VICINITY CORP, DEF 14A, 2000-12-04

VICINITY CORP
DEF 14A, 2000-12-04
BUSINESS SERVICES, NEC

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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

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<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

VICINITY CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check the appropriate box):

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<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[VICINITY LOGO]

370 SAN ALESO AVENUE
SUNNYVALE, CALIFORNIA 94085

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 3, 2001

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TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Vicinity
Corporation will be held at 370 San Aleso Avenue, Sunnyvale, California 94085,
on Wednesday, January 3, 2001, at 10:00 a.m. Pacific time, for the following
purposes:

- to elect one director to our Board of Directors for the next three years
or until the election and qualification of his successor;

- to approve an amendment to our 2000 Equity Participation Plan to increase
the number of shares reserved for issuance under the plan from 1,500,000
shares to 2,900,000 shares;

- to approve an amendment to our 2000 Employee Stock Purchase Plan to
increase the number of shares reserved for issuance under the plan from
200,000 to 800,000 shares; and

- to transact any other business which is properly brought before the
meeting or any adjournment or postponement thereof.

Please refer to the attached proxy statement, which forms a part of this
Notice and is incorporated herein by reference, for further information with
respect to the business to be transacted at the annual meeting.

Stockholders of record at the close of business on November 22, 2000 are
entitled to notice of, and to vote at, the annual meeting or any adjournment or
postponement thereof. The list of stockholders will be available for examination
for ten days prior to the annual meeting at Vicinity Corporation, 370 San Aleso
Avenue, Sunnyvale, California 94085.

All stockholders are cordially invited to attend the annual meeting. Whether
or not you intend to attend the meeting in person, all stockholders are urged
promptly to complete, sign and mail the enclosed proxy card in the prepaid
envelope provided in order to assure that your shares are represented at the
meeting.

By Order of the Board of Directors

/s/ SCOTT A. SHUDA
Scott A. Shuda
SECRETARY

Sunnyvale, California
December 1, 2000
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[VICINITY LOGO]

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PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
JANUARY 3, 2001

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INTRODUCTION

GENERAL

This proxy statement is furnished to our stockholders in connection with the
solicitation of proxies for use at our annual meeting of stockholders to be held
on January 3, 2001 at 10:00 a.m. Pacific time, for the purposes of:

- electing one director to our Board of Directors for the next three years
or until the election and qualification of his successor;

- approving an amendment to our 2000 Equity Participation Plan to increase
the number of shares reserved for issuance under the plan from 1,500,000
shares to 2,900,000 shares;

- approving an amendment to our 2000 Employee Stock Purchase Plan to
increase the number of shares reserved for issuance under the plan from
200,000 to 800,000 shares; and

- transacting any other business which is properly brought before the
meeting or any adjournment or postponement thereof.

A copy of our Annual Report to Stockholders for the year ended July 31, 2000
and this proxy statement and accompanying proxy card will be first mailed to
stockholders on or about December 3, 2000.

This solicitation is made on behalf of our Board of Directors and we will
pay the costs of solicitation. Our directors, officers and employees may also
solicit proxies by telephone, telegraph, fax or personal interview. We will
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy material to our
stockholders. We have retained American Stock Transfer & Trust to assist in the
solicitation of proxies with respect to shares of our common stock held of
record by brokers, nominees and institutions for a customary fee.

Our principal executive offices are located at 370 San Aleso Avenue,
Sunnyvale, California 94085, telephone (408) 543-3000.

SHARES ENTITLED TO VOTE AND REQUIRED VOTE

Our outstanding common stock constitutes the only class of securities
entitled to vote at the meeting. Stockholders of record of the common stock at
the close of business on November 22, 2000 are entitled to notice of, and to
vote at, the meeting. On that date, 28,608,702 shares of our common

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stock were issued and outstanding. The presence at the meeting, in person or by
proxy, of a majority of the shares of the common stock issued and outstanding on
November 22, 2000 will constitute a quorum. Each share of common stock is
entitled to one vote.

There is no statutory or contractual right of appraisal or similar remedy
available to those stockholders who dissent from any matter to be acted upon.

VOTING PROCEDURES

A proxy card is enclosed for your use. We ask that you sign, date and return
the proxy card in the accompanying envelope, which is postage prepaid if you
mail it in the United States.

You have choices on each of the matters to be voted upon at the meeting.
Concerning the election of the director, by checking the appropriate box on your
proxy card you may:

- vote for the director nominee; or

- withhold authority to vote for the director nominee.

Concerning the approval of the amendments to the 2000 Equity Participation
Plan and the 2000 Employee Stock Purchase Plan, you may, with respect to each
proposed amendment:

- approve the amendment;

- disapprove the amendment; or

- abstain from voting for or against the amendment.

Unless there are different instructions on the proxy, all shares represented
by valid proxies (and not revoked before they are voted) will be voted at the
meeting FOR (1) the election of the director nominee listed in Proposal No. 1,
(2) the amendment of the 2000 Equity Participation Plan, and (3) the amendment
of the 2000 Employee Stock Purchase Plan. With respect to any other business
which may properly come before the meeting and be submitted to a vote of
stockholders, proxies will be voted in accordance with the best judgment of the
designated proxy holders.

Shares represented by proxies that reflect abstentions or "broker non-votes"
(I.E., shares held by a broker or nominee which are represented at the meeting,
but with respect to which the broker or nominee is not empowered to vote on a
particular proposal) will be counted as shares that are present and entitled to
vote for purposes of determining the presence of a quorum. The director nominee
shall be elected by a plurality of the votes of the shares present or
represented by proxy at the meeting and entitled to vote on the election of a
director. Approval of the amendment to the 2000 Equity Participation Plan and
the amendment to the 2000 Employee Stock Purchase Plan each require the
affirmative vote of a majority of the outstanding shares of common stock
represented at and entitled to vote at the meeting.

Stockholders of record may vote by either completing and returning the
enclosed proxy card prior to the meeting, voting in person at the meeting, or
submitting a signed proxy card at the meeting.

YOUR VOTE IS IMPORTANT. ACCORDINGLY, PLEASE SIGN AND RETURN THE ACCOMPANYING
PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.

You may revoke your proxy at any time before it is actually voted at the
meeting by:

- delivering written notice of revocation to our Corporate Secretary at 370
San Aleso Avenue, Sunnyvale, California 94085;

- submitting a later dated proxy; or

- attending the meeting and voting in person.

Your attendance at the meeting will not, by itself, constitute revocation of
your proxy. You may also be represented by another person present at the meeting
by executing a form of proxy designating that person to act on your behalf.
Shares may only be voted by or on behalf of the record holder of shares as
indicated in our stock transfer records. If you are a beneficial stockholder but
your shares are held of record by another person, such as a stock brokerage firm
or bank, that person must vote the shares as the record holder in accordance
with the beneficial holder's instructions.

All votes cast at the meeting will be tabulated by the persons appointed by
us to act as inspectors of election for the meeting.

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PROPOSAL NO. 1:
ELECTION OF NOMINEE TO BOARD OF DIRECTORS

GENERAL INFORMATION

Our Amended and Restated Bylaws provide that our Board of Directors shall
consist of nine directors, distributed among three classes: Class I whose term
expires at this meeting, Class II whose term expires at the annual stockholders'
meeting following fiscal year 2001, and Class III whose term expires at the
annual stockholders' meeting following fiscal year 2002. The Class I directors
are Jonathan Callaghan, James J. Geddes, Jr. and Fred Gibbons. The Class II
directors are Norman Nie, Michael Sears and Peter Ziebelman. The Class III
directors are Herbert M. Dwight, Jr., Peter Mills and Emerick Woods. On
October 27, 2000, Mr. Geddes resigned from our Board of Directors, and
Mr. Callaghan will not stand for re-election, leaving seven incumbent directors
and two vacancies, which we have no present intention to fill. Accordingly, only
one person is nominated for election at this stockholders' meeting.

Mr. Gibbons has indicated his willingness to serve if elected. Proxies
received by us will be voted for Mr. Gibbons. Although we do not anticipate that
Mr. Gibbons will be unavailable for election, if Mr. Gibbons is unavailable for
election, we will vote the proxies for any substitute nominee we may designate.

Mr. Gibbons currently serves as one of our directors and has continually
served as a director since the date he initially became a director, which is set
forth below. In the year ended July 31, 2000, our Board of Directors met six
times and each director attended at least 83% of the meetings held during the
year. The following table sets forth information with respect to the one person
nominated for election at the meeting.

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<CAPTION>
NOMINEE FOR DIRECTOR AGE POSITION DIRECTOR SINCE
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Fred Gibbons............ 51 Director 1995
</TABLE>

The principal occupation and position for the past six years of the director
named above is as follows:

FRED GIBBONS has served as a Director of Vicinity Corporation since
October 1995. From October 1995 to October 1999, Mr. Gibbons was the Chairman of
our Board of Directors. From 1995 to 1999, Mr. Gibbons was a Lecturer at
Stanford University's Graduate School of Engineering. Since 1994, Mr. Gibbons
has been the principal of Venture-Concept.com, a concept stage venture
management firm. Mr. Gibbons holds a B.S. degree in Science Engineering and an
M.S. degree in Computer Engineering from the University of Michigan and an
M.B.A. degree from Harvard University. Mr. Gibbons is also a Director of MIPS
Technologies, Inc., Inverse Networks, Inc. and several private companies.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE DIRECTOR
NOMINATED IN PROPOSAL NO. 1.

DIRECTORS CONTINUING IN OFFICE UNTIL THE ANNUAL MEETING OF STOCKHOLDERS
FOLLOWING FISCAL YEAR 2001:

NORMAN NIE has served as a Director since December 1998. Since 1997,
Mr. Nie has been a Technology Partner of Oak Investments, a venture capital
firm. From 1975 to 1991, Mr. Nie was the Chief Executive Officer of SPSS, Inc.,
a provider of statistical software and service solutions. Mr. Nie holds a B.A.
from the University of Washington and an M.A. and a Ph.D from Stanford
University. Mr. Nie is also a Director of SPSS, Inc. and several private
companies.

