<PAGE>

   As filed with the Securities and Exchange Commission on November 3, 1999
                                                     Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                ---------------
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                ---------------
                             Vicinity Corporation
            (Exact name of registrant as specified in its charter)

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

<TABLE>
  <S>                   <C>                                <C>
      Delaware                      7374                         77-0414631
  (State or other       (Primary Standard Industrial          (I.R.S. Employer
   jurisdiction of      Classification Code Number)        Identification Number)
  incorporation or
    organization)
</TABLE>
                            1135A San Antonio Road
                          Palo Alto, California 94303
                                (650) 237-0300
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                               Emerick M. Woods
                            Chief Executive Officer
                             Vicinity Corporation
                            1135A San Antonio Road
                          Palo Alto, California 94303
                                (650) 237-0300
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                                  Copies to:
<TABLE>
<S>                                              <C>
          Christopher L. Kaufman, Esq.                          Bruce Dallas, Esq.
           Anthony J. Richmond, Esq.                          Davis Polk & Wardwell
                Latham & Watkins                               450 Lexington Avenue
             135 Commonwealth Drive                          New York, New York 10017
          Menlo Park, California 94025                            (212) 450-4000
                 (650) 328-4600
</TABLE>
                                ---------------

  Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective.
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
-------------------------------------------------------------------------------
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                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

<TABLE>
<S>                                                   <C>                            <C>
                                                                    Proposed Maximum           Amount of
Title of Each Class of Securities to be Registered    Aggregate Offering Price(1)(2) Registration Fee(2)
--------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value.......................                     $57,500,000             $15,985
</TABLE>

-------------------------------------------------------------------------------
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(1) Includes shares that the Underwriters have the option to purchase solely
    to cover over-allotments, if any.
(2) Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as
    amended, solely for the purpose of computing the amount of the
    registration fee.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
-------------------------------------------------------------------------------
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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the Se- +
+curities and Exchange Commission is effective. This prospectus is not an of-  +
+fer to sell these securities, and we are not soliciting offers to buy securi- +
+ties, in any state where the offer or sale is not permitted.                  +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Prospectus                   Subject To Completion,
                             Dated November 3, 1999

                                       Shares

                                     [LOGO]

                              Vicinity Corporation

                                  Common Stock

This is the initial public offering by Vicinity Corporation of shares of its
common stock.

We have filed an application to qualify the common stock for quotation on the
Nasdaq National Market under the symbol "VCNT." We estimate that the initial
public offering price will be between $     and $     per share.

Investing in our common stock involves material risks. See "Risk Factors"
beginning on page 6.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
            Price to       Underwriting   Proceeds to
            Public         Discounts      Vicinity
-----------------------------------------------------
<S>         <C>            <C>            <C>
Per Share   $              $              $
-----------------------------------------------------
Total       $              $              $
-----------------------------------------------------
</TABLE>

We have granted the underwriters the right to purchase up to an additional
shares of common stock to cover over-allotments.

J.P. Morgan & Co.

               Bear, Stearns & Co. Inc.

                                                     U.S. Bancorp Piper Jaffray

         , 2000
<PAGE>

[GRAPHIC- Vicinity logo in the upper left-hand corner. A picture of shoppers in
a store is under logo. Text in the upper right-hand corner reads "Vicinity
drives customers to the world's leading brands." The lower half of the page has
a white rectangle with the logos of some of Vicinity's clients.]

[GRAPHIC- Text across the top reads "Vicinity Reaches Customers Anytime.
Anywhere." Beneath that, text line reads "A day in the life of Vicinity
Customers" and shows five scenarios of how consumers can use Vicinity's
products.]
<PAGE>

                               Table of Contents
<TABLE>
<CAPTION>
                                        Page
<S>                                     <C>
Prospectus Summary.....................    1
Risk Factors...........................    6
Forward-Looking Statements.............   17
Use of Proceeds........................   18
Dividend Policy........................   18
Capitalization.........................   19
Dilution...............................   20
Selected Financial Data................   21
Management's Discussion and Analysis
 of Financial Condition and Results
 of Operations.........................   22
</TABLE>
<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
Business...................................................................   29
Management.................................................................   46
Principal Stockholders.....................................................   55
Certain Transactions.......................................................   57
Description of Capital Stock...............................................   58
Shares Eligible for Future Sale............................................   61
Underwriting...............................................................   63
Legal Matters..............................................................   65
Experts....................................................................   65
Additional Information.....................................................   65
Index to Financial Statements..............................................  F-1
</TABLE>

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

In deciding whether to buy our common stock, you should rely only on the
information contained in this prospectus. To understand this offering fully,
you should read this entire prospectus carefully, including the financial
statements and notes. Individual sections of this prospectus, such as the
section entitled "Prospectus Summary," are not complete and do not contain all
of the information that you should consider before investing in our company. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus regardless of the time of delivery of this
prospectus or of any sale of our common stock.

Until    , 2000, all dealers that buy, sell or trade our common stock, whether
or not participating in this offering, may be required to deliver a prospectus.
This requirement is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

                                ---------------
<PAGE>



                               Prospectus Summary

This summary highlights information found in greater detail elsewhere in this
prospectus. This summary is not complete and does not contain all of the
information that you should consider before investing in our common stock. We
urge you to read the entire prospectus carefully, especially the risks of
investing in our common stock discussed under "Risk Factors," before you decide
to buy our common stock.

Our Business

We are a leading provider of Internet-based marketing infrastructure services.
Our "clicks-and-mortar" solutions enable our clients to direct consumers
searching for a specific product or service to the nearest brick-and-mortar
location that carries that product or service. We have over 250 clients with an
aggregate of more than 2.5 million real world store locations. Our growing
client list includes leading companies in a number of industry segments such as
Barnes & Noble, Marriott, McDonald's, Mercedes-Benz and Nike.

While use of the Internet continues to grow rapidly and consumers are
increasingly going online to research products and services, an estimated 99%
of all retail transactions still take place at traditional brick-and-mortar
retail stores. We believe the reasons for the continuing preference for
shopping at retail stores include the ability to physically inspect and compare
products, the possibility of same-day fulfillment and the relative ease with
which products can be returned to the store where purchased. In addition, many
merchants, such as restaurants, hotels and gas stations, offer goods and
services that cannot be provided online. Jupiter Communications Inc., an
industry research firm, has stated that the key to success for retailers in the
Internet age will be to find compelling ways to direct consumers researching
products online to the nearest brick-and-mortar store where they can complete a
purchase.

We provide a suite of Internet-based marketing infrastructure services designed
to help our clients turn Web traffic into store traffic. We host our clients'
store location and product information and deliver that information to
potential customers on demand via the Internet, land-line telephones, wireless
telephones and other wireless devices. We can also provide information to
potential customers concerning which items are regularly stocked at given
locations and what promotions are being offered by participating merchants.

Using our services, our clients are able to:

    . Direct visitors from our clients' Web sites to the nearest store
      location carrying our clients' products or services. For example, Levi
      Strauss uses our Web Business Finder to direct customers from its Web
      site located at www.levi.com to the nearest store that stocks a
      selected model of Levi's blue jeans.

    . Provide customers with store and product location information via
      telephone or wireless devices such as the Palm VII. For example, The
      Wherehouse, Inc. uses our Telephone Business Finder to direct callers
      to its toll-free number, 1-800-WHEREHOUSE, to the nearest Wherehouse
      retail music store.

    . Create a unique Web presence and extend local store-specific
      promotions while maintaining brand integrity. For example, CarClub.com
      uses our SiteMaker to permit each of its member locations to customize
      individual Web sites with information such as store hours and special
      promotions while maintaining control over CarClub.com's brand
      integrity through the use of standard templates.

<PAGE>

    . Provide customers with timely incentives designed to motivate
      purchases. Through our relationship with Prio, Inc., our clients can
      extend an "Act Now!" promotional message to potential customers
      through a credit card rebate system that eliminates the need for paper
      coupons and mail-in receipts.

    . Extend their Web presence through our partnerships with Inktomi
      Corporation, ShopNow.com, Inc. and other Internet portals and search
      engines. For example, a consumer submitting a search request to a
      participating search engine will receive a list generated by our
      BrandFinder of nearby stores that carry the desired product.

Our Strategy

We intend to enhance our position as a leading provider of Internet-based
marketing infrastructure services that enable our clients to direct consumers
to real world retail locations. Key elements of our strategy include the
following:

    . expand our client base of large companies with established consumer
      brands;

    . enhance our relationships with existing clients;

    . continue to develop relationships with strategic technology and
      distribution partners;

    . expand our international presence;

    . expand our service offerings; and

    . develop our transactional revenue model to receive payments based on
      leads generated by, and actual sales resulting from, our services.

Our Organization

Our principal executive offices are located at 1135A San Antonio Road, Palo
Alto, California 94303, and our telephone number is (650) 237-0300. Our
corporate Web site is located at www.vicinity.com. The information contained on
our Web site does not constitute a part of this prospectus.

                                       2
<PAGE>


                                  The Offering

<TABLE>
 <C>                                              <S>
 Common stock offered............................         shares
 Common stock outstanding after this offering....         shares
 Use of proceeds................................. We intend to use the net
                                                  proceeds of this offering to
                                                  expand our sales and
                                                  marketing resources,
                                                  including expanding our
                                                  business in Europe and Asia,
                                                  to develop new technologies
                                                  and products and to use the
                                                  balance of the proceeds for
                                                  working capital and other
                                                  general corporate purposes.
 Proposed Nasdaq National Market symbol.......... "VCNT"
</TABLE>

The     shares of common stock outstanding after this offering is based on the
5,287,667 shares of common stock outstanding at July 31, 1999 and includes the
following:

  . the conversion of all outstanding shares of our convertible preferred
    stock into 11,813,373 shares of common stock upon the closing of this
    offering; and

  . the issuance of 952,381 shares of common stock upon the conversion of
    shares of Series E Preferred Stock issuable to Oak Investment Partners
    VIII, L.P. and Oak VIII Affiliates Fund, L.P. in respect of outstanding
    warrants with an exercise price of $2.10 per share.

The shares of common stock outstanding after this offering exclude the
following:

  . 2,064,000 shares of common stock issuable upon exercise of outstanding
    stock options under our 1995 Stock Option Plan and 1996 Incentive Stock
    Option Plan with a weighted average exercise price of $0.22 per share;
    and

  .       shares of common stock issuable upon exercise of stock options to
    be granted contemporaneously with the closing of this offering under our
    2000 Equity Participation Plan with an exercise price equal to the price
    to public listed on the cover of this prospectus.

Please see "Management--Employee Benefit Plans" and "Description of Capital
Stock."

                   Conventions Which Apply to this Prospectus

Unless we indicate otherwise, all information in this prospectus reflects the
following:

  . our reincorporation in Delaware from California approved in October 1999
    and effective in November 1999;

  . the conversion of all outstanding shares of our convertible preferred
    stock into 11,813,373 shares of common stock upon the closing of this
    offering;

  . the issuance of 952,381 shares of common stock upon the conversion of
    shares of Series E Preferred Stock issuable to Oak Investment Partners
    VIII, L.P. and Oak VIII Affiliates Fund, L.P. in respect of outstanding
    warrants with an exercise price of $2.10 per share; and

  . no exercise by the underwriters of their over-allotment option to
    purchase up to        additional shares of common stock.


                                       3
<PAGE>

References in this prospectus to Vicinity, the "company," "we," "our" and "us"
refer to Vicinity Corporation, a Delaware corporation. References to the
offering refer to the initial public offering of our common stock being made by
this prospectus, and references to fiscal years refer to the fiscal year of our
company ended on July 31 of that year. We were incorporated as a California
corporation in October 1995 and reincorporated as a Delaware corporation in
November 1999. Vicinity(R) and MapBlast!(R) are registered marks of our
company. Each trademark, trade name or service mark of any other company
appearing in this prospectus belongs to its holder.

                                       4
<PAGE>

                         Summary Financial Information

The following table sets forth summary financial data for our company. You
should read this information together with our financial statements and the
notes to those statements appearing elsewhere in this prospectus and the
information under "Selected Financial Data" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations." The pro forma data
set forth below give effect to the following:

    .  the conversion of all outstanding shares of our redeemable
       convertible preferred stock into 11,813,373 shares of common stock
       upon the closing of this offering; and

    .  the issuance of 952,381 shares of common stock upon the conversion of
       shares of Series E Preferred Stock issuable to Oak Investment
       Partners VIII, L.P. and Oak VIII Affiliates Fund, L.P. in respect of
       outstanding warrants with an exercise price of $2.10 per share.

The pro forma as adjusted data set forth below are further adjusted to give
effect to the sale by our company of the shares of common stock offered hereby
and the application of the proceeds from this offering at an assumed initial
public offering price of $    per share and after deducting underwriting
discounts and the estimated offering expenses payable by us.

<TABLE>
<CAPTION>
                                            -----------------------------------
                                                   Year Ended July 31,
                                            -----------------------------------
                                                   1997        1998        1999
In thousands, except per share data         -----------  ----------  ----------
<S>                                         <C>          <C>         <C>
Statement of Operations Data:
Revenues:
 License and hosting fees.................  $     1,419  $    4,386  $    5,657
 Service and transaction fees.............          --          424         767
                                            -----------  ----------  ----------
  Total revenues..........................        1,419       4,810       6,424
Gross profit (loss).......................         (557)      1,963       2,475
Loss from operations......................       (6,347)     (2,469)     (5,464)
Net loss..................................       (6,238)     (2,481)     (5,515)
Net loss applicable to common
 stockholders.............................       (6,621)     (2,999)     (6,553)
Basic and diluted net loss per share......  $     (1.61) $    (0.86) $    (1.61)
Weighted average shares outstanding used
 in basic and diluted net loss per share
 calculation..............................        4,102       3,503       4,080
Pro forma basic and diluted net loss per
 share (1)................................                           $    (0.50)
Weighted average shares outstanding used
 in pro forma basic and diluted net loss
 per share calculation (1)................                               13,151
<CAPTION>
                                            -----------------------------------
                                                   As of July 31, 1999
                                            -----------------------------------
                                                                      Pro Forma
                                                                             As
                                                 Actual   Pro Forma    Adjusted
                                            -----------  ----------  ----------
<S>                                         <C>          <C>         <C>
In thousands
Balance Sheet Data:
Cash and cash equivalents.................  $     9,060  $   11,060
Working capital...........................        4,220       6,220
Total assets..............................       13,203      15,203
Deferred revenue..........................        4,955       4,955
Capital lease obligations, excluding
 current portion..........................          298         298
Redeemable convertible preferred stock and
 warrants.................................       21,403         --
Total stockholders' equity (deficit)......  $   (16,569) $    6,834
</TABLE>
------------------
(1) The pro forma basic and diluted net loss per share reflect the effect of
    the conversion of the weighted average number of shares of the redeemable
    convertible preferred stock as if the shares were converted as of the date
    of issuance.

                                       5
<PAGE>

                                  Risk Factors

Any investment in our common stock involves a high degree of risk. You should
consider carefully the following information about these risks, together with
the other information contained in this prospectus, before you decide to buy
our common stock. If any of the following risks actually occurs, our business,
results of operations or financial condition would likely suffer. In any such
case, the market price of our common stock could decline, and you may lose all
or part of the money you paid to buy our common stock.

Risks Related to our Business

Our business is difficult to evaluate because we have a limited operating
history.

Our company was founded in October 1995, and our initial revenues were derived
from providing maps, driving directions and directory services. In early 1997,
we refocused our business strategy on our Business Finder service. Accordingly,
we have a limited operating history from which you can evaluate our present
business and future prospects. As a relatively new entrant to the Internet-
based marketing services business, we face risks and uncertainties relating to
our ability to implement our business plan successfully. Our prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets such as the Internet. If we are
unsuccessful in addressing these risks and uncertainties, our business, results
of operations, financial condition and prospects will be materially adversely
affected.

We have a history of losses and negative cash flows and anticipate continued
net losses because we intend to continue to invest in developing our business.

We have not generated enough revenues to exceed the substantial amounts we have
spent to develop our business. We incurred a net loss of approximately $5.5
million in fiscal 1999, $2.5 million in fiscal 1998 and $6.2 million in fiscal
1997. As of July 31, 1999, we had an accumulated deficit of approximately $15.1
million. We expect to continue to lose money for the foreseeable future because
we plan to continue to incur significant expenses as we expand our sales and
marketing resources, including expanding our business in Europe and Asia, and
develop new technologies and products. Moreover, we base current and future
expense levels on our operating plans and our estimates of future revenues. If
our revenues grow at a slower rate than we anticipate, or if our spending
exceeds our expectations or cannot be adjusted to reflect slower revenue
growth, we may not generate sufficient revenues to achieve profitability. If we
do achieve profitability, we may be unable to sustain or increase profitability
on a quarterly or annual basis in the future.

Our business is subject to quarterly fluctuations in operating results which
may negatively impact the price of our common stock.

Our quarterly net loss was approximately $2.4 million for the fiscal quarter
ended July 31, 1999, $1.5 million for the fiscal quarter ended April 30, 1999
and $0.9 million for the fiscal quarter ended January 31, 1999. Our quarterly
operating results may fluctuate significantly in the future due to a variety of
factors. These factors include the following, which are generally outside of
our control:

    . competition in the markets for our services;

    . the demand for Internet-based marketing infrastructure services and
      seasonal trends relating to marketing spending;

    . our ability to protect our systems from telecommunications failures,
      power loss or equipment or software-related system failures; and

    . economic conditions specific to the Internet as well as general
      economic and market conditions.

                                       6
<PAGE>

Other factors which may cause our quarterly operating results to fluctuate
significantly which are at least partially under our control include:

    . the rate of new customer acquisitions;

    . whether revenues related to new customer acquisitions are recognized
      currently or deferred over future time periods;

    . the timing and effectiveness of our development of new services;

    . the timing and effectiveness of potential strategic alliances; and

    . changes in our operating expenses.

In addition, our operating expenses are based on our expectations of our future
revenues and some of our operating expenses are relatively fixed in the short
term, including personnel costs, data support expenses and the cost of
licensing necessary information. We may be unable to reduce our expenses
quickly enough to offset any revenue shortfall, which would have a material
adverse effect on our business, operating results and financial condition.

Due to all of the foregoing factors and the other risks discussed in this
section, you should not rely on quarter-to-quarter comparisons of our operating
results as an indication of future performance. It is possible that in some
future periods our quarterly operating results may fall below the expectations
of public market analysts and investors. In this event, the price of our common
stock is likely to fall.

Demand and market acceptance of Internet marketing solutions is uncertain.

Our future success is highly dependent on an increase in the use of the
Internet as a marketing medium. The market for Internet-based marketing
services is new and rapidly evolving, and it cannot yet be compared with
traditional marketing media to gauge its effectiveness. Companies that have
historically relied on traditional marketing methods may be reluctant or slow
to adopt online marketing. As a result, demand and market acceptance for
Internet-based marketing solutions is uncertain. Many of our current and
potential clients have little or no experience using the Internet for marketing
purposes and may allocate only a limited portion of their marketing budgets to
the Internet. Companies that have invested substantial resources in traditional
methods of marketing may be reluctant to reallocate those resources to online
marketing. In addition, companies that have invested a significant portion of
their marketing budget in online marketing may decide after a time to return to
more traditional methods if they find that online marketing is a less effective
method of promoting their products and services than traditional marketing
methods. If demand for Internet-based marketing services fails to develop or
develops more slowly than we expect, we may not generate sufficient revenues to
achieve profitability.

We will continue to dedicate significant resources toward developing new
clients in Europe and Asia; any success in these efforts may prove not to have
been worth the associated expense.

Our current business plan includes expanding into Europe and Asia. To date, we
have limited experience in marketing our services internationally, and we
cannot predict our success in these international markets. In order to expand
overseas, we intend to enter into relationships with foreign businesses, and we
cannot predict whether those relationships will be successful. Our plans to
expand internationally are subject to inherent risks, including:

    . the impact of economic fluctuations in economies outside of the United
      States;

    . greater difficulty in accounts receivable collection and longer
      collection periods;

    . unexpected changes in regulatory requirements, tariffs and other trade
      barriers;


                                       7
<PAGE>

    . difficulties and costs of staffing and managing foreign operations due
      to distance, as well as language and cultural differences;

    . political instability, currency exchange fluctuations and potentially
      adverse tax consequences; and

    . reduced protection for intellectual property rights outside the United
      States.

We cannot predict whether the expansion of our business internationally will be
successful. The results of our efforts may prove not to have been worth the
associated expense and opportunity cost.

Historically, we have depended on a limited number of services for most of our
revenues.

Historically, we have derived most of our revenues from our Web Business
Finder, maps, driving directions and directory services, which represented
approximately 86% of our revenues in fiscal 1999 and 91% of our revenues in
fiscal 1998. Our results of operations would be materially and adversely
affected by a reduction in demand or a change in the pricing structure for
these services.

We have relied on our ability to sell existing customers additional services to
generate revenue and the continued growth of our business depends on our
ability to continue to do so in the future.

Much of our past sales growth is the result of selling additional services to
existing clients. Our growth strategy depends on the introduction of new
services that we hope to sell to our existing clients. We cannot assure you
that we can develop any of these new services in a cost-effective and timely
manner, and we have insufficient experience with these new service offerings to
know whether they will be well received by our clients. Any new service we
introduce that is not favorably received could damage our relationships with
our clients. If our existing clients decide to maintain their current level of
service and not upgrade for additional services, we will fall short of our
projected sales and would have to cultivate new sales opportunities, which may
be expensive and might not materialize. In fiscal 1999, AutoTrader.com
accounted for approximately 10% of our revenues.

The pricing for our services is uncertain because our business is changing
rapidly as are the services that we provide.

Our current business model is to provide marketing infrastructure services to
our business clients. We may not achieve an acceptable level of profitability,
or become profitable at all, if our clients' marketing executives do not
perceive that the use of our services will improve the effectiveness of their
marketing campaigns or if they are otherwise unable to generate a significant
return on investment from using our products and services. Internet-based
marketing services are relatively new and unproven, and we cannot assure you
that they will achieve widespread customer acceptance. To be successful, we
must adapt to our rapidly changing market by continually enhancing the
technologies used in our services and introducing new technology to address the
changing needs of our clients. Under our current pricing structure, clients pay
for our services through set-up and annual fees. There is a risk that
competition with respect to products and services we provide will eventually
result in very low prices for our products and services. If we are unable to
maintain an adequate pricing structure, our business, financial condition and
results of operations would be materially adversely affected.

Our business is dependent on the continuous, reliable and secure operation of
our databases and the related services that we provide, and a system failure
could negatively impact our business.

Our operations are dependent on our ability to maintain our databases, servers
and communications equipment in effective working order and to protect them
from fire, natural disaster, sabotage, power loss, telecommunications failure,
human error or similar events. Although we maintain back-up data at

                                       8
<PAGE>

a second site, a system failure or natural disaster could significantly disrupt
our operations. Any system failure, including a network, software or hardware
failure, that causes an interruption in the performance of our products and
services or a decrease in responsiveness of our services could result in lost
clients, reduced revenue and harm to our reputation. Despite the implementation
of security measures and standard operating procedures, our infrastructure may
also be vulnerable to computer viruses, hackers, human error or similar
problems caused by our employees, clients or Internet users. A party who is
able to circumvent our security measures could misappropriate proprietary
database information or cause interruptions in our operations. As a result, we
may be required to expend significant capital and other resources to help
protect against such security breaches or to alleviate problems caused by such
breaches. Our insurance may not adequately compensate us for any losses that
may occur due to any failure in our system or interruption in our service. In
addition, the growth of our business may strain the capacity of our computers
and telecommunications systems. If we are unable to maintain or upgrade our
systems, they could fail or suffer a degradation in performance. Any damage,
failure or delay that causes significant interruption in our databases or other
systems would have a material adverse effect on our business.

Our current business plan depends in significant part on third party
relationships, many of which are short-term or terminable.

We presently rely on our arrangements with strategic partners, including
Inktomi and Prio to provide key services, marketing opportunities,
technologies, clients and users. These arrangements can be terminated by our
partners in some circumstances. If our relationships with our strategic
partners were terminated, we would have to adapt our operations or business
plan, which may take time and may interrupt the provision of affected services.
In addition, many companies that we may approach for a strategic relationship
in the future may have conflicting relationships with others. As a result,
these companies may be reluctant to enter into strategic relationships with us.
Our business, operating results and financial condition could be materially and
adversely affected if we do not establish additional, and maintain existing,
strategic relationships on commercially reasonable terms or if our strategic
relationships do not result in an increase in the number of users of our
services. In addition, strategic relationships may be difficult to implement
and may not provide the anticipated benefits.

We are dependent on a limited number of third parties for a significant portion
of our geographic data.

Our products and services rely on the availability and accuracy of geographic
data. We have licensed a significant portion of our geographic data from a
limited number of sources through non-exclusive, short-term contractual
arrangements. If any of these third parties were to merge or be acquired, the
number of sources providing this geographic data would be further reduced.
Given the short terms of our geographic data licenses, we will have to
renegotiate our contracts in the foreseeable future which may result in
contractual terms that are not as favorable to us as our existing data
licenses. If we cannot maintain these data licenses or any other third-party
license arrangement on commercially reasonable terms, the accuracy of our
services may suffer. As a result, the marketability of our products and
services would be reduced.

The success of our business depends on the speed with which we generate
responses to queries and the accuracy of the information that we provide.

The accuracy of our services is substantially dependent on the accuracy of data
that we license from third parties. If we are unable to generate responses
quickly or if the responses we generate are not accurate, we may experience a
decline in the number of users of our services. We plan to update our
geographic databases periodically. However, in view of the complexity of
updating multiple databases, revising software and the need to obtain
geographic data for address information from third parties, we

                                       9
<PAGE>

may not be able to perform these updates as planned. This could harm our
business, financial condition and results of operations.

We have recently experienced and currently anticipate rapid growth in our
business, and any inability to manage this growth could harm our business.

In order to execute our business plan, we must grow significantly. The number
of our employees grew from 49 as of October 31, 1998 to 112 as of October 31,
1999. We expect that the number of our employees will continue to increase for
the foreseeable future, in particular with respect to persons engaged in
product development, professional services and sales activities. This growth
has placed, and our anticipated future growth combined with the requirements we
will face as a public company will continue to place, a significant strain on
our management systems and resources. We expect that we will need to continue
to improve our financial and managerial controls and reporting systems and
procedures. We will also need to continue to expand and maintain close
coordination among our technical, finance, sales and marketing groups.

We will not be able to execute our business plan if we cannot increase our
direct and indirect sales channels.

We will need to expand substantially our direct and indirect sales operations,
both domestically and internationally, in order to increase market awareness
and sales of our products. Our products and services require a sophisticated
sales effort targeted at several people within our prospective clients'
organizations. We have recently expanded our direct sales force and plan to
hire additional sales personnel. Competition for qualified sales personnel is
intense, and we might not be able to hire the kind and number of sales
personnel we are targeting. In addition, we believe that our future success is
dependent upon establishing and maintaining productive relationships with a
variety of distribution partners, resellers, systems integrators and joint
marketing partners. We cannot be sure that we will be successful in signing up
desired partners or that our partners will devote adequate resources or have
the technical and other sales capabilities to sell our products.

Similarly, the complexity of our products and the difficulty of installing them
require highly trained customer service and support personnel. We currently
have a small customer service and support organization, and we will need to
increase our staff to support new services, new customers and the expanding
needs of existing customers. Competition for customer service and support
personnel is intense in our industry due to the limited number of people
available with the necessary technical skills and understanding of the
Internet.

Acquisitions or strategic investments may disrupt or otherwise have a negative
impact on our business.

We may acquire or make investments in complementary businesses, technologies,
services or products, or enter into strategic partnerships with parties who can
provide access to those assets, if appropriate opportunities arise. From time
to time we have had discussions and negotiations with companies regarding our
acquiring, investing in or partnering with their businesses, products, services
or technologies, and we regularly engage in such discussions and negotiations
in the ordinary course of our business. Some of those discussions also
contemplate the other party making an investment in our company. We may not
identify suitable acquisition, investment or strategic partnership candidates,
or if we do identify suitable candidates, we may not complete those
transactions on commercially acceptable terms or at all. If we acquire another
company, we could have difficulty in assimilating that company's personnel,
operations, technology and software. In addition, the key personnel of the
acquired company may decide not to work for us. If we make other types of
acquisitions, we could have difficulty in integrating the acquired products,
services or technologies into our operations. These

                                       10
<PAGE>

difficulties could disrupt our ongoing business, distract our management and
employees and increase our expenses. Furthermore, we may incur indebtedness or
issue equity securities to pay for any future acquisitions. The issuance of
equity securities would dilute the ownership interests of the holders of our
common stock. As of the date of this prospectus, we have no agreement to enter
into any material investment or acquisition transaction.

We face competition and may face future competition from companies with
different revenue models.

We may be unable to compete successfully with current or future competitors. We
face competition from many companies, both traditional and online. Increased
competition could result in price reductions for our services, reduced gross
margins and loss of our market share.

Many of our existing competitors, as well as potential future competitors, have
longer operating histories, greater name recognition, larger customer bases and
significantly greater financial, technical and marketing resources than our
company. These advantages may allow them to respond more quickly and
effectively to new or emerging technologies and changes in customer
requirements. It may also allow them to engage in more extensive research and
development, undertake farther-reaching marketing campaigns, adopt more
aggressive pricing policies and make more attractive offers to potential
employees and strategic partners. One or more of these companies could adopt a
different revenue model which could allow them to charge fees that are lower
than ours in order to attract clients. In addition, current and potential
competitors have established or may establish cooperative relationships among
themselves or with third parties to increase the ability of their products or
services to address the needs of our current and prospective clients.

Online marketing is a rapidly developing industry, and new types of products
and services may emerge that are more attractive to consumers and marketers
than the types of services we offer. As a result, it is possible that new
competitors may emerge and rapidly acquire significant market share. See
"Business--Competition."

Without the continued growth in use of the Internet and wireless devices, we
may not experience a significant portion of the growth currently anticipated.

Our future success is substantially dependent upon continued growth and use of
the Internet and wireless devices such as cellular telephones. Rapid growth in
the use of and interest in the Internet and wireless devices is a relatively
recent phenomenon, and there can be no assurance that use of the Internet and
wireless devices will continue to grow at their current rates. Internet usage
may be inhibited for any of the following reasons:

    . the inability of Web sites to provide security and authentication of
      confidential information contained in transmissions over the Internet;
      and

    . the inability of Web sites to respond to privacy concerns of potential
      users, including concerns related to the placement by Web sites of
      information, so-called cookies, on a user's hard drive without the
      user's knowledge or consent.

Even if the Internet and wireless services continue to experience significant
growth in the number of users and level of use, we cannot assure you that the
Internet and wireless services infrastructures will continue to be able to
support the demands placed upon them by such growth. Our success and the
viability of the Internet and wireless services as information media and
commercial marketplaces will depend in large part upon the development of
robust telecommunications infrastructure for providing Internet access and
carrying Internet and wireless traffic. If the use of the Internet and wireless
services do not continue to grow, if the necessary telecommunications
infrastructure or complementary

                                       11
<PAGE>

products are not developed or do not effectively support growth that may occur
or if the Internet and wireless services do not become viable information media
and commercial marketplaces, we may not experience a significant portion of the
growth currently anticipated and our business, financial condition and results
of operations would be materially and adversely affected.

In order to execute our growth plan we must attract, retain and motivate highly
skilled employees.

Our future success depends on our ability to attract, train, motivate and
retain highly skilled employees. Competition for employees among Internet and
software companies is intense, particularly in the Silicon Valley area in which
our headquarters are located. We may be unable to retain our key employees or
attract, assimilate or retain other highly qualified employees in the future.
We have from time to time in the past experienced, and we expect to continue to
experience in the future, difficulty in hiring and retaining highly skilled
employees with appropriate qualifications. The inability to attract additional
qualified personnel could disrupt the implementation of our growth strategy
upon which the success of our business depends.

The acceptance and effectiveness of the Internet as a medium for consumer
transactions is not yet fully established.

The future success of a number of our products and services is dependent in
large part on an increase in the use of the Internet for business transactions
with consumers. The electronic commerce market is new and rapidly evolving and
the extent of consumer acceptance of the Internet is uncertain. If a
sufficiently broad base of consumers do not accept the use of the Internet for
transacting business, our business, financial condition and results of
operations could be materially and adversely affected.

If we fail to protect our intellectual property rights or face a claim of
intellectual property infringement by a third-party, we could lose our
intellectual property rights or be liable for significant damages.

Our success depends significantly upon our proprietary technology. We currently
rely on a combination of copyright and trademark laws, trade secrets,
confidentiality procedures and contractual provisions to protect our
proprietary rights. Our employees are generally required to execute
confidentiality and assignment agreements which transfer any rights they may
have in copyrightable works or patentable technologies to us. In addition,
prior to entering into discussions with strategic partners, we generally
require that such parties enter into a non-disclosure agreement. If these
discussions result in a license or other business relationship, we also
generally require that the agreement setting forth the parties' respective
rights and obligations include provisions for the protection of our
intellectual property rights. Our failure to enter into such agreements when
appropriate or our inability to enforce our rights under one or more of these
agreements could jeopardize our ability to protect our intellectual property.
This could materially and adversely affect our business.

We have applied for registration of certain service marks and trademarks,
including "Vicinity," "Business Finder" and "MapBlast!," in the United States
and in other countries, and will seek to register additional service marks and
trademarks, as appropriate. There can be no assurance that we will be
successful in obtaining the service marks and trademarks for which we have
applied. There can be no assurance that any patent with respect to our
technology will be granted or that if granted such patent will not be
challenged or invalidated. There also can be no assurance that we will develop
proprietary products or technologies that are patentable, that any issued
patent will provide us with any competitive advantages or will not be
challenged by third parties, or that the patents of others will not have a
material adverse effect on our ability to conduct business. Despite our efforts
to protect our proprietary rights, unauthorized parties may copy aspects of our
products or services or obtain and use

                                       12
<PAGE>

information that we regard as proprietary. The laws of some foreign countries
do not protect proprietary rights to as great an extent as do the laws of the
United States, and we do not currently have any patents or patent applications
pending in any foreign country. There can be no assurance that our means of
protecting our proprietary rights will be adequate or that our competitors will
not independently develop similar technology or duplicate our products or
design around patents issued to us or our other intellectual property rights.
Our failure to protect our proprietary rights adequately or our competitors'
successful duplication of our technology could have a material adverse effect
on our business, financial condition and results of operations.

There has been frequent litigation in the computer industry regarding
intellectual property rights. We have in the past been subject to claims
regarding the alleged intellectual property rights of third parties. In fiscal
1999, we entered into a settlement agreement and agreed to pay $440,500 for a
patent license with respect to one such claim. There can be no assurance that
third parties will not in the future claim infringement by us with respect to
current or future products, trademarks or other proprietary rights. Any such
claims could be time-consuming, result in costly litigation, diversion of
management's attention, cause product or service release delays, require us to
redesign our products or services or require us to enter into royalty or
licensing agreements. These royalty or licensing agreements, if required, may
not be available on terms acceptable to us, or at all, any of which occurrences
could have a material adverse effect on our business.

Privacy concerns may adversely affect our ability to implement our Internet
solutions.

Web sites and Internet ad servers typically place a small file commonly known
as a "cookie" on a user's hard drive, generally without the user's knowledge or
consent. In the future, we may introduce products and services that are
dependent on the use of cookies to collect, sort and analyze information about
Internet users. Most currently available Internet browsers allow users to
modify their browser settings to prevent cookies from being stored on their
hard drive or to delete cookies at any time. In addition, some Internet
commentators and privacy advocates have suggested limiting or eliminating the
use of cookies. The effectiveness of our services would be greatly limited by a
significant reduction or limitation in the use of cookies. In addition, privacy
concerns may cause some Web users to be less likely to visit Web sites that use
cookies. If enough Web users choose not to visit sites that use cookies, our
ability to sell our future products and services that are dependent on the use
of cookies would be adversely affected. This could have a material adverse
effect on our business, financial condition or results of operation and may
require us to alter or adjust our business plan.

Legislation or regulations may be adopted that could affect our ability to
generate or use information for profiles and may hinder our ability to conduct
business.

The legal and regulatory environment governing the Internet and the use of
information about Internet users is uncertain and may change. United States
legislators in the past have introduced a number of bills aimed at regulating
the collection and use of personal data from Internet users and additional
similar bills may be considered during any congressional session. Although we
believe no current legislation has a material adverse effect on our business,
it is possible that a bill may be enacted into law that negatively affects our
ability to collect and use data about Internet users or that otherwise affects
our business. The European Union has recently adopted a directive addressing
data privacy that may result in limitations on the collection and use of
specific personal information regarding Internet users. In addition, Germany
has imposed its own laws protecting data that can become personally
identifiable through subsequent processing. Other countries may also enact
limitations on the use of personal data.

                                       13
<PAGE>

To date, these regulations have not materially restricted the use of our
products. However, legislation or regulations may in the future be adopted
which may limit our ability to target advertising or collect and use
information in one or more countries. Further, a number of laws and regulations
have been and may be adopted covering issues such as pricing, acceptable
content, taxation and quality of products and services on the Internet. Such
legislation could dampen the growth in use of the Internet generally and
decrease the acceptance of the Internet as a communications and commercial
medium. In addition, due to the global nature of the Internet, it is possible
that multiple federal, state or foreign jurisdictions might inconsistently
regulate our activities or the activities of ad networks or Web sites. Any of
the foregoing developments could have a material adverse effect on our
business, financial condition and results of operations.

Risks Related to this Offering

Our management will have broad discretion in using the proceeds from this
offering and therefore investors will be relying on the judgment of our
management to invest those funds effectively.

We intend to use the net proceeds of this offering to expand our sales and
marketing resources, including expanding our business in Europe and Asia, to
develop new technologies and products and for working capital and other general
corporate purposes. The amounts and timing of these expenditures will vary
significantly depending upon a number of factors, including the amount of cash
generated by our operations, the progress of our services development
activities and the market response to introduction of any new services. In
addition, we may use a portion of the net proceeds from this offering to
acquire or invest in businesses, products, services or technologies
complementary to our current business, through mergers, acquisitions, joint
ventures or otherwise. However, we have no specific agreements or commitments
and are not currently engaged in any negotiations with respect to such
transactions. Accordingly, our management will retain broad discretion with
respect to the expenditure of proceeds. Investors will be relying on the
judgment of our management regarding the application of the proceeds of this
offering.

The liquidity of our common stock is uncertain since it has not been publicly
traded.

We cannot predict the extent to which this offering will result in the
development of an active, liquid public trading market for our common stock.
Active, liquid trading markets generally result in lower price volatility and
more efficient execution of buy and sell orders for investors. Liquidity of a
securities market is often a function of the volume of the underlying shares
that are publicly held by unrelated parties.

Our need for additional financing is uncertain as is our ability to raise
further financing if required.

We may need to raise additional funds in the future in order to implement our
business plan, to fund more aggressive marketing programs or to acquire
complementary businesses, technologies or services. Any required additional
financing may be unavailable on terms favorable to us, or at all. If we raise
additional funds by issuing equity securities, you may experience significant
dilution of your ownership interest and such securities may have rights senior
to those of the holders of our common stock. If additional financing is not
available when required or is not available on acceptable terms, we may be
unable to fund our expansion, develop or enhance our products and services,
take advantage of business opportunities or respond to competitive pressures,
any of which could have a material adverse effect on our business, financial
condition and results of operations.

                                       14
<PAGE>

Market prices of emerging Internet companies have been highly volatile, and the
market for our stock may exhibit volatility as well.

The financial markets have experienced significant price and volume
fluctuations, and the market prices of technology companies, particularly
Internet-related companies, have been and continue to be extremely volatile.
Volatility in the price of our common stock may be caused by factors outside of
our control and may be unrelated or disproportionate to our operating results.
In the past, following periods of volatility in the market price of a public
company's securities, securities class action litigation has often been
instituted against that company. Such litigation could result in substantial
costs and a diversion of our management's attention and resources.

We have negative net book value for accounting purposes, and new investors will
suffer immediate and substantial dilution in the tangible net book value of
their shares.

The purchase price of the common stock offered by this prospectus will be
substantially higher than the tangible book value of our outstanding common
stock. Any shares you purchase in this offering will have a post-closing net
tangible book value per share of $     per share less than the initial public
offering price paid, assuming an initial public offering price of $     per
share. Investors who purchase common stock in this offering will therefore
experience immediate and significant dilution in the tangible net book value of
their investment. For additional information regarding dilution to investors in
our common stock, please see "Dilution."

The large number of shares eligible for public sale after this offering could
cause our stock price to decline.

The market price of our common stock could decline as a result of sales of a
large number of shares after this offering or the perception that such sales
could occur. Such sales also might make it more difficult for us to sell common
stock in the future at a time and at a price that we deem appropriate. After
this offering, we will have an aggregate of      shares outstanding. Of the
outstanding shares, the      shares sold in this offering will be freely
tradable, other than shares purchased by our affiliates. The remaining shares
may be sold only pursuant to a registration statement under the Securities Act
or an exemption from the registration requirements of the Securities Act. Each
of our directors and executive officers and several of our current stockholders
has agreed not to offer, sell or agree to sell, directly or indirectly, or
otherwise dispose of any equity shares without the prior written consent of
J.P. Morgan Securities, Inc. for a period of 180 days from the date of this
prospectus. For additional information regarding possible future sales of our
securities, please see "Underwriting" and "Shares Eligible for Future Sale."

We do not plan to pay dividends in the foreseeable future.

We do not anticipate paying cash dividends to the holders of our common stock
in the foreseeable future. Accordingly, investors must rely on sales of their
common stock after price appreciation, which may never occur, as the only way
to realize on their investment. Investors seeking cash dividends should not
purchase our common stock.

A third party's ability to acquire us might be more difficult because of
certain anti-takeover provisions in our articles of incorporation and bylaws.

We are authorized to issue five million shares of undesignated preferred stock.
Our Board of Directors has the authority to issue the preferred stock in one or
more series and to fix the price, rights, preferences, privileges and
restrictions thereof, including dividend rights, dividend rates, conversion
rights, voting rights, terms of redemption, redemption prices, liquidation
preferences and the number

                                       15
<PAGE>

of shares constituting a series or the designation of such series, without any
further vote or action by our stockholders. The issuance of preferred stock,
while providing desirable flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of delaying, deferring or
preventing a change in control of our company without further action by the
stockholders and may adversely affect the market price of our common stock and
the voting and other rights of the holders of our common stock. The issuance of
preferred stock with voting and conversion rights may adversely affect the
voting power of the holders of our common stock, including the loss of voting
control to others. We have no current plans to issue any shares of preferred
stock.

Certain provisions of our Certificate of Incorporation and Bylaws eliminate the
right of stockholders to act by written consent without a meeting, eliminate
the right of stockholders to call a special meeting of stockholders and specify
certain procedures for nominating directors and submitting proposals for
consideration at stockholder meetings. Such provisions are intended to enhance
the likelihood of continuity and stability in the composition of our Board of
Directors and in the policies formulated by our Board of Directors and to
discourage certain types of transactions which may involve an actual or
threatened change of control of our company. Such provisions are designed to
reduce the vulnerability of our company to an unsolicited acquisition proposal
and, accordingly, could discourage potential acquisition proposals and could
delay or prevent a change in control of our company. Such provisions are also
intended to discourage certain tactics that may be used in proxy fights but
could, however, have the effect of discouraging others from making tender
offers for our common stock and, consequently, may also inhibit fluctuations in
the market price of our common stock that could result from actual or rumored
takeover attempts. These provisions may also have the effect of preventing
changes in the management of our company.

