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                                                                 Exhibit 10.18
                                     [Logo]

  UNITED STATES INTERNET CONTENT (WORLD WIDE WEB SITE) DISTRIBUTION AGREEMENT

     THIS AGREEMENT, dated as of March 30, 2000 (the "Effective Date"), is
made by and between InfoSpace.com, Inc., a Delaware corporation,
("InfoSpace"), with offices at 15375 NE 90th Street, Redmond, WA 98052, and
FreeInternet.com __________________________, a __________________________
corporation ("Company"), with offices at 909 South 336th St. Suite #110,
Federal Way, WA 98003.

                                    RECITALS

     This Agreement is entered into with reference to the following facts:

     A. InfoSpace maintains on certain locations of the InfoSpace Web Sites
(as defined below) and makes available to Internet users certain content,
resources, archives, indices, software, catalogs and collections of
information (collectively, such materials are identified in Exhibit A and
referred to herein as the "Content").

     B. InfoSpace wishes to grant certain rights and licenses to Company with
respect to access to the Content and certain other matters, and Company
wishes to grant certain rights and licenses to InfoSpace with respect to the
Company Web Sites (as defined below) and certain other matters, as set forth
in this Agreement.

                                    AGREEMENT

The parties agree as follows:

         SECTION 1.   DEFINITIONS.

         As used herein, the following terms have the following defined
meanings:

     "BANNER ADVERTISEMENT" means a rotating banner advertisement of up to
approximately 468 x 60 pixels located at the top and/or bottom of a Web Page,
or other advertisements, sponsorships or other promotions on or related to a
Personal Desktop Portal Page, as may be designated by InfoSpace.

     "CO-BRANDED PAGES" means, collectively, Query Pages, Results Pages and
Personal Desktop Portal Pages.

     "COMPANY MARKS" means those Trademarks of Company set forth on Exhibit B
hereto and such other Trademarks (if any) of Company which Company may own or
use from time to time.

     "COMPANY WEB SITES" means, collectively, all Web Sites maintained by or
on behalf of Company and its affiliates.

     "GRAPHICAL USER INTERFACE" means a graphical user interface, to be
designed by Company and InfoSpace and implemented by InfoSpace pursuant to
the terms of this Agreement, that contains or implements branding, graphics,
navigation, content or other characteristics or features such that a user
reasonably would conclude that such interface is part of the Company Web
Sites.

     "IMPRESSION" means a user's viewing of any discrete screen of a
Co-branded Page containing any Banner Advertisement.

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     "INFOSPACE MARKS" means those Trademarks of InfoSpace set forth on
Exhibit B hereto and such other Trademarks (if any) as InfoSpace may from
time to time notify Company in writing to be "InfoSpace Marks" within the
meaning of this Agreement.

     "INFOSPACE WEB SITES" means, collectively: (a) the Web Sites, the
primary home page of which is located at http://www.infospace.com; and (b)
other Web Sites maintained by InfoSpace and its affiliates.

     "INTELLECTUAL PROPERTY RIGHTS" means any patent, copyright, rights in
Trademarks, trade secret rights, moral rights and other intellectual property
or proprietary rights arising under the laws of any jurisdiction.

     "PERSON" means any natural person, corporation, partnership, limited
liability company or other entity.

     "PERSONAL DESKTOP PORTAL APPLICATION" (or abbreviation PDP, Desktop
Portal, or the like used herein) means a version (as designated by InfoSpace)
of a downloadable software application currently known as "The InfoSpace
Personal Desktop Portal" whereby end users are able to access and display
certain content, and any successors and/or revisions to such application as
InfoSpace may designate in its sole discretion.

     "PERSONAL DESKTOP PORTAL PAGE" means any page hosted on the InfoSpace
Web Sites, and served to an end user who accessed such page through a version
of the Personal Desktop Portal Application that such end user downloaded from
a Query Page or Results Page, which may incorporate a Graphical User
Interface and/or which users may input queries and searches relating to the
Content.

     "QUERY PAGE" means any page hosted on the InfoSpace Web Sites which may
incorporate the Graphical User Interface and/or on which users clicking
directly from the Company Web Sites may input queries and searches relating
to the Content or may include download of or access to Content.

     "RESULTS PAGE" means any page hosted on the InfoSpace Web Sites which
may incorporate the Graphical User Interface and/or displays Content in
response to queries and searches made on a Query Page or Personal Desktop
Portal Page.

     "TRADEMARKS" means any trademarks, service marks, trade dress, trade
names, corporate names, proprietary logos or indicia and other source or
business identifiers.

     "WEB SITE" means any point of presence maintained on the Internet or on
any other public data network. With respect to any Website maintained on the
World Wide Web, such Website includes all HTML pages (or similar unit of
information presented in any relevant data protocol) that either (a) are
identified by the same second-level domain (such as infospace.com) or by the
same equivalent level identifier in any relevant address scheme, or (b)
contain branding, graphics, navigation or other characteristics such that a
user reasonably would conclude that the pages are part of an integrated
information or service offering.