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MICHAEL SEARS has served as a Director since June 1998. Mr. Sears is
currently the General Manager of a division of Digeo Broadband Inc., a broadband
digital services provider. From March 2000, to September 2000, Mr. Sears was a
consultant to Black Pearl Software, Inc., a provider of Internet enterprise
software tools. From 1999 to March 2000, Mr. Sears was the President and Chief
Executive Officer of Black Pearl Software. From 1997 to 1999, Mr. Sears was the
General Manager of Spyglass, Inc., a provider of Internet connectivity
solutions. From 1996 to 1997, Mr. Sears was an independent consultant, and from
1990 to 1996, Mr. Sears was a General Manager of Sun Microsystems, Inc.
Mr. Sears holds a B.S. from the United States Naval Academy, and a J.D. and an
M.B.A. from Stanford University.

PETER ZIEBELMAN has served as a Director since June 1997. Mr. Ziebelman is a
Founding Partner of 21st Century Internet Venture Partners, a venture capital
firm. From 1988 to October 1996, Mr. Ziebelman was a Partner of Thompson Clive
Venture Capital, an international venture capital firm. Mr. Ziebelman holds a
B.S. in Computer Science and Psychology from Yale University, and an M.S. in
Management from Stanford University.

DIRECTORS CONTINUING IN OFFICE UNTIL THE ANNUAL MEETING OF STOCKHOLDERS
FOLLOWING FISCAL YEAR 2002:

HERBERT M. DWIGHT, JR. has served as Chairman of the Board of Directors
since October 1999. Mr. Dwight previously served in a number of positions for
Optical Coating Laboratory, Inc., a manufacturer of optical thin films,
including Chairman of the Board, from August 1991 until February 2000, President
from August 1991 to November 1997, Chief Executive Officer from August 1991 to
April 1998 and Chief Financial Officer from December 1993 to April 1995.
Mr. Dwight was Chairman, President and Chief Executive Officer of Superconductor
Technologies, Inc., a telecommunications technology company, from 1988 through
August 1991 and continued to served as Chairman from 1991 until May 1994.
Mr. Dwight holds a B.S. and an M.S. in Electrical Engineering from Stanford
University. Mr. Dwight is also a Director of Applied Materials, Inc., Applied
Magnetics Corporation and Advanced Fiber Communications, Inc.

PETER MILLS has served as a Director since February 1996. Since March 1995,
Mr. Mills has been a General partner of CMG@Ventures, Inc., a venture capital
firm. From March 1992 to March 1994, Mr. Mills was the Chief Executive Officer
of the United States Display Consortium, a non-profit consortium for the
development of flat panel displays. Mr. Mills holds a B.S. from Ithaca College
and an M.B.A. from Columbia University.

EMERICK WOODS has served as our President and Chief Executive Officer since
August 1997 and as a Director since February 1998. From August 1996 to
August 1997, Mr. Woods was the President and Chief Executive Officer of
TuneUp.com, Inc., an Internet based computing updating service. In May 1997,
TuneUp.com filed a voluntary petition for Chapter 11 bankruptcy, after which it
was reorganized and sold to Quarterdeck Corporation, a provider of software
utilities. From November 1994 to June 1997, Mr. Woods was a Vice President and
General Manager of Quarterdeck Corporation. Mr. Woods holds a B.S. in Computer
Science from Yale University and an M.B.A. from Harvard University. Mr. Woods is
also a Director of ClickAction, Inc., a provider of Internet marketing
solutions.

DIRECTOR COMPENSATION

Those members of our Board of Directors who are not also our employees do
not receive any compensation for attending a meeting of the Board of Directors
or a meeting of a committee of the Board of Directors. All of our directors are
reimbursed for reasonable out-of-pocket expenses arising from their attendance
at any meetings. Our 2000 Equity Participation Plan provides for the grant of
options to our non-employee directors on the date of each annual meeting
following which he will continue to serve on our Board of Directors. On that
date, each non-employee director will be granted

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a non-statutory option to purchase 5,000 shares of our common stock, which
option will vest over four years at the rate of 1/48th of the shares subject to
the option per month.

Accordingly, each of Messrs. Dwight, Mills, Nie, Sears, Ziebelman and, if
elected to our Board of Directors at the stockholders' meeting, Mr. Gibbons,
will be granted an option to purchase 5,000 shares of our common stock. All
options granted to non-employee directors have a per share exercise price equal
to the fair market value of a share of our common stock on the date prior to the
date of the grant.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has two standing committees, the audit committee and
the compensation committee. We do not have a nominating committee.

Our audit committee was established on October 13 1999, and has
responsibility for reviewing and making recommendations regarding our employment
of independent accountants, the annual audit of our financial statements, and
our internal controls, accounting practices and policies. The members of the
audit committee are Messrs. Dwight, Gibbons and Sears. In the fiscal year ended
July 31, 2000, the audit committee met twice and each member of the audit
committee attended both of those meetings.

The compensation committee has responsibility for determining the nature and
amount of compensation for our management and for administering our employee
benefit plans (including the 2000 Equity Participation Plan and the 2000
Employee Stock Purchase Plan). The members of the compensation committee are
Messrs. Dwight, Nie and Mills. Mr. Dwight was appointed to the compensation
committee on October 13, 1999 and Mr. Mills replaced Mr. Ziebelman, who
previously served on the compensation committee, on March 23, 2000. In the
fiscal year ended July 31, 2000, the compensation committee met four times and
each member of the compensation committee, as comprised as of the date of each
such meeting, attended each of those meetings.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

Our Restated Certificate of Incorporation provides that we shall
(i) indemnify and advance indemnification expenses on behalf of all our
directors and officers, (ii) indemnify those persons as may be required by
statute or our Amended and Restated Bylaws, and (iii) eliminate the liability of
our directors (for actions or inactions taken by them as directors) for monetary
damages to the fullest extent permitted by the Delaware General Corporation Law.

Our Amended and Restated Bylaws provide that we shall indemnify, in the
manner and to the full extent permitted by law, any director or officer, and, at
the discretion of the Board of Directors, an employee or agent who was or is a
party or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether or not in the right of our
company, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that he or she is or was a director or officer,
or is or was serving at our request as a director, officer, employee or agent of
another entity, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement.

The Restated Certificate and Amended and Restated Bylaws each provide that
we may, to the full extent permitted by law, purchase and maintain insurance on
behalf of any of our officers, directors, employees, agents or persons serving
as such at our request for another entity, against any liability which may be
asserted against them and enter into contracts providing for the indemnification
of such persons to the full extent permitted by law.

We have entered into agreements with our directors and officers which
provide for the indemnification of such persons to the full extent permitted by
law. These agreements require that we indemnify these persons for any expenses,
damages, judgments, fines, penalties, settlements and costs,

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attorneys' fees and disbursements and costs of attachment or similar bonds,
investigations and any expenses of establishing a right to indemnification under
such agreement, incurred in connection with any threatened, pending or completed
claim, action, suit or proceeding, whether brought by or in the right of our
company or otherwise and whether of a civil, criminal, administrative or
investigative nature, in which such person is or was involved as a party or
otherwise by reason of the fact that such person is or was, or has agreed to
become, a director of officer of our company, by reason of any actual or alleged
error or misstatement or misleading statement made or suffered by such persons,
by reason of any action taken by such person or of any inaction on their part
while acting as such director or officer, or by reason of the fact that such
person was serving at our request as a director, officer, trustee, employee or
agent of our company or another entity; provided, that in each case such person
acted in good faith and in a manner in which they reasonably believed to be in
or not opposed to the best interests of our company, and, in the case of a
criminal proceeding, had no reasonable cause to believe that their conduct was
unlawful.

COMPLIANCE WITH SECTION 16(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Exchange Act requires that our executive officers and
directors, and persons who own more than ten percent of a registered class of
our equity securities, file reports of ownership and changes in ownership (Forms
3, 4 and 5) with the Securities and Exchange Commission. Executive officers,
directors and greater-than-ten-percent holders are required to furnish us with
copies of all of these forms which they file.

Based solely on our review of these reports or written representations from
certain reporting persons, we believe that during the fiscal year ended
July 31, 2000, all filing requirements applicable to our officers, directors,
greater-than-ten-percent beneficial owners and other persons subject to
Section 16(a) of the Exchange Act were met.

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PROPOSAL NO. 2:

APPROVAL OF THE
AMENDMENT TO THE 2000 EQUITY PARTICIPATION PLAN
TO INCREASE THE NUMBER OF SHARES
RESERVED FOR ISSUANCE

This Proposal No. 2, if approved, would increase the number of shares of our
common stock available for options grants under the 2000 Equity Participation
Plan. This plan has 1,500,000 shares of our common stock reserved for issuance,
and also includes shares that remained available for issuance under our
discontinued 1996 Incentive Stock Option Plan, and any shares that become
available for issuance as a result of stock options expiring or becoming
exercisable under that discontinued plan. As of November 22, 2000, there were
1,872,978 shares of our common stock available for grant under the 2000 Equity
Participation Plan. Of that number, 1,419,200 shares have already been granted,
leaving only 453,778 shares available for future grant. This amendment would
increase the number of shares of common stock available for grant under the 2000
Equity Participation Plan by 1,400,000. This amendment was approved by our Board
of Directors and, under the terms of the 2000 Equity Participation Plan, must
also be approved by our stockholders in order to be effective.

We believe that the 2000 Equity Participation Plan should be amended to
increase the number of shares available for grant in order to be able to
continue to grant stock options to officers, key employees, consultants and
directors. An expanded option pool will enable us to provide additional
incentives to those directors, officers, employees and consultants who have been
responsible for our development and financial success and who will help us meet
our goals in the future. In addition, the continued ability to grant stock
options would provide us with a valuable tool to help retain new officers, key
employees, consultants and directors.