Many corporate actions will be controlled by officers, directors and affiliated
entities regardless of the opposition of other investors or the desire of other
investors to pursue an alternative cause of action.

We anticipate that the executive officers, directors and entities affiliated
with them will, in the aggregate, beneficially own approximately   % of our
outstanding common stock following the completion of this offering. These
stockholders, if acting together, would be able to significantly influence all
matters requiring approval by our stockholders, including the election of
directors and the approval of mergers or other business combination
transactions. See "Principal Stockholders."

                                       16
<PAGE>

                           Forward-looking Statements

This prospectus contains forward-looking statements that involve substantial
risks and uncertainties. You can identify these statements by forward-looking
words such as "may," "will," "expect," "intend," "anticipate," "believe,"
"estimate" and "continue" or similar words. You should read statements that
contain these words carefully because they discuss our future expectations,
contain projections of our future results of operations or of our financial
condition or state other forward-looking information. We believe that it is
important to communicate our future expectations to our investors. However,
there may be events in the future that we are not able to predict or control.
The factors listed in the sections captioned "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations," as
well as any cautionary language in this prospectus, provide examples of risks,
uncertainties and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements. Before you
invest in our common stock, you should be aware that the occurrence of the
events described in the "Risk Factors" section and the "Management's Discussion
and Analysis of Financial Condition and Results of Operations" section and
elsewhere in this prospectus could have a material adverse effect on our
business, operating results and financial condition.

                                       17
<PAGE>

                                Use of Proceeds

The net proceeds to us from the sale of the shares offered by this prospectus,
after deducting underwriting discounts and the estimated offering expenses, are
estimated to be approximately $      million ($     million if the
underwriters' over-allotment option is exercised in full), assuming an initial
public offering price of $      per share.

We intend to use the net proceeds of this offering to expand our sales and
marketing resources, including expanding our business in Europe and Asia, to
develop new technologies and products and for working capital and other general
corporate purposes. We have not yet determined the amount of net proceeds to be
used specifically for each of the foregoing purposes. Accordingly, management
will have significant flexibility in applying the net proceeds of this
offering. Pending any such use, as described above, we intend to invest the net
proceeds in high quality, interest-bearing instruments. See "Risk Factors--Our
management will have broad discretion in using the proceeds from this offering
and therefore investors will be relying on the judgment of our management to
invest those funds effectively."

                                Dividend Policy

We have not declared or paid any cash dividends on our capital stock since
inception and do not expect to pay any cash dividends for the foreseeable
future. We currently intend to retain future earnings, if any, to finance the
expansion of our business. You should not purchase our common stock with the
expectation of receiving cash dividends.

                                       18
<PAGE>

                                 Capitalization

The following table sets forth, as of July 31, 1999, the cash and cash
equivalents and the capitalization of our company on an actual, pro forma and
pro forma as adjusted basis:

The pro forma data set forth below give effect to the following:

    . the conversion of all outstanding shares of our redeemable convertible
      preferred stock into 11,813,373 shares of common stock upon the
      closing of this offering; and

    . the issuance of 952,381 shares of common stock upon the conversion of
      shares of Series E Preferred Stock issuable to Oak Investment Partners
      VIII, L.P. and Oak VIII Affiliates Fund, L.P. in respect of
      outstanding warrants with an exercise price of $2.10 per share.

The pro forma as adjusted data set forth below are further adjusted to give
effect to the sale by our company of the shares of common stock offered hereby
and the application of the proceeds from this offering at an assumed initial
public offering price of $      per share and after deducting underwriting
discounts and the estimated offering expenses payable by us. This information
should be read in conjunction with our financial statements and the notes
relating to such financial statements appearing elsewhere in this prospectus.

<TABLE>
<CAPTION>
                                                --------------------------------
                                                     As of July 31, 1999
                                                --------------------------------
                                                                       Pro Forma
                                                  Actual  Pro Forma  As Adjusted
In thousands, except per share data             --------  ---------  -----------
<S>                                             <C>       <C>        <C>
Cash and cash equivalents...................... $  9,060  $ 11,060
                                                ========  ========
Capital lease obligations, excluding current
 portion....................................... $    298  $    298
Redeemable convertible preferred stock; $0.001
 par value; 12,520 shares authorized; 11,217
 shares issued and outstanding actual; no
 shares issued and outstanding pro forma or pro
 forma as adjusted.............................   21,403        --
Stockholders' equity (deficit):
  Preferred stock, $0.001 par value, 5,000
   shares authorized; no shares issued and
   outstanding actual, pro forma or pro forma
   as adjusted.................................       --        --
  Common stock, $0.001 par value, 22,000
   shares authorized actual and pro forma;
   75,000 shares authorized pro forma as
   adjusted; 5,288 shares issued and
   outstanding actual; 18,053 shares issued
   and outstanding pro forma; and shares
   issued and outstanding pro forma as
   adjusted....................................        5        18
  Additional paid-in capital...................     (301)   23,089
  Deferred stock-based compensation............   (1,044)   (1,044)
  Notes receivable from employees upon
   purchase of stock...........................      (98)      (98)
  Accumulated deficit..........................  (15,131)  (15,131)
                                                --------  --------
     Total stockholders' equity (deficit)......  (16,569)    6,834
                                                --------  --------
       Total capitalization.................... $  5,132  $  7,132
                                                ========  ========
</TABLE>

                                       19
<PAGE>

                                    Dilution

Our pro forma net tangible book value as of July 31, 1999 was $       , or
$       per share of common stock. Pro forma net tangible book value per share
is equal to the amount of our total tangible assets (total assets less
intangible assets) less total liabilities, divided by the pro forma number of
shares of common stock outstanding as of July 31, 1999. Assuming the sale by us
of the shares offered by this prospectus at an assumed initial public offering
price of $       per share and after deducting underwriting discounts and the
estimated offering expenses payable, our pro forma net tangible book value as
of July 31, 1999 would have been $       , or $       per share of common
stock. This represents an immediate increase in pro forma net tangible book
value of $       per share to existing stockholders and an immediate dilution
in pro forma net tangible book value of $       per share to new investors. The
following table illustrates this per share dilution:

<TABLE>
<S>                                                            <C>      <C>
Assumed initial public offering price per share...............          $
  Pro forma net tangible book value per share as of July 31,
   1999....................................................... $
  Pro forma increase in net tangible book value attributable
   to new investors........................................... $
                                                               --------
Pro forma net tangible book value per share after this
 offering.....................................................
                                                                        -------
Pro forma dilution per share to new investors.................          $
                                                                        =======
</TABLE>

The following table summarizes, on a pro forma basis as of July 31, 1999, the
total number of shares of common stock purchased from us, the total
consideration paid to us and the average price per share paid by existing
stockholders and by new investors purchasing shares in this offering:

<TABLE>
<CAPTION>
                          ---------------------------------------------------------------
                          Shares Purchased         Total Consideration
                          --------------------     ----------------------   Average Price
                           Number      Percent        Amount      Percent       Per Share
                          --------    --------     ----------  ----------   -------------
<S>                       <C>         <C>          <C>         <C>          <C>
Existing stockholders...                        %  $                     %      $
New investors...........                                                        $
                           --------     --------   ----------    --------
  Total.................                     100%  $                  100%
                           ========     ========   ==========    ========
</TABLE>
-------------------
The foregoing tables and calculations assume no exercise of outstanding options
or other derivative securities other than the issuance of 952,381 shares of
common stock upon the conversion of shares of Series E Preferred Stock issuable
to Oak Investment Partners VIII, L.P. and Oak VIII Affiliates Fund, L.P. in
respect of outstanding warrants with an exercise price of $2.10 per share. As
of July 31, 1999, there were 2,064,000 shares of common stock issuable upon
exercise of outstanding stock options under our 1995 Stock Option Plan and 1996
Incentive Stock Option Plan with a weighted average exercise price of $0.22 per
share. Please see "Management--Employee Benefit Plans" and "Description of
Capital Stock."

                                       20
<PAGE>

                            Selected Financial Data

The following selected financial data should be read in conjunction with the
financial statements and the notes to such financial statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this prospectus. The statement of operations
data for the fiscal years ended July 31, 1997, 1998 and 1999, and the balance
sheet data as of July 31, 1998 and 1999, are derived from our audited financial
statements included elsewhere in this prospectus. The statement of operations
data for the period ended July 31, 1996 and the balance sheet data at July 31,
1996 and 1997 are derived from audited financial statements not included in
this prospectus. Historical results are not indicative of the results to be
expected in the future.

<TABLE>
<CAPTION>
                                  --------------------------------------------
                                  October 15,
                                         1995
                                  (inception)       Year Ended July 31,
                                  to July 31,  -------------------------------
In thousands, except per                 1996       1997       1998       1999
share data                        -----------  ---------  ---------  ---------
<S>                               <C>          <C>        <C>        <C>
Statement of Operations Data:
Revenues:
 License and hosting fees........  $       20  $   1,419  $   4,386  $   5,657
 Service and transaction fees....         --         --         424        767
                                   ---------   ---------  ---------  ---------
  Total revenues.................          20      1,419      4,810      6,424
Cost of revenues.................           9      1,976      2,847      3,949
                                   ---------   ---------  ---------  ---------
Gross profit (loss)..............          11       (557)     1,963      2,475
Operating expenses:
 Product development.............         285      1,703      1,551      1,748
 Sales and marketing.............         298      2,959      1,676      3,588
 General and administrative......         297      1,128      1,205      1,995
 Other...........................         --         --         --         441
 Stock-based compensation........         --         --         --         167
                                   ---------   ---------  ---------  ---------
  Total operating expenses.......         880      5,790      4,432      7,939
                                   ---------   ---------  ---------  ---------
Loss from operations.............        (869)    (6,347)    (2,469)    (5,464)
Other expense (income), net......          (5)      (109)        12         51
                                   ---------   ---------  ---------  ---------
Net loss.........................        (864)    (6,238)    (2,481)    (5,515)
Net loss applicable to common
 stockholders....................        (898)    (6,621)    (2,999)    (6,553)
 Basic and diluted net loss per
  share..........................  $    (0.20) $   (1.61) $   (0.86) $   (1.61)
Weighted average shares
 outstanding used in basic and
 diluted net loss per share
 calculation.....................       4,458      4,102      3,503      4,080
<CAPTION>
                                  --------------------------------------------
                                                As of July 31,
                                  --------------------------------------------
                                         1996       1997       1998       1999
In thousands                      -----------  ---------  ---------  ---------
<S>                               <C>          <C>        <C>        <C>
Balance Sheet Data:
Cash and cash equivalents........  $    1,015  $     912  $     264  $   9,060
Working capital..................         931       (106)    (2,381)     4,220
Total assets.....................       1,509      1,623      1,821     13,203
Deferred revenue.................         114        885      2,477      4,955
Capital lease obligations,
 excluding current portion.......         --         --         --         298
Redeemable convertible preferred
 stock...........................       2,094      7,454      7,972     21,403
Total stockholders' deficit......  $     (890) $  (7,512) $ (10,287) $ (16,569)
</TABLE>


                                       21
<PAGE>

                      Management's Discussion and Analysis
                 Financial Condition and Results of Operations

The following discussion of the financial condition and results of operations
of our company should be read in conjunction with the financial statements and
the notes to those statements included elsewhere in this prospectus. This
discussion contains forward-looking statements that involve risks and
uncertainties. Please see "Risk Factors."

Overview

We are a leading provider of Internet-based marketing infrastructure services.
Our clients use our services to direct consumers searching for a specific
product or service to the nearest brick-and-mortar store that carries that
product or service. Our company was formed in October 1995, and our initial
revenues were derived from providing maps, driving directions and directory
services to regional telephone companies and large portal companies. In fiscal
1997, we restructured our company by cutting staff and expenses, bringing in a
new chief executive officer and refocusing our strategy on our Business Finder
service.

In fiscal 1998, we grew our clients from 102 companies to 193 companies as a
result of the continued concentration of our efforts on Business Finder. We
continued to increase our revenues in fiscal 1998 despite the loss of our
biggest customer at the time, Yahoo!. In fiscal 1999, we recruited additional
key members of our management team and expanded our product offerings to
include Telephone Business Finder, SiteMaker and Print Maps. Historically, we
have generated substantially all of our revenues from our Web Business Finder,
maps, driving directions and directory services.

We have not achieved profitability on a quarterly or annual basis and expect to
continue to incur net losses for the foreseeable future. We anticipate
incurring significant sales and marketing, product development and
administrative expenses as we continue to expand our product offerings and
attempt to build our customer base.

Revenue Recognition

We primarily derive revenue from product license and hosting fees. These
revenues are recognized ratably over the life of the contract, which typically
has one year, non-refundable terms. Service and transaction fees consist of
revenue generated from project related professional services and to a lesser
degree from fees derived from advertising, sponsorship and e-commerce
transactions. These revenues are generally recognized as the services are
performed. To date, no revenues have been derived from barter transactions.

Deferred revenue consists of customer payments received and accounts receivable
recorded in advance of recognizing revenue.

Stock-based Compensation Expense

As of July 31, 1999, we recorded deferred stock-based compensation expense
aggregating $1.2 million for the difference at the date of grant between the
exercise price and the fair value of the common stock underlying stock options
granted in fiscal 1999. Of this amount, we recognized $0.2 million in fiscal
1999 and expect to recognize $0.5 million in fiscal 2000, $0.3 million in
fiscal 2001 and $0.2 million in later years. We also expect to accrue
additional compensation charges of approximately $     related to stock option
grants subsequent to July 31, 1999 and prior to the date of this offering, of
which we expect to recognize $     in fiscal 2000, $     in fiscal 2001 and
$     in later years.

                                       22
<PAGE>

Results of Operations

Comparison of fiscal 1999 to fiscal 1998

Revenues. In fiscal 1999, we had $6.4 million in total revenues, compared to
$4.8 million for fiscal 1998, representing an increase of $1.6 million, or 33%.
Revenues associated with license and hosting fees were $5.7 million in fiscal
1999, compared to $4.4 million in fiscal 1998, representing an increase of $1.3
million, or 30%. Our service and transaction fees were $0.8 million in fiscal
1999, compared to $0.4 million in fiscal 1998, representing an increase of $0.4
million, or 100%. In both cases, these increases were primarily attributable to
growth in our customer base due to increased market acceptance in each of our
targeted markets and the need for customized development work associated with
that customer growth. We grew our clients from 193 as of August 1, 1998 to 237
as of July 31, 1999.

Deferred revenues as of July 31, 1999 were $5.0 million, compared to $2.5
million as of July 31, 1998, representing an increase of $2.5 million, or 100%.

Cost of Revenues. These costs include salaries and benefits of our Web
development and operating personnel, the cost of acquiring data and content,
the leasing and depreciation cost of our computer hosting equipment, and
Internet connection and data center charges. Cost of revenues was $3.9 million
for fiscal 1999, compared to $2.8 million for fiscal 1998, representing an
increase of $1.1 million, or 39%. This increase was due to increases in each of
the elements described above to support our revenue growth.

Product Development. This expense consists primarily of salaries and benefits,
consulting expenses and equipment. To date, we have expensed all product
development costs as incurred. Product development expense was $1.7 million for
fiscal 1999, compared to $1.6 million for fiscal 1998, representing an increase
of $0.1 million, or 6%. This increase was primarily attributable to increases
in personnel and personnel-related costs due to our expanded product offerings.
We expect our product development expense to increase as we continue to add
members to our product development teams.

Sales and Marketing. This expense consists primarily of salaries, commissions,
promotions and advertising. Sales and marketing expense was $3.6 million for
fiscal 1999, compared to $1.7 million for fiscal 1998, representing an increase
of $1.9 million, or 112%. This increase was primarily attributable to increases
in personnel and personnel-related costs to support our expanded sales and
marketing efforts. We expect our sales and marketing expense to increase
significantly as a result of our anticipated aggressive expansion of our sales
and marketing efforts both domestically and internationally.

General and Administrative. This expense consists primarily of salaries and
related costs for our executive, administrative, finance and human resources
personnel as well as professional service fees. General and administrative
expense was $2.0 million for fiscal 1999, compared to $1.2 million for fiscal
1998, representing an increase of $0.8 million, or 67%. This increase was
primarily attributable to an increase in personnel and personnel-related costs
to support and grow our business. We expect general and administrative expense
to grow as additional personnel are hired and additional expenses are incurred
in connection with the growth of our business and our operation as a public
company.

Other. This expense was $0.4 million for fiscal 1999 representing a charge to
settle a patent infringement claim and obtain a perpetual license. There was no
similar expense for fiscal 1998.

Stock-Based Compensation. Stock-based compensation expense was $0.2 million for
fiscal 1999. There was no stock-based compensation expense in fiscal 1998.

                                       23
<PAGE>

Comparison of fiscal 1998 to fiscal 1997

Revenues. In fiscal 1998, we had $4.8 million in total revenues, compared to
$1.4 million for fiscal 1997, representing an increase of $3.4 million, or
243%. Revenues associated with license and hosting fees were $4.4 million in
fiscal 1998, compared to $1.4 million in fiscal 1997, representing an increase
of $3.0 million, or 214%. Our service and transaction fees were $0.4 million in
fiscal 1998. We had no service and transaction fees in fiscal 1997. The
increase in service and transaction fees was primarily attributable to our
change in business strategy from maps, driving directions and directory
services to Internet-based marketing infrastructure services with the related
need for professional services.

Deferred revenues as of July 31, 1998 were $2.5 million, compared to $0.9
million as of July 31, 1997, representing an increase of $1.6 million, or 178%.

Cost of Revenues. Cost of revenues was $2.8 million for fiscal 1998, compared
to $2.0 million for fiscal 1997, representing an increase of $0.8 million, or
40%. This increase was primarily attributable to an increase in leasing and
depreciation costs of our computer hosting equipment, the cost of acquiring
content and salaries and benefits of our operating personnel associated with
our revenue growth.

Product Development. Product development expense was $1.6 million for fiscal
1998, compared to $1.7 million for fiscal 1997, representing a decrease of $0.1
million, or 6%. This decrease was primarily attributable to a decrease in
personnel and personnel-related costs associated with our refocused business
strategy.

Sales and Marketing. Sales and marketing expense was $1.7 million for fiscal
1998, compared to $3.0 million for fiscal 1997, representing a decrease of $1.3
million, or 43%. This decrease was primarily attributable to a decrease in
personnel and personnel-related costs associated with the restructuring of our
business in fiscal 1997 and our refocused business strategy.

General and Administrative. General and administrative expense was $1.2 million
for fiscal 1998, compared to $1.1 million for fiscal 1997, representing an
increase of $0.1 million, or 9%. This increase was primarily attributable to an
increase in consulting and professional services costs required to support our
business realignment.

                                       24
<PAGE>

Quarterly Results of Operations Data

The following table sets forth certain unaudited quarterly statement of
operations data for each of the eight quarters ended July 31, 1999. In the
opinion of management, this data has been prepared substantially on the same
basis as the audited financial statements appearing elsewhere in this
prospectus, including all necessary adjustments, consisting only of normal
recurring adjustments necessary for a fair presentation of this data. The
quarterly data should be read in conjunction with the financial statements and
the notes to such financial statements appearing elsewhere in this prospectus.
In view of the rapidly evolving nature of our business and our limited
operating history, we believe that period-to-period comparisons of revenues and
operating results are not necessarily meaningful and should not be relied upon
as indications of future performance.

<TABLE>
<S>                       <C>         <C>          <C>         <C>         <C>          <C>          <C>         <C>
                          -------------------------------------------------------------------------------------------------
<CAPTION>
                                                              Three Months Ended,
                          -------------------------------------------------------------------------------------------------
                          October 31, January 31,   April 30,    July 31,  October 31,  January 31,   April 30,    July 31,
In thousands, except per         1997        1998        1998        1998         1998         1999        1999        1999
share data                ----------- -----------  ----------  ----------  -----------  -----------  ----------  ----------
<S>                       <C>         <C>          <C>         <C>         <C>          <C>          <C>         <C>
Statement of Operations
Data:
Revenues:
 License and
  hosting fees..........   $     877  $    1,107   $    1,203  $    1,199  $    1,225   $    1,352   $    1,336  $    1,744
 Service and
  transaction fees......          69         103           75         177         267           69           91         340
                            ---------  ----------  ----------  ----------   ----------   ----------  ----------  ----------
  Total revenues........         946       1,210        1,278       1,376       1,492        1,421        1,427       2,084
                            ---------  ----------  ----------  ----------   ----------   ----------  ----------  ----------
Cost of revenues........         603         699          679         866         874          907        1,035       1,133
                            ---------  ----------  ----------  ----------   ----------   ----------  ----------  ----------
Gross profit (loss).....         343         511          599         510         618          514          392         951
Operating expenses:
 Product development....         379         420          400         352         339          403          427         578
 Sales and marketing....         362         362          411         541         568          606          970       1,445
 General and
  administrative........         218         261          257         468         362          425          448         760
 Other..................         --          --           --          --          --           --           --          441
 Stock-based
  compensation..........         --          --           --          --          --             3           29         135
                            ---------  ----------  ----------  ----------   ----------   ----------  ----------  ----------
  Total operating
   expenses.............         959       1,043        1,068       1,361       1,269        1,437        1,874       3,359
                            ---------  ----------  ----------  ----------   ----------   ----------  ----------  ----------
Loss from operations....        (616)       (532)        (469)       (851)       (651)        (923)      (1,482)     (2,408)
Interest expense
 (income)...............         (10)          5            4          14          18            5            8          20
                            ---------  ----------  ----------  ----------   ----------   ----------  ----------  ----------
Net loss................   $    (606) $     (537)  $     (473) $     (865) $     (669)  $     (928)  $   (1,490) $   (2,428)
                            =========  ==========  ==========  ==========   ==========   ==========  ==========  ==========
</TABLE>

As a result of our limited operating history, we do not have historical
financial data for a significant number of periods on which to base planned
operating expenses. Quarterly revenues and operating results depend
substantially on the rate of new customer acquisitions, whether the related
revenues are recognized immediately or deferred over future time periods, the
timing and effectiveness of our development of new services, the timing and
effectiveness of any strategic alliances into which we enter and changes in our
operating expenses. Accordingly, these factors could have a material adverse
effect on our business, results of operations and financial condition. We may
be unable to adjust spending in a timely manner to compensate for any
unexpected revenue shortfall, and any significant shortfall in revenue in
relation to our expectations would have an immediate adverse effect on our
business, results of operation and financial condition. Due to the foregoing
factors, it is possible that in some future periods our operating results may
be below the expectations of public market analysts and investors. In this
event, the price of our common stock may underperform or fall.

                                       25
<PAGE>

Liquidity and Capital Resources

Since inception, we have financed our operations primarily through the private
placement of equity securities, raising an aggregate of approximately $23.2
million, including approximately $10.4 million in July and August 1999. As of
July 31, 1999, we had cash and cash equivalents of $9.1 million. In fiscal
1998, we obtained a $1.0 million line of credit with a variable interest rate
that was approximately 8.5% as of July 31, 1999. This line of credit expires in
May 2000. This debt was guaranteed by CMGI, Inc., an affiliate of our largest
stockholder, CMG@Ventures, and secured by our assets. As of July 31, 1999, the
outstanding balance of this line of credit was $1.0 million. In August 1999, we
repaid this outstanding balance, and we are currently in the process of
negotiating a new line of credit. We currently have $2.4 million in equipment
financing outstanding with an equipment leasing company. In August 1999, we
entered into an agreement with another equipment financing company for an
additional $4.0 million equipment leasing line.

Cash used in operating activities was $5.3 million in fiscal 1997, $1.7 million
in fiscal 1998 and $3.5 million in fiscal 1999. These increases in cash used in
operating activities were primarily due to increased net losses. Cash provided
by investing activities was $219,000 in fiscal 1997, and cash used by investing
activities was $8,000 in fiscal 1998 and $214,000 in fiscal 1999. These
increases in cash used in investing activities were primarily due to
infrastructure expansion to meet our growth and capital expenditures for
computers and other equipment for our data centers. Cash provided by financing
activities was $5.0 million in fiscal 1997, $1.1 million in fiscal 1998 and
$12.5 million in fiscal 1999. The increases in cash provided by financing
activities in fiscal 1997 and fiscal 1999 were primarily related to the sale of
preferred stock. In fiscal 1998, the increase in cash provided by financing
activities primarily reflects bank borrowings and, to a lesser degree, the sale
of common stock warrants.

Future capital requirements will depend upon many factors, including the rate
of expansion of our sales and marketing resources and the timing and magnitude
of research and product development efforts. We expect to continue to expend
significant amounts on expansion of facility infrastructure, computers and
related data center equipment, as well as personnel. We believe that our cash
and cash equivalents balances and funds available under our existing line of
credit, together with the proceeds of this offering, will be sufficient to
satisfy our cash requirements for at least the next 12 months. We intend to
invest our excess cash in high quality, interest-bearing securities.

Qualitative and Quantitative Disclosures About Market Risk

We develop products in the United States and market our products in North
America and Europe. As a result, our financial results could be affected by
factors such as changes in foreign currency exchange rates or weak economic
conditions in foreign markets. Since all of our sales are currently made in
U.S. dollars, a strengthening of the dollar could make our products less
competitive in foreign markets.

Our interest income is sensitive to changes in the general level of U.S.
interest rates, particularly since the majority of our investments are in
short-term instruments. Due to the short-term nature of our investments, we
believe that we are not subject to any material market risk exposure.

Impact of the Year 2000

Many currently installed computer systems and software products are coded to
accept or recognize only two digit entries in the date code field. These
systems may recognize a date using "00" as the year 1900 rather than the year
2000. As a result, computer systems and/or software used by many

                                       26
<PAGE>

companies and governmental agencies may need to be upgraded to comply with such
Year 2000 requirements or risk system failure or miscalculations causing
disruptions of normal business activities.

State of Readiness

Costs. To date, we have not incurred any material costs in identifying or
evaluating Year 2000 compliance issues. Most of our expenses have related to,
and are expected to continue to relate to, the operating costs associated with
time spent by employees in the evaluation process and Year 2000 compliance
matters generally. We do not presently anticipate that such expenditures will
be material.

Risks. We have made a preliminary assessment of the Year 2000 readiness of our
operating and administrative systems and the third-party software, hardware and
services used to host our services. Our assessment plan consists of:

    .  contacting third-party vendors of material software, hardware and
       services that are both directly and indirectly related to the
       delivery of our services;

    .  assessing and implementing repair or replacement of such components
       as required; and

    .  creating contingency plans in the event of Year 2000 failures.

Many of our vendors of material software, hardware and services have indicated
that the products used by us are currently Year 2000 compliant. We plan to
complete this process by the end of 1999. We are not currently aware of any
internal Year 2000 compliance problems that could reasonably be expected to
have a material adverse effect on our business, results of operations and
financial condition, without taking into account our efforts to avoid or fix
such problems. However, there can be no assurance that we will not discover
Year 2000 compliance problems in our computer infrastructure that will require
substantial revisions or replacements. In addition, there can be no assurance
that third-party software, hardware or services incorporated into our material
systems or other systems upon which we are reliant will not need to be revised
or replaced, which could be time consuming and expensive.

In addition, we cannot assure you that governmental agencies, utility
companies, Internet access companies, third-party service providers and others
outside of our control will be Year 2000 compliant. The failure by such
entities to be Year 2000 compliant could result in a systemic failure beyond
our control, such as a prolonged Internet, telecommunications or electrical
failure, which could also prevent us from delivering our services, decrease the
use of the Internet or prevent users from accessing databases we maintain on
our servers, any of which would have a material adverse effect on our business,
results of operations and financial condition.

Contingency Plan

As discussed above, we are engaged in an ongoing Year 2000 assessment and have
developed preliminary contingency plans. The results of our analyses and the
responses received from third-party vendors and service providers will be taken
into account to revise our contingency plans as necessary. It is our goal to
finalize our contingency plans by the end of 1999.

Impact of Recently Issued Accounting Standards

In March 1998, the American Institute of Certified Public Accountants, or
AICPA, issued Statement of Position, or SOP, 98-1, Accounting for the Cost of
Computer Software Developed or Obtained for Internal Use. SOP 98-1 is effective
for financial statements for years beginning after December 15,

                                       27
<PAGE>

1998. SOP 98-1 provides guidance over accounting for computer software
developed or obtained for internal use, including the requirement to capitalize
specified costs and amortization of such costs. We do not expect the adoption
of SOP 98-1 to have a material effect on our financial statements.

In June 1998, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No.
133 establishes accounting and reporting standards for derivative instruments,
including derivative instruments embedded in other contracts, and for hedging
activities. SFAS No. 133, as amended by SFAS No. 137, is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000. To date, we have
not entered into any derivative financial instruments or hedging activities.

                                       28
<PAGE>

                                    Business

The following description of our business should be read in conjunction with
the information included elsewhere in this prospectus. This description
contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ significantly from the results discussed in these
forward-looking statements as a result of certain of the factors set forth in
"Risk Factors" and elsewhere in this prospectus. The Forrester Research, Harris
Interactive, IDC and Jupiter Communications market data presented below and
elsewhere in this prospectus are estimates derived by them from a combination
of vendor, user and other market sources and therefore may differ from numbers
claimed by specific vendors using different market definitions or methods.
There can be no assurance that any of these projected amounts will be achieved.

Overview

We are a leading provider of Internet-based marketing infrastructure services.
Our "clicks-and-mortar" solutions enable our clients to direct consumers
searching for a specific product or service to the nearest brick-and-mortar
location that carries that product or service. Our services are currently
utilized by more than 250 companies with an aggregate of more than 2.5 million
real world locations. Our growing client list includes leading companies in a
number of industry segments such as Barnes & Noble, Marriott, McDonald's,
Mercedes-Benz and Nike.

We use our expertise in designing and maintaining complex databases to provide
a suite of Internet-based services, ranging from store locators for clients
with a few hundred locations to the design and maintenance of complex, multi-
attribute databases for clients with millions of product records that include
information such as regularly stocked products and current promotional offers.
We have also developed methods to use the vast amount of store location and
product data and our strategic relationships with Inktomi, Prio and other major
search engines, portal and wireless companies to offer transaction-based lead
generation services for our clients. With our services, companies can direct
potential customers to the nearest store location, introduce those customers to
a local retailer's Web site and provide customers with timely incentives
designed to motivate a purchase. Our solutions enable our clients to take
advantage of the marketing potential of the Internet while recognizing that an
estimated 99% of retail transactions still take place in traditional stores.

Industry Background

The Internet and its Impact on Traditional Retailing

The Internet is a very important element in commerce. Together with other
relatively new communications mediums such as wireless telephones and other
wireless devices, the Internet is reshaping the way consumers and businesses
obtain and disseminate information, purchase goods and transact business.
Jupiter Communications Inc., an industry research firm, estimates that 157
million Americans, representing 56% of the U.S. population, will use the
Internet by the end of 2003. International Data Corporation, or IDC, an
industry research firm, estimates that the total number of Internet users
worldwide will surpass 502 million by 2003. The Internet is becoming accessible
from an increasing range of devices. IDC projects that over 93 million
Internet-enabled appliances will be sold during the four-year period from 1999
to 2002 and that the annual shipments of Internet appliances will surpass
shipments of personal computers within the next six years.

People frequently go online to research products for possible purchase.
According to Jupiter Communications, 72% of Internet users use the Web to
research products and services with only electronic mail and search engines
attracting a higher percentage of Internet users. In response, consumer
products companies and national chains have established Web sites to promote
their brands.

                                       29
<PAGE>

This has resulted in a proliferation of Web sites where businesses provide
information, market goods and services and conduct business. To support this
growth, Forrester Research estimates that retailers will increase their
spending on outsourced Internet-related services from $10.6 billion in 1999 to
$64.8 billion in 2003.

While retailers are increasingly focusing attention on the Internet, the
overwhelming majority of consumer spending still occurs in traditional brick-
and-mortar locations. Forrester Research estimates that $20.2 billion will be
spent online for retail products and services in 1999, representing less than
one percent of estimated total retail spending for the year. Forrester
estimates that annual online retail spending will increase to $184 billion by
2004, representing seven percent of total retail spending for that year. Thus
even with enormous projected growth in online commerce, Forrester predicts that
online purchases will remain only a small part of total retail purchases. We
believe the reasons for consumers' continuing preference for "real world"
shopping include the ability to physically inspect and compare products, the
possibility of same-day fulfillment and the relative ease with which products
can be returned to the store where purchased. In addition, many merchants, such
as restaurants, hotels and gas stations, offer goods and services that cannot
be provided online. These merchants require customers to visit a physical
location for a transaction to be consummated.

Challenge for Retailers

The challenge for retailers and consumer product companies is to determine how
best to respond to the growth of the Internet. Where it was once thought to be
enough for a traditional retail brand to be on the Web with basic information
and advertising, consumer research has identified a benefit in connecting
individuals using the Internet for product research with store locations in the
real world. A recent consumer survey conducted by Jupiter Communications
reported that 51% of people who research products or services online do not use
the Internet to make purchases. However, Jupiter Communications found that
approximately 83% of consumers who shop online indicated that research
conducted online at least occasionally influences their purchases off-line.
Jupiter concluded that the key to success for retailers in the Internet age
will be to find compelling ways to direct consumers researching products online
to the nearest brick-and-mortar store where they can complete a purchase.
Advocates of integrating a retailer's online presence with its presence off-
line have dubbed this approach "clicks-and-mortar."

One way for a retailer to execute a clicks-and-mortar strategy is to provide
product information to potential customers online and then direct those
customers to convenient store locations that carry a desired product. Existing
consumer awareness of national brands and traditional off-line marketing and
advertising efforts already combine to direct consumers to the Web sites
maintained by these companies. Once on a brand's Web site, consumers can be
motivated to make a purchase and, if a consumer prefers to transact business
off-line, directed to the nearest store carrying the brand's products. In many
cases, retailers prefer that consumer transactions be conducted in physical
stores where shoppers can be exposed to other product offerings. According to
Harris Interactive, an industry research firm, Internet shoppers spend twice as
much money off-line when they first browse for specific products online and
spend four to nine times as much money off-line on products for which they used
the Internet to research.

Retailers are under increasing pressure to develop strategies that will enable
them to capitalize on the opportunities created by the Internet quickly and
effectively. While most established retailers have begun initiatives involving
the Internet, Jupiter Communications reported that few retailers have found
ways to allow online and off-line channels to work together with synergy.
Forrester Research estimates that firms struggling to improve their
communications with online consumers will increase spending on outsourced
marketing services from $422 million in 1999 to over $6.4 billion in 2002.

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<PAGE>

Our Solution

We provide a complete outsourced marketing infrastructure service to our
business clients. We host our clients' store location and product information
and deliver that information to potential customers on demand over the
Internet, land-line telephones, wireless telephones or other wireless devices.
With our services, our clients are able to direct potential customers to the
nearest store location, introduce those consumers to local retailers through
store-specific Web sites, display product and product availability information
and provide a timely incentive to motivate potential customers to make a
purchase.

Our services provide the necessary infrastructure for companies to exploit the
growing potential of Internet marketing while leveraging their real world
presence. Our Internet-based marketing infrastructure services link traditional
off-line marketing programs, such as advertising and direct mail, to online Web
marketing initiatives.

Our services offer the following features and benefits to our clients:

    . Clicks-and-Mortar Solution. Our services provide our clients a means
      of directing online consumers who are interested in purchasing our
      clients' products to the local brick-and-mortar stores where the
      overwhelming majority of transactions still occur.

    . Expanded Lead Generation. Our services extend the reach of our
      clients' Internet presence by providing a link through major portals
      and search engines to consumers using the Internet to research
      products and services prior to making a purchase decision.

    . Multiple Platform Access. Our services enable potential customers to
      access information regarding our clients' products and services not
      only over the Internet, but also via land-line telephones, wireless
      telephones and other wireless devices, such as the Palm VII.

    . Local Web Marketing with Brand Integrity. Our SiteMaker product allows
      each of our clients' locations to create a unique Web presence and
      extend local store specific promotions while maintaining national
      brand integrity.

    . Cost Efficient Outsourced Services. Our automated services provide our
      clients' customers with accurate and easy to use location, product and
      product availability information on demand 24 hours per day, seven
      days per week.

    . Rapid Deployment. We are able to deploy our clicks-and-mortar
      infrastructure solutions in an average of three to four weeks.

    . Reporting and Feedback. Our record-keeping and reporting features
      allow our clients to refine their online marketing approach and
      effectively coordinate and evaluate off-line marketing efforts.

Finally, our location and product information provide consumers researching
products and services with the information that they need to choose the most
convenient means of purchasing goods or services. In some cases, our services
offer consumers the option of buying online or buying off-line.

Strategy

Key elements of our business strategy include:

Expand Our Client Base

We currently target large companies with established consumer brands that offer
their products or services in multiple locations. Our sales channels include
our direct sales force and our international channel partners. We intend to
expand our direct sales force and our network of channel partners to

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<PAGE>

both refer business to us and to sell our services under private-label
arrangements. We will also continue to maintain strong relationships with
advertising, promotional and Web marketing agencies that often incorporate our
services into the projects they manage for their clients.

Enhance Relationships with Clients

Working closely with our clients and select partners, we have recently
developed several new offerings that are designed to extend the capabilities of
the services that we already provide to our more than 250 clients. Several
clients utilizing our core Web Business Finder Service have recently licensed
our Telephone Business Finder and Wireless Business Finder products. In
September 1999, we launched our SiteMaker product which enables each location
within a national chain to have a unique Web site and extend local store
specific promotions. These and other product offerings are designed to allow us
to enhance our relationships with clients.

Continue to Develop Relationships with Strategic Partners

Our technology expertise and strong customer base have allowed us to attract
numerous partners with whom we have agreed to co-develop and co-market new
products and services. In June 1999, we entered into an agreement with Inktomi
to provide our services as part of the "Local" section of their shopping engine
product. Shortly thereafter, we entered into an agreement with Prio to develop
and market an Internet-based program that provides consumers incentives to make
purchases. This type of partnership extends our clients' Web presence beyond
their Web sites by allowing product searches (e.g., "blue jeans") on major
portals to return local stores that carry our clients' products (e.g., Levi's).
We intend to continue to identify and develop mutually beneficial partnerships
with search engines, major portals, wireless data providers and other partners.

Expand International Presence

Our multinational clients have responded to the world-wide growth in Internet
use by requesting application of our services in markets outside the United
States. We will respond to these requests by making our services available in
markets that support the wide-spread consumer use of Internet and wireless
devices. We launched our services in Europe in June 1999 and, in October 1999,
our services are available in 12 European nations and in seven languages. As we
expand into these new markets, we plan to establish local relationships and
attract local clients. One of our first Europe-based projects was the co-
development of a travel-related Web site covering ten European countries for
Shell International Petroleum Company Limited. Forrester Research estimates
that the leading European markets will experience rapid growth in Internet
services beginning approximately two years after similar developments in the
United States and that Japan will follow approximately two years behind
Europe's leaders. In preparation for this projected growth, we have selected a
strong group of channel partners in Europe, including Aperto Multimedia in
Germany, Gruppo L'Espresso in Italy and Icon MediaLab which is well established
in several European nations. We are also in discussions with several potential
partners within Asia and we plan to offer our services in Japan in the first
half of calendar year 2000.

Expand Product Offerings

Through internal product development and through partnerships, we have
implemented services that deliver our clients' data to land-line and wireless
telephones and other wireless devices. We intend to continue to develop
additional products and services, tailored to the needs of large multi-location
retailers and service companies by enhancing our technology, delivering
localized content, expanding our directory services and offering effective data
management capabilities. We intend to continue to develop new products
internally and we will continue to build partnerships and work closely with

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<PAGE>

manufacturers of smart phones, automotive personal computers, and other new
devices to offer our clients' data across any capable device or platform.

Develop Transactional Revenue Model

Historically, we have generated most of our revenue through annual license fees
charged to our clients for hosting and delivery services principally related to
our core Business Finder applications. Recently we commenced offering
distribution of this same data, on behalf of our customers, across several
highly trafficked Web sites and via wireless telephones and other wireless
devices. Additionally, through our relationship with Prio, we are beginning to
deploy services that generate a transaction-based fee as a result of driving a
consumer from a national brand's Web site to a participating local merchant's
store. Finally, we can offer similar distribution arrangements for advertisers
who participate in regional yellow pages listings.

Vicinity Services

  [GRAPHIC Upper text reads "Vicinity Product Universe." Below that is
  an oval containing a five-pointed star. Text in the center of the
  graphic reads "Product and Location Data." Names and brief
  descriptions of Vicinity's five principal products are arranged
  between the points of the star.]

Vicinity Business Finder

Business Finder uses our proprietary proximity search technology to allow a
client's customers to find the store location nearest to an address input by
the customer. Because Business Finder is able to search hundreds of attributes,
it can also be used to locate a specific product stocked at a retailer. For
example, Nike and Levi's utilize a version of Web Business Finder to direct
customers on their Web sites to stores that carry the specific product the
customers are searching for, such as a pair of Nike basketball shoes or Levi's
501 blue jeans.

There are currently four search categories employed by Vicinity Business
Finder: proximity, attribute, keyword and custom. These different categories
can be used singly or in combination with each other. One customer,
AutoTrader.com, hired us to manage a database of more than one million used
automobiles that is updated several times per day and which is searchable by
location and attribute. AutoTrader's customers are able to search the database
using one or more selected variables. As an example, an AutoTrader shopper
might search for a four-door Ford Taurus that is less than three years old,
costs no more than $12,000 and is located within five miles of the shopper's
home. While we have not yet been asked to provide the service, Business Finder
is also capable of serving as a real-time outsourced inventory management
system.

We refer to our search capabilities as "boundary-less" (i.e., searches for the
nearest items without regard for boundaries such as city, state, zip code, or
latitude-longitude boundaries). This search methodology starts at a designated
point and then spirals outward to find the nearest items. We believe this
methodology to be superior to common zip code matching techniques which can
misdirect callers to locations that while in the same zip code are more distant
than locations within adjoining zip codes. This process is also extremely
scalable and allows us to support the millions of queries that we receive per
day. While most Business Finder applications return locations in proximity
order, some of our customers require other orderings, or require that searches
respect dealer territory restrictions. Business Finder has the flexibility to
handle these requirements.

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<PAGE>

 Web Business Finder

Web Business Finder is a private-label service incorporated into our clients'
Web sites. Though the pages viewed by customers are often hosted and served by
our servers, the end user is unaware that he has left the branded site he chose
to visit. Using Web Business Finder, our clients' customers can quickly and
easily obtain a listing of our clients' nearest store locations with the
distance to each location provided. Web Business Finder can be customized to
provide information about each location, such as its address, telephone number
or hours of operation. McDonald's uses this service to indicate whether a
particular restaurant features a McDonald's Playland and to allow customers to
locate every McDonald's location along a given route. Another client, VISX,
Inc., uses our telephone and Internet services to help potential customers
interested in laser vision correction to locate VISX-certified doctors within
their community. Our clients have the option of including within the search
results dynamic maps showing a specified number of nearby locations and
customized driving directions to those locations. We currently offer Web
Business Finder services in the United States, 12 European nations and in seven
languages.

