SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 14, 1999 Date of Report (Date of earliest event reported) INFOSPACE.COM, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 0-25131 91-1718107 (Commission File No.) (IRS Employer Identification Number) 15375 N.E. 90/th/ Street Redmond, Washington 98052 (Address of Principal Executive Offices) 425-602-0600 (Registrant's Telephone Number, Including Area Code)

Item 2. Acquisition or Disposition of Assets - ------- ------------------------------------- On October 14, 1999, InfoSpace.com, Inc., a Delaware corporation ("InfoSpace.com"), completed its acquisition of INEX Corporation, an Ontario company ("INEX"). In the acquisition of INEX, accounted for as a pooling of interests, approximately 900,000 shares of the common stock of InfoSpace.com (1) were issued directly to those INEX shareholders who elected to receive InfoSpace.com common stock in exchange for their INEX shares at closing, (2) will be issued upon the exchange or redemption of the exchangeable shares of InfoSpace.com Canada Holdings Inc., an indirect subsidiary of InfoSpace.com, and (3) will be issued upon the exercise of outstanding warrants and options which were assumed from INEX by InfoSpace.com and are exercisable for shares of InfoSpace.com common stock. The transaction is valued at approximately $42.3 million based on the closing price of InfoSpace.com common stock on October 14, 1999. Item 5. Other Events - ------- ------------ (a) On October 14, 1999, InfoSpace.com completed its acquisition of Union-Street.com, a Washington corporation ("Union-Street.com"). In the acquisition of Union-Street.com, accounted for as a purchase, InfoSpace.com issued approximately 450,000 shares of its common stock in exchange for all of the outstanding shares of Union-Street.com common stock, warrants and options. The transaction is valued at approximately $21.2 million based on the closing price of InfoSpace.com common stock on October 14, 1999. (b) On October 28, 1999, InfoSpace.com announced that it has reached a definitive agreement to acquire Zephyr Software Inc., a Delaware corporation, and its wholly owned subsidiary Zephyr Software (India) Private Limited. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Item 7. Financial Statements and Exhibits - ------- --------------------------------- (a) Financial Statements of Business Acquired. INEX Corporation Financial Statements (previously reported in the Registration Statement on Form S-1 (No. 333-86313) filed by the registrant on September 1, 1999, as amended). (b) Pro Forma Financial Information. Unaudited Pro Forma Combined Consolidated Financial Statements of InfoSpace.com, Inc. and INEX Corporation (previously reported in the Registration Statement on Form S-1 (No. 333-86313) filed by the registrant on September 1, 1999, as amended). (c) Exhibits. 2.1 * Agreement and Plan of Acquisition and Arrangement, dated as of August 13, 1999, by and between the registrant and INEX Corporation. 2

2.2 First Amendment to Agreement and Plan of Acquisition and Arrangement, dated as of October 13, 1999, by and between the registrant and INEX Corporation. 99.1 Press Release dated October 28, 1999, regarding InfoSpace.com's announcement of the acquisition of Zephyr Software Inc., a Delaware corporation. - --------------------- * Incorporated by reference to the Registration Statement on Form S-1 (No. 333- 86313) filed by the registrant on September 1, 1999, as amended. 3

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 28, 1999 InfoSpace.com, Inc. By: /s/ Ellen B. Alben ------------------------------------ Senior Vice President, Legal and Business Affairs, and Secretary 4

INDEX TO EXHIBITS Exhibit Number Description ------ ------------------------------------------------------------------- 2.1 * Agreement and Plan of Acquisition and Arrangement, dated as of August 13, 1999, by and between the registrant and INEX Corporation. 2.2 First Amendment to Agreement and Plan of Acquisition and Arrangement, dated as of October 13, 1999, by and between the registrant and INEX Corporation. 99.1 Press Release dated October 28, 1999 regarding InfoSpace.com's announcement of the acquisition of Zephyr Software Inc., a Delaware corporation. _______________________ * Incorporated by reference to the Registration Statement on Form S-1 (No. 333- 86313) filed by the registrant on September 1, 1999, as amended. 5