     2.   CERTAIN RIGHTS GRANTED.

     2.1  INFOSPACE GRANT. Subject to the terms and conditions of this
Agreement, InfoSpace hereby grants to Company the following rights:

          (a)  the right to include on the Company Web Sites hypertext links
(whether in graphical, text or other format) which enable "point and click"
access to locations of the InfoSpace Web Sites specified by InfoSpace (and
subject to change by InfoSpace from time to time); and

          (b)  the right to permit users to link to Results Pages via Query
Pages and/or to Personal Desktop Portal Pages hosted on the InfoSpace Web
Sites.

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     2.2  COMPANY GRANT.  Subject to the terms and conditions of this
Agreement, Company hereby grants InfoSpace the following rights:

          (a)  the right to include on the InfoSpace Web Sites hypertext
links (whether in graphical, text or other format) which enable "point and
click" access to locations of the Company Web Sites specified by Company (and
subject to change by Company from time to time);

          (b)  the right to sell and serve Banner Advertisements and other
promotions on the Co-branded Pages; and

          (c)  the right to track the number of Impressions.

     2.3  LIMITATIONS.  Company and its affiliates shall have no right to
reproduce or sub-license, re-sell or otherwise distribute all or any portion
of the Content to any Person including via the Internet (including the World
Wide Web) or any successor public or private data network. This Agreement and
delivery of the Content or any portion hereunder to Company shall not cause
InfoSpace to be in violation of any law of any jurisdiction or third party
agreement, and InfoSpace may at any time modify its grant of rights to the
extent necessary to ensure compliance. InfoSpace may from time to time issue
additional guidelines with respect to use or display of any of the Content,
or issue requirements based upon InfoSpace's obligations to third party
Content providers, and Company will implement such requirements. Company
shall implement and/or cooperate with InfoSpace in its implementation of bug
fixes, updates, and minimum build requirements for any Content supplied by
InfoSpace, promptly upon the request of InfoSpace. Company shall not have any
right to: (a) edit or modify any Banner Advertisements submitted for
Co-branded Page; (b) "frame" Content unless expressly allowed by InfoSpace;
or (c) remove, obscure or alter any legal notices, including notices of
Intellectual Property Rights appearing in or on any materials (including
Banner Advertisements). No Banner Advertisements for a Co-branded Page shall
advertise or promote a direct competitor of Company or InfoSpace.

     2.4  COMPANY MARKS LICENSE. Subject to Section 2.6, Company hereby
grants InfoSpace the right to use, reproduce, publish, perform and display
the Company Marks: (a) on the InfoSpace Web Sites in connection with the
posting of hyperlinks to the Company Web Sites; (b) in and in connection with
the development, use, reproduction, modification, adaptation, publication,
display and performance of the Graphical User Interface, Results Pages and
(if applicable) the Personal Desktop Portal Pages; and (c) in promotional and
marketing materials, content directories and indexes, and electronic and
printed advertising, publicity, press releases, newsletters and mailings
about InfoSpace.

     2.5  INFOSPACE MARKS LICENSE.  Subject to Section 2.6, InfoSpace hereby
grants the right to use, reproduce, publish, perform and display the
InfoSpace Marks; (a) on the Company Web Sites in connection with the posting
of hyperlinks to the InfoSpace Web Sites; (b) in and in connection with the
development, use, reproduction in promotional and marketing materials,
content directories and indexes, and electronic and printed advertising,
publicity, press releases, newsletters and mailings about the Company.

     2.6  APPROVAL OF TRADEMARK USAGE.  InfoSpace shall not use or exploit
in any manner any of the Company Marks, and Company shall not use or exploit
in any manner any of the InfoSpace Marks, except in such manner and media as
the other party may consent to in writing, which consent shall not be the
unreasonably withheld or delayed. Either party may revoke or modify any such
consent upon written notice to the other party.

     2.7  PREFERRED CONTENT PROVIDER.   InfoSpace will be the primary and
preferred content provider for the Freei.net portal in content categories
where InfoSpace provides content; provided that InfoSpace will not be
exclusive content provider. Freei may add enhanced vertical content to
complement existing InfoSpace content, and Freei may fulfill any current
contractual content obligations. InfoSpace shall have first right of
consideration on all technology solutions that Freei may implement on its
portal site.

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     3.    CERTAIN OBLIGATIONS OF THE PARTIES.

     3.1   GRAPHICAL USER INTERFACE AND CO-BRANDED PAGES. To the extent
provided in this Agreement, Company and InfoSpace will cooperate to design
the user-perceptible elements of the Graphical User Interface, with the goals
of: (a) conforming the display output of the "look and feel" associated with
the applicable Company Web Sites; and (b) maximizing the commercial
effectiveness thereof. Following agreement by the parties upon the design
specifications thereof, InfoSpace will use commercially reasonable efforts to
develop the Graphical User Interface and to implement the same on Co-branded
Pages. InfoSpace shall have no liability or obligation for failure to develop
or implement the Graphical User Interface or any Co-branded Pages as
contemplated by this Section 3.1, or for any nonconformity with the design
specifications agreed upon by the parties, provided InfoSpace has used
commercially reasonable efforts to develop and implement the same as provided
in this Section 3.1. The URL for the Co-Branded Pages shall not include
Company's domain name. Any re-designs or non-standard designs requested by
Company (beyond the initial single standard template design contemplated by
this section) shall be charged at InfoSpace's then current rates.