Your ratification of the Board of Directors' amendment to the 2000 Equity
Participation Plan will enable us to continue our strategy of using stock
incentives to secure and retain officers, key employees, consultants and
directors of outstanding ability both now and in the future. The attraction and
retention of such persons is vital to the success of our business.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
APPROVAL OF THE AMENDMENT TO THE 2000 EQUITY PARTICIPATION PLAN
TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE
AS SET FORTH IN PROPOSAL NO. 2.

Set forth below is a general description of the 2000 Equity Participation
Plan. This description is relevant to the amendment to be considered in Proposal
No. 2.

- WHAT TYPES OF AWARDS MAY BE GRANTED UNDER THE 2000 EQUITY PARTICIPATION
PLAN?

The 2000 Equity Participation Plan provides that the compensation committee,
or our Board of Directors, as the case may be, may grant or issue to our
officers, employees and consultants incentive stock options, non-statutory stock
options and stock purchase rights, all of which we refer to as "awards." Each
award is set forth in a separate agreement with the person receiving the award
and which indicates the type, terms and conditions of the award as determined by
the compensation committee. In addition, the 2000 Equity Participation Plan
permits the granting of options to our non-employee directors, which we refer to
as "director options."

- WHO DETERMINES WHO RECEIVES THE AWARDS AND THE TERMS OF THE AWARDS?

The compensation committee administers the 2000 Equity Participation Plan
with respect to grants to our officers, employees and consultants and the full
Board of Directors administers the 2000 Equity Participation Plan with respect
to non-employee directors. Subject to the terms of the 2000 Equity

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Participation Plan, the Board of Directors or compensation committee has the
authority to select the persons to whom awards are to be made, to determine the
number of shares granted and the terms and conditions the award, and to make all
other determinations with respect to the administration of the 2000 Equity
Participation Plan. The 2000 Equity Participation Plan provides that the
compensation committee may, in its discretion, delegate to a committee of one or
more members of the Board of Directors who are employees of the Company, the
authority to grant awards under the 2000 Equity Participation Plan and the
compensation committee has delegated the power to grant options to certain
eligible persons to Mr. Emerick Woods, President and Chief Executive Officer of
the Company. The Board of Directors has discretion to determine the terms and
conditions of non-employee director options and to interpret and administer the
2000 Equity Participation Plan with respect to those non-employee director
options. The compensation committee and the Board of Directors are also each
authorized to adopt, amend and rescind rules relating to the administration of
the 2000 Equity Participation Plan.

- WHO IS ON THE COMPENSATION COMMITTEE?

The compensation committee consists of Messrs. Dwight, Nie and Mills, at
least two of whom are "non-employee directors" for purposes of Rule 16b-3 under
the Exchange Act and are "outside directors" for the purposes of Section 162(m)
of the Internal Revenue Code.

- HOW MANY SHARES CAN SOMEONE RECEIVE IN ONE YEAR?

The maximum number of shares which may be subject to options or stock
purchase rights granted under the 2000 Equity Participation Plan to any
individual in any calendar year is 1,000,000.

- WHAT DOES A GRANTEE HAVE TO AGREE TO IN ORDER TO RECEIVE AN AWARD?

Generally, an award vests over the course of four years, with 25% of the
shares subject to the award vesting on the first anniversary of its grant. In
addition, an employee must pay a purchase price as consideration for the
issuance of an award, and awards are exercisable or payable only while the
grantee is an employee or consultant of our company. However, under certain
conditions, the compensation committee may determine that any award may be
exercisable or paid after the termination of someone's employment.

- HOW IS THE 2000 EQUITY PARTICIPATION PLAN AMENDED?

The 2000 Equity Participation Plan may be amended, suspended or terminated
at any time by the Board of Directors or the compensation committee. However,
the maximum number of shares that may be sold or issued under the 2000 Equity
Participation Plan may not be increased without approval of our stockholders.

- DOES THE 2000 EQUITY PARTICIPATION PLAN CONFORM TO FEDERAL SECURITIES LAWS?

The 2000 Equity Participation Plan is intended to conform to the extent
necessary with all provisions of the Securities Act and the Exchange Act and any
and all regulations and rules promulgated by the Securities and Exchange
Commission under those acts, including Rule 16b-3. Our intention is that the
2000 Equity Participation Plan will be administered, and options will be granted
and may be exercised, only in a manner which conforms to these laws, rules and
regulations. To the extent permitted by applicable law, the 2000 Equity
Participation Plan and options granted under the 2000 Equity Participation Plan
shall be deemed amended to the extent necessary to conform to these laws, rules
and regulations.

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- WHAT ARE THE FEDERAL TAX CONSEQUENCES OF THE AWARDS?

Under current federal laws, in general, recipients of awards and grants of
nonqualified stock options and stock purchase rights under the 2000 Equity
Participation Plan are taxable under Section 83 of the Internal Revenue Code
upon their receipt of common stock or cash with respect to the awards or grants.
Subject to Section 162(m), we will be entitled to an income tax deduction with
respect to the amounts taxable to these recipients. Since we presently have a
significant net operating loss carryforward for federal income tax purposes, we
do not expect to receive any current benefit from such a deduction.

Under Sections 421 and 422 of the Internal Revenue Code, recipients of
incentive stock options are generally not taxable on their receipt of common
stock upon their exercises of incentive stock options if the incentive stock
options and option stock are held for minimum holding periods. We are not
entitled to income tax deductions with respect to these exercises.

- WHERE CAN I FIND A COPY OF THE ENTIRE 2000 EQUITY PARTICIPATION PLAN?

The summary we have included about the 2000 Equity Participation Plan is
qualified in its entirety by reference to the 2000 Equity Participation Plan,
which is filed as an exhibit to Amendment No. 2 to our Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on January 18, 2000.
Our SEC filings may be accessed at the SEC's EDGAR database available at
www.sec.gov.

- WHAT VOTE IS REQUIRED TO APPROVE THE AMENDMENT TO THE 2000 EQUITY
PARTICIPATION PLAN?

Approval of this proposal requires the affirmative vote of the holders of a
majority of the outstanding shares of common stock represented at and entitled
to vote at the meeting.

9
<PAGE>
PROPOSAL NO. 3:

APPROVAL OF THE
AMENDMENT TO THE 2000 EMPLOYEE STOCK PURCHASE PLAN
TO INCREASE THE NUMBER OF SHARES
RESERVED FOR ISSUANCE

This Proposal No. 3, if approved, would increase the number of shares of
common stock available for purchase under the 2000 Employee Stock Purchase Plan.
There are currently 200,000 shares of our common stock reserved for purchase
under the 2000 Employee Stock Purchase Plan. Of that number, 86,167 shares have
already been purchased, leaving 113,833 shares available for future purchase.
This amendment would increase the number of shares of common stock available for
purchase under the 2000 Employee Stock Purchase Plan by 600,000 to 800,000. This
amendment was approved by our Board of Directors, and under the terms of the
2000 Employee Stock Purchase Plan it must be approved by our stockholders in
order to be effective.

We believe that the 2000 Employee Stock Purchase Plan should be amended to
increase the number of shares available for purchase in order to be able to
continue to allow employees to purchase shares of common stock under the plan.
An employee's continued ability to purchase shares of our common stock at a
discount provides them with a powerful incentive to remain in our employ.

Your ratification of the Board of Directors' amendment to the 2000 Employee
Stock Purchase Plan will enable us to continue our strategy of using stock
incentives to secure and retain key employees of outstanding ability, both now
and in the future. The attraction and retention of such persons is vital to the
success of our business.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
APPROVAL OF THE AMENDMENT TO THE 2000 EMPLOYEE STOCK PURCHASE PLAN
TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE
AS SET FORTH IN PROPOSAL NO. 3

Set forth below is a general description of the 2000 Employee Stock Purchase
Plan. This description is relevant to the amendment to be considered in Proposal
No. 3.

- WHO IS ELIGIBLE TO PARTICIPATE IN THE 2000 EMPLOYEE STOCK PURCHASE PLAN?

In general, all our employees are eligible to participate in the 2000
Employee Purchase Plan if (i) they do not own stock possessing five percent (5%)
or greater of the voting power or value of our stock, and (ii) they customarily
work 20 hours or more per week and more than five months per calendar year for
us, provided that such persons are employed on the first day of a purchase
period. Non-employee directors are not eligible to participate in the 2000
Employee Purchase Plan.

- HOW DO EMPLOYEES PARTICIPATE IN THE 2000 EMPLOYEE STOCK PURCHASE PLAN?

Participation in the 2000 Employee Purchase Plan is completely voluntary.
Employees who choose to enroll in the 2000 Employee Purchase Plan must designate
the portion of their base cash compensation (not less than 1% and not greater
than 15%) to be withheld during each offering period under the 2000 Employee
Purchase Plan. An employee's payroll deductions are adjusted downward or
refunded to the extent necessary to ensure that he or she will not purchase
during any calendar year common stock that has a fair market value greater than
$25,000 (determined under the rules of the Internal Revenue Service).

The first offering period was the twelve-month period beginning on
February 8, 2000 and ending on February 28, 2001. Thereafter, an offering period
is the consecutive twelve-month period beginning the first day of March and
ending on the last day of February. Each offering period is divided into two

10
<PAGE>
six-month purchase periods. The first purchase period began on February 8, 2000
and ended on August 31, 2000, and the second purchase period began on
September 1, 2000 and will end on February 28, 2001. Options are granted on the
first day of each offering period and are automatically exercised on the last
day of each six-month purchase period within the offering period.