 Telephone Business Finder

Telephone Business Finder gives potential customers access via any land-line
telephone to the same database we maintain for each of our client's Web
Business Finder service. Telephone Business Finder provides street addresses
automatically and is able to instantly connect a caller directly to a store or
to the client's customer service representatives. The service uses an
interactive voice response system to provide automated interaction with
callers. Caller identification can be used to instantly recognize the location
of a caller and direct him to the nearest store locations or the service can be
set to allow callers to search for stores in their locality or another area
simply by entering in a zip code or telephone area code. The Wherehouse, a
chain of retail music stores, is currently utilizing Telephone Business Finder.
Callers can dial 1-800-WHEREHOUSE and find Wherehouse locations by inputting
their zip code or telephone number.

 Wireless Business Finder

Through our partnership with GTE Telecommunications Services, Inc., we are
developing Wireless Business Finder, a service to identify the area from which
a wireless device user is calling. Once operational, the caller will be
automatically directed to the client location closest to his current position
and, if desired, connected to that store or transferred to a customer service
representative. The technology can also be used to assist human operators or to
send short text messages to advanced wireless phones and other devices.

Our clients will soon be able to further promote their brands through the use
of vanity telephone numbers whereby consumers will be able to locate nearby
merchants by dialing easy to remember telephone numbers related to the brand
name. One of the key benefits of this service will be our clients' ability to
further extend the reach of the location and product information available
through our Web Business Finder service. Since the penetration of wireless
devices currently surpasses the penetration of personal computers into U.S.
households, we believe this ability to address the wireless market will be a
distinct competitive advantage for participating branded merchants.

Vicinity SiteMaker

SiteMaker allows each store location of a national branded chain or franchise
to create its own Web site. SiteMaker provides a national brand with increased
visibility through promotions, discounts and other marketing programs at the
local level while allowing national control over brand integrity. These Web
sites can be customized with information such as store hours, calendars and
special promotions.

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<PAGE>

The sites conform to design standards mandated by the corporate parent. Local
store managers can add photographs, product graphics, unique local content and
interactive objects to their SiteMaker sites. The SiteMaker product is designed
to allow these changes to be made by almost anyone and no knowledge of Internet
programming languages, such as HTML, is required. We provide a unique local map
for each site. Since the sites are hosted by us, the stores are not required to
maintain any server hardware. SiteMaker is fully integrated with our Web
Business Finder product. For example, CarClub.com, a comprehensive online
source of automotive information, products and services, uses a customized
Business Finder to allow visitors to its Web site to search for the appropriate
CarClub.com affiliated auto dealers, lenders, insurers or mechanics in their
area. Each participating CarClub.com merchant is able to manage and maintain
their own Web site complete with product descriptions, photographs, pricing and
store location information.

We also offer a secure credit card e-commerce module for franchisees who want
to sell their products and services directly over the Internet. This approach
gives the franchiser the ability to participate in the growth of direct to
consumer e-commerce while avoiding the channel conflict associated with selling
direct from the brand owner's corporate Web site in competition with existing
stores or franchisees.

In July 1999, we entered into a partnership with Prio to integrate Prio's
purchase incentive capabilities into SiteMaker, which was a significant
addition to our local merchant services. With this technology, Vicinity-enabled
stores can extend an "Act Now!" promotional message to potential customers by
offering credit on their MasterCard, American Express or Visa credit cards
without requiring the need to print and submit paper coupons to the merchant.
This partnership adds timeliness to our clicks-and-mortar solution. In addition
to directing a potential customer to a client's retail location, we now have
the ability through this partnership to motivate that individual to visit a
store within a certain time period in order to redeem a promotional offer.

Vicinity BrandFinder

BrandFinder is a consumer lead generation tool that we provide to our clients
through Web sites, wireless devices and shopping engines that allows
individuals online to search a designated area for a retailer that carries a
specific branded product. The first implementation of BrandFinder was the
result of a partnership with Inktomi in which we built and host the local
portion of the Inktomi shopping engine using our BrandFinder service. More than
20 leading portal and destination sites, including CNET, CNNfn and American
Express have signed up to utilize the Inktomi shopping engine.

    [GRAPHIC-- Text above graphic reads "the Clicks-and-Mortar
    Process." On the left-hand side are three persons, to the right of
    them are pictures of two devices and two Web sites that customers
    can use to access our services. To the right of the devices/Web
    sites is the text "BrandFinder." To the right of that, text reads
    "SiteMaker" with lines pointing to "Incentive" and "E-commerce."
    On the far right is a column of five pictures, showing products
    consumers can find using our services.]


An individual consumer might come into contact with BrandFinder in a number of
ways. For example, if an individual is interested in purchasing a pair of blue
jeans, he or she might start out on an Internet portal powered by Inktomi by
typing in a generic search request, such as "pants," or a brand-specific
request, such as "Levi's." Alternatively, if the individual did not have
current access to a computer, he or she could make a similar request via a Palm
VII, a wireless telephone utilizing the

                                       35
<PAGE>

new Wireless Applications Protocol, or WAP, or through other Internet-enabled
devices. With BrandFinder, users can instantly generate information on a wide
array of businesses from banks and cash machines, to restaurants, gas stations
and hotels.

Once a search has been initiated, BrandFinder returns a list of the stores that
carry the desired product in the area in which the individual is searching. If
the consumer is online, he or she might also be presented the option to visit a
local store's Web site powered by SiteMaker. On the store's local Web site, the
individual might be exposed to promotional incentives from Prio, which, if
acted on, would appear as rebates on his credit card statement. BrandFinder is
designed to direct consumers to one of our clients' store locations with the
benefit of the following characteristics or information:

    . the storefront offers known national brand products and services;

    . the locations are the ones nearest to the address specified;

    . the locations identified carry the desired product or service;

    . which of the locations is running a special offer (e.g., "Save $5!")
      through a Prio promotion;

    . when the locations are open; and

    . whether each location accepts a specified credit card.

The combination of the access to a large number of shoppers and the ability to
offer each of those shoppers a specific incentive to visit a client's retail
location leaves us well positioned to take advantage of the explosive growth of
Internet usage. We link shoppers utilizing portals to browse for their
preferred brands and the brick-and-mortar stores that carry those brands.

MapBlast! Brand Mapping Service

Our MapBlast! business unit operates a leading consumer destination site that
attracts more than 1.3 million unique users and serves more than 21 million
pages a month. In addition to providing interactive U.S. and European maps and
driving directions, the MapBlast! Web site offers information on services and
products near a user's address or travel route, lodging information and
reservation capabilities, scheduling services, traffic reports and local points
of interest. MapBlast! also provides maps and driving directions to many small
businesses and several Internet portals as well as notable destination sites
including RandMcNally.com. Our partners include Hilton Hotels, Barnes & Noble,
AvantGo, WorldRes, Inc., ShopNow.com and TimeDance. In August 1999, MapBlast!
was selected to provide driving directions on interactive ATMs located in
Texaco service stations nationwide.

Professional Services

While our regular service offerings have been designed for scalability and ease
of implementation, our clients frequently request special features and
applications that must be custom built. In addition, we help design, maintain
and manage large databases that incorporate geographic or location-based
information. For example:

    . Network Solutions selected us to build and host their "dot com
      directory," a database of registered domain names designed to allow
      individuals to search for specific attributes such as location or site
      content;

    . Prio selected us to host, maintain and deliver all of the
      participating store and product data for its Web-based promotions; and

    . Shell International Petroleum Company selected us to co-design and
      deploy a European Trip Planner Web site.

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<PAGE>

Because these projects require special skill and attention, we have recently
decided to create a professional services organization within our company to
manage these projects. Our professional services group will apply our
specialized knowledge to specific business problems and develop solutions that
would be impractical for our clients to design or implement themselves.
Services, for which we will charge on an hourly or project basis, will range
from concept development and project design of clicks-and-mortar solutions to
the tracking, data-mining and analysis of Internet users' online activity.

Strategic Relationships

A key contributor to our growth has been the ability to develop strategic
relationships with leaders in other markets. These partnerships provide us with
valuable local content as well as distribution outlets. These relationships
also have enabled us to significantly expand our service offerings in 1999.

Technology and Infrastructure Partners

We continuously evaluate and enter into relationships with companies who are
leaders in their respective fields when a partnership will create more value
than we can create alone. Through these relationships, we attempt to create
unique products designed to extend the power of our clicks-and-mortar service
solutions by providing new functionality to our clients, Web sites and
consumers.

 Prio, Inc.

Prio is a provider of electronic commerce solutions designed to drive commerce
both online and in traditional retail environments. The Prio platform presents
personalized, valuable promotions to consumers over the Internet. In July 1999,
we entered into an agreement with Prio to integrate Prio's incentive
capabilities into our SiteMaker service. With this technology, Vicinity-enabled
stores can now extend an "Act Now!" promotional message to potential customers
by offering credits on their Mastercard, American Express or Visa credit cards
without requiring the need to print and submit paper coupons to the merchant.

Prio's promotional capabilities can be used to verify that a specific user that
originated on a client's Web site or a portal partner's search engine later
consummated a purchase with a participating local merchant. With this new
infrastructure technology, national brands as well as the local merchant are
presented with the opportunity to generate qualified leads through incentives
directed at consumers using the Internet to research products and services.
Because the Prio system tracks consumers' responsiveness to various incentive
programs, participating merchants can gain valuable insight into their
customer's purchasing behavior. Our company and Prio share in transactional
fees based on the value of the promotion offered by our clients.

 GTE Telecommunications Services, Inc.

GTE TSI provides integrated wireless solutions for more than 180 wireless
operators throughout North America, Latin America and Europe. In February 1999,
we entered into a partnership with GTE TSI to offer GTE's INPosition service
with our Wireless Business Finder. Once this service becomes operational,
callers will be able to locate nearby businesses through a system that is able
to automatically identify the caller's approximate location. Wireless Business
Finder will take advantage of new wireless infrastructure technology currently
being installed to accurately determine an emergency 911 caller's location.


                                       37
<PAGE>

 Phone.com

Phone.com develops, markets and supports infrastructure software and
applications that enable the convergence of the Internet and mobile telephony.
In October 1999, in cooperation with Phone.com, we deployed BrandFinder on WAP
telephones. In addition, as a member of Phone.com's Alliances Program, we have
gained access to wireless equipment vendors around the world who we plan to
work with to distribute our content.

 Kleline

In August 1999, we entered into a set of agreements with Kleline, a subsidiary
of BNP Paribas Group, to enable us to process credit card payments securely and
cost-effectively in multiple currencies across Europe and North America.
Kleline will also act as a reseller, promoting our services to its own
customers.

 US West DEX

US West DEX, the directory publishing and Internet yellow pages division of US
West, has contracted with Vicinity to give wider exposure to DEX listings
through geographically oriented search results in its various shopping and
searching services. This distribution provides extremely targeted exposure to
DEX listings.

Distribution Partners

Through our relationships with search engines, Internet portals and other
partners, we enable our clients and partners to reach a wide consumer audience.
This integration of our corporate locator content and services with major
Internet sites provides our national brand clients access to a large online
distribution network.

 Inktomi

Inktomi provides search engines, online comparison shopping solutions and
network cache software to some of the world's largest Internet infrastructure
and media companies. In June 1999, we entered into a partnership with Inktomi
in which we agreed to build and host the "Local" section of Inktomi's shopping
engine, which gives online shoppers the capability to more easily find a wide
variety of products and services both online and in the real world. This
integration of our corporate locator content and services with Inktomi's
shopping engine provides our national brand clients access to a large online
distribution network while providing Inktomi a large amount of accurate local
content. More than 20 leading portal and destination sites have signed up to
use the Inktomi shopping engine.

 Northern Light

Northern Light, one of the world's most comprehensive search engines, prides
itself on the accuracy and usefulness of the search results it gleans from some
5,400 sources. In March 1999, we entered into a technology development and
marketing agreement with Northern Light to deploy our GeoSearch technology
within the Northern Light search engine. GeoSearch allows Northern Light to add
a geographic component to its searches by filtering tens of millions of Web
pages based on the addresses they contain. This technology permits individuals
online to conduct proximity related searches with far greater success than the
alternative of inputting the names of all neighboring towns as keywords in the
search.

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<PAGE>

 ShopNow.com

ShopNow.com provides shoppers and merchants with an online marketplace and a
broad array of e-commerce and direct marketing solutions by aggregating more
than one million products and services from more than 29,000 merchants at one
Web site that can be rapidly and efficiently searched by category, merchant or
product. ShopNow's mission is to sell anything to anyone at anytime, anywhere.
In July 1999, we entered into an agreement with ShopNow.com in which we will
provide a "go local" capability through our BrandFinder service. In other
words, if a consumer is searching for jeans, ShopNow can now present them with
an array of online jeans merchants from their own database and, with our
services, also offer a selection of relevant real world stores near their home.
Our clients are prominently featured in this result, bringing highly-targeted
choices and offers to the consumer and valuable leads to our clients.

Resellers

We operate an active channel partner program encouraging leading companies
worldwide to integrate our services into their own products and service
offerings or refer customers to us.

 Aperto Multimedia

Aperto Multimedia is one of the leading multimedia agencies in Berlin and
provides Web marketing services to Coca-Cola, Siemens and Sony in Germany. In
June 1999, we signed a partnership establishing Aperto as one of our leading
channel partners for the German market. The companies started conducting joint
sales calls and producing German language marketing materials in July 1999.

 Exodus

Exodus is a leading provider of secure communications systems and network
management solutions for enterprises with mission-critical Internet operations.
Two of our three existing data centers are located within Exodus facilities.
Since all Exodus customers with real-world stores are candidates for our
services, and because many of our customers may consider Exodus for their
Internet hosting requirements, in October 1999 our company and Exodus joined
each other's alliance partner programs. Under this arrangement, our company and
Exodus will work together to refer each party's existing customers to the
other.

 Icon MediaLab

Icon MediaLab is a Web development and consulting firm, headquartered in
Stockholm with offices across Europe and in San Francisco. In June 1999, Icon
became a channel partner, promoting our services to its global clients who
operate real-world sales locations.

 Kataweb

Kataweb is the Internet subsidiary of Gruppo Editoriale L'Espresso S.p.A.,
Italy's largest media company. In April 1999, our company and Kataweb entered
into a partnership in which we will create a searchable online classified ad
site for Gruppo L'Espresso's publishing group and expose the Italian consumer
and business markets to our technology and capabilities. Kataweb also agreed to
become a channel partner and is utilizing its sales force to sell our services
in Italy.

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<PAGE>

Clients

We have more than 250 clients including many of the leading names in the
retail, hospitality, food and beverage, shipping, banking, automotive,
technology and manufacturing industries. Examples of our existing clients
include:

<TABLE>
<CAPTION>
 Consumer Brands   Retailers                       Hospitality
 ---------------   ---------                       -----------
<S>                <C>                             <C>
 Harley-Davidson   Barnes & Noble                  British Airways
 Levi Strauss      The Gap                         Choice Hotels
 Nike              Home Depot                      Hilton Hotels
 Olympus           Kmart                           Marriott
 Tommy Hilfiger    Nordstrom                       Starwood

<CAPTION>
 Food and Beverage Shipping                        Banking/Financing
 ----------------- --------                        -----------------
<S>                <C>                             <C>
 KFC               Airborne Express                Edward Jones
 McDonald's        DHL                             Fleet Financial/Bank Boston
 Pizza Hut         FedEx                           Novus/Discover
 Taco Bell         United Parcel Service           Prudential
 Starbucks         U-Haul                          Wells Fargo/Norwest

<CAPTION>
 Automotive        Technology                      Manufacturing
 ----------        ----------                      -------------
<S>                <C>                             <C>
 Ford              Epson America                   AC Delco
 General Motors    Hewlett-Packard                 Avery Dennison
 Honda             Iomega                          Bridgestone/Firestone
 Mercedes-Benz     NEC Technologies                John Deere
 Toyota            Oracle                          Whirlpool
</TABLE>

Historically, we have been successful in retaining existing clients. Of the
more than 230 Business Finder clients served since the beginning of fiscal
1998, more than 94% remained as Business Finder clients as of November 1, 1999.
The contract value of the Business Finder clients lost during that period would
have represented less than three percent of our revenues during fiscal 1999. We
believe that our unique service offerings and our ability to provide a complete
outsourced solution for our clients have been significant factors contributing
to our high historical retention rates.

While we offer a variety of service offerings, all of our clients turn to us
for assistance in implementing a strategy. With each client relationship, we
work with the client to identify additional ways to leverage the technology
deployed by us. Examples include:

 Federal Express

Federal Express maintains tens of thousands of drop-box locations and offices
throughout the United States with more being added or relocated on a daily
basis. The problem Federal Express faced was providing a way for its customers
to conveniently find the nearest location and to do this in a cost effective
manner. Even though Federal Express's business requires mastery of location
information, their internal review of the problem revealed that Web Business
Finder provided the most efficient solution available.

 Marriott

Marriott has implemented our clicks-and-mortar services in an effort to
accomplish two goals. First, our services help turn visitors to Marriott's Web
site into reservations at Marriott properties by directing users to specific
sites that best fit their interests. Whether a customer is seeking the hotel

                                       40
<PAGE>

closest to the convention center or the hotel that has a heated indoor pool, he
can utilize our search and database capabilities to find the appropriate
property. In addition, by utilizing our reports, Marriott is able to determine
which features of a particular property, such as a pool or business center, are
most important to potential visitors to that property.

Second, Marriott wanted visitors to its Web site to have easy access to local
content and information such as the location of nearby restaurants and popular
nearby tourist attractions. By providing this information, Marriott believes
that visitors to its Web site will spend more time on the site. This objective
is sometimes referred to as making the Web site "sticky." We helped Marriott
accomplish this goal by making available local information for each hotel
location such as restaurants and popular nearby tourist sites. By providing
this information on its site through us, Marriott is able to keep visitors on
its Web site to plan their visits rather than sending them to another travel
planning destination. Marriott's vice president of interactive business
operations estimates 60% of the visitors to the Web site utilize our services.

 Shell International Petroleum Company

For several years we have provided Shell with a Web Business Finder solution
for its gas stations located within the U.S. In late 1999, Shell decided to
build a destination Web site incorporating an elaborate Trip Planning Guide to
give Shell customers driving directions and points-of-interest guidance in
local languages across 12 European countries. Shell contracted with Vicinity
and USWeb/CKS to co-develop this site which went live in October 1999.

 Eveready Battery Company

Eveready is one of the world's largest manufacturers of dry cell batteries.
Although its Energizer and Eveready brands are known worldwide and sold in more
than 160 countries, consumers frequently do not know which Eveready battery is
the right one for their calculators, toys, watches or other electronic devices.
To solve this problem, Eveready worked with us to build and host a product
search engine and store locator. Using our technology, the "Rechargeable"
section of Eveready's Web site allows customers to search a database of 8,500
cellular phones, camcorders and cordless phones to determine the right Eveready
product to power each device. Customers can type in any or all of the following
information: brand, model number, as well as other useful information, or click
on a picture of the product, and be directed to the correct Eveready battery
and a local store that regularly carries that battery.

 Network Solutions, Inc.

NSI is the world's leading registrar of Internet domain names. NSI registers
the majority of Web addresses worldwide through various channels including
almost 200 companies in its Premier program. In April 1999, we entered into a
partnership in which we are building and hosting significant portions of the
database and search engine for NSI's "dot com directory," a new search engine
that locates businesses through information linked to their domain name
registration. NSI intends the "dot com directory" to be the Web's definitive
source for locating online businesses.

Sales and Marketing

Our services are sold through an in-house direct sales team as well as an
outsourced telemarketing agency. We also utilize our network of channel
partners to both refer business to us and to sell our services under their own
private-labels. Current channel partners include SpeechWorks International,
Inc., Icon MediaLab, Aperto Multimedia, Gruppo L'Espresso, Price Interactive,
Inc., Netopia, Inc. and Prio. We also maintain strong relationships with
advertising, promotional and Web marketing agencies

                                       41
<PAGE>

that often incorporate our services into projects they manage for their brand
clients. We are working aggressively to expand our existing internal sales and
marketing capabilities as well as the company's channel partner program.

Our target markets for sale of our clicks-and-mortar services include:

    . large companies with an established consumer brand;

    . companies with a branded product line sold through retail
      distribution;

    . companies with a branded chain of stores;

    . advertising agencies servicing national brands;

    . web development agencies servicing national brands;

    . direct marketing agencies servicing national brands;

    . franchisers and their franchisees; and

    . shopping and search engines.

We build awareness and demand for our services through marketing programs
including direct marketing, print and Internet advertising, trade shows and
events, public relations, international marketing, channel marketing and
telemarketing. Sales are implemented through a team of direct sales
representatives and channel partners. The sales cycle, from identifying a
prequalified lead to the signing of a services contract, is typically two to
four months, though in some cases this cycle is accelerated due to a client's
desire to implement a solution quickly or meet a promotional or season
deadline, such as the holiday shopping season. Frequently with a potential new
client, the initial competitor to our service offering is the client's own in-
house information systems department which may initially believe that it can
duplicate our services at a lower cost. This often delays the sales process,
but we are currently unaware of any retailer or merchant that has decided to
build its own solution after having been exposed to our service offerings.

Technology and Infrastructure

Our core competency is the ability to design, build, implement and manage
projects involving large databases that contain product, location and attribute
information. Our technical expertise spans many software development
specialties including system-level programming, cross-platform solutions, user-
interface and template design, production system operation and localization.
Our most important skill is the development of high performance spatial
databases that are used to manage our location-specific data and to manage
large amounts of client information, including store location and product
availability data. Through an automated process, our customers update this data
set based on their own business rules.

 Architecture

The architectural model for our services is a general purpose template
processing engine which handles user events, controls program flow and calls
component sub-servers that manage our Web Business Finder service to handle all
content-specific transactions. The sub-servers handle service requests as
socket-based stateless transaction processors. Since the engine and the various
sub-servers are all continuously running processes, it is not necessary to
start-up any processes in order to handle a request. These processes are
adjusted to respond to system load as well as recovery from the occasional
system error. This architecture allows maximum flexibility of resource
deployment across multiple networked machines.

                                       42
<PAGE>

Service Delivery

We deliver our services to customers through either an application programming
interface, or API, or through our Web development organization which produces a
specific template set for an individual customer. The API allows the customer
to control the interface and provide the customer with maximum flexibility in
terms of creative control. Whether delivered via templates generated by us or
using the API, the service is built around customer supplied data that may be
updated in batch mode, net change, or on a transaction basis depending on
customer needs. Our customer service organization maintains contact with
customers to help them work through any issues before, during and after
deployment of their application.

Reporting and Data Mining Capabilities

The usage and reporting data generated by the system are measured in gigabytes
per day and are a valuable tool for customers to understand the effectiveness
of their marketing efforts. We report usage results through standard secure
reports by customer, category, keyword, designated marketing area or other
custom requirements.

Scalability and Stability

We have invested significant resources in the hardware systems that deliver our
services with the objective of 99.9% availability in a fully scalable
environment across multiple data centers. Our front-end Web servers and
database servers are Sun Enterprise systems designed for reliability,
availability and serviceability to support the operation of our customer's
mission-critical applications. We have designed the servers to tolerate power,
cooling, or storage failures without affecting system operation and to recover
from most failures with minimal disruption. These systems are optimized to
provide extremely high throughput.

Our services are monitored on a 24 hours per day, seven days per week basis. At
the present time, our system is generally running at less than 40% of rated
capacity at peak usage to permit quick application response. We do not intend
to permit the production system to be allowed to exceed 50% of its rated
capacity. This excess capacity is designed to ensure availability despite
partial system failure. In addition, the system is protected by a high
performance firewall and balanced through a state-of-the-art load balancing
solution.

We currently operate three geographically separate data centers. A typical data
center configuration has front-end servers processing requests from our
customers through switches connected to a load balancing solution. These front-
end servers make specific requests to multiple back-end database machines as
well as systems that process geographic content such as maps and driving
directions. For security reasons, back-end systems cannot be accessed from the
Internet and process only specially formed queries from the front-end machines.
Each of these sub-systems is fully redundant both in terms of software and
hardware. In the event of a sub-system failure, the load is automatically
transferred to the next available machine. Monitoring software automatically
notifies the on-duty operator of a problem so that immediate action can be
taken.

Competition

The market in which we compete is relatively new and our services are highly
specialized. While competition exists for most of our service offerings, the
number of companies with which we compete is relatively small and we are
unaware of any one company that competes against us across our full range of
services. We expect competition with our services to increase over time as the
market for our services grows. Competition may also increase as a result of
industry consolidation.

                                       43
<PAGE>

In the markets occupied by our higher-end products such as Web Business Finder,
we face competition from companies including InfoNow Corporation, which
provides outsourced Web-based inquiry management services, and Where 2 Get It
Inc., which provides Internet-based dealer locator service. Our SiteMaker
service competes indirectly with companies that provide free or low-cost web
creation and hosting services in conjunction with internet service provider, or
ISP, services. Finally, with many potential new clients, the initial competitor
to our service offerings is the client's own in-house information systems
department which may initially believe that it can duplicate our services at a
lower cost. This often delays the sale process, but we are currently unaware of
any retailer or merchant that has decided to build its own solution after
having been exposed to our service offerings. In each competitive situation
that we face, we believe the factors that cause potential clients to consider
our services include the depth of our service offerings, our ability to
integrate our services into larger marketing initiatives, the quality and
reliability of our services, our speed of implementation and the overall
quality of our technology and client service.

Our MapBlast! business unit focuses on providing simple maps and driving
directions and faces significant competition from a variety of companies,
including MapQuest.com, Inc., Zip2 Corporation, now known as AltaVista Local
Portal Services, and Switchboard Incorporated, all of which are able to provide
these services at very competitive prices. Competitive factors within this
marketplace include being the first to offer a mapping solution to a potential
customer, product and service pricing and the quality of the products and
services offered.

We believe that our ability to compete depends upon many factors, including our
ability to provide depth and accuracy of destination information, to increase
our sales force and to implement our sales and marketing initiatives, in
addition to the introduction and acceptance of new and enhanced products and
services developed either by us or our competitors and the ease of use of
products and services developed either by us or our competitors.

Intellectual Property

We have filed several applications for U.S. patents in order to protect
proprietary intellectual property that we believe is important to our business.
These include an application entitled "Method and Apparatus for Efficient
Proximity Searching," "A Method and Apparatus of Expanding Web Searching
Capabilities" and "A Method and System for Providing a Web-Shareable Personal
Database."

Our products and services rely on the availability and accuracy of geographic
data. We have licensed a significant portion of our geographic data from a
limited number of sources through non-exclusive, short-term contractual
arrangements. If any of these third parties were to merge or be acquired, the
number of sources providing this geographic data would be further reduced.
Given the short terms of our geographic data licenses, we will have to
renegotiate our contracts in the foreseeable future which may result in
contractual terms that are not as favorable to us as the existing data
licenses. If we cannot maintain these data licenses or any other third-party
license arrangement on commercially reasonable terms, the accuracy of our
services may suffer.

Government Regulation

We are subject, both directly and indirectly, to various laws and governmental
regulations relating to our business. There are currently few laws or
regulations directly applicable to commercial online services or the Internet.
However, due to increasing popularity and use of commercial online services and
the Internet, it is possible that a number of laws and regulations may be
adopted with respect to commercial online services and the Internet. These laws
and regulations may cover issues including, for example, user privacy,
liability for information retrieved from or transmitted over the Internet,

                                       44
<PAGE>

online content regulation, user privacy, taxation and domain name registration.
Moreover, the applicability to the Internet of existing laws governing issues
such as intellectual property ownership and infringement, copyright, patent,
trademark, trade secret, obscenity, libel, employment and personal privacy is
uncertain and developing. Any new legislation or regulation or the application
of existing laws and regulations to the Internet could have a material and
adverse effect on our business.

As our services are available over the Internet anywhere in the world, multiple
jurisdictions may claim that we are required to qualify to do business as a
foreign corporation in each of those jurisdictions. Our failure to qualify as a
foreign corporation in a jurisdiction where we are required to do so could
subject us to taxes and penalties for the failure to qualify. It is possible
that state and foreign governments might also attempt to regulate our
transmissions of content on our Web site or on the Web sites of others or
prosecute us for violations of their laws. We cannot assure you that violations
of local laws will not be alleged or charged by state or foreign governments,
that we might not unintentionally violate these laws or that these laws will
not be modified, or new laws enacted, in the future.

Employees

As of October 31, 1999, we had 112 employees, including five hourly personnel
and consultants, employed in engineering, sales, marketing, business
development, customer support and related activities, and general and
administrative functions. None of our employees is represented by a labor
union, and we consider our relations with our employees to be good. See "Risk
Factors--In order to execute our growth plan we must attract, retain and
motivate highly skilled employees."

Facilities

Our headquarters facilities consist of approximately 25,600 square feet located
in Palo Alto, California which we occupy under leases expiring in June 2000. We
occupy 11,500 square feet in New Hampshire under a three year lease which is
used for engineering and product development. We also lease approximately 1,200
square feet in San Francisco, California for satellite office space. We
consider this space adequate for our current operations and plan to evaluate
our long-term need for office space in early 2000. We also lease space in a
number of data centers in which we locate our equipment.

Legal Proceedings

We are not currently engaged in any material legal proceedings.

                                       45
<PAGE>

                                   Management

The following table sets forth, as of November 1, 1999, the name, age and
position of each of our directors and executive officers.

<TABLE>
<CAPTION>
     Name                   Age                    Position
--------------------------- --- -----------------------------------------------
<S>                         <C> <C>
Emerick Woods.............. 44  President and Chief Executive Officer, Director
Scott Young................ 41  Senior Vice President, Operations
David Seltzer.............. 45  Vice President and Chief Financial Officer
Gregory Beasley............ 36  Vice President, Business Development
Mary Gavin................. 42  Vice President, Engineering
Elaine Hamilton............ 52  Vice President, Human Resources
Dinesh Wadhawan............ 42  Vice President, Sales
Eric Winkler............... 33  Vice President, Marketing
David Cherner.............. 35  General Manager, MapBlast!
Scott Shuda................ 33  General Counsel and Secretary
Herbert M. Dwight, Jr.      69  Chairman of the Board of Directors
 (1)(2)....................
Jonathan Callaghan......... 30  Director
James J. Geddes, Jr........ 49  Director
Fred Gibbons (2)........... 50  Director
Peter Mills................ 48  Director
Norman Nie (1)............. 56  Director
Michael Sears (2).......... 43  Director
Peter Ziebelman (1)........ 43  Director
</TABLE>
-------------------
(1)  Member of the Compensation Committee.
(2)  Member of the Audit Committee.

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.

Scott Young has served as our Senior Vice President, Operations since October
1997. 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.

David Seltzer has served as our Vice President and Chief Financial Officer
since June 1998. From August 1998 to May 1999, Mr. Seltzer also served as our
Secretary. From August 1997 to May 1998, Mr. Seltzer was an independent
financial consultant. From June 1994 to July 1997, Mr. Seltzer was Vice
President and Chief Financial Officer of Portrait Displays, Inc., a developer
of pivoting displays and image rotation software. From April 1992 to May 1994,
Mr. Seltzer was the Corporate Controller for Truevision, formerly known as
RasterOps, a provider of digital video computer products. Mr. Seltzer holds a
B.A. in Business Studies from the College of Technology in Glasgow, Scotland.

                                       46
<PAGE>

Gregory Beasley has served as our Vice President, Business Development since
August 1998. From 1996 to 1998, Mr. Beasley was the Chief Executive Officer of
Skytech, Inc., an Internet business development company. From 1994 to 1996, Mr.
Beasley was Co-Founder, Vice President of Marketing and General Manager of the
Consumer Division of Worlds, Inc., a developer of graphic chat spaces on the
Internet. Mr. Beasley holds a B.A. in Computer Science and Psychology from
Dartmouth College, and an M.B.A. from Harvard University.

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

Elaine Hamilton has served as our Vice President, Human Resources since October
1999. From June 1998 to October 1999, Ms. Hamilton was the Vice President of
Human Resources of Geron Corporation, a biopharmaceutical company providing
therapeutic and diagnostic products for cancer and other age-related diseases.
From April 1995 to June 1998, Ms. Hamilton was the Director of Human Resources
for Metricom, Inc., a provider of prism-coupling products used to evaluate
polymers. Ms. Hamilton holds a B.A. in Education and Psychology from the
University of Iowa and an M.S. in Human Resources and Organization Development
from the University of San Francisco.

Dinesh Wadhawan has served as our Vice President, Sales since March 1999. 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.

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 General Manager, MapBlast! since April 1999.
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 Vicinity. 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 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.

                                       47
<PAGE>

Herbert M. Dwight, Jr. has served as Chairman of the Board of Directors since
October 1999. Mr. Dwight has served in a number of positions for Optical
Coating Laboratory, Inc., a manufacturer of optical thin films, including
Chairman of the Board since August 1991, 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.

Jonathan Callaghan has served as a Director since May 1997. Since May 1997, Mr.
Callaghan has been a General Partner of CMG@Ventures, a venture capital firm.
From June 1991 to June 1995, Mr. Callaghan was an associate of Summit Partners,
a venture capital firm. Mr. Callaghan holds a B.A. from Dartmouth College and
an M.B.A. from Harvard University. Mr. Callaghan is also a Director of Chemdex
Corporation, Hotlinks Corporation, Exp.com, Inc. and several private companies.

James J. Geddes, Jr. has served as a Director since August 1999. Since
September 1995, Mr. Geddes has been the Managing Director of Trans Cosmos USA,
Inc., an investment management company, which is an affiliate of the EnCompass
Group, Inc. From August 1993 to August 1995, Mr. Geddes was the President and
Chief Executive Officer of InVision Systems Corporation, a provider of
Internet-based desktop video software. Mr. Geddes holds a B.S. in Electrical
Engineering from the University of Maryland.

Fred Gibbons has served as a Director since October 1995. From October 1995 to
October 1999, Mr. Gibbons was the Chairman of the 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.
in Science Engineering and a M.S. in Computer Engineering from the University
of Michigan and an M.B.A. from Harvard University. Mr. Gibbons is also a
Director of MIPS technologies, Inc., Inverse Networks, Inc. and several private
companies.

Peter Mills has served as a Director since February 1996. Since March 1995, Mr.
Mills has been a General partner of CMG@Ventures, 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. in Communications from Ithaca
College and an M.B.A. from Columbia University.

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.

Michael Sears has served as a Director since June 1998. Mr. Sears is currently
the Chief Executive Officer of Black Pearl, Inc., a retailer of specialty
jewelry. 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.


                                       48
<PAGE>

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 Graduate School of Business.

Board Composition

We currently have nine authorized directors. Each of our directors is elected
at each annual meeting of stockholders to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy, holds
office until the expiration of the term for which he or she was elected and
until a successor has been elected and qualified.

Board Committees

Audit Committee

The Audit Committee of the Board of Directors reviews, acts on and reports to
the Board of Directors with respect to various auditing and accounting matters,
including the recommendation of our independent auditors, the scope of the
annual audits, fees to be paid to the independent auditors, the performance of
our independent auditors and our accounting practices. The members of the Audit
Committee are Messrs. Dwight, Gibbons and Sears.

Compensation Committee

The Compensation Committee of the Board of Directors determines the salaries,
benefits and stock option grants for our employees, consultants, directors and
other individuals compensated by our company. The Compensation Committee also
administers our stock-based compensation plans. The members of the Compensation
Committee are Messrs. Dwight, Nie and Ziebelman.

Director Compensation

Historically, we have not paid any cash compensation to our Directors for
serving on our Board of Directors, but have reimbursed them for their out-of-
pocket expenses incurred in connection with attending meetings of our Board of
Directors and, in certain instances, granted them options to purchase shares of
our common stock. After the closing of this offering, we anticipate providing
customary compensation to our non-employee directors. However, the amount and
nature of this compensation has not yet been determined. We anticipate that we
will continue to reimburse all Directors for their out-of-pocket expenses
incurred in attending meetings of our Board of Directors.

Compensation Committee Interlocks And Insider Participation

Our Compensation Committee currently consists of Messrs. Dwight, Nie and
Ziebelman. Each is a Director and none is an employee. None of our executive
officers served as a director or member of the Compensation Committee or other
board committee performing equivalent functions of another corporation, one of
whose executive officers served on our Board of Directors or Compensation
Committee.

Employment, Severance And Other Agreements

Employment Agreement with Emerick Woods

Effective February 1998, we entered into an employment agreement with Emerick
Woods pursuant to which Mr. Woods agreed to serve as our President and Chief
Executive Officer. This employment agreement provides that Mr. Woods will
receive an annual base salary of $200,000 and is eligible to

                                       49
<PAGE>

receive an annual incentive bonus of up to $100,000. In addition, we agreed to
grant Mr. Woods options to purchase 955,137 shares of our common stock, 25% of
which vested immediately on the date of grant with a ratable portion of the
balance of the options vesting each month for a three-year period commencing
March 1998. In the event of specified merger or reorganization transactions, an
aggregate additional 50% of these options will become immediately vested,
subject to specified conditions. Under the employment agreement, Mr. Woods
receives a housing subsidy and is eligible to participate in employee benefit
plans available to our employees. In the event that Mr. Woods' employment is
terminated without cause or due to death or disability, the contract provides
that the base salary will be continued for up to nine months.

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.

Executive Compensation

The following table sets forth all compensation awarded to, earned by or paid
to our Chief Executive Officer and the four other most highly compensated
executive officers of our company whose annual salary and bonus exceeded
$100,000 in fiscal 1999, or Named Executive Officers, for services rendered in
all capacities to us during fiscal 1999.

<TABLE>
<CAPTION>
                                              ---------------------------------
                                                                    Long-Term
                                                   Annual          Compensation
                                               Compensation(1)        Awards
                                              -------------------- ------------
                                                                         Shares
                                                                     Underlying
Name and Principal Position                     Salary       Bonus      Options
---------------------------                   --------    -------- ------------
<S>                                           <C>         <C>      <C>
Emerick Woods, President and Chief Executive
 Officer..................................... $200,000(2) $100,000            0
Scott Young, Senior Vice President,
 Operations..................................  130,000      30,000      190,000
David Seltzer, Vice President and Chief
 Financial Officer...........................  130,000      20,000            0
Gregory Beasley, Vice President, Business
 Development.................................  117,468      20,000      180,000
Mary Gavin, Vice President, Engineering......   92,083      10,000       55,000
</TABLE>
-------------------
(1) In accordance with the rules of the Securities and Exchange Commission,
    other compensation in the form of perquisites and other personal benefits
    has been omitted for the Named Executive Officers because the aggregate
    amount of such perquisites and other personal benefits constituted less
    than the lesser of $50,000 or 10% of the total of annual salary and bonuses
    for each of such Named Executive Officers in fiscal 1999.

(2) Excludes $33,000 related to housing expenses paid by us on behalf of Mr.
    Woods.

                                       50
<PAGE>

Option Grants In Last Year

The following table sets forth certain information regarding stock options
granted to each of the Named Executive Officers during fiscal 1999. We have not
granted any stock appreciation rights.

<TABLE>
<CAPTION>
                         ----------------------------------------------------------------------------------
                                                                             Potential Realizable Value at
                          Number of   % of Total                                Assumed Annual Rates of
                         Securities      Options                             Stock Price Appreciation for
                         Underlying   Granted to                                    Option Term(1)
                            Options Employees in  Exercise Market Expiration ------------------------------
Name                     Granted(1)  Fiscal Year     Price  Price       Date             5%            10%
----                     ---------- ------------  -------- ------ ---------- -------------- ---------------
<S>                      <C>        <C>           <C>      <C>    <C>        <C>            <C>
Emerick Woods...........          0            0%      --     --         --             --             --
Scott Young.............          0            0       --     --         --             --             --
David Seltzer...........          0            0       --     --         --             --             --
Gregory Beasley.........    180,000         15.4     $0.15 $         8/19/08
Mary Gavin..............      5,000          0.4      0.15           8/19/08
</TABLE>
-------------------
(1) Potential realizable values are net of exercise price before taxes, and are
    based on the assumption that our common stock appreciates at the annual
    rate shown compounded annually from the date of grant until the expiration
    of the ten-year term. These numbers are calculated based on Securities and
    Exchange Commission requirements and do not reflect our projection or
    estimate of future stock price growth.

Option Exercises and Fiscal Year-End Option Values

The following table sets forth certain information concerning stock option
exercises in fiscal 1999 and the number and value of unexercised options held
by each of the Named Executive Officers at July 31, 1999.

<TABLE>
<CAPTION>
                         ------------------------------------------------------------------------------------
                                                Number of Securities Underlying      Value of Unexercised
                                                    Unexercised Options at          In-the-Money Options at
                              Shares                     July 31, 1999                 July 31, 1999(1)
                            Acquired    Value ------------------------------- -------------------------------
Name                     on Exercise Realized Exercisable(2) Unexercisable(2) Exercisable(2) Unexercisable(2)
----                     ----------- -------- -------------- ---------------- -------------- ----------------
<S>                      <C>         <C>      <C>            <C>              <C>            <C>
Emerick Woods...........     955,137                       0                0
Scott Young.............      50,000                 190,000                0
David Seltzer...........     130,000                       0                0
Gregory Beasley.........           0                 180,000                0
Mary Gavin..............           0                  55,000                0
</TABLE>
-------------------
(1) There was no public trading market for the common stock as of July 31,
    1999. Accordingly, these values have been calculated on the basis of the
    assumed initial public offering price of $       per share, less the
    applicable exercise price per share, multiplied by the number of shares
    underlying such options.

(2) All options granted under our stock option plans are immediately
    exercisable; unvested shares issued upon such exercise are subject to
    repurchase by our company.

Employee Benefit Plans

1995 Stock Option Plan

Our 1995 Stock Option Plan was adopted by our Board of Directors in October
1995, and approved by our stockholders in February 1996. Under the 1995 Plan, a
total of 2,000,000 shares of common stock were authorized and 1,362,143 shares
were issued, 1,050,585 of which have subsequently been retired. No further
grants will be made under the 1995 Plan.

                                       51
<PAGE>

The 1995 Plan may be administered by our Board of Directors, or a committee
thereof. Subject to the Act, Delaware corporate and securities laws, the
Internal Revenue Code and the rules of the Nasdaq National Market, our Board of
Directors may adjust the size and composition of the committee, or remove the
committee and administer the 1995 Plan directly. Our Board of Directors may
amend, alter, suspend or discontinue the 1995 Plan at any time. However, such
action will not affect the rights of previously granted options, unless there
is a written agreement to that affect signed by the option holder and our
company.

Upon any changes in our capitalization, such as a stock split or stock
dividend, the number of shares subject to each option and the shares
authorized, as well as the per share exercise price will be adjusted
proportionally. However, issues of any class of stock, or securities
convertible into shares of stock, will not trigger this proportional
adjustment. In the event of our proposed dissolution or liquidation, our Board
of Directors will notify each option holder before such action is taken. All
unexercised options will terminate immediately before the completion of such
transaction. If we merge or sell substantially all our assets, the outstanding
options must be assumed or substituted for by the successor corporation and/or
its affiliates. If the successor corporation refuses to honor or substitute the
outstanding options, they will become immediately and fully vested and
exercisable.

1996 Incentive Stock Option Plan

Our 1996 Incentive Stock Option Plan was adopted by our Board of Directors and
approved by our stockholders in November 1996. Under the 1996 Plan, a total of
4,291,317 shares of common stock were authorized and          shares were
issued,          of which have subsequently been retired. Upon the completion
of this offering, no further grants will be made under the 1996 Plan.