           3.1.1.  INFOSPACE AND COMPANY DEVELOPMENT EFFORTS. InfoSpace and
company shall use commercially reasonable efforts to complete the development
and mutual distribution activities set forth in Exhibit D.

     3.2   COMPANY OBLIGATIONS. Company shall integrate links to pages of the
InfoSpace Web Sites determined by InfoSpace (and subject to change by
InfoSpace from time to time) on the primary home page for each of the Company
Web Sites. In addition, and unless otherwise designated by InfoSpace, the
InfoSpace logo and at least one other link pointing to pages of the InfoSpace
Web Sites specified by InfoSpace (and subject to change by InfoSpace from
time to time) will be present on all Co-branded Pages. Each link contemplated
by this Section 3.2 shall be: (a) prominent in relation to links to other Web
Sites on the applicable page (and in any event at least as prominent as any
link to any third party Web Site); and (b) above-the-fold (i.e., immediately
visible to any user accessing the applicable page without the necessity of
scrolling downward or horizontally).

           3.2.1.  RE-SALE OF CONTENT SERVICES. During the term, Company will
distribute Content services (e.g. the Personal Desktop Portal Application),
or appropriate portions thereof as agreed by InfoSpace and Company, to Company
Affiliates ("Company Affiliates" shall include only Web Sites of companies
who are referred directly by Company for provision of the Content and which
would comply with all provisions of this Agreement). Company and Company
Affiliates shall agree to all terms and conditions of InfoSpace's provision
of the Content. Company shall comply with all other reasonable requirements,
guidelines, terms and conditions that InfoSpace may from time to time advise
with respect all aspects of the resale to Company Affiliates, InfoSpace
reserves at all times the right to refuse to provide access to all or any
portion of the content any Company Affiliate(s) under this Agreement.
Company shall keep records of distribution of the Content to Company
Affiliates, and provide them quarterly to InfoSpace attention: Accounting.
InfoSpace may request that Company provide co-branded navigation elements
(customized header and/or footer) for the co-branding of Web Sites of
Company's Affiliates. InfoSpace may incorporate these co-branded navigational
elements into the sites of Company Affiliates who enter into an agreement
with InfoSpace for the provision of the Content. Unless otherwise specified,
the Company Affiliate sites will receive standard templates designed for
Company and will involve only basic changes (which Company will supply).
InfoSpace reserves the right to charge the requesting party (Company or it's
affiliate, as the case by be), a fee for any special requested additional
changes by a Company Affiliates to the templates.

     3.3   ACCESSIBILITY OF WEB SITES. Each party will use commercially
reasonable efforts to maintain accessibility of its Web Sites.

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     3.4  IMPRESSION INFORMATION.  InfoSpace shall track and allow the
Company to remotely access in electronic form information maintained by
InfoSpace concerning the number of Impressions.

     3.5  PUBLICITY.  The parties may work together to issue publicity and
general marketing communications concerning their relationship and other
mutually agreed-upon matters, provided, however, that neither party shall have
any obligation to do so. In addition, neither party shall issue such
publicity and general marketing communications concerning their relationship
without the prior written consent of the other party (not to be unreasonably
withheld). Neither party shall disclose the terms of this Agreement to any
third party other than its outside counsel, auditors, and financial advisors,
except as required by law.

     4.   ADVERTISING AND REVENUE.

     4.1  PLACEMENT OF BANNER ADVERTISEMENTS.  In addition to the terms and
conditions otherwise set forth in this Agreement, Banner Advertisements sold
on the Co-branded Pages shall be governed by the terms and conditions set
forth on Exhibit C.

     4.2  REMUNERATION; COLLECTION. The Company will pay to InfoSpace the
amounts as set forth on Exhibit C and Exhibit D. Any amount not paid when
due, or as invoiced, will be subject to a finance charge equal to one and
one-half percent (1.5%) per month or the highest rate allowable by law,
whichever is less, determined and compounded daily from the date due until
the date paid. Payment of such finance charges will not excuse or cure any
breach or default for late payment. InfoSpace may accept any check or payment
without prejudice to its rights to recover the balance due or to pursue any
other right or remedy. No endorsement or statement on any check or payment or
letter accompanying any check or payment or elsewhere will be construed as an
accord or satisfaction. Unless explicitly stated on Exhibit C or Exhibit D,
all amounts payable under this Agreement are denominated in United States
dollars, non-refundable, and Company will pay all amounts payable under this
Agreement in lawful money of the United States In the event Company fails to
make timely payment, InfoSpace shall have the right, in addition to all other
rights under this Agreement, to terminate, after ten days prior written
notice, all links, content, or services provided to Company under this
Agreement. If Company fails to make timely payment, Company will be
responsible for all reasonable expenses (including attorney fees) incurred by
InfoSpace in collecting such amounts.