The amount of an employee's payroll deductions under the 2000 Employee
Purchase Plan is credited to a bookkeeping account maintained in the employee's
name. At the end of the first purchase period of an offering period, the amount
credited to a participant's account is applied to the purchase of shares of
common stock from our company at a price equal to 85% of the lesser of (a) the
fair market value of a share of common stock on the first day of an offering
period or (b) the fair market value of a share of common stock on the last date
of the first purchase period. At the end of the second purchase period of an
offering period, for those employees who were eligible on the first day of the
offering period, the amount credited to a participant's account is applied to
the purchase of shares of common stock from our company at a price equal to 85%
of the lesser of the fair market value of a share of common stock on the
(x) first day of the offering period, (y) the first day of the second purchase
period, or (z) last day of the second purchase period. At the end of the second
purchase period of an offering period, for those employees who were not eligible
on the first day of the offering period, that amount credited to their account
is applied to the purchase of shares of our common stock at a price equal to 85%
of the lesser of the fair market value of a share of our common stock on (aa)
the first day of the second purchase period, or (bb) the last date of the second
purchase period.

An employee may elect to terminate his or her participation during an
offering period. An employee's participation will automatically terminate upon
the termination for any reason of his or her employment. Upon termination of
participation, payroll deductions will cease and the amount credited to the
participant's account (representing previous uninvested payroll deductions) will
be paid in cash to the participant (or the participant's beneficiary). A
participant who voluntarily withdraws from the 2000 Employee Purchase Plan
during a purchase period may re-enroll for any subsequent purchase period for
which he or she is an eligible employee.

- WHO ADMINISTERS THE 2000 EMPLOYEE STOCK PURCHASE PLAN?

The 2000 Employee Purchase Plan is administered by the compensation
committee of the Board of Directors. The compensation committee has the power
and discretion to construe, interpret and apply the terms of the 2000 Employee
Purchase Plan. The Board of Directors may amend or terminate the 2000 Employee
Purchase Plan at any time, subject to stockholder approval in the case of
amendments that (a) change the number of shares of common stock that may be sold
under the plan, (b) decrease the purchase price below a price computed in the
manner provided in the 2000 Employee Stock Purchase Plan, (c) change the
eligibility requirements to participate in the plan, or (d) would cause the plan
to no longer be an "employee stock purchase plan" within the meaning of
Section 423(c) of the Internal Revenue Code.

- WHO IS ON THE COMPENSATION COMMITTEE?

The compensation committee consists of Messrs. Dwight, Nie and Mills, at
least two of whom are "non-employee directors" for purposes of Rule 16b-3 under
the Exchange Act and "outside directors" for the purposes of Section 162(m) of
the Internal Revenue Code.

- DOES THE 2000 EMPLOYEE STOCK PURCHASE PLAN CONFORM TO FEDERAL SECURITIES
LAWS?

The 2000 Employee Stock Purchase Plan is intended to conform to the extent
necessary with all provisions of the Securities Act and the Exchange Act and any
and all regulations and rules promulgated by the Securities and Exchange
Commission under those acts, including Rule 16b-3. We intend that the 2000
Employee Stock Purchase Plan will be administered, and shares of our common

11
<PAGE>
stock will be purchased, only in a manner which conforms to these laws, rules
and regulations. To the extent permitted by applicable law, the 2000 Employee
Stock Purchase Plan and purchases of our common stock under the 2000 Employee
Stock Purchase Plan shall be deemed amended to the extent necessary to conform
to these laws, rules and regulations.

- WHAT ARE THE FEDERAL TAX CONSEQUENCES OF PURCHASING SHARES OF STOCK THROUGH
THE 2000 EMPLOYEE STOCK PURCHASE PLAN?

The 2000 Employee Purchase Plan is intended to qualify as an "employee stock
purchase plan" within the meaning of Section 423 of the Code. Amounts withheld
from an employee's pay under the 2000 Employee Purchase Plan constitute ordinary
income as if such amounts had been paid outright. No income is realized by an
employee upon the purchase of shares at the end of a purchase period. A
participant may realize ordinary income upon a sale or other disposition of
shares acquired under the 2000 Employee Purchase Plan. In general, if the sale
or other disposition occurs more than two years after the beginning of the
purchase period in which the shares were acquired, then gain realized will be
treated as ordinary income in an amount up to the lesser of (i) the excess of
the fair market value of the shares at the time of sale or other disposition
over the amount paid, or (ii) the excess of the fair market value of the shares
at the beginning of the purchase period over the purchase price. The balance of
the gain, if any, will be treated as long-term capital gain. If the sale or
other disposition occurs within said two-year period, then the employee will
realize ordinary income equal to the 15% purchase price discount and the amount
of the ordinary income will be added to the employee's basis for the shares in
determining the capital gain or loss realized on the sale. We will be entitled
to a deduction equal to the ordinary income realized by an employee who sells.
Since presently we have a significant net operating loss carryforward for
federal income tax purposes, we do not expect to receive any current benefit
from such a deduction.

- WHERE CAN I FIND A COPY OF THE ENTIRE 2000 EMPLOYEE STOCK PURCHASE PLAN?

The summary we have included about the 2000 Employee Stock Purchase Plan is
qualified in its entirety by reference to the 2000 Employee Stock Purchase Plan,
which was filed as an exhibit to our Amendment No. 2 to our Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on
January 18, 2000. Our SEC filings may be accessed at the SEC's EDGAR database
available at www.sec.gov.

- WHAT VOTE IS REQUIRED TO APPROVE THE AMENDMENT TO THE 2000 EMPLOYEE STOCK
PURCHASE PLAN?

Approval of this proposal requires the affirmative vote of the holders of a
majority of our outstanding shares of common stock represented at and entitled
to vote at the meeting.

12
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The information in the following table sets forth the ownership of our
common stock, as of November 22, 2000, by (i) each person who, to our knowledge,
beneficially owns more than 5% of the outstanding shares of our common stock;
(ii) each named executive officer (as listed in the summary compensation table);
(iii) each of our directors; and (iv) all of our directors and executive
officers, as a group. As of November 22, 2000, we had 28,608,702 shares of
common stock outstanding.

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF COMMON STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) BENEFICIALLY OWNED (1)
------------------------------------ ---------------------- --------------------------
<S> <C> <C>
CMG@Ventures Capital Corporation (2).............. 4,895,230 17.1%
Oak Investment Partners (3)....................... 3,463,994 12.1%
21st Century Internet Fund, L.P. (4) 950,000 3.3%
Emerick Woods (5)................................. 827,253 2.9%
Howard Bain....................................... 50,000 *
Scott Young....................................... 240,000 *
Dinesh Wadhawan................................... 225,000 *
Eric Winkler...................................... 125,000 *
Herbert M. Dwight, Jr............................. 210,000 *
Jon Callaghan (6)................................. 4,908,298 17.1%
Fred Gibbons (7).................................. 108,576 *
Peter Mills (8)................................... 5,245,530 17.1%
Norman Nie........................................ 31,905 *
Michael Sears..................................... 20,000 *
Peter Ziebelman (4)............................... 950,000 3.3%
All Named Executive Officers and Directors as a
Group (13 persons).............................. 8,046,332 28.1%
</TABLE>

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

* Represents less than 1% of the issued and outstanding shares.

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock subject
to options and warrants which are currently exercisable, or will become
exercisable within 60 days of November 22, 2000, are deemed outstanding for
computing the percentage of the person or entity holding such securities but
are not outstanding for computing the percentage of any other person or
entity. Except as indicated by footnote, and subject to the community
property laws where applicable, to our knowledge the persons named in the
table above have sole voting and investment power with respect to all shares
of common stock shown as beneficially owned by them. Unless otherwise
indicated, the address for each person is 370 San Aleso Avenue, Sunnyvale,
California 94085.

(2) Consists of 4,590,058 shares held by CMG@Ventures Capital Corporation, an
affiliate of CMG@Ventures, Inc., 46,364 shares held by CMG@Ventures, Inc.,
257,205 shares held by CMG@Ventures I, LLC, an affiliate of
CMG@Ventures, Inc., and 1,603 shares held by CMG@Ventures II, LLC, an
affiliate of CMG@Ventures, Inc. Excludes 363,368 shares held by
Messrs. Callaghan and Mills in their personal capacities.

(3) Consists of 3,381,667 shares held by Oak Investment Partners VIII, L.P. and
82,327 shares held by Oak VIII Affiliates Fund, L.P., both affiliates of Oak
Investment Partners. Excludes 31,905 shares held by Norman Nie, one of our
Directors and a limited partner of Oak VIII Affiliates Fund, L.P.

(4) Consists of 950,000 shares held by 21st Century Internet Fund, L.P., an
affiliate of 21st Century Internet Management Partners, LLC. Mr. Ziebelman
is a General Partner of 21st Century Internet

13
<PAGE>
Management Partners, LLC, and may be deemed to have voting and investment
powers over these shares. Mr. Ziebelman disclaims beneficial ownership in
these shares, except to the extent of his interest in 21st Century Internet
Management Partners, LLC.

(5) Excludes 127,884 shares held by two trusts for the benefit of Mr. Woods'
children over which Mr. Woods does not maintain voting or investment power.
Mr. Woods disclaims beneficial ownership of the shares held in these two
trusts.

(6) Consists of 13,068 shares held by Mr. Callaghan, 4,590,058 shares held by
CMG@Ventures Capital Corporation, an affiliate of CMG@Ventures, Inc., 46,364
shares held by CMG@Ventures, Inc., 257,205 shares held by CMG@Ventures I,
LLC, an affiliate of CMG@Ventures, Inc., and 1,603 shares held by
CMG@Ventures II, LLC, an affiliate of CMG@Ventures, Inc. Mr. Callaghan is a
General Partner of CMG@Ventures, Inc. and may be deemed to have voting and
investment powers over the shares held by CMG@Ventures, Inc. and its
affiliates, including CMG@Ventures Capital Corporation, CMG@Ventures I, LLC
and CMG@Ventures II, LLC. Mr. Callaghan disclaims beneficial ownership of
such shares, except to the extent of his interest in CMG@Ventures, Inc.,
CMG@Ventures Capital Corporation, CMG@Ventures I and CMG@Ventures II.