The 1996 Plan may be administered by our Board of Directors, or a committee
thereof. Subject to the Act, Delaware corporate and securities laws, the
Internal Revenue Code and the rules of the Nasdaq National Market, our Board of
Directors may adjust the size and composition of the committee, or remove the
committee and administer the 1996 Plan directly. Our Board of Directors may
amend, alter, suspend or discontinue the 1996 Plan at any time. However, such
action will not affect the rights of previously granted options, unless there
is a written agreement to that affect signed by the option holder and our
company.

Upon any changes in our capitalization, such as a stock split or stock
dividend, the number of shares subject to each option and the shares
authorized, as well as the per share exercise price will be adjusted
proportionally. However, issues of any class of stock, or securities
convertible into shares of stock, will not trigger this proportional
adjustment. In the event of our proposed dissolution or liquidation, our Board
of Directors will notify each option holder before such action is taken. All
unexercised options will terminate immediately before the completion of such
transaction. If we merge or sell substantially all our assets, the outstanding
options must be assumed or substituted for by the successor corporation and/or
its affiliates. If the successor corporation refuses to honor or substitute the
outstanding options, they will become immediately and fully vested and
exercisable.

2000 Equity Participation Plan

Our 2000 Equity Participation Plan was adopted by our Board of Directors in
         1999 as a successor equity plan to our 1996 Incentive Stock Option
Plan. The 2000 Plan will become effective upon the completion of this offering.
A number of shares equal to up to    percent of our outstanding common stock at
the beginning of each fiscal year may be issued under the 2000 Plan, provided
that the aggregate number of shares issuable upon the exercise of incentive
stock options, within the meaning of Section 422 of the Internal Revenue Code
of 1986, may not exceed         .

                                       52
<PAGE>

The 2000 Plan provides for the discretionary grant of incentive stock options
to employees and for the grant of nonstatutory stock options, stock
appreciation rights, performance awards, dividend equivalents, stock payments
and deferred stock to employees and consultants. The 2000 Plan provides that we
cannot issue incentive stock options after November 1, 2009. The 2000 Plan also
provides for formula grants to the non-employee directors of nonstatutory stock
options to purchase          shares of common stock upon initial election to
the Board of Directors and          shares of common stock annually thereafter,
except that no annual grant will be made if the director was first appointed to
the board within 90 days of the applicable annual meeting of stockholders.

The 2000 Plan may be administered by our Board of Directors or a committee
thereof. The administrator has the power to determine the terms of the options
or other awards granted, including the exercise price of the options or other
awards, the number of shares subject to each option or other award (up to
         per year per participant), the exercisability thereof, and the form of
consideration payable upon such exercise. In addition, the administrator has
the authority to amend, suspend or terminate the 2000 Plan, provided that no
such action may affect any share of common stock previously issued and sold or
any option previously granted under the 2000 Plan without the consent of the
holder. The exercise price of nonstatutory stock options and other awards
granted under the 2000 Plan is determined by the administrator, but with
respect to nonstatutory stock options intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Internal Revenue
Code, the exercise price must be at least equal to the fair market value of the
common stock on the date of grant. With respect to any participant who owns
stock possessing more than 10% of the voting power of all classes of our
outstanding capital stock, the exercise price of any incentive stock option
granted must be at least equal 110% of the fair market value on the grant date
and the term of such incentive stock option must not exceed five years. The
term of all other options granted under the 2000 Plan may not exceed ten years.

In the case of restricted stock, unless the administrator determines otherwise,
the restricted stock purchase agreement will grant us a repurchase option
exercisable upon the voluntary or involuntary termination of the purchaser's
employment or consulting relationship with our company for any reason,
including death or disability. The purchase price for shares repurchased
pursuant to a restricted stock purchase agreement must be the original price
paid by the purchaser. The repurchase option will lapse at a rate determined by
the administrator. Options and other awards granted under the 2000 Plan are
generally not transferable by the optionee, and each option and other award is
exercisable during the lifetime of the optionee only by such optionee. Options
granted under the 2000 Plan must generally be exercised within three months
after the end of optionee's status as an employee, director or consultant, or
within one year after such optionee's termination by disability or death,
respectively, but in no event later than the expiration of the option's term.
The 2000 Plan provides that, in the event of a merger of Vicinity with or into
another corporation, the administrator will have the authority, but not the
obligation to accelerate the vesting of each outstanding option and other
award, except that options issued to non-employee directors will vest in full
upon the closing of such a transaction.

Contemporaneously with this offering, we will grant options to purchase
shares of common stock. The exercise price of these options will be the price
to public disclosed on the cover of this prospectus.

Employee Stock Purchase Plan

The Vicinity Corporation 2000 Employee Stock Purchase Plan was adopted by our
Board of Directors and our stockholders in       1999. A total of
shares of common stock has been reserved for issuance under the purchase plan.
As of the date of this prospectus, no shares have been

                                       53
<PAGE>

issued under the purchase plan. The purchase plan, which is intended to qualify
under Section 423 of the Internal Revenue Code, contains consecutive offer
periods that are generally six months in duration. The offer periods start and
end on September 15 and March 15 of each year, except for the first offer
period, which will commence on the date immediately preceding the first date on
which a share of common stock is traded on an exchange or quoted on Nasdaq or a
successor quotation system and end on September 15, 2000. Employees are
eligible to participate if they are customarily employed by us or any
participating subsidiary for at least twenty hours per week. However, no
employee may be granted a right to purchase stock under the purchase plan (1)
to the extent that, immediately after the grant of the right to purchase stock,
the employee would own, or be treated as owning, stock possessing 5% or more of
the total combined voting power or value of all classes of our capital stock or
(2) to the extent that his or her rights to purchase stock under all of our
employee stock purchase plans accrues at a rate which exceed $25,000 worth of
stock for each calendar year.

The purchase plan permits participants to purchase common stock through payroll
deductions of up to 15% of the participant's base compensation. Base
compensation is defined as the participant's gross base compensation, excluding
overtime payments, sales commissions, incentive compensation, bonuses, expense
reimbursements, fringe benefits and other special payments. The maximum number
of shares a participant may purchase with respect to a single offer period is
         shares. Amounts deducted and accumulated by the participant are used
to purchase shares of common stock at the end of each offer period. The price
of stock purchased under the purchase plan is 85% of the lesser of the fair
market value of the common stock (1) the first day of the offer period or (2)
the last day of the offer period. Participants may end their participation at
any time other than the final fourteen days of an offer period, and they will
be paid their payroll deductions to date. Participation ends automatically upon
termination of employment with Vicinity.

Rights to purchase stock granted under the purchase plan are not transferable
by a participant other than by will, the laws of descent and distribution, or
as otherwise provided under the purchase plan. The purchase plan provides that,
in the event of a merger of Vicinity with or into another corporation or a sale
of substantially all of our assets, each outstanding right to purchase stock
may be assumed or substituted for by the successor corporation. Our Board of
Directors has the authority to amend or terminate the purchase plan. However,
no such action by our Board may adversely affect any outstanding rights to
purchase stock under the purchase plan, except that our Board may terminate an
offer period on any exercise date if our Board determines that the termination
of the purchase plan is in the best interests of Vicinity and our stockholders.

Registration under the Securities Act

We intend promptly after the completion of this offering to register on Form S-
8 all shares of common stock issuable under our compensatory stock plans other
than shares which may be resold under Rule 701 without registration.

                                       54
<PAGE>

                             Principal Stockholders

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of November 1, 1999, and as
adjusted to reflect the conversion of the preferred stock into common stock
immediately prior to the completion of this offering and sale of the shares of
common stock offered by this prospectus, by:

    . each person, or group of affiliated persons, who is known by us to
      beneficially own 5% or more of our common stock;

    . each of our directors and Named Executive Officers; and

    . all of our directors and executive officers as a group.

Share ownership in each case includes shares issuable upon exercise of
outstanding options and warrants that are exercisable within 60 days of
November 1, 1999, as described in the footnotes below. Percentage of ownership
is calculated according to SEC Rule 13d-3(d)(1). Percentage ownership
calculations before and after this offering are based on 18,263,594 shares and
         shares, respectively, of common stock outstanding. The address for all
executive officers and directors is c/o Vicinity Corporation, 1135A San Antonio
Road, Palo Alto, CA 94303.

<TABLE>
<CAPTION>
                             ------------------------------------------
                                              Percentage of
                                               Common Stock
                                Number of Beneficially Owned (1)
                                   Shares -----------------------------
Name and Address of          Beneficially  Before the         After the
Beneficial Owner                Owned (1)    Offering          Offering
-------------------          ------------ -----------        ----------
<S>                          <C>          <C>                <C>
CMG@Ventures (2)...........     5,788,536              31.7%
Oak Investment Partners
 (3).......................     4,252,994              23.3
21st Century Internet Fund,
 L.P. (4)..................     1,850,000              10.1
EnCompass Group, Inc. (5)..     1,332,000               7.3
Emerick Woods..............       755,137               4.1
Scott Young................       240,000               1.3
David Seltzer..............       130,000                 *
Gregory Beasley............       205,000               1.1
Mary Gavin.................        80,000                 *
Herbert M. Dwight, Jr......       210,000               1.2
Jon Callaghan (2)..........     5,788,536              31.7
Jim J. Geddes, Jr. (5).....       200,000               1.1
Fred Gibbons (6)...........       108,576                 *
Peter Mills (2)............     5,788,536              31.7
Norman Nie.................        31,905                 *
Michael Sears..............        20,000                 *
Peter Ziebelman (4)........     1,850,000              10.1
All directors and executive
 officers as a group (18
 persons)..................    10,174,154              55.7
</TABLE>
-------------------
 * Less than 1% of total.
(1) Gives effect to the shares of common stock issuable within 60 days of
    November 1, 1999 upon the exercise of all options and other rights
    beneficially owned by the indicated stockholders on that date. Beneficial
    ownership is determined in accordance with the rules of the Securities and
    Exchange Commission and includes voting and investment power with respect
    to shares. Unless otherwise indicated, the persons named in the table have
    sole voting and sole investment control with respect to all shares
    beneficially owned.

                                       55
<PAGE>

(2) Consists of 5,788,536 shares held by CMG@Ventures I, an affiliate of
    CMG@Ventures. Messrs. Callaghan and Mills are each a General Partner of
    CMG@Ventures and may be deemed to have voting and investment powers over
    these shares. Messrs. Callaghan and Mills disclaim beneficial ownership of
    these shares, except to the extent of each of their interests in
    CMG@Ventures and CMG@Ventures I.
(3) Includes 952,381 shares issuable upon exercise of warrants exercisable
    within 60 days of November 1, 1999. 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 1,850,000 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 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) Includes 932,000 shares held by EnCompass Group, Inc., 200,000 shares held
    by U.S. Information Technology Financing L.P., 190,000 shares held by Trans
    Cosmos USA, Inc., and 10,000 shares held by TCI Club. Mr. Geddes is
    Managing Director of Trans Cosmos USA, Inc., and may be deemed to have
    voting and investment powers over the shares held by Trans Cosmos USA, Inc.
    and TCI Club. Mr. Geddes disclaims beneficial ownership in these shares,
    except to the extent of his interest in Trans Cosmos USA, Inc. and TCI
    Club.
(6) All shares are held by a trust with respect to which Mr. Gibbons maintains
    sole voting power.

                                       56
<PAGE>

                              Certain Transactions

We have entered into various service agreements with NaviSite Internet Services
Corporation pursuant to which NaviSite agreed to host a portion of our data
center equipment and provide Internet connections and we agreed to pay NaviSite
various setup and service fees. Our current agreement with NaviSite, entered
into in June 1998, had an original one year term with automatic annual renewals
unless either party provides notice to the other of its intention to terminate.
NaviSite's largest stockholder is CMGI, Inc., an affiliate of our largest
stockholder, CMG@Ventures. We paid NaviSite approximately $246,000, $149,000
and $190,000 in fiscal 1997, 1998 and 1999, respectively.

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; and

    .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. 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; and

    .October 2004.

                                       57
<PAGE>

                          Description of Capital Stock

The following description of our capital stock and certain provisions of our
Restated Certificate of Incorporation as will be in effect upon the closing of
this offering, or Certificate, and Bylaws as will be in effect upon the closing
of this offering, or Bylaws, are summaries of these documents and are qualified
by reference to the Certificate and the Bylaws. Copies of these documents have
been filed with the Securities and Exchange Commission as exhibits to our
registration statement, of which this prospectus forms a part. The descriptions
of the common stock and preferred stock reflect changes to our capital
structure that will occur upon the closing of this offering.

The authorized capital stock of our company consists of 75,000,000 shares of
common stock, par value $.001 per share, and 5,000,000 shares of preferred
stock, par value $.001 per share.

Common Stock

As of July 31, 1999, there were 5,287,667 shares of common stock outstanding
and held of record by 24 stockholders assuming conversion of all outstanding
shares of preferred stock.

Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and they do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of common stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board of Directors out of
funds legally available therefor, subject to any preferential dividend rights
of any outstanding preferred stock. Upon the liquidation, dissolution or
winding up of our company the holders of common stock are entitled to receive
ratably our net assets available after the payment of all debts and other
liabilities and subject to the prior rights of any outstanding preferred stock.
Holders of the common stock have no preemptive, subscription, redemption or
conversion rights. The rights, preferences and privileges of holders of common
stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock which we may designate and
issue in the future. Upon the closing of this offering, there will be no shares
of preferred stock outstanding.

Preferred Stock

Upon the closing of this offering, our Board of Directors will be authorized,
without further stockholder approval, to issue from time to time up to an
aggregate of 5,000,000 shares of preferred stock in one or more series and to
fix or alter the designations, preferences, rights and any qualifications,
limitations or restrictions of the shares of each such series thereof,
including the dividend rights, dividend rates, conversion rights, voting
rights, terms of redemption including sinking fund provisions, redemption price
or prices, liquidation preferences and the number of shares constituting any
series or designations of such series. We have no present plans to issue any
shares of preferred stock. See "Anti-Takeover Effects of Certain Provisions of
Delaware Law and our Certificate of Incorporation and Bylaws."

Registration Rights

Pursuant to the terms of the Amended and Restated Information and Registration
Rights Agreement, after the closing of this offering the holders of 16,682,100
shares of common stock will be entitled to certain demand and piggyback
registration rights with respect to the registration of their shares under the
Securities Act. Please see "Shares Eligible for Future Sale."

                                       58
<PAGE>

Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Certificate
of Incorporation and Bylaws

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law, as amended, or DGCL. Subject to certain exceptions, Section
203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in
a "business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an
interested stockholder, unless the interested stockholder attained such status
with the approval of the board of directors or unless the business combination
is approved in a prescribed manner. A "business combination" includes mergers,
asset sales and other transactions resulting in a financial benefit to the
interested stockholder. Subject to certain exceptions, an "interested
stockholder" is a person who, together with affiliates and associates, owns, or
within three years did own, 15% or more of a corporation's voting stock. This
statute could prohibit or delay the accomplishment of mergers or other takeover
or change in control attempts with respect to our company and, accordingly, may
discourage attempts to acquire us.

In addition, certain provisions of the Certificate and Bylaws, which provisions
will be in effect upon the closing of this offering and are summarized in the
following paragraphs, may be deemed to have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt that a stockholder
might consider in its best interest, including those attempts that might result
in a premium over the market price for the shares held by our stockholders.

Board of Directors Vacancies. The Certificate authorizes our Board of Directors
to fill vacant directorships or increase the size of the Board of Directors.
This may deter a stockholder from removing incumbent directors and
simultaneously gaining control of the Board of Directors by filling the
vacancies created by such removal with its own nominees.

Stockholder Action; Special Meeting of Stockholders. The Certificate provides
that stockholders may not take action by written consent, but only at a duly
called annual or special meeting of stockholders. The Certificate further
provides that special meetings of stockholders of our company may be called
only by the Chairman of the Board of Directors or a majority of the Board of
Directors.

Advance Notice Requirements for Stockholder Proposals and Director
Nominations. The Bylaws provide that stockholders seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for
election as directors at an annual meeting of stockholders, must provide timely
notice thereof in writing. To be timely, a stockholder's notice must be
delivered to or mailed and received at our principal executive offices not less
than 120 days nor more than 150 days prior to the first anniversary of the date
of our notice of annual meeting provided with respect to the previous year's
annual meeting of stockholders; provided, that if no annual meeting of
stockholders was held in the previous year or the date of the annual meeting of
stockholders has been changed to be more than 30 calendar day earlier than or
60 calendar days after such anniversary, notice by the stockholder, to be
timely, must be so received not more than 90 days nor later than the later of
(1) 60 days prior to the annual meeting of stockholders or (2) the close of
business on the 10th day following the date on which notice of the date of the
meeting is given to stockholders or made public, whichever first occurs. The
Bylaws also specify certain requirements as to the form and content of a
stockholder's notice. These provisions may preclude stockholders from bringing
matters before an annual meeting of stockholders or from making nominations for
directors at an annual meeting of stockholders.

Authorized But Unissued Shares. The authorized but unissued shares of common
stock and preferred stock are available for future issuance without stockholder
approval, subject to certain limitations imposed by the Nasdaq National Market.
These additional shares may be utilized for a variety of

                                       59
<PAGE>

corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions and employee benefit plans. The existence of
authorized but unissued and unreserved common stock and preferred stock could
render more difficult or discourage an attempt to obtain control of our company
by means of a proxy contest, tender offer, merger or otherwise.

The DGCL provides generally that the affirmative vote of a majority of the
shares entitled to vote on any matter is required to amend a corporation's
certificate of incorporation or bylaws, unless a corporation's certificate of
incorporation or bylaws, as the case may be, requires a greater percentage. We
have provisions in our certificate and bylaws that require a super-majority
vote of the stockholders to amend, revise or repeal provisions that may have an
anti-takeover effect.

Limitation of Liability and Indemnification Matters

The Certificate includes provisions to (1) eliminate the personal liability of
our Directors for monetary damages resulting from breaches of their fiduciary
duty to the extent permitted by the DGCL and (2) indemnify our Directors and
officers to the fullest extent permitted by the DGCL, including circumstances
in which indennification is otherwise discretionary.


We have entered into agreements to indemnify our directors and officers, in
addition to the indemnification provided for in the Bylaws. We believe that
these provisions and agreements are necessary to attract and retain qualified
directors and officers. Our Bylaws also permit us to secure insurance on behalf
of any officer, director, employee or other agent for any liability arising out
of his or her actions, regardless of whether the DGCL would permit
indemnification.

Transfer Agent And Registrar

Upon the closing of this offering, the transfer agent and registrar for the
common stock will be   .

                                       60
<PAGE>

                        Shares Eligible for Future Sale

Prior to this offering, there has not been any public market for the common
stock, and no prediction can be made as to the effect, if any, that market
sales of shares of common stock or the availability of shares of common stock
for sale will have on the market price of the common stock prevailing from time
to time. Nevertheless, sales of substantial amounts of common stock in the
public market, or the perception that such sales could occur, could adversely
affect the market price of the common stock and could impair our company's
future ability to raise capital through the sale of its equity securities. See
"Risk Factors--The large number of shares eligible for public sale after this
offering could cause our stock price to decline."

Upon the closing of this offering, we will have an aggregate of       shares of
common stock outstanding, assuming no exercise of the underwriters' over-
allotment option and no exercise of outstanding options or warrants. Of the
outstanding shares, the shares sold in this offering will be freely tradable,
except that any shares held by our "affiliates," as defined in Rule 144 under
the Securities Act, may only be sold in compliance with the limitations
described below. The remaining       shares of common stock will be deemed
"restricted securities" as defined under Rule 144. Restricted securities may be
sold in the public market only if registered or if they qualify for an
exemption from registration under Rules 144, 144(k) or 701 promulgated under
the Securities Act, which rules are summarized below. Subject to the lock-up
agreements described below and the provisions of Rules 144, 144(k) and 701,
additional shares will be available for sale in the public market as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Number of Shares  Date
----------------  -----------------------------------------------------------------------------------
<S>               <C>                                                                                 <C>
                  After the date of this prospectus
                  Upon the filing of a registration statement to register for resale shares of common
                  stock issuable upon the exercise of options granted under our company's stock
                  option plan
                  At various times after 90 days from the date of this prospectus (Rule 144)
                  After 180 days from the date of this prospectus (subject, in some cases, to volume
                  limitations)
                  At various times after 180 days from the date of this prospectus (Rule 144)
</TABLE>

In general, under Rule 144, as currently in effect, a person (or persons whose
shares are required to be aggregated), including an affiliate, who has
beneficially owned shares for at least one year is entitled to sell, within any
three-month period commencing 90 days after the date of this prospectus, a
number of shares that does not exceed the greater of 1% of the then outstanding
shares of common stock (approximately       shares immediately after this
offering) or the average weekly trading volume in the common stock during the
four calendar weeks preceding the date on which notice of such sale is filed,
subject to certain restrictions. In addition, a person who is not deemed to
have been our affiliate at any time during the 90 days preceding a sale and who
has beneficially owned the shares proposed to be sold for at least two years
would be entitled to sell such shares under Rule 144(k) without regard to the
requirements described above. To the extent that shares were acquired from any
of our affiliates, such person's holding period for the purpose of effecting a
sale under Rule 144 commences on the date of transfer from the affiliate.

Our directors and officers and stockholders who hold shares in the aggregate,
together with the holders of options to purchase       shares of common stock
and the holders of warrants to purchase       shares of common stock, have
agreed that they will not offer, sell or agree to sell, directly or

                                       61
<PAGE>

indirectly, or otherwise dispose of any shares of common stock without the
prior written consent of J.P. Morgan Securities, Inc. for a period of 180 days
from the date of this prospectus. Please see "Underwriting."

Any of our employees or consultants who purchased his or her shares pursuant to
a written compensatory plan or contract is entitled to rely on the resale
provisions of Rule 701, which permits nonaffiliates to sell their Rule 701
shares without having to comply with the public information, holding period,
volume limitation or notice provisions of Rule 144 and permits affiliates to
sell their Rule 701 shares without having to comply with the Rule 144 holding
period restrictions, in each case commencing 90 days after the date of this
prospectus. As of July 31, 1999, the holders of options exercisable into
approximately       shares of common stock will be eligible to sell their
shares on the expiration of the 180-day lockup period or subject in some cases
to vesting of such options. We intend to file one or more registration
statements on Form S-8 under the Securities Act to register all shares of
common stock subject to outstanding stock options and common stock issued or
issuable under our stock plans which are not eligible for resale under Rule
701. We expect to file this registration statement within 180 days after the
date of this prospectus, thus permitting the resale of such shares by
nonaffiliates in the public market without restriction under the Securities
Act.

We have agreed not to sell or otherwise dispose of any shares of common stock
during the 180-day period following the date of the prospectus, except that we
may issue, and grant options to purchase, shares of common stock under the 2000
Equity Participation Plan. In addition, we may issue shares of common stock in
connection with any acquisition of another company if the terms of such
issuance provide that such common stock shall not be resold prior to the
expiration of the 180-day period referenced in the preceding sentence. See
"Risk Factors--The sale of shares eligible for future sale and expectations of
future sales of these shares could depress share prices."

Following this offering, holders of shares of outstanding common stock will
have demand registration rights with respect to their shares of common stock
(subject to the 180-day lock-up arrangement described above) to require us to
register their shares of common stock under the Securities Act, and they will
have certain rights to participate in any future registration of our
securities. These holders are subject to lock-up periods of not more than 180
days following the date of this prospectus or any subsequent prospectus. See
"Description of Capital Stock--Registration Rights."

                                       62
<PAGE>

                                  Underwriting

Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus, the underwriters named below, for
whom J.P. Morgan Securities, Inc., Bear, Stearns & Co. Inc. and U.S. Bancorp
Piper Jaffray Inc., are acting as representatives, have severally agreed to
purchase, and we have agreed to sell to them, the respective number of shares
of common stock set forth opposite their names below.

<TABLE>
<CAPTION>
                                                                       ---------
                                                                       Number of
      Underwriters                                                      Shares
      ------------                                                     ---------
      <S>                                                              <C>
      J.P. Morgan Securities, Inc.....................................
      Bear, Stearns & Co. Inc.........................................
      U.S. Bancorp Piper Jaffray Inc..................................
                                                                            ----
      Total...........................................................
                                                                            ====
</TABLE>

The underwriters are offering the common stock subject to their acceptance of
the common stock and subject to prior sale. The underwriting agreement provides
that the obligations of the several underwriters to purchase shares of common
stock are subject to receipt of an opinion of their counsel and other
conditions. If any of the shares of common stock are purchased by the
underwriters under the underwriting agreement, all of the shares, other than
the shares covered by the over-allotment option described below, must be
purchased.

The underwriters propose initially to offer the shares of common stock directly
to the public at the public offering price set forth on the cover page of this
prospectus and to certain dealers at such price less a concession not in excess
of $   per share. The underwriters may allow, and such dealers may reallow, a
concession not in excess of $   per share to certain other dealers. After the
initial public offering of the common stock, the offering price and other
selling terms may be changed from time to time by the underwriters.

The underwriters have informed us that they do not intend sales to their
customer accounts as to which they have discretionary trading authority to
exceed five percent of the total number of shares offered.

We have granted to the underwriters an option, exercisable for 30 days from the
date of this prospectus, to purchase up to      additional shares of common
stock, on the same terms and conditions as set forth on the cover page hereof.
The underwriters may exercise such option solely to cover over-allotments, if
any, made in connection with the sale of shares of common stock offered hereby.
If the underwriters' option is exercised in full, the total price to public
would be $     the total underwriting discounts and commissions would be $    ,
and the total proceeds to us would be $    , before deducting $     in
estimated expenses payable by Vicinity.

Vicinity and our officers, directors and holders of an aggregate of shares of
its common stock have agreed that, without the prior written consent of J.P.
Morgan Securities, Inc., during the period beginning from the date of this
prospectus and continuing to and including the date 180 days after the date of
this prospectus they will not:

    . offer, pledge, announce the intention to sell, sell, contract to sell,
      sell any option or contract to purchase, purchase any option or
      contract to sell, grant any option, right or warrant to purchase or
      otherwise transfer or dispose of, directly or indirectly, any shares
      of common stock or any of our securities which are substantially
      similar to the common stock, including

                                       63
<PAGE>

      but not limited to any securities that are convertible into or
      exercisable or exchangeable for, or that represent the right to receive
      common stock or any such substantially similar securities; or

    . enter into any swap, option, future, forward or other agreement that
      transfers, in whole or in part, the economic consequences of ownership
      of common stock or any securities substantially similar to the common
      stock.

The restrictions described in this paragraph do not apply to:

    . the issuance of shares under our employee stock option or stock
      purchase plans;

    . the grant by us of employee stock options;

    . the issuance of shares by us upon exercise of warrants outstanding on
      the date of this prospectus; or

    . the issuance of common stock in connection with the transactions
      described in this prospectus

The underwriters have reserved for sale, at the initial public offering price,
shares of the common stock for some of our directors, officers, employees,
friends and family who, after receiving a preliminary prospectus and a letter
explaining our directed share program, have expressed an interest in
purchasing such shares of common stock in the offering. These persons are
expected to purchase, in the aggregate, not more than five percent of the
common stock offered in the offering. The number of shares available for sale
to the general public in the offering will be reduced to the extent such
persons purchase such reserved shares. Any reserved shares not so purchased
will be offered to the general public on the same basis as the other shares
offered by this prospectus.

We have agreed to indemnify the underwriters against certain liabilities,
losses and expenses, including liabilities under the Securities Act, or to
contribute to payments that the underwriters may be required to make in
respect thereof.

It is expected that delivery of the shares will be made to investors on or
about      , 2000.

In connection with this offering, the underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of the common stock.
Specifically, the underwriters may over-allot in connection with this
offering, creating a syndicate short position. In addition, the underwriters
may bid for, and purchase, shares of common stock in the open market to cover
syndicate short positions or to stabilize the price of the common stock.
Finally, the underwriting syndicate may reclaim selling concessions allowed
for distributing the common stock in the offering, if the syndicate
repurchases previously distributed common stock in syndicate covering
transactions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the common stock
above independent market levels. The underwriters are not required to engage
in these activities, and may end any of these activities at any time.

Prior to this offering, there has been no public market for the common stock.
The initial public offering price for the shares of common stock offered
hereby will be determined by agreement between us and the underwriters. Among
the factors considered in making such determination were the history of and
the prospects for the industry in which we compete, an assessment of our
management, our present operations, our historical results of operations and
the trend of our revenues and earnings, the prospects for our future earnings,
the general condition of the securities markets at the time of the offering
and the prices of similar securities of generally comparable companies. We
cannot assure you that an active trading market will develop for our common
stock or that our common stock will trade in the public market at or above the
initial public offering price.

                                      64
<PAGE>

                                 Legal Matters

The validity of the shares of common stock offered hereby will be passed upon
for Vicinity Corporation by Latham & Watkins, Menlo Park, California. Certain
legal matters in connection with this offering will be passed upon for the
underwriters by Davis Polk & Wardwell, New York, New York.

                                    Experts

The financial statements of Vicinity Corporation as of July 31, 1998 and 1999
and for each of the years in the three-year period ended July 31, 1999, have
been included herein and in the registration statement in reliance on the
report of KPMG, LLP, independent certified public accountants, appearing
elsewhere herein, and upon the authority of that firm as experts in accounting
and auditing.

                             Available Information

We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-1, including the exhibits, schedules and amendments
thereto, under the Securities Act with respect to the shares of common stock to
be sold in this offering. This prospectus does not contain all the information
set forth in the registration statement. For further information regarding our
company and the shares of common stock to be sold in this offering, please
refer to the registration statement. Statements contained in this prospectus as
to the contents of any contract, agreement or other document referred to are
not necessarily complete, and in each instance reference is made to the copy of
such contract, agreement or other document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference.

You may read and copy all or any portion of the registration statement or any
other information that we file at the Securities and Exchange Commission's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You
can request copies of these documents, upon payment of a duplicating fee, by
writing to the Securities and Exchange Commission. Please call the Securities
and Exchange Commission at 1-800-732-0330 for further information on the
operation of the public reference rooms. Our Securities and Exchange Commission
filings, including the registration statement, are also available to you on the
Securities and Exchange Commission's Web site located at www.sec.gov.

As a result of this offering, we will become subject to the information and
reporting requirements of the Securities Exchange Act of 1934, as amended, and
in accordance therewith will file periodic reports, proxy statements and other
information with the Securities and Exchange Commission. Upon approval of the
common stock for the quotation on the Nasdaq National Market, reports, proxy
and information statements and other information may also be inspected at the
offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.

                                       65
<PAGE>

                              Vicinity Corporation

                         Index to Financial Statements

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----

<S>                                                                        <C>
Independent Auditors' Report..............................................  F-2

Balance Sheets as of July 31, 1998 and 1999...............................  F-3

Statements of Operations for the fiscal years ended July 31, 1997, 1998
 and 1999.................................................................  F-4

Statements of Redeemable Convertible Preferred Stock and Stockholders'
 Deficit for the fiscal years ended July 31, 1997, 1998 and 1999..........  F-5

Statements of Cash Flows for the fiscal years ended July 31, 1997, 1998
 and 1999.................................................................  F-6

Notes to Financial Statements.............................................  F-7
</TABLE>

                                      F-1
<PAGE>

                          Independent Auditors' Report

The Board of Directors
Vicinity Corporation:

We have audited the accompanying balance sheets of Vicinity Corporation (the
Company) as of July 31, 1998 and 1999, and the related statements of
operations, redeemable convertible preferred stock and stockholders' deficit
and cash flows for each of the years in the three-year period ended July 31,
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vicinity Corporation as of
July 31, 1998 and 1999, and the results of its operations and its cash flows
for each of the years in the three-year period ended July 31, 1999 in
conformity with generally accepted accounting principles.

                                       KPMG LLP

Mountain View, California
September 22, 1999, except as to Note 11
 for which the date is November 2, 1999

                                      F-2
<PAGE>

                              Vicinity Corporation

                                 Balance Sheets

<TABLE>
<CAPTION>
                                                ----------------------------
                                                   Year Ended July 31,
                                                ----------------------------
                                                        1998            1999
ASSETS                                          ------------    ------------
<S>                                             <C>             <C>
Current assets:
  Cash and cash equivalents.................... $    263,944    $  9,060,393
  Accounts receivable, net of allowance for
   doubtful accounts of none and $80,000 in
   1998 and 1999, respectively.................    1,181,302       2,847,372
  Prepaid expenses and other current assets....      310,009         382,995
<CAPTION>
                                                ------------    ------------
<S>                                             <C>             <C>
    Total current assets.......................    1,755,255      12,290,760
Property and equipment, net....................       65,853         912,489
<CAPTION>
                                                ------------    ------------
<S>                                             <C>             <C>
    Total assets............................... $  1,821,108    $ 13,203,249
                                                  ============    ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Bank note.................................... $    800,000    $  1,000,000
  Accounts payable.............................      484,846         491,290
  Capital lease obligations, current portion...          --          379,545
  Accrued liabilities..........................      210,775       1,245,234
  Deferred revenue.............................    2,476,988       4,954,878
  Payable to related party.....................      163,686             --
<CAPTION>
                                                ------------    ------------
<S>                                             <C>             <C>
    Total current liabilities..................    4,136,295       8,070,947
Capital lease obligations, excluding current
 portion.......................................          --          298,009
<CAPTION>
                                                ------------    ------------
<S>                                             <C>             <C>
                                                   4,136,295       8,368,956
<CAPTION>
                                                ------------    ------------
<S>                                             <C>             <C>
Series A, B, C, D, E and F redeemable
 convertible preferred
 stock and Series E warrants, $0.001 par value;
 authorized
 10,000,000 in 1998 and 12,519,768 in 1999;
 issued and outstanding
 7,137,250 in 1998 and 11,217,387 in 1999;
 aggregate liquidation
 preference of $7,971,578 in 1998 and
 $32,074,344 in 1999;
 aggregate redemption amount of $7,971,578 in
 1998 and
 $22,641,677 in 1999...........................    7,971,578      21,403,089
Commitments
Stockholders' deficit:
  Common stock, $0.001 par value; 22,000,000
   shares authorized;
   issued and outstanding 3,760,081 in 1998 and
   5,287,667 in 1999 ..........................        3,761           5,289
  Additional paid-in capital, net of preferred
   stock accretion.............................     (671,691)       (300,941)
  Deferred stock-based compensation............          --       (1,044,132)
  Notes receivable from employees upon purchase
   of stock....................................       (2,138)        (97,652)
  Accumulated deficit..........................   (9,616,697)    (15,131,360)
<CAPTION>
                                                ------------    ------------
<S>                                             <C>             <C>
    Total stockholders' deficit................  (10,286,765)    (16,568,796)
<CAPTION>
                                                ------------    ------------
<S>                                             <C>             <C>
    Total liabilities and stockholders'
     deficit................................... $  1,821,108    $ 13,203,249
<CAPTION>
                                                ============    ============
</TABLE>


                See accompanying notes to financial statements.

                                      F-3
<PAGE>

                              Vicinity Corporation

                            Statements of Operations

<TABLE>
<CAPTION>
                                        -------------------------------------
                                                Year Ended July 31,
                                        -------------------------------------
                                               1997         1998         1999
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
Revenues:
 License and hosting fees.............. $ 1,419,404  $ 4,386,235  $ 5,656,529
 Service and transaction fees..........         --       423,648      767,122
<CAPTION>
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
  Total revenues.......................   1,419,404    4,809,883    6,423,651
<CAPTION>
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
Cost of revenues.......................   1,976,653    2,847,089    3,949,081
<CAPTION>
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
  Gross profit (loss)..................    (557,249)   1,962,794    2,474,570
<CAPTION>
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
Operating expenses:
 Product development...................   1,703,365    1,550,937    1,747,754
 Sales and marketing...................   2,958,917    1,676,208    3,588,502
 General and administrative............   1,127,471    1,204,240    1,995,384
 Other.................................         --           --       440,500
 Stock-based compensation..............         --           --       166,668
<CAPTION>
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
  Total operating expenses.............   5,789,753    4,431,385    7,938,808
<CAPTION>
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
  Loss from operations.................  (6,347,002)  (2,468,591)  (5,464,238)
Other expense (income), net............    (108,907)      12,025       50,425
<CAPTION>
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
  Net loss.............................  (6,238,095)  (2,480,616)  (5,514,663)
Accretion on redeemable convertible
 preferred stock and warrants..........     383,379      517,965    1,038,230
<CAPTION>
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
  Net loss applicable to common
   stockholders........................ $(6,621,474) $(2,998,581) $(6,552,893)
<CAPTION>
                                        ===========  ===========  ===========
<S>                                     <C>          <C>          <C>
Net loss per common share--basic and
 diluted............................... $     (1.61) $     (0.86) $     (1.61)
<CAPTION>
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
Weighted average shares--basic and
 diluted...............................   4,101,579    3,502,850    4,079,754
<CAPTION>
                                        ===========  ===========  ===========
</TABLE>


                See accompanying notes to financial statements.

                                      F-4
<PAGE>

                              Vicinity Corporation

 Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit

<TABLE>
<CAPTION>
                                                   -------------------------------------------------------------------
                                                                                                Additional       Notes
                                                                                                   paid-in  receivable
                                                                                                  capital,        from
                                                    Redeemable convertible                          net of   employees
                                                       preferred stock       Common stock        preferred        upon
                                                    ---------------------- -------------------       stock    purchase
                                                        Shares      Amount     Shares   Amount   accretion    of stock
                                                    ---------- ----------- ----------  -------  ----------  ----------
<S>                                                 <C>        <C>         <C>         <C>      <C>         <C>
Balances, July 31, 1996.....................         3,833,250 $ 2,094,246  4,647,600  $ 4,648  $    9,232    $ (5,750)
Issuance of preferred stock for cash........         3,304,000   4,975,988        --       --          --          --
Accretion on redeemable preferred stock.....               --      383,379        --       --     (383,379)        --
Issuance of common stock for cash...........               --          --      10,000       10         990         --
Repurchase of unvested common stock.........               --          --  (2,191,666)  (2,192)     (3,287)      3,612
Net loss....................................               --          --         --       --          --          --
                                                    ---------- ----------- ----------  -------  ----------    --------
Balances, July 31, 1997.....................         7,137,250   7,453,613  2,465,934    2,466    (376,444)     (2,138)
                                                    ---------- ----------- ----------  -------  ----------    --------
Accretion on redeemable preferred stock.....               --      517,965        --       --     (517,965)        --
Exercise of common stock warrant for cash...               --          --     275,512      276     207,918         --
Issuance of common stock for cash...........               --          --   1,018,635    1,019      14,800         --
Net loss....................................               --          --         --       --          --          --
                                                    ---------- ----------- ----------  -------  ----------    --------
Balances, July 31, 1998.....................         7,137,250   7,971,578  3,760,081    3,761    (671,691)     (2,138)
                                                    ---------- ----------- ----------  -------  ----------    --------
Issuance of preferred stock and warrants
 for cash...................................         4,080,137  12,393,281        --       --          --          --
Accretion on redeemable preferred stock
 and warrants...............................               --    1,038,230        --       --   (1,038,230)        --
Issuance of common stock for cash and note
 receivable.................................               --          --   1,527,586    1,528     198,180     (95,514)
Deferred compensation related to option
 grants.....................................               --          --         --       --    1,210,800         --
Amortization of stock-based compensation....               --          --         --       --                      --
Net loss....................................               --          --         --       --          --          --
                                                    ---------- ----------- ----------  -------  ----------    --------
Balances, July 31, 1999.....................        11,217,387 $21,403,089  5,287,667  $ 5,289  $ (300,941)   $(97,652)
                                                    ========== =========== ==========  =======  ==========    ========
<CAPTION>
                                                        Deferred                        Total
                                                     stock-based   Accumulated  stockholders'
                                                    compensation       deficit        deficit
                                                    ------------- ------------- --------------
<S>                                                 <C>           <C>           <C>
Balances, July 31, 1996.....................        $       --   $   (897,986)  $   (889,856)
Issuance of preferred stock for cash........                --            --             --
Accretion on redeemable preferred stock.....                --            --        (383,379)
Issuance of common stock for cash...........                --            --           1,000
Repurchase of unvested common stock.........                --            --          (1,867)
Net loss....................................                --     (6,238,095)    (6,238,095)
                                                    ------------- ------------- --------------
Balances, July 31, 1997.....................                --     (7,136,081)    (7,512,197)
                                                    ------------- ------------- --------------
Accretion on redeemable preferred stock.....                --        (517,965)
Exercise of common stock warrant for cash...                --            --         208,194
Issuance of common stock for cash...........                --            --          15,819
Net loss....................................                --     (2,480,616)    (2,480,616)
                                                    ------------- ------------- --------------
Balances, July 31, 1998.....................                --     (9,616,697)   (10,286,765)
                                                    ------------- ------------- --------------
Issuance of preferred stock and warrants
 for cash...................................                --            --             --
Accretion on redeemable preferred stock
 and warrants...............................                --            --      (1,038,230)
Issuance of common stock for cash and
 note receivable............................                --            --         104,194
Deferred compensation related to
 option grants..............................         (1,210,800)          --             --
Amortization of stock-based compensation....            166,668           --         166,668
Net loss....................................                --     (5,514,663)    (5,514,663)
                                                    ------------- ------------- --------------
Balances, July 31, 1999.....................        $(1,044,132)  $(15,131,360)  $(16,568,796)
                                                    ============= ============= ==============
</TABLE>


                See accompanying notes to financial statements.

