Membership Interest Purchase Agreement

THIS AGREEMENT is entered into effective January 2, 1998, by and among INFOSPACE, INC., a Delaware corporation ("Purchaser"), and JOHN E. RICHARDS, PETER S. RICHARDS, JOHN ENGER and ALEXANDER HUTTON CAPITAL, L.L.C. (each, a "Seller," and together, the "Sellers").





A. The parties to this Agreement are parties to that certain Membership Interest Purchase Agreement, dated as of May 1, 1997 (the "Purchase Agreement").



B. Pursuant to paragraph 1.5 of the Purchase Agreement, Two Million (2,000,000) shares of the common stock of Purchaser (the "Escrow Shares") were placed in escrow, to be held until such time as Sellers were entitled to receive a distribution of all or a portion of the Escrow Shares in accordance with the terms of the Escrow Agreement, dated as of May 1, 1997, by and among the parties hereto and First Trust National Association (the "Escrow Agent").



C. The parties now desire to distribute a portion of the Escrow Shares in complete satisfaction of the payment obligation of Purchaser under the Purchase Agreement, and to terminate the Escrow Agreement.



NOW, THEREFORE, in consideration of the foregoing and the respective agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:



1

DISTRIBUTION OF ESCROW SHARES



1.1 On the effective date of this Agreement, a total of One Hundred Seventy Thousand (170,000) of the Escrow Shares shall be delivered out of escrow to the Sellers. The number of Escrow Shares to be received by each Seller is indicated next to the signature line for such Seller at the end of this Ag reement. The remaining One Million Eight Hundred Thirty Thousand (1,830,000) Escrow Shares shall be returned to Purchaser for cancellation.



1.2 Each Seller acknowledges and agrees that although certain Revenues (as defined in the Purchase Agreement) have been received by Purchaser, no Distribution Date (as defined in the Purchase Agreement) has occurred and Purchaser is not



currently obligated to distribute any of the Escrow Shares out of escrow to Sellers. Therefore, Sellers acknowledge and agree that the agreement of Purchaser to distribute Escrow Shares in accordance with this Agreement provides adequate and complete consideration for the release of Purchaser's obligation to make any further payment or distribution of Escrow Shares to Seller.



1.3 Upon delivery of a total of One Hundred Seventy Thousand (170,000) shares of Escrow Stock to Sellers in accordance with this Agreement, Purchaser shall have no further obligation to Sellers whatsoever under the Purchase Agreement or the Escrow Ag reement.



2

REGISTRATION RIGHTS AGREEMENT



2.1 In consideration of the distribution of the shares to Sellers as provided herein, Sellers hereby agree that the Registration Rights Agreemen t, dated as of May 1, 1997, by and among the parties to this Agreement, shall be amended to delete Section 1.13 thereof in its entirety.

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