(7) All shares are held by a trust with respect to which Mr. Gibbons maintains
sole voting power.

(8) Consists of 350,300 shares held by Mr. Mills, 4,590,058 shares held by
CMG@Ventures Capital Corporation, an affiliate of CMG@Ventures, Inc., 46,364
shares held by CMG@Ventures, Inc., 257,205 shares held by CMG@Ventures I,
LLC, an affiliate of CMG@Ventures, Inc. and 1,603 shares held by
CMG@Ventures II, LLC, an affiliate of CMG@Ventures, Inc. Mr. Mills is a
General Partner of CMG@Ventures, Inc. and may be deemed to have voting and
investment powers over the shares held by CMG@Ventures, Inc. and its
affiliates, including CMG@Ventures Capital Corporation, CMG@Ventures I, LLC
and CMG@Ventures II, LLC. Mr. Mills disclaims beneficial ownership of such
shares, except to the extent of his interest in CMG@Ventures, Inc.,
CMG@Ventures Capital Corporation, CMG@Ventures I and CMG@Ventures II.

14
<PAGE>
CERTAIN INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS

Set forth below is information regarding each of our executive officers as
of November 22, 2000.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- -------- ---------------------------------------------
<S> <C> <C>
Emerick Woods................................... 45 President and Chief Executive Officer,
Director
Scott Young..................................... 41 Senior Vice President, Products and Strategy,
Chief Technology Officer
Dinesh Wadhawan................................. 42 Senior Vice President, Worldwide Sales
Mary Gavin...................................... 43 Vice President, Engineering
Eric Winkler.................................... 34 Vice President, Marketing
David Cherner................................... 36 Vice President and General Manager,
Syndication
Scott Sullivan.................................. 37 Vice President, Human Resources
Mike Torgersen.................................. 57 Vice President, Information Technology and
Chief Information Officer
Scott Shuda..................................... 34 General Counsel and Secretary
</TABLE>

The principal occupations and positions for the past five years, and in some
cases prior years, of the executive officers named above, are as follows:

SCOTT YOUNG has served as our Senior Vice President, Products and Strategy
and Chief Technology Officer since June 2000. From October 1997 to June 2000,
Mr. Young was our Senior Vice President, Operations, and from October 1996 to
October 1997, Mr. Young was our Director of Operations. From February 1994 to
October 1996, Mr. Young was the Vice President of Sales and Marketing of
Infrastructures for Information, Inc., a provider of integrated information
management systems software. From August 1989 to October 1994, Mr. Young was the
Director of Technology and Government Relations for Semiconductor Equipment and
Materials International, an industry consortium for the semiconductor industry.
Mr. Young holds a B.A. and a J.D. from the University of Kansas.

DINESH WADHAWAN has served as our Vice President, Worldwide Sales since
September 2000. From March 1999 to August 2000, Mr. Wadhawan served as our Vice
President, Sales. From October 1995 to March 1999, Mr. Wadhawan was the Director
of Operations, Western North America of Systems Union, Inc., a provider of
international business and financial software. From January 1994 to
September 1995, Mr. Wadhawan was the Global Manager, Oil and Gas, of Systems
Union Limited, the United Kingdom component of Systems Union. Mr. Wadhawan holds
a B.S. and a Post Graduate Diploma in Business Management from the University of
Delhi, India.

MARY GAVIN has served as our Vice President, Engineering since August 1999.
From October 1997 to August 1999, Ms. Gavin was our Director of Engineering
Projects. From March 1997 to October 1997, Ms. Gavin was our Project Manager. In
1996, Ms. Gavin was a Marketing Manager of NetRights, LLC, a start-up Internet
company. In 1995, Ms. Gavin was a Support and Training Manager

15
<PAGE>
of Codman Research Group, a developer of decision support systems for the health
care industry. Ms. Gavin holds a B.A. from Ripon College.

ERIC WINKLER has served as our Vice President, Marketing since
January 1999. From 1998 to 1999, Mr. Winkler was a Director of Consumer
Marketing for the consumer software division of IBM. From 1994 to 1998,
Mr. Winkler was a Marketing and Communications Department Manager and then
Director for Broderbund Software, a software publisher. Mr. Winkler holds a B.A.
from the Allen School of Advertising at the University of Oregon.

DAVID CHERNER has served as our Vice President and General Manager,
Syndication since April 1999, which position was formerly titled Vice President
and General Manager, MapBlast! From October 1997 through April 1999,
Mr. Cherner was a management consultant to several early-stage Internet
companies, including Third Age Media, eWork Exchange and our company. During
that time, Mr. Cherner also served as Vice President of the Panterra Group, a
management consulting organization. In February 1996, Mr. Cherner founded
i-Health, Inc., an Internet health content community, where he served as
President and Chief Executive Officer until September 1997. From 1994 to 1996,
Mr. Cherner was a senior manager, business development of Access Health, Inc.,
an information services company. Mr. Cherner holds a B.A. in Economics from
Emory University and an M.B.A. from the Haas School of Business at the
University of California, Berkeley.

SCOTT SULLIVAN has served as our Vice President, Human Resources since
October 2000. From April 2000 to September 2000, Mr. Sullivan was a Senior
Principal at Diamond Technology Partners, a business operations firm focused on
developing successful new companies. From July 1994 to March 2000, Mr. Sullivan
was a Managing Consultant at Towers Perrin, a management consulting firm.
Mr. Sullivan holds a B.S. in Chemistry and Engineering from the United States
Military Academy, West Point, and an M.B.A. from Harvard Business School.

MIKE TORGERSEN has served as our Vice President, Information Technology and
Chief Information Officer since September 2000. Previously, from August 1999
until August 2000, Mr. Torgersen served as our Director of Information
Technology. From September 1998 to June 1999, Mr. Torgersen was the Vice
President, Operations at SocialNet, a Silicon Valley startup. From July 1997 to
September 1998, Mr. Torgersen was the Vice President, Operations at
Communities.com, another Silicon Valley startup. Mr. Torgersen holds a B.S. from
the University of Illinois, College of Engineering and an M.B.A. from the
University of Chicago, Graduate School of Business.

SCOTT SHUDA has served as our General Counsel and Secretary since May 1999.
From May 1998 to May 1999, Mr. Shuda was a corporate associate in the Silicon
Valley office of the law firm of Latham & Watkins. From September 1996 to
May 1998, Mr. Shuda was a corporate associate in the law firm of O'Sullivan,
Graev & Karabell in New York. From September 1994 to August 1996, Mr. Shuda was
a corporate associate in the law firm of Roger & Wells in New York. Mr. Shuda
holds a B.A., an M.B.A. and a J.D. from Georgetown University.

16
<PAGE>
EXECUTIVE COMPENSATION

The following table provides for the periods shown summary information
concerning compensation paid or accrued by us to or on behalf of our Chief
Executive Officer and each of our four highest paid executive officers
(collectively referred to as the "named executive officers") plus one additional
individual for whom disclosure would have been provided but for the fact that
the individual was not serving as an executive officer at the end of our last
fiscal year.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION ($) ---------------
FISCAL YEAR -------------------------------------------- SECURITIES
NAME AND PRINCIPAL ENDED OTHER ANNUAL UNDERLYING ALL OTHER
POSITION JULY 31, SALARY BONUS COMPENSATION ($)(1) OPTIONS (#) (2) COMPENSATION ($)
------------------ ----------- -------- -------- ------------------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Emerick Woods........ 2000 $222,917 $120,000 -- 150,000 $33,000(3)
President, Chief 1999 200,000 100,000 -- -- $33,000(3)
Executive Officer
and Director
Howard Bain.......... 2000 $106,443(4) $100,000 -- -- --
Executive Vice
President and Chief
Financial Officer
Scott Young.......... 2000 $145,000 $ 37,500 -- 40,000 --
Senior Vice 1999 130,000 30,000 -- 190,000 --
President, Products
and Strategy, Chief
Technology Officer
Dinesh Wadhawan...... 2000 $158,333 $126,000 $ 62,500 45,000 --
Senior Vice 1999 $ 50,577 $ 8,333 -- 225,000 --
President,
Worldwide Sales
Eric Winkler......... 2000 $143,750 $ 37,500 -- 25,000 --
Vice President, 1999 69,500 -- -- -- --
Marketing
Mark Friend.......... 2000 $ 88,333 $ 26,500 $130,655 17,250 --
Director, Strategic 1999 78,205 50,341 12,784 33,750 --
Accounts
</TABLE>

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

(1) Excludes perquisites and other personal benefits, securities or property
aggregating less than $50,000 or 10% of the total annual salary and bonus
reported for each person.

(2) The securities underlying the options are shares of common stock.

(3) Consists of housing expenses paid by us on behalf of Mr. Woods.

(4) Represents Mr. Bain's salary for the period beginning March 2000, when he
joined our company, through the end of the fiscal year.

During the periods indicated above, none of the named executive officers, or
other persons listed on the table above, received any awards under any long-term
incentive plan, and we do not have a pension plan.

17
<PAGE>
EMPLOYMENT AGREEMENTS

On November 17, 2000, Howard Bain resigned from his position as Executive
Vice President and Chief Financial Officer of our company. In connection with
Mr. Bain's resignation, he agreed to make himself available, as reasonably
requested by us, to perform consulting services for our company for a period of
one year following his resignation and we agreed to pay him an amount equal to
$225,000 and allowed Mr. Bain to purchase 50,000 shares of common stock for
nominal consideration under our 2000 Equity Participation Plan. In addition, we
agreed to make COBRA payments on Mr. Bain's behalf for a period of one year
following his resignation. The agreement also includes other customary terms,
including a general release by Mr. Bain and confirmation that he has resigned
from any officer or director positions held by him at our company's
subsidiaries.