EXHIBIT 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF ACQUISITION AND ARRANGEMENT This First Amendment to Agreement and Plan of Acquisition and Arrangement, dated as of October 13, 1999 (the "Amendment"), is entered into by and between InfoSpace.com, Inc., a Delaware corporation ("Parent") and INEX Corporation, an Ontario company (the "Company"). Witnesseth: Whereas Parent and the Company have entered into the Agreement and Plan of Acquisition and Arrangement, dated as of August 13, 1999 (the "Agreement"), providing for Parent to acquire control of the Company through a statutory arrangement involving the exchange of all of the issued and outstanding shares of the Company for shares in Parent or an indirect wholly owned subsidiary of Parent (the "Acquisition Sub") upon the terms and conditions set forth therein (the "Arrangement"); and Whereas, in connection with approval of the Plan of Arrangement, certain claims have been made by and on behalf of Sasswood Holdings Limited ("Sasswood") and filed with the Ontario Superior Court of Justice (Court file No. 99-CV- 176897) in a Statement of Claim (the "Sasswood Claims"), and the parties hereto wish to provide for certain contingencies related to the Sasswood Claims. AGREEMENT The parties, intending to be legally bound, agree to amend the Agreement as follows: 1. Definitions. For purposes of this Amendment, capitalized terms and not otherwise defined here in shall have the meanings specified or ascribed to them in the Agreement. 2. Amendment of Section 9.1(f). Section 9.1(f) of the Agreement is hereby amended in its entirety to read as follows: "(f) by either Parent or the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before October 15, 1999, or such later date as the parties may agree upon." 3. Amendment of Article 10. Article 10 of the Agreement is hereby amended in its entirety to read as follows:

-2- "10. Escrow Funds 10.1 Escrow Shares ------------- (a) General Escrow. As soon as practicable after the Effective Time, (i) 5% of the Exchangeable Shares and (ii) 5% of the Parent Common Shares issuable to (a) the holders of Preferred Shares and (b) the holders of Common Shares who elect to receive Parent Common Shares at the Effective Time in lieu of Exchangeable Shares, pursuant to the Plan of Arrangement (collectively the "General Escrow Shares") shall be registered in the name of, and be deposited with Montreal Trust Company of Canada (or other institution selected by Parent with the reasonable consent of the Company) as escrow agent (the "Escrow Agent"), such deposit to constitute the General Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement attached hereto as Exhibit 10.1 (the "Escrow Agreement"). The General Escrow Fund (but only up to a maximum of the value of the General Escrow Shares) shall be available to compensate Parent or a Subsidiary of Parent, including the Company, for any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense, reasonable legal fees and indemnification of directors and officers) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (i) any Breach of any representation or warranty made by the Company in this Agreement as if such representation or warranty were made on and as of the Closing Date, other than any such Breach that is disclosed in a supplement to the Disclosure Letter; or (ii) any Breach by the Company of any covenant or obligation of the Company in this Agreement that is not waived on or prior to Closing. Such Damages described in this Section 10.1(a) are referred to herein as "General Damages." (b) Sasswood Escrow. As soon as practicable after the Effective Time, an additional (i) 15% of the Exchangeable Shares, and (ii) 15% of the Parent Common Shares issuable to (a) the holders of Preferred Shares and (b) the holders of Common Shares who elect to receive Parent Common Shares at the Effective Time in lieu of Exchangeable Shares, pursuant to the Plan of Arrangement (collectively the "Sasswood Escrow Shares" and together with the General Escrow Shares, the "Escrow Shares") shall be registered in the name of and be deposited with the Escrow Agent, such deposit to constitute the Sasswood Escrow Fund (together with the General Escrow Fund, the "Escrow Funds" and each separately, an "Escrow Fund") and to be governed by the terms set forth herein and in the Escrow Agreement. The Sasswood Escrow Fund shall be available to compensate Parent or a subsidiary of Parent, including the Company, for Damages arising, directly or indirectly, from or in connection with the settlement, disposition or other satisfaction of any Proceeding arising out of the Sasswood Claims (the "Sasswood Damages"). "Sasswood Damages" shall include any Damages or any other amount incurred or paid by Parent or a Subsidiary of Parent, including the Company, to acquire, eliminate or terminate by means of any form of corporate action or reorganization whatsoever or otherwise (and all expenses incurred in connection therewith) all