     5.   WARRANTIES, INDEMNIFICATION AND LIMITATION OF DIRECT LIABILITY.

     5.1  WARRANTIES

     The parties to this Agreement represent and warrant as follows:

     a)   Each party warrants that it has the full corporate right, power and
          authority to enter into this Agreement and to perform the acts
          required of it hereunder;

     b)   Each party warrants that its execution of this Agreement by such
          party and performance of its obligations hereunder, do not and
          will not violate any agreement to which it is a party or by which
          it is bound; and in performance under and related to this
          Agreement, the parties shall comply with all applicable laws, rules
          and regulations (including, without limitation, privacy, export
          control and obscenity laws); and

     c)   Each party warrants that when executed and delivered, this
          Agreement will constitute the legal, valid and binding obligation
          of such party, enforceable against it in accordance with its terms.

     d)   Each party warrants that its Web Sites and the content contained
          therein, and all Banner Advertisements served or submitted for the
          Co-branded Pages, as the case may be, will not contain any material
          that is obscene, pornographic, profane, fraudulent, libelous or
          defamatory, or infringing of any third party Intellectual Property
          Rights.

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     5.2  INDEMNIFICATION.  Each party (the "Indemnifying Party") will
defend, indemnify and hold harmless the other party (the "Indemnified
Party"), and the respective directors, officers, employees and agent of the
Indemnified Party, from and against any and all claimS, costs, losses,
damages, judgments and expenses (including reasonable attorneys' fees)
arising out of or in connection with any third-party claim alleging any breach
of such party's representations or warranties or covenants set forth in this
Agreement. The Indemnified Party agrees that the Indemnifying Party shall
have sole and exclusive control over the defense and settlement of any such
third party claim. The Indemnified Party shall promptly notify the
Indemnifying Party of any such claim of which it becomes aware and shall:
(a) at the Indemnifying Party's expense, provide reasonable cooperation to
the Indemnifying Party in connection with the defense or settlement of any
such claim; and (b) at the Indemnified Party's expense, be entitled to
participate in the defense of any such claim. The Indemnifying Party shall
not acquiesce to any judgment or enter into any settlement that adversely
affects the Indemnified Party's rights or interests without prior written
consent of the Indemnified Party.

     5.3  LIMITATION OF LIABILITY; DISCLAIMER.

          (a)  Liability.  UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT
LIMITED TO, LOSS OR REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. NEITHER
INFOSPACE NOR COMPANY'S LIABILITY (WHETHER ARISING IN TORT, CONTRACT OR
OTHERWISE AN NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE
OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OF SUCH PARTY) UNDER THIS
AGREEMENT OR WITH REGARD TO ANY OF THE PRODUCTS OR SERVICES RENDERED BY
EITHER PARTY UNDER THIS AGREEMENT (INCLUDING ANY SERVERS OR OTHER HARDWARE,
SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY INFOSPACE, COMPANY, OR ANY
THIRD PARTIES IN CONNECTION WITH HOSTING THE CO-BRANDED PAGES OR PROVIDING
CONTENT), THE INFOSPACE WEB SITES AND ANY OTHER ITEMS OR SERVICES FURNISHED
UNDER THIS AGREEMENT. IN NO EVENT WILL INFOSPACE OR COMPANY'S AGGREGATE
LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE COMPENSATION PAID BY
COMPANY TO INFOSPACE UNDER THIS AGREEMENT.

          (b)  No Additional Warranties.  EXCEPT AS SET FORTH IN THIS
AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS,
ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED
WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), AND EACH
PARTY HEREBY SPECIFICALLY DISCLAIMS ANY CLAIM IN TORT (INCLUDING NEGLIGENCE),
IN EACH CASE, REGARDING THEIR WEB SITES, ANY PRODUCTS OR SERVICES DESCRIBED
THEREON, ANY BANNER ADVERTISEMENTS, ANY SOFTWARE, OR ANY OTHER ITEMS OR
SERVICES PROVIDED UNDER THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, COMPANY AND INFOSPACE ACKNOWLEDGE THAT THEIR RESPECTIVE WEB
SITES AND THE CONTENT (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND
ANY OTHER ITEMS USED OR PROVIDED BY THE PARTIES OR ANY THIRD PARTIES IN
CONNECTION WITH HOSTING THE WEB SITES OR THE CONTENT OR PERFORMANCE OF ANY
SERVICES HEREUNDER) ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND.
COMPANY AND INFOSPACE ACKNOWLEDGE THAT INFOSPACE AND COMPANY MAKE NO WARRANTY
THAT IT WILL CONTINUE TO OPERATE ITS WEB SITES OR OFFER THE CONTENT IN ITS
CURRENT FORM, THAT ITS WEB SITES OR THE CONTENT WILL BE ACCESSIBLE WITHOUT
INTERRUPTION, THAT THE SITES OR THE CONTENT WILL MEET THE REQUIREMENTS OR
EXPECTATIONS OF THE OTHER PARTY, OR THAT THE CONTENT, SOFTWARE OR ANY OTHER
ANY

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MATERIALS ON ITS WEB SITES OR THE SERVERS AND SOFTWARE THAT MAKES ITS WEB
SITES AVAILABLE ARE FREE FROM ERRORS, DEFECTS, DESIGN FLAWS OR OMISSIONS.

