<PAGE>

                                                                    EXHIBIT 10.2


                            SALES AGENCY AGREEMENT


          This Sales Agency Agreement (this "Agreement") is made and entered
into as of October 2, 2000, by and between the following parties (each singly
sometimes a "Party", and both sometimes collectively, the "Parties"):
USSEARCH.com Inc. , a Delaware corporation ("USSEARCH"); and InfoSpace, Inc., a
Delaware corporation ("InfoSpace").

                                 RECITALS

A.   InfoSpace is an international information infrastructure services company
     that provides commerce, information and communication infrastructure
     services to wireless devices, merchants and sites on the WorldWide Web (the
     "Web").

B.   USSEARCH, among other things, is a provider of individual reference
     services via the Web.

3.   The Parties wish to enter into an agreement whereby (among other things)
     InfoSpace will provide various advertising services to USSEARCH in exchange
     for a commission based upon USSEARCH sales derived from such advertising
     services, all as more particularly provided herein.

D.   Certain capitalized terms not otherwise defined herein are defined in
     Schedule 1 attached hereto.


                                   AGREEMENT

          Now, Therefore, the Parties hereby agree as follows:

1.   Term of Agreement.  The term of this Agreement (the "Term") shall commence
     -----------------
     on the date hereof and shall expire, automatically and without further
     notice from or to either Party, upon the close of business on September 30,
     2003; provided, however, that either Party may cancel this Agreement
     effective upon the close of business on September 30, 2002 by delivering
     written notice of such cancellation to the other Party at any time on or
     before the close of business on August 1, 2002. Any such notice of
     cancellation once issued shall henceforth be irrevocable by the issuing
     Party unless the other nonissuing Party consents to such revocation in
     writing.

2.   Commission to InfoSpace.  For any and all services provided by InfoSpace
     -----------------------
     hereunder, USSEARCH shall pay to InfoSpace, as the total monetary
     consideration due hereunder, commissions ("Commissions") equal to [***].
<PAGE>

     2.1  Net Revenue.  As used herein, the term "Net Revenue" shall mean the
          -----------
          difference (if a positive number) between (i) the gross sales revenues
          actually received by USSEARCH from the sale of USSEARCH services or
          products of any kind to Qualified Customers, minus (ii) any and all
          discounts, returns for credit, allowances, or shipping or other third-
          party charges passed on to the Qualified Customer, in each case
          attributable to the gross sales revenue in question.

     2.2  Qualified Customers.  As used herein, the term "Qualified Customers"
          -------------------
          shall mean (and be limited to) those purchasers of USSEARCH services
          or products who both: (i) follow a link to the USSEARCH Web site
          either from a Web page included in any item of Inventory shown on
          Exhibit A hereto, or from a wireless device service advertisement for
          USSEARCH's services and products if InfoSpace caused advertisement to
          be delivered through the wireless device service, and (ii) in the same
          session purchase a USSEARCH service or product from the USSEARCH Web
          site through the USSEARCH Automated Ordering System. A purchase under
          (ii) above shall be deemed to have occurred "in the same session" only
          if such purchase occurs during the period of time beginning with the
          purchaser's initial contact with the USSEARCH Web site and ending upon
          such purchaser's departure from the USSEARCH Web site.

     2.3  Minimum Quarterly Commission. [***].
          ----------------------------

     2.4  Payment of Commissions.  USSEARCH shall calculate and pay to InfoSpace
          ----------------------
          such Commissions as may be owed to InfoSpace hereunder for each
          Contract Quarter within [***] after the end of such Contract Quarter.
          InfoSpace shall have the right, at InfoSpace's sole cost and expense
          and upon reasonable advance notice (but in any event not less than
          five days' advance notice), to inspect such books and records of
          USSEARCH as may be reasonably necessary or desirable for InfoSpace to
          verify USSEARCH's calculation of any Commissions owed.

***   CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARTELY WITH
      THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR AN ORDER
      GRANTING CONFIDENTIAL TREATMENT OF SUCH INFORMATION.

                                       2
<PAGE>

3.   Covenants.
     ---------

     3.1  Compliance With Law.  Each Party shall comply with all Laws and the
          --------------------
          rights of all third parties in the performance of its duties
          hereunder.

     3.2  Performance Maximization.  The Parties have a mutual interest in
          ------------------------
          implementing techniques and strategies consistent with this Agreement
          that will maximize Commissions to InfoSpace and Net Revenue to
          USSEARCH. In that connection, the Parties shall cooperate with each
          other and use all reasonable commercial efforts to maximize such
          Commissions and such Net Revenue, including, without limitation,
          creating effective advertising for present and future USSEARCH
          services and products and integrating the same into the InfoSpace, AOL
          and MSN Web sites and wireless services in a manner and to a degree
          that the Parties' believe will maximize such Commissions and such Net
          Revenue. Without limiting the generality of the foregoing, InfoSpace
          shall, at a minimum, comply at all times with the Performance
          Requirements set forth in Exhibit B attached hereto.

     3.3  Books and Records.  Each Party shall maintain such books and records
          -----------------
          as may be reasonably necessary or desirable for the other Party (at
          such other Party's sole cost and expense) to verify the maintaining
          Party's compliance with this Agreement. Each Party shall provide the
          other Party, upon reasonable advance notice, but in any event not less
          than five days' advance notice, access to such books and records for
          the purpose of verifying such compliance.

4.   Representations and Warranties:
     ------------------------------

     Each Party (a "Representing Party") hereby represents, warrants and
     covenants to the other Party that:

          a.   (i)  The Representing Party is a corporation duly organized,
               validly existing, and in good standing in the State of Delaware,
               and is duly qualified to do business and in good standing in all
               other states wherein the failure to so qualify or to be in good
               standing would have a material adverse effect upon its business,
               assets or financial condition; (ii) the Representing Party has
               full legal right and authority to enter into this Agreement and
               the other documents to be delivered by it hereunder, and to
               consummate the transactions contemplated herein; and (iii) this
               Agreement constitutes a valid and legally binding obligation of
               the Representing Party enforceable in accordance with its terms,
               subject to bankruptcy and similar Laws of general application
               with respect to creditors.