                                      F-5
<PAGE>

                              Vicinity Corporation

                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                          -------------------------------------
                                                  Year Ended July 31,
                                          -------------------------------------
                                                 1997         1998         1999
                                          -----------  -----------  -----------
<S>                                       <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss...............................  $(6,238,095) $(2,480,616) $(5,514,663)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization.........       16,805       13,963      191,338
  Amortization of stock-based
   compensation.........................          --           --       166,668
  Allowance for doubtful accounts.......          --           --        80,000
  Changes in operating assets and
   liabilities:
   Accounts receivable..................     (165,389)  (1,023,207)  (1,746,070)
   Prepaid expenses and other current
    assets..............................     (265,316)      98,870      (72,986)
   Accounts payable.....................      325,308       61,530        6,444
   Accrued liabilities..................       42,655       54,258    1,034,459
   Deferred revenue.....................      771,197    1,591,591    2,477,890
   Payable to related party.............      216,162      (52,476)    (163,686)
<CAPTION>
                                          -----------  -----------  -----------
<S>                                       <C>          <C>          <C>
    Net cash used in operating
     activities.........................   (5,296,673)  (1,736,087)  (3,540,606)
<CAPTION>
                                          -----------  -----------  -----------
<S>                                       <C>          <C>          <C>
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment...     (302,334)    (105,782)    (214,351)
  Proceeds from sale of property and
   equipment............................      520,885       97,296          --
<CAPTION>
                                          -----------  -----------  -----------
<S>                                       <C>          <C>          <C>
    Net cash provided by (used in)
     investing activities...............      218,551       (8,486)    (214,351)
<CAPTION>
                                          -----------  -----------  -----------
<S>                                       <C>          <C>          <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from bank note................          --       800,000      200,000
 Proceeds from factoring receivables....          --        72,961          --
 Principal payments for capital lease
  obligations...........................          --           --      (146,069)
 Proceeds from exercise of common stock
  warrant...............................          --       208,194          --
 Proceeds from sale of preferred stock..    4,975,988          --    12,393,281
 Proceeds from sale of common stock.....        1,000       15,819      104,194
 Repurchase of unvested common stock....       (1,867)         --           --
<CAPTION>
                                          -----------  -----------  -----------
<S>                                       <C>          <C>          <C>
    Net cash provided by financing
     activities.........................    4,975,121    1,096,974   12,551,406
<CAPTION>
                                          -----------  -----------  -----------
<S>                                       <C>          <C>          <C>
Net (decrease) increase in cash and cash
 equivalents............................     (103,001)    (647,599)   8,796,449
Cash and cash equivalents at beginning
 of year................................    1,014,544      911,543      263,944
<CAPTION>
                                          -----------  -----------  -----------
<S>                                       <C>          <C>          <C>
Cash and cash equivalents at end of
 year...................................  $   911,543  $   263,944  $ 9,060,393
<CAPTION>
                                          ===========  ===========  ===========
<S>                                       <C>          <C>          <C>
Supplemental disclosure of cash flow
 information:
 Cash paid during the year for
  interest..............................  $       --   $    23,520  $    97,205
<CAPTION>
                                          ===========  ===========  ===========
<S>                                       <C>          <C>          <C>
Schedule of noncash investing and
 financing activities:
 Equipment purchased under capital
  lease.................................  $       --   $       --   $   823,623
<CAPTION>
                                          ===========  ===========  ===========
<S>                                       <C>          <C>          <C>
 Common stock repurchased with
  forgiveness of notes receivable.......  $     3,612  $       --   $       --
<CAPTION>
                                          ===========  ===========  ===========
<S>                                       <C>          <C>          <C>
 Accretion on redeemable preferred stock
  and warrants..........................  $   383,379  $   517,965  $ 1,038,230
<CAPTION>
                                          ===========  ===========  ===========
<S>                                       <C>          <C>          <C>
 Common stock issued for note
  receivable............................  $       --   $       --   $    95,514
<CAPTION>
                                          ===========  ===========  ===========
<S>                                       <C>          <C>          <C>
 Deferred compensation related to stock
  option grants.........................  $       --   $       --   $ 1,210,800
<CAPTION>
                                          ===========  ===========  ===========
</TABLE>


                See accompanying notes to financial statements.

                                      F-6
<PAGE>

                              Vicinity Corporation

                         Notes to Financial Statements

1. Description of Business and Summary of Significant Accounting Policies

(a) Description of Business

The Company provides a suite of Internet-based marketing infrastructure
services designed to help clients turn Web traffic into store traffic. The
Company hosts clients' store location and product information and delivers that
information to potential customers on demand via the Internet, land-line
telephones, wireless telephones and other wireless devices. The Company can
also provide information to potential customers concerning which items are
regularly stocked at given locations and what promotions are being offered by
participating merchants.

(b) Concentration of Credit Risk

Financial instruments that subject the Company to concentration of credit risk
consist primarily of cash and cash equivalents, and trade accounts receivable.
The Company places its cash and cash equivalents primarily in depository
accounts and money market accounts of recognized financial institutions. To
reduce credit risk with trade accounts receivable, the Company performs
evaluations of the credit worthiness of its customers on an ongoing basis. The
Company does not generally require collateral or other security. The Company
historically has not experienced any significant credit losses.

(c) Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of their carrying cost or fair value less
costs to sell.

(d) Revenue Recognition

The Company primarily derives its revenues from product license and hosting
fees. These revenues are recognized ratably over the life of the contract,
which typically has one year, non-refundable terms. Service and transaction
fees consist of revenue generated from project related professional services
and to a lesser degree from fees derived from advertising, sponsorship and e-
commerce transactions. These revenues are generally recognized as the services
are performed. To date, no revenues have been derived from barter transactions.

Accounts receivable consists of amounts due from customers under signed
contracts where performance on the contract has commenced. Deferred revenue
consists of customer payments received and accounts receivable recorded in
advance of recognizing revenue.

(e) Cost of Revenues

Cost of revenues include salaries and benefits of the Company's web development
and operating personnel, the cost of acquiring data and content, the leasing
and depreciation cost of the Company's computer hosting equipment and internet
connection and data center charges.

(f) Cash Equivalents

The Company considers all highly liquid investments purchased with remaining
maturities of three months or less to be cash equivalents.

(g) Property and Equipment

Property and equipment are stated at cost less accumulated depreciation.
Depreciation is calculated using the straight-line method over the estimated
useful lives of the equipment, generally three to five years. Leasehold
improvements are amortized over the lesser of the remaining life of the lease
or five years.

                                      F-7
<PAGE>

                              Vicinity Corporation

                   Notes to Financial Statements--(Continued)


(h) Income Taxes

The Company accounts for income taxes using the asset and liability method. In
accordance with this method, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using the enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

(i) Software Development Costs

Costs related to the development of new products and enhancements to existing
products are charged to operations as incurred. Software development costs are
required to be capitalized when a product's technological feasibility has been
established by completion of a working model of the product. To date,
completion of a working model of the Company's products and general release
have substantially coincided. As a result, the Company has not capitalized any
software development costs.

(j) Advertising Expense

The cost of advertising is expensed as incurred. Such costs totaled
approximately $119,000, $1,200 and $287,000 for the years ended July 31, 1997,
1998 and 1999, respectively.

(k) Per Share Computations

Basic net loss per share is computed by dividing net loss applicable to common
stockholders by the weighted-average number of common shares outstanding for
the period. Diluted net loss per share is computed by dividing net loss
applicable to common stockholders by the weighted-average number of common and,
when dilutive, potential common equivalent shares outstanding during the
period. Common equivalent shares include the effect of redeemable convertible
preferred stock, outstanding warrants and stock options. All potential common
shares have been excluded from the computation of diluted net loss per share
for all periods presented because the effect would be antidilutive.

Diluted net loss per share does not include the effect of the following
antidilutive common equivalent shares (in thousands):

<TABLE>
<CAPTION>
                                                             -------------------
                                                          Year ended July 31,
                                                             -------------------
                                                              1997   1998   1999
                                                             ----- ------ ------
<S>                                                          <C>   <C>    <C>
Stock options...............................................   995  2,873  2,064
Shares of common stock subject to repurchase................   --     --     971
Convertible preferred warrants..............................   --     --     953
Convertible preferred stock (as if converted)............... 6,357  7,733  9,278
<CAPTION>
                                                             ----- ------ ------
<S>                                                          <C>   <C>    <C>
                                                             7,352 10,606 13,266
<CAPTION>
                                                             ===== ====== ======
</TABLE>

The weighted-average exercise prices of stock options were $0.10, $0.11 and
$0.22 as of July 31, 1997, 1998 and 1999, respectively. The weighted-average
exercise price of shares of common stock subject to repurchase was $0.12 as of
July 31, 1999.

(l) Stock-Based Compensation

The Company accounts for its stock-based compensation arrangements for
employees using the intrinsic-value method pursuant to Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees. As such,
compensation expense is recorded for the Company's stock options on the date of
grant, to the extent the fair value of the underlying common stock exceeds the
exercise price for stock options or the purchase price for common stock.
Options granted to consultants and other nonemployees are considered
compensatory and are accounted for at fair value pursuant to Statement of
Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation. The Company discloses the pro forma effect of using the fair
value method of accounting for all stock-based compensation arrangements, in
accordance

                                      F-8
<PAGE>

                              Vicinity Corporation

                   Notes to Financial Statements--(Continued)

with SFAS No. 123. (See footnote 5(e)). Because the options generally vest
ratably over a four year period, the service period over which compensation is
accrued as a charge to expense is determined separately for each 25 percent
portion of the total award, in accordance with Financial Accounting Standards
Board (FASB) Interpretation No. 28 (FIN 28). The result of applying FIN 28 is
that approximately 52% of the unearned deferred compensation will be amortized
in the first year, 27% in the second year, 15% in the third year and 6% in the
fourth year following the date of grant.

(m) Segment Information

During fiscal 1999, the Company adopted the provisions of SFAS No. 131,
Disclosures About Segments of an Enterprise and Related Information. SFAS No.
131 established annual and interim reporting standards for a company's
operating segments. SFAS No. 131 requires disclosures of selected segment-
related financial information about products, major customers and geographic
areas.

(n) Comprehensive Loss

The Company has no significant components of other comprehensive loss, and
accordingly, comprehensive loss is the same as net loss for all periods
presented.

(o) Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

(p) Recent Accounting Pronouncements

In March 1998, the American Institute of Certified Public Accountants (AICPA)
issued Statement of Position (SOP) 98-1, Accounting for the Cost of Computer
Software Developed or Obtained for Internal Use. SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998. SOP 98-1
provides guidance over accounting for computer software developed or obtained
for internal use, including the requirement to capitalize specified costs and
amortization of such costs. The Company does not expect the adoption of SOP 98-
1 to have a material effect on its financial statements.

In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133
establishes accounting and reporting standards for derivative instruments
(including derivative instruments embedded in other contracts) and for hedging
activities. SFAS No. 133, as amended by SFAS No. 137, is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000. To date, the
Company has not entered into any derivative financial instruments or hedging
activities.

2. Balance Sheet Components

(a) Cash and Cash Equivalents

Cash and cash equivalents consisted of the following:

<TABLE>
<CAPTION>
                                                             -------------------
                                                                  July 31,
                                                             -------------------
                                                                 1998       1999
                                                             -------- ----------
<S>                                                          <C>      <C>
Cash........................................................ $261,221 $  121,444
Money market funds..........................................    2,723  8,938,949
<CAPTION>
                                                             -------- ----------
<S>                                                          <C>      <C>
                                                             $263,944 $9,060,393
<CAPTION>
                                                             ======== ==========
</TABLE>

                                      F-9
<PAGE>

                              Vicinity Corporation

                   Notes to Financial Statements--(Continued)


(b) Property and Equipment

Property and equipment consisted of the following as of July 31:

<TABLE>
<CAPTION>
                                                         ----------------------
                                                               July 31,
                                                         ----------------------
                                                               1998        1999
                                                         ----------  ----------
<S>                                                      <C>         <C>
Furniture and fixtures.................................. $      --   $   14,749
Computer equipment......................................      8,822     144,418
Purchased software......................................     68,625     103,506
Equipment under capital leases..........................        --      823,623
Leasehold improvements..................................        --       29,125
<CAPTION>
                                                         ----------  ----------
<S>                                                      <C>         <C>
                                                             77,447   1,115,421
Less accumulated depreciation and amortization..........    (11,594)   (202,932)
<CAPTION>
                                                         ----------  ----------
<S>                                                      <C>         <C>
                                                         $   65,853  $  912,489
<CAPTION>
                                                         ==========  ==========
</TABLE>

During fiscal 1999, the Company entered into capital lease arrangements for
certain equipment. Accumulated depreciation on the leased equipment totaled
approximately $151,000 as of July 31, 1999. Amortization of assets under
capital leases is included in depreciation and amortization expense.

(c) Accrued Liabilities

A summary of accrued liabilities as follows:

<TABLE>
<CAPTION>
                                                          ---------------------
                                                                July 31,
                                                          ---------------------
                                                                1998       1999
                                                          ---------- ----------
<S>                                                       <C>        <C>
Accrued compensation..................................... $  176,701 $  433,295
Accrued legal settlement.................................        --     440,500
Accrued expenses.........................................     34,074    371,439
<CAPTION>
                                                          ---------- ----------
<S>                                                       <C>        <C>
                                                          $  210,775 $1,245,234
<CAPTION>
                                                          ========== ==========
</TABLE>

In fiscal 1999, the Company entered into a settlement agreement and agreed to
pay $440,500 for a patent license with respect to an intellectual property
rights claim.

3. Line of Credit

In fiscal 1998, the Company entered into a line of credit agreement with a
credit limit of $1,000,000 and a variable interest rate that was approximately
8.5% as of July 31, 1999. The debt was guaranteed by CMGI, Inc., an affiliate
of the Company's largest stockholder, CMGI@Ventures, and was secured by the
assets of the Company. The Company had $800,000 and $1,000,000 outstanding
under the line of credit agreement as of July 31, 1998 and 1999, respectively.

In August 1999, the Company paid the outstanding balance of $1,000,000 and is
currently in the process of negotiating a new line of credit with a major bank.

                                      F-10
<PAGE>

                              Vicinity Corporation

                   Notes to Financial Statements--(Continued)


4. Redeemable Convertible Preferred Stock

A summary of redeemable convertible preferred stock as of July 31, 1998 and
1999 follows:

<TABLE>
<CAPTION>
             ------------------------------------------------------------------
             Shares outstanding   Liquidation Liquidation Redemption Redemption
             --------------------  preference premium per  price per    premium
                  1998       1999   per share       share      share  per share
             --------- ---------- ----------- ----------- ---------- ----------
<S>          <C>       <C>        <C>         <C>         <C>        <C>
Series A.... 1,852,000  1,852,000      $0.270      $0.019     $0.270     $0.019
Series B.... 1,981,250  1,981,250       0.800       0.056      0.800      0.056
Series C.... 3,304,000  3,304,000       1.510       0.110      1.510      0.110
Series D....       --   2,300,613       4.350       0.152      2.173      0.152
Series E....       --      59,524       4.200       0.147      2.100      0.147
Series F....       --   1,720,000       7.500         --       5.000      0.350
<CAPTION>
             --------- ----------
<S>          <C>       <C>        <C>         <C>         <C>        <C>
             7,137,250 11,217,387
<CAPTION>
             ========= ==========
</TABLE>

In the event of any liquidation event, the holders of the Series A, B, C, D and
E preferred stock are entitled to receive the liquidation preference per share
plus the liquidation premium per share per annum from the date of issuance of
such shares, plus all declared but unpaid dividends. Shares of Series F
preferred stock shall have a liquidation preference of $7.50 per share, plus
all declared but unpaid dividends, in the event of a dissolution or winding up,
either voluntary or involuntary, of the Company. Upon the sale of the Company,
shares of Series F preferred stock have a liquidation preference of $5.00 per
share, plus all declared but unpaid dividends.

The holders of the redeemable convertible preferred stock may request
redemption of their shares plus the redemption premium per share per annum from
the date of issuance of such shares, plus all declared but unpaid dividends.
The redemption may be requested on or after January 31, 2003 and must be paid
in cash by the Company within two years and three months from the date that a
written request for redemption is received. The redemption premium is charged
to the statement of operations as accretion on redeemable convertible preferred
stock. For the years ended July 31, 1997, 1998 and 1999, the amount of
accretion recorded by the Company was $383,379, $517,965 and $945,820,
respectively. The Series D preferred stock was issued at a price per share less
than the redemption price per share. This difference which amounted to
approximately $1.2 million is being charged to the statement of operations as a
component of accretion on redeemable convertible preferred stock through
January 31, 2003.
A summary of the liquidation and redemption amounts as of July 31, 1998 and
1999 follows:

<TABLE>
<CAPTION>
                              ------------------------------------------------
                                 Liquidation Amount       Redemption Amount
                              ------------------------ -----------------------
                                     1998         1999        1998        1999
                              ----------- ------------ ----------- -----------
<S>                           <C>         <C>          <C>         <C>
Series A..................... $   576,880 $    614,185 $   576,880 $   614,185
Series B.....................   1,810,900    1,923,033   1,810,900   1,923,033
Series C.....................   5,583,798    5,952,838   5,583,798   5,952,838
Series D.....................         --    10,423,520         --    5,415,853
Series E.....................         --       253,212         --      128,212
Series F.....................         --    12,907,556         --    8,607,556
<CAPTION>
                              ----------- ------------ ----------- -----------
<S>                           <C>         <C>          <C>         <C>
                              $ 7,971,578 $ 32,074,344 $ 7,971,578 $22,641,677
<CAPTION>
                              =========== ============ =========== ===========
</TABLE>

Each share of Series A, C, D, E and F preferred stock is convertible into 1.0
share of common stock. Each share of Series B preferred stock is convertible
into 1.3 shares of common stock. Upon completion of an initial public offering
(IPO) all shares are automatically converted to common stock and the holders of
such shares will not be paid the redemption premium. The redemption premium
accrued through that date will be credited to additional paid in capital.

Holders of Series A, B, C, D, E and F preferred stock vote equally with holders
of common stock on an as-if-converted basis.

No dividends have been declared or paid on the preferred stock or common stock
since the Company's inception.

                                      F-11
<PAGE>

                              Vicinity Corporation

                   Notes to Financial Statements--(Continued)


5. Stockholder's Deficit

(a) Warrants

In connection with the Series D preferred stock issuance, the Company issued
warrants to a venture capital firm to purchase 952,381 shares of Series E
preferred stock with an exercise price of $2.10 per share. The warrants are
exercisable at any time, but in no case later than the earlier of either
December 9, 1999 or the closing of a firm commitment underwritten IPO, and were
valued at approximately $551,000 using the Black-Scholes option pricing model
with the following assumptions: a risk-free interest rate of approximately
5.6%; a contractual life of one year; no dividends; and an expected volatility
of 65%. The value of these warrants was recorded as a reduction in the value of
the Series D preferred stock. This $551,000 warrant value is being charged to
the statement of operations as a component of accretion on redeemable
convertible preferred stock through January 31, 2003. For the year ended July
31, 1999, $92,410 of accretion was recorded by the Company.

In addition, in June and July 1999, the Company entered into agreements with
two separate business partners whereby the Company agreed to issue warrants for
the purchase of common stock contingent upon the attainment of certain
performance milestones. The first agreement, signed in June 1999, provides for
the issuance of warrants exercisable for up to 50,000 shares of common stock at
an exercise price of $0.50 per share as certain performance milestones are
achieved, and expires in June 2002. Upon issuance of the warrants, the
difference between the fair value and the exercise price at the date of
achievement of the performance milestone will be recorded as an expense.

The second agreement, signed in July 1999, provides for the issuance of
warrants exercisable for up to 275,000 shares of common stock, contingent upon
the attainment of certain performance milestones and expires in July 2002. The
exercise price for these warrants shall be determined as of the date when a
specific milestone is achieved and shall be equal to the price per share
received by the Company in the most recent private equity financing round of
the Company or, following an IPO, the average trading price of the Company's
common stock over the five trading days immediately prior to the date of
issuance of these warrants. Upon issuance of the warrants, any difference
between the fair value and the exercise price at the date of achievement of the
performance milestone will be recorded as an expense.

At July 31, 1999, no performance milestones under either agreement had been met
or determined to be probable and, accordingly, no warrants have been issued or
related expense recorded.

(b) Common Stock

The Company has reserved a total of 11,813,373 shares of common stock for the
conversion of preferred stock.

The Company issues stock options which may be exercised by note or by cash to
purchase common stock at any time subsequent to issuance. Such shares of common
stock may be subject to vesting. The Company has the right to repurchase all
unvested shares at the original exercise price in the event of employee
termination. The number of shares subject to the repurchase right decreases as
the shares vest under the original option terms, generally four years. As of
July 31, 1999, there were 970,995 shares subject to repurchase at prices
ranging from $0.10 to $0.50, with a weighted-average repurchase price of $0.12
per share.

(c) 1995 Stock Option Plan

In October 1995, the Company's Board of Directors approved the 1995 Stock
Option Plan (1995 Plan) and reserved 1,000,000 shares of common stock for
issuance under the Plan. In fiscal 1996, an additional 1,000,000 shares of
common stock were approved by the Board of Directors and reserved for issuance
under the 1995 Plan. During fiscal 1997, the Board of Directors elected to
reduce the number of shares of common stock reserved under the 1995 Plan and
1,353,400, 296,448 and 28,281 shares were retired from the 1995 Plan in fiscal
1997, 1998 and 1999, respectively. The 1995 Plan provides for stock options to
be granted to employees, consultants, officers, and directors. Options may be
granted at an exercise price not less than 100% of the estimated fair market
value, as determined by the Company's Board of Directors, for incentive stock
options, and 85% of the estimated fair market value at the date of grant for
nonqualified stock options. All options are granted at the discretion of the
Company's Board of Directors and have a term not greater than ten years from
the date of grant. Options issued generally vest ratably over four years (25%
one year after the grant date and at a rate of 1/48 per month thereafter).

                                      F-12
<PAGE>

                              Vicinity Corporation

                   Notes to Financial Statements--(Continued)


(d) 1996 Incentive Stock Option Plan

In November 1996, the Company's Board of Directors approved the 1996 Incentive
Stock Option Plan (1996 Plan), which is effective for a term of ten years. The
Board of Directors reserved 809,132 shares of common stock for issuance under
the 1996 Plan at that time. During fiscal 1998 and 1999, additional shares of
common stock of 2,482,185 and 600,000, respectively, were approved by the Board
of Directors and reserved for issuance under the 1996 Plan. Options may be
granted at an exercise price not less than 100% of the estimated fair market
value, as determined by the Company's Board of Directors, for incentive stock
options, and 85% of the estimated fair market value at the date of grant for
nonqualified stock options. All options are granted at the discretion of the
Company's Board of Directors and have a term not greater than ten years from
the date of grant. Options issued generally vest ratably over four years (25%
one year after the grant date and at a rate of 1/48 per month thereafter).

(e) Accounting for Stock-Based Compensation

The Company uses the intrinsic-value method prescribed in APB No. 25 in
accounting for its stock-based compensation arrangements with employees. Stock-
based compensation expense is recognized for employee stock option grants in
those instances in which the fair value of the underlying common stock exceeds
the exercise price of the stock options at the date of grant. The Company
recorded deferred stock-based compensation expense of $1,210,800 during the
year ended July 31, 1999. Because the option grants generally vest ratably over
a four-year period, the service period over which compensation is accrued as a
charge to expense is determined separately for each 25 percent portion of the
total award, in accordance with Financial Accounting Standards Board (FASB)
Interpretation No. 28 (FIN 28). The result of applying FIN 28 is that
approximately 52% of the unearned deferred compensation will be amortized in
the first year, 27% in the second year, 15% in the third year and 6% in the
fourth year following the date of the grant. Approximately $167,000 of stock-
based compensation expense was recognized in the year ended July 31, 1999.

A summary of all stock option activity follows:

<TABLE>
<CAPTION>
                                             ----------------------------------
                                                Options               Weighted-
                                              available                 average
                                             for future      Options   exercise
                                                  grant  outstanding      price
                                             ----------  -----------  ---------
<S>                                          <C>         <C>          <C>
Balances as of July 31, 1996................  1,952,400          --   $     --
  Authorized................................    809,132          --         --
  Shares retired............................ (1,353,400)         --         --
  Options granted........................... (1,810,043)   1,810,043       0.10
  Options exercised.........................        --       (10,000)      0.10
  Options canceled..........................    805,543     (805,543)      0.10
<CAPTION>
                                             ----------  -----------  ---------
<S>                                          <C>         <C>          <C>
Balances as of July 31, 1997................    403,632      994,500       0.10
  Authorized................................  2,482,185          --         --
  Shares retired............................   (296,448)         --         --
  Options granted........................... (2,530,637)   2,530,637       0.11
  Options exercised.........................        --      (136,135)      0.10
  Options canceled..........................    516,365     (516,365)      0.11
<CAPTION>
                                             ----------  -----------  ---------
<S>                                          <C>         <C>          <C>
Balances as of July 31, 1998................    575,097    2,872,637       0.11
  Authorized................................    600,000          --         --
  Shares retired............................    (28,281)         --         --
  Options granted at fair value.............   (349,000)     349,000       0.15
  Options granted below fair value..........   (822,500)     822,500       0.42
  Options exercised.........................        --    (1,527,586)      0.13
  Options canceled..........................    452,551     (452,551)      0.10
<CAPTION>
                                             ----------  -----------  ---------
<S>                                          <C>         <C>          <C>
Balances as of July 31, 1999................    427,867    2,064,000  $    0.22
<CAPTION>
                                             ==========  ===========  =========
</TABLE>

There were 692,470 and 547,042 options exercisable as of July 31, 1998 and
1999, respectively.


                                      F-13
<PAGE>

                              Vicinity Corporation

                   Notes to Financial Statements--(Continued)

The following table summarizes information about stock options under the plans
as of July 31, 1999:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
                  Options outstanding                      Options exercisable
-------------------------------------------------------- ------------------------
                                Weighted-
                                  average      Weighted-                Weighted-
      Range of   Number of remaining life        average Number of        average
xerciseeprices      shares     (in years) exercise price    shares exercise price
---------------  --------- -------------- -------------- --------- --------------
<S>              <C>       <C>            <C>            <C>       <C>
     $0.10       1,084,500            8.0          $0.10   539,750          $0.09
      0.15         424,000            9.1           0.15     7,292           0.15
      0.20          76,500            9.6           0.20       --             --
      0.50         390,000            9.7           0.50       --             --
  0.75 to 1.25      89,000            9.9           0.77       --             --
<CAPTION>
---------------  --------- -------------- -------------- --------- --------------
<S>              <C>       <C>            <C>            <C>       <C>
 $0.10 to 1.25   2,064,000            8.7          $0.22   547,042          $0.10
<CAPTION>
===============  ========= ============== ============== ========= ==============
</TABLE>

The weighted-average fair value of employee stock options granted at fair value
during fiscal 1997, 1998 and 1999 was $0.02, $0.02, and $0.03, respectively.
The weighted average fair value of employee stock options granted below fair
value during fiscal 1999 was $1.51. The fair value of employee options granted
was estimated on the date of grant using the Black-Scholes option pricing
model. The following weighted-average assumptions were used in these
calculations: a risk-free interest rate of 6.6%, 5.6% and 5.2% for the years
ended July 31, 1997, 1998 and 1999, respectively; an expected life of six years
for the years ended July 31, 1997 and 1998 and four years for the year ended
July 31, 1999; dividend yield of 0%; and volatility of 0%.

Had compensation cost for the Company's stock-based compensation plans been
determined consistent with the fair value approach set forth in SFAS No. 123,
the Company's net losses for the years ended July 31, 1997, 1998 and 1999 would
have been as follows:

<TABLE>
<CAPTION>
                                        -------------------------------------
                                               1997         1998         1999
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
Net loss applicable to common
 stockholders - as reported............ $(6,621,474) $(2,998,581) $(6,552,893)
Pro forma stock-based compensation
 expense...............................      (4,632)     (16,735)     (37,045)
<CAPTION>
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
Net loss applicable to common
 stockholders - pro forma.............. $(6,626,106) $(3,015,316) $(6,589,938)
<CAPTION>
                                        ===========  ===========  ===========
<S>                                     <C>          <C>          <C>
Basic and diluted net loss per share:
  As reported.......................... $     (1.61) $     (0.86) $     (1.61)
<CAPTION>
                                        ===========  ===========  ===========
<S>                                     <C>          <C>          <C>
  Pro forma............................ $     (1.62) $     (0.86) $     (1.62)
<CAPTION>
                                        ===========  ===========  ===========
</TABLE>

6. Income Taxes

The Company incurred no income tax expense for the years ended July 31, 1997,
1998 and 1999. The income tax expense differed from the amounts computed by
applying the U.S. federal income tax rate of 34% to pretax income as a result
of the following:
<TABLE>
<CAPTION>
                                           -----------------------------------
                                                  1997       1998         1999
                                           -----------  ---------  -----------
<S>                                        <C>          <C>        <C>
Computed expected tax (benefit)........... $(2,121,228) $(839,729) $(1,794,799)
Current year net operating losses and
 temporary differences for which no tax
 benefit is recognized....................   2,113,848    833,315    1,782,440
Other.....................................       7,380      6,414       12,359
<CAPTION>
                                           -----------  ---------  -----------
<S>                                        <C>          <C>        <C>
                                           $       --   $     --   $       --
<CAPTION>
                                           ===========  =========  ===========
</TABLE>

                                      F-14
<PAGE>

                              Vicinity Corporation

                   Notes to Financial Statements--(Continued)


The effects of temporary differences that give rise to significant portions of
deferred tax assets as of July 31 are as follows:

<TABLE>
<CAPTION>
                                                      ------------------------
                                                             1998         1999
                                                      -----------  -----------
<S>                                                   <C>          <C>
Deferred tax assets:
 Accruals and reserves............................... $ 1,171,151  $ 2,428,136
 Net operating loss carryforwards and credits........   3,470,201    3,853,027
<CAPTION>
                                                      -----------  -----------
<S>                                                   <C>          <C>
  Total gross deferred tax assets before valuation
   allowance.........................................   4,641,352    6,281,163
Valuation allowance..................................  (4,641,352)  (6,281,163)
<CAPTION>
                                                      -----------  -----------
<S>                                                   <C>          <C>
  Net deferred tax assets............................ $       --   $       --
<CAPTION>
                                                      ===========  ===========
</TABLE>

As of July 31, 1999, the Company has available net operating losses for federal
and state income tax purposes of $9,530,784 and $6,929,414, respectively. The
federal net operating loss carryforward will expire, if not utilized, in the
year 2011. The California net operating loss carryforwards will expire, if not
utilized, in the year 2004. The Company has research credit carryforwards for
federal income tax purposes of $181,689. The Company has a valuation allowance
for the full amount of the deferred tax assets as of July 31, 1998 and 1999, as
management does not believe it is more likely than not that the value of the
assets is recoverable.

Federal and state tax laws impose substantial restrictions on the utilization
of net operating loss carryforwards in the event of an "ownership change" as
defined in Section 382 of the Internal Revenue Code. The Company has not yet
determined whether an ownership change occurred due to significant stock
transactions in each of the reporting years disclosed. If an ownership change
has occurred, utilization of the net operating loss carryforwards could be
significantly deferred.

7. Commitments

(a) Leases

The Company leases equipment and its facilities under noncancelable operating
and capital leases with expiration dates through 2003. Future minimum lease
payments under the Company's noncancelable operating and capital leases as of
July 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                       ------------------------
Year Ending                                                Capital    Operating
July 31,                                                    leases       leases
-----------                                            -----------  -----------
<S>                                                    <C>          <C>
2000.................................................. $   396,902    1,006,007
2001..................................................     308,960      156,113
2002..................................................      13,389        6,590
2003..................................................         --         3,346
<CAPTION>
                                                       -----------  -----------
<S>                                                    <C>          <C>
 Total minimum lease payments.........................     719,251  $ 1,172,056
<CAPTION>
                                                                    ===========
<S>                                                    <C>          <C>
Less amount representing interest.....................     (41,697)
<CAPTION>
                                                       -----------
<S>                                                    <C>          <C>
Present value of minimum lease payments...............     677,554
Less current portion..................................    (379,545)
<CAPTION>
                                                       -----------
<S>                                                    <C>          <C>
                                                       $   298,009
<CAPTION>
                                                       ===========
</TABLE>

Rental expense amounted to approximately $841,000, $771,000 and $1,142,000 for
the years ended July 31, 1997, 1998 and 1999, respectively. Approximately
$142,000 of rental expense was paid to Navisite, a subsidiary of CMGI, during
the years ended July 31, 1997, 1998 and 1999.

                                      F-15
<PAGE>

                              Vicinity Corporation

                   Notes to Financial Statements--(Continued)


(b) License Fees

The Company has entered into agreements with certain content providers. As of
July 31, 1999, the terms of such agreements include the following future
minimum license fees.

<TABLE>
<CAPTION>
Year Ending
July 31,
-----------
<S>                                                                   <C>
2000................................................................. $  575,146
2001.................................................................    283,956
2002.................................................................    141,667
2003.................................................................     75,000
2004.................................................................      6,575
<CAPTION>
                                                                      ----------
<S>                                                                   <C>
                                                                      $1,082,344
<CAPTION>
                                                                      ==========
</TABLE>

8. Segment Information

During fiscal 1999, the Company adopted the provisions of SFAS No. 131,
Disclosures About Segments of an Enterprise and Related Information. SFAS No.
131 requires disclosures of selected segment-related financial information
about products, major customers and geographic areas.

The Company's chief operating decision maker (CODM) is considered to be the
Company's CEO. The CODM evaluates performance, makes operating decisions and
allocates resources based on financial data consistent with the presentation in
the accompanying financial statements. Therefore, the Company operates in a
single segment for purposes of disclosure under SFAS No. 131.

The Company's revenues have been earned from customers in the United States
with the exception of approximately $8,000, $2,000, and $50,000 in revenues in
fiscal 1997, 1998, and 1999, respectively, which were earned from customers in
Europe. During fiscal 1997 and 1998, the Company had sales to one customer that
accounted for 48% and 26%, respectively, of the Company's revenues. During
fiscal 1999, the Company had sales to one customer that accounted for 11% of
revenues.

All of the Company's long-lived assets are located in the United States.

9. Related Party Transaction

As of July 31, 1998, the Company had a noninterest bearing payable to Navisite
Internet Services, a subsidiary of CMGI, for $163,686, relating to the lease of
computer equipment that was paid during fiscal 1999.

In addition to rental expense paid to Navisite, approximately $105,000, $8,000
and $49,000 was paid for data center services during the years ended July 31,
1997, 1998 and 1999.

10. Retirement Plan

Effective March 1997, the Company established a qualified 401(k) plan (the
Plan) available to all employees who meet the Plan's eligibility requirements.
Participants may elect to contribute a percentage of their compensation to the
Plan up to a statutory maximum amount. The Company may make matching
contributions to the Plan on a discretionary basis. The Company did not make
any contributions to the Plan in fiscal 1997, 1998 or 1999.

11. Subsequent Events

In August 1999, the Company signed a $4,000,000 equipment leasing agreement
with a finance company. The facility is cancellable by either party upon thirty
days notice. Equipment leased under this facility will have an initial term of
24 months from the date of equipment acceptance.

In August 1999, the Company issued an additional 350,000 shares of Series F
preferred stock for aggregate proceeds of $1,750,000.

In October 1999, the Board of Directors authorized the filing of a registration
statement with the Securities and Exchange Commission that would permit the
Company to sell shares of the Company's stock in connection with a proposed
initial public offering.

In October 1999, the Board of Directors authorized a reincorporation of the
Company in the State of Delaware.

                                      F-16
<PAGE>




[GRAPHIC--Vicinity logo in the upper left-hand corner. Text in the upper right-
hand corner reads "What Customers Have to Say About Vicinity." The body of the
graphic displays four client testimonials.]
<PAGE>




                                     [LOGO]
<PAGE>

                                    Part II

                     Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than the
underwriting discount, payable by the Registrant in connection with the sale of
the Common Stock being registered. All amounts are estimates except the SEC
registration fee, the NASD filing fees and the Nasdaq National Market listing
fee.

<TABLE>
<CAPTION>
                                                                      Amount to
                                                                       Be Paid
                                                                      ---------
   <S>                                                                <C>
   SEC registration fee..............................................   $15,985
   NASD filing fee...................................................     6,250
   Nasdaq National Market listing fee................................       *
   Legal fees and expenses...........................................       *
   Accounting fees and expenses......................................       *
   Printing and engraving............................................       *
   Blue sky fees and expenses (including legal fees).................       *
   Transfer agent fees...............................................       *
   Miscellaneous.....................................................       *
                                                                      ---------
     Total...........................................................       *
                                                                      =========
</TABLE>
  -------------------
  * To be provided by amendment.

Item 14. Indemnification of Directors and Officers

Our Certificate of Incorporation in effect as of the date hereof, and our
Restated Certificate of Incorporation to be in effect upon the closing of this
offering (collectively, the "Certificate") provides that, except to the extent
prohibited by the Delaware General Corporation Law, as amended (the "DGCL"),
the Registrant's directors shall not be personally liable to the Registrant or
its stockholders for monetary damages for any breach of fiduciary duty as
directors of the Registrant. Under the DGCL, the directors have a fiduciary
duty to the Registrant which is not eliminated by this provision of the
Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of nonmonetary relief will remain available. In
addition, each director will continue to be subject to liability under the DGCL
for breach of the director's duty of loyalty to the Registrant, for acts or
omissions which are found by a court of competent jurisdiction to be not in
good faith or involving intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
prohibited by the DGCL. This provision also does not affect the directors'
responsibilities under any other laws, such as the Federal securities laws. The
Registrant may obtain for liability insurance for its officers and directors.

Section 145 of the DGCL empowers a corporation to indemnify its directors and
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this
provision shall not eliminate or limit the liability of a director: (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the

                                      II-1
<PAGE>

personal liability of directors to the fullest extent permitted by Section
102(b)(7) of the DGCL and provides that the Registrant may fully indemnify any
person 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 civil,
criminal, administrative or investigative) by reason of the fact that such
person is or was a director or officer of the Registrant, or is or was serving
at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.

Item 15. Recent Sales of Unregistered Securities

(a) Issuances of Shares of Preferred Stock and warrants exercisable for
Preferred Stock

On December 12, 1996, the Registrant issued and sold 3,304,000 shares of its
Series C Preferred Stock to 21st Century Internet Fund, L.P., CMG@Ventures I,
L.P. and EnCompass Group, Inc.

On December 9, 1998, the Registrant issued and sold 2,300,613 shares of its
Series D Preferred Stock and warrants exercisable for up to 952,381 shares of
Series E Preferred Stock at an exercise price of $2.10 per share to Oak
Investment Partners VIII, L.P.

On March 19, 1999, the Registrant issued and sold 59,524 shares of its Series E
Preferred Stock to two individual accredited investors.

Between July 12, 1999 and August 31, 1999, the Registrant issued and sold
2,070,000 shares of its Series F Preferred Stock to EnCompass Group, Inc., 21st
Century Internet Fund, L.P. and ten other individual accredited institutional
investors.

(b) Issuances of Shares of Common Stock

On February 1, 1998, the Registrant issued 882,500 shares of its Common Stock
in consideration of Settlement and Release Agreements entered into on that day
between the Registrant and each of three former employees.

On July 27, 1998, the Registrant issued and sold 275,512 shares of its Common
Stock pursuant to the early exercise of outstanding warrants by CMG@Ventures I,
L.P.

Between July 8, 1997 and November 1, 1999, the Registrant issued and sold
2,485,625 shares of its Common Stock to 40 individuals upon exercise of
outstanding employee incentive stock options.

(c) Issuances of Options to Employees, Directors and Consultants

Between November 25, 1996 and November 1, 1999, the Registrant issued options
exercisable for 3,916,917 shares (net of cancellations) of its Common Stock
pursuant to Registrant's 1996 Incentive Stock Option Plan to 138 individuals.
Of this amount, options for 2,311,667 shares of Common Stock had been exercised
as of November 1, 1999.

The sale of the above securities were deemed to be exempt from registration
under the Securities Act in reliance on Section 4(2) of the Securities Act, or
Regulation D promulgated thereunder, or, with respect to compensatory issuances
to employees, directors and consultants, Rule 701 promulgated under Section
3(b) of the Securities Act as transactions by an issuer not involving a public
offering or transactions pursuant to compensatory benefit plans and contracts
relating to compensation as

                                      II-2
<PAGE>

provided under such Rule 701. The recipients of securities in each such
transaction represented their intentions to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the instruments
representing such securities issued in such transactions.


Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits.

<TABLE>
<CAPTION>
 Exhibit
 Number                          Description of Document
 -------                         -----------------------
 <C>     <S>
  1.1*   Form of Underwriting Agreement.
  3.1*   Certificate of Incorporation.
  3.2*   Form of Restated Certificate of Incorporation to be in effect upon the
         closing of this offering.
  3.3*   Bylaws.
  3.4*   Form of Restated Bylaws to be in effect upon the closing of this
         offering.
  4.1*   Specimen Common Stock certificate.
  5.1*   Opinion of Latham & Watkins.
 10.1    1995 Stock Option Plan.
 10.2    1996 Incentive Stock Option Plan.
 10.3*   2000 Equity Participation Plan.
 10.4*   2000 Employee Stock Purchase Plan
 10.5    Amended and Restated Registration and Information Rights Agreement,
         dated as of December 9, 1998, by and among Vicinity Corporation, Rama
         Aysola, Eddie Babcock, Timothy Bacci, James DiSanto and the investors
         named on Schedule I thereto.
 10.6    Amended and Restated Shareholders Agreement, dated as of December 9,
         1998, by and among Vicinity Corporation, Rama Aysola, Eddie Babcock,
         Timothy Bacci, James DiSanto and the investors named in Schedule I
         thereto.
 10.7    Voting Agreement, dated as of December 12, 1996, by and among Vicinity
         Corporation, Rama Aysola, Eddie Babcock, Timothy Bacci, James DiSanto
         and the investors named in Schedule I thereto.
 10.8    Employment Agreement, dated June 17, 1998, by and between Vicinity
         Corporation and Emerick M. Woods.
 10.9    Loan Agreement, dated July 14, 1999, by and between Vicinity
         Corporation and Emerick M. Woods.
 10.10   Form of 1996 Incentive Stock Option Plan Stock Option Agreement.
 10.11   Amendment to Incentive Stock Option Plan Agreement, dated August 19,
         1998, by and between Vicinity Corporation and Scott Young.
 10.12   Amendment to Incentive Stock Option Plan Agreement, dated August 19,
         1998, by and between Vicinity Corporation and David Seltzer.
 10.13   Amendment to Incentive Stock Option Plan Agreement, dated August 19,
         1998, by and between Vicinity Corporation and Mary Gavin.
 10.14+  Management Support Agreement, dated June 11, 1999, by and between
         Vicinity Corporation and Aperto Multimedia GMBH.
 10.15   Management Support Agreement dated July 27, 1999, by and between
         Vicinity Corporation and Invision AG.
 10.16*  Equipment Lease Agreement, dated July 27, 1999, by and between
         Vicinity Corporation and Compaq.
 10.17*  Equipment Lease Agreement, dated April 24, 1996, by and between
         Vicinity Corporation and Pacific Atlantic.
</TABLE>

                                      II-3
<PAGE>

<TABLE>
 <C>    <S>
 10.18+ Joint Marketing Agreement, dated June 23, 1999, by and between Vicinity
        Corporation and Prio, Inc.
 10.19+ Service and Distribution Agreement, dated June 14, 1999, by and between
        Vicinity Corporation and Inktomi Corporation.
 10.20  NaviSite Siteharbor Co-Location Services Agreement, dated June 30,
        1998, by and between Vicinity Corporation and NaviSite Internet
        Services Corporation.
 10.21  Sublease Agreement, dated October 1, 1996, by and between Vicinity
        Corporation and Attachmate Corporation.
 10.22  First Sublease Agreement Amendment, dated August 6, 1997, by and
        between Vicinity Corporation and Attachmate Corporation.
 10.23  Second Sublease Agreement Amendment, dated September 22, 1998, by and
        between Vicinity Corporation and Attachmate Corporation.
 10.24  Sub-Sublease Agreement, dated August 1, 1999, by and between Vicinity
        Corporation and E*Trade Group, Inc.
 10.25  Lease Agreement, dated August 10, 1999, by and between Vicinity
        Corporation and Gordon E. and Blanche M. Bagley.
 23.1   Consent of KPMG LLP.
 23.2*  Consent of Latham & Watkins (included in Exhibit 5.1).
 24.1   Powers of Attorney (See Signature Page on Page S-1).
 27.1   Financial Data Schedule.
</TABLE>
-------------------
+ Registrant has requested confidential treatment pursuant to Rule 406 for a
  portion of the referenced exhibit and has separately filed such exhibit with
  the Commission.

* To be supplied by amendment.

(b) Financial Statement Schedules.

  Independent Auditors' Report on Financial Statement Schedule

  Schedule II--Valuation and Qualifying Accounts

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the Underwriter at
the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriter to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.

