintain and support its technology; (xi) the
Company's ability to attract and retain personnel; (xii) the introduction of
new or enhanced services by the Company, its affiliates and their respective
competitors; (xiii) price competition or pricing changes in Internet
advertising and Internet services, such as the Company's content services;
(xiv) technical difficulties, system downtime, system failures or Internet
brown-outs; (xv) political or economic events and governmental actions
affecting Internet operations or content; and (xvi) general economic
conditions and economic conditions specific to the Internet. Any one of these
factors

could cause the Company's revenues and operating results to vary significantly
in the future. In addition, as a strategic response to changes in the
competitive environment, the Company may from time to time make certain
pricing, service or marketing decisions or acquisitions that could cause
significant declines in the Company's quarterly results of operations. Also,
the Company currently is involved in a lawsuit filed by a former employee
involving certain claims to purchase Common Stock. While the Company believes
its defenses are meritorious, litigation is inherently uncertain, and the
Company may be required to issue to the plaintiff shares of Common Stock or
options to purchase Common Stock. To the extent the Company is required to
issue shares of Common Stock or options to purchase Common Stock, the Company
would recognize an expense which could have a material adverse effect on the
Company's results of operations for the period in which such issuance occurs,
and any such issuance would be dilutive to existing stockholders. See
"Business--Legal Proceedings."

The Company's limited operating history and the emerging nature of its
markets make any prediction of future revenues difficult. The Company's
expense levels are based, in part, on its expectations with regard to future
revenues, and to a large extent such expenses are fixed, particularly in the
short term. There can be no assurance that the Company will be able to predict
its future revenues accurately and the Company may be unable to reduce
spending commitments in a timely manner to compensate for any unexpected
revenue shortfall. Accordingly, any significant revenue shortfall in relation
to the Company's expectations could result in significant declines in the
Company's quarterly operating results.

Due to the foregoing factors, the Company's revenues and operating results
are difficult to forecast. The Company believes that its quarterly revenues,
expenses and operating results will vary significantly in the future and that
period-to-period comparisons should not be relied upon as indications of
future performance. As a result of the foregoing factors, it is likely that in
some future quarters or years the Company's operating results will fall below
the expectations of securities analysts or investors, which would have a
material adverse effect on the trading price of the Common Stock.

LIQUIDITY AND CAPITAL RESOURCES

From its inception in March 1996 through May 1998, the Company funded
operations with approximately $1.4 million in equity financing and, to a
lesser extent, from revenues generated for services performed. In May 1998,
the Company completed a $5.2 million private placement of Common Stock, and in
July and August 1998, the Company completed an additional private placement of
Common Stock for $8.2 million. Sales of Common Stock to employees pursuant to
the Company's 1998 Stock Purchase Right Plan also raised $1.6 million in July
1998. As of June 30, 1998, the Company had cash and cash equivalents of $5.7
million and subsequently raised $9.8 million of additional cash from these
private placements.

Net cash provided (used) by operating activities was $(462,000) from the
Company's inception in March 1996 through December 31, 1996, $(216,000) in the
year ended December 31, 1997 and $613,000 in the six months ended June 30,
1998. Cash used in operating activities from inception through June 1998
consisted primarily of net operating losses and increases in accounts
receivable, which were partially offset by increases in accrued expenses and
accounts payable.

Net cash used in investing activities was $219,000 in the period from
inception through December 31, 1996, $150,000 in the year ended December 31,
1997 and $381,000 in the six months ended June 30, 1998. Cash used in
investing activities consists of business acquisitions, purchase of property
and equipment and proceeds from the sale of fixed assets.

The Company anticipates that it will spend up to $2.5 million for capital
equipment in the next twelve months. The Company has also entered into various
agreements that provide for the Company to make payments for carriage
agreements of $1.6 million and trademark licenses of $3.0 million during the
remainder of 1998 and for carriage fees of $9.8 million thereafter.

The Company believes that existing cash balances, cash equivalents and cash
generated from operations, together with the net proceeds from this offering,
will be sufficient to meet its anticipated cash needs for working capital and
capital expenditures at least through the end of 1999. There can be no
assurance that the underlying assumed levels of revenues and expenses will
prove to be accurate. The Company may seek additional funding through public
or private financings or other arrangements prior to such time. Adequate funds
may not be available when needed or may not be available on terms favorable to
the Company. If additional funds are raised by issuing equity securities,
dilution to existing stockholders will result. If funding is insufficient at
any time in the future, the Company may be unable to develop or enhance its
products or services, take advantage of business opportunities or respond to
competitive pressures, any of which could have a material adverse effect on
the Company's business, financial condition and results of operations.

YEAR 2000 COMPLIANCE

Many currently installed computer systems and software products are coded to
accept only two-digit entries in the date code field and cannot distinguish
21st century dates from 20th century dates. These date code fields will need
to distinguish 21st century dates from 20th century dates and, as a result,
many companies' software and computer systems may need to be upgraded or
replaced in order to comply with such "Year 2000" requirements. The Company
has reviewed its internally developed information technology systems and
programs, and believes that its systems are Year 2000 compliant and that there
are no significant Year 2000 issues within the Company's systems or services.
Non-information technology systems that utilize embedded technology, such as
microcontrollers, may also need to be replaced or upgraded to become Year 2000
compliant. However, the Company believes that it does not use any non-
information technology systems. The Company utilizes third-party equipment and
software that may not be Year 2000 compliant. Failure of such third-party
equipment or software to operate properly with regard to the year 2000 and
thereafter could require the Company to incur unanticipated expenses to remedy
any problems, which could have a material adverse effect on the Company's
business, financial condition and results of operations. Furthermore, the
purchasing patterns of its advertisers may be affected by Year 2000 issues as
companies expend significant resources to correct their current systems for
Year 2000 compliance. These expenditures may result in reduced funds available
for Internet advertising, which could have a material adverse effect on the
Company's business, financial condition and results of operations. The
Company, to date, has not made any assessment of the Year 2000 risks
associated with its third-party equipment or software or its advertisers and
has not made any contingency plans to address such risks.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board (the "FASB") issued Statement of FinancialPosition
98-1, Accounting Standard ("SFAS") 130, "Reporting
Comprehensive Income." SFAS 130 establishesfor the standardsCosts of Computer Software Developed or Obtained for
reporting
comprehensive income and its components in financial statements. Comprehensive
income as defined includes all changes in equity (net assets) during a period
from non-owner sources. Examples of items to be included in comprehensive
income,Internal Use, which are excluded from net income, include foreign currency
translation adjustments and unrealized gains/losses on available-for-sale
securities. The disclosure prescribed by SFAS 130 must be madeis effective for fiscal years beginning after December 15,
1997. Reclassification1998. The SOP will require the capitalization of certain costs incurred after
the date of adoption in connection with developing or obtaining software for
internal use. We currently expense such costs as incurred. Management has not
yet determined what the effect of SOP 98-1 will be on our consolidated
financial statementsposition or results of operations.

In April 1998, the Accounting Standards Board issued Statement of Position
98-5, Reporting on the Costs of Start-Up Activities. SOP 98-5, which is
effective for earlier periods provided for comparative purposesfiscal years beginning after December 15, 1998, provides guidance
on the financial reporting of start-up costs and organization costs. It
requires costs of start up activities and organization costs to be expensed as
incurred. As we have expensed these costs historically, the adoption of this
standard is required
upon adoption. The Company had no comprehensive income itemsnot expected to report for the
period from March 1, 1996 (inception) to December 31, 1996, the year ended
December 31, 1997have a significant impact on our results of
operations, financial position or the six months ended June 30, 1998.cash flows.

In June 1997,1998, the FASB issued SFAS 131, "Disclosures about Segments of an
EnterpriseNo. 133, Accounting for Derivatives and
Related Information." SFAS 131Hedging Activities, which establishes accounting and reporting standards for
derivative instruments, including certain derivative

instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. Because we have never used and do not
currently intend to use derivatives, management does not anticipate that the
way that companies report information about operating segmentsadoption of this new standard will have a significant effect on our earnings or
financial position.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to financial market risks, including changes in annual
financial statements. It also establishes standards forinterest rates
and marketable equity security prices. We typically do not attempt to reduce or
eliminate our market exposures on our investment securities because the
majority of our investments are short-term. We do not have any derivative
instruments.

The fair value of our investment portfolio or related disclosures
about products and services, geographic areas, andincome would not be
significantly impacted by either a 100 basis point increase or decrease in
interest rates due mainly to the short-term nature of the major customers,portion of our
investment portfolio.

All of the potential changes noted above are based on sensitivity analysis
performed on our balances as well as
reporting selected information about operating segments in interim financial
reports to stockholders. SFAS 131 is effective for financial statements for
periods beginning after December 15, 1997. The Company has adopted the
reporting requirements of SFAS 131 in its consolidated financial statements
for the year ending December 31, 1998.

3242

BUSINESS

OVERVIEWOverview

InfoSpace.com is a leading aggregatorprovider of private label solutions for content
and integrator of content services
that it syndicatescommerce to a broad network of affiliates, including existing and
emerging Internet portals, destinationWeb sites and suppliersInternet appliances. Our affiliate network
consists of PCsmore than 1,500 Web sites. Our affiliates include AOL, Netscape,
Microsoft, Lycos, MetaCrawler, Dow Jones (The Wall Street Journal Interactive
Edition), ABC LocalNet and other
Internet access devices, such as cellular phones, pagers, screen phones,
television set-top boxes, online kiosks and personal digital assistants. The
Company focusesCBS's affiliated TV stations. We focus on real-world
content, with broad appeal, such as yellow pages and white pages, maps, classified advertisements,
real-time stock quotes, sports, information on local businesses and events,
weather forecasts and horoscopes. By aggregating content from multiple sources
and integrating it with related content to
increase its usefulness, the Company serves as a single source of value-added
content. The Company's affiliates include AOL, Netscape, Microsoft, Lycos,
MetaCrawler, Playboy, Dow Jones (The Wall Street Journal Interactive Edition),
ABC LocalNet and CBS's affiliated TV stations. The Company's services provide
affiliates with content that helpsusing our proprietary technology, we
help to increase the convenience, relevance and enjoyment of theirour affiliate
users' visits, thereby promoting increased traffic and repeat usage. This, in
turn, provides enhanced advertising and electronic commerce revenue
opportunities to affiliates with minimal additional investment. By leveraging
the Company'sour content relationships and technology, affiliates are free to focus on their
core competencies.

The Company hasWe have acquired the rights to a wide range of content from more than 7560
third-party content providers. The cornerstone of the Company'sour content servicessolution is itsour
nationwide yellow pages and white pages directory information. Using itsour
proprietary technology, the Company integrateswe integrate this directory information with other
value-added content to create "The Ultimate
Guide" tohelp users find people, places and things in the real
world. As an example of the power of the Company'sour contextual integration, a salesperson
using the
Company'sour content and commerce services can, from the results of a single
query, find the name and address of a new customer, obtain directions to his or
her office, check the weather forecast and, typically, make an online
reservation at the nearest hotel, browse the menu of a nearby restaurant and
review a schedule of entertainment events for the locale.

InfoSpace.com derivesWe derive substantially all of itsour revenues from national and local
advertising, promotions, including promotions for content and local Internet yellow pages advertising.commerce, and, to
a lesser extent, non-advertising based private label solutions. Through itsour
direct sales force, the Company offerswe offer a variety of national advertising and promotions
that enable advertisers to access both broad and targeted audiences. The CompanyWe also
sellssell local Internet yellow pages advertising through cooperative sales
relationships with established independent yellow pages publishers, media
companies and direct marketing companies. The Company
believesWe believe that these relationships
provide the Companyus access to local sales expertise and customer relationships that give
itus an advantage over competitors while minimizing the Company's investment in itsour own sales infrastructure.

INDUSTRY BACKGROUNDinfrastructure
investment.

Based on estimates from Media Metrix for the month of January 1999, our
affiliate network provides us with an unduplicated reach of more than 47.3
million unique Web users, representing more than 83% of all Web users in the
United States. "Reach" is defined as unique Web visitors who visited the site
over the course of the reporting period.

Industry Background

The emergence and acceptance of the Internet and the World Wide Web has
developed into an important mass medium to distributefundamentally changed the way that consumers and collectbusinesses communicate, obtain
information, communicate, interactpurchase goods and be entertained.transact business. International Data
Corporation, ("IDC")or IDC, estimates that the number 33
of Internet users worldwide

will grow from approximately 69 million in 1997 to 320 million in 2002. As the
number of users has increased, the Internet has emerged as an effective means
to market products and services, helping to fuel its growth as a commercial
medium. Jupiter Communications, LLC estimates that total spending on Internet
advertising in the United States will grow from $1.9 billion in 1998 to $7.7
billion in 2002. Local advertising on the Internet is projected to grow at an
even faster pace, from 9% of total Internet advertising in 1996 to 37% in 1998
and 54% in 2002. Jupiter Communications,
LLCIDC also estimates that the value of goods and services
purchased on the Internet will increase from $2.6more than $12 billion in 1997 to
$37.5over $400 billion in 2002.

The commercial potential of the Internet has resulted in a proliferation of
Web sites through which businesses, communities, media companies, news
services, affinity groups and individuals seek to inform, entertain,
communicate and conduct business with Internet users worldwide. New Internet
businesses, such as E-Loan Inc., InsWeb Corporation and Microsoft's Expedia,
have been established to offer goods and services in novel ways using the
Internet. Other popular Internet destination sites such as FindLaw, iVillage
and Xoom offer users the ability to engage and participate in a virtual
community with users of similar interests. At the same time, many traditional
media and publishing companies have transitioned their brand and content onto
the Internet, such as ABC's ABC LocalNet, Disney's Family.com, CBS's CBS Local
Guide Playboy's Playboy.com and Dow Jones (The Wall Street Journal Interactive Edition). Hundreds of
thousands of corporations have established Web sites and corporate intranets
and extranets to communicate with employees, customers and business partners
over the Internet. IDC estimates that the number of Web sites (URLs) will grow
from 351 million in 1997 to 7.7 billion in 2002.

This rapid growth in the number of Web sites and the wide array of content
associated with them has caused the emergence of the "portal," an integrated
online service through which users can access a wide range of information and
services without having to navigate through multiple sites. Leading Internet
service providers, such as AOL, Internet software and services companies, such
as Microsoft and Netscape, and Internet search engines and directories, such as
those offered by Yahoo!, Lycos, Excite and Infoseek, have sought to capitalize
on their positions as the most frequently visited sites on the Internet by
establishing themselves as primary portals. These companies have regularly
added to their service offerings, aggregating third-party content, such as
stock quotes, news and yellow pages, and incorporating links to and from other
related sites, in order to prolong their users' visits and promote repeat
usage. In this environment, popular destination and corporate sites have found
it increasingly difficult to compete for the attention of users and to preserve
user loyalty. Many of these sites have found it necessary to add to the amount
of information and services accessible through their sites, supplementing their
more targeted or thematic content with useful third-party content and services
and effectively becoming portals themselves.

The popularity of the Internet has also resulted in the emergence of new
Internet access devicesappliances and the adaptation of traditional communications devices
for Internet access, including cellular phones, pagers, screen phones,
television set-top boxes, online kiosks and personal digital assistants. IDC
predicts that, by 2002, shipments of non-PC Internet access devicesappliances will almost
equal those of PCs. In order to drive market acceptance of their devices, these
suppliers seek an integrated package of content and services that is
specifically designed to complement the display format and navigational
features of their devices.

In order to differentiate their services and attract the attention of users
on the increasingly crowded Web, existing and emerging Internet portals,
destination sites and suppliers of PCs and other Internet access devicesappliances all need
to continually expand and enrich their offerings with value-added content and
services. The objective of these companies is to effectively increase the
audience for their services in terms of both reach and frequency. The greater
the size of their audience, the greater the advertising and electronic commerce
opportunities afforded to them. Accordingly, these companies are highly
dependent upon continually increasing traffic usage, particularly repeat usage,
and cultivating a favorable demographic in order to attract advertisers and
secure higher advertising rates. These companies must invest heavily in
advertising and promotion in order to build their brand and drive users to
their sites or devices. To ensure their long-term 34
viability and success,
Internet companies will need to effectively manage the revenue potential of
each visit in order to justify their customer acquisition costs.

44
As the Internet evolves into a mass medium, the Company believeswe believe there will be a need
for outsourced syndication services to enable existing and emerging Internet
portals, destination sites and suppliers of PCs and other Internet access
devices (collectively "Internet points-of-entry")known as Internet points-of-entry) to broaden their
content offering and exploit the revenue potential of their audience. In more
traditional media such as television, radio and print, syndicated content
provided by the major television networks, programming syndicators and wire
services, such as Reuters and AP,Associated Press, has been widely used by local
television stations, radio stations and newspapers in order to augment their
core programming with additional programming and, in so doing, extend their
audience reach and retention. The diverse Internet points-of-entry similarly
need a source of syndicated content that will increase the convenience,
relevancy and enjoyment of their users' experience, thereby generating repeat
usage and making it less likely that users will click to another service. SuchThis
syndicated content must be delivered to these Internet points-of-entry through
a reliable, scalable infrastructure that can ensure high-quality service. As a
result, the Company believeswe believe there is an opportunity for a highly focused company to
provide outsourced content and commerce services to Internet companies. THE INFOSPACE.COM SOLUTIONSee
"Risk Factors--We Rely on the Internet Infrastructure."

The InfoSpace.com isSolution

We are a leading aggregatorprovider of private label solutions for content and integrator of content services
that it syndicatescommerce
to a broad network of affiliates, including existing and
emerging Internet portals, destinationWeb sites and suppliers of PCsInternet appliances. Our affiliates include AOL, Netscape,
Microsoft, Lycos, MetaCrawler, Dow Jones (The Wall Street Journal Interactive
Edition), ABC LocalNet and other
Internet access devices, such as cellular phones, pagers, screen phones,
television set-top boxes, online kiosks and personal digital assistants. The
Company focusesCBS's affiliated TV stations. We focus on real-world
content, with broad appeal, such as yellow pages and white pages, maps, classified advertisements,
real-time stock quotes, sports, information on local businesses and events,
weather forecasts and horoscopes. By aggregating content from multiple sources
and integrating it with related content using our proprietary technology, we
help to increase its usefulness, the Company serves asconvenience, relevance and enjoyment of our affiliate
users' visits, thereby promoting increased traffic and repeat usage.

InfoSpace.com is a single sourceleading provider of value-added
content. The Company's affiliates include AOL, Netscape, Microsoft, Lycos,
MetaCrawler, Playboy, Dow Jones (The Wall Street Journal Interactive Edition),
ABC LocalNetprivate label solutions for content and
CBS's affiliated TV stations. Affiliates use the Company's
servicescommerce
to expand their programmingWeb sites and increase traffic, thereby enhancing
advertising and electronic commerce revenue opportunities.

[DIAGRAM APPEARS HERE]Internet appliances.

[GRAPHIC OF INFOSPACE.COM SOLUTION, CONSTITUENTS, AND CONSTITUENT BENEFITS]

Aggregation

The CompanyWe currently aggregatesaggregate content from more than 7560 third-party content
providers to create an array of value-added information and services. The Company'sOur
proprietary technology enables the Companyus to rapidly aggregate substantial volumes of
data and content in multiple formats and from multiple sources. In most cases,
the Company receiveswe receive regular data feeds from itsour content providers and storesstore the content
on the Company'sour Web servers in order to maintain its reliability and increase its
accessibility. In other cases, the Company'sour proprietary technology allows Web users to
transparently access content that is stored directly on the content provider's system.
In either case, the Company'sour technology enables itus to aggregate heterogeneous content
into an integrated service, which is then delivered to the Company'sour affiliates.

Integration

The Company'sOur proprietary technology integrates related content and enhances its value
through increased context. Using directory services as the cornerstone of itsour
content and commerce services, the Company integrateswe integrate a broad range of relevant and
related localized information, such as maps, classified advertisements, news,
and local event, business and weather information, as well as other content and
services with everyday relevance, including real-
timereal-time stock quotes, sports,
government directory listings, television listings and lottery results. The CompanyWe also
integratesintegrate traditional yellow pages categories with itsour natural word search
feature, whichfeature. This enables users of itsour directory services to more intuitively
navigate within the services and to achieve more accurate and relevant
responses to their queries. For example, a user employing general search
engines to seek information about buying a tuxedo might receive, in response to
a query on the word "tuxedo," a list of Web

sites containing articles about the history and usage of tuxedos. Through the Company'sour
services, that same query would be able to locate retailers of tuxedos in the
user's neighborhood, as well as identify retailers of related goods and
services such as dress shoes, limousine rentals and florists.

SyndicationDistribution

The Company'sInfoSpace.com solution is designed to efficiently and reliably syndicatedistribute
integrated content and commerce services over the Internet to a broad network
of affiliates serving millions of end users. The Company'sWe have designed our technology has been designed
with built-in redundancies and a template-driven automated publishing engine to
allow affiliates to reliably and cost-effectively integrate the Company'sour content into
their Web site or Internet access device. The Company'sappliance. Our technology solution enables itus to easily and
rapidly add new affiliates by employing a distributed, scalable architecture
adapted specifically for the
Company'sour Internet-based content services, and has beencommerce solutions. We
have also designed our technology to support affiliates across multiple
platforms and formats, including Web sites, cellular phones, pagers, screen
phones, television set-top boxes, online kiosks and personal digital
assistants.

The Company'sOur solution is highly flexible and customizable, enabling affiliates to
select from among the Company'sour broad range of content and commerce services
only those desired and to
specify the placement of the selected content and commerce services within
their existing Web sites and devices. In response to user queries originating
from an affiliated Web site or device, the Company'sour automated publishing engine
dynamically builds a page to conform to the display format and look and feel
and navigation features specific to that affiliate. This feature helps itsour
affiliates build and maintain their brands by creating the impression to end
users that they have not left the affiliate's site. The Company managesWe manage access to the
content and processesprocess user queries from itsour own Web server until ultimate
delivery of itsout services to an affiliate, serving as a cost-effective, single
source supplier of content and commerce services.

Constituent Benefits

Benefits to Affiliates. The Company'sOur services provide affiliates with content and
commerce solutions that helpshelp to increase the convenience, relevance and
enjoyment of their users' visits, thereby promoting increased traffic and
repeat usage. In addition, the Company believes itswe believe that our yellow pages and white pages
directory services can attract a greater mix of consumers, as opposed to
viewers or browsers. These benefits, in turn, provide enhanced advertising and
electronic commerce revenue opportunities to affiliates with minimal additional
investment. By leveraging the Company'sour content relationships and technology, affiliates
are free to focus on their core competencies.

Benefits to Advertisers. The Company'sOur network of more than 800 affiliate Web sites and itsour access to
various Internet access devicesappliances position the
Companyus as a one-stop vendor for advertisers.
The Company'sOur advertisers can take advantage of the Company'sour access to a broad and diverse
audience of Internet users derived through itsour network of affiliates. Based on
information
receivedestimates from RelevantKnowledge, Inc., the Company estimates that itsMedia Metrix, our affiliate network (which includes AOL, for which the Company has not yet
launched its services) provides itus with an
unduplicated reach of 42more than 47.3 million unique InternetWeb users for the month of
January 1999, representing approximately 79%more than 83% of all InternetWeb users in the United States.
The Company'sOur yellow pages and white pages directory services provide advertisers with
access to targeted audiences and consumers. Further, the Company'sour local Internet yellow
pages advertising enables local advertisers to significantly expand their reach
onto the Internet. The
Company'sOur proprietary advertising server technology enables itus to
offer differentiated, customized solutions to advertisers, and provides real-timereal-
time tracking and measurement capabilities to allow advertisers to receive
meaningful feedback on the effectiveness of their advertising programs.

Benefits to Content Providers. The Company'sOur solution provides expanded distribution
and branding opportunities for content providers. The CompanyWe also enablesenable them to
distribute their content to emerging Internet access
devicesappliances with little or no
additional investment. In addition, the Company
enhanceswe enhance the value of third-party content
by integrating it with yellow pages and white pages directory services and
other real-world content.

3747

STRATEGY

The Company'sStrategy

Our mission is to be a universal provider of technology-enhanced content and
commerce services for the Internet, while cultivating diverse advertising
revenue sources. Key elements of the Company'sour strategy include the following:

Expand Network of Affiliates. The Company intendsWe intend to expand itsour affiliate relationships
to all forms of Web sites and Internet points-of-entry. The Company'sappliances. Our proprietary technology
enables the Companyus to provide content and commerce services to virtually any Web site
or Internet access deviceappliance in a manner that is designed to be optimal for each
particular platform. The Company hasWe have affiliated with, and seeksseek to continue to affiliate
with, leading Internet and traditional media companies, providing itsour services
to a wide variety of existing and
emerging Internet portals, destinationWeb sites and suppliers of Internet access
devices. The Company believesappliances. We believe that by
expanding itsour network of affiliates it
provideswe provide greater economic value to
advertisers and content providers by increasing the breadth and depth of their
audiences, as well as to the Companyus through additional advertising and electronic
commerce opportunities.

Develop Services for Leading Providers of Emerging Internet Access
Devices.Appliances. As
part of itsour strategy to expand itsour affiliate network, the Company
seekswe seek to develop
content and commerce services for leading suppliers of emerging Internet
access devicesappliances and related software. In addressing this opportunity, the
Company leverages itswe leverage
our proprietary technology that enables the distribution of itsour content and
commerce services across a wide variety of formats and devices. The Company
maintainsWe maintain
development relationships with leading providers of emerging Internet
access devicesappliances such as AT&T Wireless Data Division, a division of AT&T, for
cellular phones, Lucent Technologies Inc., InfoGear Technology Corporation and
Mitsui & Co., Ltd. for screen phones, Planetweb, Inc. for television set-top
boxes and Source Media, Inc.'s Interactive Channel and @HomeAt Home Corporation for
Internet access via cable. The Company believesWe believe that itwe can become a leading provider of
Internet content and commerce services as these devices penetrate the market of
Internet users.

Continue to Add New Content Services. The Company seeksWe seek to identify content and
services with broad appeal to Internet users that will increase the value and
functionality of itsour services. The Company believesWe believe that users place a premium on content
that is relevant to their everyday lives and will therefore increase the
frequency and duration of their visits to Web sites or devices that access such
content. The Company focuses itsWe focus our efforts on content providers that can provide
comprehensive coverage on a national level and content that has the potential
for targeted advertising or commerce opportunities. By regularly adding and
integrating new and useful content, the Company believes
that itwe believe we can drive increased traffic
to itsour affiliates and generate additional revenue opportunities.

Capture Local Advertising Revenues Through Leveraged Sales. The Company
believesWe believe that
local advertising represents an attractive and underserved Internet market
opportunity. Currently, spending on Internet advertising by local businesses is
a very small percentage of their overall advertising expenditures. The Company believesWe believe
that itsour directory-based integrated content and commerce services provide a
platform for targeted and differentiated local advertising solutions that will
be of substantial appeal and generate tangible economic benefits to local
businesses. To pursue this opportunity, the Company haswe have formed cooperative sales
relationships with leading independent yellow pages publishers and media
companies, providing access to more than 1,500 sales
people1,300 salespeople and their local
business contacts. The Company hasWe have also established relationships with direct marketing
companies to sell local Internet yellow pages advertising through mail and
telephone solicitation.

Pursue Global Expansion Opportunities. The Company intendsWe intend to capitalize on what it perceiveswe
perceive to be a significant opportunity for itsour content and commerce services
in international markets. The Company expectsWe expect to reduce the costs and risks of
international expansion by entering into strategic alliances with local
partners able to provide local directory information and local sales forces with extensive
local contacts. The Company hasWe have initiated itsour international expansion by entering into
a joint venture agreement with Thomson, the largest independent provider of
print directory information in the United Kingdom.

38
Expand Electronic Commerce Capabilities. The Company believesWe believe that electronic commerce
will continue to grow as an increasing number of businesses and consumers
embrace the Internet as an attractive platform

48
for evaluating, selecting and purchasing goods and services. In February 1998,
the
Companywe began providing electronic commerce services withthrough the launchimplementation of its
smart-shopping service, which allowsa
search engine that allowed end users to obtain limited comparative price
information on a specific product.products. Subsequently, we implemented our integrated
content module in the third quarter of 1998. In addition, we recently announced
the Company is adapting this
technology to integrateintroduction of our electronic commerce solution, Active Shopper. This
solution is designed to change the way people shop on the Internet by providing
integrated services that offer online shoppers what they need to research and
buy a product in one place. The features into its content servicesare expected to include the ability to
search online stores, catalogs and intendsauctions as well as find product reviews,
discussion groups and competitive prices. InfoSpace.com expects to develop an electronic shopping cart service that will allow end
users to purchase goods and services from any Web site without leaving an
affiliate's Web site. The Company believeslaunch
Active Shopper in the first half of 1999. We believe that these services will
allow itsour affiliates to broaden and enhance their core programming at minimal
cost and generate additional advertising and transaction revenue opportunities
for both the Companyus and itsour affiliates.

CONTENT SERVICES

The Company seeksContent Services

We seek to provide itsour affiliates with content of broad appeal to end users,
including local information, financial data and Web community services. The Company believesWe
believe that such content can provide advertisers with opportunities to both
reach a broad audience and target specific sub-groupssubgroups within that audience. In
most cases, the Company receiveswe receive regular data feeds from itsour content providers and storesstore
the content on the Company'sour Web servers in order to maintain its reliability and
increase its accessibility. In other cases, the Company'sour proprietary technology allows
Web users to transparently access content that is stored directly on the
content provider's system. In either case, the Company'sour technology enables itus to
aggregate heterogeneous content into an integrated service, which is then
delivered to the Company'sour affiliates. The Company'sOur technology pulls content dynamically into a
Web page or device output display that maintains the look and feel and
navigation features of each affiliate's Web site or access device.

The Company hasInternet appliance.

We have acquired rights to third-party content pursuant to over 75more than 60
license agreements, typically having terms of one to five years. The license
agreements require the content provider to update content on a regular basis,
the frequency of which varies depending on the type of content. In certain
arrangements, the content provider pays us a carriage fee to the Company for syndication of
its content to the Company'sour network of affiliates. In other instances, the Company shareswe share with the
content provider advertising revenues attributable to end-user access of the
provider's content. For certain of the
Company'sour content, including itsour core directory
and map content, the Company
payswe pay a one-time or periodic fee or fee per content query to
the content provider. The CompanyWe typically entersenter into non-exclusivenonexclusive arrangements with
itsour content providers, but has,providers. However, in certain instances we have entered into
exclusive relationships, which may limit the Company'sour ability to enter into additional
content agreements.

Directory Services

The cornerstone of the Company'sour content and commerce services is itsour nationwide yellow
pages and white pages directories. In January 1999, Media Metrix ranked us as
the number one directory in terms of number of users. Yellow pages and white
pages are an indispensable resource for locating information regarding
individuals and businesses. Today, printed yellow pages and white pages
directories are published by Regional Bell Operating Companies ("RBOCs")RBOCs as well as by an estimated 200 independent
yellow pages publishers in the United States.

Yellow pages have traditionally provided an effective way for local
businesses to advertise and attract customers. As a result, yellow pages
advertising has become a large and lucrative industry in the United States,
growing, according to the Yellow Pages Publishers Association, (the "YPPA"),or the YPPA,
from $11.5 billion in revenues in 1997 to a projected $12.1 billion in 1998.
The yellow pages industry has begun to adapt to an electronic environment,
anticipating that users will increasingly access directory information through
the Internet. The YPPA estimates that by 2010, online yellow pages revenues
will surpass those of printed versions. According to a recent survey by the
NYPM/Kelsey Group of 80,000 Internet users, 89% of Internet users are aware of
Internet yellow pages directories and nearly 62% had visited a directory site
within the past month.

The Company licenses yellow pagesWe license what we believe to be the most comprehensive and white pages data for substantially allaccurate database
of the listed personsbusinesses and businesseshouseholds in the United States and Canada through a five-yearfive-
year agreement with infoUSA (formerly known

49
as American

39
Business Information, Inc.). infoUSA is a leading provider of
online yellow pages and white pages directory information. Pursuant to itsour
agreement with infoUSA, the Company payswe pay infoUSA an annual fee and will buildare building a co-brandedco-
branded version of itsour directory services for infoUSA's Web site. The Company and
infoUSAWe will share
revenuewith infoUSA any revenues generated by this co-branded Web site. The Company
receivesWe receive
access to infoUSA's business and household data, and infoUSA is required to
update its information monthly. The Company enhancesWe enhance this content with expanded yellow
pages information obtained under agreements with independent yellow pages
publishers which the Company estimates,that we estimate, based on 1997 revenue data providedpublished by these publishers,Simba
Information Inc., represent more than 50%approximately 30% of the independent yellow pages
market share in the United States. This expanded information includes not only
names, addresses and telephone numbers, but also types of business, hours of
operation and franchise affiliations.

The Company integrates itsWe integrate our yellow pages and white pages information with each other and
utilizesutilize yellow pages category headings in combination with a natural word
search feature to provide a user-friendly interface and navigation vehicle for
itsour directory services. The CompanyWe also typically includesinclude maps and directions for
addresses included in itsour directory services. The CompanyWe further enhancesenhance the relevance
and accuracy of responses to user queries by employing a radial search feature
to itsour directory services, which allows users to specify the geographic scope
within a radial distance of a specific address, rather than more conventional
methods of searching by ZIP code or city and county divisions. These features
enable the Companyus to create a powerful package of localized directory information.

Information Services

In addition to itsour directory services, the Company syndicateswe distribute other valuable
information of broad appeal. The Company seeksWe seek to provide a comprehensive offering of
content with everyday significance in order to become "The
Ultimate Guide" forhelp Internet users seeking to locate
people, places and things in the real world. Principal categories of content
currently offered by the
Companyus include:

YELLOW PAGES WHITE PAGES
by name and category, fax numbers,Yellow Pages White Pages
find businesses, companies online, phone numbers, email addresses,
fax numbers, toll-free numbers, maps and directions reverse lookup, celebrities
CLASSIFIEDS INVESTINGand directions
Classifieds Finance
autos, homes, apartments, jobs, real-time stock quotes, market
businesses, information, loan center, insurance
personals information, research
NET COMMUNITY CITY GUIDE
home pages, email, chat room, city-related links, concerts,
auction weather, schools
E-SHOPPING PUBLIC RECORDS
product search, product departments,center
e-Shopping Public Records
"Find Anyone!", background checks,
discount books, greeting cardsproduct search, shopping sites, social security numbers, adoption
books, cards, flowers reunions
NEWS BREAK FUN STUFFBusiness Services City Guide
city-related links, concerts,
supplies, travel, trade shows weather, schools
Net Community News Break
home pages, email, auction, chat, top stories, world, business,
daily horoscopes, minimart, lotterymessage boards, events technology, sports
results
INTERNATIONAL GOVERNMENTFun Stuff International
ski reports, movies, lottery country slide shows, directory
results, daily horoscopes services for Canada, the United
Kingdom, Germany and other countries
Government
federal, state and local listings,
services for Canada, Spain, the public officials
United Kingdom and other countries

The Company'sOur future success will depend in large part on itsour ability to aggregate,
integrate and syndicatedistribute content of broad appeal. The Company'sOur ability to maintain itsour
relationships with content providers and to build new

relationships with additional content providers is critical to the success of
the Company'sour business. See "Risk Factors--DependenceFactors--We Depend on Third-PartyThird Parties for Content." In
addition, the Company'sour business model is relatively new and unproven, and there can be no assurance that this business model willit may not be
successful. See "Risk Factors--EvolvingFactors--Our Business Model Is Evolving and Unproven Business Model.Unproven."