STOCK OPTION ACCELERATION RIGHTS OF EXECUTIVE OFFICERS

We have entered into agreements with a number of our executive officers
providing that up to 25% of their stock options will become immediately vested
in the event of specified merger or reorganization transactions. In addition, we
have entered into an agreement with Mr. Woods, providing that 100% of the
150,000 shares granted to him during fiscal year 2000 will become immediately
vested and exercisable upon the occurrence of specific merger or reorganization
transactions.

2000 EQUITY PARTICIPATION PLAN

Our 2000 Equity Participation Plan is described under the caption "Proposal
No. 2: Approval of the Amendment to the 2000 Equity Participation Plan to
Increase the Number of Shares Authorized for Issuance."

2000 EMPLOYEE STOCK PURCHASE PLAN

Our 2000 Employee Stock Purchase Plan is described under the caption
"Proposal No. 3: Approval of the Amendment to the 2000 Employee Stock Purchase
Plan to Increase the Number of Shares Authorized for Issuance."

OPTION GRANTS IN THE FISCAL YEAR ENDED JULY 31, 2000

In the fiscal year ended July 31, 2000, we granted options to purchase
1,982,750 shares of common stock under the 1996 Stock Option Plan and the 2000
Equity Participation Plan and during the year options granted for 56,480 shares
were cancelled and returned to the plans. As of November 22, 2000, options to
purchase a total of 1,419,200 shares were outstanding under our 2000 Equity
Participation Plan and 453,778 shares remained available for grant under the
plan. In general, options granted under our 2000 Equity Participation Plan vest
over four years and expire on the tenth anniversary of the date of grant.

18
<PAGE>
We grant options to our executive officers under our 2000 Equity
Participation Plan. The following tables show for the fiscal year ended
July 31, 2000, certain information regarding options granted to, exercised by,
and held at year end by our named executive officers:

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------ POTENTIAL REALIZABLE VALUE
NUMBER % OF TOTAL AT ASSUMED ANNUAL RATES
OF SECURITIES OPTIONS OF STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION FOR OPTION
OPTIONS EMPLOYEES IN EXERCISE OF TERM (1)
GRANTED THE FISCAL BASE PRICE ---------------------------
NAME (#) YEAR ($/SH) (2) EXPIRATION DATE 5% ($) 10% ($)
---- ------------- ------------ ----------- ---------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Emerick Woods............. 150,000 7.6% $12.00 January 24, 2010 $1,132,010 $2,868,736
Howard Bain (3)........... 350,000 17.7% $17.00 February 8, 2010 $3,741,923 $9,482,768
Scott Young............... 40,000 2.0% $12.00 January 24, 2010 $ 301,869 $ 764,996
Dinesh Wadhawan........... 20,000 1.0% $12.00 January 24, 2010 $ 150,935 $ 382,498
25,000 1.3% $40.50 March 1, 2010 $ 636,756 $1,613,664
Eric Winkler.............. 25,000 1.3% $12.00 January 24, 2010 $ 188,668 $ 478,123
</TABLE>

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

(1) Reflects the value of the stock option on the date of grant assuming
(i) for the 5% column, a five-percent annual rate of appreciation in our
common stock over the ten-year term of the option and (ii) for the 10%
column, a ten-percent annual rate of appreciation in our common stock over
the ten-year term of the option, in each case without discounting to net
present value and before income taxes associated with the exercise. The 5%
and 10% assumed rates of appreciation are based on the rules of the
Securities and Exchange Commission and do not represent our estimate or
projection of the future price of our common stock. The amounts in this
table may not be achieved.

(2) All options were granted at the fair market value of our common stock at the
date of grant.

(3) Mr. Bain's option to purchase 350,000 shares of our common stock was
canceled in connection with his November 17, 2000 resignation.

AGGREGATE OPTION EXERCISES IN THE FISCAL YEAR ENDED JULY 31, 2000; FISCAL YEAR
ENDED JULY 31, 2000 YEAR-END OPTION VALUES

The following table sets forth, on an aggregated basis, information
regarding securities underlying unexercised options during the fiscal year ended
July 31, 2000 by our named executive officers. The value of in-the-money options
is based on the fair market value of our common stock at close of market on
July 31, 2000 of $19.88 per share and is net of the exercise price of the
options:

<TABLE>
<CAPTION>
OPTION VALUES AT JULY 31, 2000
---------------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT FISCAL YEAR- VALUE OF UNEXERCISED IN-
END (1) (#) THE-MONEY OPTIONS AT
SHARES ACQUIRED --------------------------- FISCAL YEAR-END ($)
NAME AT EXERCISE (#) VALUE REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Emerick Woods............ -- -- -- 150,000 -- $1,181,250
Howard Bain.............. -- -- -- 350,000 -- $1,006,250
Scott Young.............. 190,000 $1,881,000 -- 40,000 -- $ 315,000
Dinesh Wadhawan.......... 225,000 $ 562,500 -- 45,000 -- $ 157,500
Eric Winkler............. -- -- -- 25,000 -- $ 196,875
</TABLE>

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

(1) The securities underlying the options are shares of our common stock.

19
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

At the end of the fiscal year ended July 31, 2000, the compensation
committee consisted of Messrs. Dwight (appointed October 13, 1999), Nie and
Mills (who replaced Mr. Ziebelman on March 23, 2000), none of whom (1) is a
present or former officer or employee of our company, or (2) is engaged in any
transactions described under the heading "Certain Transactions," with the
exception of Mr. Mills, who is a General Partner of CMG@Ventures, Inc., an
affiliate of CMGI Inc.

CERTAIN TRANSACTIONS

CMGI INC.

CMG@Ventures Capital Corporation, our largest stockholder, is an affiliate
of CMGI Inc. ("CMGI"). CMGI is a global Internet operating and development
company with a network of approximately 70 operating subsidiaries and venture
capital funded affiliates. We have entered into business relationships with
several of CMGI's subsidiaries and affiliates. These companies include, NaviSite
Internet Services Corporation ("NaviSite"), Koz.com, Inc. ("Koz"), AltaVista
Company ("AltaVista"), MyWay.com Corporation ("MyWay"), Engage
Technologies, Inc. ("Engage"), eCircles, Inc., ("eCircles"), YesMail.com, Inc.
("YesMail"), and Lycos, Inc. ("Lycos").

We entered into various service agreements with NaviSite pursuant to which
NaviSite agreed to host a portion of our data center equipment and to provide
Internet connections and we agreed to pay NaviSite various setup and service
fees. The last of these agreements expired in December 1999.

In July 1999, we entered into a service agreement with Koz pursuant to which
we provide our directory services, maps, and driving directions for an annual
license fee.

In December 1999, we entered into an Interactive Service Agreement with
AltaVista Internet Operations Limited (UK), an affiliate of AltaVista, pursuant
to which we agreed to provide maps and driving directions to Alta Vista's U.K.
web site in exchange for a percentage of the revenue generated on pages
displaying our content and services.

In January 2000, we entered into an agreement with AltaVista pursuant to
which we agreed to provide our BrandFinder services to AltaVista's web site.
During the initial term of this agreement, the parties will share revenue
generated on pages providing our BrandFinder service.

In January 2000, we entered into a service and license agreement with MyWay
pursuant to which we agreed to provide MyWay's web site with our directory
services for an annual license fee.

In February 2000, we entered into a strategic relationship with Engage
pursuant to which we provide Engage with web users' anonymous geographic data to
be integrated into Engage's end-user profiles and pursuant to which Engage and
its agents agreed to sell our advertising inventory to media buyers in exchange
for a share of the revenue generated from the sale.

In February 2000, we entered into a service and license agreement with
eCircles pursuant to which we agreed to provide domestic maps and driving
directions to eCircles for an annual license fee.

In March 2000, we entered into a network partner agreement with YesMail
pursuant to which we agreed to integrate YesMail's email campaign service into
our personalized services available on our web site located at mapblast.com in
exchange for a share of the revenue generated from this service.

In May 2000, we entered into an agreement with Lycos pursuant to which we
provide international and domestic maps and driving directions to Lycos in
exchange for a license fee and pursuant to which we provide our BrandFinder
service in exchange for a share of the revenue generated from that service. We
have also agreed to provide our services on the Lycos wired and wireless
platforms.

In July 2000, we entered into a license and service agreement with AltaVista
pursuant to which AltaVista licensed our geocoding software and maps and driving
directions.

20
<PAGE>
We believe that each of the foregoing transactions was on terms no less
favorable to us than we could have obtained from independent third parties.

CLICKACTION INC.

In November 1999, we entered into a license agreement with ClickAction Inc.
("ClickAction") pursuant to which we license software from ClickAction. In
December 1999, we paid an aggregate of $250,000 in license fees under this
license agreement. Mr. Woods is a Director of ClickAction.

We believe that this transaction was on terms no less favorable to us than
we could have obtained from independent third parties.

INDEMNITY AGREEMENTS

We entered into indemnity agreements with our directors and certain of our
officers which provide, among other things, that we will indemnify such officer
or director, under the circumstances and to the extent provided for therein, for
damages, judgments, fines, penalties, settlements and costs, attorneys' fees and
disbursements and costs of attachment or similar bonds, investigations and any
expenses of establishing a right to indemnification under such agreement, which
such person becomes legally obligated to pay in connection with any threatened,
pending, or completed claim, action, suit or proceeding, whether brought by or
in the right of our company or otherwise and whether of a civil, criminal,
administrative or investigative nature, in which such person may be or may have
been involved as a party or otherwise, by reason of the fact that such person is
or was, or has agreed to become, a director or officer of our company, by reason
of any actual or alleged error or misstatement or misleading statement made or
suffered by such person, by reason of any action taken by them or of any
inaction on their part while acting as such director or officer, or by reason of
the fact that they were serving at our request as a director, trustee, officer,
employee or agent of our company, or another entity.