-3- shares or rights to acquire shares in the Company that Sasswood Holdings Limited is declared to have or is granted or otherwise acquires pursuant to a court order in any Proceeding arising out of the Sasswood Claims (the "Sasswood Proprietary Remedies"). (c) Mitigation. Parent and its affiliates shall act in good faith and in a commercially reasonable manner to mitigate any General Damages or Sasswood Damages they may suffer. Any claim for indemnification for General Damages or Sasswood Damages hereunder shall be offset or reduced by (i) any tax benefit received by Parent or its affiliates as a result of such damages and (ii) in the case of third-party claims, by any amount actually recovered by Parent or its affiliates pursuant to counterclaims made by any of them directly relating to the facts giving rise to such third-party claims. Parent and Company each acknowledge that the General Damages and Sasswood Damages, if any, would relate to unresolved contingencies existing at the Closing which, if resolved at the Closing, would have led to a reduction in the total number of Acquisition Shares Parent would have agreed to issue in connection with the Contemplated Transactions. Resort to the Escrow Funds shall be the exclusive remedy of Parent after the Closing for any such General Damages or Sasswood Damages. 10.2 Damage Threshold for General Escrow Fund ---------------------------------------- Notwithstanding the foregoing, Parent may not receive any shares from the General Escrow Fund unless and until an Officer's Certificate or Certificates (as defined in Section 10.4(a) below) identifying General Damages the aggregate amount of which exceeds $100,000 has been delivered to the Escrow Agent as provided in Section 10.4(a) below and such amount is determined pursuant to this Article 10 to be payable, in which case Parent shall receive shares equal in value to the full amount of such General Damages; provided, however, that in no event shall Parent receive more than the General Escrow Shares in connection with General Damages. 10.3 Escrow Periods -------------- (a) General Escrow. The General Escrow Period shall terminate with respect to the General Escrow Shares upon the earlier to occur of: (i) the first anniversary of the Closing Date, or (ii) the issuance of Parent's audited financial statements for the year ending December 31, 1999, which include the results of the Company; provided, however, that a portion of the General Escrow Shares, which, in the reasonable judgment of Parent, subject to the objection of the Company Agent (as defined in Section 10.7 below) and the subsequent arbitration of the matter in the manner provided in Section 10.6 hereof, are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the General Escrow Period with respect to the facts and circumstances existing prior to expiration of the General Escrow Period, shall remain in the General Escrow Fund until such claims have been resolved. (b) Sasswood Escrow. The Sasswood Escrow Period shall terminate with respect to the Sasswood Escrow Shares thirty (30) days following the full and final settlement or disposition of any Proceedings against the Company (or Parent or a Subsidiary of the Parent) in

-4- connection with the Sasswood Claims; provided, however, that the Sasswood Claims shall be deemed to remain unsatisfied (and the Sasswood Escrow Period shall not terminate) so long as any Sasswood Proprietary Remedies have not been acquired by Parent, a Subsidiary of Parent or the Company or have not been otherwise eliminated or terminated. (c) Any and all distributions of Escrow Shares upon termination of the General Escrow Period or Sasswood Escrow Period shall be made to the Company shareholders on a pro rata basis according to such shareholder's ownership of Shares at the Closing Date. Such delivery will be in the form of stock certificate(s) representing such Shares. 10.4 Claims upon Escrow Funds ------------------------ (a) General Escrow. Upon receipt by the Escrow Agent on or before the last day of the General Escrow Period of a certificate signed by the Chief Executive Officer, the President, the Chief Financial Officer or the General Counsel of Parent (an "Officer's Certificate"): (i) stating that General Damages exist in an aggregate amount greater than $100,000, and (ii) specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty or claim to which such item is related (if applicable), the Escrow Agent shall, subject to the provisions of Article 10 hereof, deliver to Parent or as Parent directs out of the General Escrow Fund, as promptly as practicable, Exchangeable Shares or Parent Common Shares, the value of which is equal to the amount of the General Damages. (b) Sasswood Escrow. Upon receipt by the Escrow Agent of an Officer's Certificate: (i) stating that Sasswood Damages exist by virtue of the settlement, disposition or other satisfaction of the Sasswood Claims, and (ii) specifying in reasonable detail the individual items of such Sasswood Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, the Escrow Agent shall, subject to the provisions of Article 10 hereof, deliver to Parent or as Parent directs out of the Sasswood Escrow Fund, as promptly as practicable, Exchangeable Shares or Parent Common Shares, the value of which is equal to the amount of the Sasswood Damages. (c) For the purpose of compensating Parent for its General Damages or Sasswood Damages pursuant to this Agreement, the Exchangeable Shares or Parent Common Shares in the Escrow Funds shall be valued at a price per share equal to the closing price of one Parent Common Share on the date immediately prior to the Closing Date (as adjusted for stock splits, reverse stock splits and similar events).