AFFILIATE NETWORK

InfoSpace.com provides itsAffiliate Network

We provide our content and commerce services to a network of existing and
emerging Internet portals, destinationWeb sites and
suppliers of PCs and other
Internet access devices,appliances, such as cellular phones, pagers, screen phones, television
set-top boxes, online kiosks and personal digital assistants. The
Company hasWe have
agreements with more than 100 affiliates covering more than 8001,500 Web sites.
Based on information receivedestimates from RelevantKnowledge, Inc.,Media Metrix for the Company estimates that itsmonth of January 1999, our
affiliate network (including AOL, for which the
Company has not yet launched its services) provides itus with an unduplicated reach of 42more than
47.3 million unique InternetWeb users, representing approximately 79%more than 83% of all InternetWeb users in
the United States.

Internet Portals and Destination Sites

The Company'sOur affiliates include leading Internet portals and a wide variety of
destination sites, such as the following:

INTERNET PORTALSInternet Portals

AFFILIATE LOCATION OR WEB SITE ADDRESSAffiliate Location or Web Site Address
America Online AOL service, aol.com and digitalcities.com
AT&T WorldNet att.net
go2net metacrawler.com
Lycos lycos.com
Microsoft Network essentials.msn.com
Netscape netscape.com
DESTINATION SITES

AFFILIATE WEB SITE ADDRESSSnap snap.com
Destination Sites

Affiliate Web Site Address
ABC News/Starwave abcnews.com and individual ABC network
affiliate Web sites (e.g., WABC's
7online.com, KOMO's komotv.com)
CBS cbs.com and individual CBS network affiliate
Web sites (e.g., WBBM's cbs2chicago.com,
KCBS's kcbs.cbsnow.com)
Paxson Communications affiliate television station Web sites (e.g.,
pax.net/WCPX)
Ask Jeeves askjeeves.com
Deja News dejanews.com
Disney OnLine family.com
Dow Jones wsj.com
EarthLink earthlink.com
FindLaw findlaw.com
Market Guide marketguide.com
Microsoft Expedia expedia.com
Morris Online savannah.com
OnRadio onradio.com
Playboy playboy.com
World Now worldnow.com
Xoom xoom.com

4151

The Company'sWe design our content and commerce services are designed to be highly flexible and
customizable, enabling affiliates to select from among the Company'sour broad range of
content and commerce services only those desired and to specify the placement of the selected
content within their own Web sites and devices. For example, one of the Company'sour
affiliates, local television station WABC's 7online.com, has selected the Company'sour
yellow pages directory information and classifieds information and offers this
content on its Web site. Lycos, another affiliate, uses the Company's white pages directory services, branded as "People Find,"
throughout its service and uses the Company'sour smart-shopping
feature service on the Lycos home page.

In response to user queries originating from an affiliated Web site or
device, the Company'sour automated publishing engine dynamically builds a page to conform to
the display format and look and feel and navigation features specific to that
affiliate. This feature helps itsour affiliates build and maintain their brands by
creating the impression to end users that they have not left the affiliate's
site. The Company managesWe manage the access of content and processesprocess user queries from itsour own Web
server until ultimate delivery of itsour services to an affiliate, serving as a
cost-effective single source supplier of content.

The Company'sOur agreements typically provide for sharing a portion of the revenues
generated by advertising on the Web pages that deliver the Company'sour content and commerce
services. Both the Companywe and the affiliate typically retain the rights to sell such
advertising. The Company'sOur distribution arrangements with itsour affiliates typically are
for limited durations of between six months and two years and are generally
terminable after six months. There can be no assurance that such arrangements
will be renewed upon expiration of their terms. The Company hasWe have also entered into
strategic alliances with AOL and Netscape (which announced in November 1998
that it would be acquired by AOL), two of the largest Internet portals measured
in terms of user traffic.

Netscape. Under itsour July 1998 agreementagreements with Netscape, each of which has a
one-year term with automatic renewal provisions, the Company iswe are the exclusive provider
of co-branded yellow pages and white pages directory services on the Netscape
home page (Netcenter). In addition, Netscape will include a link for these
services in the bookmark section of future versions of the U.S. English-
language version of Netscape Communicator client software. The CompanyWe paid trademark
licensing fees to Netscape in connection with these agreements and isare
obligated to make additional payments to Netscape based on the number of click
throughs to the Company'sour services. Netscape guarantees to the Companyus a certain minimum level of use
of the
Company'sour yellow pages and white pages directories.directory services.

AOL. The Company recentlyIn August 1998 we entered into agreements with AOL to provide white
pages directory services and classifieds information services to AOL. These
services have not yet been launched. Under the
terms of the agreement related to the Company'sour white pages directory services, the Company haswe have
agreed to place itsour white pages directory services on AOL's NetFind home page
and throughout various other parts of AOL's proprietary service, its Digital
City service and AOL.com. The white pages directory services are to be provided
to AOL for a three-year term, beginning on the date of first commercial launch
(anticipated to be December 1, 1998),November 19, 1998, which term may be
extended for an additional year and subsequently renewed for up to three
successive one-year terms at AOL's discretion. This agreement may be terminated
by AOL upon the acquisition by AOL of a competing white pages directory
services business or for any reason after 18 months, upon receiptpayment of a
termination fee, or at any time in the event of a change of control of the Company.us.
Under this agreement, the Companywe will pay to AOL a quarterly carriage fee and share
with AOL revenues generated by advertising on the Company'sour white pages directory
services delivered to AOL. Under the terms of the agreement related to the
Company'sour
classifieds information services, the Company haswe have agreed to provide classified
advertising contentdevelopment and management services to AOL for two years, with up
to three one-year extensions at AOL's discretion. AOL will pay to the Companyus a
quarterly fee and share with the Companyus revenues generated by payments by individuals
and commercial listing services for listings on the AOL classifieds service. In
connection with these agreements, AOL received a warrant to purchase Common Stockour common
stock and has certain rights of first negotiation in the event of a proposed
sale of the Company.us. See "Description of Capital Stock--Warrants" and "--Antitakeover
Effects of Certain Provisions of Restated
Certificate of Incorporation and Washington
and Delaware Law; Right of First Negotiation."

4252

Internet Access Devices

The Company isAppliances

We are working with a number of leadingcertain PC manufacturers that are incorporating Internet
access as part of the start-up menu of the PC. In addition, the Company believeswe believe that the
growing number of non-PC Internet access devicesappliances presents a significant potential
distribution channel for the
Company'sour content and commerce services. Numerous suppliers
of cellular telephones, pagers, screen telephones, television set-top boxes,
online kiosks and personal digital assistants are adapting familiar appliances
to provide user-friendly access to the Internet. The Company hasWe have entered into development
agreements with numerous providers of Internet access devices,appliances, including the
following:

SELECTED INTERNET ACCESS DEVICE AFFILIATESSelected Internet Appliance Affiliates

MEANS OF INTERNET ACCESS COMPANYMeans of Internet Access Company
------------------------ -------

PCs Acer America; Gateway 2000;The Pixel Company (for Packard
Bell NEC)

Cellular Phones AT&T Wireless; Unwired Planet

Pagers SkyTel; WolfeTech (for Motorola PageWriter)

Screen Telephones InfoGear; Mitel; Mitsui; Lucent

Television Set-Top Boxes American Interactive Media; @Home; @World;
Lucent;
On Command; Planetweb; Source Media

Online Kiosks King kiosk platform; Lexitech kiosk software
platform

Personal Digital Assistants AT&T Wireless; AvantGo; InfoGear; NovaTel; Unwired
Assistants Planet

The Company believesWe believe that users of Internet access devices,appliances, in particular, seek useful
information of everyday relevance and are more likely to access the Internet
for specific real-world information. Since providers of Internet access devicesappliances
generally do not generate their own content or have less content available to
them than Web sites, the Company believeswe believe there is an opportunity for itsour content and
commerce services to be an integral part of the information services bundled
with these access devices. The Company isappliances. We are working with these affiliates to identify,
acquire and integrate new information services that bring additional value to
their devices. The Company'sOur technology allows itus to readily adapt the delivery of itsour
services to the individual format and display features of itsour Internet
access deviceappliance affiliates.

Typically, the Company'sour agreements with Internet access deviceappliance affiliates have terms of
between one and three years and, in some cases, provide for the sharing of
revenues between the affiliate and the Companyus generated by advertising included with
the delivery of itsour content and commerce services. In other cases, the Company receiveswe receive
license fees on a per query or per device basis or through other arrangements
for use of itsour content and commerce services.

The Company's ability to generateOur affiliate arrangements involve a number of risks. See "Risk Factors--We
Rely on our Relationships with Affiliates."

Advertising and Promotions

We derive substantially all of our revenues from national advertising and
promotions depends on its ability to secure and maintain distribution for its
content services on acceptable commercial terms through a range of affiliates.
The Company's affiliate relationships are in an early stage of development,
and there can be no assurance that affiliates, especially major affiliates,
will not demand a greater portion of advertising revenues or require the
Company to pay carriage fees for access to their sites or devices. The loss of
any major affiliate or an adverse change in the Company's pricing model or
revenue-sharing arrangements could have a material adverse effect on the
Company's business, financial condition and results of operations. See "Risk
Factors--Reliance on Affiliate Relationships."

ADVERTISING AND PROMOTIONS

The Company derives substantially all of its revenues from national
advertising, with pricing based on CPMs, non-CPM-based promotions and local
Internet yellow pages advertising. The Company'sadvertising, promotions, including promotions for content and commerce, and, to
a lesser extent, non-advertising based private label solutions. Our clients
include a broad range of businesses that advertise on the Internet, including
certain of the
Company'sour content providers and affiliates.

National Advertising

Banner Advertisements. A banner advertisement is prominently displayed at the
top and, in some cases, at the bottom of each Web page generated for delivery
of the Company'sour content and commerce services. From each banner advertisement, users can
hyperlink directly to an advertiser's Web site, thus enabling the advertiser to
directly interact with an interested consumer. Mass market placements deliver
general rotation banner advertisements throughout the
Company'sour content and commerce
services. Targeted placements deliver banner

advertisements to specified audiences. For example, advertisers can reach
consumers in general by placing banner advertisements that rotate throughout
the Company'sour directory services, classifieds and electronic commerce services.
Alternatively, advertisers can narrow their target audience by category of
information or service requested by users or by geographic location. For
example, advertisers can target investors by advertising only on pages
containing the Company's real-
timeour real-time stock quotes or potential used car buyers by
advertising only on pages containing the Company'sour automobile classifieds.

Other National Advertising. The CompanyWe also sellssell CPM-based national advertising other
than banner advertisements. The most common of these advertisements are known
as "button advertisements" and "textlinks," but can also include customized
advertising solutions developed for specific advertisers. Button advertisements
are smaller than banner advertisements and can be placed anywhere on a Web
page. Textlinks appear on a Web page as highlighted text, usually containing
the advertiser's name. Multiple button advertisements and textlinks can appear
on the same Web page along with banner advertisements. Both button
advertisements and textlinks typically feature click-through hyperlinks to the
advertiser's own Web site.

The Company'sOur national advertising agreements generally have terms of less than six
months and guarantee a minimum number of impressions or click throughs. The Company chargesWe
charge fees for banner advertising based on the specificity of the target
audience, generally ranging from $10 to $20 CPM for general rotation across
undifferentiated users to $50 or greater CPM for targeted category or
geographic advertisements. The Company'sOur rates for button advertisements and textlinks
are lower than those for banner advertisements. Actual CPMs depend on a variety
of factors, including, without limitation, the degree of targeting, the
duration of the advertising contract and the number of impressions purchased,
and are often negotiated on a case-by-case basis. Because of these factors,
actual CPMs experienced by the Company may fluctuate. TheOur guarantee of minimum levels of impressions or
click throughs exposes the Companyus to potentially significant financial risks, including
the risk that the Companywe may fail to deliver required minimum levels of user
impressions or click throughs, in which case the Companywe typically continuescontinue to provide
advertising without compensation until such levels are met. See "Risk Factors--RelianceFactors--
We Rely on Advertising and Promotion Revenues."

Local Internet Yellow Pages Advertising

We believe that local Internet advertising represents an attractive and
largely unexploited market opportunity. Spending on Internet advertising by
local businesses is currently a very small percentage of their overall
advertising expenditures. We believe that our affiliate network provides an
attractive Internet platform for local advertisers to reach a broader audience
and extends the reach of their advertising beyond their geographic area, as
well as to achieve targeted advertising within their geographic area.

We generate an Internet yellow pages listing free of charge for all U.S.
local business listings provided by infoUSA. This listing includes name,
address and telephone number information, as well as maps and door-to-door
directions. Similar to traditional yellow pages industry practices, we generate
revenues by selling enhancements to this basic listing. Enhancement options
include boldface type, enlarged type size, multi-category listings, preferred
placement, email listings and Web site links, display advertisements and
category sponsorships.

Internet yellow pages advertising agreements provide for terms of one year,
with pricing comparable to print yellow pages advertising, typically paid in
monthly installments. Costs to the local advertisers generally range from $50
to $300 or greater per year, depending on the types of enhancements selected.
For convenience, these payments usually accompany the local advertiser's
monthly payment for its print advertising.

We have formed cooperative sales relationships with leading independent
yellow pages publishers, including TransWestern Publishing Company, Ltd. and
McLeodUSA Publishing Company, and media companies, including Guy Gannett
Communications and E.W. Scripps, which provide access to more than

1,300 salespeople and their local sales contacts. Further, we have started to
build relationships with direct marketing companies, whose mail and telephone
solicitations complement the sales forces of the independent yellow pages
publishers and media companies. Our agreements with these companies typically
have terms of one to five years and provide for revenue sharing, which varies
from relationship to relationship. In addition, we typically agree that the
yellow pages publisher will be our exclusive provider of Internet yellow pages
advertising within a particular geographic region. The local sales forces of
these companies are empowered to sell Internet yellow pages advertising on our
directory services, which are generally bundled with the traditional print
advertising they sell. As such, we believe our Internet yellow pages
advertising offers these sales forces attractive incremental revenue
opportunities from their existing client bases. These companies maintain, as
part of their existing print advertising infrastructure, the systems necessary
for generating online display advertisements, processing invoices and
collecting payments from advertisers. To assist in their efforts, we provide
the technology to streamline the transmission of data necessary to generate the
enhanced Internet yellow pages listings. This technology allows advertising
data files to be rapidly posted and integrated directly into our directory
services. We believe that these relationships provide local expertise and
access to local advertisers, as well as established advertising production
capabilities, that give us an advantage over competitors while minimizing our
investment in our own sales force and operations.

Our dependence on advertising and promotion revenues involves a number of
risks. See "Risk Factors--We Rely on Advertising and Promotion Revenues," "--We
Rely on Third Parties for Sales of Internet Yellow Pages Advertising," "--
Advertisers May Not Adopt the Internet as an Advertising Medium" and "--Our
Advertising Arrangements Involve Risks."

Promotions

In addition to itsour CPM-based national advertising, the Companywe also sellssell promotions,
which are integrated packages of advertising that bundle such features asas:

. button and textlink advertisements,advertisements;

. sponsorships of specific categories of content or content services and commerce
services; and

. electronic commerce features.

Promotions also include distribution and co-branding services that the Company
provideswe provide
to content providers, for which the Company receiveswe receive a carriage fee. These arrangements
are individually negotiated by the Company with each advertiser and have a range of specially-adaptedspecially
adapted features involving various compensation structures (such as guaranteed
fee payments), none of which are based on CPMs. One of the most common forms of
the Company'sour promotions are "sponsorships," which allow advertisers to sponsor a
44
specific category of content on the Company'sour content and commerce services. These
sponsorships consist of a button advertisement or textlink whichthat appears
prominently on the page each time that content category is queried by a user.
In some cases, the Company haswe have entered into exclusive sponsorship arrangements for
certain categories of content. Promotions may also include an electronic
commerce feature, in which a button advertisement offers the end user an
opportunity to make an immediate online purchase.

The Company'sOur promotions are specifically designed to allow advertisers to integrate
various forms of online advertising, such as button advertisements and
textlinks, content sponsorship and electronic commerce links and also include
innovative specially-designed advertising campaigns to fully exploit the reach
of the Company'sour content and commerce services. For example, the Company haswe have entered into an
agreement with BarnesandNoble.com, Inc. ("BarnesandNoble.com") under which BarnesandNoble.com is the
exclusive bookseller on a majority of the
Company'sour content and commerce services.
Pursuant to this agreement, a button advertisement appears on Web pages for
certain categories of content, which offers the end user the opportunity to
purchase a book related to that category. For example, a search for local
restaurants in New York City results in a BarnesandNoble.com button
advertisement that, when clicked, lists restaurant guides and cookbooks for New
York City restaurants.

55
Promotion arrangements vary in terms and duration, but generally have longer
terms than arrangements for the Company'sour CPM-based advertising. The fee arrangements are
individually negotiated with advertisers and are based on the range and the
extent of customization. These arrangements typically include minimum monthly
payments. To the extent thatIf the advertiser offers an electronic commerce opportunity in its
promotion, the Companywe may derive transaction revenues based on the level of
transactions made through its
promotion for the advertiser.promotion.

In addition, the Company workswe work with advertisers to develop customized advertising
solutions that may include both CPM-based national advertising and non-CPM-basednon-CPM-
based promotions. For example, the Company'sour campaign for 800-U.S. Search involves a
variety of targeted banner advertisements, button advertisements and textlinks,
as well as co-branding of 800-U.S. Search services with the Company'sour content and
commerce services, such as the "Find Anyone!" service. The Company'sOur advertising
agreement with 800-U.S. Search has a four-
yearfour-year term. Revenues generated from
800-U.S. Search accounted for approximately 12.3%20.6% of the Company'sour revenues for the six months ended June 30, 1998. See
"Risk Factors--We Rely on a Small Number of Advertising Customers."

As of June 30,December 31, 1998, the Companywe had agreements with overmore than 35 advertisers for
national advertising or promotions. The following is a representative list of
brands or companies for which advertisers purchased national advertising or
promotions on the Company'sour content and commerce services during the six months ended June
30, 1998:

800-U.S. Search IBMKnowX
Apartments for Rent iVillageLeisure Planet
AT&T Leisure PlanetLocate-Me
BarnesandNoble.com Locate-Me

BuyComp.com MasterCard International

Computel Securities Microsoft
CareerPath Multiple Zones
Dell Computers Owners Network

Delta Air Lines QSpace

eBay Stoneage

E-loan Information ServicesNetscape
E-Term Net-Temps
Hewlett-Packard NextCard
IBM ShopNow
InsWeb Women.com
Excite

Local Internet Yellow Pages Advertising

The Company believes that local Internet advertising represents an
attractiveiVillage

Under our non-advertising based private label solution arrangements,
affiliates pay us on a fixed fee, per-click or page view basis while typically
keeping any revenues generated by our content and largely unexploited market opportunity. Spending on Internet
advertising by local businesses is currently a very small percentage of their
overall advertising expenditures. The Company believes that its affiliate
network provides an attractive Internet platform for local advertisers to
reach a broader audiencecommerce solutions. These
arrangements vary in terms and extendduration, and the reach of their advertising beyond
their geographic area, as well as to achieve targeted advertising within their
geographic area.

The Company generates an Internet yellow pages listing free of charge for
all U.S. local business listings provided by infoUSA. This listing includes
name, address and telephone number information, as well as maps and door-to-
door directions. Similar to traditional yellow pages industry practices, the
Company generates revenues by selling enhancements to this basic listing.
Enhancement options include boldface type, enlarged type size, multi-category
listings, preferred placement, email listings and Web site links, display
advertisements and category sponsorships.

Internet yellow pages advertising agreements provide for terms of one year,
with pricing comparable to print yellow pages advertising, typically paid in
monthly installments. Costs to the local advertiser generally range from $50
to $300 or greater per year, depending on the types of enhancements selected.
For convenience, these payments usually accompany the local advertiser's
monthly payment for its print advertising.

The Company has formed cooperative sales relationships with leading
independent yellow pages publishers, including TransWestern Publishing
Company, Ltd. and McLeodUSA Publishing Company, and media companies, including
Guy Gannett Communications and E.W. Scripps, which provide access to over
1,500 sales people and their local sales contacts. Further, the Company has
started to build relationships with direct marketing companies, whose mail and
telephone solicitations complement the sales forces of the independent yellow
pages publishers and media companies. The Company's agreements with these
companies typically have terms of one to five years and provide for revenue
sharing, which varies from relationship to relationship. In addition, the
Company typically agrees that the yellow pages publisher will be the Company's
exclusive provider of Internet yellow pages advertising within a particular
geographic region. The local sales forces of these companiesfees are empowered to
sell Internet yellow pages advertising on the Company's directory services,
which are generally bundledindividually
negotiated with the traditional print advertising they sell.
As such, the Company believes its Internet yellow pages advertising offers
these sales forces attractive incremental revenue opportunities from their
existing client bases. These companies maintain, as part of their existing
print advertising infrastructure, the systems necessary for generating online
display advertisements, processing invoicesaffiliate.

Technology and collecting payments from
advertisers. To assist in their efforts, the Company provides the technology
to streamline the transmission of data necessary to generate the enhanced
Internet yellow pages listings. This technology allows advertising data files
to be rapidly posted and integrated directly into the Company's directory
services. The Company believes that these relationships provide local
expertise and access to local advertisers, as well as established advertising
production capabilities, that give it an advantage over competitors while
minimizing its investment in its own sales force and operations.

The Company currently derives substantially all of its revenues from the
sale of advertisements and promotions on the Web pages that deliver the
Company's content, and expects that advertising and promotion revenues will
continue to account for substantially all of its revenues in the foreseeable
future. The Company's dependence on advertising and promotion revenues
involves a number of risks. See "Risk Factors--Reliance on Advertising and
Promotion Revenues," "--Dependence on Sales by Third Parties," "--Uncertain
Adoption of the Internet as an Advertising Medium" and "--Risks Associated
With Short-Term National Advertising Contracts."

TECHNOLOGY AND INFRASTRUCTUREInfrastructure

One of the Company'sour principal strengths is itsour internally developed technology, which
has beenwe have designed specifically for the Company's Internet-
basedour Internet-based content and commerce
services. The Company'sOur technology architecture features specially adapted capabilities
to enhance performance, reliability and scalability, consisting of multiple
proprietary software modules that support the core functions of the Company'sour operations.
These modules include Web Server Technology, Database Technology and a Remote
Data Aggregation Engine.

Web Server Technology

The Company'sWe designed our Web Server Technology was designed to enable rapid development and
deployment of information over multiple platforms and formats. It incorporates
an automated publishing engine that dynamically builds a page to conform to the
look and feel and navigation features of each affiliate. As such, the Company'sour
technology enables itus to deliver content in a manner optimized to the unique
display formats of existing and emerging Internet access devices,appliances, such as cellular
phones, pagers, screen phones, television set-top boxes, online kiosks and
personal digital assistants.

The Company'sOur Web Server Technology includes other features that are
designed to optimize the
performance of the Company'sour content and commerce services, including:

(i). an HTML compressor that enables modifications of file content to reduce
size, thereby reducing download time for users;

(ii)56

. an "Adaptive Keep-Alive" feature that maximizes the time during which
client server connections are kept open, based on current server load,
thereby increasing user navigation and Web site traversal speed; and

(iii). a Proxy Server that provides the capability for real-time integration and
branding of content that resides remotely with third-party content
providers.

Database Technology

The Company hasWe have developed proprietary database technology to address the specific
requirements of the Company'sour business strategy and content and commerce services. The Company'sWe
designed our Co-operative Database Architecture is designed to function with a high degree
of efficiency within the unique operating parameters of the Internet, whereasas
opposed to commonly used database systems that were developed prior to the
widespread acceptance of the Internet. The architecture is tightly integrated
with the Company'sour Web Server Technology and incorporates the following features:

Heterogeneous Database Clustering. The Company'sOur Heterogeneous Database Clustering
allows disparate data sources to be combined and accessed through a single
uniform interface, regardless of data structure or content. These clusters
facilitate database bridging, which allows a single database query to produce a
single result set containing data extracted from multiple databases, a vital
component of the Company'sour ability to aggregate content from multiple sources. Database
clustering in this manner reduces dependence on single data sources,
facilitates easy data updates and reduces integration efforts. In addition, the Company'sour
pre-search and post-search processing capabilities enable users to modify
search parameters to be modified in real time before and after querying a database.

Dynamic Parallel Index Traversal. The Company'sOur Dynamic Parallel Index Traversal
mechanism utilizes the search parameters supplied by the user to determine the
appropriate database index (from among multiple indices) to efficiently locate
the data requested. Further, an index compression mechanism allows the Companyus to
achieve an efficient balance between disk space and compression/decompression
when storing or accessing data.

Automatic Query State Recovery. In a response to a database query,
conventional databases access previously displayed results in order to display
successive results to a given query, thus increasing response time by
performing redundant operations. The Company'sOur Automatic Query State Recovery mechanism
decreases response time by maintaining the state of a query to allow the prompt
access of successive results. This feature is particularly important, for
example, when an end-user query retrieves a large number of results.

47
Natural Language Interface. The Company incorporatesWe incorporate a natural word search interpreter,
which successfully utilizes familiar category and topic headings traditional to
print directory media to generate relevant and related results to information
queries. By incorporating a familiar navigation feature into itsour services, the Company believes it provideswe
believe we provide end users with a more intuitive mechanism to search for and
locate information.

Remote Data Aggregation Engine

The Company hasWe have developed itsour Remote Data Aggregation Engine to allow data from a
variety of sources on the Internet to be retrieved, parsed and presented as a
single virtual database result, either in real-time or at predetermined
intervals. The Company'sOur Template-Driven Profiling system catalogs the data on each
source site, which is later accessed by the
Company'sour Remote Data Aggregation Engine for
real-time retrieval. Data results can be internally cached to reduce network
traffic and deliver the fastest possible results to the end user.

The Remote Data Aggregation Engine has numerous applications, one of which is
collecting real-time information from multiple sources in a manner that
eliminates the need for a data provider to perform any local modifications.
This technology is currently being applied in the Company'sour price comparison service.
Various other potential uses of the technology have been identified, including
the collection and real-time updating of event data such as concert
information, performing arts schedules and sporting events, and the aggregation
of classified listings, such as employment listings from corporate Web sites.

57
Data Network Infrastructure

The Company maintainsWe maintain a carrier-class data network center designed to ensure high-level
performance and reliability of itsour content and commerce services. The Company
connectsWe connect
directly to the Internet from itsour facilities in Redmond, Washington through
redundant, dedicated DS-3 communication lines provided by multiple
telecommunication service providers. The Company'sOur hardware resides in a secure climate-controlledclimate-
controlled room, with local directors providing load balancing and failover. In
addition to the facilities located at the Companyour headquarters, the Company contractswe contract for co-locationco-
location facilities with Exodus Communications and Savvis Communications at two
locations in Seattle, Washington. As the Company expands itswe expand our operations, it expectswe expect to
locate server facilities at various strategic geographic locations.

Product Development

The Company believesWe believe that strong product development capabilities are essential to
developing the technology necessary to successfully implement itsour strategy of
expanding itsour affiliate network, acquiring value-added content to add to itsour
content and commerce services, expanding internationally and into other
services and maintaining the attractiveness and competitiveness of itsour content
and commerce services. The Company hasWe have invested significant time and resources in
creating itsour proprietary technology. Product development expenses were $109,671,
$212,677 and $149,176$110,000
for the period from March 1, 1996 (inception) to December 31, 1996, $213,000
for the year ended December 31, 1997 and $604,000 for the six monthsyear ended June 30, 1998, respectively.

The market for Internet products and services and the online commerce
industry are characterized by rapidlyDecember
31, 1998.

Rapidly changing technology, evolving industry standards, andevolving customer
demands and frequent new product and service introductions and enhancements. The Company's future success will depend in
significant part on its ability to improve the performance, content and
reliability of the Company's content services in response to both the evolving
demands of the market and competitive product offerings, and there can be no
assurance that the Company will be successful in such efforts.characterize our
market. See "Risk Factors--Rapid Technological Change."

INTERNATIONAL EXPANSION

The Company intendsChange Affects Our Business" for
a discussion of certain risks in this regard.

International Expansion

We intend to capitalize on what it perceiveswe perceive to be a significant opportunity
for itsour content and commerce services in international markets. The Company
expectsWe expect to
reduce the costs and risks of international expansion by entering into
strategic alliances with partners able to provide local directory information,
as well as local sales forces and contacts.

The Company hasWe entered into a joint venture with Thomson to form TDL InfoSpace to
replicate the Company'sour content and commerce services in Europe. TDL InfoSpace has
targeted the United Kingdom as its first market, and content services were
launched in the third quarter of 1998. Pursuant to the terms of the joint
venture agreement, both we and Thomson isentered into license agreements with TDL
InfoSpace for offsetting payments to each party of (Pounds)50,000. These
amounts were not intended to represent the largest providerfair market value of independent printthe license
agreements to an unrelated third party. Under the license agreement between
Thomson and TDL InfoSpace, Thomson licenses its U.K. directory information
in the United Kingdom, with a local
sales force of 450 employees.database to TDL InfoSpace. Under the joint venture agreement, Thomson will
provide its directory information to TDL InfoSpace and sellalso
sells Internet yellow pages advertising forof the joint venture through its local
sales forces. The
Company will contribute itsforce. Under our license agreement with TDL InfoSpace, we license our
technology and provide hosting services to TDL InfoSpace. In addition, under
our license agreement, TDL InfoSpace is obligated to reimburse us for any
incremental costs incurred by us for our efforts with respect to the hosting
services. In the event that TDL InfoSpace expands into other countries, it is
required to pay to us an additional technology license fee of up to $50,000 per
additional country. Our license agreement also provides that, in the event that
we no longer hold any ownership interest in the joint venture, TDL InfoSpace
and we will negotiate an arm's-length license fee for our technology, not to
exceed $1 million. Each of the Company and Thomsonparty purchased a 50% interest in TDL InfoSpace and is
required to provide reasonable working capital to TDL InfoSpace.

The Company expectsWe expect that TDL InfoSpace will expand its content and commerce services to
other European countries in 1999. Under the joint venture agreement, each of the Companyus
and Thomson is obligated to negotiate with TDL InfoSpace and the other party to
jointly offer content and commerce services in other European countries prior
to offering such services independently or with other parties. In addition, the Company iswe
are currently investigating additional international opportunities. The
expansion into international markets involves a number of risks. See "Risk
Factors--Risks Associated WithFactors--Our International Expansion.Expansion Plans Involve Risks."

INTELLECTUAL PROPERTY

The Company's58

Intellectual Property

Our success depends significantly upon itsour proprietary technology. The Company currently reliesTo protect
our proprietary rights, we rely on a combination of copyright and trademark
laws, patents, trade secrets, confidentiality proceduresagreements with employees and
third parties and protective contractual provisions to
protect its proprietary rights.provisions. All Companyof our employees have
executed confidentiality and non-usenonuse agreements which provide that any rights
they may have in copyrightable works or patentable technologies to the Company.us. In
addition, prior to entering into discussions with potential content providers
and affiliates regarding the Company'sour business and technologies, the Companywe generally requiresrequire
that such parties enter into a non-disclosurenondisclosure agreement. If these discussions
result in a license or other business relationship, the
Companywe also generally requiresrequire
that the agreement setting forth the parties' respective rights and obligations
include provisions for the protection of the
Company'sour intellectual property rights. For
example, the Company'sour standard affiliate agreement provides that the Company retainswe retain ownership of
all patents and copyrights in the Company'sour technology and requires itsour customers to
display the Company'sour copyright and trademark notices.

The Company hasWe have applied for registration of certain service marks and trademarks,
including "InfoSpace," "InfoSpace.com" and itsour logo in the United States and in
other countries, and will seek to register additional service marks and
trademarks, as appropriate. There can be no assurance that the
Company willWe may not be successful in obtaining the service
marks and trademarks that we have applied for. Approximately ten U.S. patent
applications have been filed relating to various aspects of our technology for
which it has applied. In addition,querying and developing databases, for developing and constructing web pages,
for electronic commerce for on-line directory services and for web scraping.
Additional patent applications are in preparation on other features of our
technology. We have instituted a formal patent is pendingprogram and anticipate increased
patent application activity in the United States
relating to the Company's electronic commerce technology and the Company is
filing patent applications relating to other aspects of its technology,
including the methods by which information is obtained and provided to end
users of its content services. There can be no assurance that any patentfuture. Patents with respect to the Company'sour
technology willmay not be granted, or thatand, if granted, such
patent will notpatents may be challenged or
invalidated. There also can be no assurance
that the Company will develop proprietary products or technologies that are
patentable, that anyIn addition, issued patent willpatents may not provide the Companyus with any
competitive advantages or will notand may be challenged by third parties, or that the
patents of others will not have a material adverse effect on the Company's
ability to conduct business.parties.

Despite the Company'sour efforts to protect itsour proprietary rights, unauthorized parties
may copy aspects of the Company'sour products or services or obtain and use information that
the Company regardswe regard as proprietary. The laws of some foreign countries do not protect
proprietary rights to as great an extent as do the laws of the United States,
and the
Company doeswe do not currently

49
have any patents or patent applications pending in any
foreign country. There
can be no assurance that the Company's means of protecting its proprietary
rights will be adequate or that the Company's competitors will notIn addition, others could possibly independently develop
similar technology or duplicate the Company's products
or design around patents issued to the Company or othersubstantially equivalent intellectual property. If we do not effectively
protect our intellectual property, rights of the Company. The failure of the Company to adequately protect its
proprietary rights or its competitors' successful duplication of its
technologyour business could have a material adverse effect on the Company's business,
financial condition and results of operations.

There has been frequent litigationsuffer.

Companies in the computer industry have frequently resorted to litigation
regarding intellectual property rights. The Company has in the past been subjectWe may have to claims regarding itslitigate to enforce our
intellectual property rights, to protect our trade secrets or to determine the
validity and scope of other parties' proprietary rights. While all such claimsFrom time to time, we
have been resolved, there can be no assurance that third parties will notreceived, and may receive in the future, claimnotice of claims of infringement
by the Company with respect to current or future
products, trademarks orof other parties' proprietary rights. Any such claims could be time-consuming,
result in costly litigation, diversion ofdivert management's attention, cause product or
service release delays, require the Companyus to redesign itsour products or services or
require the Companyus to enter into royalty or licensing agreements. These royalty or
licensing agreements, if required, may not be available on terms acceptable to the Company,terms or
at all, anyall. If a successful claim of infringement were made against us and we could
not develop non-infringing technology or license the infringed or similar
technology on a timely and cost-effective bases, our business could suffer. See
"Business--Legal Proceedings."

Competition

We operate in the Internet services market, which occurrences could have a material adverse effect upon the Company's
business, financial conditionis extremely competitive
and results of operations.