                                       3
<PAGE>

          b.   The execution, delivery, and performance by the Representing
               Party of this Agreement have been duly authorized by all
               necessary corporate action required of it and do not (i) require
               any consent or approval of the Representing Party's stockholders;
               (ii) contravene the Representing Party's articles of
               incorporation, charter or bylaws; (iii) violate any provision of
               any Law presently in effect having applicability to the
               Representing Party; (iv) result in a breach of or constitute a
               default under any Person's rights, or any indenture or loan or
               credit agreement or any other material agreement, license, lease
               or instrument to which the Representing Party is a party or by
               which it or its properties may be bound or affected; (v) result
               in, or require, the creation or imposition of any lien or
               encumbrance, upon or with respect to any of the properties now
               owned or hereafter acquired by it; or (vi) cause the Representing
               Party to be in violation of, or default under, any such Law, any
               such rights or any such material indenture, agreement, license,
               lease or instrument.

          c.   EXCEPT FOR THE REPRESENTING PARTY'S EXPRESS REPRESENTATIONS AND
               WARRANTIES CONTAINED HEREIN, THE REPRESENTING PARTY IS RELYING
               SOLELY ON ITS OWN INSPECTION AND ANALYSIS OF THE OTHER PARTY, AND
               THE OTHER PARTY'S BUSINESS, ASSETS, PRODUCTS AND SERVICES
               (COLLECTIVELY, THE "OTHER PARTY'S OPERATIONS") IN ENTERING INTO
               THIS AGREEMENT AND NOT ON ANY INFORMATION PROVIDED BY THE OTHER
               PARTY, AND THE REPRESENTING PARTY IS PROCEEDING HEREUNDER ON AN
               "AS IS" AND "WHERE IS" BASIS WITH ALL FAULTS CONCERNING THE OTHER
               PARTY AND ITS PRODUCTS AND OPERATIONS NOW KNOWN OR HEREAFTER
               DISCOVERED BY THE REPRESENTING PARTY.

          d.   EXCEPT FOR THE REPRESENTING PARTY'S EXPRESS REPRESENTATIONS AND
               WARRANTIES CONTAINED HEREIN, THE REPRESENTING PARTY ACCEPTS ANY
               AND ALL RISK THAT (i) THE REPRESENTING PARTY MAY NOT BE ABLE TO
               USE, PROFIT OR BENEFIT FROM OR OTHERWISE DISPOSE OF ANY PRODUCT
               OR SERVICE OF THE OTHER PARTY FOR ANY PURPOSE INTENDED OR DESIRED
               BY THE REPRESENTING PARTY; AND (ii) SUCH PRODUCTS OR SERVICES MAY
               NOT HAVE THE UTILITY, VALUE OR

                                       4
<PAGE>

               BENEFIT ASSUMED BY THE REPRESENTING PARTY IN ITS AGREEMENT
               HEREUNDER.

          e.   THE REPRESENTING PARTY HAS BEEN GIVEN A REASONABLE OPPORTUNITY TO
               INSPECT AND ANALYZE THE OTHER PARTY'S OPERATIONS AND ALL ASPECTS
               RELATING THERETO, EITHER INDEPENDENTLY OR THROUGH AFFILIATES OF
               THE REPRESENTING PARTY'S OWN CHOOSING; (ii) THE REPRESENTING
               PARTY HAS CONCLUDED WHATEVER STUDIES, TESTS, AND INVESTIGATIONS
               THE REPRESENTING PARTY DESIRES RELATING THERETO; (iii) THE
               REPRESENTING PARTY HAS REVIEWED AND READ (OR HAS ELECTED NOT TO
               DO SO) AND HAS UNDERSTOOD ALL DOCUMENTS OR INSTRUMENTS OF PUBLIC
               RECORD OR OTHERWISE AVAILABLE FROM ANY GOVERNMENTAL BODY OR
               PROVIDED BY THE OTHER PARTY, THAT AFFECT OR PERTAIN TO THE OTHER
               PARTY'S OPERATIONS AND THAT THE OTHER PARTY DEEMS RELEVANT.

          f.   Except as otherwise expressly provided herein, notwithstanding
               the Representing Party's access to, or handling, possession
               processing or other use of, the property or assets of the other
               Party or any other activities that the Representing Party may
               perform hereunder: (i) the Representing Party does not hold, and
               the Representing Party is not now or hereafter, by virtue of this
               Agreement or any transactions or activities undertaken hereunder
               or contemplated hereby, receiving, obtaining or otherwise being
               granted, assigned, licensed, conveyed, delegated or otherwise
               conferred or vested with, any ownership, proprietary, use,
               access, license or other rights, titles or interests of any kind
               whatsoever in or to any property or assets of the other Party or
               in any existing or future development, improvement or discovery
               with respect thereto, regardless of whether made, commissioned,
               obtained, discovered or occasioned by the Representing Party or
               any other Person; and (ii) the Representing Party's rights with
               respect to the property or assets of the other Party are strictly
               limited to those necessary to fulfill the Representing Party's
               obligations hereunder.

          g.   EXCEPT FOR THE REPRESENTING PARTY'S EXPRESS REPRESENTATIONS AND
               WARRANTIES CONTAINED HEREIN, THE REPRESENTING PARTY HEREBY HAS

                                       5
<PAGE>

               DISCLAIMED, AND WAIVED AND RELEASED THE OTHER PARTY FROM, ANY
               RIGHT OR CLAIM BASED UPON, ANY WARRANTY, GUARANTY OR
               REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WHETHER
               ARISING BY LAW OR ALLEGEDLY MADE EXPRESSLY OR IMPLIEDLY
               (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
               MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) BY THE OTHER
               PARTY OR ANY AFFILIATE OF THE OTHER PARTY, OF, AS TO, OR
               CONCERNING THE OTHER PARTY'S OPERATIONS.