-5- 10.5 Objections to Claims -------------------- At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Company Agent (defined in Section 10.7 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares pursuant to Section 10.4 hereof unless the Escrow Agent shall have received written authorization from the Company Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in accordance with Section 10.4 hereof, provided that no such payment or delivery may be made if the Company Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such thirty (30) day period. 10.6 Resolution of Conflicts; Arbitration ------------------------------------ (a) In case the Company Agent shall so object in writing to any claim or claims by Parent made in any Officer's Certificate, Parent shall have forty-five (45) days to respond in a written statement to the objection of the Company Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Company Agent and Parent shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Company Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Funds in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either Parent or the Company Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within fifteen (15) days after such written notice is sent, Parent and the Company Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 10.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Funds in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in King County, Washington under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 10.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non- Prevailing Party unless the arbitrators award Parent more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company shareholders for whom the Escrow Shares otherwise issuable to

-6- them have been deposited in the Escrow Funds shall be deemed to be the Non- Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration. 10.7 Company Agent ------------- (a) Laurence Gutcher shall be constituted and appointed as agent ("Company Agent") for and on behalf of the Company shareholders to give and receive notices and communications, to authorize delivery to Parent of the Escrow Shares in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Company Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Funds from time to time upon not less than 10 days' prior written notice to Parent. No bond shall be required of the Company Agent. Notices or communications to or from the Company Agent shall constitute notice to or from each of the Company's shareholders. (b) The Company Agent shall not be liable for any act done or omitted hereunder as the Company Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company shareholders shall severally indemnify the Company Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Company Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Company Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's and Acquisition Sub's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Company Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). 10.8 Actions of the Company Agent ---------------------------- A decision, act, consent or instruction of the Company Agent shall constitute a decision of all Company shareholders for whom Escrow Shares otherwise issuable to them are deposited in the Escrow Funds and shall be final, binding and conclusive upon each such Company shareholder, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Company Agent as being the decision, act, consent or instruction of each and every such Company shareholder. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Company Agent.

-7- 10.9 Third-Party Claims ------------------ In the event Parent becomes aware of a third-party claim which Parent believes may result in a demand against an Escrow Fund, Parent shall notify the Company Agent of such claim, and the Company Agent and the Company shareholders for whom Escrow Shares otherwise issuable to them are deposited in the Escrow Funds shall be entitled, at their expense, to participate in any defense of such claim. Parent shall have the right in its sole discretion to settle any such claim; provided, however, that Parent may not affect the settlement of any such claim without the consent of the Company Agent, which consent shall not be unreasonably withheld. In the event that the Company Agent has consented to any such settlement, the Company Agent shall have no power or authority to object under Section 10.5 or any other provision of this Article X to the amount of any claim by Parent against the Escrow Funds for indemnity with respect to such settlement." 4. General Provisions The general provisions of Article XI of the Agreement are hereby incorporated into and made a part of this Amendment, except that Section 11.8 is hereby amended to read as follows. "11.8 Entire Agreement and Modification. --------------------------------- This Agreement, as amended by the First Amendment to Agreement and Plan of Acquisition and Arrangement, dated as of October 13, 1999, by and between the parties hereto, supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement, as amended by the First Amendment, may not be further amended except by a written agreement executed by the party to be charged with the amendment." 5. No Further Amendments. Except as expressly amended as set forth above and as may be necessary to amend the Escrow Agreement attached to the Agreement as Exhibit 10.1 to give effect to this Amendment, the Agreement shall remain in full force and effect in accordance with its terms.

-8- 6. Shareholder Approval. Subject to any directions given by the Court in approving the Plan of Arrangement or in connection therewith, as soon as practicable following the execution of this Amendment, the Company shall (i) call a special meeting of its shareholders for the purpose of seeking approval of this Amendment or (ii) circulate a shareholder consent for purposes of approving the this Amendment. IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above. PARENT By: /s/ Ellen B. Alben ------------------- Name: Ellen B. Alben Title: Senior Vice President, Legal and Business Affairs COMPANY By: /s/ Omaya Elguindi ------------------- Name: Omaya Elguindi Title: Chairman