COMPETITION

The market for Internet products and services is highly competitive, with no
substantial barriers to entry, and the Company expects that competition will
continue to intensify. The market for the Company's content services has only
recently begun to develop, is rapidly evolvingchanging. Our current and is likely to be
characterized by an increasing number of market entrants with competing
products and services. Although the Company believesprospective competitors include many
large companies that the diversity of the
Internet market may provide opportunities for morehave substantially greater resources than one provider of
content services similar to those of the Company, it is possible that one or a
few suppliers may dominate one or more market sectors. The Company believeswe have. We
believe that the primary competitive factors in the market for Internet content
and commerce services are (i)are:

. the ability to provide content of broad appeal, which is likely to result
in increased user traffic and increase the brand name value of the Web
sites and Internet point-of-entryappliances to which the services are provided;

(ii). the ability to meet the specific content demands of a particular Web site
or Internet point-
of-entry; (iii)appliance;

. the cost-effectiveness and reliability of the content and commerce
services;

(iv). the ability to provide content that is attractive to advertisers;

(v). the ability to achieve comprehensive coverage of a particular category of
content; and

(vi). the ability to integrate related content to increase the utility of the
content and commerce services offered.

There can be no
assurance that the Company's competitors will not develop content services
that are superior to those of the CompanyWe compete, directly or achieve greater market acceptance
than the Company's services. Any failure of the Company to provide services
that achieve successindirectly, in the short term could result in an insurmountable loss
in market share and brand acceptance and could, therefore, have a material
adverse effect upon the Company's business, financial condition and results of
operations.

. our directory services compete with other Internet yellow pages and
white pages directory services, including AnyWho?, a (a division of AT&T,&T), GTE
SuperPages, Switchboard, ZIP2 (which recently announced its acquisition
by Compaq), various RBOCs' directory services, offered by the RBOCs,
including Big Yellow by Bell Atlantic/NYNEX, infoUSA's Lookup USA,
Microsoft Sidewalk and Yahoo! Yellow Pages and White Pages. In addition, specificPages;

. other services provided by the Companywe provide, such as classifieds, horoscopes and real-time
stock quotes, compete with specialized content providers.
TDL InfoSpace's directory servicesproviders;

. our U.K. joint venture will compete with British Telecom's YELL service
and Scoot (UK) LimitedLimited; and

. our commerce services will compete with Inktomi, Amazon.com's Junglee and
Excite's Jango.

We expect that in the United Kingdom and, as the Company
expands internationally into other markets, it expects to facefuture we will experience competition from other
established providers of directory services. In the future, the
Company may encounter competition from providers of Web browser software,
including NetscapeInternet services companies and Microsoft, online services and other providers of Internet services that elect to syndicate their own product and services
offerings, such as

50
software, including
Microsoft, Netscape, Yahoo!, AOL, Yahoo!, Excite, Infoseek, Lycos, HotBot,go2net's MetaCrawler
Snap! and Snap. We may also face increased competition from traditional media
companies expanding onto the Internet, such as Time/Warner,
ABC, CBS, NBC, Dow Jones, Disney and Fox.

A numberInternet.

Many of the Company'sour current advertising customers have established relationships with certain of
the Company's competitors and future advertising
customers may establish similar relationships. In addition, the Company
competes with online services and other Web site operators as well as
traditional offline media such as print (including print yellow pages
directories) and television for a share of advertisers' total advertising
budgets. Competition amongour current and potential future suppliers of Internetcompetitors. If our competitors develop
content and commerce services as well as competition with other media for advertising placements,
could result in significant price competition and reductions in advertising
revenues. Manythat are superior to ours or that achieve greater
market acceptance than ours, our business will suffer. See "Risk Factors--Our
Business Is Highly Competitive."

Governmental Regulation

Because of the Company's current competitors, as well as a number of
potential new competitors, have significantly greater financial, technical,
marketing, sales and other resources than the Company. There can be no
assurance that the Company will be able to compete successfully against its
current and future competitors. The Company's failure to compete with its
competitors' product and service offerings or for advertising revenues would
have a material adverse effect on the Company's business, financial condition
and results of operations.

GOVERNMENTAL REGULATION

The Company is not currently subject to direct regulation by any domestic or
foreign governmental agency, other than regulations applicable to businesses
generally, and laws or regulations directly applicable to access to online
commerce. However, due to the increasing popularity and use of the Internet, and other online services, it is possible that a number ofthe government may adopt laws
and regulations may be adopted with respectrelating to the Internet, or other online
services coveringaddressing issues such as user
privacy, pricing, content, taxation, copyrights, distribution and characteristicsproduct and
quality of products and services. The
Companyservices quality.

We may be subject to Sections 5 and 12provisions of the FTCFederal Trade Commission Act whichthat
regulate advertising in all media, including the Internet, and require
advertisers to have substantiation forsubstantiate advertising claims before disseminating
advertisements.advertising. The FTC Act prohibitsFederal Trade Commission has the dissemination of false, deceptive,
misleading and unfair advertising, and grants the FTC enforcement powerspower to impose and seek civil and criminal penalties, consumer redress, injunctive
relief and other remedies upon persons who disseminate prohibited
advertisements. The Company could be subject to liability under the FTC Act if
it were found to have participated in creating and/or disseminating a
prohibited advertisement with knowledge, or reason to know that the
advertising was false or deceptive. The FTCenforce this Act. It
has recently brought several actions charging deceptive advertising via the
Internet and is actively seeking new cases involving advertising via the
Internet.

The CompanyWe may also be subject to the provisions of the recently enacted
the CDA, which, among other things,Communications Decency Act. This Act imposes substantial monetary fines and/or
criminal penalties on anyone who distributes or displays certain prohibited
material over the Internet or knowingly permits a telecommunications device
under its control to be used for such purpose.Internet. Although the manner in which
the CDA will be interpreted and enforced and its effectrecent court decisions have cast doubt on
the Company's
operations cannot yet be fully determined, the CDAconstitutionality of this Act, it could subject the Companyus to substantial
liability.

The CDA could also limit the growth of the Internet
generally and decrease the acceptance of the Internet as an advertising
medium.

Other federal, state, localThese or foreignany other laws or regulations and policies,
either now existing or that may be adoptedenacted in the future
could have several adverse effects on our business. These effects include:

. we may applybe subject to the
business of the Companysubstantial liability, including fines and may subjectcriminal
penalties;

. we could be prevented from offering certain products or services; and

. the Company to significant liability,
significantly limit growth in Internet usage prevent the Company from
offering certain Internet products or services, or otherwise havecould be substantially limited.

Government regulation may present a material
adverse effect on the Company's business, financial condition and results of
operations. These laws, regulations and policies may applyrisk to matters such as,
but not limitedour business. See "Risk Factors--We
May Become Subject to copyright, trademark, unfair competition, antitrust,
property ownership, negligence, defamation, indecency, obscenity, personal
privacy, trade secrecy, encryption, taxation and patents.

51Government Regulation."

regulations from jurisdictions whose laws do not currently apply to the
Company's business, or the application of existing laws and regulations to the
Internet and other online services could have a material adverse effect on the
Company's business, financial condition and results of operations.

EMPLOYEESEmployees

As of July 31, 1998, the CompanyFebruary 28, 1999, we had 3676 employees. None of the Company'sour employees is
represented by a labor union, and the Company considers itswe consider our employee relations to be
good. Competition for qualified personnel in the
Company'sour industry is intense,
particularly among software development and other technical staff. The Company believesWe believe
that itsour future success will depend in part on itsour continued ability to
attract, hire and retain qualified personnel. See "Risk Factors--Management of Growth; New Management Team;
Limited Senior Management Resources"Factors--We Need to
Manage Our Growth and "--DependenceImplement Procedures and Controls" and "--We Depend on
Key Personnel;Personnel" and "--We Need forto Hire Additional Personnel."

FACILITIES

The Company'sFacilities

Our principal administrative, engineering, marketing and sales facilities
total approximately 14,850 square feet and are located in Redmond, Washington under aWashington.
Under the current lease, thatwhich commenced on July 13, 1998, and expires on
August 31, 2003. The Company2003, we pay a monthly base rent of $17,670 during the first three
years of the lease and $19,678 during the final two years of the lease. We have
both the right to extend the term of this lease for an additional 60 months and
the right of first opportunity on adjacent expansion space. We expect that we
will need to seek additional space in the near future. We also maintainsmaintain a sales
office housed in an approximately 635-square-foot2,271-square-foot space in Sausalito,San Francisco,
California under a lease that expires on February 14, 1999. The
Company doesNovember 30, 2001 with a monthly base
rent of $5,299. Under the lease at our former location in Redmond, we paid an
aggregate rent of $28,840 for the first seven months of 1998 and an aggregate
rent of $49,440 during 1997. We do not own any real estate.

Substantially all of the Company'sour computer and communications hardware is located at
the Company'sour facilities in Redmond, Washington and the Companywe also leaseslease redundant network
facilities at two locations in Seattle, Washington under agreements that expire
in June 1999 and July 2001. The
Company intendsWe intend to install additional hardware and high-speedhigh-
speed Internet connections at a location outside the West Coast andas well as in
the United Kingdom to support the Company'sour joint venture, TDL InfoSpace.

The Company'sOur systems and operations at these locations are vulnerable to damage or
interruption from fire, flood, power loss, telecommunications failure, break-ins,break-
ins, earthquake and similar events. While the Company maintains redundant systems, it does not
maintain a formal disaster recovery plan and does not carry sufficient
business interruption insurance to compensate it for losses that may occur.
Despite the implementation of network security measures by the Company, its
servers are vulnerable to computer viruses, physical or electronic break-ins
and similar disruptions, which could lead to interruptions, delays, loss of
data or the inability to accept and fulfill customer queries of the Company's
database, although the proprietary, customized nature of its software helps to
reduce the risks posed by computer viruses and electronic break-ins. The
occurrence of any of the foregoing risks could have a material adverse effectSee "Risk Factors--Our Business Relies on
the Company's business, financial condition and resultsPerformance of operations. See
"Risk Factors--Risk of System Failures, Delays and Inadequacies.Our Systems."

LEGAL PROCEEDINGSLegal Proceedings

From time to time the Company haswe have been, and expectsexpect to continue to be, subject to
legal proceedings and claims in the ordinary course of itsour business, including
claims of alleged infringement of third-party trademarks and other intellectual
property rights by the Company. Suchus. These claims, even if not meritorious, could require the
expenditure of significant financial and managerial resources.

On April 15,16, 1998, aone of our former employee of the Companyemployees filed a complaint in the
Superior Court for Santa Clara County, California alleging, among other things,
that he hashad the right in connection with his employment to purchase shares of
Common Stockour common stock representing up to 5% of theour equity of the Company as of an unspecified date.
In addition,We settled this lawsuit in February 1999. Under the settlement, we made a cash
payment of $4.5 million.

On December 7, 1998, a complaint was filed against us on behalf of an alleged
former employee is alsoin Superior Court for Suffolk County in the Commonwealth of
Massachusetts alleging that he was terminated without cause and that he entered
into an agreement with us that entitles him to an option to purchase 2,000,000
shares of our common stock or 10% of our equity. The complaint alleges breach
of contract, breach of the covenant of good faith, breach of fiduciary duty,
misrepresentation, promissory estoppel, intentional interference with
contractual relations and unfair and deceptive acts and practices, seeking
compensatoryspecific performance of the alleged agreement for 10% of our equity, damages
plus interest,equal to the value of 10% of our equity, punitive damages emotional distressand attorneys' fees
and costs and treble damages and injunctive relief preventing any capital reorganization or sale
that would causeunder the plaintiffMassachusetts

Consumer Protection Act (Mass. G.L. Chapter 93A). (We believe the alleged
former employee's claims do not to be a 5% ownerreflect the one-for-two reverse stock split of
the equity of the
Company. The Company removedour common stock consummated in August 1998.) On January 7, 1999, the suit was
removed to the FederalUnited States District Court for the District of Northern CaliforniaMassachusetts.
We are currently investigating the claims and a motion to transfer the litigation to the
Western District of Washington is pending. The Company has answered the
complaint and denied the claims. Nevertheless, while the Company believes itsbelieve we have meritorious
defenses to the former employee's claims are meritorious,

52
such claims. Nevertheless, litigation is inherently uncertain and
there can be no assurance that the
Company willwe may not prevail in thethis suit. As of June 30, 1998, the Company has accrued
a liability of $240,000 for estimated settlement and defense costs. To the extent the Company isthat we are required to issue
shares of Common Stockour common stock or options to purchase Common Stockcommon stock as a result of
the suit, the Companywe would recognize an expense equal to the number of shares issued
multiplied by the fair value of the Common Stockour common stock on the date of issuance, less
the exercise price of any options required to be issued, to the extent that this amount exceeds the
expense already accrued at June 30, 1998.issued. This could have a material adverse
effect on the Company'sharm our
results of operations, and any such issuanceissuances would be dilutive to existing
stockholders. The exercise pricestockholders, the impact of any shares which the
Company may be mitigated to the extent it is offset
by shares of common stock in the escrow account described below in this
section. See Note 6 of our Notes to Consolidated Financial Statements.

On December 23, 1998, we initiated litigation against Internet Yellow Pages,
Inc., or IYP, by filing suit in United States District Court for the Western
District of Washington. On February 3, 1999, we served a first amended
complaint on IYP and Greg Crane, an agent of IYP, in which we asserted claims
for (a) account stated, (b) breach of contract, and (c) fraud. Neither IYP nor
Crane have answered our complaint. On February 11, 1999, however, we were
served with a complaint filed by IYP in Arizona Superior Court for Maricopa
County, which complaint was filed on February 3, 1999. In its complaint, IYP
asserts causes of action for breach of contract, fraud, extortion, and
racketeering under Arizona Revised Statutes, Section 13-2301(D)(l) and (t), and
seeks relief consisting of $1,500,000 and other unquantified money damages,
punitive damages, treble damages under Arizona Revised Statutes, Sec. 13-
2314.04, and attorney's fees. We are currently investigating the claims and
believe we have meritorious defenses to such claims. Nevertheless, litigation
is uncertain and we may not prevail in this suit.

On February 24, 1999, we received a letter from counsel for a former content
provider claiming that it is entitled to an option to acquire up to 5% of
InfoSpace.com. We have reviewed the claim and believe that it is entirely
without merit. We responded to the counsel accordingly in a letter dated March
4, 1999 and intend to vigorously defend any suit if filed. To the extent that
we are required to issue shares of our common stock or options to purchase
common stock as a result of the suitclaim, we would recognize an expense equal to
the number of shares issued multiplied by the fair value of our common stock on
the date of issuance, less the exercise price of any options required to be
issued. This could harm our results of operations, and any such issuances would
be dilutive to existing stockholders, the impact of which may be mitigated to
the extent it is unknown, but could
be as low as $0.01 per share.offset by shares of common stock in the escrow account
described below in this section. See Note 56 of the Company'sour Notes to Consolidated
Financial Statements.

53On January 26, 1999, Civix-DDI, LLC filed a complaint in the U.S. District
Court in Colorado against us and 19 other defendants for infringement of two
patents relating to electronic mapping systems. Attorneys for Civix have
proposed a settlement of the litigation by which the patents would be licensed
to us in exchange for a single unspecified lump sum royalty payment. We have
not yet been able to formulate a position on the complaint or on the proposed
settlement.

We had discussions with a number of individuals in the past regarding
employment by us and also hired and subsequently terminated a number of
individuals as employees or consultants. Furthermore, primarily during our
early stage of development, our procedures with respect to the manner of
granting options to new employees were not clearly documented. As a result of
these factors, and in light of the receipt of the above claims, we have in the
past received, and may in the future receive, similar claims from one or more
individuals asserting rights to acquire shares of our stock or to receive cash
compensation. We cannot predict whether such future claims will be made or the
ultimate resolution of any currently outstanding or future claim. Naveen Jain,
our Chief Executive Officer, has placed into escrow 1,000,000 shares of our
stock beneficially owned by him to indemnify us and our directors for a period
of five years for certain liabilities relating to events prior to September 30,
1998. The indemnification agreement, however, does not provide for
indemnification for certain matters known by the Board prior to September 30,
1998 or losses less than $100,000. Satisfaction of liabilities through the
issuance of escrowed shares could result in the recognition of future expenses,
which could harm our results of operations.

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORSExecutive Officers and Directors

The following table sets forth certain information as of August 15, 1998March 1, 1999 with
respect to theour executive officers and directors of the Company:directors:

NAME AGE POSITIONName Age Position
- ---- --- --------

Naveen Jain............. 38 President,39 Chief Executive Officer and Chairman of the Board
Bernee D. L. Strom...... 51 President, Chief Operating Officer and Director
Ellen B. Alben.......... 3536 Vice President, Legal and Business Affairs and Secretary
Douglas A. Bevis........ 53 Vice President and Chief Financial Officer
John E. Richards........ 36Tammy D. Halstead....... 35 Vice President Yellow Pages Group
John K. Arnold.......... 34 Vice President, e-Commerce Group and DirectorChief Accounting Officer
John E. Cunningham, IV 4041
(1).................... Director
Peter L. S. Currie (2).. 4142 Director
Gary C. List (1)(2)..... 4647 Director
Rufus W. Lumry, III..... 52 Director
Carl Stork.............. 38 Director

- -----------------------------
(1) Member of Compensation Committee
(2) Member of Audit Committee

Naveen Jain founded the CompanyInfoSpace.com in March 1996. Mr. Jain has served as the
Company's President andour
Chief Executive Officer since its inception, as its President since its
inception to November 1998 and as its sole director from its inception to June
1998, when he was appointed Chairman of the Board upon the Board's expansion to
five directors. From June 1989 to March 1996, Mr. Jain held various positions
at Microsoft Corporation, including Group Manager for MSN, Microsoft's online
service. From 1987 to 1989, Mr. Jain served as Software Development Manager for
Tandon Computer Corporation, a PC manufacturing company. From 1985 to 1987, Mr.
Jain served as Software Manager for UniLogic, Inc., a PC manufacturing company
and from 1982 to 1985, he served as Product Manager and Software Engineer at
Unisys Corporation/Convergent Technologies, a computer manufacturing company.
Mr. Jain holds a B.S. from the University of Roorkee and an M.B.A. from St.
Xavier's School of Management.

Bernee D. L. Strom joined InfoSpace.com in November 1998 as President and
Chief Operating Officer and became a director in December 1998. Since 1990, Ms.
Strom served as President and Chief Executive Officer of the Strom Group, a
venture investment and business advisory firm specializing in high technology.
From April 1995 through June 1997, Ms. Strom served as President and Chief
Executive Officer of USA Digital Radio, LP, a partnership of Westinghouse
Electric Corporation and Gannett Co., Inc. that develops technology for AM and
FM digital radio broadcasting. From 1990 through 1994, she was President and
Chief Executive Officer of MBS Technologies, Inc., a software company. Ms.
Strom was a founder of Gemstar Development Corporation, which developed the
VCRPlus+(R) Instant Programmer, and served as its Vice President from its
founding in 1989 to 1993. Ms. Strom serves as a member of the Board of
Directors of the Polaroid Corporation, Krug International Corporation,
MilleCom, an Internet-based communications company, Walker Digital, an
intellectual property studio, and Quantum Development, a software and services
company. She is a trustee of the National Public Radio Foundation and a member
of CIGNA's Telecommunications Board of Advisors. She also serves as a member of
the Board of Advisors of the J. L. Kellogg Graduate School of Management at
Northwestern University. Ms. Strom holds a B.S., M.A. and Ph.D. from New York
University and an M.B.A. from the Anderson Graduate School of Management at
UCLA.

Ellen B. Alben joined the CompanyInfoSpace.com in May 1998 as Vice President, Legal and
Business Affairs and Secretary. From April 1997 to May 1998, she was a senior
attorney with Perkins Coie LLP. From September 1996 to April 1997, Ms. Alben
served as a consultant to Paragon Trade Brands, Inc. ("Paragon Trade Brands"), a private-label diaper
manufacturer, and as special securities counsel to companies raising private
financing. From September 1995 through June 1996, she served as Vice President,
General Counsel and Secretary of

Paragon Trade Brands. Paragon Trade Brands filed for bankruptcy protection
under Chapter 11 of the Bankruptcy Code in January 1997. From July 1994 to
September 1995, she served as Senior Associate Counsel of The Hillhaven
Corporation, ("Hillhaven"),
a nursing home provider, and from June 1993 to July 1994 she
served as Associate Counsel of Hillhaven. Prior to joining Hillhaven, Ms. Alben
practiced law with private law firms in Los Angeles for seven years, specializing in corporate
securities, finance, and mergers and acquisitions. She holds a B.A. from Duke
University and a J.D. from Stanford Law School.

Douglas A. Bevis joined the CompanyInfoSpace.com in August 1998 as Vice President and
Chief Financial Officer. From September 1996 until July 1998, he served as Vice
President and Chief Financial Officer of Apex PC Solutions, Inc.
("Apex"), a
manufacturer of stand-alone switching systems and integrated server cabinet
solutions for the client/server computing market, and served as Secretary of
Apex from December 1996 to March 1998. From September 1990 to February 1996,
Mr. Bevis was employed at CH2M HILL, Inc., a national environmental engineering
consulting firm, where he served as Vice President and Treasurer from September
1990 to April 1993 and as Senior Vice President and Chief Financial Officer
from April 1993 to February 1996. Mr. Bevis holds a B.A. from Beloit College, a
Master of Architecture degree from the University of Minnesota and an M.B.A.
from the Harvard Graduate School of Business School.

John E. RichardsAdministration.

Tammy D. Halstead joined the CompanyInfoSpace.com in JanuaryJuly 1998 as Corporate Controller.
In December 1998, she was appointed Vice President Yellow Pages Group.and Chief Accounting
Officer. From September 1995March 1997 to May 1997, Mr. Richards served as
PresidentJune 1998, she worked at the Seattle office of
Yellow Pages on the Internet, LLC,USWeb Corporation, an Internet yellow pages sales
consortium business that was acquired by the Company in May 1997. From May
1985 to January 1998, Mr. Richards held various positions with NTD Publishing,
Inc. d/b/a Banana Pages ("NTD"), an independent print yellow pages publishing
company, serving as NTD's President from May 1993 to January 1998. He served
on the Board of Directors of the worldwide Association of Directory Publishers
from April 1995 to January 1998 and as Chairman of its New Technology
Committee from April 1996 to January 1998. Mr. Richards holds a B.A. from
Brigham Young University.

John K. Arnold has served as Vice President, e-Commerce Group and a director
of the Company since June 1998, having joined the Company when it acquired
Outpost Network, Inc., an Internet-based merchant and e-commerce technology
company for which Mr. Arnold served as President from July 1995 to June 1998.
From August 1993 to July 1995, Mr. Arnoldprofessional services firm, where she served as
Director of Information
Technology for Western WirelessFinance and Administration and later as Vice President, Finance and
Administration. From April 1996 to March 1997, she was the Director of Finance
and Administration at Cosmix, Inc., which was acquired by USWeb Corporation an independent providerin
March 1997. From December 1993 to February 1996, she served as Controller of
wireless communications services. From 1984ConnectSoft, Inc., a software development company. Prior to 1993, he held management,
networking and technical positionsjoining
ConnectSoft, Inc., she spent eight years in the MISprivate industry with a division of
Nordstrom, Inc.Gearbulk Ltd., an international shipping company, and in public accounting with
Ernst & Whinney (now Ernst & Young LLP). She holds a national specialty apparel retailer. Mr. Arnold holds an Associate of Arts
degreeB.A. in Business
Administration from Seattle Central Community CollegeIdaho State University and studied at the University of
Washington from 1985 through 1986.is a licensed CPA.

John E. Cunningham, IV has served as a director of the CompanyInfoSpace.com since July
1998. Since April 1995 he has served as President of Kellett Investment
Corporation, an investment fund for later-stage, high-growth private companies.
He is on the Board of Directors of Petra Capital, LLC. Mr. Cunningham is on the Board of Directors ofand Real Time Data, ("Real Time
Data"), a
consolidator of the vending services industry utilizing proprietary wireless
information systems. During 1997, Mr. Cunningham was interim Chief Executive
Officer of Real Time Data. From December 1994 to August 1996, he was President
of Pulson Communications, Inc. From February 1991 to November 1994, he served
as Chairman and Chief Executive Officer of RealCom Office Communications, a
privately held telecommunications company that merged with MFS Communications
Company, Inc., and was subsequently acquired by WorldCom, Inc. Mr. Cunningham
holds a B.A. from Santa Clara University and an M.B.A. from the University of
Virginia.

Peter L. S. Currie has served as a director of the CompanyInfoSpace.com since July 1998.
Mr. Currie is Executive Vice President and Chief Administrative Officer of
Netscape Communications Corporation, where he has held various management
positions since April 1995. From April 1989 to April 1995, Mr. Currie held
various management positions at McCaw Cellular Communications, Inc. ("McCaw
Cellular"), including
Executive Vice President and Chief Financial Officer and Executive Vice
President of Corporate Development. Before joining McCaw Cellular, he was a
Principal at Morgan Stanley & Co. Incorporated. Mr. Currie holds a B.A. from
Williams College and an M.B.A. from Stanford University.

Gary C. List has served as a director of the CompanyInfoSpace.com since July 1998. Since
June 1997, Mr. List has served as Chief Executive of TDL Group Limited and
Chief Executive Officer and Chairman of its primary subsidiary, Thomson
Directories Limited, a print directory publishing company. From October 1987 to
June 1997, Mr. List held various executive positions with US West, Inc.
("US West"),
including President of US West International Information Services and Vice
President and Chief Financial Officer of US West Marketing Resources Group.

BOARD OF DIRECTORS

The Company's64

Rufus W. Lumry, III has served as a director of InfoSpace.com since December
1998. Since 1992, Mr. Lumry has served as President of Acorn Ventures, Inc., a
venture capital firm he founded. Prior to founding Acorn Ventures, Mr. Lumry
served as a director and Chief Financial Officer of McCaw Cellular
Communications. Mr. Lumry was one of the founders of McCaw in 1982, and retired
from McCaw in 1990 as Executive Vice President and Chief Financial Officer. Mr.
Lumry holds an A.B. from Harvard University and an M.B.A. from the Harvard
Graduate School of Business Administration.

Carl Stork has served as a director of InfoSpace.com since September 1998.
Since April 1998, Mr. Stork has been General Manager, Hardware Strategy and
Business Development, at Microsoft Corporation. Mr. Stork has held various
other management positions at Microsoft since 1981. Mr. Stork holds a B.S. from
Harvard University and an M.B.A. from the University of Washington.

Board of Directors

Our Restated Certificate of Incorporation and Restated Bylaws provide that
the Board of Directors shall be composed of not less than five or more than
nine directors, with the specific number to be set by resolution of the Board.
The CompanyWe currently has five directors, but intends to recruit
and add another nonemployee director to the Board after completion of this
offering.have seven directors.

At the first election of directors following this offering, the Board of
Directors will be divided into three classes, with each class to be as equal in
number as possible. Each Class 1 director will be elected to serve until the
next ensuing annual meeting of stockholders, each Class 2 director will be
elected to serve until the second ensuing annual meeting of stockholders and
each Class 3 director will be elected to serve until the 55
third ensuing annual
meeting of stockholders. Thereafter, each newly elected director will serve for
a term ending at the third annual meeting of stockholders following such
election. The Board of Directors intends to nominate Messrs. Cunningham and
List as Class 1 directors, Messrs. Lumry and Stork and Ms. Strom as Class 2
directors and Messrs. Jain and Currie as Class 3 directors. All directors hold
office until the annual meeting of stockholders at which their terms expire and
their successors are elected and qualified. Directors may be removed by
stockholders only for cause.

Mr. Arnold was appointed toCommittees of the Board of Directors pursuant to a voting
agreement by and among certain principal stockholders of the Company in effect
immediately prior to this offering. Such voting agreement will terminate upon
completion of this offering.

COMMITTEES OF THE BOARD OF DIRECTORS

The Compensation Committee consists of Messrs. List and Cunningham. The
Compensation Committee reviews and approves the compensation and benefits for
the Company'sour executive officers, administers the Company's 1996our Stock Incentive Plan and makes
recommendations to the Board of Directors regarding such matters.

The Audit Committee consists of Messrs. Currie and List. Among other
functions, the Audit Committee makes recommendations to the Board of Directors
regarding the selection of independent auditors, reviews the results and scope
of the audit and other services provided by the Company'sour independent auditors, reviews
the Company'sour balance sheet, statement of operations and cash flows and reviews and
evaluates the Company'sour internal control functions.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee currently consists of Messrs. ListInterlocks and Cunningham.Insider Participation

No member of the Board of Directors or of the Compensation Committee serves
as a member of the board of directors or compensation committee of any entity
that has one or more executive officers serving as a member of the Company'sour Board of
Directors or Compensation Committee.

DIRECTOR COMPENSATION

Directors of the Company are paidDirector Compensation

We pay directors $750 for each Board of Directors meeting attended in person,
$500 for each Board of Directors meeting attended by telephone and $500 for
each committee meeting attended. The CompanyWe also reimbursesreimburse directors for travel
expenses incurred to attend meetings of the Board of Directors or committee
meetings. Directors of the Company are eligible to participate in the 1996Stock Incentive Plan and
the ESPP.Purchase Plan. See "--Benefit Plans--
StockPlans--Stock Option Program for Nonemployee
Directors."

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Company's65

Limitation of Liability and Indemnification Matters

Our Restated Certificate of Incorporation limits the liability of directors
to the full extent permitted by Delaware law. Delaware law provides that a
corporation's certificate of incorporation may contain a provision eliminating
or limiting the personal liability of directors for monetary damages for breach
of their fiduciary duties as directors, except for liability (i)liability:

. for any breach of their duty of loyalty to the corporation or its
stockholders, (ii)stockholders;

. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii)law;

. for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law (the "DGCL"),Law; or

(iv). for any transaction from which the director derived an improper personal
benefit.

The Company'sOur Restated Bylaws provide that the Companywe shall indemnify itsour directors and
officers and may indemnify its employees and agents to the full extent
permitted by law. The Company believesWe believe that indemnification under itsour Restated Bylaws
covers at least negligence and gross negligence on the part of indemnified
parties. The Company hasWe have entered into agreements to indemnify itsour directors and
executive officers. These agreements, among other things, indemnify the
Company'sour
directors and officers for certain expenses

56
(including attorneys' fees),
judgments, fines and settlement amounts incurred by such personsthem in any action or
proceeding including any action by or in the
right of the Company, arising out of such person'stheir services as a director or officer of the Company, any subsidiary of the Company or any other company or
enterprise to which the person provides services at the request of the
Company. The Company believesofficer. We believe
that these agreements are necessary to attract and retain qualified directors
and officers.

EXECUTIVE COMPENSATIONOn December 11, 1998, InfoSpace.com, all of our directors and Naveen Jain,
our Chief Executive Officer, entered into an Indemnification Agreement whereby
Mr. Jain placed 1,000,000 shares of our common stock beneficially owned by him
in an escrow account to indemnify us and our directors for certain known and
unknown liabilities that may have arisen prior to September 30, 1998. See
"Business--Legal Proceedings."

Executive Compensation

The following table sets forth the compensation earned by our Chief Executive
Officer in the fiscal year ended December 31, 1998. No executive officer of the Company earned
more than $100,000 in salary and bonus from the Companyus in the fiscal year ended
December 31, 1997.1998. Naveen Jain, the Company's President andour Chief Executive Officer, received no salary
or compensation from the Company for his services from the time of the
Company'sour inception to July 1998. Beginning July 1998, Mr. Jain will receive
an annual salary of $125,000.
Mr. Jain does not currently hold options to purchase shares of our capital
stock.

Annual
Compensation
------------
Name and Principal Position Year Salary ($)
--------------------------- ---- ------------

Naveen Jain
Chief Executive Officer................................. 1998 $62,500

Employment Agreement

Pursuant to an employment agreement with Bernee D. L. Strom, our President
and Chief Operating Officer, we have agreed to provide Ms. Strom with:

. an annual salary of $250,000;

. insurance and other employee benefits;

. options to purchase 500,000 shares of common stock which vest over a
period of four years; and

. options to purchase an additional 250,000 shares of common stock that
vest on the Company.

BENEFIT PLANSsixth anniversary of Ms. Strom's start date or earlier if
specified revenue and net income criteria are met.

In addition, the agreement contains a severance arrangement whereby Ms. Strom
is entitled to receive a payment equal to one year of her base salary and
benefits in the event we terminate her employment for any reason other than for
cause.

Benefit Plans

Restated 1996 Flexible Stock Incentive Plan

The CompanyWe adopted the Restated 1996 Flexible 1996Stock Incentive Plan, or the Stock
Incentive Plan, in 1996. The purpose of the 1996Stock Incentive Plan is to provide
an opportunity for employees, officers, directors, independent contractors and
consultants of the CompanyInfoSpace.com to acquire Commonour common stock. The Stock of the Company. The 1996Incentive
Plan provides for grants of stock options, stock appreciation rights, ("SARs")or SARs,
and stock awards. AnWe have authorized an aggregate of 3,000,000 shares of Common Stock have been authorizedcommon
stock for issuance under the 1996 Plan pursuant to an amendment adopted in August 1998.Stock Incentive Plan. As of August 15,December 31, 1998,
options to purchase 1,454,5002,615,071 shares of Common Stockcommon stock were outstanding under the
1996Stock Incentive Plan withat a weighted average exercise prices ranging from $.02
to $8.00price of $7.56 per share,
and options to purchase 1,045,500109,014 shares were available for future grant.

In August 1998, the Company reserved an additional 500,000
shares of Common Stock for future issuance under the 1996 Plan, effective
September 15, 1998.

Stock Option Grants. TheEither the Board of Directors or the Compensation
Committee (the "Plan
Administrator")may administer the Stock Incentive Plan. The plan administrator has
the authority to select individuals who are to receive options under the 1996Stock
Incentive Plan and the terms and conditions of each option so granted,
including the type of option granted (incentive or nonqualified), the exercise
price (which must be at least equal to the fair market value of the
Common Stockour common
stock on the date of grant with respect to incentive stock options), vesting
provisions and the option term.

Stock Appreciation Rights. The Plan Administratorplan administrator may grant SARs to selected
individuals separately or in tandem with a stock option award. An SAR is an
incentive award that permits the holder to receive, for each share covered by
the SAR, an amount equal to the amount by which the fair market value of a
share of Common Stockour common stock on the date of exercise exceeds the exercise price of
such share. The SAR may contain such terms, provisions and conditions not
inconsistent with the 1996Stock Incentive Plan as may be established by the Plan
Administrator.plan
administrator.

Stock Awards. The Plan Administratorplan administrator is authorized under the 1996Stock Incentive
Plan to issue shares of Common Stockour common stock to eligible individuals on such terms
and conditions and subject to such restrictions, if any, as the Plan Administratorplan
administrator may determine.

Adjustments. Proportional adjustments to the aggregate number of shares
issuable under the 1996Stock Incentive Plan and to outstanding awards are made for
stock splits and other capital adjustments.