               With respect to the foregoing release of claims, the Representing
               Party acknowledges and waives the provisions of Section 1542 of
               the California Civil Code, which provides as follows:

               "general release does not extend to claims which the creditor
               does not know or suspect to exist in his favor at the time of
               executing the release, which if known by him must have materially
               affected his settlement with the debtor."

               The Representing Party has been fully advised of, and understands
               the purpose and effect of, Section 1542, and acknowledges that
               such release of known and unknown claims provided herein
               constitutes a material aspect of the consideration being
               exchanged. The Representing Party hereby waives any and all
               rights which it may have under Section 1542 or any other state or
               federal statute or common Law or principle of similar effect
               which restricts the release of any such unknown claims.

5.   Proprietary Rights and License.
     ------------------------------

     5.1  Certain Definitions.
          -------------------

          The following terms shall have the following meanings for the purposes
          of this Agreement:

          a.   "SEARCH Content" means any (if any) text, pictures, graphics,
               sound, video, other data, functionality, computer software and
               code that may be provided to InfoSpace by USSearch pursuant to
               this Agreement.

                                       6
<PAGE>

          b.   "SEARCH Marks" means any (if any) SEARCH logos and trademarks
               that may be provided to InfoSpace by USSEARCH pursuant to this
               Agreement.

          c.   "InfoSpace Marks" means any (if any) logos and trademarks that
               may be provided to SEARCH by InfoSpace pursuant to this
               Agreement.

     5.2  License Grant.  USSEARCH hereby grants to InfoSpace for the Term a
          -------------
          non-exclusive, worldwide license to electronically reproduce,
          electronically distribute, create derivative works of, publicly
          perform, publicly display and digitally perform SEARCH Content but
          only to the extent necessary for InfoSpace to perform its obligations
          hereunder. InfoSpace hereby grants to USSEARCH for the Term, a non-
          exclusive, nontransferable, royalty-free, worldwide license to use
          InfoSpace's Marks for the purposes of marketing, promotion, and
          content directories or indexes, and in electronic or printed
          advertising, publicity, press releases, newsletters and mailings about
          USSEARCH.

     5.3  Ownership of SEARCH Content and SEARCH Marks.  All right, title and
          --------------------------------------------
          interest in and to the SEARCH Content and SEARCH Marks as well as
          intellectual property rights (including without limitation all rights
          therein under copyright, trademark, trade secret and similar laws)
          shall remain with SEARCH or its licensors and/or suppliers.
          Notwithstanding the foregoing, USSEARCH hereby grants to InfoSpace a
          non-exclusive, nontransferable, royalty-free, worldwide license to use
          SEARCH Marks but only to the extent necessary for InfoSpace to perform
          its obligations hereunder.

     5.4  Ownership of InfoSpace Marks.  All right, title and interest in and to
          ----------------------------
          the InfoSpace Marks as well as intellectual property rights (including
          without limitation all rights therein under trademark and similar
          laws) shall remain with InfoSpace. InfoSpace hereby grants to USSEARCH
          a non-exclusive, nontransferable, royalty-free, worldwide license to
          use InfoSpace Marks for the purposes of marketing, promotion, and
          content directories or indexes, and in electronic or printed
          advertising, publicity, press releases, newsletters and mailings.

     5.5  Quality Control and Use Restrictions by USSEARCH.  USSEARCH shall use
          ------------------------------------------------
          the InfoSpace Marks in accordance with any reasonable written
          instructions provided by InfoSpace. USSEARCH acknowledges that
          USSEARCH's use of the InfoSpace Marks will not create in it, nor will
          it represent is has, any right, title or interest in or to the
          InfoSpace Marks other than the license granted by InfoSpace above.
          USSEARCH will not challenge the validity of or attempt to register any
          of

                                       7
<PAGE>

          the InfoSpace Marks or its interest therein as a licensee. USSEARCH
          acknowledges InfoSpace's and its Affiliates' ownership and exclusive
          right to use the InfoSpace Marks and agrees that all goodwill arising
          as a result of the use of the InfoSpace Marks shall inure to the
          benefit of InfoSpace and its Affiliates.

     5.6  Quality Control and Use Restrictions by InfoSpace.  InfoSpace shall
          -------------------------------------------------
          use the SEARCH Marks in accordance with any reasonable written
          instructions provided by USSEARCH. InfoSpace acknowledges that
          InfoSpace's use of the SEARCH Marks will not create in it, nor will it
          represent it has, any right, title or interest in or to the SEARCH
          Marks other than the license granted by USSEARCH above. InfoSpace will
          not challenge the validity of or attempt to register any of the SEARCH
          Marks or its interest therein as a licensee. InfoSpace acknowledges
          USSEARCH's and its Affiliates' ownership and exclusive right to use
          the SEARCH Marks and agrees that all goodwill arising as a result of
          the use of the SEARCH Marks shall inure to the benefit of USSEARCH and
          its Affiliates.

     5.7  SEARCH Non-Exclusivity.  Nothing in this Agreement shall be deemed or
          ----------------------
          construed to prohibit USSEARCH from providing the SEARCH Content to
          any other third party.

     5.8  Intellectual Property Representations.  USSEARCH hereby represents and
          -------------------------------------
          warrants to InfoSpace that USSEARCH's use and its license to InfoSpace
          herein of the USSEARCH Content and SEARCH MARKS does not infringe upon
          or otherwise violate the rights of any third parties. Similarly,
          InfoSpace hereby represents and warrants to USSEARCH that InfoSpace's
          use and its license to USSEARCH herein of the InfoSpace Marks does not
          infringe upon or otherwise violate the rights of any third parties.