    6.  TERM AND TERMINATION.

    6.1 TERM. The term of this Agreement is as set forth on Exhibit C and
(Exhibit D regarding email services).

    6.2 TERMINATION. Either party may terminate the Term upon not less than
thirty (30) days' prior written notice to the other party of any material
breach hereof by such other party, provided that such other party has not
cured such material breach within such thirty (30) day period.

    6.3 EFFECT OF TERMINATION. Upon termination or expiration of the Term for
any reason, all rights and obligations of the parties under this Agreement
shall be extinguished, except that: (a) all accrued payment obligations
hereunder shall survive such termination or expiration; and (b) the rights
and obligations of the parties under Sections 4.2, 4.3, 5,6,7 and 8 shall
survive such termination or expiration.

    7.  INTELLECTUAL PROPERTY

    7.1 COMPANY. As between the parties, Company retains all right, title and
interest in and to the Company Web Sites (including, without limitation, any
and all content, data, URLs, domain names, technology, software, code, user
interfaces, "look and feel". Trademarks and other items posted thereon or
used in connection or associated therewith; but excluding any Content or
other items supplied by InfoSpace) and the Company Marks along with all
Intellectual Property Rights associated with any of the foregoing. All
goodwill arising out of InfoSpace's use of any of the Company Marks shall
inure solely to the benefit of Company.

    7.2 INFOSPACE. As between the parties, InfoSpace retains all right, title
and interest in and to the Content and the InfoSpace Web Sites (including,
without limitation, any and all content, data, URLs, domain names,
technology, software (including, without limitation, the Personal Desktop
Portal Application), code, user interfaces, "look and feel". Trademarks and
other items posted thereon or used in connection or associated therewith; but
excluding any items supplied by Company), user data gathered from or through
any InfoSpace tools or applications, and the infoSpace Marks, along with all
Intellectual Property Rights associated with any of the foregoing. All
goodwill arising out of Company's use of any of the InfoSpace Marks shall
inure solely to the benefit of InfoSpace.

    7.3 COPYRIGHT NOTICES. All Co-branded Pages will include the following
acknowledgment, along with the InfoSpace logo.

            "Powered by InfoSpace" or "Powered by InfoSpace.com"

    InfoSpace and Company acknowledge that the Co-branded pages may also
contain copyright and patent notices of copyrighted or copyrightable works,
including those of InfoSpace Content providers. InfoSpace will be given
credit in advertisements of Company which promote the Content services
provided by InfoSpace in a manner such as "brought to you by InfoSpace.com"
or similar text.

    7.4 OTHER TRADEMARKS. InfoSpace shall not register or attempt to register
any of the Company Marks or any Trademarks which Company reasonably deems to
be confusingly similar to any of the Company Marks. Company shall not
register or attempt to register any of the InfoSpace Marks or any Trademarks
which InfoSpace reasonably deems to be confusingly similar to any of the
InfoSpace Marks.

    7.5 FURTHER ASSURANCES. Each party shall take, at the other party's
expense, such action (including, without limitation, execution of affidavits
or other documents) as the other party may reasonably request to effect,
perfect or confirm such other party's ownership interests and other rights as
set forth above in this Section 7.


                                      -7-

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     8.    GENERAL PROVISIONS.

     8.1.  CONFIDENTIALITY. Each party (the "Receiving Party") undertakes to
retain in confidence the terms of this Agreement and all other non-public
information and know-how of the other party disclosed or acquired by the
Receiving Party pursuant to or in connection with this Agreement which is
either designated as proprietary and/or confidential or by the nature of the
circumstances surrounding disclosure, ought in good faith to be treated as
proprietary and/or confidential ("Confidential Information"); provided that
each party may disclose the terms and conditions of this Agreement to its
immediate legal and financial consultants in the ordinary course of its
business. Each party agrees to use commercially reasonable efforts to protect
Confidential Information of the other party, and in any event, to take
precautions at least as great as those taken to protect its own confidential
information of a similar nature. Company acknowledges that the terms of this
Agreement and user information are Confidential Information of InfoSpace. The
foregoing restrictions shall not apply to any information that: (a) was known
by the receiving Party prior to disclosure thereof by the other party: (b)
was in or entered the public domain through no fault of the Receiving Party;
(c) is disclosed to the Receiving Party by a third party legally entitled to
make such disclosure without violation of any obligation of confidentiality;
(d) is required to be disclosed by applicable laws or regulations (but in
such event, only to the extent required to be disclosed); or (e) is
independently developed by the Receiving Party without reference to any
Confidential Information of the other party. Upon request of the other party,
or in any event upon any termination or expiration of the Term, each party
shall return to the other all materials, in any medium, which contain,
embody, reflect or reference all or any part of any Confidential Information
of the other party. Each party acknowledges that breach of this provision by
it would result in irreparable harm to the other party, for which money
damages would be an insufficient remedy, and therefore that the other party
shall be entitled to seek injunctive relief to enforce the provisions of this
Section 8.1.