Corporate Transactions. In the event of certain Corporate Transactions (as
defined below), each outstanding option, SAR or stock award that would
otherwise vest within twelve months from the effective date of the Corporate
Transaction will vest and become exercisable, or nonforfeitable, as applicable,
immediately prior to the effective date of the Corporate Transaction. The
remainder of each outstanding option, SAR or stock award will terminate and any
restricted stock will be reconveyed to or repurchased by the
Companyus prior to the
effective date of the Corporate Transaction. However, acceleration, termination
or

57
repurchase of any option, SAR or stock award will not occur if such award
is, in connection with the Corporate Transaction, to be assumed by the
successor corporation or parent thereof.

"Corporate Transaction," as defined in the 1996Stock Incentive Plan, includes (i)includes:

. a merger or consolidation in which the Company iswe are not the surviving entity (other
than a transaction to change theour state of the Company's incorporation or a transaction
in which holders of the Company'sour outstanding securities immediately before such
transaction own more than 50% of the voting power of the entity following
such transaction);

(ii)67

. the disposition of all or substantially all of theour assets of the Company (other than a
disposition in which stockholders immediately before such transaction own
more than 50% of the total voting power of the purchaser or other
transferee following such transaction); and

(iii). certain reverse mergers in which the Company iswe are the surviving entity but the Company'sour
stockholders immediately prior to such merger do not hold more than 50%
of theour total voting power of the Company immediately following such merger.

Stock Option Program for Nonemployee Directors

Under the 1996Stock Incentive Plan, the Company grantswe grant a nonqualified stock option to
purchase 1,25010,000 shares of Common Stockcommon stock to each nonemployee director on the date
the director is first appointed or elected to the Board of Directors, which
fully vests onDirectors.
Nonemployee directors serving at the first anniversarytime of the dateadoption of grant.the program each
received an option to purchase 1,250 shares of common stock. On November 19,
1998, each nonemployee director received a supplemental option to purchase
10,000 shares of common stock. Commencing with the
Company'sour 1999 Annual Meeting of
Stockholders, the Companywe will grant to each nonemployee director an additional
nonqualified stock option to purchase 1,2502,500 shares of Common Stock
to each nonemployee directorcommon stock immediately
following their reelectionsuch Annual Meeting of Stockholders, except for those nonemployee
directors who were elected to the Board of Directors at each
annual meetingsuch Annual Meeting of
stockholders, which optionStockholders or within the three-month period prior to such Annual Meeting of
Stockholders. All options granted under the program for nonemployee directors
fully vestsvest on the first anniversary of the date of such grant.

1998 Employee Stock Purchase Plan

The CompanyWe adopted the 1998 Employee Stock Purchase Plan in August 1998. The ESPP will be implemented upon the effectiveness of this offering. The ESPPPurchase
Plan is intended to qualify under Section 423 of the Internal Revenue Code of
1986 as amended, and permits eligible employees of the Company and its subsidiaries
to purchase Common Stockour common stock through
payroll deductions of up to 15% of their compensation. Under the ESPP,Purchase Plan,
no employee may purchase Common Stockstock worth more than $25,000 in any calendar year,
valued as of the first day of each offering period. In addition, owners of 5%
or more of the Company's or a subsidiary's
Common Stockour common stock may not participate in the ESPP. AnPurchase Plan. We have
authorized an aggregate of 450,000 shares of Common Stock are authorizedcommon stock for issuance under
the ESPP.Purchase Plan.

The ESPP will bePurchase Plan is implemented with six-month offering periods. Offering
periods the first such
period to commence upon the effectiveness of this offering. Thereafter,
offering periods will begin on each JanuaryFebruary 1 and JulyAugust 1. The pricefirst offering period began
on December 15, 1998, the date of Common
Stock purchasedour initial public offering, and ends on July
31, 1999. Participants purchase common stock under the ESPP will bePurchase Plan at a price
equal to the lesser of 85% of the fair market value on the first day of an
offering period and 85% of the fair market value on the last day of an offering
period, except that the purchase price for the
first offering period will be equal to the lesser of 100% of the initial
public offering price of the Common Stock offered hereby and 85% of the fair
market value on December 31, 1998.period. The ESPPPurchase Plan does not have a fixed expiration date, but may be
terminated by the Company's Board of Directors at any time. No shares of Common Stockcommon stock
have been issued under the ESPP.Purchase Plan.

In the event of a merger, consolidation, or acquisition by another
corporation of all or substantially all of the Company'sour assets, or theour liquidation or
dissolution, of the Company, the last day of an offering period on which a participant may
purchase stock will be the business day immediately preceding the effective
date of such event, unless the plan administrator provides for the assumption
or substitution of the outstanding purchase rights.

5868

CERTAIN TRANSACTIONS

On April 10, 1996, Naveen Jain purchased 10,000,000 shares of Common Stockour common
stock for an aggregate price of $2,000. In April 1998,1996, Mr. Jain made an
interest-
freeinterest-free loan to the Companyus in the amount of $150,000, which has beenwe fully repaid by the Company.repaid. On
April 10, 1996, the Companywe granted an option to purchase 250,000 shares of Common Stockcommon stock
at an exercise price of $0.02 per share to Anuradha Jain, Mr. Jain's wife, in
connection with her employment as the Company'sour Director of Human Resources, and granted
an option to purchase 150,000 shares of Common Stockcommon stock at an exercise price of
$0.02 per share to Punam Agrawal, Mr. Jain's sister-in-law, in connection with
her employment as the Company'sour Director of Marketing. In a private placement with other
investors on May 21, 1998, the Companywe sold 25,000 shares of Common Stockcommon stock at $4.00 per
share to Siddarth Agrawal, Mr. Jain's brother-in-law, and 100,000 shares of
Common Stockcommon stock to TEOCO Corporation at $4.00 per share. Atul Jain, Mr. Jain's
brother, is President of TEOCO Corporation.

John E. Richards, the Company's Vice President, Yellow Pages Group, was
President and a member of Yellow Pages on the Internet, LLC, which was
acquired by the Company in May 1997 (the "YPI Acquisition"). The Company
issued Mr. Richards 32,500 shares of Common Stock in connection with the YPI
Acquisition. Peter S. Richards, John E. Richards' brother and a member of YPI,
received 15,000 shares of Common Stock in connection with the YPI Acquisition.
Both John and Peter Richards are entitled to certain registration rights with
respect to their shares. On July 6, 1998, the Company sold 10,000 Shares of
Common Stock at $7.50 per share to John E. Richards pursuant to the Company's
1998 Stock Purchase Rights Plan.

John K. Arnold, a director of the Company, was a shareholder and President
of Outpost, which was acquired by the Company in June 1998 (the "Outpost
Merger"). In connection with the Outpost Merger, the Company issued 78,888
shares of Common Stock to Mr. Arnold.

On May 21, 1998, the Companywe completed a private placement in which we sold shares of
Common Stock incommon stock at a private
placement transaction as follows (the "May 1998 Stock Purchase"): 937,500
sharespurchase price of Common Stock at $4.00 per share and issued warrants to
purchase up to
1,688,729 shares of Common Stockcommon stock at a weighted average exercise price of $5.87
per share as follows:

No. of No. of Shares
Name Shares Subject to Warrants
---- ------- -------------------

Acorn Ventures-IS, LLC......................... 947,500 1,688,729
Kellet Partners LLP............................ 156,250 230,281
John and Carolyn Cunningham.................... 31,250 76,762

Rufus W. Lumry, III, one of our directors, is the principal stockholder, sole
director and President of Acorn Ventures-IS, LLC ("Ventures, Inc., the sole member of Acorn
Ventures"); 156,250 shares of
Common Stock at $4.00 per share and warrants to purchase up to 230,281 shares
of Common Stock at a weighted average exercise price of $5.87 per share to
Kellett Partners, LLP ("Kellett Partners"); and 31,250 shares of Common Stock
at $4.00 per share and warrants to purchase up to 76,762 shares of Common
Stock at a weighted average exercise price of $5.87 per share to John and
Carolyn Cunningham.Ventures. John E. Cunningham, IV, a directorone of the Company,our directors, is President of Kellett
Investment Corporation, an affiliate of Kellett Partners. Mr. Cunningham
disclaims beneficial ownership of such shares held by Kellett Partners. Carolyn
Cunningham is John Cunningham's spouse.

Pursuant to the terms of the May 1998 Stock Purchase,private placement, on August 6, 1998, the
Companywe
issued Common Stockshares of common stock and warrants to purchase Common Stockcommon stock at a
weighted average exercise price of $5.87 in exchange for the termination of
certain anti-dilution rights as follows:

16,680 shares
of Common Stock and warrants to purchase up to 30,047 shares of Common Stock
at a weighted average exercise price of $5.87 to Acorn Ventures; 2,427 shares
of Common Stock and warrants to purchase up to 3,578 shares of Common Stock at
a weighted average exercise price of $5.87 to Kellett Partners;
No. of No. of Shares
Name Shares Subject to Warrants
---- ------ -------------------

Acorn Ventures-IS, LLC.......................... 16,680 30,047
Kellet Partners LLP............................. 2,427 3,578
John and Carolyn Cunningham..................... 482 shares
of Common Stock and warrants to purchase up to 1,186
shares of Common Stock at
a weighted average exercise price of $5.87 to John and Carolyn Cunningham.

Acorn Ventures, Kellett Partners and John and Carolyn Cunningham are entitled
to certain registration rights with respect to the shares of Common Stockcommon stock and
the Common Stockcommon stock issuable upon exercise of the warrants purchased in the
private placement. See "Description of Capital Stock--Registration Rights."

On May 21, 1998, the Companywe entered into Consulting Agreements with Acorn Ventures,
John E. Cunningham, IV and Kellett Partners, pursuant to which the
Company iswe are required
to pay reasonable out-of-pocket expenses incurred by such
personsthem in connection with
such persons'their services as consultants. In addition, the Company haswe have entered into agreements to
indemnify Acorn Ventures, John E. Cunningham, IV and Kellett Partners against
expenses (including attorneys' fees), judgments, fines and settlement amounts
incurred by such personsthem in any action or proceeding in which such personsthey are parties or
participants arising out of such persons'their services as consultants. 59These consulting
services include assistance in defining our business strategy, identifying and
meeting with sources of financing and assisting us in structuring and
negotiating such financings. The Consulting Agreements have terms of five years
and are terminable by either party upon breach of the Consulting Agreement by
the other party or on 30 days' notice. Other than the reimbursement of out-of-
pocket expenses, there is no other cash compensation under the Consulting
Agreements.

In July 1998, the Companywe sold 25,000 shares of Common Stockcommon stock at $8.00 per share in a
private placement transaction to the Bevis Family Trust. Douglas A. Bevis, the Company'sour
Vice President and Chief Financial Officer, is Trustee of the Bevis Family
Trust and is a beneficiary of the Bevis Family Trust, along with his four
siblings. Mr. Bevis disclaims beneficial ownership of such shares except as to
the extent of his proportionate interest in the trust. In addition, in July
1998, the Companywe sold 80,000 shares of Common Stockcommon stock at $7.50 per share to Mr. Bevis
pursuant to the Company'sour 1998 Stock Purchase Rights Plan.

In July 1998, the Companywe sold 12,500 shares of Common Stockcommon stock at $8.00 per share to
Steven Brady in a private placement with other investors. Mr. Brady is the
brother of Ellen B. Alben, the Company'sour Vice President, Legal and Business Affairs.Affairs and
Secretary.

Thomson Directories Limited entered into a joint venture agreement with the
Companyus in
July 1998. Gary C. List, a directorone of the Company,our directors, is Chief Executive Officer of
Thomson Directories Limited and a beneficial shareholder and the Chief Executive Officer of TDL
Group Limited, the holding company of Thomson Directories Limited. The CompanyThomson. We sold Mr. List 12,500 shares
of Common
Stockcommon stock at $8.00 per share in a private placement with other investors
in July 1998.

On August 6, 1998, the Companywe sold shares of Common Stockcommon stock at a purchase price of
$8.00 per share in a private placement as follows:

62,500 shares at $8.00 per share to Acorn Ventures;
140,625 shares at $8.00 per share to Kellett Partners;
Name No. of Shares
---- -------------

Acorn Ventures-IS, LLC..................................... 62,500
Kellet Partners LLP........................................ 140,625
John and Carolyn Cunningham................................ 15,625
shares at
$8.00 per share to John and Carolyn Cunningham. John Cunningham, a director of
the Company, is President of Kellett Investment Corporation, an affiliate of
Kellett Partners. Mr. Cunningham disclaims beneficial ownership of such shares
held by Kellett Partners.

Acorn Ventures, Kellett Partners and John and Carolyn Cunningham are entitled
to certain registration rights with respect to the shares purchased in thethis
private placement. See "Description of Capital Stock--Registration Rights."

The Company believesWe believe that all the transactions set forth above were made on terms no
less favorable to the Companyus than could have been obtained from unaffiliated third
parties. Any future transactions, including loans, between the Companyus and itsour officers,
directors and principal stockholders and their affiliates will be approved by a
majority of the Board of Directors, including a majority of the independent and
disinterested directors, and will be on terms no less favorable to the Companyus than
could be obtained from unaffiliated third parties.

The Company hasWe have entered into indemnification agreements with each of itsour executive
officers and directors. See "Management--Limitation of Liability and
Indemnification Matters."

60On December 11, 1998, InfoSpace.com, all of our directors and Naveen Jain
entered into an Indemnification Agreement. See "Business--Legal Proceedings"
and "Management--Limitation of Liability and Indemnification Matters."

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Company'sour outstanding Common Stockcommon stock as of August
15,December 31, 1998
and as adjusted to reflect theour sale of the Common Stock offered
hereby1,500,000 shares of common stock in this
offering for (i)(a) each person or entity known by the Company tothat we know beneficially ownowns more than
5% of the Common Stock, (ii)common stock, (b) each director of the Company, (iii) the
Company'sour directors, (c) our Chief Executive
Officer, and (iv)(d) all of the Company'sour directors and executive officers as a group and (e) all
other selling stockholders as a group. Except as otherwise indicated, the Company
believeswe
believe that the beneficial owners of the Common Stockcommon stock listed below, based on
information furnished by such owners, have sole voting and investment power
with respect to such shares.

PERCENTAGE OF
SHARES OUTSTANDING
----------------------
NUMBER OF SHARES PRIOR TO AFTER
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) OFFERING OFFERINGShares
Beneficially Owned Shares
Prior to Number of Beneficially Owned
Offering(1) Shares After Offering(1)
------------------ Being ------------------
Name of Beneficial Owner Number Percent Offered Number Percent
- ------------------------ -------------------------------- ------- --------- ------------------- -------

Naveen Jain (2)................ 10,122,916 66.3% %............... 10,144,686 47.6% 1,000,000 9,144,686 40.1%
c/o InfoSpace.com, Inc.
15375 --N.E. 90th Avenue N.E.Street
Redmond, WA 98052
Acorn Ventures-IS, LLC (3)..... 2,735,456 16.3.... 2,751,306 12.0 -- 2,751,306 11.3
1309 114th Avenue S.E. *
Suite 200
Bellevue, WA 98004
Rufus W. Lumry, III (3)....... 2,751,306 12.0 -- 2,751,306 11.3
John E. Cunningham, IV (4)..... 658,466 4.3
John K. Arnold................. 78,888.... 156,993 * -- 156,993 *
Gary C. List................... 12,500List.................. 17,500 * -- 17,500 *
Peter L. S. Currie.............Currie............ 5,000 * -- 5,000 *
Carl Stork.................... 40,000 * -- 40,000 *
Bernee D. L. Strom (5)........ 60,000 * -- 60,000 *
All directors and executive
officers as a group (8(10
persons) (5).................. 11,020,270 70.7(6)................. 13,310,960 57.5 1,000,000 12,310,960 49.9
Other selling stockholders (
persons, each owning less
than one percent of our
common stock)................ 300,000

- -----------------------------
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Common Stockcommon stock subject to options or warrants held by that person
that are currently exercisable or will become exercisable within 60 days
are deemed outstanding, while such shares are not deemed outstanding for
purposes of computing the percentage ownership of any other person. Unless
otherwise indicated in the footnotes below, the persons and entities named
in the table have sole voting and investment power with respect to all
shares beneficially owned, subject to community property laws where
applicable.
(2) Represents 7,466,666 shares of Common Stockcommon stock held in the name of Naveen and
Anuradha Jain, 500,000 shares of Common Stockcommon stock held by the Jain Family
Irrevocable Trust, 1,000,000 shares of Common Stockcommon stock held by Naveen Jain
GRAT No. 1, 1,000,000 shares of Common Stockcommon stock held by Anuradha Jain GRAT No.
1 and 156,250178,020 shares of Common Stock subject to options heldexercisable by Anuradha Jain exercisable within
60 days of August 15,December 31, 1998. Anuradha Jain is Mr. Jain's spouse. Mr. Jain
has placed 1,000,000 shares of common stock held by Naveen Jain GRAT No. 1
in escrow pursuant to an Indemnification Agreement dated as of December 11,
1998. Mr. Jain retains voting control over those shares placed in escrow.
See "Certain Transactions." If the underwriters exercise their over-
allotment option in full, Mr. Jain will sell an additional 210,000 shares,
bringing his beneficial ownership to 38.8% of our outstanding common stock.

71
(3) Includes 1,718,776 shares of Common Stockcommon stock issuable upon exercise of
warrants currently exercisable. Rufus W. Lumry, III is the principal
stockholder, sole director and President of Acorn Ventures, Inc., the sole
member of Acorn Ventures.
(4) Includes 77,948 shares of Common Stockcommon stock issuable upon exercise of warrants
currently exercisable. Also includes 533,16129,688 shares of Common Stock beneficially ownedheld by
KellettClear Fir Partners, LLP (consisting of 299,302 shares
of Common Stock and 233,859 shares of Common Stock upon exercise of
warrants currently exercisable. Mr. Cunningham is President of Kellett
Investment Corporation,LP, an affiliate of Kellett Partners, LLP. Mr. Cunningham disclaims beneficial ownership of such shares beneficially held
by Kellett Partners, LLP.Cunningham.
(5) Includes 468,05750,000 shares subject to options exercisable within 60 days of
December 31, 1998.
(6) Includes 2,027,619 shares subject to options and warrants exercisable
within 60 days of August 15,December 31, 1998.

6172

DESCRIPTION OF CAPITAL STOCK

TheOur authorized capital stock of the Company consists of 50,000,000 shares of Common Stock,common stock,
$0.0001 par value per share, and 15,000,000 shares of Preferred
Stock,preferred stock, $0.0001
par value per share. The Company's Restated Certificate of
Incorporation was amended on August 25, 1998 to, among other things, increase
the number of authorized shares of Common Stock from 40,000,000 to 50,000,000. The following summary of certain provisions of the Common Stockour common
stock and Preferred
Stockpreferred stock does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the provisions of the Company's Restatedour
Certificate of Incorporation, which is included as an exhibit to the
Registration
Statementregistration statement of which this Prospectusprospectus is a part, and by the
provisions of applicable law.

COMMON STOCKCommon Stock

As of August 15,December 31, 1998, there were 15,115,88721,141,802 shares of Common Stockcommon stock
outstanding held of record by approximately 95145 stockholders. There will be
22,641,802 shares of Common Stockcommon stock outstanding (assuming no exercise of the
Underwriters' over-allotment option and no exercise of outstanding options
after August 15,December 31, 1998) after giving effect to the sale of Common Stockcommon stock
offered to the public hereby.

The holders of Common Stockcommon stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. There are no
cumulative voting rights. Subject to preferences that may be applicable to any
outstanding shares of Preferred Stock,preferred stock, the holders of Common Stockcommon stock are entitled
to receive ratably such dividends, if any, as may be declared by the Board of
Directors out of funds legally available for the payment of dividends. In the
event of a liquidation, dissolution or winding up of the Company, the holders
of Common Stockcommon stock are entitled to share ratably in all assets remaining after
payment of liabilities and liquidation preferences of any outstanding shares of
Preferred Stock.preferred stock. Holders of Common Stockcommon stock have no preemptive rights or rights to
convert their Common Stockcommon stock into any other securities. There are no redemption
or sinking fund provisions applicable to the Common Stock.common stock. All outstanding
shares of Common Stockcommon stock are fully paid and nonassessable, and the shares of
Common Stockcommon stock to be issued upon completion of this offering will be fully paid
and nonassessable. See "Risk Factors--Control
by Principal Stockholder and His Family"Factors--Management Owns a Large Percentage of Our
Stock" and "Dividend Policy."

PREFERRED STOCK

There are noPreferred Stock

No shares of Preferred Stockpreferred stock are outstanding. Pursuant to the
Company's Restatedour Certificate of
Incorporation, the Board of Directors has the authority, without further action
by the stockholders, to issue up to 15,000,000 shares of Preferred Stockpreferred stock in one
or more series and to fix the designations, powers, preferences, privileges and
relative, participating, optional or special rights and the qualifications,
limitations or restrictions thereof, including dividend rights, conversion
rights, voting rights, terms of redemption and liquidation preferences, any or
all of which may be greater than the rights of the Common Stock.common stock. The Board of
Directors, without stockholder approval, can issue Preferred Stockpreferred stock with voting,
conversion or other rights that could adversely affect the voting power and
other rights of the holders of Common Stock.common stock. Preferred Stockstock could thus be
issued quickly with terms calculated to delay or prevent a change of control of the Company or
make removal of management more difficult. Additionally, the issuance of
Preferred Stockpreferred stock may have the effect of decreasing the market price of the
Common Stock,common stock, and may adversely affect the voting and other rights of the
holders of Common Stock. The Company hascommon stock. We have no plans to issue any Preferred
Stock.preferred stock. See
"Risk Factors--Antitakeover EffectFactors--Certain Antitakeover Provisions May Affect the Price of Certain Charter Provisions
and Applicable Law; Right of First Negotiation.Our
Stock."

WARRANTSWarrants

As of August 15,December 31, 1998, there were outstanding warrants to purchase
2,541,8033,531,719 shares of Common Stock.common stock. Five investors hold warrants to purchase an
aggregate of 2,063,8362,028,523 and 35,313 shares of Common Stockcommon stock, which expire on May
21, 2008 and August 6, 2008, respectively, at a weighted average exercise price
of $5.87 per share. These warrants expire on May 21, 2008. One investor holds a warrant to purchase 477,967 shares at
an exercise price of $0.02 per share. This warrant expires on October 30, 2002.
Subsequent toOn August 15,24, 1998, in connection with the agreement relating to the Company'sour white
pages directory services, the Companywe issued to AOL warrants to purchase up 62
to 989,916
shares

73
of Common Stock,common stock, which warrants vest in 16 equal quarterly installments over the
four years, based on the delivery by AOL of a minimum number of searches on the Company'sour
white pages directory service and vested as to 61,869 shares on February 1,
1999. The warrants have an exercise price of $12.00 per share.

ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS OF RESTATED CERTIFICATE OF
INCORPORATION AND WASHINGTON AND DELAWARE LAW; RIGHT OF FIRST NEGOTIATIONAntitakeover Effects of Certain Provisions of Certificate of Incorporation and
Washington and Delaware Law; Right of First Negotiation

As noted above, the Company'sour Board of Directors, without stockholder approval, has the
authority under the Company's Restatedour Certificate of Incorporation to issue Preferred Stockpreferred stock with
rights superior to the rights of the holders of Common Stock.common stock. As a result,
Preferred Stockpreferred stock could be issued quickly and easily, could adversely affect the
rights of holders of Common
Stockcommon stock and could be issued with terms calculated to
delay or prevent a change of control of the Company or make removal of management more
difficult.

Election and Removal of Directors. Effective with the first annual meeting of
stockholders following this offering, the Company's Restatedour Bylaws provide for the division of
the Company'sour Board of Directors into three classes, as nearly equal in number as
possible, with the directors in each class serving for a three-year term, and
one class being elected each year by the Company'sour stockholders. See "Management--Board
of Directors." Directors may be removed only for cause. This system of electing
and removing directors may tend to discourage a third party from making a
tender offer or otherwise attempting to obtain control of the CompanyInfoSpace.com and may
maintain the incumbency of the Board of Directors, as it generally makes it
more difficult for stockholders to replace a majority of directors.

Approval for Certain Business Combinations. The Company's RestatedOur Certificate of Incorporation
requires that certain business combinations (including a merger, share exchange
and the sale, lease, exchange, mortgage, pledge, transfer or other disposition
or encumbrance of a substantial part of the Company'sour assets other than in the usual and
regular course of business) be approved by the holders of not less than two-thirdstwo-
thirds of the outstanding shares, unless such business combination has been
approved by a majority of the Board of Directors, in which case the affirmative
vote required shall be a majority of the outstanding shares.

Stockholder Meetings. Under the Company's Restatedour Certificate of Incorporation and Restated Bylaws, the
stockholders may call a special meeting only upon the request of holders of at
least 30% of the outstanding shares. Additionally, the Board of Directors, the
Chairman of the Board and the President may call special meetings of
stockholders.

Requirements for Advance Notification of Stockholder Nominations and
Proposals. The Company's RestatedOur Bylaws establish advance notice procedures with respect to
stockholder proposals and the nomination of candidates for election as
directors, other than nominations made by or at the direction of the Board of
Directors or a committee thereof.

Washington Statute. The laws of the Washington, where the Company'sour principal executive
offices are located, impose restrictions on certain transactions between
certain foreign corporations and significant stockholders. Chapter 23B.19 of
the Washington Business Corporation Act, (the "WBCA")or the WBCA, prohibits a "Target
Corporation," with certain exceptions, from engaging in certain "Significant
Business Transactions" with a person or group of persons which beneficially
owns 10% or more of the voting securities of the Target Corporation (an
"Acquiring Person") for a period of five years after such acquisition, unless
the transaction or acquisition of shares is approved by a majority of the
members of the Target Corporation's board of directors prior to the time of
acquisition. Such prohibited transactions include, among other things, a merger
or consolidation with, disposition of assets to, or issuance or redemption of
stock to or from, the Acquiring Person, termination of 5% or more of the
employees of the Target Corporation as a result of the Acquiring Person's
acquisition of 10% or more of the shares or allowing the Acquiring Person to
receive any disproportionate benefit as a stockholder. After the five-year
period, a Significant Business Transaction may take place as long as it
complies with certain fair price provisions of the statute or is approved at an
annual or special meeting of stockholders.

74
A Target Corporation includes a foreign corporation if (i)if:

. the corporation has a class of voting stock registered

63
pursuant to
Section 12 or 15 of the Securities Exchange Act of 1934, as
amended, (ii)1934;

. the corporation's principal executive office is located in Washington, (iii)Washington;

. any of (a)of:

. more than 10% of the corporation's stockholders of record are
Washington residents, (b)residents;

. more than 10% of its shares of record are owned by Washington
residentsresidents; or

(c). 1,000 or more of its stockholders of record are Washington residents, (iv)residents;

. a majority of the corporation's employees are Washington residents or
more than 1,000 Washington residents are employees of the corporationcorporation;
and

(v). a majority of the corporation's tangible assets are located in Washington
or the corporation has more than $50 million of tangible assets located
in Washington.

A corporation may not "opt out" of this statute. If the Company meetswe meet the definition of a
Target Corporation, Chapter 23B.19 of the WBCA may have the effect of delaying,
deferring or preventing a change of control of the Company.

The Company isDelaware Statute. We are subject to Section 203 of the DGCL ("Section 203"),Delaware General
Corporation law, which prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless (i)unless:

. prior to such date, the board of directors of the corporation approves
either the business combination or the transaction that resulted in the
stockholder's becoming an interested stockholder, (ii)stockholder;

. upon consummation of the transaction that resulted in the stockholder's
becoming an interested stockholder, the interested stockholder owns at
least 85% of the outstanding voting stock, excluding shares held by
directors, officers and certain employee stock plans,plans; or

(iii). on or after the consummation date the business combination is approved by
the board of directors and by the affirmative vote at an annual or
special meeting of stockholders of at least 66 2/3% of the outstanding
voting stock that is not owned by the interested stockholder.

For purposes of Section 203, a "business combination" includes, among other
things, a merger, asset sale or other transaction resulting in a financial
benefit to the interested stockholder, and an "interested stockholder" is
generally a person who, together with affiliates and associates of such person, (i)person:

. owns 15% or more of the corporation's voting stockstock; or

(ii). is an affiliate or associate of the corporation and was the owner of 15%
or more of the outstanding voting stock of the corporation at any time
within the prior three years.

AOL Agreement. Pursuant to certain agreements with AOL, if the Company receiveswe receive an
unsolicited proposal, or the Company determineswe determine to solicit proposals or otherwise enter
into discussions that would result in a sale of a controlling interest in
the CompanyInfoSpace.com or other merger, asset sale or other disposition that effectively
results in a change of control of the Company (a "Disposition"), then the Company iswe are required to give
written notice to AOL, and AOL has seven days to provide notice to the Companyus of its
desire to negotiate in good faith with the Companyus regarding a Disposition involving
AOL. In the event that AOL timely delivers such a notice, then the Companywe will
negotiate exclusively and in good faith with AOL regarding a Disposition for a
period of 30 days from the date of delivery of the Company'sour initial notice to AOL, after
which the
Companywe will be free to negotiate a Disposition with other third parties if the Companywe
and AOL cannot in good faith come to terms. If such a Disposition is not
consummated within five months from the

75
date of delivery of the
Company'sour initial notice to AOL, the process described above will
again apply. AOL's right of first negotiation could have the effect of
delaying, deterring or preventing a change of control of the Company.control.

These charter provisions, provisions of Washington and Delaware law and AOL's
right of first negotiation may have the effect of delaying, deterring or
preventing a change of control of the Company.

REGISTRATION RIGHTScontrol.

Registration Rights

Pursuant to certain Investor Rights Agreements with the Company, dated as of May 21, 1998,
three investors holding an aggregate of 1,144,589 shares of Common Stockcommon stock and
warrants to purchase 3,020,4992,030,583 shares of Common Stockcommon stock (the "Holders") are
entitled to certain rights with respect to the registration of such shares
under the Securities Act.Act of 1933. If the Company proposeswe propose to register any of itsour
securities under the Securities Act, either for itsour own account or for the
account of other security holders, the Holders are entitled to notice of such
registration and to include shares of Common Stockcommon stock in such registration at the Company'sour
expense. Additionally, the Holders are entitled to certain demand registration
rights pursuant to which they may require the Companyus to file a registration statement
under the Securities Act at the

Company'sour expense with respect to their shares of Common Stock,common
stock, and the
Company iswe are required to use itsour commercially reasonable efforts to effect
such registration. Further, the Holders may require the Companyus to file up to three
additional registration statements on Form S-3 (and no more than two in any
calendar year), with the Company bearingand we will bear the expense for up to one such registration in
any calendar year. All of these registration rights are subject to certain
conditions and limitations, among them the right of the underwriters of an
offering to limit the number of shares included in such registration.

Pursuant to certaina Stockholder Rights Agreements with the Company,Agreement dated as of August 6, 1998, six
investors holding an aggregate of 492,500 shares of Common Stockcommon stock are entitled
to notice of registration if the Company proposeswe propose to register any of itsour securities under
the Securities Act, either for itsour own account or for the account of other
security holders, and are entitled to include shares of Common Stockcommon stock in such
registration at the Company'sour expense. These registration rights are subject to certain
conditions and limitations, among them the right of the Underwritersunderwriters of an
offering to limit the number of shares included in such registration.

In connection with the acquisition of all the outstanding membership units of
Yellow Pages on the Internet, LLC,YPI, the former members of YPI holding an aggregate of 85,000 shares of Common Stockcommon
stock may require the Companyus to file additional registration statements on Form S-3 at
the expense of those stockholders requesting such registration.

AOL, which holds a warrant to purchase 989,916 shares of Common Stock,common stock, is
entitled to notice of registration if the Company proposeswe propose to register any of itsour
securities under the Securities Act, either for itsour own account or for the
account of other security holders, and is entitled to include shares of Common
Stockcommon
stock issuable upon the exercise of such warrant in such registration at the
Company'sour
expense. Further, AOL may require the Companyus to file up to four additional registration
statements on Form S-3, with the Company bearingand we will bear the expense for such registrations.
These registration rights are subject to certain conditions and limitations,
among them the right of the underwriters of an offering to limit the number of
shares included in such registration.

TRANSFER AGENT AND REGISTRARTransfer Agent And Registrar

The transfer agent and registrar for the Common Stockcommon stock is ChaseMellon
Shareholder Services, Seattle, Washington.

NASDAQ NATIONAL MARKET LISTING

The Company has applied to have the Common Stock approved for quotationNasdaq National Market Listing

Our common stock is listed on the Nasdaq National Market under the symbol
"INSP."

6576

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for the Common Stock
of the Company and there can be no assurance that a significant public market
for the Common Stock will be developed or be sustained after this offering.
Sales of substantial amounts of Common Stockour common stock in the public market after
this offering, or the possibility of such sales occurring, could adversely
affect prevailing market prices for the Common Stockcommon stock or theour future ability of the
Company to
raise capital through an offering of equity securities.

After this offering, the Companywe will have outstanding an aggregate of 22,641,802
shares of Common Stock. Of these shares,common stock. All of the shares offered
herebysold in this offering will be freely
tradable in the public market without restriction under the Securities Act,
unless such shares are heldpurchased by "affiliates" of the
Company,our "affiliates," as that term is defined
in Rule 144 under the Securities Act. The
remaining 15,115,887An aggregate of 15,391,802 shares of
Common Stockcommon stock outstanding upon completion of this offering will be "restricted
securities," as that term is defined in Rule 144 under the Securities Act (the
"Restricted Shares"). The Restricted Shares
wereWe issued and sold by the CompanyRestricted Shares in private
transactions in reliance upon exemptions from registration under the Securities
Act. Restricted Shares may be sold in the public market only if they are
registered or if they qualify for an exemption from registration, such as Rule
144 or 701 under the Securities Act, which are summarized below.

Pursuant to certain "lock-up" agreements, all theour executive officers,
directors and certain stockholders and employees, of the Company, who collectively hold an
aggregate of approximately 14,992,902 Restricted Shares/
stockholder and optionholders of the Company,Shares, have agreed not to offer,
sell, contract to sell, grant any option to purchase or otherwise dispose of
any such shares for a perioduntil June 14, 1999, 181 days after our initial public
offering. In addition, all our executive officers, directors and certain of
180these stockholders and employees, who collectively hold an aggregate of
approximately Restricted Shares, have agreed not to offer, sell, contract
to sell, grant any option to purchase or otherwise dispose of any such shares
until 91 days from the date ofafter this Prospectus.offering. Hambrecht & Quist LLC may, in its sole
discretion and at any time without prior notice, release all or any portion of
the Common Stockcommon stock subject to these lock-up agreements. Hambrecht & Quist LLC currently has no plans to release
any portion of the securities subject to these lock-up agreements. When
determining whether or not to release shares from the lock-up agreements,
Hambrecht & Quist LLC will consider, among other factors, market conditions at
the time, the number of shares proposed to be released or for which the
release is being requested and a stockholder's reasons for requesting the
release. The Company hasWe have also entered into
an agreement with Hambrecht & Quist LLC that the Companywe will not offer, sell or
otherwise dispose of Common Stock
for a period of 180common stock until 91 days fromafter the date of this
Prospectus.prospectus.