6.   Limitation of Liability.
     -----------------------

     EXCEPT WITH RESPECT TO ANY LIABILITY OF EITHER PARTY TO THE OTHER PARTY
     ARISING BY REASON OF A BREACH OF SECTION 5.8 HEREOF: IN NO EVENT SHALL
     EITHER PARTY BE LIABLE FOR LOSS OF PROFITS, REVENUES OR DATA, OR ANY
     SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF
     ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL EITHER PARTY'S
     LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY SEARCH
     TO INFOSPACE HEREUNDER.

7.   Events of Default:

                                       8
<PAGE>

     7.1  Definition:  Each of the following shall constitute an "Event of
          ----------
          Default" hereunder:

          a.   The untruth or inaccuracy of any of either Party's
               representations or warranties hereunder, or any failure of either
               Party to perform any of its obligations under Section 8 or
               Section 9.1 hereof.

          b.   Any failure of a Party to perform any of its obligations
               hereunder (other than those covered in subsection (a) above);
               provided, however, that such failure shall not constitute an
               Event of Default if (in the opinion of the non-defaulting Party)
               such failure is capable of cure or remedy and is in fact remedied
               or cured within thirty (30) days after the sooner of the
               defaulting Party's (i) first discovery of such failure or (ii)
               receipt of written notice of such failure from the non-defaulting
               Party.

          c.   The commencement of a voluntary case or other proceeding seeking
               liquidation, reorganization or other relief with respect to a
               Party or its debts under any bankruptcy, insolvency or other
               similar Law now or thereafter in effect; or the seeking of the
               appointment of a trustee, receiver, liquidator, custodian or
               other similar official of a Party or any substantial part of its
               property; or a Party's consent to any such relief or to the
               appointment of or the taking of possession by any such official
               in an involuntary case or other proceeding commenced against a
               Party; or any general assignment for the benefit of creditors; or
               a Party's failure generally to pay, or its confession or
               admission in writing of its general inability to pay, its debts
               as they become due; or a Party's taking of any action to
               authorize any of the foregoing. The defaulting Party under this
               subsection (c) shall be the Party referred to above in this
               subsection (c).

          d.   The commencement of an involuntary case or other proceeding
               against a Party seeking liquidation, reorganization or other
               relief with respect to itself or its debts under any bankruptcy,
               insolvency or other similar Law now or hereafter in effect, or
               the appointment of a trustee, receiver, liquidator, custodian or
               other similar official of a Party or any substantial part of its
               property, and such involuntary case or other proceeding remains
               undismissed and unstayed for a period of sixty (60) days; or the
               entry of an order for relief against a Party under the federal
               bankruptcy Laws as now or hereafter in effect. The defaulting
               Party under this subsection (d) shall mean the Party referred to
               in this subsection (d).

     7.2  Remedies Upon An Event Of Default:
          ---------------------------------

                                       9
<PAGE>

          a.   Upon any Event of Default, the non-defaulting Party shall have
               all rights and remedies that may be available to it under
               applicable Law or otherwise hereunder.

          b.   In addition to any and all rights or remedies that the non-
               defaulting Party may have under applicable Law or otherwise
               hereunder, upon any Event of Default, the non-defaulting Party
               may immediately terminate this Agreement upon delivery of written
               notice of termination to the defaulting Party, and upon any such
               termination, the defaulting Party shall immediately cease all use
               of the property of the non-defaulting Party in the defaulting
               Party's possession or control and deliver the same to the non-
               defaulting Party. Should the defaulting Party fail to comply with
               its obligations pursuant to this Section 7.2(b), then the non-
               defaulting Party or its duly authorized agents, representatives,
               contractors and/or employees shall be entitled to enter upon any
               premises that the defaulting Party may own or control where the
               subject property of the non-defaulting Party may be situated and
               remove the non-defaulting Party's property. The defaulting Party
               hereby grants to the non-defaulting Party and its duly authorized
               agents, representatives, contractors and/or employees an
               irrevocable license to enter, go on and occupy such premises for
               the purpose of removing all such property and/or otherwise
               exercising the non-defaulting Party's rights and remedies
               hereunder.

          c.   In addition to any and all rights or remedies that the non-
               defaulting Party may have under Law or otherwise hereunder, upon
               any Event of Default based upon a breach of the defaulting
               Party's representations or warranties or of the defaulting
               Party's obligations under the Sections hereof referred to in
               Section 7.1(a) hereof, or from a failure of the defaulting Party
               to perform its obligations under Section 7.2(b) hereof, the non-
               defaulting Party may seek to obtain and obtain from any court of
               competent jurisdiction a temporary restraining order and/or
               preliminary or permanent injunction without the posting of a bond
               and without proof of damages that have been or may be caused to
               the non-defaulting Party by such breach. The defaulting Party
               acknowledges that (i) the covenants contained in such Sections
               are a material factor to the non-defaulting Party's execution of
               this Agreement and are necessary and required for the protection
               of the non-defaulting Party; (ii) such covenants relate to
               matters that are of a special, unique and extraordinary character
               that gives each of such covenants a special, unique and
               extraordinary value; and (iii) a breach of any of such covenants
               will result in irreparable harm and

                                       10
<PAGE>

               damages to the non-defaulting Party in an amount difficult to
               ascertain and which cannot be adequately compensated by a
               monetary award. The non-defaulting Party's election to pursue
               injunctive relief shall not, however, constitute a waiver or
               other limitation of its rights to pursue other or additional
               remedies, including, without limitation, declaratory relief or
               damages.

     7.3  Preservation of Rights:  Termination hereof shall not affect the
          ----------------------
          rights of the non-defaulting Party under this Section 7, or the rights
          of either Party in connection with acts, matters or things done,
          committed, omitted or suffered by either Party before and up to the
          date of such termination. The exercise of any rights of enforcement
          hereunder shall not preclude, or be deemed a waiver of, any other
          enforcement rights or remedies available to either Party under Law or
          otherwise, and each Party expressly reserves its rights in respect of
          such additional rights and remedies.