     8.2   INDEPENDENT CONTRACTORS. Company and InfoSpace are independent
contractors under this Agreement, and nothing herein shall be construed to
create a partnership, joint venture, franchise or agency relationship
between Company and InfoSpace. Neither party has any authority to enter into
agreements of any kind on behalf of the other party.

     8.3   ASSIGNMENT. Company may not assign this Agreement or any of its
rights or delegate any of its duties under this Agreement without the prior
written consent of InfoSpace; except that either party may, without the other
party's consent, assign this Agreement or any of its rights or delegate any
of its duties under this agreement; (a) to any affiliate of such party; or
(b) to any purchaser of all or substantially all such party's assets or to
any successor by way of merger, consolidation or similar transaction. Subject
to the foregoing, this Agreement will be binding upon, enforceable by, and
inure to the benefit of the parties and their respective successors and
assigns.

     8.4   CHOICE OF LAW; FORUM SELECTION. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Washington
without reference to its choice of law rules. Company hereby irrevocably
consents to exclusive personal jurisdiction and venue in the state and
federal courts located in King County, Washington with respect to any
actions, claims or proceedings arising out of or in connection with this
Agreement, and agrees not to commence or prosecute any such action, claim or
proceeding other than in the aforementioned courts.

     8.5   NONWAIVER. No waiver of any breach of any provision of this
Agreement shall constitute a waiver of any prior, concurrent or subsequent
breach of the same or any other provisions hereof, and no waiver shall be
effective unless made in writing and signed by an authorized representative
of the waiving party.

     8.6   FORCE MAJEURE. Neither party shall be deemed to be in default of
or to have breached any provision of this Agreement as a result of any delay,
failure in performance or interruption of service, resulting directly or
indirectly from acts of God, acts of civil or military authorities, civil
disturbances, wars, strikes or other labor disputes, fires, transportation
contingencies, interruptions in telecommunications or


                                     -8-
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Internet services or network provider services, failure of equipment and/or
software, other catastrophes or any other occurrences which are beyond such
party's reasonable control.

     8.7 NOTICES. Any notice or other communication required or permitted to
be given hereunder shall be given in writing and delivered in person, mailed
via confirmed facsimile or e-mail, or delivered by recognized courier
service, properly addressed and stamped with the required postage, to the
individual signing this Agreement on behalf of the applicable party at its
address specified in the opening paragraph of the agreement and shall be
deemed effective upon receipt. Either party may from time to time change the
individual to receive notices or its address by giving the other party notice
of the chance in accordance with this section. In addition, a copy of any
notice sent to InfoSpace shall also be sent to the following address:

         InfoSpace.com, Inc.                Freei Networks, Inc.
         15375 NE 90th Street               2505 S. 320th
         Redmond, WA 98052                  Federal Way, WA 98003
         Fax: (425) 883-4846                Attention: Gregory P. Cavagnaro
         Attention: General Counsel

     8.8 SAVINGS. In the event any provision of this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, the
remaining provisions shall remain in full force and effect. If any provision
of this Agreement shall, for any reason, be determined by a court of
competent jurisdiction to be excessively broad or unreasonable as to scope or
subject, such provision shall be enforced to the extent necessary to be
reasonable under the circumstances and consistent with applicable law while
reflecting as closely as possible the intent of the parties as expressed
herein.

     8.8 INTEGRATION. This Agreement contains the entire understanding of the
parties hereto with respect to the transactions and matters contemplated
hereby, supersedes all previous agreements or negotiations between InfoSpace
and Company concerning the subject matter hereof, and cannot be amended
except by a writing signed by both parties. This Agreement does not
constitute an offer by InfoSpace and it shall not be effective until signed
by both parties.

     8.9 COUNTERPARTS; ELECTRONIC SIGNATURE. This Agreement may be executed
in counterparts, each of which will be deemed an original, and all of which
together constitute one and the same instrument. To expedite the process of
entering into this Agreement, the parties acknowledge that Transmitted Copies
of the Agreement will be equivalent to original documents until such time as
original documents are completely executed and delivered. "Transmitted
Copies" will mean copies that are reproduced or transmitted via photocopy,
facsimile or other process of complete and accurate reproduction and
transmission.

     9.0  PRESS RELEASES. Both Parties agree to issue a mutaully agreed upon
press release (Joni Hanson must sign off on the press release for InfoSpace)
within a reasonably prompt time after the mutual execution of this Agreement.

     IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the Effective Date.


                                     -9-

<PAGE>

IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the Effective Date.