Exhibit 99.1 Press Release October 28, 1999 InfoSpace.com to Launch InfoSpace.com India -- Marks First Step into Asia Pacific InfoSpace.com to acquire Zephyr India to launch consumer, merchant and wireless services in the growing India market; InfoSpace.com India joins InfoSpace.com's other global ventures in the UK and Canada REDMOND, Wash. -- Oct. 28, 1999 -- InfoSpace.com (NASDAQ: INSP), a leading Internet information infrastructure company, today announced it has agreed to acquire Redmond-based Zephyr Software Inc. and its wholly owned subsidiary Zephyr Software (India) Private Limited. Zephyr Software Inc. provides infrastructure services for the Indian market. Zephyr India will become InfoSpace.com India, a wholly owned subsidiary of InfoSpace.com. Zephyr Software Inc.was founded by Sharmilli Ghosh and Kiran Konduri to provide comprehensive infrastructure services for the Indian market. Prior to joining Zephyr Software, Ghosh spent seven years at Microsoft Corp. as group program manager for the Internet services business unit in Redmond and group manager for the Internet Customer Unit in Microsoft India. The company expects to launch InfoSpace.com India (www.infospaceindia.com) in early Q1 2000 to provide India Web sites and wireless devices with comprehensive first-of-its-kind localized consumer, merchant and wireless services. InfoSpace.com India's services are expected to include integrated consumer services including people and business finders, classifieds, news, stock quotes and other real-world information, merchant services, and wireless services. This acquisition is part of InfoSpace.com's global expansion strategy to leverage its business model, technology and relationships into emerging markets. InfoSpace.com India is InfoSpace.com's third international venture to be launched, following its joint

venture with Thomson Directories Limited in the UK, TDL InfoSpace (Europe) Limited, and its wholly owned subsidiary InfoSpaceCanada.com. Under the terms of the acquisition, which will be accounted for as a purchase, InfoSpace.com will exchange approximately 166,956 shares of common stock for all of Zephyr Software Inc.'s outstanding shares, warrants and options. The acquisition is expected to be completed in November 1999 subject to receipt of regulatory approval from the government of India, and is also subject to customary conditions, including Zephyr Software Inc. shareholder approval. The purchase price will be allocated primarily to acquired workforce and goodwill, and will be amortized over the estimated useful life of five years. "InfoSpace.com's state-of-the art technology, breadth of services, reliability and scalability of services have not been achieved in India so far," said Sharmilli Ghosh, CEO, Zephyr Software Inc. "The integration of the two companies will provide large destination Web sites and wireless devices in India with unprecedented comprehensive consumer, merchant and wireless services." "The launch of InfoSpace.com India will open the door to the enormous opportunity in Asia Pacific" said Naveen Jain, chairman and CEO of InfoSpace.com. "According to NASSCOM, India has a huge potential for electronic commerce and anticipates that by end of year 2000, there will be at least 1.5 million Internet subscribers and 5 million Internet users. We believe that Zephyr's well-developed local India Internet services, strategic relationships and experienced management team will give InfoSpace.com a significant jumpstart in the India marketplace." About Zephyr Software Inc. Zephyr Software Inc.(ZSI) is incorporated in Delaware, with registered offices in Washington. ZSI, headquartered in Redmond, Washington. was conceived and founded by Sharmilli Ghosh and Kiran Konduri in July 1998 to launch a suite of premier vertical

portals with a community focus for the Indian demographic worldwide, which currently contributes to more than 5% of the total web-surfing population worldwide. About InfoSpace.com InfoSpace.com is a leading global Internet information infrastructure company. InfoSpace.com provides enabling technologies and Internet services for Web sites and Internet appliances. InfoSpace.com's affiliate network consists of more than 1,800 Web sites. The Company's affiliates include AOL, Microsoft, Netscape, Disney/InfoSeek's GO Network, NBC's Snap, Lycos, go2net Inc., DoubleClick, Dow Jones (The Wall Street Journal Interactive Edition) and ABC LocalNet, among others. In addition, the Company provides services to a network of Internet access devices including PCs, cellular phones, pages, screen telephones, television set-top boxes, online kiosks, and personal digital assistants. These include relationships with Acer America, AT&T Wireless, Nokia, Nextel, Sprint, Mitsui, Lucent, and @Home. ##### This release contains forward-looking statements relating to the planned acquisition of Zephyr Software Inc., the development of InfoSpace.com's products and services, the integration of Zephyr Software's products and services and future operating results, that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The words "believe," "expect," "intend," "anticipate," variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could affect InfoSpace.com's actual results include seasonality, relationships with affiliates, the rate of adoption by local advertisers of the Internet as an advertising medium, the rate and extent of adoption of non-PC devices for Internet access, market acceptance of our products and services, competition and rapid technological change. A more detailed description of certain factors that could affect actual results include, but are not limited to, those discussed in InfoSpace.com's Annual Report on Form 10-K, in the section entitled "Factors Affecting InfoSpace.com's Operating Results, Business Prospects and Market Price of Stock." Readers are cautioned not to place undue reliance on these forward- looking statements, which speak only as of the date of this release. InfoSpace.com undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.