                                      II-4
<PAGE>

The undersigned Registrant hereby undertakes that:

  (1) For purposes of determining any liability under the Securities Act of
  1933, the information omitted from the form of prospectus filed as part of
  this registration statement in reliance upon Rule 430A and contained in a
  form of prospectus filed by the registrant pursuant to Rule 424 (b)(1) or
  (4), or 497(h) under the Securities Act of 1933, shall be deemed to be part
  of this registration statement as of the time it was declared effective.

  (2) For the purpose of determining any liability under the Securities Act
  of 1933, each post-effective amendment that contains a form of prospectus
  shall be deemed to be a new registration statement relating to the
  securities offered therein, and this offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.

                                      II-5
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Palo Alto, State of
California, on this 3rd day of November, 1999.

                                       Vicinity Corporation

                                       By: /s/ Emerick M. Woods
                                         --------------------------------------
                                         Name: Emerick M. Woods
                                         Title: Chief Executive Officer

                               POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Emerick M.
Woods, David Seltzer and Scott A. Shuda, and each of them, as attorney-in-fact
with the power of substitution, for him or her in any and all capacities, to
sign any amendment to this registration statement (including post-effective
amendments and registration statements filed pursuant to Rule 462 and
otherwise), and to file the same, with exhibits thereto and other documents in
connection therewith, with the SEC, granting to said attorneys-in-fact, and
each of them individually, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as her or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact or each of them
individually, or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
/s/ Emerick M. Woods                   Chief Executive Officer     November 3, 1999
______________________________________  and Director (Principal
Emerick M. Woods                        Executive Officer)

/s/ David Seltzer                      Chief Financial Officer     November 3, 1999
______________________________________  (Principal Financial and
David Seltzer                           Accounting Officer)

                                       Chairman of the Board of    November  , 1999
______________________________________  Directors
Herbert M. Dwight, Jr.

/s/ Jonathan Callaghan                 Director                    November 3, 1999
______________________________________
Jonathan Callaghan

/s/ James J. Geddes, Jr.               Director                    November 3, 1999
______________________________________
James J. Geddes, Jr.

______________________________________ Director                    November  , 1999
Fred Gibbons

/s/ Peter Mills                        Director                    November 3, 1999
______________________________________
Peter Mills
</TABLE>

                                      S-1
<PAGE>

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
                                       Director                    November  , 1999
______________________________________
Norman Nie

/s/ Michael Sears                      Director                    November 3, 1999
______________________________________
Michael Sears

/s/ Peter Ziebelman                    Director                    November 3, 1999
______________________________________
Peter Ziebelman
</TABLE>

                                      S-2
<PAGE>

          Independent Auditors' Report on Financial Statement Schedule

The Board of Directors
Vicinity Corporation:

Under the date of September 22, 1999 except as to Note 11 for which the date is
November 2, 1999, we reported on the balance sheets of Vicinity Corporation as
of July 31, 1998 and 1999, and the related statements of operations, redeemable
convertible preferred stock and stockholders' deficit, and cash flows for each
of the years in the three-year period ended July 31, 1999, which are included
in the registration statement. In connection with our audits of the
aforementioned financial statements, we also audited the accompanying financial
statement schedule. The financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion on this
financial statement schedule based on our audit.

In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.

                                       KPMG LLP

Mountain View, California
September 22, 1999
<PAGE>

                              Vicinity Corporation

                 Schedule II--Valuation and Qualifying Accounts

<TABLE>
--------------------------------------------------------------------------------
<CAPTION>
                                            Balance Addition
                                                 at  Charged             Balance
                                          Beginning       to           at End of
Description                               of Period  Expense Deduction    Period
-----------                               --------- -------- --------- ---------
                                                     (in thousands)
<S>                                       <C>       <C>      <C>       <C>
Year ended July 31, 1997:
 Allowance for doubtful accounts.........   $   --   $   --    $   --    $   --
                                            =======  =======   =======   =======
Year ended July 31, 1998:
 Allowance for doubtful accounts.........   $   --   $   --    $   --    $   --
                                            =======  =======   =======   =======
Year ended July 31, 1999
 Allowance for doubtful accounts.........   $   --   $    80   $   --    $    80
                                            =======  =======   =======   =======
</TABLE>
<PAGE>

                                    Exhibits

<TABLE>
<CAPTION>
 Number                         Description of Document
 ------                         -----------------------
 <C>    <S>
  1.1*  Form of Underwriting Agreement.
  3.1*  Certificate of Incorporation.
  3.2*  Form of Restated Certificate of Incorporation to be in effect upon the
        closing of this offering.
  3.3*  Bylaws.
  3.4*  Form of Restated Bylaws to be in effect upon the closing of this
        offering.
  4.1*  Specimen Common Stock certificate.
  5.1*  Opinion of Latham & Watkins.
 10.1   1995 Stock Option Plan.
 10.2   1996 Incentive Stock Option Plan.
 10.3*  2000 Equity Participation Plan.
 10.4*  2000 Employee Stock Purchase Plan
 10.5   Amended and Restated Registration and Information Rights Agreement,
        dated as of December 9, 1998, by and among Vicinity Corporation, Rama
        Aysola, Eddie Babcock, Timothy Bacci, James DiSanto and the investors
        named on Schedule I thereto.
 10.6   Amended and Restated Shareholders Agreement, dated as of December 9,
        1998, by and among Vicinity Corporation, Rama Aysola, Eddie Babcock,
        Timothy Bacci, James DiSanto and the investors named in Schedule I
        thereto.
 10.7   Voting Agreement, dated as of December 12, 1996, by and among Vicinity
        Corporation, Rama Aysola, Eddie Babcock, Timothy Bacci, James DiSanto
        and the investors named in Schedule I thereto.
 10.8   Employment Agreement, dated June 17, 1998, by and between Vicinity
        Corporation and Emerick M. Woods.
 10.9   Loan Agreement, dated July 14, 1999, by and between Vicinity
        Corporation and Emerick M. Woods.
 10.10  Form of 1996 Incentive Stock Option Plan Stock Option Agreement.
 10.11  Amendment to Incentive Stock Option Plan Agreement, dated August 19,
        1998, by and between Vicinity Corporation and Scott Young.
 10.12  Amendment to Incentive Stock Option Plan Agreement, dated August 19,
        1998, by and between Vicinity Corporation and David Seltzer.
 10.13  Amendment to Incentive Stock Option Plan Agreement, dated August 19,
        1998, by and between Vicinity Corporation and Mary Gavin.
 10.14+ Management Support Agreement, dated June 11, 1999, by and between
        Vicinity Corporation and Aperto Multimedia GMBH.
 10.15  Management Support Agreement dated July 27, 1999, by and between
        Vicinity Corporation and Invision AG.
 10.16* Equipment Lease Agreement, dated July 27, 1999, by and between Vicinity
        Corporation and Compaq.
 10.17* Equipment Lease Agreement, dated April 24, 1996, by and between
        Vicinity Corporation and Pacific Atlantic.
 10.18+ Joint Marketing Agreement, dated June 23, 1999, by and between Vicinity
        Corporation and Prio, Inc.
 10.19+ Service and Distribution Agreement, dated June 14, 1999, by and between
        Vicinity Corporation and Inktomi Corporation.
 10.20  NaviSite Siteharbor Co-Location Services Agreement, dated June 30,
        1998, by and between Vicinity Corporation and NaviSite Internet
        Services Corporation.
</TABLE>
<PAGE>

<TABLE>
 <C>   <S>
 10.21 Sublease Agreement, dated October 1, 1996, by and between Vicinity
       Corporation and Attachmate Corporation.
 10.22 First Sublease Agreement Amendment, dated August 6, 1997, by and between
       Vicinity Corporation and Attachmate Corporation.
 10.23 Second Sublease Agreement Amendment, dated September 22, 1998, by and
       between Vicinity Corporation and Attachmate Corporation.
 10.24 Sub-Sublease Agreement, dated August 1, 1999, by and between Vicinity
       Corporation and E*Trade Group, Inc.
 10.25 Lease Agreement, dated August 10, 1999, by and between Vicinity
       Corporation and Gordon E. and Blanche M. Bagley.
 23.1  Consent of KPMG LLP.
 23.2* Consent of Latham & Watkins (included in Exhibit 5.1).
 24.1  Powers of Attorney (See Signature Page on Page S-1).
 27.1  Financial Data Schedule.
</TABLE>
-------------------
+ Registrant has requested confidential treatment pursuant to Rule 406 for a
  portion of the referenced exhibit and has separately filed such exhibit with
  the Commission.

* To be supplied by amendment.
[{"type": "S-1", "sequence": "1", "description": "FORM S-1", "secsgml_size_bytes": 337632}]
{"company-data": {"conformed-name": "VICINITY CORP", "cik": "0001029784", "assigned-sic": ""}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-90253", "film-number": "99740477"}, "business-address": {"street1": "1135 A SAN ANTONIO ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}, "mail-address": {"street1": "1135 A SAN ANTONIO ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}}
As filed with the Securities and Exchange Commission on November 3, 1999
                                                     Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                ---------------
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                ---------------
                             Vicinity Corporation
            (Exact name of registrant as specified in its charter)

                                ---------------
Delaware                      7374                         77-0414631
  (State or other       (Primary Standard Industrial          (I.R.S. Employer
   jurisdiction of      Classification Code Number)        Identification Number)
  incorporation or
    organization)
1135A San Antonio Road
                          Palo Alto, California 94303
                                (650) 237-0300
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                               Emerick M. Woods
                            Chief Executive Officer
                             Vicinity Corporation
                            1135A San Antonio Road
                          Palo Alto, California 94303
                                (650) 237-0300
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                                  Copies to:
Christopher L. Kaufman, Esq.                          Bruce Dallas, Esq.
           Anthony J. Richmond, Esq.                          Davis Polk & Wardwell
                Latham & Watkins                               450 Lexington Avenue
             135 Commonwealth Drive                          New York, New York 10017
          Menlo Park, California 94025                            (212) 450-4000
                 (650) 328-4600
---------------

  Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective.
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Proposed Maximum           Amount of
Title of Each Class of Securities to be Registered    Aggregate Offering Price(1)(2) Registration Fee(2)
--------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value.......................                     $57,500,000             $15,985
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) Includes shares that the Underwriters have the option to purchase solely
    to cover over-allotments, if any.
(2) Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as
    amended, solely for the purpose of computing the amount of the
    registration fee.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the Se- +
+curities and Exchange Commission is effective. This prospectus is not an of-  +
+fer to sell these securities, and we are not soliciting offers to buy securi- +
+ties, in any state where the offer or sale is not permitted.                  +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Prospectus                   Subject To Completion,
                             Dated November 3, 1999

                                       Shares

                                     [LOGO]

                              Vicinity Corporation

                                  Common Stock

This is the initial public offering by Vicinity Corporation of shares of its
common stock.

We have filed an application to qualify the common stock for quotation on the
Nasdaq National Market under the symbol "VCNT." We estimate that the initial
public offering price will be between $     and $     per share.

Investing in our common stock involves material risks. See "Risk Factors"
beginning on page 6.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

--------------------------------------------------------------------------------
Price to       Underwriting   Proceeds to
            Public         Discounts      Vicinity
-----------------------------------------------------
Per Share   $              $              $
-----------------------------------------------------
Total       $              $              $
-----------------------------------------------------
We have granted the underwriters the right to purchase up to an additional
shares of common stock to cover over-allotments.

J.P. Morgan & Co.

               Bear, Stearns & Co. Inc.

                                                     U.S. Bancorp Piper Jaffray

         , 2000
[GRAPHIC- Vicinity logo in the upper left-hand corner. A picture of shoppers in
a store is under logo. Text in the upper right-hand corner reads "Vicinity
drives customers to the world's leading brands." The lower half of the page has
a white rectangle with the logos of some of Vicinity's clients.]

[GRAPHIC- Text across the top reads "Vicinity Reaches Customers Anytime.
Anywhere." Beneath that, text line reads "A day in the life of Vicinity
Customers" and shows five scenarios of how consumers can use Vicinity's
products.]
Table of Contents
Page
Prospectus Summary.....................    1
Risk Factors...........................    6
Forward-Looking Statements.............   17
Use of Proceeds........................   18
Dividend Policy........................   18
Capitalization.........................   19
Dilution...............................   20
Selected Financial Data................   21
Management's Discussion and Analysis
 of Financial Condition and Results
 of Operations.........................   22
Page
Business...................................................................   29
Management.................................................................   46
Principal Stockholders.....................................................   55
Certain Transactions.......................................................   57
Description of Capital Stock...............................................   58
Shares Eligible for Future Sale............................................   61
Underwriting...............................................................   63
Legal Matters..............................................................   65
Experts....................................................................   65
Additional Information.....................................................   65
Index to Financial Statements..............................................  F-1
---------------

In deciding whether to buy our common stock, you should rely only on the
information contained in this prospectus. To understand this offering fully,
you should read this entire prospectus carefully, including the financial
statements and notes. Individual sections of this prospectus, such as the
section entitled "Prospectus Summary," are not complete and do not contain all
of the information that you should consider before investing in our company. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus regardless of the time of delivery of this
prospectus or of any sale of our common stock.

Until    , 2000, all dealers that buy, sell or trade our common stock, whether
or not participating in this offering, may be required to deliver a prospectus.
This requirement is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

                                ---------------
Prospectus Summary

This summary highlights information found in greater detail elsewhere in this
prospectus. This summary is not complete and does not contain all of the
information that you should consider before investing in our common stock. We
urge you to read the entire prospectus carefully, especially the risks of
investing in our common stock discussed under "Risk Factors," before you decide
to buy our common stock.

Our Business

We are a leading provider of Internet-based marketing infrastructure services.
Our "clicks-and-mortar" solutions enable our clients to direct consumers
searching for a specific product or service to the nearest brick-and-mortar
location that carries that product or service. We have over 250 clients with an
aggregate of more than 2.5 million real world store locations. Our growing
client list includes leading companies in a number of industry segments such as
Barnes & Noble, Marriott, McDonald's, Mercedes-Benz and Nike.

While use of the Internet continues to grow rapidly and consumers are
increasingly going online to research products and services, an estimated 99%
of all retail transactions still take place at traditional brick-and-mortar
retail stores. We believe the reasons for the continuing preference for
shopping at retail stores include the ability to physically inspect and compare
products, the possibility of same-day fulfillment and the relative ease with
which products can be returned to the store where purchased. In addition, many
merchants, such as restaurants, hotels and gas stations, offer goods and
services that cannot be provided online. Jupiter Communications Inc., an
industry research firm, has stated that the key to success for retailers in the
Internet age will be to find compelling ways to direct consumers researching
products online to the nearest brick-and-mortar store where they can complete a
purchase.

We provide a suite of Internet-based marketing infrastructure services designed
to help our clients turn Web traffic into store traffic. We host our clients'
store location and product information and deliver that information to
potential customers on demand via the Internet, land-line telephones, wireless
telephones and other wireless devices. We can also provide information to
potential customers concerning which items are regularly stocked at given
locations and what promotions are being offered by participating merchants.

Using our services, our clients are able to:

    . Direct visitors from our clients' Web sites to the nearest store
      location carrying our clients' products or services. For example, Levi
      Strauss uses our Web Business Finder to direct customers from its Web
      site located at www.levi.com to the nearest store that stocks a
      selected model of Levi's blue jeans.

    . Provide customers with store and product location information via
      telephone or wireless devices such as the Palm VII. For example, The
      Wherehouse, Inc. uses our Telephone Business Finder to direct callers
      to its toll-free number, 1-800-WHEREHOUSE, to the nearest Wherehouse
      retail music store.

    . Create a unique Web presence and extend local store-specific
      promotions while maintaining brand integrity. For example, CarClub.com
      uses our SiteMaker to permit each of its member locations to customize
      individual Web sites with information such as store hours and special
      promotions while maintaining control over CarClub.com's brand
      integrity through the use of standard templates.
. Provide customers with timely incentives designed to motivate
      purchases. Through our relationship with Prio, Inc., our clients can
      extend an "Act Now!" promotional message to potential customers
      through a credit card rebate system that eliminates the need for paper
      coupons and mail-in receipts.

    . Extend their Web presence through our partnerships with Inktomi
      Corporation, ShopNow.com, Inc. and other Internet portals and search
      engines. For example, a consumer submitting a search request to a
      participating search engine will receive a list generated by our
      BrandFinder of nearby stores that carry the desired product.

Our Strategy

We intend to enhance our position as a leading provider of Internet-based
marketing infrastructure services that enable our clients to direct consumers
to real world retail locations. Key elements of our strategy include the
following:

    . expand our client base of large companies with established consumer
      brands;

    . enhance our relationships with existing clients;

    . continue to develop relationships with strategic technology and
      distribution partners;

    . expand our international presence;

    . expand our service offerings; and

    . develop our transactional revenue model to receive payments based on
      leads generated by, and actual sales resulting from, our services.

Our Organization

Our principal executive offices are located at 1135A San Antonio Road, Palo
Alto, California 94303, and our telephone number is (650) 237-0300. Our
corporate Web site is located at www.vicinity.com. The information contained on
our Web site does not constitute a part of this prospectus.

                                       2
The Offering
Common stock offered............................         shares
 Common stock outstanding after this offering....         shares
 Use of proceeds................................. We intend to use the net
                                                  proceeds of this offering to
                                                  expand our sales and
                                                  marketing resources,
                                                  including expanding our
                                                  business in Europe and Asia,
                                                  to develop new technologies
                                                  and products and to use the
                                                  balance of the proceeds for
                                                  working capital and other
                                                  general corporate purposes.
 Proposed Nasdaq National Market symbol.......... "VCNT"
The     shares of common stock outstanding after this offering is based on the
5,287,667 shares of common stock outstanding at July 31, 1999 and includes the
following:

  . the conversion of all outstanding shares of our convertible preferred
    stock into 11,813,373 shares of common stock upon the closing of this
    offering; and

  . the issuance of 952,381 shares of common stock upon the conversion of
    shares of Series E Preferred Stock issuable to Oak Investment Partners
    VIII, L.P. and Oak VIII Affiliates Fund, L.P. in respect of outstanding
    warrants with an exercise price of $2.10 per share.

The shares of common stock outstanding after this offering exclude the
following:

  . 2,064,000 shares of common stock issuable upon exercise of outstanding
    stock options under our 1995 Stock Option Plan and 1996 Incentive Stock
    Option Plan with a weighted average exercise price of $0.22 per share;
    and

  .       shares of common stock issuable upon exercise of stock options to
    be granted contemporaneously with the closing of this offering under our
    2000 Equity Participation Plan with an exercise price equal to the price
    to public listed on the cover of this prospectus.

Please see "Management--Employee Benefit Plans" and "Description of Capital
Stock."

                   Conventions Which Apply to this Prospectus

Unless we indicate otherwise, all information in this prospectus reflects the
following:

  . our reincorporation in Delaware from California approved in October 1999
    and effective in November 1999;

  . the conversion of all outstanding shares of our convertible preferred
    stock into 11,813,373 shares of common stock upon the closing of this
    offering;

  . the issuance of 952,381 shares of common stock upon the conversion of
    shares of Series E Preferred Stock issuable to Oak Investment Partners
    VIII, L.P. and Oak VIII Affiliates Fund, L.P. in respect of outstanding
    warrants with an exercise price of $2.10 per share; and

  . no exercise by the underwriters of their over-allotment option to
    purchase up to        additional shares of common stock.

                                       3
References in this prospectus to Vicinity, the "company," "we," "our" and "us"
refer to Vicinity Corporation, a Delaware corporation. References to the
offering refer to the initial public offering of our common stock being made by
this prospectus, and references to fiscal years refer to the fiscal year of our
company ended on July 31 of that year. We were incorporated as a California
corporation in October 1995 and reincorporated as a Delaware corporation in
November 1999. Vicinity(R) and MapBlast!(R) are registered marks of our
company. Each trademark, trade name or service mark of any other company
appearing in this prospectus belongs to its holder.

                                       4
Summary Financial Information

The following table sets forth summary financial data for our company. You
should read this information together with our financial statements and the
notes to those statements appearing elsewhere in this prospectus and the
information under "Selected Financial Data" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations." The pro forma data
set forth below give effect to the following:

    .  the conversion of all outstanding shares of our redeemable
       convertible preferred stock into 11,813,373 shares of common stock
       upon the closing of this offering; and

    .  the issuance of 952,381 shares of common stock upon the conversion of
       shares of Series E Preferred Stock issuable to Oak Investment
       Partners VIII, L.P. and Oak VIII Affiliates Fund, L.P. in respect of
       outstanding warrants with an exercise price of $2.10 per share.

The pro forma as adjusted data set forth below are further adjusted to give
effect to the sale by our company of the shares of common stock offered hereby
and the application of the proceeds from this offering at an assumed initial
public offering price of $    per share and after deducting underwriting
discounts and the estimated offering expenses payable by us.
-----------------------------------
                                                   Year Ended July 31,
                                            -----------------------------------
                                                   1997        1998        1999
In thousands, except per share data         -----------  ----------  ----------
Statement of Operations Data:
Revenues:
 License and hosting fees.................  $     1,419  $    4,386  $    5,657
 Service and transaction fees.............          --          424         767
                                            -----------  ----------  ----------
  Total revenues..........................        1,419       4,810       6,424
Gross profit (loss).......................         (557)      1,963       2,475
Loss from operations......................       (6,347)     (2,469)     (5,464)
Net loss..................................       (6,238)     (2,481)     (5,515)
Net loss applicable to common
 stockholders.............................       (6,621)     (2,999)     (6,553)
Basic and diluted net loss per share......  $     (1.61) $    (0.86) $    (1.61)
Weighted average shares outstanding used
 in basic and diluted net loss per share
 calculation..............................        4,102       3,503       4,080
Pro forma basic and diluted net loss per
 share (1)................................                           $    (0.50)
Weighted average shares outstanding used
 in pro forma basic and diluted net loss
 per share calculation (1)................                               13,151
-----------------------------------
                                                   As of July 31, 1999
                                            -----------------------------------
                                                                      Pro Forma
                                                                             As
                                                 Actual   Pro Forma    Adjusted
                                            -----------  ----------  ----------
In thousands
Balance Sheet Data:
Cash and cash equivalents.................  $     9,060  $   11,060
Working capital...........................        4,220       6,220
Total assets..............................       13,203      15,203
Deferred revenue..........................        4,955       4,955
Capital lease obligations, excluding
 current portion..........................          298         298
Redeemable convertible preferred stock and
 warrants.................................       21,403         --
Total stockholders' equity (deficit)......  $   (16,569) $    6,834
------------------
(1) The pro forma basic and diluted net loss per share reflect the effect of
    the conversion of the weighted average number of shares of the redeemable
    convertible preferred stock as if the shares were converted as of the date
    of issuance.

                                       5
Risk Factors

Any investment in our common stock involves a high degree of risk. You should
consider carefully the following information about these risks, together with
the other information contained in this prospectus, before you decide to buy
our common stock. If any of the following risks actually occurs, our business,
results of operations or financial condition would likely suffer. In any such
case, the market price of our common stock could decline, and you may lose all
or part of the money you paid to buy our common stock.

Risks Related to our Business

Our business is difficult to evaluate because we have a limited operating
history.

Our company was founded in October 1995, and our initial revenues were derived
from providing maps, driving directions and directory services. In early 1997,
we refocused our business strategy on our Business Finder service. Accordingly,
we have a limited operating history from which you can evaluate our present
business and future prospects. As a relatively new entrant to the Internet-
based marketing services business, we face risks and uncertainties relating to
our ability to implement our business plan successfully. Our prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets such as the Internet. If we are
unsuccessful in addressing these risks and uncertainties, our business, results
of operations, financial condition and prospects will be materially adversely
affected.

We have a history of losses and negative cash flows and anticipate continued
net losses because we intend to continue to invest in developing our business.

We have not generated enough revenues to exceed the substantial amounts we have
spent to develop our business. We incurred a net loss of approximately $5.5
million in fiscal 1999, $2.5 million in fiscal 1998 and $6.2 million in fiscal
1997. As of July 31, 1999, we had an accumulated deficit of approximately $15.1
million. We expect to continue to lose money for the foreseeable future because
we plan to continue to incur significant expenses as we expand our sales and
marketing resources, including expanding our business in Europe and Asia, and
develop new technologies and products. Moreover, we base current and future
expense levels on our operating plans and our estimates of future revenues. If
our revenues grow at a slower rate than we anticipate, or if our spending
exceeds our expectations or cannot be adjusted to reflect slower revenue
growth, we may not generate sufficient revenues to achieve profitability. If we
do achieve profitability, we may be unable to sustain or increase profitability
on a quarterly or annual basis in the future.

Our business is subject to quarterly fluctuations in operating results which
may negatively impact the price of our common stock.

Our quarterly net loss was approximately $2.4 million for the fiscal quarter
ended July 31, 1999, $1.5 million for the fiscal quarter ended April 30, 1999
and $0.9 million for the fiscal quarter ended January 31, 1999. Our quarterly
operating results may fluctuate significantly in the future due to a variety of
factors. These factors include the following, which are generally outside of
our control:

    . competition in the markets for our services;

    . the demand for Internet-based marketing infrastructure services and
      seasonal trends relating to marketing spending;

    . our ability to protect our systems from telecommunications failures,
      power loss or equipment or software-related system failures; and

    . economic conditions specific to the Internet as well as general
      economic and market conditions.

                                       6
Other factors which may cause our quarterly operating results to fluctuate
significantly which are at least partially under our control include:

    . the rate of new customer acquisitions;

    . whether revenues related to new customer acquisitions are recognized
      currently or deferred over future time periods;

    . the timing and effectiveness of our development of new services;

    . the timing and effectiveness of potential strategic alliances; and

    . changes in our operating expenses.

In addition, our operating expenses are based on our expectations of our future
revenues and some of our operating expenses are relatively fixed in the short
term, including personnel costs, data support expenses and the cost of
licensing necessary information. We may be unable to reduce our expenses
quickly enough to offset any revenue shortfall, which would have a material
adverse effect on our business, operating results and financial condition.

Due to all of the foregoing factors and the other risks discussed in this
section, you should not rely on quarter-to-quarter comparisons of our operating
results as an indication of future performance. It is possible that in some
future periods our quarterly operating results may fall below the expectations
of public market analysts and investors. In this event, the price of our common
stock is likely to fall.

Demand and market acceptance of Internet marketing solutions is uncertain.

Our future success is highly dependent on an increase in the use of the
Internet as a marketing medium. The market for Internet-based marketing
services is new and rapidly evolving, and it cannot yet be compared with
traditional marketing media to gauge its effectiveness. Companies that have
historically relied on traditional marketing methods may be reluctant or slow
to adopt online marketing. As a result, demand and market acceptance for
Internet-based marketing solutions is uncertain. Many of our current and
potential clients have little or no experience using the Internet for marketing
purposes and may allocate only a limited portion of their marketing budgets to
the Internet. Companies that have invested substantial resources in traditional
methods of marketing may be reluctant to reallocate those resources to online
marketing. In addition, companies that have invested a significant portion of
their marketing budget in online marketing may decide after a time to return to
more traditional methods if they find that online marketing is a less effective
method of promoting their products and services than traditional marketing
methods. If demand for Internet-based marketing services fails to develop or
develops more slowly than we expect, we may not generate sufficient revenues to
achieve profitability.

We will continue to dedicate significant resources toward developing new
clients in Europe and Asia; any success in these efforts may prove not to have
been worth the associated expense.

Our current business plan includes expanding into Europe and Asia. To date, we
have limited experience in marketing our services internationally, and we
cannot predict our success in these international markets. In order to expand
overseas, we intend to enter into relationships with foreign businesses, and we
cannot predict whether those relationships will be successful. Our plans to
expand internationally are subject to inherent risks, including:

    . the impact of economic fluctuations in economies outside of the United
      States;

    . greater difficulty in accounts receivable collection and longer
      collection periods;

    . unexpected changes in regulatory requirements, tariffs and other trade
      barriers;

                                       7
. difficulties and costs of staffing and managing foreign operations due
      to distance, as well as language and cultural differences;

    . political instability, currency exchange fluctuations and potentially
      adverse tax consequences; and

    . reduced protection for intellectual property rights outside the United
      States.

We cannot predict whether the expansion of our business internationally will be
successful. The results of our efforts may prove not to have been worth the
associated expense and opportunity cost.

Historically, we have depended on a limited number of services for most of our
revenues.

Historically, we have derived most of our revenues from our Web Business
Finder, maps, driving directions and directory services, which represented
approximately 86% of our revenues in fiscal 1999 and 91% of our revenues in
fiscal 1998. Our results of operations would be materially and adversely
affected by a reduction in demand or a change in the pricing structure for
these services.

We have relied on our ability to sell existing customers additional services to
generate revenue and the continued growth of our business depends on our
ability to continue to do so in the future.

Much of our past sales growth is the result of selling additional services to
existing clients. Our growth strategy depends on the introduction of new
services that we hope to sell to our existing clients. We cannot assure you
that we can develop any of these new services in a cost-effective and timely
manner, and we have insufficient experience with these new service offerings to
know whether they will be well received by our clients. Any new service we
introduce that is not favorably received could damage our relationships with
our clients. If our existing clients decide to maintain their current level of
service and not upgrade for additional services, we will fall short of our
projected sales and would have to cultivate new sales opportunities, which may
be expensive and might not materialize. In fiscal 1999, AutoTrader.com
accounted for approximately 10% of our revenues.

The pricing for our services is uncertain because our business is changing
rapidly as are the services that we provide.

Our current business model is to provide marketing infrastructure services to
our business clients. We may not achieve an acceptable level of profitability,
or become profitable at all, if our clients' marketing executives do not
perceive that the use of our services will improve the effectiveness of their
marketing campaigns or if they are otherwise unable to generate a significant
return on investment from using our products and services. Internet-based
marketing services are relatively new and unproven, and we cannot assure you
that they will achieve widespread customer acceptance. To be successful, we
must adapt to our rapidly changing market by continually enhancing the
technologies used in our services and introducing new technology to address the
changing needs of our clients. Under our current pricing structure, clients pay
for our services through set-up and annual fees. There is a risk that
competition with respect to products and services we provide will eventually
result in very low prices for our products and services. If we are unable to
maintain an adequate pricing structure, our business, financial condition and
results of operations would be materially adversely affected.

Our business is dependent on the continuous, reliable and secure operation of
our databases and the related services that we provide, and a system failure
could negatively impact our business.

Our operations are dependent on our ability to maintain our databases, servers
and communications equipment in effective working order and to protect them
from fire, natural disaster, sabotage, power loss, telecommunications failure,
human error or similar events. Although we maintain back-up data at

                                       8
a second site, a system failure or natural disaster could significantly disrupt
our operations. Any system failure, including a network, software or hardware
failure, that causes an interruption in the performance of our products and
services or a decrease in responsiveness of our services could result in lost
clients, reduced revenue and harm to our reputation. Despite the implementation
of security measures and standard operating procedures, our infrastructure may
also be vulnerable to computer viruses, hackers, human error or similar
problems caused by our employees, clients or Internet users. A party who is
able to circumvent our security measures could misappropriate proprietary
database information or cause interruptions in our operations. As a result, we
may be required to expend significant capital and other resources to help
protect against such security breaches or to alleviate problems caused by such
breaches. Our insurance may not adequately compensate us for any losses that
may occur due to any failure in our system or interruption in our service. In
addition, the growth of our business may strain the capacity of our computers
and telecommunications systems. If we are unable to maintain or upgrade our
systems, they could fail or suffer a degradation in performance. Any damage,
failure or delay that causes significant interruption in our databases or other
systems would have a material adverse effect on our business.

Our current business plan depends in significant part on third party
relationships, many of which are short-term or terminable.

We presently rely on our arrangements with strategic partners, including
Inktomi and Prio to provide key services, marketing opportunities,
technologies, clients and users. These arrangements can be terminated by our
partners in some circumstances. If our relationships with our strategic
partners were terminated, we would have to adapt our operations or business
plan, which may take time and may interrupt the provision of affected services.
In addition, many companies that we may approach for a strategic relationship
in the future may have conflicting relationships with others. As a result,
these companies may be reluctant to enter into strategic relationships with us.
Our business, operating results and financial condition could be materially and
adversely affected if we do not establish additional, and maintain existing,
strategic relationships on commercially reasonable terms or if our strategic
relationships do not result in an increase in the number of users of our
services. In addition, strategic relationships may be difficult to implement
and may not provide the anticipated benefits.

We are dependent on a limited number of third parties for a significant portion
of our geographic data.

Our products and services rely on the availability and accuracy of geographic
data. We have licensed a significant portion of our geographic data from a
limited number of sources through non-exclusive, short-term contractual
arrangements. If any of these third parties were to merge or be acquired, the
number of sources providing this geographic data would be further reduced.
Given the short terms of our geographic data licenses, we will have to
renegotiate our contracts in the foreseeable future which may result in
contractual terms that are not as favorable to us as our existing data
licenses. If we cannot maintain these data licenses or any other third-party
license arrangement on commercially reasonable terms, the accuracy of our
services may suffer. As a result, the marketability of our products and
services would be reduced.

The success of our business depends on the speed with which we generate
responses to queries and the accuracy of the information that we provide.

The accuracy of our services is substantially dependent on the accuracy of data
that we license from third parties. If we are unable to generate responses
quickly or if the responses we generate are not accurate, we may experience a
decline in the number of users of our services. We plan to update our
geographic databases periodically. However, in view of the complexity of
updating multiple databases, revising software and the need to obtain
geographic data for address information from third parties, we

                                       9
may not be able to perform these updates as planned. This could harm our
business, financial condition and results of operations.

We have recently experienced and currently anticipate rapid growth in our
business, and any inability to manage this growth could harm our business.

In order to execute our business plan, we must grow significantly. The number
of our employees grew from 49 as of October 31, 1998 to 112 as of October 31,
1999. We expect that the number of our employees will continue to increase for
the foreseeable future, in particular with respect to persons engaged in
product development, professional services and sales activities. This growth
has placed, and our anticipated future growth combined with the requirements we
will face as a public company will continue to place, a significant strain on
our management systems and resources. We expect that we will need to continue
to improve our financial and managerial controls and reporting systems and
procedures. We will also need to continue to expand and maintain close
coordination among our technical, finance, sales and marketing groups.

We will not be able to execute our business plan if we cannot increase our
direct and indirect sales channels.

We will need to expand substantially our direct and indirect sales operations,
both domestically and internationally, in order to increase market awareness
and sales of our products. Our products and services require a sophisticated
sales effort targeted at several people within our prospective clients'
organizations. We have recently expanded our direct sales force and plan to
hire additional sales personnel. Competition for qualified sales personnel is
intense, and we might not be able to hire the kind and number of sales
personnel we are targeting. In addition, we believe that our future success is
dependent upon establishing and maintaining productive relationships with a
variety of distribution partners, resellers, systems integrators and joint
marketing partners. We cannot be sure that we will be successful in signing up
desired partners or that our partners will devote adequate resources or have
the technical and other sales capabilities to sell our products.

Similarly, the complexity of our products and the difficulty of installing them
require highly trained customer service and support personnel. We currently
have a small customer service and support organization, and we will need to
increase our staff to support new services, new customers and the expanding
needs of existing customers. Competition for customer service and support
personnel is intense in our industry due to the limited number of people
available with the necessary technical skills and understanding of the
Internet.

Acquisitions or strategic investments may disrupt or otherwise have a negative
impact on our business.

We may acquire or make investments in complementary businesses, technologies,
services or products, or enter into strategic partnerships with parties who can
provide access to those assets, if appropriate opportunities arise. From time
to time we have had discussions and negotiations with companies regarding our
acquiring, investing in or partnering with their businesses, products, services
or technologies, and we regularly engage in such discussions and negotiations
in the ordinary course of our business. Some of those discussions also
contemplate the other party making an investment in our company. We may not
identify suitable acquisition, investment or strategic partnership candidates,
or if we do identify suitable candidates, we may not complete those
transactions on commercially acceptable terms or at all. If we acquire another
company, we could have difficulty in assimilating that company's personnel,
operations, technology and software. In addition, the key personnel of the
acquired company may decide not to work for us. If we make other types of
acquisitions, we could have difficulty in integrating the acquired products,
services or technologies into our operations. These

                                       10
difficulties could disrupt our ongoing business, distract our management and
employees and increase our expenses. Furthermore, we may incur indebtedness or
issue equity securities to pay for any future acquisitions. The issuance of
equity securities would dilute the ownership interests of the holders of our
common stock. As of the date of this prospectus, we have no agreement to enter
into any material investment or acquisition transaction.

We face competition and may face future competition from companies with
different revenue models.

We may be unable to compete successfully with current or future competitors. We
face competition from many companies, both traditional and online. Increased
competition could result in price reductions for our services, reduced gross
margins and loss of our market share.

Many of our existing competitors, as well as potential future competitors, have
longer operating histories, greater name recognition, larger customer bases and
significantly greater financial, technical and marketing resources than our
company. These advantages may allow them to respond more quickly and
effectively to new or emerging technologies and changes in customer
requirements. It may also allow them to engage in more extensive research and
development, undertake farther-reaching marketing campaigns, adopt more
aggressive pricing policies and make more attractive offers to potential
employees and strategic partners. One or more of these companies could adopt a
different revenue model which could allow them to charge fees that are lower
than ours in order to attract clients. In addition, current and potential
competitors have established or may establish cooperative relationships among
themselves or with third parties to increase the ability of their products or
services to address the needs of our current and prospective clients.

Online marketing is a rapidly developing industry, and new types of products
and services may emerge that are more attractive to consumers and marketers
than the types of services we offer. As a result, it is possible that new
competitors may emerge and rapidly acquire significant market share. See
"Business--Competition."

Without the continued growth in use of the Internet and wireless devices, we
may not experience a significant portion of the growth currently anticipated.

Our future success is substantially dependent upon continued growth and use of
the Internet and wireless devices such as cellular telephones. Rapid growth in
the use of and interest in the Internet and wireless devices is a relatively
recent phenomenon, and there can be no assurance that use of the Internet and
wireless devices will continue to grow at their current rates. Internet usage
may be inhibited for any of the following reasons:

    . the inability of Web sites to provide security and authentication of
      confidential information contained in transmissions over the Internet;
      and

    . the inability of Web sites to respond to privacy concerns of potential
      users, including concerns related to the placement by Web sites of
      information, so-called cookies, on a user's hard drive without the
      user's knowledge or consent.

Even if the Internet and wireless services continue to experience significant
growth in the number of users and level of use, we cannot assure you that the
Internet and wireless services infrastructures will continue to be able to
support the demands placed upon them by such growth. Our success and the
viability of the Internet and wireless services as information media and
commercial marketplaces will depend in large part upon the development of
robust telecommunications infrastructure for providing Internet access and
carrying Internet and wireless traffic. If the use of the Internet and wireless
services do not continue to grow, if the necessary telecommunications
infrastructure or complementary

                                       11
products are not developed or do not effectively support growth that may occur
or if the Internet and wireless services do not become viable information media
and commercial marketplaces, we may not experience a significant portion of the
growth currently anticipated and our business, financial condition and results
of operations would be materially and adversely affected.

In order to execute our growth plan we must attract, retain and motivate highly
skilled employees.

Our future success depends on our ability to attract, train, motivate and
retain highly skilled employees. Competition for employees among Internet and
software companies is intense, particularly in the Silicon Valley area in which
our headquarters are located. We may be unable to retain our key employees or
attract, assimilate or retain other highly qualified employees in the future.
We have from time to time in the past experienced, and we expect to continue to
experience in the future, difficulty in hiring and retaining highly skilled
employees with appropriate qualifications. The inability to attract additional
qualified personnel could disrupt the implementation of our growth strategy
upon which the success of our business depends.

The acceptance and effectiveness of the Internet as a medium for consumer
transactions is not yet fully established.

The future success of a number of our products and services is dependent in
large part on an increase in the use of the Internet for business transactions
with consumers. The electronic commerce market is new and rapidly evolving and
the extent of consumer acceptance of the Internet is uncertain. If a
sufficiently broad base of consumers do not accept the use of the Internet for
transacting business, our business, financial condition and results of
operations could be materially and adversely affected.

If we fail to protect our intellectual property rights or face a claim of
intellectual property infringement by a third-party, we could lose our
intellectual property rights or be liable for significant damages.

Our success depends significantly upon our proprietary technology. We currently
rely on a combination of copyright and trademark laws, trade secrets,
confidentiality procedures and contractual provisions to protect our
proprietary rights. Our employees are generally required to execute
confidentiality and assignment agreements which transfer any rights they may
have in copyrightable works or patentable technologies to us. In addition,
prior to entering into discussions with strategic partners, we generally
require that such parties enter into a non-disclosure agreement. If these
discussions result in a license or other business relationship, we also
generally require that the agreement setting forth the parties' respective
rights and obligations include provisions for the protection of our
intellectual property rights. Our failure to enter into such agreements when
appropriate or our inability to enforce our rights under one or more of these
agreements could jeopardize our ability to protect our intellectual property.
This could materially and adversely affect our business.

We have applied for registration of certain service marks and trademarks,
including "Vicinity," "Business Finder" and "MapBlast!," in the United States
and in other countries, and will seek to register additional service marks and
trademarks, as appropriate. There can be no assurance that we will be
successful in obtaining the service marks and trademarks for which we have
applied. There can be no assurance that any patent with respect to our
technology will be granted or that if granted such patent will not be
challenged or invalidated. There also can be no assurance that we will develop
proprietary products or technologies that are patentable, that any issued
patent will provide us with any competitive advantages or will not be
challenged by third parties, or that the patents of others will not have a
material adverse effect on our ability to conduct business. Despite our efforts
to protect our proprietary rights, unauthorized parties may copy aspects of our
products or services or obtain and use

                                       12
information that we regard as proprietary. The laws of some foreign countries
do not protect proprietary rights to as great an extent as do the laws of the
United States, and we do not currently have any patents or patent applications
pending in any foreign country. There can be no assurance that our means of
protecting our proprietary rights will be adequate or that our competitors will
not independently develop similar technology or duplicate our products or
design around patents issued to us or our other intellectual property rights.
Our failure to protect our proprietary rights adequately or our competitors'
successful duplication of our technology could have a material adverse effect
on our business, financial condition and results of operations.

There has been frequent litigation in the computer industry regarding
intellectual property rights. We have in the past been subject to claims
regarding the alleged intellectual property rights of third parties. In fiscal
1999, we entered into a settlement agreement and agreed to pay $440,500 for a
patent license with respect to one such claim. There can be no assurance that
third parties will not in the future claim infringement by us with respect to
current or future products, trademarks or other proprietary rights. Any such
claims could be time-consuming, result in costly litigation, diversion of
management's attention, cause product or service release delays, require us to
redesign our products or services or require us to enter into royalty or
licensing agreements. These royalty or licensing agreements, if required, may
not be available on terms acceptable to us, or at all, any of which occurrences
could have a material adverse effect on our business.

Privacy concerns may adversely affect our ability to implement our Internet
solutions.

Web sites and Internet ad servers typically place a small file commonly known
as a "cookie" on a user's hard drive, generally without the user's knowledge or
consent. In the future, we may introduce products and services that are
dependent on the use of cookies to collect, sort and analyze information about
Internet users. Most currently available Internet browsers allow users to
modify their browser settings to prevent cookies from being stored on their
hard drive or to delete cookies at any time. In addition, some Internet
commentators and privacy advocates have suggested limiting or eliminating the
use of cookies. The effectiveness of our services would be greatly limited by a
significant reduction or limitation in the use of cookies. In addition, privacy
concerns may cause some Web users to be less likely to visit Web sites that use
cookies. If enough Web users choose not to visit sites that use cookies, our
ability to sell our future products and services that are dependent on the use
of cookies would be adversely affected. This could have a material adverse
effect on our business, financial condition or results of operation and may
require us to alter or adjust our business plan.