Freei Networks,Inc.                             InfoSpace.com, Inc.
("Company")                                     ("InfoSpace")

By (signature)  /s/ Bob McCausland              By (signature)  /s/ Naveen Jain
----------------------------------              -------------------------------
Name     Bob McCausland                         Name       Naveen Jain
----------------------------------              -------------------------------
Title          CEO                              Title          CEO
----------------------------------              -------------------------------


















                                     -10-

<PAGE>

                              EXHIBIT A
                              CONTENT



         The Content consists of, but is not limited to, the following indexes,
directories and other items and services (as the same may be updated, revised
or modified by InfoSpace in its sole discretion from time to time):

1.  Yellow Pages
2.  White Pages
3.  Netsearch
4.  Classified
5.  City Guides
6.  Finance
7.  News
8.  Sports headlines
9.  Community (standard network chat)
10. Government
11. E-Shopping
12. International Listings
13. Business Services
14. Entertainment
15. ActiveShopper
16. InfoSpace "Personal Desktop Portal"

17. Web Page Creator
18. Event Manager
19. Forums
20. Web-based email
21. Address Book
22. Chat
23. Other items and services that may from time to time be added to certain
    of the InfoSpace Web sites by InfoSpace (in its sole discretion)

         The above listed Content is limited to the Content that InfoSpace
makes available on the InfoSpace Web Site, the primary home page of which is
http://www.infospace.com, but excludes content that is only available on
country-specific InfoSpace Web Sites, such as the InfoSpaceCanada Web Site, the
primary home page of which is located at http://www.infospace.com/canada. The
actual name of these services may change. Company must obtain the prior
approval of InfoSpace if Company desires to change the name of any of these
services.

                                     -11-
<PAGE>

                                EXHIBIT B

                                TRADEMARKS
<TABLE>
<CAPTION>

COMPANY MARKS
-------------

[All Company marks and logos, or Company to supply list]

<S>                               <C>

INFOSPACE MARKS                      InfoSpace.com-SM-
---------------
ActiveCalendar-SM-                   InfoSpace in Every Space-SM-

ActiveCommunity-SM-                  InfoSpace-Registered Trademark- Publisher

ActiveMoney-SM-                      Merchant.com-SM-

ActiveOrganizer-SM-                  MyAgent-TM-

ActivePromo-SM-                      MyInfo-SM-
                                     Outpost Network-Registered Trademark-
ActivePromotion-SM-                  PageExpress-TM-

ActiveShopper-SM-                    PageGreetings-SM-

AprilFools.com-SM-                   Personal Desktop Portal-SM-

Cobrand.com-SM-                      Portal in a Box-SM-

EZPage-TM-                           Powered by InfoSpace-SM-

EZStore-TM-                          Powered by InfoSpace.com-SM-

InfoSpace-Registered Trademark-      RubberChicken.com-SM-

                                     Unibasket-SM-
[LOGO]
                                     Valentine.com-SM-

                                     Virtual Outlet-Registered Trademark-

</TABLE>


                                     -12-


<PAGE>

                                   EXHIBIT C

     1. TERM. The term of this Agreement shall commence on the Effective Date
and, unless earlier terminated or extended as provided below, shall end upon
the [*] anniversary of this Agreement (with the exception of email services,
as set forth in Exhibit D 1, which shall terminate [*] months after the
Effective date) ("Term"); provided that the Term shall be automatically be
renewed for successive one (1) year periods unless either party provides
written notice of termination to the other party at least thirty (30) days
prior to the end of the then-current Term.

     2. BANNER ADVERTISEMENTS. InfoSpace and Company shall have the right to
sell Banner Advertisements on the email Co-branded Pages. InfoSpace shall
serve all Banner Advertisements on the email Co-branded pages. In addition,
InfoSpace may sell and retain the gross revenue of up to [*]% of the available
Banner Advertisements Inventory for the email Co-branded pages. The
appearance of the Banner Advertisements will be as reasonably determined by
InfoSpace; provided, that either party may reject any Banner Advertisement if
such Banner Advertisement would materially adversely affect the download time
or performance of such email Co-branded page; or advertises or promotes a
competitor of Company or InfoSpace. Neither party will submit for any email
Co-branded Page any Banner Advertisement which contains any material that is
libelous or defamatory or that infringes any Intellectual Property Right or
other right of any third party.

     3. COMPANY RIGHT TO SELL BANNER ADVERTISEMENTS. Company shall have the
right to sell up to [*]% of the available Banner Advertisement Inventory on
the email Co-branded Pages. All available inventory of Banner Advertisements
sold by the Company for the email Co-branded Pages which shall be "run of
site" (e.g., not targeted to any specific type or area of the email
Co-branded Pages). Each party shall be entitled to retain all sums received
by such party from any such Banner Advertisement sales.

     4. RECORDS AND AUDIT; LATE PAYMENTS. During the Term the Company shall
maintain accurate records of the fees payable to InfoSpace under the
Agreement. InfoSpace may, upon ten (10) days' advance notice to the Company,
examine and audit such records of the Company in order to verify the figures
reported in any quarterly reports made to InfoSpace and any amounts owed to
InfoSpace by the Company under this Agreement. Any such audit shall be
conducted, to the extent possible, in a manner that does not interfere with
the ordinary business operations of the Company. In the event that any audit
shall reveal an underpayment of more than five percent (5%) of the amounts
due to InfoSpace for any quarter, the Company will reimburse InfoSpace for
the actual costs of such audit.