Taking into account the lock-up agreements, the number of shares that will be
available for sale in the public market under the provisions of Rules 144,
144(k) and 701 including certain shares issuable upon exercise of options,
will be as follows:

(i) no shares will be eligible for sale prior to 180 days
after the date of this Prospectus, (ii) 11,282,004 shares will be eligible for
sale 180 days after the date of this Prospectus upon the expiration of lock-up
agreements with the Underwriters and (iii) an additional 3,833,883 shares will
become eligible for sale thereafter at various times upon the expiration of
their respective one-year holding periods.
Number
of
Date of Availability for Sale Shares
----------------------------- -------

At various times between March 16, 1999 and June 13, 1999.......... 308,724
June 14, 1999 (181 days after our initial public offering).........
, 1999 (91 days after the date of this prospectus).............
At various times thereafter upon the expiration of applicable
holding periods...................................................

Following the expiration of suchthe lock-up periods, certain shares issued upon
exercise of options granted by the Companyus prior to the date of this Prospectusprospectus will
also be available for sale in the public market pursuant to Rule 701 under the
Securities Act. Rule 701 permits resales of such shares in reliance upon Rule
144 but without compliance with certain restrictions, including the holding
period requirement, imposed under Rule 144. In general, under Rule 144 as in
effect at the closing of this offering, beginning 90 days
after the date of this Prospectus,March 16, 1999, a person (or
persons whose shares of the
Company are aggregated) who has beneficially owned Restricted
Shares for at least one year (including the holding period of any prior owner
who is not an affiliate of the Company)affiliate) would be entitled to sell within any three-month
period a number of shares that does not exceed the greater of (i)of:

. one percent of the then outstanding shares of Common Stockcommon stock (approximately
226,000 shares immediately after this offering) or

(ii). the average weekly trading volume of the Common Stockcommon stock during the four
calendar weeks preceding the filing of a Form 144 with respect to such
66sale.

sale.

Sales under Rule 144 are also subject to certain manner of sale and notice
requirements and to the availability of current public information about the Company.us.
Under Rule 144(k), a person who is not deemed to have been an affiliate of the Company at any
time during the 90 days preceding a sale and who has beneficially owned the
shares proposed to be sold for at least two years (including the holding period
of any prior owner who is not an affiliate
of the Company)affiliate) is entitled to sell such shares
without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

The Company intends to file after the effective date of this offering a
Registration Statement on Form S-8 to register approximately 3,740,625 shares
of Common Stock issuable upon the exercise of outstanding stock options or
reserved for issuance under the 1996 Plan and the ESPP. Such Registration
Statement will become effective automatically upon filing. Shares issued under
the foregoing plans, after the filing of a Registration Statement on Form S-8,
may be sold in the open market, subject, in the case of certain holders, to
the Rule 144 limitations applicable to affiliates, the above-referenced lock-
up agreements and vesting restrictions imposed by the Company.

Following this offering, the holders of an aggregate of 1,722,089 shares of
outstanding Common Stockcommon stock and up to 3,020,499 shares of Common Stockcommon stock issuable
upon exercise of warrants will, under certain circumstances, have rights to
require the Companyus to register their shares for future sale. See "Description of
Capital Stock--Registration Rights."

6778

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement,underwriting agreement, the
Underwritersunderwriters named below, through their Representatives, Hambrecht & Quist LLC, NationsBanc Montgomery Securities LLC andBancBoston Robertson Stephens
Inc., Dain Rauscher Wessels, a division of Dain Rauscher Incorporated, and
Thomas Weisel Partners LLC, have severally agreed to purchase from the Companyus the
following respective number of shares of Common Stock:our common stock:

NUMBER OF
NAME SHARESNumber of
Name Shares
---- ---------

Hambrecht & Quist LLC............................................
NationsBanc Montgomery Securities LLC............................LLC..............................................
BancBoston Robertson Stephens Inc. ................................
Dain Rauscher Wessels............................................
----Wessels..............................................
Thomas Weisel Partners LLC.........................................
---------
Total............................................................ ====2,800,000

The Underwriting Agreementunderwriting agreement provides that the obligations of the Underwritersunderwriters
are subject to certain conditions precedent, including the absence of any
material adverse change in the Company'sour business and the receipt of certain
certificates, opinions and letters from the Company, itsus, our counsel and independent
auditors. The nature of the Underwriters'underwriters' obligation is such that they are
committed to purchase all shares of Common Stockcommon stock offered herebyin this offering if
any of such shares are purchased.

The Underwritersunderwriters propose to offer the shares of Common Stockcommon stock directly to the
public at the initial public offering price set forth on the cover page of this
Prospectusprospectus and to certain dealers at such price less a concession not in excess
of $ per share. The Underwritersunderwriters may allow and such dealers may reallow a
concession not in excess of $ per share to certain other dealers. After the
initial public offering of the shares, the offering price and other selling terms may
be changed by the Representatives of the
Underwriters. The Representativesunderwriters.

A selling stockholder and we have advised the Company that the
Underwriters do not intend to confirm discretionary sales in excess of five
percent of the shares of Common Stock offered hereby.

The Company has granted to the Underwritersunderwriters an option,
exercisable no later than 30 days after the date of this Prospectus,prospectus, to
purchase up to 420,000 additional shares of Common Stockcommon stock at the initial public offering
price, less the underwriting discount, set forth on the cover page of this
Prospectus.prospectus. To the extent that the Underwritersunderwriters exercise this option, each
of the
Underwritersunderwriter will have a firm commitment to purchase approximately the same
percentage thereof which the number of shares of Common Stockcommon stock to be purchased
by it shown in the above table bears to the total number of shares of Common
Stockcommon
stock offered hereby.in this offering. The Companyselling stockholder and we will be
obligated, pursuant to the option, to sell shares to the Underwritersunderwriters to the
extent the option is exercised.exercised, with half of the shares to be sold by the
selling stockholder and half to be sold by us. The Underwritersunderwriters may exercise
such option only to cover over-allotments made in connection with the sale of
Common Stockcommon stock offered hereby.in this prospectus.

The following table summarizes the compensation that the selling stockholders
and we will pay to the underwriters in connection with this offering:

Total
-------------------
Without With
Per Over- Over-
Share allotment allotment
----- --------- ---------

Underwriting discounts and commissions paid by us...
Underwriting discounts and commissions paid by
selling stockholders...............................

The offering of the shares is made for delivery when, as and if accepted by
the Underwritersunderwriters and subject to prior sale and to withdrawal, cancellation or
modification of the offering without notice. The Underwritersunderwriters reserve the right
to reject an order for the purchase of shares in whole or in part.

The Company hasselling stockholders and we have agreed to indemnify the Underwritersunderwriters
against certain liabilities, including liabilities under the Securities Act,
and to contribute to payments the Underwritersunderwriters may be required to make in
respect thereof.

79
Certain of our stockholders, of the Company, including theall executive officers and directors
and the selling stockholders, who will own (or have the right to purchase) in the aggregate shares of Common Stock (including shares issuable upon exercise of
options to purchase Common Stock) after the offering,common
stock have agreed that they
will not, without the

prior written consent of Hambrecht & Quist LLC, offer, sell, or otherwise
dispose of any shares of Common Stock, options or warrants to acquire shares
of Common Stock or securities exchangeable for or convertible into shares of
Common Stock owned by them during the 180-day period following the date of
this Prospectus. The Company has agreed that it will not, without the prior written consent of
Hambrecht & Quist LLC, offer, sell, or otherwise dispose of any shares of
Common Stock,common stock, options or warrants to acquire shares of Common
Stockcommon stock or
securities exchangeable for or convertible into shares of Common
Stock duringcommon stock owned by
them until June 14, 1999. In addition, certain of these stockholders, including
all executive officers and directors and selling stockholders, who own in the
180-day periodaggregate shares of common stock have agreed that they will not,
without the prior written consent of Hambrecht & Quist LLC, offer, sell, or
otherwise dispose of any shares of common stock, options or warrants to acquire
shares of common stock or securities exchangeable for or convertible into
shares of common stock owned by them until 91 days following the date of this
Prospectus,prospectus. We have agreed that we will not, without the prior written consent
of Hambrecht & Quist LLC, offer, sell or otherwise dispose of any shares of
common stock, options or warrants to acquire shares of common stock or
securities exchangeable for or convertible into shares of common stock until
the date 91 days following the date of this prospectus, except that the Companywe may
issue shares upon the exercise of options granted prior to the date hereof, and
may grant additional options under itsour stock option plans, provided that,
without the prior written consent of Hambrecht & Quist LLC, such additional
options shall not be exercisable during such period.

Prior to the offering, there has been no public market for the Common Stock.
The initial public offering price for the Common Stock will be determined by
negotiation among the Company and the Representatives. Among the factors to be
considered in determining the initial public offering price are prevailing
market and economic conditions, revenues and results of operations of the
Company, market valuations of other companies engaged in activities similar to
the Company, estimates of the business potential and prospects of the Company,
the present state of the Company's business operations, the Company's
management and other factors deemed relevant. The estimated initial public
offering price range set forth on the cover of this preliminary prospectus is
subject to change as a result of market conditions and other factors.

Certain persons participating in this offering may over-allot or effect
transactions which stabilize, maintain or otherwise affect the market price of
the Common Stockcommon stock at levels above those which might otherwise prevail in the
open market, including by entering stabilizing bids or effecting syndicate
covering transactions or imposing penalty bids.transactions. A stabilizing bid means the placing of any bid or
effecting of any purchase for the purpose of pegging, fixing or maintaining the
price of the Common Stock.common stock. A syndicate covering transaction means the placing
of any bid on behalf of the underwriting syndicate or the effecting of any
purchase to reduce a short position created in connection with this offering.
A penalty bid means an arrangement that
permits the Underwriters to reclaim a selling concession from a syndicate
member in connection with this offering when shares of Common Stock sold by
the syndicate member are purchased in syndicate covering transactions. Such transactions may be effected on the Nasdaq Stock Market, in the over-the-
counter market, or otherwise. Such stabilizing, if commenced, may be
discontinued at any time.

In connection with this offering, certain underwriters and selling group
members (if any) who are qualified market makers on the Nasdaq National Market
may engage in passive market making transactions in our common stock on the
Nasdaq National Market in accordance with Rule 103 of Regulation M under the
Securities Exchange Act of 1934, as amended. During the business day prior to
the pricing of the offering before the commencement of offers or sales of our
common stock, passive market makers must comply with applicable volume and
price limitations and must be identified as such. In general, a passive market
maker must display its bid at a price not in excess of the highest independent
bid of such security; if all independent bids are lowered below the passive
market maker's bid, however, such bid must then be lowered when certain
purchase limits are exceeded.

We estimate that the total expenses of this offering, excluding underwriting
discounts and commissions, will be approximately $500,000.

In August 1998, H & Q InfoSpace Investors, LP and Hambrecht & Quist
California purchased 175,000 and 75,000 shares of Common Stock,common stock, respectively,
at $8.00 per share as part of an equity financing on the same terms pursuant to
which all other participants in the financing purchased their shares. Certain
of the interests of H & Q InfoSpace Investors, LP and Hambrecht & Quist
California are beneficially owned by persons affiliated with Hambrecht & Quist
LLC.

In August 1998, InfoSpace Investors General Partners purchased 23,750 shares
of common stock at $8.00 per share as part of an equity financing on the same
terms pursuant to which all other participants in the financing purchased their
shares. Of such shares, 3,750 shares are beneficially owned by persons
affiliated with Thomas Weisel Partners LLC, who were formerly employed by
NationsBanc Montgomery Securities LLC.

In August 1998, Acorn Ventures purchased 62,500 shares of Common Stock at
$8.00 per share as part of an equity financing on the same terms pursuant to
which all other participants in the financing purchased their shares. AllSee
"Certain Transactions."

In December of such shares are beneficially owned by persons affiliated
with NationsBanc Montgomery Securities LLC.1998, Hambrecht & Quist LLC, and Dain Rauscher Wessels, a
division of Dain Rauscher Incorporated, participated as underwriters in our
initial public offering.

LEGAL MATTERS

Certain legal matters in connection with the issuance of the securities being
offered hereby will be passed on for the Companyus by Perkins Coie LLP,
Seattle,Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California and Kirkland, Washington.
Certain legal matters in connection with this offering will be passed on for
the Underwritersunderwriters by Wilson Sonsini GoodrichSkadden, Arps, Slate, Meagher & Rosati,
Professional Corporation,Flom LLP, Palo Alto,
California.

EXPERTS

The consolidated financial statements of InfoSpace.com, Inc. as of December
31, 1996,1997 and December 31, 1997 and June 30, 1998 and for the period from March 1, 1996 (date of
inception) through December 31, 1996, the year ended December 31, 1997 and the
six-month periodyear ended June 30,December 31, 1998, included in this Prospectus have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report
appearing elsewhere herein, and have been so included in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.

The financial statements of Outpost Network, Inc. as of December 31, 1996,
and December 31, 1997,
and for each of the two years then ended, included in this Prospectusprospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report appearing elsewhere herein, and have been so included in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

ADDITIONAL INFORMATION

The Company hasWe have filed with the Securities and Exchange Commission (the "Commission")
a Registration Statementregistration statement on Form S-1, of which this Prospectusprospectus is a part, under
the Securities Act with respect to the shares of Common Stockcommon stock offered hereby.
This Prospectusprospectus omits certain information contained in the Registration Statement,registration
statement, and reference is made to the Registration Statementregistration statement and the exhibits
thereto for further information with respect to the CompanyInfoSpace.com and the Common Stockcommon
stock offered hereby. Statements contained herein concerning the provisions of
any documents are not necessarily complete, and in each instance reference is
made to the copy of such document filed as an exhibit to the Registration Statement.registration
statement. Each such statement is qualified in its entirety by such reference.
We are also subject to the informational requirements of the Securities
Exchange Act and, in accordance therewith, file reports, proxy statements and
other information with the Commission. The Registration Statement,registration statement, including
exhibits filed therewith, and the reports, proxy statements and other
information that we file may be inspected without charge at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional
offices of the Commission located at 7 World Trade Center, Suite 1300, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials may be obtained from the
Public Reference Section of the Commission, Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission
maintains a Web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants, such as
the Company,InfoSpace.com, that file electronically with the Commission.

Information concerning the
Company is also available for inspection at the offices of the Nasdaq National
Market, Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.

Statements contained in this Prospectusprospectus as to the contents of any contract,
agreement or other document referred to are not necessarily complete, and in
each instance reference is made to the copy of such contract, agreement or
other document filed as an exhibit to the Registration Statement,registration statement, each such
statement being qualified in all respects by such reference.

The Company intends to furnish its stockholders with annual reports
containing audited consolidated financial statements and an opinion thereon
expressed by independent auditors and may furnish its stockholders with
quarterly reports for the first three quarters of each fiscal year containing
unaudited summary consolidated financial information.

7081

INDEX TO FINANCIAL STATEMENTS

PAGEPage
----

INFOSPACE.COM, INC.Unaudited Pro Forma Combined Consolidated Financial Statements:
Pro Forma Combined Consolidated Statements of Operations for the Year
Ended
December 31, 1998........................................................ F-2
Notes to Unaudited Pro Forma Combined Consolidated Financial Statements... F-3
InfoSpace.com, Inc.:
Independent Auditors' Report............................................... F-2Report.............................................. F-5
Consolidated Balance Sheets................................................ F-3Sheets............................................... F-6
Consolidated Statements of Operations...................................... F-4Operations..................................... F-7
Consolidated Statements of Changes in Stockholders' Equity................. F-5Equity................ F-8
Consolidated Statements of Cash Flows...................................... F-6Flows..................................... F-9
Notes to Consolidated Financial Statements................................. F-7
OUTPOST NETWORKS, INC.Statements................................ F-10
Outpost Network, Inc.:
Independent Auditors' Report............................................... F-19Report.............................................. F-26
Balance Sheets............................................................. F-20Sheets............................................................ F-27
Statements of Operations................................................... F-21Operations.................................................. F-28
Statements of Changes in Shareholders' Equity (Deficiency)................. F-22................ F-29
Statements of Cash Flows................................................... F-23Flows.................................................. F-30
Notes to Financial Statements.............................................. F-24Statements............................................. F-31

F-1

INFOSPACE.COM, INC. AND OUTPOST NETWORK, INC.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 1998

InfoSpace.com
January 1, 1998- Outpost Network
December 31, January 1, 1998- Pro Forma Pro Forma
1998 June 2, 1998 Adjustments Combined
---------------- ---------------- ----------- ------------

Revenues................ $ 9,414,450 $ 61,610 $(142,601)(1) $ 9,333,459
Cost of revenues........ 1,854,449 152,778 66,665 (2) 2,073,892
----------- ----------- --------- ------------
Gross profit (loss)... 7,560,001 (91,168) (209,266) 7,259,567
Operating expenses:
Product development.... 604,339 69,822 3,335 (3) 677,496
Sales and marketing.... 5,385,152 128,069 (107,601)(1) 5,405,620
General and
administrative........ 3,613,357 733,383 343,600 (1),(4) 4,690,340
Write-off of in-process
research and
development........... 2,800,000 -- -- 2,800,000
Settlement of
litigation............ 4,500,000 -- -- 4,500,000
----------- ----------- --------- ------------
Total operating
expenses........... 16,902,848 931,274 239,334 18,073,456
Loss from operations.... (9,342,847) (1,022,442) (448,600) (10,813,889)
Other income (expense),
net.................... 411,365 (24,355) -- 387,010
Equity in income (loss)
from .................. (124,976) -- -- (124,976)
----------- ----------- --------- ------------
Net loss................ $(9,056,458) $(1,046,797) $(448,600) $(10,551,855)
=========== =========== ========= ============
Basic and diluted net
loss per share......... $ (0.67) $ (0.74)
=========== ============
Shares used in computing
basic and diluted net
loss per share
calculations........... 13,560,268 628,762 (5) 14,189,030
=========== ========= ============

(1),(2),(3),(4),(5)refers to relevant notes in Note 4 to the Unaudited Pro
Forma Combined Consolidated Financial Statements.

See accompanying notes to the Unaudited Pro Forma Combined Consolidated
Financial Statements.

F-2

INFOSPACE.COM, INC. AND OUTPOST NETWORK, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED
CONSOLIDATED FINANCIAL STATEMENTS

1. The Periods Combined

The InfoSpace.com, Inc. consolidated statement of operations for the year
ended December 31, 1998 has been combined with the Outpost Networks, Inc.
statements of operations for the period from January 1, 1998 to June 2, 1998,
as if the merger had occurred as of the beginning of the period. The results of
Outpost Networks, Inc. for the period June 3, 1998 to December 31, 1998 have
already been consolidated into the InfoSpace.com, Inc. consolidated statement
of operations for the year ended December 31, 1998 as the merger was effected
on June 2, 1998.

2. Pro Forma Basis of Presentation

These Unaudited Pro Forma Combined Consolidated Financial Statements are
based on estimates and assumptions. The pro forma adjustments made in
connection with the development of the pro forma information are preliminary
and have been made solely for purposes of developing such pro forma information
as necessary to comply with the disclosure requirements of the Securities
Exchange Commission. The Unaudited Pro Forma Combined Consolidated Financial
Statements do not purport to be indicative of the combined financial position
or results of operations of future periods or indicative of the results of
operations of future periods or indicative of the results that actually would
have been realized had the entities been a single entity during these periods.

3. Pro Forma Earnings Per Share

The Unaudited Pro Forma Combined Consolidated Financial Statements for
InfoSpace.com, Inc. have been prepared as if the merger was completed at the
beginning of the periods presented. The pro forma basic net loss per share is
based on the combined weighted average number of shares of InfoSpace.com, Inc.
Common Stock outstanding during the period and the number of InfoSpace.com,
Inc. Common Stock to be issued in exchange as discussed in Note 2.

The Pro Forma diluted loss per share is computed using the weighted average
number of InfoSpace.com, Inc. Common Stock and dilutive common equivalent
shares outstanding during the period and the number of shares of InfoSpace.com,
Inc. Common Stock to be issued in exchange. Common equivalent shares consist of
the incremental common shares issuable upon conversion of the exercise of stock
options and warrants using the treasury stock method. Common equivalent shares
are excluded from the computation if their effect is antidilutive. The combined
Company had a pro forma net loss for all periods presented herein; therefore,
none of the options and warrants outstanding during each of the periods
presented were included in the computation of pro forma dilutive earnings per
share as they were antidilutive.

4. Pro Forma Statements of Operations Adjustments

The objective of the pro forma information is to show what the significant
effects on the historical financial information might have been had the
companies been merged for the periods presented. Accordingly, all intercompany
transactions between the two entities have been included as eliminations in the
pro forma adjustments column.

F-3

INFOSPACE.COM, INC. AND OUTPOST NETWORK, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED
CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Additionally, under the purchase method of accounting, the purchase price is
allocated to the net assets acquired based upon their estimated fair value.
The following represents the purchase price allocation for Outpost Networks,
Inc.:

Book value of net liabilities acquired...................... $ (191,000)
Core technology............................................. 800,000
In-process research and development......................... 2,800,000
Assembled workforce......................................... 40,000
----------
Fair value of net assets acquired........................... 3,449,000
==========
Cash paid................................................... 35,000
Fair value of shares issued................................. 6,000,000
Acquisition costs........................................... 1,957,000
----------
Purchase price.............................................. 7,992,000
==========
Excess of purchase price over net assets acquired........... $4,543,000
==========

Goodwill represents the excess of the purchase price over the fair value of
the assets acquired. The goodwill will be capitalized and amortized over a
period of five years.

The core technology and assembled workforce will be capitalized and
amortized over a period of five years. The Unaudited Pro Forma Combined
Consolidated Statements of Operations reflect adjustments for such
amortization. Amortization of the core technology is recorded as cost of
revenues, the workforce is recorded as product development, and goodwill is
recorded as general and administrative expense.

Detail of the specific pro forma adjustments are as follows:

(1) Pro Forma Adjustment represents the elimination of intercompany
revenue and expense for the respective period. For the period from January
1, 1998 to June 2, 1998 intercompany revenue and expense was $142,601.

(2) Pro Forma Adjustment represents the amortization of core technology.
For the period from January 1, 1998 to June 2, 1998, the expense would have
been $66,665.

(3) Pro Forma Adjustment represents the amortization of assembled
workforce. For the period from January 1, 1998 to June 2, 1998, the expense
would have been $3,335.

(4) Pro Forma Adjustment represents the amortization of goodwill. For the
period from January 1, 1998 to June 2, 1998, the expense would have been
$378,600.

(5) Pro Forma Adjustment represents the issuance of 1,499,988 shares of
InfoSpace.com, Inc. Common Stock in exchange for 34,972,768 shares of
Outpost Networks, Inc. Common Stock outstanding as of June 2, 1998. The pro
forma adjustments reflect the additional shares that would be used in
computing basic and diluted earnings per share as if the merger had
occurred at the beginning of the period. A portion of these shares are
already included as outstanding for the period June 3, 1998 to December 31,
1998 in the historical Consolidated Financial Statements of InfoSpace.com,
Inc., as of December 31, 1998 as the merger was effected on June 2, 1998.

F-4

INDEPENDENT AUDITORS' REPORT

InfoSpace.com, Inc.
Redmond, Washington

We have audited the accompanying consolidated balance sheets of
InfoSpace.com, Inc. and subsidiary (the Company) as of December 31, 1996 and 1997 and June
30,
1998, and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for the period from March 1, 1996
(inception) to December 31, 1996, and the yearyears ended December 31, 1997 and the
six months ended June 30,
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of InfoSpace.com, Inc. and subsidiary
as of December 31, 1996 and 1997 and June 30, 1998, and the related consolidated
statementsresults of their operations changes in stockholders' equity, and their
cash flows for the period from March 1, 1996 (inception) to December 31, 1996,
and the yearyears ended December 31, 1997 and the six months ended June 30, 1998, in conformity with generally
accepted accounting principles.

DELOITTE & TOUCHE LLP

Seattle, Washington
August 25, 1998

F-2February 24, 1999

F-5

INFOSPACE.COM, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBERDecember 31, 1996 AND 1997 AND JUNE 30,and 1998

DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ ------------ --------------- ----

ASSETS
Current assets:
Cash and cash equivalents............. $ 690,174equivalents.......................... $ 324,415 $ 5,774,72414,590,634
Short-term investments, held-to-maturity (fair
market value $72,173,013)......................... -- 72,159,522
Accounts receivable, net of allowance for doubtful
accounts of $-0-,
$47,000$478,000 and $235,000, respectively... 126,574$597,000................. 467,187 897,166
Inventory............................. 4,8453,409,672
Prepaid trademark license.......................... -- 1,500,000
Prepaid expenses and other assets..... 59,334assets.................. 121,573 91,5022,126,704
Inventory.......................................... -- 3,772
---------- ----------- -----------------------
Total current assets................ 876,082assets............................. 913,175 6,768,23793,790,304
Long-term investments, held-to-maturity (fair market
value $1,252,051)................................... 1,252,438
Receivable from joint venture........................ -- 68,406
Property and equipment, net............. 195,862net.......................... 216,439 280,6871,161,936
Other long-term assets............................... -- 337,500
Investment in Joint Venture.......................... -- 370,790
Intangible assets:
Goodwill.............................. 2,343,223Goodwill........................................... 310,583 4,860,671
Purchased technology.................. 1,100,000
Other.................................technology............................... -- 800,000
Trademark.......................................... -- 290,000
Other.............................................. -- 100,000
Less:Advertising contracts.............................. 85,417 85,417
Accumulated amortization........ (86,729)
-----------amortization........................... (127,580) (859,208)
---------- ------------
Intangible assets, net.............. 3,456,494net........................... 268,420 5,276,880
---------- ----------- -----------
Total................................... $1,071,944 $ 1,129,614 $10,505,418------------
Total................................................ $1,398,034 $102,258,254
========== =========== =======================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable...................... $ 39,553payable................................... $ 85,814 $ 126,4141,586,118
Accrued expenses...................... 4,663expenses................................... 204,311 635,9555,032,450
Deferred revenues..................... 7,239revenues.................................. 50,000 202,8871,391,849
Notes payable.........................payable...................................... 30,000 --
---------- ----------- -----------------------
Total current liabilities........... 51,455liabilities........................ 370,125 965,2568,010,417
Commitments and contingencies (Note 5)
Stockholders' equity:
Preferred stock, par value $.0001--
Authorized,$.0001--Authorized,
15,000,000 shares; issued and outstanding, no
shares issued or outstanding.........
Common stock, par value $.0001--
Authorized, 30,000,000,$.0001--Authorized,
30,000,000 and 40,000,000 shares, respectively;50,000,000 shares; issued and
outstanding, 10,945,253,
11,030,253 and 13,852,741 shares,
respectively......................... 1,09521,141,802 shares..... 1,103 1,3852,114
Additional paid-in capital............ 1,471,355capital......................... 1,998,255 15,827,800107,549,046
Accumulated deficit................... (380,524) (1,077,634) (5,616,817)deficit................................ (809,214) (9,865,672)
Deferred expense-warrants.......................... -- (3,126,862)
Unearned compensation................. (71,437)compensation--Stock options............... (162,235) (672,206)(310,789)
---------- ----------- -----------------------
Total stockholders' equity.......... 1,020,489 759,489 9,540,162equity....................... 1,027,909 94,247,837
---------- ----------- -----------
Total................................... $1,071,944 $ 1,129,614 $10,505,418------------
Total................................................ $1,398,034 $102,258,254
========== =========== =======================

See notes to consolidated financial statements.

F-3F-6

INFOSPACE.COM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

PERIOD FROM MARCHPeriod from March 1, 1996 (INCEPTION) TO DECEMBER(inception) to December 31, 1996
YEAR ENDED DECEMBERand Years Ended December 31, 1997 AND THE SIX MONTHS ENDED JUNE 30,and 1998

PERIOD FROM SIX MONTHS
MARCH 1 TO YEAR ENDED ENDED
DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ --------------------- ---------- -----------

Revenues................................Revenues.................................. $ 199,372 $1,685,096 $ 2,855,0109,414,450
Cost of revenues........................revenues.......................... 96,641 347,183 543,654410,895 1,854,449
--------- ---------- -----------
Gross profit.......................... 102,731 1,337,913 2,311,3561,274,201 7,560,001
Operating expenses:
Product development....................development..................... 109,671 212,677 149,176604,339
Sales and marketing....................marketing..................... 230,774 830,054 903,2995,385,152
General and administrative.............administrative.............. 163,896 631,400 1,141,270
Amortization of purchased advertising
agreements............................ 382,188681,456 3,613,357
Write-off of in-process research and
development........................... 4,700,000development............................ -- -- 2,800,000
Settlement of litigation................ -- -- 4,500,000
--------- ---------- -----------
Total operating expenses............expense............... 504,341 2,056,319 6,893,7451,724,187 16,902,848
--------- ---------- -----------
Loss from operations....................operations.................. (401,610) (718,406) (4,582,389)(449,986) (9,342,847)
Other income, net.......................net......................... 21,086 21,296 43,206411,365
Equity in loss from Joint Venture......... -- -- (124,976)
--------- ---------- -----------
Net loss................................loss.................................. $(380,524) $ (697,110) $(4,539,183)(428,690) $(9,056,458)
========= ========== ===========
Basic and diluted net loss per share....share...... $ (0.04) $ (0.06)(0.04) $ (0.39)(0.67)
========= ========== ===========
Shares used in computing basic andnet loss
per share................................ 9,280,163 10,941,490 13,560,268
========= ========== ===========
Shares used in computing diluted net loss
per share
calculations...........................share................................ 9,280,163 10,998,157 11,572,40613,560,268
========= ========== ===========

See notes to consolidated financial statements.

F-4F-7

INFOSPACE.COM, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

PERIOD FROM MARCHPeriod from March 1, 1996 (INCEPTION) TO DECEMBER(inception) to December 31, 1996
YEAR ENDED DECEMBERand Years Ended December 31, 1997 AND THE SIX MONTHS ENDED JUNE 30,and 1998

COMMON STOCKCommon stock
----------------- PAID-IN ACCUMULATED UNEARNED
SHARES AMOUNT CAPITAL DEFICIT COMPENSATION TOTALPaid-in Accumulated Deferred Unearned
Shares Amount capital deficit expense Compensation Total
---------- ------ ------------ ----------- ----------- ------------ -----------

Balance, March 1, 1996
(inception)............ -- $ -- $ -- $ -- $ -- $ -- $ --

Common stock issued....issued..... 10,945,253 1,095 1,370,105 -- -- -- 1,371,200
Unearned compensation--
Stock options.........options.......... -- -- 101,250 -- -- (101,250) --
Compensation expense--
Stock options.........options.......... -- -- -- -- -- 29,813 29,813
Net loss...............loss................ -- -- -- (380,524) -- -- (380,524)
---------- ------ ------------ ----------- ----------- --------- -----------
Balance, December 31,
1996................... 10,945,253 1,095 1,471,355 (380,524) -- (71,437) 1,020,489

Common stock issued for
acquisition...........acquisition............ 85,000 8 292,180 -- -- -- 292,188
Unearned compensation--
Stock options.........options.......... -- -- 234,720 -- -- (234,720) --
Compensation expense--
Stock options.........options.......... -- -- -- -- -- 143,922 143,922
Net loss............... (697,110) (697,110)loss................ -- -- -- (428,690) -- -- (428,690)
---------- ------ ------------ ----------- ----------- --------- -----------

Balance, December 31,
1997................... 11,030,253 1,103 1,998,255 (1,077,634)(809,214) -- (162,235) 759,4891,027,909

Common stock and
warrants issued for
acquisition...........acquisition............ 1,499,988 150 7,902,159 -- -- -- 7,902,309
Common stock issued.... 1,322,500 132 5,278,455 5,278,587issued to
employees.............. 223,251 22 1,674,372 -- -- -- 1,674,394
Common stock issued in
initial public
offering............... 5,750,000 575 77,830,328 -- -- -- 77,830,903
Other common stock
issued to investors.... 2,362,395 236 13,438,322 -- -- -- 13,438,558
Warrants issued........issued......... -- -- 40,161 -- -- -- 40,161
Exercise of stock
options................ 275,915 28 1,016,182 -- -- -- 1,016,210
Deferred expense--
warrants............... -- -- 3,262,813 -- (3,262,813) -- --
Warrants expense........ -- -- -- -- 135,951 -- 135,951
Unearned compensation--
Stock options......... 608,770 (608,770)stock options.......... -- -- 386,454 -- -- (386,454) --
Compensation expense--
Stock options......... 98,799 98,799stock options.......... -- -- -- -- -- 237,900 237,900
Net loss............... (4,539,183) (4,539,183)loss................ -- -- -- (9,056,458) -- -- (9,056,458)
---------- ------ ------------ ----------- ----------- --------- -----------

Balance, June 30, 1998.. 13,852,741 $1,385 $15,827,800 $(5,616,817) $(672,206) $ 9,540,162December 31,
1998................... 21,141,802 $2,114 $107,549,046 $(9,865,672) $(3,126,862) $(310,789) $94,247,837
========== ====== ============ =========== =========== ========= ===========

See notes to consolidated financial statements.