Legislation or regulations may be adopted that could affect our ability to
generate or use information for profiles and may hinder our ability to conduct
business.

The legal and regulatory environment governing the Internet and the use of
information about Internet users is uncertain and may change. United States
legislators in the past have introduced a number of bills aimed at regulating
the collection and use of personal data from Internet users and additional
similar bills may be considered during any congressional session. Although we
believe no current legislation has a material adverse effect on our business,
it is possible that a bill may be enacted into law that negatively affects our
ability to collect and use data about Internet users or that otherwise affects
our business. The European Union has recently adopted a directive addressing
data privacy that may result in limitations on the collection and use of
specific personal information regarding Internet users. In addition, Germany
has imposed its own laws protecting data that can become personally
identifiable through subsequent processing. Other countries may also enact
limitations on the use of personal data.

                                       13
To date, these regulations have not materially restricted the use of our
products. However, legislation or regulations may in the future be adopted
which may limit our ability to target advertising or collect and use
information in one or more countries. Further, a number of laws and regulations
have been and may be adopted covering issues such as pricing, acceptable
content, taxation and quality of products and services on the Internet. Such
legislation could dampen the growth in use of the Internet generally and
decrease the acceptance of the Internet as a communications and commercial
medium. In addition, due to the global nature of the Internet, it is possible
that multiple federal, state or foreign jurisdictions might inconsistently
regulate our activities or the activities of ad networks or Web sites. Any of
the foregoing developments could have a material adverse effect on our
business, financial condition and results of operations.

Risks Related to this Offering

Our management will have broad discretion in using the proceeds from this
offering and therefore investors will be relying on the judgment of our
management to invest those funds effectively.

We intend to use the net proceeds of this offering to expand our sales and
marketing resources, including expanding our business in Europe and Asia, to
develop new technologies and products and for working capital and other general
corporate purposes. The amounts and timing of these expenditures will vary
significantly depending upon a number of factors, including the amount of cash
generated by our operations, the progress of our services development
activities and the market response to introduction of any new services. In
addition, we may use a portion of the net proceeds from this offering to
acquire or invest in businesses, products, services or technologies
complementary to our current business, through mergers, acquisitions, joint
ventures or otherwise. However, we have no specific agreements or commitments
and are not currently engaged in any negotiations with respect to such
transactions. Accordingly, our management will retain broad discretion with
respect to the expenditure of proceeds. Investors will be relying on the
judgment of our management regarding the application of the proceeds of this
offering.

The liquidity of our common stock is uncertain since it has not been publicly
traded.

We cannot predict the extent to which this offering will result in the
development of an active, liquid public trading market for our common stock.
Active, liquid trading markets generally result in lower price volatility and
more efficient execution of buy and sell orders for investors. Liquidity of a
securities market is often a function of the volume of the underlying shares
that are publicly held by unrelated parties.

Our need for additional financing is uncertain as is our ability to raise
further financing if required.

We may need to raise additional funds in the future in order to implement our
business plan, to fund more aggressive marketing programs or to acquire
complementary businesses, technologies or services. Any required additional
financing may be unavailable on terms favorable to us, or at all. If we raise
additional funds by issuing equity securities, you may experience significant
dilution of your ownership interest and such securities may have rights senior
to those of the holders of our common stock. If additional financing is not
available when required or is not available on acceptable terms, we may be
unable to fund our expansion, develop or enhance our products and services,
take advantage of business opportunities or respond to competitive pressures,
any of which could have a material adverse effect on our business, financial
condition and results of operations.

                                       14
Market prices of emerging Internet companies have been highly volatile, and the
market for our stock may exhibit volatility as well.

The financial markets have experienced significant price and volume
fluctuations, and the market prices of technology companies, particularly
Internet-related companies, have been and continue to be extremely volatile.
Volatility in the price of our common stock may be caused by factors outside of
our control and may be unrelated or disproportionate to our operating results.
In the past, following periods of volatility in the market price of a public
company's securities, securities class action litigation has often been
instituted against that company. Such litigation could result in substantial
costs and a diversion of our management's attention and resources.

We have negative net book value for accounting purposes, and new investors will
suffer immediate and substantial dilution in the tangible net book value of
their shares.

The purchase price of the common stock offered by this prospectus will be
substantially higher than the tangible book value of our outstanding common
stock. Any shares you purchase in this offering will have a post-closing net
tangible book value per share of $     per share less than the initial public
offering price paid, assuming an initial public offering price of $     per
share. Investors who purchase common stock in this offering will therefore
experience immediate and significant dilution in the tangible net book value of
their investment. For additional information regarding dilution to investors in
our common stock, please see "Dilution."

The large number of shares eligible for public sale after this offering could
cause our stock price to decline.

The market price of our common stock could decline as a result of sales of a
large number of shares after this offering or the perception that such sales
could occur. Such sales also might make it more difficult for us to sell common
stock in the future at a time and at a price that we deem appropriate. After
this offering, we will have an aggregate of      shares outstanding. Of the
outstanding shares, the      shares sold in this offering will be freely
tradable, other than shares purchased by our affiliates. The remaining shares
may be sold only pursuant to a registration statement under the Securities Act
or an exemption from the registration requirements of the Securities Act. Each
of our directors and executive officers and several of our current stockholders
has agreed not to offer, sell or agree to sell, directly or indirectly, or
otherwise dispose of any equity shares without the prior written consent of
J.P. Morgan Securities, Inc. for a period of 180 days from the date of this
prospectus. For additional information regarding possible future sales of our
securities, please see "Underwriting" and "Shares Eligible for Future Sale."

We do not plan to pay dividends in the foreseeable future.

We do not anticipate paying cash dividends to the holders of our common stock
in the foreseeable future. Accordingly, investors must rely on sales of their
common stock after price appreciation, which may never occur, as the only way
to realize on their investment. Investors seeking cash dividends should not
purchase our common stock.

A third party's ability to acquire us might be more difficult because of
certain anti-takeover provisions in our articles of incorporation and bylaws.

We are authorized to issue five million shares of undesignated preferred stock.
Our Board of Directors has the authority to issue the preferred stock in one or
more series and to fix the price, rights, preferences, privileges and
restrictions thereof, including dividend rights, dividend rates, conversion
rights, voting rights, terms of redemption, redemption prices, liquidation
preferences and the number

                                       15
of shares constituting a series or the designation of such series, without any
further vote or action by our stockholders. The issuance of preferred stock,
while providing desirable flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of delaying, deferring or
preventing a change in control of our company without further action by the
stockholders and may adversely affect the market price of our common stock and
the voting and other rights of the holders of our common stock. The issuance of
preferred stock with voting and conversion rights may adversely affect the
voting power of the holders of our common stock, including the loss of voting
control to others. We have no current plans to issue any shares of preferred
stock.

Certain provisions of our Certificate of Incorporation and Bylaws eliminate the
right of stockholders to act by written consent without a meeting, eliminate
the right of stockholders to call a special meeting of stockholders and specify
certain procedures for nominating directors and submitting proposals for
consideration at stockholder meetings. Such provisions are intended to enhance
the likelihood of continuity and stability in the composition of our Board of
Directors and in the policies formulated by our Board of Directors and to
discourage certain types of transactions which may involve an actual or
threatened change of control of our company. Such provisions are designed to
reduce the vulnerability of our company to an unsolicited acquisition proposal
and, accordingly, could discourage potential acquisition proposals and could
delay or prevent a change in control of our company. Such provisions are also
intended to discourage certain tactics that may be used in proxy fights but
could, however, have the effect of discouraging others from making tender
offers for our common stock and, consequently, may also inhibit fluctuations in
the market price of our common stock that could result from actual or rumored
takeover attempts. These provisions may also have the effect of preventing
changes in the management of our company.

Many corporate actions will be controlled by officers, directors and affiliated
entities regardless of the opposition of other investors or the desire of other
investors to pursue an alternative cause of action.

We anticipate that the executive officers, directors and entities affiliated
with them will, in the aggregate, beneficially own approximately   % of our
outstanding common stock following the completion of this offering. These
stockholders, if acting together, would be able to significantly influence all
matters requiring approval by our stockholders, including the election of
directors and the approval of mergers or other business combination
transactions. See "Principal Stockholders."

                                       16
Forward-looking Statements

This prospectus contains forward-looking statements that involve substantial
risks and uncertainties. You can identify these statements by forward-looking
words such as "may," "will," "expect," "intend," "anticipate," "believe,"
"estimate" and "continue" or similar words. You should read statements that
contain these words carefully because they discuss our future expectations,
contain projections of our future results of operations or of our financial
condition or state other forward-looking information. We believe that it is
important to communicate our future expectations to our investors. However,
there may be events in the future that we are not able to predict or control.
The factors listed in the sections captioned "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations," as
well as any cautionary language in this prospectus, provide examples of risks,
uncertainties and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements. Before you
invest in our common stock, you should be aware that the occurrence of the
events described in the "Risk Factors" section and the "Management's Discussion
and Analysis of Financial Condition and Results of Operations" section and
elsewhere in this prospectus could have a material adverse effect on our
business, operating results and financial condition.

                                       17
Use of Proceeds

The net proceeds to us from the sale of the shares offered by this prospectus,
after deducting underwriting discounts and the estimated offering expenses, are
estimated to be approximately $      million ($     million if the
underwriters' over-allotment option is exercised in full), assuming an initial
public offering price of $      per share.

We intend to use the net proceeds of this offering to expand our sales and
marketing resources, including expanding our business in Europe and Asia, to
develop new technologies and products and for working capital and other general
corporate purposes. We have not yet determined the amount of net proceeds to be
used specifically for each of the foregoing purposes. Accordingly, management
will have significant flexibility in applying the net proceeds of this
offering. Pending any such use, as described above, we intend to invest the net
proceeds in high quality, interest-bearing instruments. See "Risk Factors--Our
management will have broad discretion in using the proceeds from this offering
and therefore investors will be relying on the judgment of our management to
invest those funds effectively."

                                Dividend Policy

We have not declared or paid any cash dividends on our capital stock since
inception and do not expect to pay any cash dividends for the foreseeable
future. We currently intend to retain future earnings, if any, to finance the
expansion of our business. You should not purchase our common stock with the
expectation of receiving cash dividends.

                                       18
Capitalization

The following table sets forth, as of July 31, 1999, the cash and cash
equivalents and the capitalization of our company on an actual, pro forma and
pro forma as adjusted basis:

The pro forma data set forth below give effect to the following:

    . the conversion of all outstanding shares of our redeemable convertible
      preferred stock into 11,813,373 shares of common stock upon the
      closing of this offering; and

    . the issuance of 952,381 shares of common stock upon the conversion of
      shares of Series E Preferred Stock issuable to Oak Investment Partners
      VIII, L.P. and Oak VIII Affiliates Fund, L.P. in respect of
      outstanding warrants with an exercise price of $2.10 per share.

The pro forma as adjusted data set forth below are further adjusted to give
effect to the sale by our company of the shares of common stock offered hereby
and the application of the proceeds from this offering at an assumed initial
public offering price of $      per share and after deducting underwriting
discounts and the estimated offering expenses payable by us. This information
should be read in conjunction with our financial statements and the notes
relating to such financial statements appearing elsewhere in this prospectus.
--------------------------------
                                                     As of July 31, 1999
                                                --------------------------------
                                                                       Pro Forma
                                                  Actual  Pro Forma  As Adjusted
In thousands, except per share data             --------  ---------  -----------
Cash and cash equivalents...................... $  9,060  $ 11,060
                                                ========  ========
Capital lease obligations, excluding current
 portion....................................... $    298  $    298
Redeemable convertible preferred stock; $0.001
 par value; 12,520 shares authorized; 11,217
 shares issued and outstanding actual; no
 shares issued and outstanding pro forma or pro
 forma as adjusted.............................   21,403        --
Stockholders' equity (deficit):
  Preferred stock, $0.001 par value, 5,000
   shares authorized; no shares issued and
   outstanding actual, pro forma or pro forma
   as adjusted.................................       --        --
  Common stock, $0.001 par value, 22,000
   shares authorized actual and pro forma;
   75,000 shares authorized pro forma as
   adjusted; 5,288 shares issued and
   outstanding actual; 18,053 shares issued
   and outstanding pro forma; and shares
   issued and outstanding pro forma as
   adjusted....................................        5        18
  Additional paid-in capital...................     (301)   23,089
  Deferred stock-based compensation............   (1,044)   (1,044)
  Notes receivable from employees upon
   purchase of stock...........................      (98)      (98)
  Accumulated deficit..........................  (15,131)  (15,131)
                                                --------  --------
     Total stockholders' equity (deficit)......  (16,569)    6,834
                                                --------  --------
       Total capitalization.................... $  5,132  $  7,132
                                                ========  ========
19
Dilution

Our pro forma net tangible book value as of July 31, 1999 was $       , or
$       per share of common stock. Pro forma net tangible book value per share
is equal to the amount of our total tangible assets (total assets less
intangible assets) less total liabilities, divided by the pro forma number of
shares of common stock outstanding as of July 31, 1999. Assuming the sale by us
of the shares offered by this prospectus at an assumed initial public offering
price of $       per share and after deducting underwriting discounts and the
estimated offering expenses payable, our pro forma net tangible book value as
of July 31, 1999 would have been $       , or $       per share of common
stock. This represents an immediate increase in pro forma net tangible book
value of $       per share to existing stockholders and an immediate dilution
in pro forma net tangible book value of $       per share to new investors. The
following table illustrates this per share dilution:
Assumed initial public offering price per share...............          $
  Pro forma net tangible book value per share as of July 31,
   1999....................................................... $
  Pro forma increase in net tangible book value attributable
   to new investors........................................... $
                                                               --------
Pro forma net tangible book value per share after this
 offering.....................................................
                                                                        -------
Pro forma dilution per share to new investors.................          $
                                                                        =======
The following table summarizes, on a pro forma basis as of July 31, 1999, the
total number of shares of common stock purchased from us, the total
consideration paid to us and the average price per share paid by existing
stockholders and by new investors purchasing shares in this offering:
---------------------------------------------------------------
                          Shares Purchased         Total Consideration
                          --------------------     ----------------------   Average Price
                           Number      Percent        Amount      Percent       Per Share
                          --------    --------     ----------  ----------   -------------
Existing stockholders...                        %  $                     %      $
New investors...........                                                        $
                           --------     --------   ----------    --------
  Total.................                     100%  $                  100%
                           ========     ========   ==========    ========
-------------------
The foregoing tables and calculations assume no exercise of outstanding options
or other derivative securities other than the issuance of 952,381 shares of
common stock upon the conversion of shares of Series E Preferred Stock issuable
to Oak Investment Partners VIII, L.P. and Oak VIII Affiliates Fund, L.P. in
respect of outstanding warrants with an exercise price of $2.10 per share. As
of July 31, 1999, there were 2,064,000 shares of common stock issuable upon
exercise of outstanding stock options under our 1995 Stock Option Plan and 1996
Incentive Stock Option Plan with a weighted average exercise price of $0.22 per
share. Please see "Management--Employee Benefit Plans" and "Description of
Capital Stock."

                                       20
Selected Financial Data

The following selected financial data should be read in conjunction with the
financial statements and the notes to such financial statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this prospectus. The statement of operations
data for the fiscal years ended July 31, 1997, 1998 and 1999, and the balance
sheet data as of July 31, 1998 and 1999, are derived from our audited financial
statements included elsewhere in this prospectus. The statement of operations
data for the period ended July 31, 1996 and the balance sheet data at July 31,
1996 and 1997 are derived from audited financial statements not included in
this prospectus. Historical results are not indicative of the results to be
expected in the future.
--------------------------------------------
                                  October 15,
                                         1995
                                  (inception)       Year Ended July 31,
                                  to July 31,  -------------------------------
In thousands, except per                 1996       1997       1998       1999
share data                        -----------  ---------  ---------  ---------
Statement of Operations Data:
Revenues:
 License and hosting fees........  $       20  $   1,419  $   4,386  $   5,657
 Service and transaction fees....         --         --         424        767
                                   ---------   ---------  ---------  ---------
  Total revenues.................          20      1,419      4,810      6,424
Cost of revenues.................           9      1,976      2,847      3,949
                                   ---------   ---------  ---------  ---------
Gross profit (loss)..............          11       (557)     1,963      2,475
Operating expenses:
 Product development.............         285      1,703      1,551      1,748
 Sales and marketing.............         298      2,959      1,676      3,588
 General and administrative......         297      1,128      1,205      1,995
 Other...........................         --         --         --         441
 Stock-based compensation........         --         --         --         167
                                   ---------   ---------  ---------  ---------
  Total operating expenses.......         880      5,790      4,432      7,939
                                   ---------   ---------  ---------  ---------
Loss from operations.............        (869)    (6,347)    (2,469)    (5,464)
Other expense (income), net......          (5)      (109)        12         51
                                   ---------   ---------  ---------  ---------
Net loss.........................        (864)    (6,238)    (2,481)    (5,515)
Net loss applicable to common
 stockholders....................        (898)    (6,621)    (2,999)    (6,553)
 Basic and diluted net loss per
  share..........................  $    (0.20) $   (1.61) $   (0.86) $   (1.61)
Weighted average shares
 outstanding used in basic and
 diluted net loss per share
 calculation.....................       4,458      4,102      3,503      4,080
--------------------------------------------
                                                As of July 31,
                                  --------------------------------------------
                                         1996       1997       1998       1999
In thousands                      -----------  ---------  ---------  ---------
Balance Sheet Data:
Cash and cash equivalents........  $    1,015  $     912  $     264  $   9,060
Working capital..................         931       (106)    (2,381)     4,220
Total assets.....................       1,509      1,623      1,821     13,203
Deferred revenue.................         114        885      2,477      4,955
Capital lease obligations,
 excluding current portion.......         --         --         --         298
Redeemable convertible preferred
 stock...........................       2,094      7,454      7,972     21,403
Total stockholders' deficit......  $     (890) $  (7,512) $ (10,287) $ (16,569)
21
Management's Discussion and Analysis
                 Financial Condition and Results of Operations

The following discussion of the financial condition and results of operations
of our company should be read in conjunction with the financial statements and
the notes to those statements included elsewhere in this prospectus. This
discussion contains forward-looking statements that involve risks and
uncertainties. Please see "Risk Factors."

Overview

We are a leading provider of Internet-based marketing infrastructure services.
Our clients use our services to direct consumers searching for a specific
product or service to the nearest brick-and-mortar store that carries that
product or service. Our company was formed in October 1995, and our initial
revenues were derived from providing maps, driving directions and directory
services to regional telephone companies and large portal companies. In fiscal
1997, we restructured our company by cutting staff and expenses, bringing in a
new chief executive officer and refocusing our strategy on our Business Finder
service.

In fiscal 1998, we grew our clients from 102 companies to 193 companies as a
result of the continued concentration of our efforts on Business Finder. We
continued to increase our revenues in fiscal 1998 despite the loss of our
biggest customer at the time, Yahoo!. In fiscal 1999, we recruited additional
key members of our management team and expanded our product offerings to
include Telephone Business Finder, SiteMaker and Print Maps. Historically, we
have generated substantially all of our revenues from our Web Business Finder,
maps, driving directions and directory services.

We have not achieved profitability on a quarterly or annual basis and expect to
continue to incur net losses for the foreseeable future. We anticipate
incurring significant sales and marketing, product development and
administrative expenses as we continue to expand our product offerings and
attempt to build our customer base.

Revenue Recognition

We primarily derive revenue from product license and hosting fees. These
revenues are recognized ratably over the life of the contract, which typically
has one year, non-refundable terms. Service and transaction fees consist of
revenue generated from project related professional services and to a lesser
degree from fees derived from advertising, sponsorship and e-commerce
transactions. These revenues are generally recognized as the services are
performed. To date, no revenues have been derived from barter transactions.

Deferred revenue consists of customer payments received and accounts receivable
recorded in advance of recognizing revenue.

Stock-based Compensation Expense

As of July 31, 1999, we recorded deferred stock-based compensation expense
aggregating $1.2 million for the difference at the date of grant between the
exercise price and the fair value of the common stock underlying stock options
granted in fiscal 1999. Of this amount, we recognized $0.2 million in fiscal
1999 and expect to recognize $0.5 million in fiscal 2000, $0.3 million in
fiscal 2001 and $0.2 million in later years. We also expect to accrue
additional compensation charges of approximately $     related to stock option
grants subsequent to July 31, 1999 and prior to the date of this offering, of
which we expect to recognize $     in fiscal 2000, $     in fiscal 2001 and
$     in later years.

                                       22
Results of Operations

Comparison of fiscal 1999 to fiscal 1998

Revenues. In fiscal 1999, we had $6.4 million in total revenues, compared to
$4.8 million for fiscal 1998, representing an increase of $1.6 million, or 33%.
Revenues associated with license and hosting fees were $5.7 million in fiscal
1999, compared to $4.4 million in fiscal 1998, representing an increase of $1.3
million, or 30%. Our service and transaction fees were $0.8 million in fiscal
1999, compared to $0.4 million in fiscal 1998, representing an increase of $0.4
million, or 100%. In both cases, these increases were primarily attributable to
growth in our customer base due to increased market acceptance in each of our
targeted markets and the need for customized development work associated with
that customer growth. We grew our clients from 193 as of August 1, 1998 to 237
as of July 31, 1999.

Deferred revenues as of July 31, 1999 were $5.0 million, compared to $2.5
million as of July 31, 1998, representing an increase of $2.5 million, or 100%.

Cost of Revenues. These costs include salaries and benefits of our Web
development and operating personnel, the cost of acquiring data and content,
the leasing and depreciation cost of our computer hosting equipment, and
Internet connection and data center charges. Cost of revenues was $3.9 million
for fiscal 1999, compared to $2.8 million for fiscal 1998, representing an
increase of $1.1 million, or 39%. This increase was due to increases in each of
the elements described above to support our revenue growth.

Product Development. This expense consists primarily of salaries and benefits,
consulting expenses and equipment. To date, we have expensed all product
development costs as incurred. Product development expense was $1.7 million for
fiscal 1999, compared to $1.6 million for fiscal 1998, representing an increase
of $0.1 million, or 6%. This increase was primarily attributable to increases
in personnel and personnel-related costs due to our expanded product offerings.
We expect our product development expense to increase as we continue to add
members to our product development teams.

Sales and Marketing. This expense consists primarily of salaries, commissions,
promotions and advertising. Sales and marketing expense was $3.6 million for
fiscal 1999, compared to $1.7 million for fiscal 1998, representing an increase
of $1.9 million, or 112%. This increase was primarily attributable to increases
in personnel and personnel-related costs to support our expanded sales and
marketing efforts. We expect our sales and marketing expense to increase
significantly as a result of our anticipated aggressive expansion of our sales
and marketing efforts both domestically and internationally.

General and Administrative. This expense consists primarily of salaries and
related costs for our executive, administrative, finance and human resources
personnel as well as professional service fees. General and administrative
expense was $2.0 million for fiscal 1999, compared to $1.2 million for fiscal
1998, representing an increase of $0.8 million, or 67%. This increase was
primarily attributable to an increase in personnel and personnel-related costs
to support and grow our business. We expect general and administrative expense
to grow as additional personnel are hired and additional expenses are incurred
in connection with the growth of our business and our operation as a public
company.

Other. This expense was $0.4 million for fiscal 1999 representing a charge to
settle a patent infringement claim and obtain a perpetual license. There was no
similar expense for fiscal 1998.

Stock-Based Compensation. Stock-based compensation expense was $0.2 million for
fiscal 1999. There was no stock-based compensation expense in fiscal 1998.

                                       23
Comparison of fiscal 1998 to fiscal 1997

Revenues. In fiscal 1998, we had $4.8 million in total revenues, compared to
$1.4 million for fiscal 1997, representing an increase of $3.4 million, or
243%. Revenues associated with license and hosting fees were $4.4 million in
fiscal 1998, compared to $1.4 million in fiscal 1997, representing an increase
of $3.0 million, or 214%. Our service and transaction fees were $0.4 million in
fiscal 1998. We had no service and transaction fees in fiscal 1997. The
increase in service and transaction fees was primarily attributable to our
change in business strategy from maps, driving directions and directory
services to Internet-based marketing infrastructure services with the related
need for professional services.

Deferred revenues as of July 31, 1998 were $2.5 million, compared to $0.9
million as of July 31, 1997, representing an increase of $1.6 million, or 178%.

Cost of Revenues. Cost of revenues was $2.8 million for fiscal 1998, compared
to $2.0 million for fiscal 1997, representing an increase of $0.8 million, or
40%. This increase was primarily attributable to an increase in leasing and
depreciation costs of our computer hosting equipment, the cost of acquiring
content and salaries and benefits of our operating personnel associated with
our revenue growth.

Product Development. Product development expense was $1.6 million for fiscal
1998, compared to $1.7 million for fiscal 1997, representing a decrease of $0.1
million, or 6%. This decrease was primarily attributable to a decrease in
personnel and personnel-related costs associated with our refocused business
strategy.

Sales and Marketing. Sales and marketing expense was $1.7 million for fiscal
1998, compared to $3.0 million for fiscal 1997, representing a decrease of $1.3
million, or 43%. This decrease was primarily attributable to a decrease in
personnel and personnel-related costs associated with the restructuring of our
business in fiscal 1997 and our refocused business strategy.

General and Administrative. General and administrative expense was $1.2 million
for fiscal 1998, compared to $1.1 million for fiscal 1997, representing an
increase of $0.1 million, or 9%. This increase was primarily attributable to an
increase in consulting and professional services costs required to support our
business realignment.

                                       24
Quarterly Results of Operations Data

The following table sets forth certain unaudited quarterly statement of
operations data for each of the eight quarters ended July 31, 1999. In the
opinion of management, this data has been prepared substantially on the same
basis as the audited financial statements appearing elsewhere in this
prospectus, including all necessary adjustments, consisting only of normal
recurring adjustments necessary for a fair presentation of this data. The
quarterly data should be read in conjunction with the financial statements and
the notes to such financial statements appearing elsewhere in this prospectus.
In view of the rapidly evolving nature of our business and our limited
operating history, we believe that period-to-period comparisons of revenues and
operating results are not necessarily meaningful and should not be relied upon
as indications of future performance.
-------------------------------------------------------------------------------------------------
Three Months Ended,
                          -------------------------------------------------------------------------------------------------
                          October 31, January 31,   April 30,    July 31,  October 31,  January 31,   April 30,    July 31,
In thousands, except per         1997        1998        1998        1998         1998         1999        1999        1999
share data                ----------- -----------  ----------  ----------  -----------  -----------  ----------  ----------
Statement of Operations
Data:
Revenues:
 License and
  hosting fees..........   $     877  $    1,107   $    1,203  $    1,199  $    1,225   $    1,352   $    1,336  $    1,744
 Service and
  transaction fees......          69         103           75         177         267           69           91         340
                            ---------  ----------  ----------  ----------   ----------   ----------  ----------  ----------
  Total revenues........         946       1,210        1,278       1,376       1,492        1,421        1,427       2,084
                            ---------  ----------  ----------  ----------   ----------   ----------  ----------  ----------
Cost of revenues........         603         699          679         866         874          907        1,035       1,133
                            ---------  ----------  ----------  ----------   ----------   ----------  ----------  ----------
Gross profit (loss).....         343         511          599         510         618          514          392         951
Operating expenses:
 Product development....         379         420          400         352         339          403          427         578
 Sales and marketing....         362         362          411         541         568          606          970       1,445
 General and
  administrative........         218         261          257         468         362          425          448         760
 Other..................         --          --           --          --          --           --           --          441
 Stock-based
  compensation..........         --          --           --          --          --             3           29         135
                            ---------  ----------  ----------  ----------   ----------   ----------  ----------  ----------
  Total operating
   expenses.............         959       1,043        1,068       1,361       1,269        1,437        1,874       3,359
                            ---------  ----------  ----------  ----------   ----------   ----------  ----------  ----------
Loss from operations....        (616)       (532)        (469)       (851)       (651)        (923)      (1,482)     (2,408)
Interest expense
 (income)...............         (10)          5            4          14          18            5            8          20
                            ---------  ----------  ----------  ----------   ----------   ----------  ----------  ----------
Net loss................   $    (606) $     (537)  $     (473) $     (865) $     (669)  $     (928)  $   (1,490) $   (2,428)
                            =========  ==========  ==========  ==========   ==========   ==========  ==========  ==========
As a result of our limited operating history, we do not have historical
financial data for a significant number of periods on which to base planned
operating expenses. Quarterly revenues and operating results depend
substantially on the rate of new customer acquisitions, whether the related
revenues are recognized immediately or deferred over future time periods, the
timing and effectiveness of our development of new services, the timing and
effectiveness of any strategic alliances into which we enter and changes in our
operating expenses. Accordingly, these factors could have a material adverse
effect on our business, results of operations and financial condition. We may
be unable to adjust spending in a timely manner to compensate for any
unexpected revenue shortfall, and any significant shortfall in revenue in
relation to our expectations would have an immediate adverse effect on our
business, results of operation and financial condition. Due to the foregoing
factors, it is possible that in some future periods our operating results may
be below the expectations of public market analysts and investors. In this
event, the price of our common stock may underperform or fall.

                                       25
Liquidity and Capital Resources

Since inception, we have financed our operations primarily through the private
placement of equity securities, raising an aggregate of approximately $23.2
million, including approximately $10.4 million in July and August 1999. As of
July 31, 1999, we had cash and cash equivalents of $9.1 million. In fiscal
1998, we obtained a $1.0 million line of credit with a variable interest rate
that was approximately 8.5% as of July 31, 1999. This line of credit expires in
May 2000. This debt was guaranteed by CMGI, Inc., an affiliate of our largest
stockholder, CMG@Ventures, and secured by our assets. As of July 31, 1999, the
outstanding balance of this line of credit was $1.0 million. In August 1999, we
repaid this outstanding balance, and we are currently in the process of
negotiating a new line of credit. We currently have $2.4 million in equipment
financing outstanding with an equipment leasing company. In August 1999, we
entered into an agreement with another equipment financing company for an
additional $4.0 million equipment leasing line.

Cash used in operating activities was $5.3 million in fiscal 1997, $1.7 million
in fiscal 1998 and $3.5 million in fiscal 1999. These increases in cash used in
operating activities were primarily due to increased net losses. Cash provided
by investing activities was $219,000 in fiscal 1997, and cash used by investing
activities was $8,000 in fiscal 1998 and $214,000 in fiscal 1999. These
increases in cash used in investing activities were primarily due to
infrastructure expansion to meet our growth and capital expenditures for
computers and other equipment for our data centers. Cash provided by financing
activities was $5.0 million in fiscal 1997, $1.1 million in fiscal 1998 and
$12.5 million in fiscal 1999. The increases in cash provided by financing
activities in fiscal 1997 and fiscal 1999 were primarily related to the sale of
preferred stock. In fiscal 1998, the increase in cash provided by financing
activities primarily reflects bank borrowings and, to a lesser degree, the sale
of common stock warrants.

Future capital requirements will depend upon many factors, including the rate
of expansion of our sales and marketing resources and the timing and magnitude
of research and product development efforts. We expect to continue to expend
significant amounts on expansion of facility infrastructure, computers and
related data center equipment, as well as personnel. We believe that our cash
and cash equivalents balances and funds available under our existing line of
credit, together with the proceeds of this offering, will be sufficient to
satisfy our cash requirements for at least the next 12 months. We intend to
invest our excess cash in high quality, interest-bearing securities.

Qualitative and Quantitative Disclosures About Market Risk

We develop products in the United States and market our products in North
America and Europe. As a result, our financial results could be affected by
factors such as changes in foreign currency exchange rates or weak economic
conditions in foreign markets. Since all of our sales are currently made in
U.S. dollars, a strengthening of the dollar could make our products less
competitive in foreign markets.

Our interest income is sensitive to changes in the general level of U.S.
interest rates, particularly since the majority of our investments are in
short-term instruments. Due to the short-term nature of our investments, we
believe that we are not subject to any material market risk exposure.

Impact of the Year 2000

Many currently installed computer systems and software products are coded to
accept or recognize only two digit entries in the date code field. These
systems may recognize a date using "00" as the year 1900 rather than the year
2000. As a result, computer systems and/or software used by many

                                       26
companies and governmental agencies may need to be upgraded to comply with such
Year 2000 requirements or risk system failure or miscalculations causing
disruptions of normal business activities.

State of Readiness

Costs. To date, we have not incurred any material costs in identifying or
evaluating Year 2000 compliance issues. Most of our expenses have related to,
and are expected to continue to relate to, the operating costs associated with
time spent by employees in the evaluation process and Year 2000 compliance
matters generally. We do not presently anticipate that such expenditures will
be material.

Risks. We have made a preliminary assessment of the Year 2000 readiness of our
operating and administrative systems and the third-party software, hardware and
services used to host our services. Our assessment plan consists of:

    .  contacting third-party vendors of material software, hardware and
       services that are both directly and indirectly related to the
       delivery of our services;

    .  assessing and implementing repair or replacement of such components
       as required; and

    .  creating contingency plans in the event of Year 2000 failures.

Many of our vendors of material software, hardware and services have indicated
that the products used by us are currently Year 2000 compliant. We plan to
complete this process by the end of 1999. We are not currently aware of any
internal Year 2000 compliance problems that could reasonably be expected to
have a material adverse effect on our business, results of operations and
financial condition, without taking into account our efforts to avoid or fix
such problems. However, there can be no assurance that we will not discover
Year 2000 compliance problems in our computer infrastructure that will require
substantial revisions or replacements. In addition, there can be no assurance
that third-party software, hardware or services incorporated into our material
systems or other systems upon which we are reliant will not need to be revised
or replaced, which could be time consuming and expensive.

In addition, we cannot assure you that governmental agencies, utility
companies, Internet access companies, third-party service providers and others
outside of our control will be Year 2000 compliant. The failure by such
entities to be Year 2000 compliant could result in a systemic failure beyond
our control, such as a prolonged Internet, telecommunications or electrical
failure, which could also prevent us from delivering our services, decrease the
use of the Internet or prevent users from accessing databases we maintain on
our servers, any of which would have a material adverse effect on our business,
results of operations and financial condition.

Contingency Plan

As discussed above, we are engaged in an ongoing Year 2000 assessment and have
developed preliminary contingency plans. The results of our analyses and the
responses received from third-party vendors and service providers will be taken
into account to revise our contingency plans as necessary. It is our goal to
finalize our contingency plans by the end of 1999.

Impact of Recently Issued Accounting Standards

In March 1998, the American Institute of Certified Public Accountants, or
AICPA, issued Statement of Position, or SOP, 98-1, Accounting for the Cost of
Computer Software Developed or Obtained for Internal Use. SOP 98-1 is effective
for financial statements for years beginning after December 15,

                                       27
1998. SOP 98-1 provides guidance over accounting for computer software
developed or obtained for internal use, including the requirement to capitalize
specified costs and amortization of such costs. We do not expect the adoption
of SOP 98-1 to have a material effect on our financial statements.

In June 1998, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No.
133 establishes accounting and reporting standards for derivative instruments,
including derivative instruments embedded in other contracts, and for hedging
activities. SFAS No. 133, as amended by SFAS No. 137, is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000. To date, we have
not entered into any derivative financial instruments or hedging activities.

                                       28
Business

The following description of our business should be read in conjunction with
the information included elsewhere in this prospectus. This description
contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ significantly from the results discussed in these
forward-looking statements as a result of certain of the factors set forth in
"Risk Factors" and elsewhere in this prospectus. The Forrester Research, Harris
Interactive, IDC and Jupiter Communications market data presented below and
elsewhere in this prospectus are estimates derived by them from a combination
of vendor, user and other market sources and therefore may differ from numbers
claimed by specific vendors using different market definitions or methods.
There can be no assurance that any of these projected amounts will be achieved.

Overview

We are a leading provider of Internet-based marketing infrastructure services.
Our "clicks-and-mortar" solutions enable our clients to direct consumers
searching for a specific product or service to the nearest brick-and-mortar
location that carries that product or service. Our services are currently
utilized by more than 250 companies with an aggregate of more than 2.5 million
real world locations. Our growing client list includes leading companies in a
number of industry segments such as Barnes & Noble, Marriott, McDonald's,
Mercedes-Benz and Nike.

We use our expertise in designing and maintaining complex databases to provide
a suite of Internet-based services, ranging from store locators for clients
with a few hundred locations to the design and maintenance of complex, multi-
attribute databases for clients with millions of product records that include
information such as regularly stocked products and current promotional offers.
We have also developed methods to use the vast amount of store location and
product data and our strategic relationships with Inktomi, Prio and other major
search engines, portal and wireless companies to offer transaction-based lead
generation services for our clients. With our services, companies can direct
potential customers to the nearest store location, introduce those customers to
a local retailer's Web site and provide customers with timely incentives
designed to motivate a purchase. Our solutions enable our clients to take
advantage of the marketing potential of the Internet while recognizing that an
estimated 99% of retail transactions still take place in traditional stores.

Industry Background

The Internet and its Impact on Traditional Retailing

The Internet is a very important element in commerce. Together with other
relatively new communications mediums such as wireless telephones and other
wireless devices, the Internet is reshaping the way consumers and businesses
obtain and disseminate information, purchase goods and transact business.
Jupiter Communications Inc., an industry research firm, estimates that 157
million Americans, representing 56% of the U.S. population, will use the
Internet by the end of 2003. International Data Corporation, or IDC, an
industry research firm, estimates that the total number of Internet users
worldwide will surpass 502 million by 2003. The Internet is becoming accessible
from an increasing range of devices. IDC projects that over 93 million
Internet-enabled appliances will be sold during the four-year period from 1999
to 2002 and that the annual shipments of Internet appliances will surpass
shipments of personal computers within the next six years.

People frequently go online to research products for possible purchase.
According to Jupiter Communications, 72% of Internet users use the Web to
research products and services with only electronic mail and search engines
attracting a higher percentage of Internet users. In response, consumer
products companies and national chains have established Web sites to promote
their brands.

                                       29
This has resulted in a proliferation of Web sites where businesses provide
information, market goods and services and conduct business. To support this
growth, Forrester Research estimates that retailers will increase their
spending on outsourced Internet-related services from $10.6 billion in 1999 to
$64.8 billion in 2003.

While retailers are increasingly focusing attention on the Internet, the
overwhelming majority of consumer spending still occurs in traditional brick-
and-mortar locations. Forrester Research estimates that $20.2 billion will be
spent online for retail products and services in 1999, representing less than
one percent of estimated total retail spending for the year. Forrester
estimates that annual online retail spending will increase to $184 billion by
2004, representing seven percent of total retail spending for that year. Thus
even with enormous projected growth in online commerce, Forrester predicts that
online purchases will remain only a small part of total retail purchases. We
believe the reasons for consumers' continuing preference for "real world"
shopping include the ability to physically inspect and compare products, the
possibility of same-day fulfillment and the relative ease with which products
can be returned to the store where purchased. In addition, many merchants, such
as restaurants, hotels and gas stations, offer goods and services that cannot
be provided online. These merchants require customers to visit a physical
location for a transaction to be consummated.

Challenge for Retailers

The challenge for retailers and consumer product companies is to determine how
best to respond to the growth of the Internet. Where it was once thought to be
enough for a traditional retail brand to be on the Web with basic information
and advertising, consumer research has identified a benefit in connecting
individuals using the Internet for product research with store locations in the
real world. A recent consumer survey conducted by Jupiter Communications
reported that 51% of people who research products or services online do not use
the Internet to make purchases. However, Jupiter Communications found that
approximately 83% of consumers who shop online indicated that research
conducted online at least occasionally influences their purchases off-line.
Jupiter concluded that the key to success for retailers in the Internet age
will be to find compelling ways to direct consumers researching products online
to the nearest brick-and-mortar store where they can complete a purchase.
Advocates of integrating a retailer's online presence with its presence off-
line have dubbed this approach "clicks-and-mortar."

One way for a retailer to execute a clicks-and-mortar strategy is to provide
product information to potential customers online and then direct those
customers to convenient store locations that carry a desired product. Existing
consumer awareness of national brands and traditional off-line marketing and
advertising efforts already combine to direct consumers to the Web sites
maintained by these companies. Once on a brand's Web site, consumers can be
motivated to make a purchase and, if a consumer prefers to transact business
off-line, directed to the nearest store carrying the brand's products. In many
cases, retailers prefer that consumer transactions be conducted in physical
stores where shoppers can be exposed to other product offerings. According to
Harris Interactive, an industry research firm, Internet shoppers spend twice as
much money off-line when they first browse for specific products online and
spend four to nine times as much money off-line on products for which they used
the Internet to research.

Retailers are under increasing pressure to develop strategies that will enable
them to capitalize on the opportunities created by the Internet quickly and
effectively. While most established retailers have begun initiatives involving
the Internet, Jupiter Communications reported that few retailers have found
ways to allow online and off-line channels to work together with synergy.
Forrester Research estimates that firms struggling to improve their
communications with online consumers will increase spending on outsourced
marketing services from $422 million in 1999 to over $6.4 billion in 2002.

                                       30
Our Solution

We provide a complete outsourced marketing infrastructure service to our
business clients. We host our clients' store location and product information
and deliver that information to potential customers on demand over the
Internet, land-line telephones, wireless telephones or other wireless devices.
With our services, our clients are able to direct potential customers to the
nearest store location, introduce those consumers to local retailers through
store-specific Web sites, display product and product availability information
and provide a timely incentive to motivate potential customers to make a
purchase.

Our services provide the necessary infrastructure for companies to exploit the
growing potential of Internet marketing while leveraging their real world
presence. Our Internet-based marketing infrastructure services link traditional
off-line marketing programs, such as advertising and direct mail, to online Web
marketing initiatives.

Our services offer the following features and benefits to our clients:

    . Clicks-and-Mortar Solution. Our services provide our clients a means
      of directing online consumers who are interested in purchasing our
      clients' products to the local brick-and-mortar stores where the
      overwhelming majority of transactions still occur.

    . Expanded Lead Generation. Our services extend the reach of our
      clients' Internet presence by providing a link through major portals
      and search engines to consumers using the Internet to research
      products and services prior to making a purchase decision.

    . Multiple Platform Access. Our services enable potential customers to
      access information regarding our clients' products and services not
      only over the Internet, but also via land-line telephones, wireless
      telephones and other wireless devices, such as the Palm VII.

    . Local Web Marketing with Brand Integrity. Our SiteMaker product allows
      each of our clients' locations to create a unique Web presence and
      extend local store specific promotions while maintaining national
      brand integrity.

    . Cost Efficient Outsourced Services. Our automated services provide our
      clients' customers with accurate and easy to use location, product and
      product availability information on demand 24 hours per day, seven
      days per week.

    . Rapid Deployment. We are able to deploy our clicks-and-mortar
      infrastructure solutions in an average of three to four weeks.

    . Reporting and Feedback. Our record-keeping and reporting features
      allow our clients to refine their online marketing approach and
      effectively coordinate and evaluate off-line marketing efforts.

Finally, our location and product information provide consumers researching
products and services with the information that they need to choose the most
convenient means of purchasing goods or services. In some cases, our services
offer consumers the option of buying online or buying off-line.