8.   INDEMNIFICATIONS:
     ----------------

     8.1  Indemnified Liabilities:  In the event a Party (the "Indemnifying
          -----------------------
          Party") breaches (or in the event any third party alleges facts that,
          if true, would mean that such Indemnifying Party has breached) any of
          its representations, warranties, agreements or covenants contained
          herein or any rights of any third parties, including, without
          limitation, third-party intellectual property rights, then the
          Indemnifying Party shall (and hereby does) indemnify the other Party
          and its Affiliates (singly and collectively, the "Indemnified Party")
          from and against any Adverse Consequences which the Indemnified Party
          may suffer resulting from, arising out of, relating to, in the nature
          of, or caused by the breach (or the alleged breach) (collectively, the
          "Indemnified Liabilities"); provided, however, that the Indemnifying
          Party shall not have any obligation to any Indemnified Party hereunder
          with respect to any Indemnified Liabilities to the extent such
          Indemnified Liabilities arise solely from the gross negligence or
          willful misconduct of that Indemnified Party as determined by a final
          judgment of a court of competent jurisdiction. To the extent that the
          undertaking to defend, indemnify, pay and hold harmless set forth in
          the preceding sentence may be determined by a final judgment of a
          court of competent jurisdiction to be unenforceable because it is
          violative of any Law or public policy, the Indemnifying Party shall
          contribute the maximum portion that the Indemnifying Party is
          permitted to pay and satisfy under applicable Law to the payment and
          satisfaction of all Indemnified Liabilities incurred by the
          Indemnified Party.

                                       11
<PAGE>

     8.2  Notice:  If any third party shall notify the Indemnified Party with
          ------
          respect to any matter (a "Third-Party Claim")which may give rise to a
          claim for indemnification against the Indemnifying Party hereunder,
          then the Indemnified Party shall promptly notify the Indemnifying
          Party thereof in writing; provided, however, that no delay on the part
          of the Indemnified Party in notifying any Indemnifying Party shall
          relieve the Indemnifying Party from any obligation hereunder unless
          (and then solely to the extent that) the Indemnifying Party is
          prejudiced thereby.

     8.3  Right To Defend:  The Indemnifying Party will have the right to defend
          ---------------
          the Indemnified Party against the Third-Party Claim with counsel of
          its choice reasonably satisfactory to the Indemnified Party so long
          as: (a) the Indemnifying Party notifies the Indemnified Party in
          writing within fifteen (15) days after the Indemnified Party has given
          notice of the Third-Party Claim that the Indemnifying Party will
          indemnify the Indemnified Party from and against the entirety of any
          Adverse Consequences that the Indemnified Party may suffer resulting
          from, arising out of, relating to, in the nature of, or caused by the
          Third-Party Claim; (b) the Indemnifying Party provides the Indemnified
          Party with evidence reasonably acceptable to the Indemnified Party
          that the Indemnifying Party will have the financial resources to
          defend against the Third-Party Claim and fulfill its indemnification
          obligations hereunder; (c) the Third-Party Claim involves only money
          damages and does not seek an injunction or other equitable relief; (d)
          settlement of, or an adverse judgment with respect to, the Third-Party
          Claim is not, in the good faith judgment of the Indemnified Party,
          likely to establish a precedential custom or practice materially
          adverse to the continuing business interests of the Indemnified Party;
          and (e) the Indemnifying Party conducts the defense of the Third-Party
          Claim actively and diligently.

     8.4  Separate Counsel; Settlements, Etc.:  So long as the Indemnifying
          -----------------------------------
          Party is conducting the defense of the Third-Party Claim in accordance
          with Section 8.3 above: (a) the Indemnified Party may retain separate
          co-counsel at its sole cost and expense and participate in the defense
          of the Third-Party Claim; (b) the Indemnified Party will not consent
          to the entry of any judgment or enter into any settlement with respect
          to the Third-Party Claim without the prior written consent of the
          Indemnifying Party (not to be withheld unreasonably); and (c) the
          Indemnifying Party will not consent to the entry of any judgment or
          enter into any settlement with respect to the Third-Party Claim
          without the prior written consent of the Indemnified Party (not to be
          withheld unreasonably).

     8.5  In the event any of the conditions in Section 8.3 above is or becomes
          unsatisfied: (a) the Indemnified Party may defend against, and consent
          to the entry of any

                                       12
<PAGE>

          judgment or enter into any settlement with respect to, the Third-Party
          Claim, to the fullest extent provided in this Section; (b) the
          Indemnifying Party will reimburse the Indemnified Party promptly and
          periodically for the costs of defending against the Third-Party Claim
          (including reasonable attorneys' fees and expenses) to the fullest
          extent provided in this Section, and (c) the Indemnifying Party will
          remain responsible for any Adverse Consequences arising out of,
          relating to, in the nature of, or caused by the Third-Party Claim to
          the fullest extent provided in this Section.

9.   Miscellaneous Provisions.

     9.1  Confidentiality. Each Party may disclose the existence of this
          ---------------
          Agreement, but each Party shall keep the fact of, and the terms and
          conditions of, this Agreement strictly confidential from all third
          parties, except to the extent that disclosure is:  (a) required by
          applicable law, or in connection with the disclosing Party's
          performance of its obligations or the exercise of its rights and
          remedies hereunder, or the consummation of the transactions
          contemplated hereby or (b) to accountants, lawyers or other
          professionals engaged by the disclosing Party in connection with the
          disclosing Party's tax or financial or regulatory reporting or
          accounting.

     9.2  No Third-Party Beneficiaries. Except as otherwise expressly provided
          -----------------------------
          herein, this Agreement shall not confer any rights or remedies upon
          any Person other than the Parties, their respective successors and
          permitted assigns.