                                      -13-

[*] = Confidential Treatment Reqested

<PAGE>

                                    EXHIBIT D

Work to be performed by InfoSpace with cooperation of Company:

1) EMAIL SERVICES:

- InfoSpace will build a customized Email solution for Company.

- InfoSpace will provide a IMAP web-mail solution that allows for the mail
  storage functionality to remain at Company. Company shall pay for and
  provide a dedicated VPN to InfoSpace data center.

- Both in-coming and out-going emails will go through a Freei.net gateway.
  This will maximize Company's flexibility to filter, modify and customize
  the transmission of emails to its users.

- Included in this functionality, InfoSpace will build up to [*] unique
  co-brands with unique domain names for Company's private labeled Company
  Affiliates Web Site customers. Each additional co-brand beyond the [*], will
  incur a one time cost of $[*].

- InfoSpace will allow for the provision of each of the Company users their
  own personal calendar as part of the application.

- Maximum Size per account: [*] MB.

Pricing for email services:

- Term for email services: [*] for provision of email services

- Fixed [*] Payments to InfoSpace [*] shall be the figures set
  forth in the table below:

<TABLE>
<CAPTION>
--------------------------------------------
                           [*] Fees
--------------------------------------------
<S>                        <C>
[*]                        [*]
--------------------------------------------
[*]                        [*]
--------------------------------------------
[*]                        [*]
--------------------------------------------
[*]                        [*]
--------------------------------------------
[*]                        [*]
--------------------------------------------
</TABLE>

- Company will pay the [*] fees on the [*] beginning on the Effective Date.

- There shall be a cap of [*] Web-mail accounts over the [*] period.

- Web-mail accounts beyond [*] will be charged $[*] per user.

PRODUCT SPECIFICATIONS FOR INFOSPACE EMAIL SERVICE:

                    Traction-TM- Series: Email Module


                                   -14-

[*] = Confidential Treatment Requested

<PAGE>


GENERAL OVERVIEW OF FEATURES (WHICH MAY BE MODIFIED OR ENHANCED BY INFOSPACE):
InfoSpace's E-mail Module is a flexible, customizable email solution that
satisfies the messaging needs of web communities. The E-mail Module enables
individual members of a community to set up free, comprehensive web-based
email accounts under the umbrella of the community site. All email accounts
use the communities' domain name in order to promote the site and increase site
traffic. InfoSpace's email also enables messages to be downloaded from
multiple POP Mail accounts. Email folders can be added to the individual
users Start Page to easily access information. In addition, users can add
their favorite contacts to their Start Page to easily access that contact's
information or to email that contact directly from the Start Page.

     SPECIAL FEATURES
     InfoSpace's E-Mail Module supports and manages user-generated email
lists, auto-subscribe and unsubscribe to newsletters, as well as newsletter
subscription confirmations. Synchronize Outlook-TM- with InfoSpace.com email
service to easily access email, calendars and contacts from anywhere.

     FEATURES
-  Secure, password protected, Web-based service
-  Manages POP accounts
-  Branding: customer defined layout and navigation
-  Scalable
-  Customers can create a unique domain name for community
-  Large inbox capacity - [*] megabytes
-  Saves sent messages as well as drafts of messages and permanent message
   archiving Time stamps messages
-  Customizable & expandable mail folders
-  Standard mail features: reply, reply to all, forward, cc, bcc
-  Attachments-no larger than 2 megabytes
-  Personalized signature setting
-  Preview messages prior to sending
-  Outlook-TM- synchronization
-  Customer defined Stock Messages-New Member Welcome, Password Reminder, etc.
-  Customer defined footer advertising your organization and free email
   accounts
-  Integrates with relationship manager for easy addressing and management of
   contacts
-  List management allows user to easily create and manage group emails
-  Message sent confirmation



2) DESKTOP PORTAL [*]

   -  [*]

                                       -15-

[*] = Confidential Treatment Requested

<PAGE>


        - [*]

     3) RE-SELLER DISTRIBUTION OF INFOSPACE PRODUCTS.

        - InfoSpace's Personal Desktop Portal products and other Content, as
          provided in this Agreement, shall be [*] content and commerce
          offering to Company's customer base when company offers co-branded
          or private labeled portal solutions to its customers.

      4) RE-SELL COMPANY'S PRODUCT.

         - InfoSpace will in consideration for the compensation below offer
           "free Internet access" to the segments of its customer base for which
           InfoSpace has appropriate arrangements in place.

         - If InfoSpace is instrumental in the referral to Company of a
           co-brand Partner who enters into an Agreement with Company, the
           parties hereto shall agree upon a satisfactory referral fee payable
           to InfoSpace.
           The Company shall compensate InfoSpace for distribution of its
           "free Internet access" product, in addition to other compensation
           under the Agreement, as follows:

         - Company will pay InfoSpace $[*] that a "free Internet access"
           product user generated through InfoSpace remains an "Active User".
           For the purposes of this Agreement, an "Active User" is defined as
           a Company Product User who has logged on through the Freei Client
           for at least [*]. InfoSpace at its sole discretion may use any
           promotions to encourage new user of Company's product offering.


                                       -16-

[*] = Confidential Treatment Requested