LOAN AGREEMENTS

In July 1999, we loaned approximately $96,000 to Emerick Woods, our
President and Chief Executive Officer, to enable Mr. Woods to exercise options
to purchase shares of our common stock. This recourse loan bears interest at a
rate equal to 8 1/4% and is payable by Mr. Woods on the first to occur of the
following:

- 18 months after an initial public offering of our common stock;

- 30 days after the sale of our company;

- 90 days after the termination of Mr. Woods' employment; or

- July 2004.

In October 1999, we loaned approximately $113,000 to Dinesh Wadhawan, our
Vice President, Sales, to enable Mr. Wadhawan to exercise options to purchase
shares of our common stock. In December 1999, and then in October 2000, we
increased the amount of this loan to approximately $135,000 and $245,000,
respectively, to assist Mr. Wadhawan in paying taxes relating to the exercise of
his option. This recourse loan bears interest at a rate equal to 8 1/4% and is
payable by Mr. Wadhawan on the first to occur of the following:

- 18 months after an initial public offering of our common stock;

- 30 days after the sale of our company;

- 90 days after the termination of Mr. Wadhawan's employment; or

- October 2004.

21
<PAGE>
COMPENSATION COMMITTEE REPORT

At the end of the fiscal year ended July 31, 2000, the compensation
committee of the Board of Directors was comprised of Messrs. Dwight, Nie and
Mills, three non-employee directors, who administered our executive compensation
programs and policies. Mr. Dwight was appointed to the compensation committee on
October 19, 1999 and Mr. Mills replaced Mr. Ziebelman, who had previously served
on the compensation committee, on March 23, 2000. Our executive compensation
programs are designed to attract, motivate and retain the executive talent
needed to optimize stockholder value in a competitive environment. The programs
are intended to support the goal of increasing stockholder value while
facilitating our business strategies and long-range plans.

The following is the compensation committee's report submitted to the Board
of Directors addressing the compensation of our executive officers for fiscal
year ended July 31, 2000.

COMPENSATION POLICY AND PHILOSOPHY

Our executive compensation policy is:

- designed to establish an appropriate relationship between executive pay
and our annual performance, its long term growth objectives and its
ability to attract and retain qualified executive officers; and

- based on the belief that the interests of the executives should be closely
aligned with our stockholders.

The compensation committee attempts to achieve these goals by integrating
competitive annual base salaries with:

- annual incentive bonuses based on corporate performance and on the
achievement of specified performance objectives set forth in our operating
plan for the respective fiscal year; and

- stock options through various plans.

In support of this philosophy, a meaningful portion of each executive's
compensation is placed at risk and linked to the accomplishment of specific
results that are expected to lead to the creation of value for our stockholders
from both the short-term and long-term perspectives. The compensation committee
believes that cash compensation in the form of salary and incentive bonuses
provides our executives with short term rewards for success in operations, and
that long term compensation through the award of stock options encourages growth
in management stock ownership which leads to expansion of management's stake in
our long term performance and success. The compensation committee considers all
elements of compensation and the compensation policy when determining individual
components of pay.

The Board of Directors believes that leadership and motivation of our
employees are critical to achieving the objective of becoming a leader in
Internet-based marketing infrastructure services in the world. The compensation
committee is responsible to the Board of Directors for ensuring that its
executive officers are highly qualified and that they are compensated in a way
that furthers our business strategies and which aligns their interests with
those of our stockholders. To support this philosophy, the following principles
provide a framework for executive compensation:

- offer compensation opportunities that attract the best talent;

- motivate individuals to perform at their highest levels;

- reward outstanding achievement;

- retain those with leadership abilities and skills necessary for building
long-term stockholder value;

22
<PAGE>
- maintain a significant portion of executives' total compensation at risk,
tied to both our annual and long-term financial performance and the
creation of incremental stockholder value; and

- encourage executives to manage from the perspective of owners with an
equity stake in our company.

EXECUTIVE COMPENSATION COMPONENTS

As discussed below, our executive compensation package is primarily
comprised of three components: base salary, annual incentive bonuses and long
term incentive compensation in the form of stock options.

BASE SALARY. In the fiscal year ended July 31, 2000, Emerick Woods was the
only named executive officer employed under an employment contract.

ANNUAL INCENTIVE BONUSES. The Chief Executive Officer and other executive
officers are eligible to receive annual incentive bonuses based upon the
achievement during the year of certain agreed upon objectives. The compensation
committee reviews the performance and decides upon the bonuses payable to the
Chief Executive Officer, the Chief Financial Officer and the other executive
officers including the named executive officers.

LONG TERM INCENTIVE COMPENSATION. During the fiscal year ended July 31,
2000, option grants were made to the Chief Executive Officer and the other named
executive officers providing for the right to purchase 610,000 shares of common
stock.

COMPENSATION OUR CHIEF EXECUTIVE OFFICER

Emerick Woods' salary during fiscal year ended July 31, 2000 as President,
Chief Executive Officer was $222,917. Based upon the compensation committee's
review of Mr. Woods' performance and the company's performance during fiscal
year ended July 31, 2000, the compensation committee set Mr. Woods' current
salary at an annual rate of $250,000. In addition, the compensation committee
approved bonuses totaling of $120,000 during the fiscal year ending July 31,
2001 for Mr. Woods and granted Mr. Woods' options to purchase 150,000 shares of
common stock at an exercise price of $12.00 per share. In approving Mr. Woods'
compensation, the compensation committee took into account (i) Mr. Woods' past
performance as President, and Chief Executive Officer of our company, (ii) the
scope of Mr. Woods' responsibilities, and (iii) the Board's assessment of our
company's achievement of its performance objectives.

INTERNAL REVENUE CODE SECTION 162(m)

Under Section 162(m) of the Internal Revenue Code, the amount of
compensation paid to certain executives that is deductible with respect to our
corporate taxes is limited to $1,000,000 annually. It is the current policy of
the compensation committee to maximize, to the extent reasonably possible, our
ability to obtain a corporate tax deduction for compensation paid to our
executive officers to the extent consistent with the best interests of our
company and our stockholders. Since we presently have a

23
<PAGE>
significant net operating loss carryforward for federal income tax purposes, we
do not expect to receive any current benefit from such a deduction.

COMPENSATION COMMITTEE

Herbert Dwight, Jr.
Norman H. Nie
Peter Mills

THE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION SHALL NOT BE
DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY
REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OR THE
EXCHANGE ACT, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER THESE ACTS.

24
<PAGE>
AUDIT COMMITTEE REPORT

Our audit committee was established on October 13, 1999. During the fiscal
year ended July 31, 2000, the audit committee of the Board of Directors was
comprised of Messrs. Dwight, Gibbons and Sears, all three of whom are
"independent" directors, as determined in accordance with Rule 4200(a)(15) of
the Nasdaq Stock Market's regulations.

The following is the audit committee's report submitted to the Board of
Directors for the fiscal year ended July 31, 2000.

The audit committee has:

- reviewed and discussed the company's audited financial statements with
management;

- discussed with KPMG LLP, the company's independent auditors, the matters
required to be discussed by Statement on Auditing Standards No. 61, as may
be modified or supplemented; and

- received from KMPG LLP the written disclosures and the letter regarding
their independence as required by Independence Standards Board Standard
No. 1, as may be modified or supplemented, and discussed the auditors'
independence with them.

In addition, based on the review and discussions referred to above, the
audit committee recommended to the Board of Directors that the financial
statements be included in the Annual Report on Form 10-K for the fiscal year
ended July 31, 2000 for filing with the Securities and Exchange Commission.

The audit committee adopted an audit committee charter on June 14, 2000, a
copy of which is attached to this statement as APPENDIX A.

AUDIT COMMITTEE

Herbert Dwight, Jr.
Fred Gibbons
Michael Sears

THE AUDIT COMMITTEE REPORT SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY
ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY
FILING UNDER THE SECURITIES ACT OR THE EXCHANGE ACT, AND SHALL NOT OTHERWISE BE
DEEMED FILED UNDER THESE ACTS.

25
<PAGE>
STOCK PERFORMANCE GRAPH

The following graph compares our cumulative total stockholder return on the
common stock (no dividends have been paid thereon) with the cumulative total
return of (1) the Nasdaq Stock Market (U.S.) Index and (2) The Chase H & Q
Internet 100 Index, for the period beginning on February 9, 2000, the date of
our initial public offering and ending on July 31, 2000, the last date of our
fiscal year.

The historical stock market performance of the common stock shown below is
not necessarily indicative of future stock performance.

COMPARISON OF 6 MONTH CUMULATIVE TOTAL RETURN*
AMONG VICINITY CORPORATION,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE CHASE H & Q INTERNET 100 INDEX

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
VICINITY NASDAQ STOCK CHASE H & Q
<S> <C> <C> <C>
CORPORATION MARKET (U.S.) INTERNET 100
2/9/00 $100.00 $100.00 $100.00
7/31/00 $116.91 $86.76 $68.67
</TABLE>

* 100 INVESTED ON 2/9/00 IN STOCK OR INDEX INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING JULY 31.

THE STOCK PERFORMANCE GRAPH ABOVE SHALL NOT BE DEEMED INCORPORATED BY
REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY
STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OR UNDER THE EXCHANGE ACT,
AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER THESE ACTS.

26
<PAGE>
OTHER INFORMATION

OTHER MATTERS AT THE MEETING

We do not know of any matters to be presented at the annual meeting other
than those mentioned in this proxy statement. With respect to any other business
which may properly come before the meeting and be submitted to a vote of the
stockholders, proxies will be voted in accordance with the best judgment of the
designated proxy holders.

INDEPENDENT PUBLIC ACCOUNTANTS

Our auditors for the fiscal year ended July 31, 2000 were KPMG LLP. A
representative of KPMG LLP will be present at the meeting, will have an
opportunity to make a statement if he so desires and is expected to be available
to respond to appropriate questions.