F-5F-8

INFOSPACE.COM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

PERIOD FROM MARCHPeriod from March 1, 1996 (INCEPTION) TO DECEMBER(inception) to December 31, 1996
YEAR ENDED DECEMBERand Years Ended December 31, 1997 AND THE SIX MONTHS ENDED JUNE 30,and 1998

PERIOD FROM SIX MONTHS
MARCH 1 TO YEAR ENDED ENDED
DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ --------------------- --------- -----------

Operating Activities:
Net loss...............................loss................................... $(380,524) $(697,110) $(4,539,183)$(428,690) $(9,056,458)
Adjustments to reconcile net loss to net
cash provided (used) by operating
activities:
Trademark amortization..................... -- -- 1,500,000
Depreciation and amortization......other amortization........ 23,513 96,502 151,527224,270 991,749
Write-off of in-process research and
development................... 4,700,000
Amortization of purchased
advertising agreements............ 382,188development............................... -- -- 2,800,000
Compensation expense--stock options...........................options........ 29,813 143,922 98,799237,900
Warrants expense........................... -- -- 135,951
Noncash issuance of common stock........... -- -- 70,000
Noncash services exchanged.........exchanged................. -- (60,000) 25,872(7,290)
Bad debt expense...................expense........................... -- 47,000 255,812687,602
Equity in loss in joint venture............ -- -- 124,976
Loss (gain) on disposal of fixed assets............................assets.... -- 3,743 (3,771)
Cash provided (used) by changes in
operating assets and liabilities;liabilities, net of
assets acquired:acquired in business combinations:
Accounts receivable...............receivable....................... (126,574) (387,613) (685,791)
Inventory......................... 155(3,630,087)
Receivable from joint venture............. -- -- (68,406)
Inventory................................. -- -- 1,228
Prepaid expenses.................. (59,334) 30,071
Goodwillexpense and other intangible
assets...........................assets.......... (59,334) (33,152) (60,000)(2,005,130)
Other long-term assets.................... -- -- (337,500)
Other intangibles......................... -- -- (66,865)
Accounts payable..................payable.......................... 39,553 46,261 40,6011,500,305
Accrued expenses..................expenses.......................... 4,663 199,648 445,7714,805,428
Deferred revenues.................revenue.......................... 7,239 42,761 152,8871,341,849
--------- --------- -----------
Net cash provided (used)used by operating activities............activities...... (461,651) (215,850) 612,750(201,850) (978,519)
Investing Activities:
Business acquisitions, net of cash
acquired..............................acquired.................................. -- (14,000) (311,951)
Purchase of Netscape trademark............. -- -- (3,000,000)
Purchase of trademark...................... -- -- (290,000)
Purchase of property and equipment.....equipment......... (219,375) (120,822) (74,235)(1,150,807)
Investment in joint venture................ -- -- (495,767)
Proceeds from sale of fixed assets.....assets......... -- -- 4,997
Other..................................Purchase of short-term investments held-to-
maturity.................................. -- -- (72,159,522)
Purchase of long-term investments held to
maturity.................................. -- -- (1,252,438)
Other...................................... -- (29,087) --
--------- --------- -----------
Net cash used by investing activities......................activities...... (219,375) (149,909) (381,189)(163,909) (78,655,488)
Financing Activities:
Proceeds from issuance of common stock.stock to
employees................................. -- -- 1,674,394
Payment to shareholders for fractional
shares.................................... -- -- (28)
Proceeds from initial public offering...... -- -- 77,830,903
Proceeds from issuance of other common
stock to investors........................ 1,371,200 5,178,587-- 13,338,586
Proceeds from sale of warrants.........warrants............. -- -- 40,161
Proceeds from exercise of stock options.... -- -- 1,016,210
--------- --------- -----------
Net cash provided by financing activities......................activities.. 1,371,200 5,218,748-- 93,900,226
--------- --------- -----------
Net increase (decrease)Increase (Decrease) in cashCash and cash
equivalents............................Cash
Equivalents................................ 690,174 (365,759) 5,450,30914,266,219
Cash And Cash Equivalents:
Beginning of period....................period........................ -- 690,174 324,415
--------- --------- -----------
End of period..........................period.............................. $ 690,174 $ 324,415 $ 5,774,724$14,590,634
========= ========= ===========
Supplemental Disclosure of Noncash Financing
and Investing Activities:
Acquisition of membership interest of
Yellow Pages on the Internet, LLC (YPI)
through the issuance of common stock and
assumption of $90,000 payable.....payable............. $ -- $ 382,188 $ --
Acquisition of common stock of Outpost
Network, Inc. through the issuance of
common stock and warrants and assumption
of liabilities of $264,000. 7,871,000$191,000................ 7,932,000
Stock issued for legal and consulting
services.................................. 50,000
Stock issued for settlement of legal
claim..................................... 50,000
Settlement of note payable for noncash
services.................................. 30,000

See notes to consolidated financial statements.

F-6F-9

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PERIOD FROM MARCHPeriod from March 1, 1996 (INCEPTION) TO DECEMBER(inception) to December 31, 1996, YEAR ENDED
DECEMBER1996and Years Ended
December 31, 1997 AND THE SIX MONTHS ENDED JUNE 30,and 1998

NOTENote 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESSummary of Significant Accounting Policies

Description of business: InfoSpace.com, Inc. (the Company)Company or InfoSpace),
previously known as InfoSpace, Inc., a Delaware corporation, was founded in
March 1996. The Company is an aggregatora leading provider of private label solutions for
content and integrator of content services that it syndicatescommerce to a
broad network of affiliates, including existing and emerging Internet portals,
destinationWeb sites and suppliers of PCs and other Internet access devices, such
as cellular phones, pagers, screen phones, television set-top boxes, online
kiosks and personal digital assistants.appliances. The Company focuses
on real-world content, with
broad appeal, such as yellow pages and white pages, maps, classified
advertisements, real-time stock quotes, information on local businesses and
events, weather forecasts and horoscopes. The Company completed an initial
public offering in December 1998. The Company sold 5,750,000 shares of common
stock at $15.00 per share.

The Company derives revenues primarily from the sale of national and local advertising,
promotions, including content and local Internet yellow pages advertising.commerce promotions, and, to a lesser extent,
non-advertising based private label solutions.

Principles of consolidation: The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiary.subsidiary Outpost Network,
Inc. (Outpost). All significant intercompany accounts and transactions have
been eliminated. The consolidated financial information contained herein
includes the accounts of Outpost, Network, Inc. (Outpost), as of June 30,December 31, 1998, and for the period
from June 2, 1998, (acquisition date), to June 30,December 31, 1998 (see Note(Note 4).

Cash and cash equivalents: The Company considers all highly liquid debt
instruments with an original maturity of 90 days or less when purchased to be cash
equivalents. Cash and cash equivalents are carried at cost, which approximates
market.

Investments: The Company principally invests its available cash in high-
quality corporate issuers, and in debt instruments of the U.S. Government and
its agencies. At December 31, 1998, the short-term investments consist entirely
of short-term debt instruments. All debt instruments with original maturities
greater than three months from the balance sheet date are considered
investments. Investments maturing after twelve months from the balance sheet
date are considered long-term. The Company accounts for investments in
accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." The Company's short-term investments are classified as
held-to-maturity as of the balance sheet date and are reported at amortized
cost. There were no sales of such investments in 1998.

Inventory: Inventory consists primarily of cards and stamps and is stated at
the lower of cost, or market,determined on a first-in, first-out basis.basis, or market.

Property and equipment: Property and equipment are stated at cost.
Depreciation is computed under the straight-line method over the following
estimated useful lives:

Computer equipment................................................equipment............................................. 3 years
Office furniture and equipment....................................equipment................................. 7 years
Leasehold improvements......................................... Lease term

Intangible assets: Goodwill, purchased technology and other intangibles are
amortized on a straight-line basis over their estimated useful life.lives. All
goodwill and purchased technology currently recorded are amortized over five
years. The trademark is amortized over three years. Purchased
technology is amortized over fiveits remaining life of nine years and
otherfour months. Other intangibles, primarily consisting of purchased domain name
licenses, are amortized over an estimated useful life of three years.

F-10

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Other Long-lived assets: Management periodically reevaluates long-lived
assets, consisting primarily of purchased technology, goodwill, property and
equipment, to determine whether there has been any impairment of the value of
these assets and the appropriateness of their estimated remaining life. No
impairment loss has been recognized as of June 30,through December 31, 1998.

Revenue recognition: The Company's revenues are primarily derived from short-term
advertising agreements in which the Company receives a fixed fee or a fee based
on a per impression or click through basis.

Revenues from fixed fee
agreementsLocal advertising: Guaranteed minimum payments are recognized ratably over
the related contract term.term of the agreements. Revenues earned above the guaranteed minimum
payments are recognized ratably over the remaining term of the agreements.

National advertising: Revenues from contracts based on the number of
impressions displayed or click throughs provided are recognized as services are
rendered.

Promotions: Revenues from fixed fee content carriage and syndication
agreements are recognized ratably over the related contract term. For content
carriage fee contracts that are performance based with an established maximum,
the Company recognizes revenues as the services are rendered.rendered, not to exceed the
maximum amount over the fixed term.

Commerce: Transaction fees are recognized in the period the transaction
occurred and was reported to the Company by the content providers or online
merchants.

Also included in revenues are barter revenues generated from the exchange by the
Company with another company of advertising spaceexchanging
banners for reciprocal advertising
spacebanners, banners for content, or applicable goods and services.banners for print or other
advertising. Barter revenues are

F-7

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) recorded as advertising revenues at the lower
of the estimated fair market value of goods and services received or
impressions given, and are recognized when both
the Company's advertisements andare
run. For barter agreements, the reciprocal advertisements are run,Company records a receivable or goodsliability at
the end of a reporting period for the difference in the fair value of the
services provided or services are received. In cases where there is not sufficient
evidence of fair market value, no revenue is recognized.

Deferred revenues are primarily comprised of billings in excess of recognized
revenues relating to advertising agreements and payments received pursuant to
advertising agreements in advance of revenue recognition. The Company records a
liability at month-end for any shortfalls of minimum impressions or click
throughs that were not attained during the period of the agreement.

Cost of revenues: Cost of revenues consist primarily of direct personnel
expenses, content license fees, equipment depreciation, communications expense
and costs of aggregation and syndication of content, andwhich is the amounts paid
pursuant to revenue sharingrevenue-sharing arrangements. Costs associated with revenue-sharing
arrangements are accrued monthly. Fees paid for content licenses are
capitalized and amortized under the straight-line method over the license
period.

Product development: Product development expenses consist principally of
personnel costs are generally charged to
operations as incurred. Costs in this classification include thefor research, design and development of new products and enhancements of existing products. Statement of Financial
Accounting Standards (SFAS) No. 86, Accounting for the Costs of Computer
Software to be Sold, Leased, or Otherwise Marketed, requires capitalization of
certain software development costs subsequent to the establishment of
technological feasibility. Based upon the Company's product development
process, technological feasibility is established upon completion of a working
model. Costs incurredproprietary
technology used by the Company between completion of a working model and
the point at which the product is ready for general release have been
insignificant.Company.

Advertising costs: Costs for print advertising are recorded as expense the
first time an advertisement appears. Advertising costs related to electronic
impressions are recorded as expense as impressions are provided. Advertising
expense totaledtotalled $8,908, $217,798, and $217,798$1,261,338, for the years ended
December 31, 1996, and
1997, and $416,084 for the six months ended June 30, 1998, respectively.

Unearned compensation: Unearned compensation represents the unamortized
difference between the option exercise price and the deemed fair market value
of the Company's common stock for shares subject to grant at the grant date,
for options issued under the Company's stock incentive plan (see Note(Note 3). The
amortization of deferred compensation is being charged to operations and is
being amortized
over the vesting period of the options.

F-11

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Deferred expense-warrants: Deferred expense-warrants represents the fair
value of the warrants that were issued and will be expensed ratably over the
four year vesting period. The amortization of deferred warrant expense is
charged to sales and marketing expense and is amortized over the term of the
contractual agreement with AOL (see Notes 3 and 5).

Concentration of credit risk: Financial instruments that potentially subject
the Company to concentrations of credit risk consist primarily of cash
equivalents, short-term investments, and trade receivables. The Company places
its cash equivalents and investments with major financial institutions. The
Company operates in one business segment and sells advertising to various
companies across several industries. Accounts receivable are typically
unsecured and are derived from revenues earned from customers primarily located
in the United States operating in a wide variety of industries and geographic
areas. The Company performs ongoing credit evaluations of its customers and
maintains reserves for potential credit losses. For the periods ended December
31, 19961997 and 1997,1996, no one customer accounted for more than 10% of revenues. For
the six monthsyear ended June 30,December 31, 1998, one customer accounted for approximately 12%21%
of revenues. At
December 31, 1996, one customer accounted for approximately 20% of accounts
receivable and three customers accounted for approximately 42% of accounts
receivable. At December 31, 1997, one customer accounted for approximately 14%
of accounts receivable. At June 30,December 31, 1998, two customersone customer accounted for
approximately 22% and 10%27% of accounts receivable. These instruments are generally
unsecured and uninsured.

Income taxes: The Company has adopted SFAS No. 109, Accounting for Income
Taxes. Under SFAS No. 109, deferred tax assets, including net operating losses,loss
carryforwards, and liabilities are determined based on temporary differences
between the book and tax basesbasis of assets and liabilities. AThe Company believes
sufficient uncertainty exists regarding the realizability of the deferred tax
assets such that a full valuation allowance is established for deferred tax assets that are unlikely to be realized.

F-8

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)required.

Reclassifications: Certain reclassifications have been made to the 1996 and
1997 financial statements to conform with the 1998 presentation.

Reverse stock split: A one-for-two reverse stock split of the Company's
common stock was effected on August 25, 1998. All references in the financial
statements to shares, share prices, per share amounts and stock plans have been
adjusted retroactively for the one-for-two reverse stock split.

Use of estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual amounts may differ from estimates.

Recent accounting pronouncements: In June 1997 the Financial Accounting
Standards Board (FASB) issued SFAS No. 130, Reporting Comprehensive Income.
SFAS No. 130 establishes the standards for reporting comprehensive income and
its components in financial statements. Comprehensive income as defined
includes all changes in equity (net assets) during a period from non-owner
sources. Examples of items to be included in comprehensive income, which are
excluded from net income, include foreign currency translation adjustments and
unrealized gains/losses on available-for-sale securities. The disclosure
prescribed by SFAS No. 130 must be made for fiscal years beginning after
December 15, 1997. Reclassification of financial statements for earlier periods
provided for comparative purposes is required upon adoption. The Company had no
comprehensive income items to report for the period from March 1, 1996
(inception) to December 31, 1996 and the yearyears ended December 31, 1997 and the six months ended June 30,
1998.

F-12

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

information about operating segments in interim financial reports to
stockholders. SFAS No. 131 is effective for financial
statements for periods beginning after December 15, 1997. The Company will
adoptadopted the reporting requirements of SFAS No. 131 in
its financial statements for the year endingended December 31, 1998.

F-9In March 1998, the Accounting Standards Board issued Statement of Position
98-1, Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use, which is effective for fiscal years beginning after December 15,
1998. The SOP will require the capitalization of certain costs incurred after
the date of adoption in connection with developing or obtaining software for
internal use. The Company currently expenses such costs as incurred. Management
has not yet determined what the effect of SOP 98-1 will be on the Company's
consolidated financial position or results of operations.

In April 1998, the Accounting Standards Board issued Statement of Position
98-5, Reporting on the Costs of Start-Up Activities. SOP 98-5, which is
effective for fiscal years beginning after December 15, 1998, provides guidance
on the financial reporting of start-up costs and organization costs. It
requires costs of start up activities and organization costs to be expensed as
incurred. As the Company has expensed these costs historically, the adoption of
this standard is not expected to have a significant impact on the Company's
results of operations, financial position or cash flows.

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivatives and
Hedging Activities, which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives), and for hedging
activities. Because the Company has never used nor currently intends to use
derivatives, management does not anticipate that the adoption of this new
standard will have a significant effect on earnings or the financial position
of the Company.

Note 2: Balance Sheet Components

Investments at December 31, 1998 consist of the following:

Amortized Market Unrealized Unrealized
Cost Value Gain Loss
----------- ----------- ---------- ----------

Commercial paper.............. $66,668,475 $66,681,481 13,259 (253)
Municipal securities.......... 1,499,665 1,500,150 485 --
U.S. Government securities.... 5,243,820 5,243,433 -- (387)
----------- ----------- ------ ----
73,411,960 73,425,064 13,744 (640)
=========== =========== ====== ====

Maturity information is as follows:

Amortized Fair
Cost Value
----------- -----------

Within one year..................................... $72,159,522 $72,173,013
1 year through 5 years.............................. 1,252,438 1,252,051
----------- -----------
73,411,960 73,425,064
=========== ===========

F-13

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 2: BALANCE SHEET COMPONENTS(Continued)

Balance sheet components as of December 31:

DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ ------------ ----------------- ----------

Property and equipment:
Computer equipment....................equipment...................................... $207,817 $ 308,741 $ 423,695$1,390,988
Office equipment......................equipment........................................ 3,044 7,105 17,49454,366
Office furniture......................furniture........................................ 8,514 19,534 23,01377,789
Leasehold improvements.................................. 17,632
-------- --------- -------------------
219,375 335,380 464,2021,540,775
Accumulated depreciation..............depreciation................................ (23,513) (118,941) (183,515)(378,839)
-------- --------- -------------------
$195,862 $ 216,439 $ 280,687$1,161,936
======== ========= ===================
Accrued expenses:
Salaries and related expenses......... $ 2,215expenses........................... $ 33,777 $ 117,96473,577
Accrued license fees..................fees.................................... 16,736 72,60939,446
Accrued legal fees.................... 1,400fees...................................... 12,717
65,000
Accrued commissions................... 42,398commissions..................................... 120,015
Accrued taxes.........................taxes........................................... 3,890 40,00099,109
Accrued settlement costs.............. 695costs................................ 137,000 240,000
Other................................. 3534,500,000
Accrued rent............................................ 43,359
Other................................................... 191 57,984156,944
-------- --------- ---------
$ 4,663 $ 204,311 $ 635,955----------
$204,311 $5,032,450
======== ========= ===================

NOTENote 3: STOCKHOLDERS' EQUITYStockholders' Equity

Authorized shares: At incorporation, the Company was authorized to issue
25,000,000 shares, consisting of 20,000,000 shares of common stock with a par
value of $.0001 per share and 5,000,000 shares of preferred stock with a par
value of $.0001 per share. The preferred stock may be issued in one or more
series.

On June 17, 1996, the Certificate of Incorporation was amended to increase
the authorized number of shares of all classes of Company stock to 45,000,000
shares, consisting of 30,000,000 shares of common stock with a par value of
$.0001 per share and 15,000,000 shares of preferred stock with par value of
$.0001 per share.

On May 1, 1998, the Certificate of Incorporation was amended to increase the
authorized number of shares of all classes of Company stock to 55,000,000
shares, consisting of 40,000,000 shares of common stock with a par value of
$.0001 per share and 15,000,000 shares of preferred stock with a par value of
$.0001 per share.

On August 25, 1998, the Board of Directors approved and the Company effected
a one-for-two reverse stock split of the Company's common stock. All references
in the financial statements to shares, share prices, per share amounts and
stock plans have been adjusted retroactively for the one-for-two reverse stock
split.

OnAlso, on August 25, 1998, the Company filed a Restated Certificate of
Incorporation. The effect was to change the authorized number of all classes of
Company Stockstock to 65,000,000 shares, consisting of 50,000,000 shares of common
stock with a par value of $.0001 per share and 15,000,000 shares of preferred
stock with a par value of $.0001 per share after giving effect to the one-for-twoone-for-
two reverse stock split.

Restated 1996 Flexible Stock Incentive Plan: On June 3, 1998, the Board of
Directors approved the Restated 1996 Flexible Stock Incentive Plan (the Plan).
The Plan provides employees (including officers and directors who are
employees) of the Company an opportunity to purchase shares of stock pursuant
to

options

F-10F-14

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)(Continued)

options which may qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended (the Code), and employees, officers,
directors, independent contractors and consultants of the Company an
opportunity to purchase shares of stock pursuant to options which are not
described in Section 422 of the Code (nonqualified stock options). The Plan
also provides for the sale or bonus of stock to eligible individuals in
connection with the performance of service for the Company. Finally, the Plan
authorizes the grant of stock appreciation rights, either separately or in
tandem with stock options, which entitle holders to cash compensation measured
by appreciation in the value of the stock. Not more than 2,500,0003,000,000 shares of
stock shall be available for the grant of options or the issuance of stock
under the Plan. If an option is surrendered or for any other reason ceases to
be exercisable in whole or in part, the shares which were subject to option but
on which the option has not been exercised shall continue to be available under
the Plan. The Plan is administered by the Board of Directors. Options granted
under the Plan typically vest over four years, 25% one year from the date of
grant and ratably thereafter on a monthly basis. Additional options have been
granted to retain certain existing employees, which options vest monthly over
four years.

On June 13,3, 1998, the Board of Directors approved the Option Exchange Program
and the Option Replacement Program, allowing employees of the Company to
exchange their nonqualified stock options for incentive stock options.
Nonqualified stock options to purchase a total of 376,876362,553 shares were exchanged
for incentive stock options to purchase the equivalent number of shares with an
exercise price equal to the fair market value at the date of exchange.

Included in the table below as outstanding at June 30,December 31, 1998, are options
to purchase 290,62439,669 shares that were issued outside of the Plan, 269,37420,294 of which
were exercisable as of June 30,December 31, 1998.

Activity and price information regarding the options are summarized as
follows:

WEIGHTED
AVERAGE
EXERCISE
OPTIONS PRICEWeighted average
Options exercise price
--------- ------------------------

Outstanding, March 1, 1996 (inception)................................. -- $ --
Granted................................................ 1,012,500 0.12Granted........................................... 1,031,731 0.13
---------
Outstanding, December 31, 1996........................... 1,012,500 0.12
Granted................................................ 350,500 3.081996...................... 1,031,731 0.13
Granted........................................... 351,250 3.07
---------
Outstanding, December 31, 1997........................... 1,363,000 0.88
Granted................................................ 706,375 3.05
Cancelled.............................................. (376,876) 1.57
Forfeited.............................................. (5,375) 0.231997...................... 1,382,981 0.87
Granted........................................... 1,983,602 10.30
Cancelled......................................... (362,553) 1.53
Exercised......................................... (275,915) 3.68
Forfeited......................................... (78,375) 4.30
---------
Outstanding, June 30, 1998............................... 1,687,124 1.64December 31, 1998...................... 2,649,740 7.45
=========
Options exercisable, June 30, 1998....................... 834,076 1.35December 31, 1998.............. 754,733 1.32
=========

Information regarding stock option grants during the period from March 1
(inception) to December 31, 1996, the yearyears ended December 31,
1997 and the
six months ended June 30, 1998, is summarized as follows:

MARCHPeriod from
March 1, TO YEAR ENDED SIX MONTHS ENDED
DECEMBER1996 to Year ended Year ended
December 31, 1996 DECEMBERDecember 31, 1997 JUNE 30,December 31, 1998
------------------------- ------------------------- -------------------------
WEIGHTED WEIGHTED WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
EXERCISE FAIR EXERCISE FAIR EXERCISE FAIR
SHARES PRICE VALUE SHARES PRICE VALUE SHARES PRICE VALUE---------------------------
Weighted Weighted Weighted Weighted Weighted Weighted
Average Average Average Average Average Average
exercise fair exercise fair exercise fair
Shares price value Shares price value Shares price value
------- -------- -------- ------- -------- -------- ---------------- -------- --------

Exercise price exceeds
market price........... 50,00055,000 $2.00 $0.02$0.04 250,000 $4.004.00 $ -- -- $ -- $ --
Exercise price equals
market price........... 900,000 0.02 447,375 4.03 1.01-- -- -- 1,724,602 11.64 2.65
Exercise price is less
than market price. 62,500 0.02 1.63 100,500 0.78 2.65price...... 76,731 0.05 1.60 101,250 0.77 2.66 259,000 1.37 2.75

F-11F-15

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)(Continued)

The Company has elected to follow the measurement provisions of Accounting
Principles Board (APB) Opinion No. 25, under which no recognition of expense is
required in accounting for stock options granted to employees for which the
exercise price equals or exceeds the fair market value of the stock at the
grant date. In those cases where options have been granted when the option
price is below fair market value, the Company recognizes compensation expense
over the vesting period using the aggregated percentage of compensation accrued
method as prescribed by Financial Standards Accounting Board Interpretation No.
28. Compensation expense of $29,813, $143,922, and $98,799$237,900, was recognized
during the period from March 1, 1996 (inception) to December 31, 1996, and the
yearyears ended December 31, 1997 and the six months ended June 30, 1998, respectively, for options granted with
exercise prices less than grant date fair market value.

To estimate compensation expense which would be recognized under SFAS No.
123, Accounting for Stock-based Compensation, the Company uses the modified
Black-Scholes option-pricing model with the following weighted-average
assumptions for options granted through June 30,December 31, 1998: risk-free interest
rate ranging from 5.39%4.24% to 6%,; expected dividend yield of -0-0-%; no volatility;volatility
(prior to becoming a public company); and an expected life of six years.

Had compensation expense for the Plan been determined based on fair value at
the grant dates for awards under the Plan consistent with SFAS No. 123,
Accounting for Stock-Based Compensation, the Company's net losses for the
periods presentedperiod from March 1, 1996 (inception) to December 31, 1996 and the years ended
December 31, 1997 and 1998, and, would have been adjusted to the following pro
forma amounts:

SIX MONTHS
MARCH 1 TO YEAR ENDED ENDED
DECEMBER 31, DECEMBER 31, JUNE 30,
1996 1997 1998
------------ --------------------- --------- -----------

Net loss as reported...............reported........................ $(380,524) $(697,110) $(4,539,183)$(428,690) $(9,056,458)
Net loss--Pro forma................loss, pro forma......................... (380,859) (698,600) (4,567,851)(430,180) (9,472,322)
Basic and diluted net loss per share--Pro forma..................share, pro forma......... (0.04) (0.06) (0.40)(0.04) (0.70)

Additional information regarding options outstanding as of June 30,December 31, 1998,
is as follows:

OPTIONS OUTSTANDING OPTIONS EXERCISABLEOptions outstanding Options exercisable
-------------------------------- --------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
EXERCISE PRICES OUTSTANDING LIFE (YRS.Weighted
average Weighted Weighted
remaining average average
Range of Number contractual exercise Number exercise
exercise prices outstanding life (yrs.) PRICE EXERCISABLE PRICEprice exercisable price
--------------- ----------- ----------- -------- ----------- --------

$0.02............... 1,003,124 7.83 $0.02 554,785982,938 7.31 $0.02 3.00............... 5,125 9.35 3.00 1.25 3.00
4.00-6.00.......... 678,875 6.11 4.02 279,166636,740 $0.02
0.20 14,231 7.67 0.20 14,231 0.20
2.00-3.00 22,323 8.28 2.45 12,375 2.00
4.00-6.00 346,698 8.93 4.04 37,458 4.00
7.50-8.00 116,500 9.56 7.76 -- --
12.00-15.00 1,165,050 9.93 14.81 53,929 15.00
47.06 2,000 10.00 47.06 -- --
--------- ---- -------
1,687,124 7.14 1.64 834,076 1.352,649,740 8.78 $7.45 754,733 $1.32
========= ==== =======

At June 30,December 31, 1998, 1,103,500381,950 shares were available for future grants under
the Plan.

F-16

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

In connection with the May and August 1998 private placement offering, the
Company issued warrants to purchase 2,028,5232,063,836 shares of common stock to five
unrelatedthird-party participants for consulting services performed in private placement offerings.identifying,
structuring and negotiating future financings. These warrants expire onbetween
May 21, 2008 and August 6, 2008. The exercise prices are as follows:

SHARES PRICEShares Price
------ ------

1,081,879...........................................................1,100,712.............................. $ 4.00
473,322...........................................................481,562.............................. 6.00
473,322...........................................................481,562.............................. 10.00

In July 1998, the Company issued warrants to purchase 477,967 shares of
common stock at an exercise price of $0.02 to a former consultant in
conjunction with the acquisition of Outpost (Note 5). These warrants expire on
October 30, 2002.

On August 24, 1998, the Company issued to AOL warrants to purchase up to
989,916 shares of common stock, which warrants vest in 16 equal quarterly
installments over four years, conditioned on the delivery by AOL of a minimum
number of searches each quarter on the Company's white pages directory service.
The warrants have an exercise price of $12.00 per share.

Stock purchase rightrights plan: On June 26, 1998, the Board of Directors approved
the InfoSpace, Inc. Stock Purchase RightRights Plan. The plan is offered to
employees of the Company and its subsidiaries. The purpose of

F-12

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) the plan is to
provide an opportunity for employees to invest in the Company and increase
their incentive to remain with the Company. A maximum of 1,000,000500,000 shares of
common stock are available for issuance under the plan. During July 1998, the
Company offered shares to employees under the plan, resulting in the sale of
223,251 shares at $7.50 per share. NOTEThe plan was terminated on August 24, 1998.

1998 Employee Stock Purchase Plan: The Company adopted the 1998 Employee
Stock Purchase Plan (the ESPP) in August 1998. The ESPP was implemented upon
the effectiveness of the initial public offering. The ESPP is intended to
qualify under Section 423 of the Code, and permits eligible employees of the
Company and its subsidiaries to purchase common stock through payroll
deductions of up to 15% of their compensation. Under the ESPP, no employee may
purchase common stock worth more than $25,000 in any calendar year, valued as
of the first day of each offering period. In addition, owners of 5% or more of
the Company's or subsidiary's common stock may not participate in the ESPP. An
aggregate of 450,000 shares of common stock are authorized for issuance under
the ESPP.

The ESPP was implemented with six-month offering periods, with the first such
period commencing upon the effectiveness of the initial public offering and
ending June 30, 1999. Thereafter, offering periods will begin on each January 1
and July 1. The price of common stock purchased under the ESPP will be the
lesser of 85% of the fair market value on the first day of an offering period
and 85% of the fair market value on the last day of an offering period, except
that the purchase price for the first offering period will be equal to the
lesser of 100% of the initial public offering price of the common stock offered
hereby and 85% of the fair market value on June 30, 1999. The ESPP does not
have a fixed expiration date, but may be terminated by the Company's Board of
Directors at any time. No shares have been issued under the ESPP as of December
31, 1998.

Note 4: BUSINESS COMBINATIONSBusiness Combinations

YPI: On May 16, 1997, the Company acquired all outstanding Membership
Interest Units of YPI, a limited liability company. YPI operations began to be
included in the Company's financial statements on the effective date of the
acquisition, May 1, 1997. The YPI advertising agreements provided yellow pages

F-17

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

directory publishers with an Internet distribution channel and had terms of one
month to one year. YPI is a yellow pages sales consortium business. In
conjunction with the acquisition, the Company acquired certain advertising
agreements all of which expired by December 31,
1997, and assumed a note payable for $90,000.

In connection with the acquisition of YPI during May 1997, 1,000,000 shares
of common stock were placed into an escrow account. The aggregate number of
shares of the escrow stock to be delivered was derived from revenues generated
by the business during the measurement period. On January 2, 1998,Before December 31, 1997, the
number of shares wereto be released from escrow was finalized and a total of 85,000
escrow shares were issued to the seller.sellers on January 2, 1998. These shares were
included in the calculation of basic earnings per share as of January 1, 1998,
and in the calculation of diluted earnings per share as of the effective date
of acquisition, May 1, 1997. The remaining 915,000 common shares were returned
to the Company for cancellation. The Company acquired YPI primarily to obtain
rights to its advertising agreements and the services of its founder to further
develop the Company's business. This transaction has been accounted for in the
accompanying financial statements as a purchase of advertising rights based on
the fair value of Company shares issued and liabilities assumed for $382,000.
Initial advertising agreements have expired and renewals are insignificant;
therefore the Company has expensed all related costs. YPI's shareholders have represented that YPI
had no significant operations and that detailed YPI financial information is
not available.

The allocation of purchase price, as determined after the release of shares
from escrow was finalized, is summarized as follows:

BOOK AND
FAIR
VALUEBook and
fair
value
--------

Book value of net liabilities acquiredassumed at cost...................cost................. $(90,000)
Fair value adjustments:
Fair value of purchased advertising contracts acquired................... 396,000contracts............... 85,417
--------
$306,000
========
Purchase price:
Fair value of net assets acquired............................. (4,583)
Purchase price:
Acquisition costs........................................... 14,000
Fair value of 85,000 shares issued for membership interest units...... $292,000
Acquisition expenses............................................. 14,000issued.......................... 292,000
--------
$306,000Excess of purchase price over net assets acquired, allocated
to goodwill (amortized over five years)...................... $310,583
========

Outpost Network, Inc.: On June 2, 1998, the Company acquired all of the
common stock of Outpost, a privately held company, for a purchase consideration
of 1,499,988 shares of the Company's common stock, cash of $35,000, assumed
liabilities of $264,000, and acquisition expenses of $1,957,000. In conjunction
with the acquisition, the Company was required to issue warrants valued at
$1,902,000 to a former consultant, which are included in acquisition costs. The
exercise price of the warrants was specified in the consulting agreement
between the Company and the former consultant dated October 30, 1997. Pursuant
to this agreement, the former consultant rendered advice to the Company
regarding the structure and terms of the Outpost merger and the warrants were
earned based on the completion of the merger. Therefore, the warrant value was
determined on June 2, 1998, the effective date of the merger. The transaction
was accounted for as a purchase for accounting purposes.

F-13F-18

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)(Continued)

The allocation of purchase price is summarized as follows:

BOOK AND
FAIR VALUEBook and
fair value
----------

Book value of net liabilities acquiredassumed at cost..................cost............... $ (191,000)
Fair value adjustments:
Fair value of purchased technology, including in-process
research and development..................................... 5,800,000development................................. 3,600,000
Fair value of assembled workforce.............................workforce......................... 40,000
----------
Fair value of net assets acquired............................... 5,649,000acquired........................... 3,449,000
Purchase price:
Cash paid.....................................................paid................................................. 35,000
Fair value of shares issued...................................issued............................... 6,000,000
Acquisition costs (including the warrants issued with a
fair value of $1,902,000)......................................................................... 1,957,000
----------
Excess of purchase price over net assets acquired, allocated
to Goodwillgoodwill (amortized over threefive years).......................... $2,343,000.................... $4,543,000
==========

The $5,800,000$3,600,000 value of purchased technology includes purchased in-process
research and development for future InfoSpace products. Generally accepted
accounting principles require purchased in-process research and development
with no alternative future use to be recorded and charged to expense in the
period acquired. Accordingly, the results of operations for the six monthsyear ended
June 30,December 31, 1998, include the write-off of $4,700,000$2,800,000 of purchased in-process
research and development. The remaining $1,100,000$800,000 represents the purchase of
core technology and existing products which are being amortized over an
estimated useful life of five years.

The following unaudited pro forma information shows the results of the
Company for the yearyears ended December 31, 1997,1998 and the six months ended June
30, 1998,1997, as if the acquisition
of Outpost Network, Inc. occurred on January 1, 1997. The pro forma information includes
adjustments relating to the financing of the acquisition, the effect of
amortizing goodwill and other intangible assets acquired, as well as the related tax effects, and assumes that
Company shares issued in conjunction with the acquisition were outstanding as
of January 1, 1997. The pro forma results of operations are unaudited, have
been prepared for comparative purposes only, and do not purport to indicate the
results of operations which would actually have occurred had the combination
been in effect on the date indicated or which may occur in the future:

SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,(unaudited)
1997 1998
---------------------- -----------
(UNAUDITED) (UNAUDITED)

Revenues........................................Revenue.......................................... $1,915,990 $ 1,931,020 $ 2,786,2999,333,459
Net loss........................................ (2,322,112) (5,034,703)loss......................................... (3,130,332) (10,551,855)
Basic and diluted net loss per share............ (0.19) (0.39)share............. (0.25) (0.74)

NOTENote 5: COMMITMENTS AND CONTINGENCIESCommitments and Contingencies

The Company has noncancellable operating leases for corporate facilities. The
leases expire through 2003. Rent expense under operating leases totalled
$36,000, $83,000, and $41,000,$179,000, for the period from March 1, 1996 (inception)
to December 31, 1996 and the yearyears ended December 31, 1997 and the six months
ended June 30, 1998,
respectively. F-14The Company also has noncancellable carriage fee agreements with
certain affiliates.

F-19

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)(Continued)

Future minimum rental payments required under noncancellable operating leases
are as follows for the years ending December 31:

July 1 to December 31, 1998....................................1999........................................................... $ 92,587
1999........................................................... 248,296307,576
2000........................................................... 212,040308,184
2001........................................................... 222,080314,160
2002........................................................... 236,136269,511
2003........................................................... 137,746179,131
----------
$1,148,885$1,378,562
==========

Future payments required under noncancellable affiliate carriage fee
agreements are as follows for the years ending December 31 (see Note 9--
Subsequent Events):31:

July 1 to December 31, 1998...................................1999.......................................................... $ 1,558,333
1999.......................................................... 4,516,6675,830,141
2000.......................................................... 2,825,0002,807,143
2001.......................................................... 1,750,000
2002.......................................................... 750,000
-----------
$11,400,000$11,137,284
===========

On April 15,Trademark license agreements: Effective as of July 1, 1998, a former employeethe Company
entered into two trademark license agreements with Netscape Communications
Corporation (Netscape) to license two of Netscape's trademarks for one-time
nonrefundable license fees totalling $3,000,000. The trademark license fees
were capitalized and will be amortized over one year, the expected useful life
of the trademarks.