     9.3  Entire Agreement.  This Agreement (including any documents, exhibits
          ----------------
          or schedules referred to herein) constitutes the entire agreement
          between the Parties and supersedes any prior understandings,
          agreements, or representations by or between the Parties, written or
          oral, to the extent they are related in any way to the subject matter
          hereof, including, without limitation, that certain Sales Agreement
          Term Sheet dated July 25, 2000 between the Parties.

     9.4  Succession and Assignment. This Agreement shall be binding upon and
          -------------------------
          inure to the benefit of the Parties named herein and their respective
          successors and permitted assigns.  InfoSpace may assign this
          Agreement, upon no less than thirty (30) days' written notice to
          USSEARCH, to its parent corporation, or to any wholly or partially
          owned domestic or foreign subsidiary or joint venture thereof,
          provided that the assignee assumes, and agrees in writing to perform,
          all of InfoSpace's executory obligations and InfoSpace guarantees
          performance by the assignee throughout the Term.  In addition,
          InfoSpace may, upon no less than thirty (30) days' prior written
          notice to USSEARCH, assign its rights under this

                                       13
<PAGE>

          Agreement to any entity acquiring all or substantially all of the
          assets of the InfoSpace. Notwithstanding the above provision, in no
          event may InfoSpace assign this Agreement to any direct competitors of
          USSEARCH without USSEARCH's prior written consent.

     9.5  Counterparts.  This Agreement may be executed in two or more
          ------------
          counterparts, and by different Parties on separate counterparts, each
          of which shall be deemed an original but all of which together will
          constitute one and the same instrument.

     9.6  Headings.  The Section headings contained in this Agreement are
          --------
          inserted for convenience only and shall not affect in any way the
          meaning or interpretation of this Agreement.

     9.7  Notices.  Any notice, consent, report, demand, document or other item
          -------
          to be delivered to a Party hereunder shall be deemed delivered and
          received: (a) when given in writing and personally delivered to the
          Person designated below for the applicable Party; (b) one (1) day
          after delivery to Federal Express or an other nationally known "next-
          day" delivery service with delivery charges prepaid for delivery the
          following business day to the Person designated below for the
          applicable Party; or (c) upon delivery by the United States Postal
          Service, first-class registered or certified mail, postage prepaid,
          return receipt requested; and in any such case shall be delivered to
          the address or addresses indicated for such Party below, and/or to
          such other Person or address as such Party may from time to time by
          written notice designate to the other:

     If to USSEARCH:
     --------------

                         USSEARCH.com Inc.
                         5401 Beethoven Street
                         Los Angeles, CA 90066
                         Attention: Karol Pollock, Esq., Vice President
                                    and General Counsel
                         Tel. No.: (310) 302-6327
                         Fax No.:  (310) 578-5649

     If to InfoSpace:
     ---------------

                         InfoSpace, Inc.
                         601 108th Street, NE
                         Bellevue, WA
                         Attention: Tammy Halstead
                         Tel. No.: (425) 602-0540
                         Fax No.: (____)

                                      14
<PAGE>

     Any Party may send any notice, request, demand, claim, or other
     communication hereunder to the intended recipient at the address set forth
     above using any other means (including personal delivery, expedited
     courier, messenger service, telecopy, telex, ordinary mail, or electronic
     mail), but no such notice, request, demand, claim, or other communication
     shall be deemed to have been duly given unless and until it actually is
     received by the intended recipient.  Any Party may change the address to
     which notices, requests, demands, claims, and other communications
     hereunder are to be delivered by giving the other Party notice in the
     manner herein set forth.

     9.8  Amendments; Waivers.  No amendment or waiver of any provision of this
          -------------------
          Agreement shall be valid unless the same shall be in writing and
          signed by all of the Parties.  No delay or omission in the exercise of
          any right or remedy accruing to a Party upon any breach under this
          Agreement shall impair such right or remedy or be construed as a
          waiver of any such breach theretofore or thereafter occurring.  The
          waiver by a Party of any breach of any term, covenant or condition
          herein stated shall not be deemed to be a waiver of any other breach,
          or of a subsequent breach of the same or any other term, covenant or
          condition herein contained.  Except as otherwise expressly provided
          herein to the contrary, (a) all rights, powers, options, or remedies
          afforded to either Party hereunder or by law shall be cumulative and
          not alternative, and (b) the exercise of one right, power, option, or
          remedy shall not bar other rights, powers, options or remedies allowed
          herein or by law.

     9.9  Severability.  Any term or provision of this Agreement that is
          ------------
          invalid or unenforceable in any situation in any jurisdiction shall
          not affect the validity or enforceability of the remaining terms and
          provisions hereof or the validity or enforceability of the offending
          term or provision in any other situation or in any other jurisdiction.

     9.10 Expenses.  Each Party will bear its own costs and expenses (including
          --------
          legal fees and expenses) incurred in connection with the preparation,
          negotiation and consummation of this Agreement.

     9.11 Construction. The Parties have participated jointly in the negotiation
          ------------
          and drafting of this Agreement and have had competent counsel of their
          own choosing. In the event an ambiguity or question of intent or
          interpretation arises, this Agreement shall be construed as if drafted
          jointly by all the Parties and no presumption or burden of proof shall
          arise favoring or disfavoring any Party by virtue of the authorship of
          any of the provisions of this Agreement. This Agreement shall be given
          a fair and reasonable construction in accordance with the intention of
          the Parties and without regard to or aid of California Civil Code
          Section 1654 or California Code of Civil Procedure Section 1864.

                                       15
<PAGE>

     9.12 Incorporation of Exhibits and Schedules.  Any exhibits or schedules
          ---------------------------------------
          identified in this Agreement are incorporated herein by reference and
          made a part hereof.