ANNUAL REPORT ON FORM 10-K; AVAILABLE INFORMATION

We have filed with the Securities and Exchange Commission an Annual Report
on Form 10-K. Each stockholder receiving this proxy statement will also be
provided with a copy of our Annual Report to Stockholders. We will provide
without charge a copy of our 2000 Equity Participation Plan, our 2000 Employee
Stock Purchase Plan, and/or our Annual Report on Form 10-K upon written request
to our Corporate Secretary at Vicinity Corporation, 370 San Aleso Avenue,
Sunnyvale, California 94085. Copies of other exhibits to our Annual Report on
Form 10-K are available from us upon reimbursement of our reasonable costs in
providing these documents. Our filings with the Securities and Exchange
Commission may be inspected at the offices of the Securities and Exchange
Commission located in Washington, D.C. Documents filed electronically with the
Securities and Exchange Commission may also be accessed through the website
maintained by it at: www.sec.gov.

STOCKHOLDER PROPOSALS FOR THE FISCAL YEAR 2001 ANNUAL MEETING

Any stockholder who meets the requirements of the proxy rules under the
Exchange Act may submit to the Board of Directors proposals to be considered for
inclusion in our proxy statement and submission to the stockholders at the
annual meeting for the fiscal year ended July 31, 2001. Your proposal must
comply with the requirements of Rule 14a-8 under the Exchange Act and be
submitted in writing by notice delivered or mailed by first-class United States
mail, postage prepaid, to our Corporate Secretary at Vicinity Corporation, 370
San Aleso Avenue, Sunnyvale, California 94085 and must be received no later than
July 4, 2001. Your notice must include:

- your name and address and the text of the proposal to be introduced;

- the number of shares of stock you hold of record, beneficially own and
represent by proxy as of the date of your notice; and

- a representation that you intend to appear in person or by proxy at the
meeting to introduce the proposal specified in your notice.

The chairman of the meeting may refuse to acknowledge the introduction of
your proposal if it is not made in compliance with the foregoing procedures or
the applicable provisions of our Amended and Restated Bylaws. Our Amended and
Restated Bylaws provide for separate notice procedures to recommend a person for
nomination as a director or to propose business to be considered by stockholders
at a meeting. To be considered timely under these provisions, your notice must
be received by our Corporate Secretary at our principal executive officers not
less than 120 days prior to the first anniversary of the date of our notice of
annual meeting provided with respect to the previous year's

27
<PAGE>
annual meeting of stockholders. Our Amended and Restated Bylaws also specify
requirements as to the form and content of a stockholder's notice.

By Order of the Board of Directors

/s/ EMERICK WOODS
Emerick Woods
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Sunnyvale, California
December 1, 2000

28
<PAGE>
APPENDIX A
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the
financial reports and other financial information provided by the Corporation to
any governmental body or the public; the Corporation's systems of internal
controls regarding finance, accounting, and legal compliance; and the
Corporation's auditing, accounting and financial reporting processes. Consistent
with this function, the Audit Committee should encourage continuous improvement
of, and should foster adherence to, the Corporation's policies, procedures and
practices at all levels. The Audit Committee's primary duties and
responsibilities consist of serving as an independent and objective party to
monitor and assess the Corporation's financial reporting process and internal
control system; reviewing and appraising the audit efforts of the Corporation's
independent accountants and internal auditing department; and providing an open
avenue of communication among the independent accountants, financial and senior
management, the internal auditing department, and the Board of Directors.

The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.

II. COMPOSITION AND PROCEDURES

The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors as required
by The Nasdaq Stock Market. All members of the Committee shall have a working
familiarity with basic finance and accounting practices sufficient to allow them
to ready and understand financial statements, including, without limitation a
balance sheet, income statement, and cash flow statement, or shall develop such
familiarity within a reasonable period of time, including by participating in
educational programs conducted by the Corporation or an outside consultant. At
least one member of the Committee shall have past employment experience in
finance or accounting, requisite professional certification in accounting, or
other comparable experience or background in accounting or financial management
(including a current or past position as a chief executive officer, chief
financial officer, or other senior officer with financial oversight
responsibilities).

The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified.

Unless a Chair is elected by the full Board, the members of the Committee
may designate a Chair by majority vote of the full Committee membership.

The Committee may establish its own rules and procedures consistent with the
bylaws of the Corporation if the Committee, in its discretion, decides to do so.

The Committee, in its discretion, may either use the Corporation's internal
legal counsel with respect to legal counsel or retain other legal counsel if it
determines, in its sole discretion, such counsel is warranted or required under
the circumstances.

III. MEETINGS

The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. The Committee may, in its sole discretion, include in its
meetings representatives of management, the internal auditing department, and
the independent accountants, either together or in separate executive sessions
to discuss any matters that the Committee or each of these groups believe should
be discussed privately. In addition, the Committee or at least its Chair should
meet with the

A-1
<PAGE>
independent accountants and management quarterly to review the Corporation's
financials consistent with IV.4. below.

IV. RESPONSIBILITIES AND DUTIES

A. ANNUAL AUDIT

1. The Committee shall meet with the outside auditor and management to
discuss the scope of each annual audit and the procedures to be followed.

2. The Committee shall review and discuss the audited financial statement
with management.

3. The Committee shall discuss all issues with the outside auditor and take
all actions necessary to fulfill the requirements of Statement on
Auditing Standards No. 61 as then in effect.

4. Contingent upon the Committee's satisfaction of its other obligations
hereunder, the Committee shall recommend to the Board whether to include
the audited financial statement in the Corporation's Annual Report on
Form 10-K for the fiscal year subject to such audit.

B. REVIEW OF OUTSIDE AUDITOR

5. The outside auditor shall be responsible to the Committee and the Board
in connection with the audit of the Corporation's annual financial
statements and related services.

6. Where applicable, the Committee shall recommend to the Board the
nomination of the outside auditor for approval at a stockholder meeting,
approve the terms of engagement of the outside auditor, and recommend
that the Board replace the outside auditor.

7. The Committee shall receive from the outside auditor the written
disclosure required by Independence Standards Board Standard No. 1
regarding all relationships between the outside auditor and the
Corporation. The Committee shall also discuss with the outside auditor
any such relationships or other issues which might affect the
independence of the outside auditor in the Committee's reasonable
judgment and, where necessary, recommend appropriate action to the Board
in order to ascertain the outside auditor's independence.

C. INTERNAL AUDIT

8. The Committee shall discuss at least annually with the senior internal
audit manager the activities and organizational structure of the
Corporation's internal audit control and the qualifications of the
primary personnel performing such function.

9. Management shall furnish to the Committee a copy of each audit report
prepared by the senior internal audit manager.

10. The Committee may, at its sole discretion, meet with the senior internal
audit manager to discuss any reports prepared by the outside auditor
senior internal audit manager or any other relevant matters raised by the
senior internal audit manager.

11. The senior internal audit manager shall have unrestricted access to the
Committee.

D. INTERNAL CONTROLS

12. The Committee shall discuss with the outside auditor and the senior
internal audit manager, at least annually, the adequacy and effectiveness
of the accounting and financial controls of

A-2
<PAGE>
the Corporation, and consider any recommendations for improvement of such
internal control procedures.

13. The Committee shall discuss with the outside auditor and with management
letter provided by the outside auditor and any other significant matters
brought to the attention of the Committee by the outside auditor as a
result of its annual audit. The Committee should allow management
adequate time to consider such matter raised by the outside auditor.

E. ADDITIONAL RESPONSIBILITIES

14. The Committee shall review and revise this Charter at least annually.

15. The Committee shall provide a report for inclusion in the Company's
Annual Proxy Statement as required by Item 306 of Regulation S-K as
promulgated by the Securities and Exchange Commission.

16. The Committee, through its Chair, shall report periodically, at the
Committee's discretion, but in no event less than annually, to the full
Board regarding the Committee's actions and recommendations, if any.

A-3
<PAGE>
[VICINITY LOGO]
<PAGE>

VICINITY CORPORATION

BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
AT 10:00 A.M., WEDNESDAY, JANUARY 3, 2001
VICINITY CORPORATION
370 SAN ALESO AVENUE
SUNNYVALE, CALIFORNIA 94085

The undersigned stockholder of Vicinity Corporation hereby revokes any
proxy or proxies previously granted and appoints Emerick Woods, Scott Young
and Scott Shuda, or any of them, as proxies, each with full powers of
substitution and resubstitution, to vote the shares of the undersigned at the
above-stated Annual Meeting and at any adjournment or postponement thereof:

This proxy is solicited on behalf of the Board of Directors and will be
voted in accordance with the specifications made on the reverse side. If a
choice is not indicated with respect to items (1) this proxy will be voted
FOR the nominee listed. If a choice is not indicated with respect to items
(2) or (3), this proxy will be voted FOR such items. The proxies are
authorized to use their discretion with respect to any other business that
may properly come before the meeting. This proxy is revocable at any time
before it is exercised. Receipt herewith of the Company's Report to
Stockholders and Notice of Meeting and Proxy Statement, dated December 1,
2000, is hereby acknowleged. Please sign, date and mail today.

FOLD AND DETACH HERE

<PAGE>

/x/ Please mark
your votes as
indicated in
this example.

MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEE FOR DIRECTOR LISTED BELOW.

PROPOSAL 1: Election of Directors.

/ / FOR the nominee listed

/ / WITHHOLD AUTHORITY to vote for the nominee listed

Nominee: Fred Gibbons

PROPOSAL 2: To approve an amendment to our 2000 Equity Participation to
increase the number of shares reserved for issuance under the plan from
1,500,000 to 2,900,000 shares.

FOR / / AGAINST / / ABSTAIN / /

PROPOSAL 3: To approve an amendment to our 2000 Employee Stock Purchase Plan
to increase the number of shares reserved for issuance under the plan from
200,000 to 800,000 shares.

FOR / / AGAINST / / ABSTAIN / /

(SIGNATURE OF STOCKHOLDER(S))

___________________________________________DATED_____________, 2000.
(Joint owners must EACH sign. Please sign EXACTLY as your name(s)
appear(s) on this card. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please give your FULL title.)