Directory services agreements: The Company filedentered into two directory
services agreements with Netscape effective as of July 1, 1998. Under these
agreements, which provide for a complaintone-year term, with automatic renewal, the
Company serves as the exclusive provider of co-branded yellow pages and white
pages directory services on the Netscape home page (Netcenter). Netscape has
guaranteed the Company a minimum level of use of the Company's yellow pages and
white pages directories, and the Company has agreed to pay Netscape a carriage
fee each quarter equal to the product of (x) the cost per click through as
specified in the Superior Courtapplicable directory services agreement and (y) the number of
click throughs delivered by Netscape, up to a specified maximum. The Company
accrues monthly a liability for Santa Clara County, California allegingthe estimated click throughs delivered.
Netscape reports the number of click throughs by month on a quarterly basis and
invoices the Company on a quarterly basis. Payments to Netscape will be
recorded as sales and marketing expenses during the quarter in which the click
throughs occur. This minimum payment is included in the noncancellable
affiliate carriage fee payments disclosed above. The Company expects Netscape
to meet the minimum guaranteed click throughs during the period of the
directory services agreements. In the event that heNetscape fails to deliver the
guaranteed minimum number of click throughs, Netscape has agreed to either
continue the link to the Company's content services beyond the term of the
agreement until the guaranteed minimum click throughs have been achieved or
deliver to the Company a program of equivalent value as a remedy for the
shortfall in click throughs. Netscape and the Company will share advertising
revenue generated from a search of the Company's directory services initiated
on Netscape's home page.

White pages and classifieds agreements: On August 24, 1998, the Company
entered into agreements with America Online, Inc. (AOL) to provide white pages
directory and classifieds information services to AOL. Pursuant to the white
pages directory services agreement, the Company has agreed to provide to AOL
white pages listings and directory service. The Company is required to pay to
AOL a quarterly carriage fee, the retention of which is conditioned on the
quarterly achievement of a minimum number of searches on

F-20

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

the AOL white pages site. The quarterly carriage fee is paid in advance at the
beginning of the quarter in which the searches are expected to occur and is
recorded as a prepaid expense in the quarter it is paid. The fee is refundable
if the minimum number of searches on the AOL white pages site for such quarter
is not achieved. In addition, AOL has guaranteed to the Company a minimum
number of searches over the term of the agreement. In the event that AOL does
not deliver the guaranteed minimum number of searches over the term of the
agreement, AOL has agreed to pay to the Company a cash penalty payment. The
Company will share with AOL revenues generated by advertising on the Company's
white pages directory services delivered to AOL. The Company is entitled to a
greater percentage of advertising revenues than is AOL if the amount of such
revenues received by the Company is less than the carriage fees paid to AOL.

The Company has agreed to provide white pages directory services to AOL for a
three-year term beginning on November 19, 1998, which term may be extended for
four additional one-year terms at AOL's discretion. The agreement may be
terminated by AOL for any reason after 18 months or at any time upon the
acquisition by AOL of a competing white pages directory services business. In
the event of any such termination, AOL is required to pay a termination fee to
the Company. In addition, without the payment of a termination fee, AOL has the
right to purchaseterminate the agreement in connection with his employment sharesthe event of Common Stock
representing up to 5%a change of the equity of the Company as of an unspecified date.
In addition, the former employee is also seeking compensatory damages, plus
interest, punitive damages, emotional distress damages and injunctive relief
preventing any capital reorganization or sale that would cause the plaintiff
not to be a 5% owner of the equitycontrol of the
Company.

The Company removedhas agreed to provide classifieds information services to AOL for
a two-year term, with up to three one-year extensions at AOL's discretion. AOL
has agreed to pay to the Company a quarterly fee and will share with the
Company revenues generated from payments by individuals and commercial listing
services for listings on the AOL classifieds service.

Pursuant to the terms of these agreements, the Company has granted AOL the
right to negotiate with the Company exclusively and in good faith for a period
of 30 days with respect to proposals or discussions that would result in a sale
of a controlling interest of the Company or other merger, asset sale or other
disposition that effectively results in a change of control of the Company.

In connection with the agreements, on August 24, 1998, the Company issued to
AOL warrants to purchase up to 989,916 shares of common stock, which warrants
vest in 16 equal quarterly installments over four years, conditioned on the
delivery by AOL of a minimum number of searches each quarter on the Company's
white pages directory service. The warrants have an exercise price of $12.00
per share.

The revenue and revenue sharing under the agreements with AOL will be
accounted for under the Company's existing revenue recognition policies
described in these notes. The Company expects AOL to meet the minimum number of
searches each quarter. Accordingly, the total carriage fee payments to be made
under the white pages directory services agreement will be recognized ratably
over the term of the agreement as sales and marketing expense. However, if AOL
does not deliver the minimum searches on the AOL white pages during that
quarter, then AOL is obligated to refund the quarterly carriage fee paid for
that specific quarter, in which case the Company would credit prepaid expense
and reduce the total cost of the white pages directory services agreement by
the amount of the refund. The adjusted total cost of the agreement would be
recognized ratably over the remaining term of the agreement as sales and
marketing expense, which term would include the quarter in which AOL did not
deliver the minimum number of searches. For at least the first two years of the
white pages agreement, the Company expects that actual carriage fee payments
will exceed the sales and marketing expense recorded for the quarter in which
the payment is made. As such, the Company expects to experience increases in
its prepaid expense account during this time. These fees are included in the
noncancellable affiliate carriage fee payments disclosed above. Any termination
fee paid to the Company by AOL will be recognized as revenue when paid. The
warrants were valued using the fair value method, as required under SFAS No.
123. The fair value of the

F-21

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

warrants was approximately $3,300,000 at the date of grant, and is being
amortized ratably over the four-year vesting period. The underlying assumptions
used to determine the value of the warrants are an expected life of six years
and a 5.5% risk-free interest rate.

Litigation: On December 7, 1998, a complaint was filed against the Company on
behalf of an alleged former employee in Superior Court for Suffolk County in
the Commonwealth of Massachusetts alleging that he was terminated without cause
and that he entered into an agreement with us that entitles him to an option to
purchase 2,000,000 shares of common stock or 10% of the Company's equity. The
complaint alleges breach of contract, breach of the covenant of good faith,
breach of fiduciary duty, misrepresentation, promissory estoppel, intentional
interference with contractual relations and unfair and deceptive acts and
practices, seeking specific performance of the alleged agreement for 10% of the
Company's equity, damages equal to the value of 10% of the Company's equity,
punitive damages and attorneys' fees and costs and treble damages under the
Massachusetts Consumer Protection Act (Mass. G.L. Chapter 93A). (The Company
believes the alleged former employee's claims do not reflect the one-for-two
reverse stock split of the Common Stock consummated in August 1998.) On January
7, 1999, the suit was removed to the FederalUnited States District Court for the
District of Northern California and
a motion to transfer the litigation to the Western District of Washington is
pending. The Company has answered the complaint and denied the claims.Massachusetts. Nevertheless, while the Company believes its defenses to the former employee's
claims are meritorious, litigation is inherently uncertain and
there can be
no assurance that the Company willmay not prevail in thethis suit. As of June 30, 1998,
the Company has accrued a liability of $240,000 for estimated settlement and
defense costs. To the extent that the Company is
required to issue shares of Common
Stockcommon stock or options to purchase Common Stockcommon stock as
a result of the suit, the Company would recognize an expense equal to the
number of shares issued multiplied by the fair value of the Common Stockcommon stock on the
date of issuance, less the exercise price of any options required to be issued, to the extent that this amount
exceeds the expense already accrued at June 30, 1998.issued.
This could have a material adverse effect on the Company's results of
operations, and any such issuances would be dilutive to existing stockholders. The exercise pricestockholders,
the dilutive impact of anywhich may be mitigated to the extent it is offset by
shares of common stock in an escrow account established by the Company's Chief
Executive Officer.

On December 23, 1998, the Company initiated litigation against Internet
Yellow Pages, Inc., or IYP, by filing suit in United States District Court for
the Western District of Washington. On February 3, 1999, the Company served a
first amended complaint on IYP and Greg Crane, an agent of IYP, in which the
Company asserted claims for (a) account stated, (b) breach of contract, and (c)
fraud. Neither IYP nor Crane have answered our complaint. On February 11, 1999,
however, the Company was served with a complaint filed by IYP in Arizona
Superior Court for Maricopa County, which complaint was filed on February 3,
1999. In its complaint, IYP asserts causes of action for breach of contract,
fraud, extortion, and racketeering under Arizona Revised Statutes, Section 13-
2301(D)(l) and (t), and seeks relief consisting of $1,500,000 and other
unquantified money damages, punitive damages, treble damages under Arizona
Revised Statutes, Sec. 13-2314.04, and attorney's fees. The Company is
currently investigating the claims and believe it has meritorious defenses to
such claims. Nevertheless, litigation is uncertain and the Company may benot
prevail in this suit.

On February 24, 1999, the Company received a letter from counsel for a former
content provider claiming that it is entitled to an option to acquire up to 5%
of InfoSpace.com. The Company reviewed the claim and believe that it is
entirely without merit. The Company responded to the counsel accordingly in a
letter dated March 4, 1999 and intend to vigorously defend any suit if filed.
To the extent that the Company is required to issue shares of its common stock
or options to purchase common stock as a result of the suitclaim, the Company would
recognize an expense equal to the number of shares issued multiplied by the
fair value of the Company's common stock on the date of issuance, less the
exercise price of any options required to be issued. This could harm the
Company's results of operations, and any such issuances would be dilutive to
existing stockholders, the impact of which may be mitigated to the extent it is
unknown, but could
be as low as $0.01 per share.

F-15offset by shares of common stock in the escrow account described below in this
section. See Note 6 of our Notes to Consolidated Financial Statements.

Settlement of Litigation: On February 22, 1999, the Company reached a
settlement with a former employee. Under the terms of the settlement the former
employee will receive a cash payment of

F-22

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NOTE(Continued)

$4.5 million. The Company had previously accrued a liability of $240,000 for
estimated settlement costs. Accordingly, the Company has recorded an additional
expense of $4,260,000 for the difference between the accrued liability and the
actual settlement amount. As this subsequent event was settled after December
31, 1998 but prior to the issuance of the financial statements, the additional
expense has been recorded in the fourth quarter of 1998.

Contingencies: In the Company's early stage of development, the Company did
not clearly document arrangements with employees and consultants, including
matters relating to the issuance of stock options. As a result of this
incomplete documentation, the Company may receive claims in the future
asserting rights to acquire common stock.

Note 6: INCOME TAXESIncome Taxes

No provision for federal income tax has been recorded as the Company has
incurred net operating losses through June 30,December 31, 1998. The tax effects of
temporary differences and net operating loss carryforwards that give rise to
the Company's deferred tax assets and liabilities are as follows:

DECEMBER 31,
-------------------- JUNE 30,
1996 1997 1998
--------- --------- ---------------------

Deferred tax assets:
Net operating loss carryforward.........carryforward........................ $ 111,000106,000 $ 228,000 $ 99,00036,000
Intangible amortization................. 10,000 10,000 1,542,000amortization................................ 37,000 60,000
Compensation expense--Stock options..... 10,000expense--stock options.................... 59,000 88,00059,000
Allowance for bad debt..................debt................................. 16,000 80,000203,000
Litigation accrual......................accrual..................................... 47,000 84,0001,530,000
Other, net.............................. 1,000 2,000 6,000net............................................. 10,000 34,000
Warrants............................................... 46,000
Deferred revenue....................................... 473,000
--------- --------- ---------------------
Gross deferred tax assets............. 132,000 362,000 1,899,000assets............................ 275,000 2,441,000
Deferred tax liabilities:
Depreciation............................ 4,000 20,000 17,000
Other................................... 1,000Purchased technology................................... 252,000
Prepaid advertising.................................... 113,000
Depreciation........................................... 2,000 13,000
Other.................................................. 2,000
--------- --------- ---------------------
Gross deferred tax liabilities........ 5,000 20,000 17,000liabilities....................... 4,000 378,000
--------- --------- ---------------------
Net deferred tax assets............... 127,000 342,000 1,882,000assets.............................. 271,000 2,063,000
Valuation allowance....................... (127,000) (342,000) (1,882,000)allowance...................................... (271,000) (2,063,000)
--------- --------- ---------------------
Deferred tax balance...................... $ --balance..................................... $ -- $ --
========= ========= =====================

At December 31, 1996 and 1997 and June 30, 1998, the Company fully reserved its deferred tax
assets. The Company believes sufficient uncertainty exists regarding the
realizability of the deferred tax assets such that a full valuation allowance
is required. The net change in the valuation allowance during the period from March 1 to December 31, 1996, the yearyears ended
December 31, 1997 and the six months ended June 30, 1998, was an increase of $127,000,
$215,000,$144,000 and $1,456,000,$1,792,000, respectively.

At June 30, 1998, the Company has tax
basis federal net operating loss carryforwards of $290,000, which expire
beginning in 2012.

NOTENote 7: NET LOSS PER SHARENet Loss Per Share

The Company has adopted SFAS No. 128, Earnings per Share. Basic earnings per
share is computed using the weighted average number of common shares
outstanding during the period. Diluted earnings per share is computed using the
weighted average number of common and common equivalent shares outstanding
during the period. Common equivalent shares consist of the incremental common
shares issuable upon conversion of the exercise of stock options and warrants
(using the treasury stock method).

F-23

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Common equivalent shares are excluded from the computation if their effect is
antidilutive. The Company had a net loss for all periods presented herein;
therefore, none of the options and warrants outstanding during each of the
periods presented, as discussed in Note 3,4, were included in the computation of
diluted earningsloss per share as they were antidilutive. NOTEOptions and warrants to
purchase a total of 1,012,500, 1,363,000, and 6,181,459 shares of common stock
were excluded from the calculations of diluted loss per share for the period
from March 1 to December 31, 1996, and the years ended December 31, 1997 and
1998, respectively. 85,000 contingently issuable shares of common stock have
been excluded from the calculation of basic earnings per share for the year
ended December 31, 1997 (Note 4).

Note 8: RELATED PARTY TRANSACTIONSInformation on Products and Services

In June 1997, the FASB issued SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information. SFAS No. 131 establishes standards for the
way that companies report information about operating segments in annual
financial statements. It also establishes standards for related disclosures
about products and services, geographic areas, and major customers as well as
the reporting of selected information about operating segments in interim
financial statements for the year ended December 31, 1998. The adoption of SFAS
No. 131 did not have a material effect on the Company's primary consolidated
financial statements but did affect the Company's disclosures.

The Company generates substantially all of its revenues through common,
aggregated and integrated content delivered through a common physical
infrastructure, and therefore the Company has only one reportable segment.
Substantially all revenues are generated from domestic sources. All Company
long-lived assets are physically located within the United States.

Total operating expenses are controlled centrally based on established
budgets by operating department. Operating departments include product
development, sales and marketing, account management and customer service, and
finance and administration. Assets, technology, and personnel resources of the
Company are shared and utilized for all of the Company's service offerings.
These resources are allocated based on contractual requirements, the
identification of enhancements to the current service offerings, and other non-
financial criteria. The Company does not prepare operating statements by
revenue source. The Company does not account for, and does not report to
management, its assets or capital expenditures by revenue source.

Revenue Information

Revenues are derived from three revenue sources: advertising, promotions, and
non-advertising based private label solutions. Advertising revenue includes
national and local advertising, and classifieds. Promotions revenue includes
content carriage and syndication. Other revenues include technology licensing,
co-brand fees, and e-commerce transactions. Contracts with customers often
include revenue from more than one revenue source.

Year Ended December 31,
------------------------------
1998 1997 1996
---------- ---------- --------

Advertising revenues........................ $7,321,752 $1,465,354 $168,679
Promotions revenues......................... 1,620,924 189,106 10,000
Other revenues.............................. 471,774 30,636 20,693
---------- ---------- --------
Total revenues.............................. $9,414,450 $1,685,096 $199,372
========== ========== ========

Customer Information

For the year ended December 31, 1998, one customer accounted for
approximately 21% of revenues. For the periods ended December 31, 1997 and
1996, no one customer accounted for more than 10% of revenues.

F-24

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 9: Related-party transactions

During the years ended December 31, 1998 and 1997, and the period from March
1, 1996 (inception) to December 31, 1996, the year ended December 31, 1997, and the six months ended June 30, 1998, the
Company sold advertising to other
entities in which the Company's presidentchief executive officer has equity interests
resulting in revenues of $10,000,$19,269, $200,000, and $145,000,$10,000, respectively.

F-16

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 9: SUBSEQUENT EVENTSNote 10: Investment in Joint venture agreement:Venture

On July 16, 1998, the Company established InfoSpace Investments, Ltd., a
wholly owned subsidiary incorporated in England and Wales. On July 16, 1998,
the Company and InfoSpace Investments, Ltd. entered into a joint venture
agreement (the Joint Venture Agreement) with another party forming a new
company, TDL InfoSpace (Europe) Limited ("TDL Limited")(TDL InfoSpace), with the purpose of
carrying on the business of the aggregation and syndication of content on the
Internet, initially in the United Kingdom. Pursuant to the terms of the Joint
Venture Agreement, both the Company and its joint venture partner entered into
license agreements with TDL InfoSpace for offsetting payments to each of the
Company and its joint venture partner of (Pounds)50,000. These amounts were not
intended to represent the fair market value of the license agreements to an
unrelated third party. Under the license agreement between the joint venture
partner and TDL InfoSpace, the joint venture partner licenses its U. K.
directory information database to TDL InfoSpace. Under the Joint Venture
Agreement, the joint venture partner will provide its
directory information to the newly formed company and sellalso sells Internet yellow pages
advertising of the joint venture through its local sales forces. Theforce. Under the
license agreement between the Company will contributeand TDL InfoSpace, the Company licenses
its technology and provides hosting services to TDL InfoSpace. In addition,
under the newly
formed company.Company's license agreement, TDL InfoSpace Investments, Ltd. andis obligated to reimburse
the Company for any incremental costs incurred by the Company for its efforts
with respect to the hosting services. In the event that TDL InfoSpace expands
into other countries, it is required to pay to the Company an additional
technology license fee of $50,000 per additional country. The Company's license
agreement also provides that, in the event that the Company no longer holds any
ownership interest in the joint venture, partner are
requiredInfoSpace and the Company will
negotiate an arm's-length license fee for the Company's technology, not to
provide working capital to the newly formed company as is
reasonably required either in cash or borrowing facilities.exceed $1,000,000. On July 17, 1998, the Company transferred $496,000 to
InfoSpace Investments, Ltd. InfoSpace Investments, Ltd. utilized these funds to
acquire 475,000 shares of TDL InfoSpace, which represents a noncontrolling 50%
interest. Under the terms of the Joint Venture Agreement, the Company has
certain obligations as guarantor, principally to guarantee the performance by
InfoSpace Investments, Ltd. of its obligations under the Joint Venture
Agreement. Trademark license and directory services agreements: On July 1,The Company accounts for its investment in the joint venture under
the equity method. For the year ended December 31, 1998, the Company entered into two trademark license agreements with an Internet portal
company to license tworecorded a
loss from the joint venture of its trademarks for a one-time, nonrefundable license
fee of $1,500,000 per agreement.$125,000.

Note 11: Subsequent Events

Investment in Privately Held Company: On July 2, 1998,January 11, 1999 the Company
entered into two directory services agreements
with the same Internet portal company. Under the agreements, which provide for
a one-year term, the Company's yellow pages and white pages directory services
are provided on the portal company's homepage to their users. The portal
company guaranteed a minimum level of use of the Company's yellow pages and
white pages directories. The Company agreed to pay the portal company amounts
based on cost per click through which, based on the portal company guarantees,
would result in minimum payments of $500,000 per agreement.

Private equity placement: During July and August 1998, the Company sold
1,020,000purchased 250,000 shares of common stockSeries D Convertible Preferred Stock of a privately
held online merchant company at $8.00$2.00 per share to existing stockholders,
officers ofin a private placement
transaction. This investment will be included in long-term assets and accounted
for under the cost method.

Patent Infringement Claim: On January 26, 1999, Civix-DDI, LLC filed a
complaint in U.S. District Court in Colorado against the Company and 19 other
private investors. Certaindefendants for infringement of these
investors are entitledtwo patents relating to piggy-back registration rights on registrations by
the Company at anytime after an initial public offeringelectronic mapping
systems. Attorneys for Civix also have proposed a settlement of the Company's
common stock.

Also in August 1998,litigation
by which the patents would be licensed to the Company in exchange for the termination of certain
antidilution rights, issueda single
unspecified lump sum royalty payment. The Company has not yet been able to
existing stockholders an aggregate of 19,895
shares of common stock and warrants to purchase 18,833 shares of common stock
at $4.00 per share, 8,240 shares of common stock at $6.00 per share, and 8,240
shares of common stock at $10.00 per share.

Additionally, in July 1998, the Company issued warrants to purchase 477,967
shares of common stock at an exercise price of $.02 toformulate a former consultant in
conjunction with the acquisition of Outpost Network, Inc. (Note 4). These
warrants expire on October 30, 2002.

During August 1998, the Company settled a trademark infringement claim filed
against the Company by a company bearing the same name. Under the terms of the
settlement, the Company secured all right, title, and interest in and to the
"InfoSpace" name and trademark both domestically and internationally for
$290,000. In addition to the settlement, the Company also entered into a
software license and maintenance agreement with the same company.

White pages and classifieds agreements: On August 24, 1998, the Company
entered into agreements with a large portal company to provide white pages
directory services and classifieds information services to that company. Under
the white pages agreement, the white pages directory services are to be
provided for a three-

F-17

INFOSPACE.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

year term beginningposition on the date of first commercial launch (anticipated to be
November 1, 1998), which term may be extended for an additional year and
subsequently renewed for up to three successive one-year periods, at the
portal company's option. Under this agreement, the Company will pay quarterly
cash fees and issue warrants to purchase Common Stock of the Company for
$12.00 per share, representing 5% of the fully diluted equity of the Company
as of August 24, 1998. The parties share revenues generated by advertisingcomplaint or on the white pages directory services. Payment of cash and vesting of warrants
occurs quarterly, provided certain contracted search quotas are met. A
termination fee is due for non-performance.

Under the terms of the classifieds agreement, the Company will provide its
classified advertising content service for two years, with up to three one-
year extensions at the portal company's discretion. The Company receives
quarterly cash fees and shares revenues generated by payments from individuals
and commercial listing services for listings on the Company's classifieds
service.

Restated 1996 Flexible Stock Incentive Plan

Pursuant to an amendment to the 1996 Plan approved on August 24, 1998, an
additional 500,000 shares of common stock were reserved for future issuance.

1998 Employee Stock Purchase Plan

The Company adopted the 1998 Employee Stock Purchase Plan (the ESPP) in
August 1998. The ESPP will be implemented upon the effectiveness of an initial
public offering. The ESPP is intended to qualify under Section 423 of the
Internal Revenue Code of 1986, as amended, and permits eligible employees of
the Company and its subsidiaries to purchase Common Stock through payroll
deductions of up to 15% of their compensation. Under the ESPP, no employee may
purchase Common Stock worth more than $25,000 in any calendar year, valued as
of the first day of each offering period. In addition, owners of 5% or more of
the Company's or subsidiary's Common Stock may not participate in the ESPP. An
aggregate of 450,000 shares of Common Stock are authorized for issuance under
the ESPP.

The ESPP will be implemented with six-month offering periods, the first such
period to commence upon the effectiveness of an initial public offering.
Thereafter, offering periods will begin on each January 1 and July 1. The
price of Common Stock purchased under the ESPP will be the lesser of 85% of
the fair market value on the first day of an offering period and 85% of the
fair market value on the last day of an offering period, except that the
purchase price for the first offering period will be equal to the lesser of
100% of the initial public offering price of the Common Stock offered hereby
and 85% of the fair market value on December 31, 1998. The ESPP does not have
a fixed expiration date, but may be terminated by the Company's Board of
Directors at any time. No shares have been issued under the ESPP.

F-18proposed settlement.

F-25

INDEPENDENT AUDITORS' REPORT

Outpost Network, Inc.
Redmond, Washington

We have audited the accompanying balance sheets of Outpost Network, Inc. (the
Company) as of December 31, 1996 and 1997, and the related statements of operations,
changes in shareholders' equity (deficiency), and cash flows for the years
ended December 31, 1996 and 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Outpost Network, Inc. as of December 31,
1996 and 1997, and the results of its operations and cash flows for the years then ended
December 31, 1996 and 1997, in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP

Seattle, Washington
July 27, 1998

F-19F-26

OUTPOST NETWORK, INC.

BALANCE SHEETS

DECEMBERDecember 31, 1996 AND 1997, and June 2, 1998

1996June 2,
1997 1998
----------- -----------
(unaudited)

ASSETS
Current assets:
Cash and cash equivalents.......................... $ 144,098equivalents...................... $ 18,385 $ 11,967
Receivables from employees......................... 2,855employees..................... 1,102 --
Other receivables..................................receivables.............................. 1,351 2,499
Inventory, net of reserve of $-0-$28,437 and
$28,437 ..... 31,771$58,826....................................... 16,000 5,000
Prepaid expenses................................... 14,576expenses............................... 668 --
----------- -----------
Total current assets............................. 193,300assets......................... 37,506 19,466
Property and equipment, net.......................... 90,485net...................... 77,730 56,037
Other assets......................................... 4,765assets..................................... 4,566 --
----------- -----------
Total................................................Total............................................ $ 288,550119,802 $ 119,80275,503
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable................................... $ 75,295payable............................... $ 268,915 $ --
Accrued expenses...................................expenses............................... 121,035 29,472
Notes payable......................................payable.................................. 544,000 263,918
----------- -----------
Total current liabilities........................ 75,295liabilities.................... 933,950 293,390
Commitments and contingencies (Note 6)
Shareholders' equity (deficiency):
Series A Convertible Preferred stock, $.01 par
value--
Authorized, 1,700,000 and -0- shares; issued and
outstanding, 1,327,750 and -0- shares; liquidation
preference of $213,255 and $-0-................... 13,278
Series B Convertible Preferred stock, $.01 par
value--
Authorized, 11,000,000 shares; no shares
issued and outstanding...................................outstanding........................ -- --
Common stock, $.01 par value--
Authorized, 10,000,00020,000,000 and 20,000,00035,000,000 shares;
issued and outstanding, 2,155,0003,482,750 and
3,482,750 shares....... 21,55034,972,768 shares............................. 34,828 349,728
Paid-in capital.................................... 1,899,331capital................................ 2,496,930 3,825,088
Accumulated deficit................................ (1,720,904)deficit............................ (3,345,906) (4,392,703)
----------- -----------
Total shareholders' equity (deficiency).......... 213,255...... (814,148) (217,887)
----------- -----------
Total................................................Total............................................ $ 288,550119,802 $ 119,80275,503
=========== ===========

See notes to financial statements.

F-20F-27

OUTPOST NETWORK, INC.

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBERYears Ended December 31, 1996 ANDand 1997, and the Period From January 1, 1998 to
June 2, 1998

Period From
Jan. 1 to
June 2,
1996 1997 1998
----------- ----------- -----------
(unaudited)
Revenues.............................................
Revenues................................. $ 47,611 $ 293,963 $ 61,610
Cost of revenues.....................................revenues......................... 220,092 412,964 152,778
----------- ----------- -----------
Gross loss.......................................loss........................... (172,481) (119,001) (91,168)
Operating expenses:
Product development................................development.................... 273,467 356,218 69,822
Sales and marketing................................marketing.................... 213,706 201,244 128,069
General and administrative.........................administrative............. 430,705 921,391 733,383
----------- ----------- -----------
Total operating expenses.........................expenses............. 917,878 1,478,853 931,274
----------- ----------- -----------
Loss from operations.................................operations..................... (1,090,359) (1,597,854) (1,022,442)
Other income (expense).................................................. 18,947 (27,148) (24,355)
----------- ----------- -----------
Net loss.............................................loss................................. $(1,071,412) $(1,625,002) $(1,046,797)
=========== =========== ===========

See notes to financial statements.

F-21F-28

OUTPOST NETWORK, INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)

YEARS ENDED DECEMBERYears Ended December 31, 1996 ANDand 1997 and the Period From January 1, 1998 to
June 2, 1998

PARTNERS'
CAPITAL PREFERRED STOCK COMMON STOCKPartners'
capital Preferred stock Common stock
--------- -------------------- ----------------- PAID-IN ACCUMULATED
AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT TOTAL------------------- Paid-in Accumulated
Amount Shares Amount Shares Amount capital deficit Total
--------- ---------- -------- --------- ----------------- -------- ---------- ----------- -----------

Balance, January 1,
1996................... $ 631,274 -- $ -- -- $ -- $ -- $ (649,492) $ (18,218)
Issuance of common
stock in exchange for
member interests...... (631,274) -- -- 2,155,000 21,550 609,724 -- --
Issuance of Series A
Preferred stock, net
of issuance costs..... -- 1,327,750 13,278 -- -- 1,289,607 -- 1,302,885
Net loss............... -- -- -- -- -- -- (1,071,412) (1,071,412)
--------- ---------- -------- --------- ----------------- -------- ---------- ----------- -----------
Balance, December 31,
1996................... -- 1,327,750 13,278 2,155,000 21,550 1,899,331 (1,720,904) 213,255
Conversion of Series A
Preferred stock to
common stock.......... -- (1,327,750) (13,278) 1,327,750 13,278 -- -- --
Compensation expense--
Stock warrants........ -- -- -- -- -- 597,599 -- 597,599
Net loss............... -- -- -- -- -- -- (1,625,002) (1,625,002)
--------- ---------- -------- --------- ----------------- -------- ---------- ----------- -----------
Balance, December 31,
1997................... -- -- -- 3,482,750 34,828 2,496,930 (3,345,906) (814,148)
Exercise of common
stock warrants........ -- -- -- 9,056,000 90,560 -- -- 90,560
Conversion of debt for
stock................. -- -- -- 13,196,480 131,965 575,735 -- 707,700
Issuance of common
stock................. -- -- -- 6,087,538 60,875 243,502 -- 304,377
Noncash issuance of
common stock.......... -- -- -- 3,150,000 31,500 508,921 -- 540,421
Net loss............... -- -- -- -- -- -- (1,046,797) (1,046,797)
--------- ---------- -------- ---------- -------- ---------- ----------- -----------
Balance, June 2, 1998
(unaudited)............ $ -- $ -- $ -- 3,482,750 $34,828 $2,496,930 $(3,345,906)34,972,768 $349,728 $3,825,088 $(4,392,703) $ (814,148)(217,887)
========= ========== ======== ========= ================= ======== ========== =========== ===========

See notes to financial statements.

F-22F-29

OUTPOST NETWORK, INC

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBERYears Ended December 31, 1996 ANDand 1997
and the Period From January 1, 1998 to June 2, 1998

Period From
Jan. 1 to
1996 1997 June 2, 1998
----------- ----------- ------------
(unaudited)

Operating Activities:
Net loss............................................loss............................... $(1,071,412) $(1,625,002) $(1,046,797)
Adjustments to reconcile net loss to
net cash
used by operating activities:
Depreciation and amortization...................amortization...... 29,681 49,753 21,693
Inventory obsolescence expense..................expense..... -- 28,437 30,389
Compensation expense--Stock Warrant
Grants......Grants............................ -- 597,599 --
Compensation expense--Stock
Grants............................ -- -- 540,421
Loss on disposal of fixed assets................assets... 663 -- --
Cash provided(used)provided (used) by changes in
operating assets and liabilities:
Employee and other receivables.................receivables.... (2,855) 402 Inventory......................................(46)
Inventory......................... (27,940) (12,666) (19,389)
Prepaid expenses and other current
assets......assets........................... (14,576) 13,908 668
Other assets...................................assets...................... (4,765) 199 4,566
Accounts payable...............................payable.................. 47,217 193,620 (129,915)
Accrued expenses...............................expenses.................. (18,500) 121,035 (43,687)
----------- ----------- -----------
Net cash used by operating
activities.........activities...................... (1,062,487) (632,715) (642,097)
Investing Activities:
Acquisition of property and equipment...............equipment.. (97,036) (36,998) --
----------- ----------- -----------
Net cash used by investing
activities...................... (97,036) (36,998) --
Financing Activities:
Proceeds from issuance of notes
payable.............payable............................... -- 544,000 250,242
Proceeds from issuance of common
stock................................. -- -- 304,377
Proceeds from issuance of preferred
stock...........stock................................. 1,302,885 -- --
Proceeds from exercise of warrants..... -- -- 81,060
----------- ----------- -----------
Net cash provided by financing
activities.....activities...................... 1,302,885 544,000 635,679
----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents.equivalents............................ 143,362 (125,713) (6,418)
Cash and cash equivalents:
Beginning of period.................................period.................... 736 144,098 18,385
----------- ----------- -----------
End of period.......................................period.......................... $ 144,098 $ 18,385 $ 11,967
=========== =========== ===========
Supplemental Disclosure of Noncash
Financing and Investing Activities:
Conversion of debt to common stock.... -- -- 707,700
Issuance of common stock for
services............................. -- -- 540,421
Noncash exercise of warrants.......... -- -- 9,500

See notes to financial statements.

F-23F-30

OUTPOST NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBERYear Ended December 31, 1997 and the Years Ended December 31, 1996 ANDand 1997
NOTEand the Period From January 1, 1998 to June 2, 1998

Note 1: THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIESThe Company and Significant Accounting Policies

The Company: Outpost Network, Inc. (the Company) provides greeting card and
related retail sale items to its Internet-using customers solely through its
worldwide websites. The Company develops software needed to support its
business and holds patents, trademarks, Uniform Resource Locators (URLS) and
copyrights in connection with its business. The Company's first website opened
on September 18, 1995. Since that time, the Company has developed a number of
additional websites. The Company's basic business is to provide the Internet
user the ability to order and send greeting cards through the Company's
websites. The Company was founded on April 19, 1995, as an LLCa limited liability
company and was incorporated in Washington on January 2, 1996.

Business combination: During May 1998, the Company entered into a stock
purchase agreement to exchange all outstanding capital stock for 1,499,988
shares of InfoSpace.com, Inc.'s common stock. The transaction was consummated
on June 2, 1998.

Revenue recognition: Revenues consist of sales of cards and related retail
items and is recognized at the time of shipment.

Product development: Costs incurred in the development of new products and
enhancements of existing products are classified as product development and are
charged to expense as incurred.

Cash and cash equivalents: The Company considers all highly liquid debt
instruments with an original maturity of 90 days or less to be cash
equivalents.

Inventory: Inventory consists primarily of cards and stamps and is stated at
the lower of cost or market, determined on a first-in, first-out basis.