     9.13 Attorneys' Fees.  Should any Party institute any action or proceeding
          ---------------
          to enforce any provision of this Agreement, or for damages by reason
          of an alleged breach of any provision of this Agreement, or for a
          declaration of rights hereunder, the prevailing Party in any such
          action shall be entitled to receive from the other Party against which
          such action or proceeding was brought all costs and expenses,
          including reasonable attorneys= fees, incurred by the prevailing Party
          in connection with such action or proceeding.

     9.14 Time of Essence.  Time is of the essence of this Agreement.
          ---------------

     9.15 Period Calculations.  Any period of time specified in this Agreement
          -------------------
          which would otherwise end upon a non-business day shall be extended
          to, and shall end upon, the next following business day.

     9.16 Further Assurances.  Each Party shall from time to time execute,
          ------------------
          acknowledge and deliver such further instruments and perform such
          additional acts as the another Party may reasonably request to
          effectuate the intent of this Agreement.

     9.17 California Law. THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND
          --------------
          DELIVERED AT, AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
          WITH, THE LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO ANY
          PRINCIPLES OF CONFLICTS OF LAW).

     9.18 Signer's Authority.  Each individual who executes this Agreement or
          ------------------
          any document contemplated hereby on behalf of a Party (the
          "Represented Party"), acting in his or her personal capacity, hereby:
          (a) personally represents and warrants to the other Party that (i) he
          or she has all the requisite power and authority to execute and
          deliver this Agreement and any such document on behalf of the
          Represented Party, and (ii) his or her execution and delivery of this
          Agreement and any such document on behalf of the Represented Party and
          the performance of the Represented Party's obligations hereunder or
          thereunder are authorized by, and are not in violation of or in
          conflict with, and do not constitute a default under any term or
          provision of, the Represented Party's constituent or organizational
          documents, including without limitation, (if applicable) its articles
          of incorporation, by-laws, trust agreement, membership agreement or
          operating

                                       16
<PAGE>

          agreement; (b) indemnifies, holds harmless and agrees to defend (with
          counsel reasonably acceptable to the other Party) from and against any
          and all claims, losses, liabilities, costs or expenses, including,
          without limitation, reasonable attorneys' fees), arising out of, or in
          connection with, any actual or alleged breach of his or her
          representations and warranties in subpart (a) above; and (c)
          understands and agrees that the other Party will have personal
          recourse against him or her for any breach by him or her of his or her
          representations, warranties or agreements in this Section.

     9.19 Jurisdiction.  AS PART OF THE CONSIDERATION FOR THIS AGREEMENT AND
          ------------
          REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF
          BUSINESS OF ANY PARTY, EACH PARTY HEREBY CONSENTS AND AGREES THAT THE
          SUPERIOR COURT OF LOS ANGELES COUNTY, OR, THE UNITED STATES DISTRICT
          COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA, SHALL HAVE EXCLUSIVE
          JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE
          PARTIES PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF
          OR RELATED TO THIS AGREEMENT.  EACH PARTY EXPRESSLY SUBMITS AND
          CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT,
          COMMENCED IN ANY SUCH COURT, AND EACH PARTY HEREBY WAIVES ANY
          OBJECTION WHICH SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL
          JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS, AND HEREBY
                                          ----- --- ----------
          CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS
          DEEMED APPROPRIATE BY SUCH COURT.  EACH PARTY HEREBY WAIVES PERSONAL
          SERVICE OF SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH
          ACTION OR SUIT, AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND
          OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO
          SUCH PARTY AT THE ADDRESS SET FORTH IN THIS AGREEMENT, AND THAT
          SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH
          PARTY=S ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE
          U.S. MAILS, PROPER POSTAGE PREPAID.  NOTHING IN THIS AGREEMENT SHALL
          BE DEEMED (OR OPERATE) TO AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL
          PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE
          ENFORCEMENT BY ANY PARTY OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH
          FORUM OR THE TAKING OF ANY ACTION

                                       17
<PAGE>

          UNDER THIS AGREEMENT TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE
          FORUM OR JURISDICTION.

     9.20 Parties' Relationship.  Notwithstanding any provision of this
          ---------------------
          Agreement or any document or transaction contemplated hereby to the
          contrary: (a)  the relationship between the USSearch on the one hand
          and InfoSpace on the other in connection with this Agreement is
          intended to be, and the Parties specifically agree that it is, limited
          to a contractual relationship between two third-parties in a
          commercial transaction between sophisticated commercial entities
          dealing with each other on an arm's-length basis; and (b) no Party is
          intended to be, and the Parties specifically agree that no Party is,
          by virtue of this Agreement or the transactions contemplated hereby, a
          partner, joint venturer, fiduciary, quasi-fiduciary, alter-ego,
          manager, shareholder, controlling person of the other Party, and no
          Party intends to assume any such status or any duties, obligations or
          limitations associated therewith.

     9.21 Investigation.  Notwithstanding any past, present or future right of
          -------------
          either Party to investigate the affairs of the other Party and
          notwithstanding any past, present or future knowledge of facts
          determined or determinable by such Party pursuant to such
          investigation or right of investigation, such Party has the right to
          rely fully upon the representations, warranties, covenants and
          agreements now or hereafter made by the other Party hereunder.

     9.22 Waiver of Jury Trial.  EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT
          --------------------
          TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a)
          ARISING UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR INSTRUMENT
          ATTACHED HERETO, REFERRED TO HEREIN OR DELIVERED IN CONNECTION
          HEREWITH, OR (b) IN ANY WAY CONNECTED HEREWITH, OR THE TRANSACTIONS
          RELATED HERETO, IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR
          OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
          CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
          TRIAL WITHOUT A JURY, AND THAT EACH PARTY TO THIS AGREEMENT MAY FILE
                ------- - ----
          AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT OR
          OTHER GOVERNMENTAL BODY AS WRITTEN EVIDENCE OF THE CONSENT OF THE
          PARTIES HERETO TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY
          JURY.

                                       18
<PAGE>

     BY PLACING ITS INITIALS BELOW, EACH PARTY SIGNIFIES THAT IT HAS READ,
UNDERSTOOD AND AGREED TO THIS SECTION.


USSEARCH's INITIALS:  /s/ KLP ;              InfoSpace's INITIALS: /s/ TDH     ,
                     ---------                                    -------------

          IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.

          NOTE: THIS AGREEMENT CONTAINS A WAIVER OF THE RIGHT TO A JURY TRIAL;
READ CAREFULLY BEFORE EXECUTING.

  InfoSpace, Inc.              USSEARCH.com Inc.



  By: /s/ TAMMY D. HALSTEAD                  By: /S/ KAROL POLLOCK
      -----------------------------              -----------------------------
  Name:  Tammy D. Halstead                   Name: Karol Pollock
        ---------------------------                ---------------------------
  Its:   SUP and CAO                         Its:  General Counsel
       ----------------------------               ----------------------------

                                       19
<PAGE>

1.   DEFINITIONS:  In addition to any other terms defined elsewhere herein, the
     following terms have the following meanings:

          "Adverse Consequences" means all actions, suits, proceedings,
          hearings, investigations, charges, complaints, claims, demands,
          injunctions, judgments, orders, decrees, rulings, damages, dues,
          penalties, fines, costs, amounts paid in settlement, Liabilities,
          obligations, taxes, liens, losses, disbursements, expenses, and fees,
          including court costs and attorneys' fees and expenses, in each case:
          (a) net of any insurance recoveries (except to the extent such
          recoveries increase the cost of insurance, through retrospective
          adjustments or otherwise), (b) net of any tax benefit, after taking
          into account any tax detriment of any indemnity, and (c) after
          accounting for the time cost of money using the prime rate of the
          largest (in terms of assets) U.S. bank as the discount rate.

          "Affiliate" means any Person who or which may control, be controlled
          by, or be under common control with, another Person, including,
          without limitation, the other Person's employees, agents,
          representatives, licensees, permittees, contractors or subcontractors,
          where control means the possession, directly or indirectly, of the
          power to direct or cause the direction of the management and policies
          of a Person, whether through ownership of voting securities, by
          contract, or otherwise.

          "Agreement" means this Agreement (as the same may be amended from time
          to time), and includes all schedules or exhibits attached hereto.

          "Governmental Body" means any commonwealth, national, state,
          territorial, regional, provincial, municipal, parish or local
          jurisdiction of any kind (whether within or outside the U.S.
          (including, without limitation, those of the U.S., or any state,
          district, province, city or town therein); or any governmental,
          judicial, legislative, executive or monetary authority or regulatory
          body, or any subdivision, agency, commission or authority of any such
          jurisdiction; or any quasi-governmental or private body exercising any
          regulatory authority thereunder; or any court, arbitrator, grand jury
          or other judicial or quasi-judicial tribunal, agency or department.

          "Laws" means all applicable statutes, laws (federal, national, state,
          local, foreign, common or otherwise), treaties, ordinances,
          regulations, rules, codes, orders, judgments, permits, licenses,
          certificates, orders, directives, requests for information, notices,
          writs, injunctions, decrees or like action of any Governmental Body.

                                       20
<PAGE>

                                  SCHEDULE 1

          "Liability" means any liability (whether known or unknown, whether
          asserted or unasserted, whether absolute or contingent, whether
          accrued or unaccrued, whether liquidated or unliquidated, and whether
          due or to become due).

          "Person" means an individual natural person, a corporation, a
          partnership, an association, a trust or any other entity or
          organization, including, without limitation, a Governmental Body.

                                       21
<PAGE>

                                  SCHEDULE I

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

               Inventory                     Calendar Monthly Impressions
               ---------                     ----------------------------

--------------------------------------------------------------------------------
[***]

***  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR AN ORDER
     GRANTING CONFIDENTIAL TREATMENT OF SUCH INFORMATION.







                                   EXHIBIT A

                                       22
<PAGE>

                           Performance Requirements

 .    Run-of-site button, banner, and textlink placement at US Search.com option
     (this includes realtime access to Infospace ad servers, and ability to
     rotate "best performers")

Allow US Search.com to "Sublet" button space to its Affiliates

Preferred advertiser positioning

 .    Bold and/or colored textlink, priority positioning above other advertisers
     (including both vertical and horizontal nav bar position)
 .    Preferred positioning
 .    Exclusivity: Exclusivity on the home page of the Public Records channel on
     the Infospace Web site and elsewhere, as agreed

Strategic real-estate mapping-Tighter integration within Portal
(Tailor advertisements toward whatever high-impression area where US Search is
positioned)
 .    example:  InfoSpace Business Section-buttons/textlinks directed towards
     business verification
 .    example:  InfoSpace WP Add/Remove Listing Section-customized button
     directed towards users that want to know what others can find out about
     them

Public Records Channel within Infospace (similar to InfoSpace's Law Channel)
 .    Stays within the InfoSpace domain
 .    Provides end-user with content for Information Search, Verification,
     Employment Screening, and specifics about certain public record searching
     (e.g., county records)
 .    US Search.com sponsorship-positioned buttons and links to US Search's site
 .    The Public Records link on Infospace's web directory will link to this
     channel (currently links directly to US Search's site)
 .    US Search.com ability to edit copy and make current content offerings on
     page, subject to InfoSpace approval

Metrics
 .    Monthly review sessions with both Parties' teams
 .    Additional metrics to be discussed

Project Launches (Services to be agreed and defined by both Parties)
$    Global extension-InfoSpace to expand US Search.com services
$    Special launch of new US Search.com validation and verification services in
     various shopping auction business and professional services sites.
     Continuous promotion of these services to relevant areas of the InfoSpace
     Network.

                                   EXHIBIT B

                                       23
<PAGE>

                                   EXHIBIT B

                                       24