Property and equipment: Property and equipment are stated at cost.
Depreciation is computed under the straight-line method over the following
estimated useful lives of the assets:

Computers and equipment.......................................... 3 years
Software......................................................... 3 years
Furniture and fixtures........................................... 5 years

Other assets: Management periodically reevaluates long-lived assets,
consisting primarily of property and equipment, to determine whether there has
been any impairment of the value of these assets and the appropriateness of
their estimated remaningremaining life. No impairment has been recognized as of
December 31, 1997.

Income taxes: The Company has adopted Statement of Financial Accounting
Standards (SFAS) No. 109, Accounting for Income Taxes. Under SFAS No. 109,
deferred tax assets, including net operating losses, and liabilities are
determined based on temporary differences between the book and tax bases of
assets and liabilities. A valuation allowance is established for deferred tax
assets that are unlikely to be realized.

Use of estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported

F-31

OUTPOST NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual amounts may differ
from those estimates.

Interim financial information: The interim financial information as of June
2, 1998, and for the period from January 1, 1998 to June 2, 1998, was prepared
by the Company in a manner consistent with audited financial statements and
pursuant to the rules and requirements of the Securities and Exchange
Commission. The unaudited information, in management's opinion, reflects all
adjustments that are of a normal recurring nature and that are necessary to
present fairly the results for the periods presented. The results of operations
for the period from January 1, 1998 to June 2, 1998, are not necessarily
indicative of the results to be expected for the entire year.

Recent accounting pronouncements: In June 1997, the Financial Accounting
Standards Board (FASB) issued SFAS No. 130, Reporting Comprehensive Income.
SFAS No. 130 establishes standards for reporting comprehensive income and its
components in a financial statement. Comprehensive income as defined includes
all changes in equity (net assets) during a period from non-owner sources.
Examples of items to be F-24

OUTPOST NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

included in comprehensive income, which are excluded
from net income, include foreign currency translation adjustments and
unrealized gains/losses on available-for-sale securities. The disclosure
prescribed by SFAS No. 130 must be made for fiscal years beginning after
December 15, 1997. Reclassifications of financial statements for earlier
periods provided for comparative purposes is required upon adoption. The
Company will adopthas adopted the reporting requirements of SFAS No. 130 in its financial
statements for the year ending December 31, 1998.

Additionally, in June 1997, the FASB issued SFAS No. 131, Disclosures
About Segments of an EnterpriseNote 2: Property and Related Information. This statement
establishes standards for the way companies report information about operating
segments in annual financial statements. It also establishes standards for
related disclosures about products and services, geographic areas, and major
customers, as well as the reporting of selected information about operating
segments in interim financial reports to stockholders. SFAS No. 131 is
effective for fiscal years beginning after December 15, 1997. The Company will
adopt the reporting requirements of SFAS No. 131 in its financial statements
for the year ending December 31, 1998.

NOTE 2: PROPERTY AND EQUIPMENTEquipment

Property and equipment consist of the following as of December 31:

1996 1997
--------
--------

Computers and equipment................................ $116,050equipment.......................................... $152,539
Software............................................... 5,088Software......................................................... 5,088
Furniture and fixtures................................. 5,066fixtures........................................... 5,574
--------
--------
126,204 163,201
Accumulated depreciation............................... (35,719)depreciation......................................... (85,471)
--------
--------
$ 90,485 $ 77,730
========
========

NOTENote 3: NOTES PAYABLENotes Payable

The Company had $544,000 of unsecured convertible notes outstanding at
December 31, 1997. This consists of the following:

. $344,000 issued to related and unrelated parties at various dates during
1997 bearing interest at 10%. These notes were convertible into senior
convertible debentures upon the event of a convertible debt financing
closing between the Company, the holder, and an outside investor, within
90 days of issuance of the notes.

. $200,000 convertible note issued to a related party during 1997 bearing
interest at 9%. Upon closing of an equity financing in the amount of
$1,500,000 or more, this note is convertible into shares or other equity
of the Company issued in the financing.

The debt and equity financings specified above did not occur; however,
as
discussed in Note 8, $540,000 of the convertible notes outstanding as of December 31, 1997 and
$119,824 of notes payable issued subsequent to December 31,

F-32

OUTPOST NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

1997, were converted into shares of common stock subsequent to year end in
conjunction with the merger with InfoSpace.com. The remaining
$4,000 was repaid subsequent to year end.InfoSpace.com, Inc.

The weighted average interest rate for the year ended December 31, 1997 is
9.06%. No interest was paid during 1997.

NOTENote 4: SHAREHOLDERS' EQUITYShareholders' Equity

Authorized shares: The Company was originally founded as an LLCa limited liability
company on April 19, 1995, and equity at December 31, 1995, consisted of
members' interest. The Company was incorporated on January 2, 1996, at which
time it was authorized to issue 5,000,000 shares, consisting of 3,000,000
shares of common stock with a par value of $.001 and 2,000,000 shares of
preferred stock atwith a par value of $.001. The preferred stock may be issued in
one or more series.

F-25

OUTPOST NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

On January 24, 1996, the articles of incorporation were amended to increase
the authorized number of shares of all classes of Company stock to 11,700,000
shares, consisting of 10,000,000 shares of common stock with a par value of
$.01 and 1,700,000 shares of preferred stock at a par value of $.01. A series
of preferred stock was designated as Series A Preferred stock, consisting of
1,700,000 shares.

On October 30, 1997, the articles of incorporation were amended to increase
the authorized number of shares of all classes of Company stock to 31,000,000
shares, consisting of 20,000,000 shares of common stock with a par value of
$.01 and 11,000,000 shares preferred stock at a par value of $.01. All shares
of Series A Preferred stock were converted into common stock at a ratio of 1:1.
The Company also designated 11,000,000 shares as Series B Preferred stock.

On May 7, 1998, the articles of incorporation were amended to increase the
authorized number of shares of common stock to 35,000,000 shares with a par
value of $.01 per share.

Preferred stock: During January and February 1996, the Company sold 1,327,750
shares of $.01 par value per share Series A Convertible Preferred Stockstock at a price of $1.00 per
share. On October 30, 1997 all outstanding shares of Series A Convertible Preferred Stockstock
were converted to common stock at a ratio of 1:1.

Stock warrants: On November 18, 1997, the Company granted warrants to
purchase 9,056,000 shares of common stock at an exercise price of $.01 per
share to employees, outside consultants, and certain shareholders. These
warrants vested immediately and expire if not exercised on or before May 20,
1998. All warrants outstanding at December 31, 1997, were exercised in May
1998. The Company recorded compensation expense totalling $597,599 related to
these warrants. The following table summarizes information about stock warrants
outstanding as of December 31, 1997:

WARRANTS OUTSTANDING WARRANTS EXERCISABLEWarrants outstanding Warrants exercisable
-------------------------------- --------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
EXERCISE PRICES OUTSTANDING LIFE (YRS.Weighted
average Weighted Weighted
remaining average average
Range of Number contractual exercise Number exercise
exercise prices outstanding life (yrs.) PRICE EXERCISABLE PRICEprice exercisable price
--------------- ----------- ----------- -------- ----------- --------

$0.01............. 9,056,000 0.4 $0.01 9,056,000 $0.01

NOTEThe 9,056,000 stock warrants were exercised at $.01 per share during May
1998.

Other: 3,150,000 shares of common stock were issued to outside consultants
and employees for services rendered during May 1998 valued at $540,421.

F-33

OUTPOST NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Note 5: INCOME TAXESIncome Taxes

No provision for federal and state income taxes has been recorded as the
Company has incurred net operating losses through December 31, 1997. The
following table sets forth the primary components of deferred tax assets:

DECEMBERDecember 31,
--------------------
1996 1997
--------- ---------------------

Net operating loss carryforwards..................... $ 360,090carryforwards.............................. $ 699,636
Nondeductible reserves and expenses.................. 3,482expenses........................... 9,680
---------
---------
Gross deferred tax assets............................ 363,572assets..................................... 709,316
Valuation allowance.................................. (363,572)allowance........................................... (709,316)
---------
---------
$ -- $ --
=========
=========

At December 31, 1996 and 1997, the Company believes it more likely than not that the
full benefit of the deferred tax assets will not be realized. As such, a full
valuation allowance has been recorded. At December 31, 1997, the Company has
tax basis federal net operating loss carryforwards of $2,057,753 which expire
beginning in 2011.

F-26

OUTPOST NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

NOTENote 6: COMMITMENTS AND CONTINGENCIESCommitments and Contingencies

In January 1998, the Company began sharing office space with InfoSpace, Inc.
who,
which subsequently acquired the Company (Note 8)1). As a result, the Company had
no significant lease obligations as of December 31, 1997. Rent expense under
operating leases totalled $27,000 and $56,000 for the yearsyear ended December 31, 1996 and 1997, respectively.

NOTE1997.

Note 7: RELATED PARTY TRANSACTIONSRelated Party Transactions

Notes payable at December 31, 1997 include $400,000 payable to a shareholder,
$4,000 payable to an employee and $65,000 payable to an individual who holds
warrants to purchase stock in the Company. Accrued but unpaid interest and
interest expense on these notes as of and for the year ended December 31, 1997,
is $17,919, $-0-, and $2,753, respectively. Interest rates range from 9% to
10%.

NOTE 8: SUBSEQUENT EVENTS

Business combination: During May 1998, the Company entered into a stock
purchase agreement to exchange all outstanding capital stock for 1,499,988
shares of InfoSpace.com's common stock. The transaction was consummated June
2, 1998.

Capital transactions: The Company issued 31,490,018 shares of common stock
from the period January 13 through June 2, 1998, due to the exercise of
warrants, conversion of debt, stock purchases, and other transactions as
follows:

Exercise of warrants: The 9,056,000 stock warrants outstanding at December
31, 1997, were exercised at $.01 per share during May of 1998.

Conversion of debt: $540,000 of the convertible notes outstanding as of
December 31, 1997 were converted into 10,800,000 shares of common stock at
$.05 per share. Additional debt in the amount of $70,500 issued subsequent to
year end was converted into 1,410,000 shares of common stock at $.05 per share
during May and June of 1998.

Sale of common stock: 7,074,018 shares of common stock were sold at $.05 per
share to employees and outside investors during May and June of 1998.

Other: 3,000,000 shares of common stock were issued to outside consultants
in exchange for services rendered in May of 1998 valued at $386,100.

F-27F-34

INSIDE BACK COVER

[ARTWORK]

ADVERTISING AND PROMOTIONSContent and Commerce Solutions

We focus on content with broad appeal, such as yellow pages and white pages,
maps, classified advertisements, real-time stock quotes, sports, information
on local businesses and events, weather forecasts and horoscopes.

[InfoSpace.com webWeb screen displaying banner ads,content from third-party content
providers]

Promotions and sponsorships and featured
listings]

Text: Banner ads and national promotion sponsorships are sold by InfoSpace.com
direct advertising sales representatives. Sponsorships and featuredpreferred listings are sold to local advertisers by sales
representatives at affiliated Yellow
Pagesyellow pages publishers.

[Advertisement from local advertiser]

Banner ads and national promotions are sold by InfoSpace.com direct
advertising sales representatives.

[InfoSpace.com webWeb screen displaying apartment rental information]

Text:showing sample banner ads and promotions]

Our ActiveShopper integrated commerce solution will enable online shoppers to
search online stores, catalogs and auctions as well as find product reviews,
discussion groups and competitive prices, all in one location.

[InfoSpace.com Web screen showing shopping categories]

Information suppliers like these apartment guides pay promotional fees to
InfoSpace.com to merchandise their content--similarcontent - similar to the way they pay
traditional retailers for "rack space."

[InfoSpace.com Web screen showing classified ads search screen]

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICI-
TATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS NOT UNLAWFUL. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY OR THAT THE INFORMATION CONTAINED HEREIN IS COR-
RECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

-----------

TABLE OF CONTENTS

PAGE
----

Prospectus Summary...................................................... 3
Risk Factors............................................................ 5
The Company............................................................. 21
Use of Proceeds......................................................... 21
Dividend Policy......................................................... 21
Capitalization.......................................................... 22
Dilution................................................................ 23
Selected Consolidated Financial Data.................................... 24
Management's Discussion and Analysis of Financial Condition and Results
of Operations.......................................................... 25
Business................................................................ 33
Management.............................................................. 54
Certain Transactions.................................................... 59
Principal Stockholders.................................................. 61
Description of Capital Stock............................................ 62--------------------------------------------------------------------------------

2,800,000 Shares Eligible for Future Sale......................................... 66
Underwriting............................................................ 68
Legal Matters........................................................... 69
Experts................................................................. 70
Additional Information.................................................. 70
Index to Consolidated Financial Statements.............................. F-1

-----------

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

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

[LOGO OF INFOSPACE.COM, INC.(TM)]

COMMON STOCK

---------------INFOSPACE.COM]

Common Stock

------------
PROSPECTUS
---------------------------

HAMBRECHT & QUIST

NATIONSBANC MONTGOMERY
SECURITIES LLCBANCBOSTON ROBERTSON STEPHENS

DAIN RAUSCHER WESSELS
A DIVISION OF DAIN RAUSCHER INCORPORATEDa division of Dain Rauscher
Incorporated

THOMAS WEISEL PARTNERS LLC

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, 19981999

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You should rely only on information contained in this prospectus. We have not
authorized anyone to provide you with information different from that contained
in this prospectus. We are offering to sell, and seeking offers to buy, shares
of common stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of
this prospectus, regardless of the time of delivery of this prospectus or of
any sale of our common stock.

No action is being taken in any jurisdiction outside the United States to
permit a public offering of the common stock or possession or distribution of
this prospectus in any such jurisdiction. Persons who come into possession of
this prospectus in jurisdictions outside the United States are required to
inform themselves about and to observe any restrictions as to this offering and
the distribution of this prospectus applicable to that jurisdiction.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEMItem 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONOther Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than the
underwriting discount, payable by the registrant in connection with the sale of
the Common Stock being registered hereby. All amounts shown are estimates,
except the Securities and Exchange Commission registration fee, the NASD filing
fee and the Nasdaq National Market listing fee.

Securities and Exchange Commission registration fee..............fee................ $ 16,96352,927
NASD filing fee.................................................. 6,250fee.................................................... 19,539
Nasdaq National Market listing fee............................... 95,000fee................................. 17,500
Blue Sky fees and expenses.......................................expenses......................................... 10,000
Printing and engraving expenses.................................. 225,000expenses.................................... 100,000
Legal fees and expenses.......................................... 300,000expenses............................................ 175,000
Accounting fees and expenses..................................... 200,000
Directors and officers insurance................................. 150,000expenses....................................... 75,000
Transfer Agent and Registrar fees................................ 10,000fees.................................. 15,000
Miscellaneous expenses........................................... 86,787
----------
Total.......................................................... $1,100,000
==========expenses............................................. 35,034
--------
Total............................................................ $500,000
========

ITEMItem 14. INDEMNIFICATION OF DIRECTORS AND OFFICERSIndemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers, as well as other
employees and individuals, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation--a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.

Section 10 of the registrant's Restated Bylaws (Exhibit 3.2 hereto) requires
indemnification to the full extent permitted under the DGCL as it now exists or
may hereafter be amended. Subject to any restrictions imposed by the DGCL, the
Restated Bylaws provide an unconditional right to indemnification for all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) actually and
reasonably incurred or suffered by any person in connection with any actual or
threatened action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that such person is or was serving as a
director or officer of the registrant or that, being or having been a director
or officer of the registrant, such person is or was serving at the request of
the registrant as a director, officer, employee or agent of another
corporation, or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan. The Restated Bylaws
also provide that the registrant may, by action of its Board of Directors,
provide indemnification to its employees and agents with the same scope and
effect as the foregoing indemnification of directors and officers; provided,
however, that an undertaking shall be made by an employee or agent only if
required by the Board of Directors.

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Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary

II-1
damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) payments of
unlawful dividends or unlawful stock repurchases or redemptions, or (iv) any
transaction from which the director derived an improper personal benefit.

Article 10 of the registrant's Restated Certificate of Incorporation (Exhibit
3.1 hereto) provides that to the full extent that the DGCL, as it now exists or
may hereafter be amended, permits the limitation or elimination of the
liability of directors, a director of the registrant shall not be liable to the
registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director. Any amendment to or repeal of such Article 10 shall not
adversely affect any right or protection of a director of the registrant for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

The registrant has entered into certain indemnification agreements with its
officers and directors, the form of which is attached as Exhibit 10.1 to this
Registration Statement and incorporated herein by reference. The
indemnification agreements provide the registrant's officers and directors with
indemnification to the maximum extent permitted by the DGCL. Reference is made
to the Underwriting Agreement (Exhibit 1.1 hereto), in which the Underwriters
have agreed to indemnify the officers and directors of the registrant against
certain liabilities.

ITEMItem 15. RECENT SALES OF UNREGISTERED SECURITIESRecent Sales of Unregistered Securities

Since its incorporation in April 1996, the registrant has issued and sold
unregistered securities as follows:

(1) An aggregate of 10,000,000 shares of Common Stockcommon stock was issued in a
private placement in April 1996 to Naveen Jain. The aggregate consideration
received for such shares was $2,000.

(2) An aggregate of 267,316 shares of Common Stockcommon stock was issued in a
private placement on June 10, 1996, to three investors. The aggregate
consideration received for such shares was $219,199.94 or $0.82 per share.

(3) An aggregate of 609,756 shares of Common Stockcommon stock was issued in a
private placement on June 17, 1996, to two investors. The aggregate
consideration received for such shares was $999,999.84 or $1.64 per share.

(4) An aggregate of 68,182 shares of Common Stockcommon stock was issued in a private
placement on October 7, 1996, to one investor. The aggregate consideration
received for such shares was $150,000.40 or $2.20 per share.

(5) An aggregate of 1,000,000 shares of Common Stockcommon stock was issued on May 1,6,
1997, in connection with the registrant's acquisition of all the issued and
outstanding membership interests in Yellow Pages on the Internet, LLC
("YPI"). Such shares were placed in an escrow account upon issuance pending
finalization of the purchase price for YPI. On January 2, 1998,Prior to December 31, 1997, the
purchase price was finalized and on January 2, 1998 an aggregate of 85,000
shares of Common
Stockcommon stock was issued to the former members of YPI. The
remaining 915,000 shares held in the escrow account were released to the
registrant and canceled.

(6) An aggregate of 27,500 shares of Common Stockcommon stock was issued in a private
placement on February 4, 1998 to one investor. The aggregate consideration
received for such shares was $110,000 or $4.00 per share.

(7) An aggregate of 12,500 shares of Common Stockcommon stock was issued on April 20,
1998 to a former employee of the Companyregistrant in connection with the
settlement of a dispute involving compensation.

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(8) An aggregate of 7,500 shares of Common Stockcommon stock was issued in a private
placement on May 4, 1998 to the law firm of Garvey Schubert & Barer in
consideration for legal services rendered.

(9) An aggregate of 1,499,988 shares of Common Stockcommon stock was issued on June
2, 1998, in exchange for the entire issued share capital of Outpost.Outpost
Network, Inc. ("Outpost"). The form of the transaction was a merger,
whereby a

II-2
wholly owned subsidiary of the registrant was merged with and
into Outpost.Outpost (the "Outpost Merger"). The recipients of the Common Stockcommon stock
were the former shareholders of Outpost.

(10) An aggregate of 125,000 shares of Common Stockcommon stock was issued in a
private placement on May 21, 1998 to two investors. The aggregate
consideration was $500,000 or $4.00 per share

(11) An aggregate of 1,145,000 shares of Common Stockcommon stock and warrants for
the purchase of 2,028,523 shares of Common Stockcommon stock at a weighted average
exercise price of $5.87 per share were issued in a private placement on May
21, 1998 to five investors pursuant to Common Stockcommon stock and Common Stockcommon stock
Warrant Purchase Agreements (the "May 1998 Stock Purchase"). The aggregate
consideration received for such shares was $4,580,000 and the aggregate
consideration received for such warrants was $40,570.38.

(12) An aggregate of 5,000 shares of Common Stockcommon stock was issued on June 30,
1998 to a consultant in exchange for services.

(13) An aggregate of 223,251 shares of Common Stockcommon stock was issued on July 6,
1998 to nineteen investors pursuant to the registrant's 1998 Stock Purchase
Rights Plan, adopted June 26, 1998. The aggregate consideration received
for such shares was $1,674,393.75 or $7.50 per share.

(14) A warrant for the purchase of 477,967 shares of Common Stockcommon stock with an
exercise price of $0.02 per share was issued on July 14, 1998, to a former
consultant to the registrant in connection with the Outpost Merger.

(15) An aggregate of 1,020,000 shares of Common Stockcommon stock was issued in a
private placement completed in July and August 1998 to 26 investors. The
aggregate consideration received for such shares was $8,160,000 or $8.00
per share.

(16) An aggregate of 19,895 shares of Common Stockcommon stock and warrants to
purchase 35,313 shares of Common Stockcommon stock with a weighted average exercise
price of $5.87 per share were issued on August 6, 1998 to five investors in
connection with the May 1998 Stock Purchase.

(17) Warrants to purchase up to 989,916 shares of common stock at an
exercise price of $12.00 per share were issued on August 24, 1998 to a
strategic partner.

(18) An option to purchase 250,000 shares of common stock at an exercise
price of $14.00 per share was exercised by a former consultant on October
28, 1998.

(19) From April 1996 through August 15,December 31, 1998, the registrant granted
stock options to purchase an aggregate of 1,683,8752,885,425 shares of Common Stockcommon stock
to employees, consultants and directors with exercise prices ranging from
$0.02 to $8.00$17.06 per share pursuant to the registrant's Restated 1996
Flexible Stock Incentive Plan in consideration for services. From April 10,
1996 to August 15,December 31, 1998, the registrant also granted stock options
outside of the plan to purchase 484,624504,605 shares of Common Stock,common stock, with a
weighted average exercise pricesprice of $0.02$2.01 per share, to employees,
consultants and directors.

No underwriters were used in connection with these sales and issuances. The
sales and issuances of these securities were exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 701
promulgated thereunder on the basis that these options were offered and sold
either pursuant to a written compensatory benefit plan or pursuant to written
contracts relating to consideration, as provided by Rule 701, or pursuant to
Section 4(2) thereof on the basis that the transactions did not involve a
public offering.

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ITEMItem 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESExhibits and Financial Statement Schedules

(a) Exhibits

NUMBER DESCRIPTIONNumber Description
------ -----------

1.1.* Form of Underwriting Agreement.
2.1.* Agreement and Plan of Merger, dated as of May 12, 1998, among the
Registrant,registrant, OutPost Network, Inc., certain shareholders of OutPost
Network, Inc. and OutPost Acquisition, Inc.
3.1.* Restated Certificate of Incorporation of the registrant.
3.2.* Restated Bylaws of the registrant.
5.1.* Opinion of Perkins Coie LLPWilson Sonsini Goodrich & Rosati, P.C. as to the legality
5.1. of the shares.
10.1.* Form of Indemnification Agreement between the Registrantregistrant and each of
its Directors and Executive Officers.
10.2.* Restated 1996 Flexible Stock Incentive Plan and Terms of Stock Option
Grant Program for Nonemployee Directors under the Restated 1996
Flexible Stock Incentive Plan.
10.3.* 1998 Employee Stock Purchase Plan
10.4.
Lease, dated May 14, 1998, between the registrant and TIAA Realty,
10.4.* Inc.
10.5.* Registration Rights Agreement, dated May 1, 1997, among the
registrant, John E. Richards, Peter S. Richards, John Enger and
Alexander Hutton Capital L.L.C., as subsequently amended by Agreement
dated as of January 2, 1998, among the registrant, John E. Richards,
Peter S. Richards, John Enger and Alexander Hutton Capital L.L.C.
10.6.* Agreement, dated January 2, 1998, among the registrant, John E.
Richards, Peter S. Richards, John Enger and Alexander Hutton Capital,
L.L.C.
10.7.* Form of Common Stock and Common Stock Warrant Purchase Agreements,
dated May 21, 1998, between the registrant and each of Acorn
Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn
Cunningham.
10.8.* Form of Investor Rights Agreements, dated as of May 21, 1998, between
the registrant and each of Acorn Ventures-IS, LLC, Kellett Partners,
LLP and John and Carolyn Cunningham.
10.9.* Form of Co-Sale Agreements, dated as of May 21, 1998, among the
registrant, Naveen Jain and each of Acorn Ventures-IS, LLC, Kellett
Partners, LLP and John and Carolyn Cunningham.
10.10.* Form of Common Stock Warrant, dated May 21, 1998, between the
registrant and each of Acorn Ventures-IS, LLC, Kellett Partners, LLP
and John and Carolyn Cunningham.
10.11.* Common Stock Purchase Agreement, dated as of August 6, 1998, by and
among the registrant and the investors named therein.
10.12.* Stockholder Rights Agreement, dated as of August 6, 1998, by and among
the registrant and the investors named therein.
10.13.* Form of Amendment to Common Stock and Common Stock Warrant Purchase
Agreements, dated August 6, 1998, between the Registrant and each of
Acorn Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn
Cunningham.
10.14.+* License Agreement, dated July 28, 1998, between the registrant and
American Business Information, Inc. (now known as infoUSA, Inc.).
10.15.+* Amended and Restated Content Provider Agreement, made as of August 24,
1998, effective as of April 25, 1998, between the registrant and 800-
U.S. Search.
10.16.* Interactive White Pages Marketing Agreement, dated as of August 24,
1998, between the registrant and America Online, Inc.
10.17.* Development and Management Agreement, dated as of August 24,
1998, between the registrant and America Online, Inc.
21.1. Subsidiaries10.17.* Development and Management Agreement, dated as of August 24, 1998,
between the registrant.
23.1. Consent of Deloitte & Touche LLP, Independent Auditors.registrant and America Online, Inc.

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NUMBER DESCRIPTIONNumber Description
------ -----------

23.2.10.18.* U.S. English Language White Pages Directory Services Agreement,
effective July 1, 1998, between the registrant and Netscape
Communications Corporation.
10.19.* Trademark License Agreement, dated July 1, 1998, between the
registrant and Netscape Communications Corporation.
10.20.* U.S. English Language Yellow Pages Directory Services Agreement, dated
July 2, 1998, between the registrant and Netscape Communications
Corporation.
10.21.* Trademark License Agreement, dated July 1, 1998, between the
registrant and Netscape Communications Corporation.
10.22.* Amendment No. 1 to Netcenter Services Agreement--Yellow Pages,
effective August 7, 1998, between the registrant and Netscape
Communications Corporation.
10.23.* Amendment No. 1 to Netcenter Services Agreement--White Pages,
effective August 7, 1998, between the registrant and Netscape
Communications Corporation.
10.24.* Amendment No. 2 to Netcenter Services Agreement--White Pages between
the registrant and Netscape Communications Corporation.
10.25.* Letter Agreement with Bernee D. L. Strom, dated November 22, 1998.
10.26.* Indemnification Agreement dated as of December 11, 1998 between the
registrant, Naveen Jain, and all the current and future members of
the registrant's board of directors (excluding Mr. Jain).
21.1.* Subsidiaries of the registrant.
23.1. Consent of Perkins CoieDeloitte & Touche LLP, Independent Auditors.
23.2. Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in the
opinion filed as Exhibit 5.1 hereto).
24.1. Power of Attorney (contained on the signature page hereto).II-7)
27.1. Financial Data Schedule.

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* To beIncorporated by reference to the Registration Statement on Form S-1 (No.
333-62323) filed by amendment.

+ Confidential treatment requested.the registrant on August 27, 1998, as amended.

(b) Financial Statement Schedules

All schedules are omitted because they are inapplicable or the requested
information is shown in the consolidated financial statements of the registrant
or related notes thereto.

ITEMItem 17. UNDERTAKINGSUndertakings

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

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The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-5II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Redmond,
State of Washington, on the 26th9th day of August, 1998.March, 1999.

INFOSPACE.COM, INC.

/s/ Naveen JainEllen B. Alben
By: _________________________________
Naveen Jain,Ellen B. Alben, Vice President,
Legal and Chief Executive OfficerBusiness Affairs and
Secretary

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and
appoints Naveen Jain and Ellen B. Alben, and each of them, with full power of
substitution and resubstitution and full power to act without the other, as his
true and lawful attorney-in-fact and agent to act in his name, place and stead
and to execute in the name and on behalf of each person, individually and in
each capacity stated below, and to file, any and all amendments to this
Registration Statement, including any and all post-effective amendments and
amendments thereto and any registration statement relating to the same offering
as this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing, ratifying and confirming all that said attorneys-in-factattorneys-in-
fact and agents or any of them or their and his or her substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 26th9th day of August, 1998.March, 1999.

SIGNATURE TITLESignature Title
--------- -----

/s/ Naveen Jain President, Chief Executive ____________________________________ Officer and
____________________________________ Chairman of the Board
Naveen Jain Board (Principal Executive
Officer)

/s/ Douglas A. Bevis Vice President and Chief
____________________________________ Financial Officer
Douglas A. Bevis (Principal Financial
Officer)

/s/ Tammy D. Halstead Vice President and Chief
____________________________________ Accounting Officer
Tammy D. Halstead (Principal Accounting
Officer)

/s/ John K. Arnold Vice President, e-Commerce
____________________________________ Group and Director
John K. Arnold

/s/ John E. Cunningham, IV Director
____________________________________
John E. Cunningham, IV Director
____________________________________
John E. Cunningham, IV

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Signature Title
--------- -----
/s/ Peter L. S. Currie Director
____________________________________
Peter L. S. Currie

/s/ Gary C. List Director
____________________________________
Peter L. S. Currie

/s/
Gary C. List

/s/ Rufus W. Lumry, III Director
____________________________________
Gary C. ListRufus W. Lumry, III

/s/ Carl Stork Director
____________________________________
Carl Stork

/s/ Bernee D. L. Strom Director
____________________________________
Bernee D. L. Strom

II-6II-8

INDEX TO EXHIBITS

NUMBER DESCRIPTIONNumber Description
------ -----------

1.1.* Form of Underwriting Agreement.
2.1.* Agreement and Plan of Merger, dated as of May 12, 1998, among the
Registrant,registrant, OutPost Network, Inc., certain shareholders of OutPost
Network, Inc. and OutPost Acquisition, Inc.
3.1.* Restated Certificate of Incorporation of the registrant.
3.2.* Restated Bylaws of the registrant.
5.1.* Opinion of Perkins Coie LLPWilson Sonsini Goodrich & Rosati, P.C. as to the legality
5.1. of the shares.
10.1.* Form of Indemnification Agreement between the Registrantregistrant and each of
its Directors and Executive Officers.
10.2.* Restated 1996 Flexible Stock Incentive Plan and Terms of Stock Option
Grant Program for Nonemployee Directors under the Restated 1996
Flexible Stock Incentive Plan.
10.3.* 1998 Employee Stock Purchase Plan
10.4.
Lease, dated May 14, 1998, between the registrant and TIAA Realty,
10.4.* Inc.
10.5.* Registration Rights Agreement, dated May 1, 1997, among the
registrant, John E. Richards, Peter S. Richards, John Enger and
Alexander Hutton Capital L.L.C., as subsequently amended by Agreement
dated as of January 2, 1998, among the registrant, John E. Richards,
Peter S. Richards, John Enger and Alexander Hutton Capital L.L.C.
10.6.* Agreement, dated January 2, 1998, among the registrant, John E.
Richards, Peter S. Richards, John Enger and Alexander Hutton Capital,
L.L.C.
10.7.* Form of Common Stock and Common Stock Warrant Purchase Agreements,
dated May 21, 1998, between the registrant and each of Acorn
Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn
Cunningham.
10.8.* Form of Investor Rights Agreements, dated as of May 21, 1998, between
the registrant and each of Acorn Ventures-IS, LLC, Kellett Partners,
LLP and John and Carolyn Cunningham.
10.9.* Form of Co-Sale Agreements, dated as of May 21, 1998, among the
registrant, Naveen Jain and each of Acorn Ventures-IS, LLC, Kellett
Partners, LLP and John and Carolyn Cunningham.
10.10.* Form of Common Stock Warrant, dated May 21, 1998, between the
registrant and each of Acorn Ventures-IS, LLC, Kellett Partners, LLP
and John and Carolyn Cunningham.
10.11.* Common Stock Purchase Agreement, dated as of August 6, 1998, by and
among the registrant and the investors named therein.
10.12.* Stockholder Rights Agreement, dated as of August 6, 1998, by and among
the registrant and the investors named therein.
10.13.* Form of Amendment to Common Stock and Common Stock Warrant Purchase
Agreements, dated August 6, 1998, between the Registrant and each of
Acorn Ventures-IS, LLC, Kellett Partners, LLP and John and Carolyn
Cunningham.
10.14.+* License Agreement, dated July 28, 1998, between the registrant and
American Business Information, Inc. (now known as infoUSA, Inc.).
10.15.+* Amended and Restated Content Provider Agreement, made as of August 24,
1998, effective as of April 25, 1998, between the registrant and 800-
U.S. Search.
10.16*10.16.* Interactive White PagePages Marketing Agreement, dated as of August 24,
1998, between the registrant and America Online, Inc.
10.17*10.17.* Development and Management Agreement, dated as of August 24, 1998,
between the registrant and America Online, Inc.

INDEX TO EXHIBITS--(Continued)

Number Description
------ -----------

10.18.* U.S. English Language White Pages Directory Services Agreement,
effective July 1, 1998, between the registrant and America Online, Inc.
21.1. SubsidiariesNetscape
Communications Corporation.
10.19.* Trademark License Agreement, dated July 1, 1998, between the
registrant and Netscape Communications Corporation.
10.20.* U.S. English Language Yellow Pages Directory Services Agreement, dated
July 2, 1998, between the registrant and Netscape Communications
Corporation.
10.21.* Trademark License Agreement, dated July 1, 1998, between the
registrant and Netscape Communications Corporation.
10.22.* Amendment No. 1 to Netcenter Services Agreement--Yellow Pages,
effective August 7, 1998, between the registrant and Netscape
Communications Corporation.
10.23.* Amendment No. 1 to Netcenter Services Agreement--White Pages,
effective August 7, 1998, between the registrant and Netscape
Communications Corporation.
10.24.* Amendment No. 2 to Netcenter Services Agreement--White Pages between
the registrant and Netscape Communications Corporation.
10.25.* Letter Agreement with Bernee D. L. Strom, dated November 22, 1998.
10.26.* Indemnification Agreement dated as of December 11, 1998 between the
registrant, Naveen Jain, and all the current and future members of
the registrant's board of directors (excluding Mr. Jain).
21.1.* Subsidiaries of the registrant.
23.1. Consent of Deloitte & Touche LLP, Independent Auditors.
23.2. Consent of DeloitteWilson Sonsini Goodrich & Touche LLP, Independent Auditors.

INDEX TO EXHIBITS--(CONTINUED)

NUMBER DESCRIPTION
------ -----------

23.2.* Consent of Perkins Coie LLPRosati, P.C. (contained in the
opinion filed as Exhibit 5.1 hereto).
24.1. Power of Attorney (contained on the signature page hereto).II-7)
27.1. Financial Data Schedule.

- -----------------------------
* To beIncorporated by reference to the Registration Statement on Form S-1 (No. 333-
62323) filed by amendment.

+ Confidential treatment requested.
the Registrant on August 27, 1998, as amended.