Strategy

Key elements of our business strategy include:

Expand Our Client Base

We currently target large companies with established consumer brands that offer
their products or services in multiple locations. Our sales channels include
our direct sales force and our international channel partners. We intend to
expand our direct sales force and our network of channel partners to

                                       31
both refer business to us and to sell our services under private-label
arrangements. We will also continue to maintain strong relationships with
advertising, promotional and Web marketing agencies that often incorporate our
services into the projects they manage for their clients.

Enhance Relationships with Clients

Working closely with our clients and select partners, we have recently
developed several new offerings that are designed to extend the capabilities of
the services that we already provide to our more than 250 clients. Several
clients utilizing our core Web Business Finder Service have recently licensed
our Telephone Business Finder and Wireless Business Finder products. In
September 1999, we launched our SiteMaker product which enables each location
within a national chain to have a unique Web site and extend local store
specific promotions. These and other product offerings are designed to allow us
to enhance our relationships with clients.

Continue to Develop Relationships with Strategic Partners

Our technology expertise and strong customer base have allowed us to attract
numerous partners with whom we have agreed to co-develop and co-market new
products and services. In June 1999, we entered into an agreement with Inktomi
to provide our services as part of the "Local" section of their shopping engine
product. Shortly thereafter, we entered into an agreement with Prio to develop
and market an Internet-based program that provides consumers incentives to make
purchases. This type of partnership extends our clients' Web presence beyond
their Web sites by allowing product searches (e.g., "blue jeans") on major
portals to return local stores that carry our clients' products (e.g., Levi's).
We intend to continue to identify and develop mutually beneficial partnerships
with search engines, major portals, wireless data providers and other partners.

Expand International Presence

Our multinational clients have responded to the world-wide growth in Internet
use by requesting application of our services in markets outside the United
States. We will respond to these requests by making our services available in
markets that support the wide-spread consumer use of Internet and wireless
devices. We launched our services in Europe in June 1999 and, in October 1999,
our services are available in 12 European nations and in seven languages. As we
expand into these new markets, we plan to establish local relationships and
attract local clients. One of our first Europe-based projects was the co-
development of a travel-related Web site covering ten European countries for
Shell International Petroleum Company Limited. Forrester Research estimates
that the leading European markets will experience rapid growth in Internet
services beginning approximately two years after similar developments in the
United States and that Japan will follow approximately two years behind
Europe's leaders. In preparation for this projected growth, we have selected a
strong group of channel partners in Europe, including Aperto Multimedia in
Germany, Gruppo L'Espresso in Italy and Icon MediaLab which is well established
in several European nations. We are also in discussions with several potential
partners within Asia and we plan to offer our services in Japan in the first
half of calendar year 2000.

Expand Product Offerings

Through internal product development and through partnerships, we have
implemented services that deliver our clients' data to land-line and wireless
telephones and other wireless devices. We intend to continue to develop
additional products and services, tailored to the needs of large multi-location
retailers and service companies by enhancing our technology, delivering
localized content, expanding our directory services and offering effective data
management capabilities. We intend to continue to develop new products
internally and we will continue to build partnerships and work closely with

                                       32
manufacturers of smart phones, automotive personal computers, and other new
devices to offer our clients' data across any capable device or platform.

Develop Transactional Revenue Model

Historically, we have generated most of our revenue through annual license fees
charged to our clients for hosting and delivery services principally related to
our core Business Finder applications. Recently we commenced offering
distribution of this same data, on behalf of our customers, across several
highly trafficked Web sites and via wireless telephones and other wireless
devices. Additionally, through our relationship with Prio, we are beginning to
deploy services that generate a transaction-based fee as a result of driving a
consumer from a national brand's Web site to a participating local merchant's
store. Finally, we can offer similar distribution arrangements for advertisers
who participate in regional yellow pages listings.

Vicinity Services

  [GRAPHIC Upper text reads "Vicinity Product Universe." Below that is
  an oval containing a five-pointed star. Text in the center of the
  graphic reads "Product and Location Data." Names and brief
  descriptions of Vicinity's five principal products are arranged
  between the points of the star.]

Vicinity Business Finder

Business Finder uses our proprietary proximity search technology to allow a
client's customers to find the store location nearest to an address input by
the customer. Because Business Finder is able to search hundreds of attributes,
it can also be used to locate a specific product stocked at a retailer. For
example, Nike and Levi's utilize a version of Web Business Finder to direct
customers on their Web sites to stores that carry the specific product the
customers are searching for, such as a pair of Nike basketball shoes or Levi's
501 blue jeans.

There are currently four search categories employed by Vicinity Business
Finder: proximity, attribute, keyword and custom. These different categories
can be used singly or in combination with each other. One customer,
AutoTrader.com, hired us to manage a database of more than one million used
automobiles that is updated several times per day and which is searchable by
location and attribute. AutoTrader's customers are able to search the database
using one or more selected variables. As an example, an AutoTrader shopper
might search for a four-door Ford Taurus that is less than three years old,
costs no more than $12,000 and is located within five miles of the shopper's
home. While we have not yet been asked to provide the service, Business Finder
is also capable of serving as a real-time outsourced inventory management
system.

We refer to our search capabilities as "boundary-less" (i.e., searches for the
nearest items without regard for boundaries such as city, state, zip code, or
latitude-longitude boundaries). This search methodology starts at a designated
point and then spirals outward to find the nearest items. We believe this
methodology to be superior to common zip code matching techniques which can
misdirect callers to locations that while in the same zip code are more distant
than locations within adjoining zip codes. This process is also extremely
scalable and allows us to support the millions of queries that we receive per
day. While most Business Finder applications return locations in proximity
order, some of our customers require other orderings, or require that searches
respect dealer territory restrictions. Business Finder has the flexibility to
handle these requirements.

                                       33
Web Business Finder

Web Business Finder is a private-label service incorporated into our clients'
Web sites. Though the pages viewed by customers are often hosted and served by
our servers, the end user is unaware that he has left the branded site he chose
to visit. Using Web Business Finder, our clients' customers can quickly and
easily obtain a listing of our clients' nearest store locations with the
distance to each location provided. Web Business Finder can be customized to
provide information about each location, such as its address, telephone number
or hours of operation. McDonald's uses this service to indicate whether a
particular restaurant features a McDonald's Playland and to allow customers to
locate every McDonald's location along a given route. Another client, VISX,
Inc., uses our telephone and Internet services to help potential customers
interested in laser vision correction to locate VISX-certified doctors within
their community. Our clients have the option of including within the search
results dynamic maps showing a specified number of nearby locations and
customized driving directions to those locations. We currently offer Web
Business Finder services in the United States, 12 European nations and in seven
languages.

 Telephone Business Finder

Telephone Business Finder gives potential customers access via any land-line
telephone to the same database we maintain for each of our client's Web
Business Finder service. Telephone Business Finder provides street addresses
automatically and is able to instantly connect a caller directly to a store or
to the client's customer service representatives. The service uses an
interactive voice response system to provide automated interaction with
callers. Caller identification can be used to instantly recognize the location
of a caller and direct him to the nearest store locations or the service can be
set to allow callers to search for stores in their locality or another area
simply by entering in a zip code or telephone area code. The Wherehouse, a
chain of retail music stores, is currently utilizing Telephone Business Finder.
Callers can dial 1-800-WHEREHOUSE and find Wherehouse locations by inputting
their zip code or telephone number.

 Wireless Business Finder

Through our partnership with GTE Telecommunications Services, Inc., we are
developing Wireless Business Finder, a service to identify the area from which
a wireless device user is calling. Once operational, the caller will be
automatically directed to the client location closest to his current position
and, if desired, connected to that store or transferred to a customer service
representative. The technology can also be used to assist human operators or to
send short text messages to advanced wireless phones and other devices.

Our clients will soon be able to further promote their brands through the use
of vanity telephone numbers whereby consumers will be able to locate nearby
merchants by dialing easy to remember telephone numbers related to the brand
name. One of the key benefits of this service will be our clients' ability to
further extend the reach of the location and product information available
through our Web Business Finder service. Since the penetration of wireless
devices currently surpasses the penetration of personal computers into U.S.
households, we believe this ability to address the wireless market will be a
distinct competitive advantage for participating branded merchants.

Vicinity SiteMaker

SiteMaker allows each store location of a national branded chain or franchise
to create its own Web site. SiteMaker provides a national brand with increased
visibility through promotions, discounts and other marketing programs at the
local level while allowing national control over brand integrity. These Web
sites can be customized with information such as store hours, calendars and
special promotions.

                                       34
The sites conform to design standards mandated by the corporate parent. Local
store managers can add photographs, product graphics, unique local content and
interactive objects to their SiteMaker sites. The SiteMaker product is designed
to allow these changes to be made by almost anyone and no knowledge of Internet
programming languages, such as HTML, is required. We provide a unique local map
for each site. Since the sites are hosted by us, the stores are not required to
maintain any server hardware. SiteMaker is fully integrated with our Web
Business Finder product. For example, CarClub.com, a comprehensive online
source of automotive information, products and services, uses a customized
Business Finder to allow visitors to its Web site to search for the appropriate
CarClub.com affiliated auto dealers, lenders, insurers or mechanics in their
area. Each participating CarClub.com merchant is able to manage and maintain
their own Web site complete with product descriptions, photographs, pricing and
store location information.

We also offer a secure credit card e-commerce module for franchisees who want
to sell their products and services directly over the Internet. This approach
gives the franchiser the ability to participate in the growth of direct to
consumer e-commerce while avoiding the channel conflict associated with selling
direct from the brand owner's corporate Web site in competition with existing
stores or franchisees.

In July 1999, we entered into a partnership with Prio to integrate Prio's
purchase incentive capabilities into SiteMaker, which was a significant
addition to our local merchant services. With this technology, Vicinity-enabled
stores can extend an "Act Now!" promotional message to potential customers by
offering credit on their MasterCard, American Express or Visa credit cards
without requiring the need to print and submit paper coupons to the merchant.
This partnership adds timeliness to our clicks-and-mortar solution. In addition
to directing a potential customer to a client's retail location, we now have
the ability through this partnership to motivate that individual to visit a
store within a certain time period in order to redeem a promotional offer.

Vicinity BrandFinder

BrandFinder is a consumer lead generation tool that we provide to our clients
through Web sites, wireless devices and shopping engines that allows
individuals online to search a designated area for a retailer that carries a
specific branded product. The first implementation of BrandFinder was the
result of a partnership with Inktomi in which we built and host the local
portion of the Inktomi shopping engine using our BrandFinder service. More than
20 leading portal and destination sites, including CNET, CNNfn and American
Express have signed up to utilize the Inktomi shopping engine.

    [GRAPHIC-- Text above graphic reads "the Clicks-and-Mortar
    Process." On the left-hand side are three persons, to the right of
    them are pictures of two devices and two Web sites that customers
    can use to access our services. To the right of the devices/Web
    sites is the text "BrandFinder." To the right of that, text reads
    "SiteMaker" with lines pointing to "Incentive" and "E-commerce."
    On the far right is a column of five pictures, showing products
    consumers can find using our services.]

An individual consumer might come into contact with BrandFinder in a number of
ways. For example, if an individual is interested in purchasing a pair of blue
jeans, he or she might start out on an Internet portal powered by Inktomi by
typing in a generic search request, such as "pants," or a brand-specific
request, such as "Levi's." Alternatively, if the individual did not have
current access to a computer, he or she could make a similar request via a Palm
VII, a wireless telephone utilizing the

                                       35
new Wireless Applications Protocol, or WAP, or through other Internet-enabled
devices. With BrandFinder, users can instantly generate information on a wide
array of businesses from banks and cash machines, to restaurants, gas stations
and hotels.

Once a search has been initiated, BrandFinder returns a list of the stores that
carry the desired product in the area in which the individual is searching. If
the consumer is online, he or she might also be presented the option to visit a
local store's Web site powered by SiteMaker. On the store's local Web site, the
individual might be exposed to promotional incentives from Prio, which, if
acted on, would appear as rebates on his credit card statement. BrandFinder is
designed to direct consumers to one of our clients' store locations with the
benefit of the following characteristics or information:

    . the storefront offers known national brand products and services;

    . the locations are the ones nearest to the address specified;

    . the locations identified carry the desired product or service;

    . which of the locations is running a special offer (e.g., "Save $5!")
      through a Prio promotion;

    . when the locations are open; and

    . whether each location accepts a specified credit card.

The combination of the access to a large number of shoppers and the ability to
offer each of those shoppers a specific incentive to visit a client's retail
location leaves us well positioned to take advantage of the explosive growth of
Internet usage. We link shoppers utilizing portals to browse for their
preferred brands and the brick-and-mortar stores that carry those brands.

MapBlast! Brand Mapping Service

Our MapBlast! business unit operates a leading consumer destination site that
attracts more than 1.3 million unique users and serves more than 21 million
pages a month. In addition to providing interactive U.S. and European maps and
driving directions, the MapBlast! Web site offers information on services and
products near a user's address or travel route, lodging information and
reservation capabilities, scheduling services, traffic reports and local points
of interest. MapBlast! also provides maps and driving directions to many small
businesses and several Internet portals as well as notable destination sites
including RandMcNally.com. Our partners include Hilton Hotels, Barnes & Noble,
AvantGo, WorldRes, Inc., ShopNow.com and TimeDance. In August 1999, MapBlast!
was selected to provide driving directions on interactive ATMs located in
Texaco service stations nationwide.

Professional Services

While our regular service offerings have been designed for scalability and ease
of implementation, our clients frequently request special features and
applications that must be custom built. In addition, we help design, maintain
and manage large databases that incorporate geographic or location-based
information. For example:

    . Network Solutions selected us to build and host their "dot com
      directory," a database of registered domain names designed to allow
      individuals to search for specific attributes such as location or site
      content;

    . Prio selected us to host, maintain and deliver all of the
      participating store and product data for its Web-based promotions; and

    . Shell International Petroleum Company selected us to co-design and
      deploy a European Trip Planner Web site.

                                       36
Because these projects require special skill and attention, we have recently
decided to create a professional services organization within our company to
manage these projects. Our professional services group will apply our
specialized knowledge to specific business problems and develop solutions that
would be impractical for our clients to design or implement themselves.
Services, for which we will charge on an hourly or project basis, will range
from concept development and project design of clicks-and-mortar solutions to
the tracking, data-mining and analysis of Internet users' online activity.

Strategic Relationships

A key contributor to our growth has been the ability to develop strategic
relationships with leaders in other markets. These partnerships provide us with
valuable local content as well as distribution outlets. These relationships
also have enabled us to significantly expand our service offerings in 1999.

Technology and Infrastructure Partners

We continuously evaluate and enter into relationships with companies who are
leaders in their respective fields when a partnership will create more value
than we can create alone. Through these relationships, we attempt to create
unique products designed to extend the power of our clicks-and-mortar service
solutions by providing new functionality to our clients, Web sites and
consumers.

 Prio, Inc.

Prio is a provider of electronic commerce solutions designed to drive commerce
both online and in traditional retail environments. The Prio platform presents
personalized, valuable promotions to consumers over the Internet. In July 1999,
we entered into an agreement with Prio to integrate Prio's incentive
capabilities into our SiteMaker service. With this technology, Vicinity-enabled
stores can now extend an "Act Now!" promotional message to potential customers
by offering credits on their Mastercard, American Express or Visa credit cards
without requiring the need to print and submit paper coupons to the merchant.

Prio's promotional capabilities can be used to verify that a specific user that
originated on a client's Web site or a portal partner's search engine later
consummated a purchase with a participating local merchant. With this new
infrastructure technology, national brands as well as the local merchant are
presented with the opportunity to generate qualified leads through incentives
directed at consumers using the Internet to research products and services.
Because the Prio system tracks consumers' responsiveness to various incentive
programs, participating merchants can gain valuable insight into their
customer's purchasing behavior. Our company and Prio share in transactional
fees based on the value of the promotion offered by our clients.

 GTE Telecommunications Services, Inc.

GTE TSI provides integrated wireless solutions for more than 180 wireless
operators throughout North America, Latin America and Europe. In February 1999,
we entered into a partnership with GTE TSI to offer GTE's INPosition service
with our Wireless Business Finder. Once this service becomes operational,
callers will be able to locate nearby businesses through a system that is able
to automatically identify the caller's approximate location. Wireless Business
Finder will take advantage of new wireless infrastructure technology currently
being installed to accurately determine an emergency 911 caller's location.

                                       37
Phone.com

Phone.com develops, markets and supports infrastructure software and
applications that enable the convergence of the Internet and mobile telephony.
In October 1999, in cooperation with Phone.com, we deployed BrandFinder on WAP
telephones. In addition, as a member of Phone.com's Alliances Program, we have
gained access to wireless equipment vendors around the world who we plan to
work with to distribute our content.

 Kleline

In August 1999, we entered into a set of agreements with Kleline, a subsidiary
of BNP Paribas Group, to enable us to process credit card payments securely and
cost-effectively in multiple currencies across Europe and North America.
Kleline will also act as a reseller, promoting our services to its own
customers.

 US West DEX

US West DEX, the directory publishing and Internet yellow pages division of US
West, has contracted with Vicinity to give wider exposure to DEX listings
through geographically oriented search results in its various shopping and
searching services. This distribution provides extremely targeted exposure to
DEX listings.

Distribution Partners

Through our relationships with search engines, Internet portals and other
partners, we enable our clients and partners to reach a wide consumer audience.
This integration of our corporate locator content and services with major
Internet sites provides our national brand clients access to a large online
distribution network.

 Inktomi

Inktomi provides search engines, online comparison shopping solutions and
network cache software to some of the world's largest Internet infrastructure
and media companies. In June 1999, we entered into a partnership with Inktomi
in which we agreed to build and host the "Local" section of Inktomi's shopping
engine, which gives online shoppers the capability to more easily find a wide
variety of products and services both online and in the real world. This
integration of our corporate locator content and services with Inktomi's
shopping engine provides our national brand clients access to a large online
distribution network while providing Inktomi a large amount of accurate local
content. More than 20 leading portal and destination sites have signed up to
use the Inktomi shopping engine.

 Northern Light

Northern Light, one of the world's most comprehensive search engines, prides
itself on the accuracy and usefulness of the search results it gleans from some
5,400 sources. In March 1999, we entered into a technology development and
marketing agreement with Northern Light to deploy our GeoSearch technology
within the Northern Light search engine. GeoSearch allows Northern Light to add
a geographic component to its searches by filtering tens of millions of Web
pages based on the addresses they contain. This technology permits individuals
online to conduct proximity related searches with far greater success than the
alternative of inputting the names of all neighboring towns as keywords in the
search.

                                       38
ShopNow.com

ShopNow.com provides shoppers and merchants with an online marketplace and a
broad array of e-commerce and direct marketing solutions by aggregating more
than one million products and services from more than 29,000 merchants at one
Web site that can be rapidly and efficiently searched by category, merchant or
product. ShopNow's mission is to sell anything to anyone at anytime, anywhere.
In July 1999, we entered into an agreement with ShopNow.com in which we will
provide a "go local" capability through our BrandFinder service. In other
words, if a consumer is searching for jeans, ShopNow can now present them with
an array of online jeans merchants from their own database and, with our
services, also offer a selection of relevant real world stores near their home.
Our clients are prominently featured in this result, bringing highly-targeted
choices and offers to the consumer and valuable leads to our clients.

Resellers

We operate an active channel partner program encouraging leading companies
worldwide to integrate our services into their own products and service
offerings or refer customers to us.

 Aperto Multimedia

Aperto Multimedia is one of the leading multimedia agencies in Berlin and
provides Web marketing services to Coca-Cola, Siemens and Sony in Germany. In
June 1999, we signed a partnership establishing Aperto as one of our leading
channel partners for the German market. The companies started conducting joint
sales calls and producing German language marketing materials in July 1999.

 Exodus

Exodus is a leading provider of secure communications systems and network
management solutions for enterprises with mission-critical Internet operations.
Two of our three existing data centers are located within Exodus facilities.
Since all Exodus customers with real-world stores are candidates for our
services, and because many of our customers may consider Exodus for their
Internet hosting requirements, in October 1999 our company and Exodus joined
each other's alliance partner programs. Under this arrangement, our company and
Exodus will work together to refer each party's existing customers to the
other.

 Icon MediaLab

Icon MediaLab is a Web development and consulting firm, headquartered in
Stockholm with offices across Europe and in San Francisco. In June 1999, Icon
became a channel partner, promoting our services to its global clients who
operate real-world sales locations.

 Kataweb

Kataweb is the Internet subsidiary of Gruppo Editoriale L'Espresso S.p.A.,
Italy's largest media company. In April 1999, our company and Kataweb entered
into a partnership in which we will create a searchable online classified ad
site for Gruppo L'Espresso's publishing group and expose the Italian consumer
and business markets to our technology and capabilities. Kataweb also agreed to
become a channel partner and is utilizing its sales force to sell our services
in Italy.

                                       39
Clients

We have more than 250 clients including many of the leading names in the
retail, hospitality, food and beverage, shipping, banking, automotive,
technology and manufacturing industries. Examples of our existing clients
include:
Consumer Brands   Retailers                       Hospitality
 ---------------   ---------                       -----------
Harley-Davidson   Barnes & Noble                  British Airways
 Levi Strauss      The Gap                         Choice Hotels
 Nike              Home Depot                      Hilton Hotels
 Olympus           Kmart                           Marriott
 Tommy Hilfiger    Nordstrom                       Starwood
Food and Beverage Shipping                        Banking/Financing
 ----------------- --------                        -----------------
KFC               Airborne Express                Edward Jones
 McDonald's        DHL                             Fleet Financial/Bank Boston
 Pizza Hut         FedEx                           Novus/Discover
 Taco Bell         United Parcel Service           Prudential
 Starbucks         U-Haul                          Wells Fargo/Norwest
Automotive        Technology                      Manufacturing
 ----------        ----------                      -------------
Ford              Epson America                   AC Delco
 General Motors    Hewlett-Packard                 Avery Dennison
 Honda             Iomega                          Bridgestone/Firestone
 Mercedes-Benz     NEC Technologies                John Deere
 Toyota            Oracle                          Whirlpool
Historically, we have been successful in retaining existing clients. Of the
more than 230 Business Finder clients served since the beginning of fiscal
1998, more than 94% remained as Business Finder clients as of November 1, 1999.
The contract value of the Business Finder clients lost during that period would
have represented less than three percent of our revenues during fiscal 1999. We
believe that our unique service offerings and our ability to provide a complete
outsourced solution for our clients have been significant factors contributing
to our high historical retention rates.

While we offer a variety of service offerings, all of our clients turn to us
for assistance in implementing a strategy. With each client relationship, we
work with the client to identify additional ways to leverage the technology
deployed by us. Examples include:

 Federal Express

Federal Express maintains tens of thousands of drop-box locations and offices
throughout the United States with more being added or relocated on a daily
basis. The problem Federal Express faced was providing a way for its customers
to conveniently find the nearest location and to do this in a cost effective
manner. Even though Federal Express's business requires mastery of location
information, their internal review of the problem revealed that Web Business
Finder provided the most efficient solution available.

 Marriott

Marriott has implemented our clicks-and-mortar services in an effort to
accomplish two goals. First, our services help turn visitors to Marriott's Web
site into reservations at Marriott properties by directing users to specific
sites that best fit their interests. Whether a customer is seeking the hotel

                                       40
closest to the convention center or the hotel that has a heated indoor pool, he
can utilize our search and database capabilities to find the appropriate
property. In addition, by utilizing our reports, Marriott is able to determine
which features of a particular property, such as a pool or business center, are
most important to potential visitors to that property.

Second, Marriott wanted visitors to its Web site to have easy access to local
content and information such as the location of nearby restaurants and popular
nearby tourist attractions. By providing this information, Marriott believes
that visitors to its Web site will spend more time on the site. This objective
is sometimes referred to as making the Web site "sticky." We helped Marriott
accomplish this goal by making available local information for each hotel
location such as restaurants and popular nearby tourist sites. By providing
this information on its site through us, Marriott is able to keep visitors on
its Web site to plan their visits rather than sending them to another travel
planning destination. Marriott's vice president of interactive business
operations estimates 60% of the visitors to the Web site utilize our services.

 Shell International Petroleum Company

For several years we have provided Shell with a Web Business Finder solution
for its gas stations located within the U.S. In late 1999, Shell decided to
build a destination Web site incorporating an elaborate Trip Planning Guide to
give Shell customers driving directions and points-of-interest guidance in
local languages across 12 European countries. Shell contracted with Vicinity
and USWeb/CKS to co-develop this site which went live in October 1999.

 Eveready Battery Company

Eveready is one of the world's largest manufacturers of dry cell batteries.
Although its Energizer and Eveready brands are known worldwide and sold in more
than 160 countries, consumers frequently do not know which Eveready battery is
the right one for their calculators, toys, watches or other electronic devices.
To solve this problem, Eveready worked with us to build and host a product
search engine and store locator. Using our technology, the "Rechargeable"
section of Eveready's Web site allows customers to search a database of 8,500
cellular phones, camcorders and cordless phones to determine the right Eveready
product to power each device. Customers can type in any or all of the following
information: brand, model number, as well as other useful information, or click
on a picture of the product, and be directed to the correct Eveready battery
and a local store that regularly carries that battery.

 Network Solutions, Inc.

NSI is the world's leading registrar of Internet domain names. NSI registers
the majority of Web addresses worldwide through various channels including
almost 200 companies in its Premier program. In April 1999, we entered into a
partnership in which we are building and hosting significant portions of the
database and search engine for NSI's "dot com directory," a new search engine
that locates businesses through information linked to their domain name
registration. NSI intends the "dot com directory" to be the Web's definitive
source for locating online businesses.

Sales and Marketing

Our services are sold through an in-house direct sales team as well as an
outsourced telemarketing agency. We also utilize our network of channel
partners to both refer business to us and to sell our services under their own
private-labels. Current channel partners include SpeechWorks International,
Inc., Icon MediaLab, Aperto Multimedia, Gruppo L'Espresso, Price Interactive,
Inc., Netopia, Inc. and Prio. We also maintain strong relationships with
advertising, promotional and Web marketing agencies

                                       41
that often incorporate our services into projects they manage for their brand
clients. We are working aggressively to expand our existing internal sales and
marketing capabilities as well as the company's channel partner program.

Our target markets for sale of our clicks-and-mortar services include:

    . large companies with an established consumer brand;

    . companies with a branded product line sold through retail
      distribution;

    . companies with a branded chain of stores;

    . advertising agencies servicing national brands;

    . web development agencies servicing national brands;

    . direct marketing agencies servicing national brands;

    . franchisers and their franchisees; and

    . shopping and search engines.

We build awareness and demand for our services through marketing programs
including direct marketing, print and Internet advertising, trade shows and
events, public relations, international marketing, channel marketing and
telemarketing. Sales are implemented through a team of direct sales
representatives and channel partners. The sales cycle, from identifying a
prequalified lead to the signing of a services contract, is typically two to
four months, though in some cases this cycle is accelerated due to a client's
desire to implement a solution quickly or meet a promotional or season
deadline, such as the holiday shopping season. Frequently with a potential new
client, the initial competitor to our service offering is the client's own in-
house information systems department which may initially believe that it can
duplicate our services at a lower cost. This often delays the sales process,
but we are currently unaware of any retailer or merchant that has decided to
build its own solution after having been exposed to our service offerings.

Technology and Infrastructure

Our core competency is the ability to design, build, implement and manage
projects involving large databases that contain product, location and attribute
information. Our technical expertise spans many software development
specialties including system-level programming, cross-platform solutions, user-
interface and template design, production system operation and localization.
Our most important skill is the development of high performance spatial
databases that are used to manage our location-specific data and to manage
large amounts of client information, including store location and product
availability data. Through an automated process, our customers update this data
set based on their own business rules.

 Architecture

The architectural model for our services is a general purpose template
processing engine which handles user events, controls program flow and calls
component sub-servers that manage our Web Business Finder service to handle all
content-specific transactions. The sub-servers handle service requests as
socket-based stateless transaction processors. Since the engine and the various
sub-servers are all continuously running processes, it is not necessary to
start-up any processes in order to handle a request. These processes are
adjusted to respond to system load as well as recovery from the occasional
system error. This architecture allows maximum flexibility of resource
deployment across multiple networked machines.

                                       42
Service Delivery

We deliver our services to customers through either an application programming
interface, or API, or through our Web development organization which produces a
specific template set for an individual customer. The API allows the customer
to control the interface and provide the customer with maximum flexibility in
terms of creative control. Whether delivered via templates generated by us or
using the API, the service is built around customer supplied data that may be
updated in batch mode, net change, or on a transaction basis depending on
customer needs. Our customer service organization maintains contact with
customers to help them work through any issues before, during and after
deployment of their application.

Reporting and Data Mining Capabilities

The usage and reporting data generated by the system are measured in gigabytes
per day and are a valuable tool for customers to understand the effectiveness
of their marketing efforts. We report usage results through standard secure
reports by customer, category, keyword, designated marketing area or other
custom requirements.

Scalability and Stability

We have invested significant resources in the hardware systems that deliver our
services with the objective of 99.9% availability in a fully scalable
environment across multiple data centers. Our front-end Web servers and
database servers are Sun Enterprise systems designed for reliability,
availability and serviceability to support the operation of our customer's
mission-critical applications. We have designed the servers to tolerate power,
cooling, or storage failures without affecting system operation and to recover
from most failures with minimal disruption. These systems are optimized to
provide extremely high throughput.

Our services are monitored on a 24 hours per day, seven days per week basis. At
the present time, our system is generally running at less than 40% of rated
capacity at peak usage to permit quick application response. We do not intend
to permit the production system to be allowed to exceed 50% of its rated
capacity. This excess capacity is designed to ensure availability despite
partial system failure. In addition, the system is protected by a high
performance firewall and balanced through a state-of-the-art load balancing
solution.

We currently operate three geographically separate data centers. A typical data
center configuration has front-end servers processing requests from our
customers through switches connected to a load balancing solution. These front-
end servers make specific requests to multiple back-end database machines as
well as systems that process geographic content such as maps and driving
directions. For security reasons, back-end systems cannot be accessed from the
Internet and process only specially formed queries from the front-end machines.
Each of these sub-systems is fully redundant both in terms of software and
hardware. In the event of a sub-system failure, the load is automatically
transferred to the next available machine. Monitoring software automatically
notifies the on-duty operator of a problem so that immediate action can be
taken.

Competition

The market in which we compete is relatively new and our services are highly
specialized. While competition exists for most of our service offerings, the
number of companies with which we compete is relatively small and we are
unaware of any one company that competes against us across our full range of
services. We expect competition with our services to increase over time as the
market for our services grows. Competition may also increase as a result of
industry consolidation.

                                       43
In the markets occupied by our higher-end products such as Web Business Finder,
we face competition from companies including InfoNow Corporation, which
provides outsourced Web-based inquiry management services, and Where 2 Get It
Inc., which provides Internet-based dealer locator service. Our SiteMaker
service competes indirectly with companies that provide free or low-cost web
creation and hosting services in conjunction with internet service provider, or
ISP, services. Finally, with many potential new clients, the initial competitor
to our service offerings is the client's own in-house information systems
department which may initially believe that it can duplicate our services at a
lower cost. This often delays the sale process, but we are currently unaware of
any retailer or merchant that has decided to build its own solution after
having been exposed to our service offerings. In each competitive situation
that we face, we believe the factors that cause potential clients to consider
our services include the depth of our service offerings, our ability to
integrate our services into larger marketing initiatives, the quality and
reliability of our services, our speed of implementation and the overall
quality of our technology and client service.

Our MapBlast! business unit focuses on providing simple maps and driving
directions and faces significant competition from a variety of companies,
including MapQuest.com, Inc., Zip2 Corporation, now known as AltaVista Local
Portal Services, and Switchboard Incorporated, all of which are able to provide
these services at very competitive prices. Competitive factors within this
marketplace include being the first to offer a mapping solution to a potential
customer, product and service pricing and the quality of the products and
services offered.

We believe that our ability to compete depends upon many factors, including our
ability to provide depth and accuracy of destination information, to increase
our sales force and to implement our sales and marketing initiatives, in
addition to the introduction and acceptance of new and enhanced products and
services developed either by us or our competitors and the ease of use of
products and services developed either by us or our competitors.

Intellectual Property

We have filed several applications for U.S. patents in order to protect
proprietary intellectual property that we believe is important to our business.
These include an application entitled "Method and Apparatus for Efficient
Proximity Searching," "A Method and Apparatus of Expanding Web Searching
Capabilities" and "A Method and System for Providing a Web-Shareable Personal
Database."

Our products and services rely on the availability and accuracy of geographic
data. We have licensed a significant portion of our geographic data from a
limited number of sources through non-exclusive, short-term contractual
arrangements. If any of these third parties were to merge or be acquired, the
number of sources providing this geographic data would be further reduced.
Given the short terms of our geographic data licenses, we will have to
renegotiate our contracts in the foreseeable future which may result in
contractual terms that are not as favorable to us as the existing data
licenses. If we cannot maintain these data licenses or any other third-party
license arrangement on commercially reasonable terms, the accuracy of our
services may suffer.

Government Regulation

We are subject, both directly and indirectly, to various laws and governmental
regulations relating to our business. There are currently few laws or
regulations directly applicable to commercial online services or the Internet.
However, due to increasing popularity and use of commercial online services and
the Internet, it is possible that a number of laws and regulations may be
adopted with respect to commercial online services and the Internet. These laws
and regulations may cover issues including, for example, user privacy,
liability for information retrieved from or transmitted over the Internet,

                                       44
online content regulation, user privacy, taxation and domain name registration.
Moreover, the applicability to the Internet of existing laws governing issues
such as intellectual property ownership and infringement, copyright, patent,
trademark, trade secret, obscenity, libel, employment and personal privacy is
uncertain and developing. Any new legislation or regulation or the application
of existing laws and regulations to the Internet could have a material and
adverse effect on our business.

As our services are available over the Internet anywhere in the world, multiple
jurisdictions may claim that we are required to qualify to do business as a
foreign corporation in each of those jurisdictions. Our failure to qualify as a
foreign corporation in a jurisdiction where we are required to do so could
subject us to taxes and penalties for the failure to qualify. It is possible
that state and foreign governments might also attempt to regulate our
transmissions of content on our Web site or on the Web sites of others or
prosecute us for violations of their laws. We cannot assure you that violations
of local laws will not be alleged or charged by state or foreign governments,
that we might not unintentionally violate these laws or that these laws will
not be modified, or new laws enacted, in the future.

Employees

As of October 31, 1999, we had 112 employees, including five hourly personnel
and consultants, employed in engineering, sales, marketing, business
development, customer support and related activities, and general and
administrative functions. None of our employees is represented by a labor
union, and we consider our relations with our employees to be good. See "Risk
Factors--In order to execute our growth plan we must attract, retain and
motivate highly skilled employees."

Facilities

Our headquarters facilities consist of approximately 25,600 square feet located
in Palo Alto, California which we occupy under leases expiring in June 2000. We
occupy 11,500 square feet in New Hampshire under a three year lease which is
used for engineering and product development. We also lease approximately 1,200
square feet in San Francisco, California for satellite office space. We
consider this space adequate for our current operations and plan to evaluate
our long-term need for office space in early 2000. We also lease space in a
number of data centers in which we locate our equipment.

Legal Proceedings

We are not currently engaged in any material legal proceedings.

                                       45
Management

The following table sets forth, as of November 1, 1999, the name, age and
position of each of our directors and executive officers.
Name                   Age                    Position
--------------------------- --- -----------------------------------------------
Emerick Woods.............. 44  President and Chief Executive Officer, Director
Scott Young................ 41  Senior Vice President, Operations
David Seltzer.............. 45  Vice President and Chief Financial Officer
Gregory Beasley............ 36  Vice President, Business Development
Mary Gavin................. 42  Vice President, Engineering
Elaine Hamilton............ 52  Vice President, Human Resources
Dinesh Wadhawan............ 42  Vice President, Sales
Eric Winkler............... 33  Vice President, Marketing
David Cherner.............. 35  General Manager, MapBlast!
Scott Shuda................ 33  General Counsel and Secretary
Herbert M. Dwight, Jr.      69  Chairman of the Board of Directors
 (1)(2)....................
Jonathan Callaghan......... 30  Director
James J. Geddes, Jr........ 49  Director
Fred Gibbons (2)........... 50  Director
Peter Mills................ 48  Director
Norman Nie (1)............. 56  Director
Michael Sears (2).......... 43  Director
Peter Ziebelman (1)........ 43  Director
-------------------
(1)  Member of the Compensation Committee.
(2)  Member of the Audit Committee.

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.

Scott Young has served as our Senior Vice President, Operations since October
1997. 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.

David Seltzer has served as our Vice President and Chief Financial Officer
since June 1998. From August 1998 to May 1999, Mr. Seltzer also served as our
Secretary. From August 1997 to May 1998, Mr. Seltzer was an independent
financial consultant. From June 1994 to July 1997, Mr. Seltzer was Vice
President and Chief Financial Officer of Portrait Displays, Inc., a developer
of pivoting displays and image rotation software. From April 1992 to May 1994,
Mr. Seltzer was the Corporate Controller for Truevision, formerly known as
RasterOps, a provider of digital video computer products. Mr. Seltzer holds a
B.A. in Business Studies from the College of Technology in Glasgow, Scotland.

                                       46
Gregory Beasley has served as our Vice President, Business Development since
August 1998. From 1996 to 1998, Mr. Beasley was the Chief Executive Officer of
Skytech, Inc., an Internet business development company. From 1994 to 1996, Mr.
Beasley was Co-Founder, Vice President of Marketing and General Manager of the
Consumer Division of Worlds, Inc., a developer of graphic chat spaces on the
Internet. Mr. Beasley holds a B.A. in Computer Science and Psychology from
Dartmouth College, and an M.B.A. from Harvard University.

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

Elaine Hamilton has served as our Vice President, Human Resources since October
1999. From June 1998 to October 1999, Ms. Hamilton was the Vice President of
Human Resources of Geron Corporation, a biopharmaceutical company providing
therapeutic and diagnostic products for cancer and other age-related diseases.
From April 1995 to June 1998, Ms. Hamilton was the Director of Human Resources
for Metricom, Inc., a provider of prism-coupling products used to evaluate
polymers. Ms. Hamilton holds a B.A. in Education and Psychology from the
University of Iowa and an M.S. in Human Resources and Organization Development
from the University of San Francisco.

Dinesh Wadhawan has served as our Vice President, Sales since March 1999. 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.

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 General Manager, MapBlast! since April 1999.
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 Vicinity. 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 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.

                                       47
Herbert M. Dwight, Jr. has served as Chairman of the Board of Directors since
October 1999. Mr. Dwight has served in a number of positions for Optical
Coating Laboratory, Inc., a manufacturer of optical thin films, including
Chairman of the Board since August 1991, 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.

Jonathan Callaghan has served as a Director since May 1997. Since May 1997, Mr.
Callaghan has been a General Partner of CMG@Ventures, a venture capital firm.
From June 1991 to June 1995, Mr. Callaghan was an associate of Summit Partners,
a venture capital firm. Mr. Callaghan holds a B.A. from Dartmouth College and
an M.B.A. from Harvard University. Mr. Callaghan is also a Director of Chemdex
Corporation, Hotlinks Corporation, Exp.com, Inc. and several private companies.

James J. Geddes, Jr. has served as a Director since August 1999. Since
September 1995, Mr. Geddes has been the Managing Director of Trans Cosmos USA,
Inc., an investment management company, which is an affiliate of the EnCompass
Group, Inc. From August 1993 to August 1995, Mr. Geddes was the President and
Chief Executive Officer of InVision Systems Corporation, a provider of
Internet-based desktop video software. Mr. Geddes holds a B.S. in Electrical
Engineering from the University of Maryland.

Fred Gibbons has served as a Director since October 1995. From October 1995 to
October 1999, Mr. Gibbons was the Chairman of the 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.
in Science Engineering and a M.S. in Computer Engineering from the University
of Michigan and an M.B.A. from Harvard University. Mr. Gibbons is also a
Director of MIPS technologies, Inc., Inverse Networks, Inc. and several private
companies.

Peter Mills has served as a Director since February 1996. Since March 1995, Mr.
Mills has been a General partner of CMG@Ventures, 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. in Communications from Ithaca
College and an M.B.A. from Columbia University.

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.

Michael Sears has served as a Director since June 1998. Mr. Sears is currently
the Chief Executive Officer of Black Pearl, Inc., a retailer of specialty
jewelry. 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.

                                       48
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 Graduate School of Business.

Board Composition

We currently have nine authorized directors. Each of our directors is elected
at each annual meeting of stockholders to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy, holds
office until the expiration of the term for which he or she was elected and
until a successor has been elected and qualified.

Board Committees

Audit Committee

The Audit Committee of the Board of Directors reviews, acts on and reports to
the Board of Directors with respect to various auditing and accounting matters,
including the recommendation of our independent auditors, the scope of the
annual audits, fees to be paid to the independent auditors, the performance of
our independent auditors and our accounting practices. The members of the Audit
Committee are Messrs. Dwight, Gibbons and Sears.

Compensation Committee

The Compensation Committee of the Board of Directors determines the salaries,
benefits and stock option grants for our employees, consultants, directors and
other individuals compensated by our company. The Compensation Committee also
administers our stock-based compensation plans. The members of the Compensation
Committee are Messrs. Dwight, Nie and Ziebelman.

Director Compensation

Historically, we have not paid any cash compensation to our Directors for
serving on our Board of Directors, but have reimbursed them for their out-of-
pocket expenses incurred in connection with attending meetings of our Board of
Directors and, in certain instances, granted them options to purchase shares of
our common stock. After the closing of this offering, we anticipate providing
customary compensation to our non-employee directors. However, the amount and
nature of this compensation has not yet been determined. We anticipate that we
will continue to reimburse all Directors for their out-of-pocket expenses
incurred in attending meetings of our Board of Directors.

Compensation Committee Interlocks And Insider Participation

Our Compensation Committee currently consists of Messrs. Dwight, Nie and
Ziebelman. Each is a Director and none is an employee. None of our executive
officers served as a director or member of the Compensation Committee or other
board committee performing equivalent functions of another corporation, one of
whose executive officers served on our Board of Directors or Compensation
Committee.

Employment, Severance And Other Agreements

Employment Agreement with Emerick Woods

Effective February 1998, we entered into an employment agreement with Emerick
Woods pursuant to which Mr. Woods agreed to serve as our President and Chief
Executive Officer. This employment agreement provides that Mr. Woods will
receive an annual base salary of $200,000 and is eligible to

                                       49
receive an annual incentive bonus of up to $100,000. In addition, we agreed to
grant Mr. Woods options to purchase 955,137 shares of our common stock, 25% of
which vested immediately on the date of grant with a ratable portion of the
balance of the options vesting each month for a three-year period commencing
March 1998. In the event of specified merger or reorganization transactions, an
aggregate additional 50% of these options will become immediately vested,
subject to specified conditions. Under the employment agreement, Mr. Woods
receives a housing subsidy and is eligible to participate in employee benefit
plans available to our employees. In the event that Mr. Woods' employment is
terminated without cause or due to death or disability, the contract provides
that the base salary will be continued for up to nine months.

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.

Executive Compensation

The following table sets forth all compensation awarded to, earned by or paid
to our Chief Executive Officer and the four other most highly compensated
executive officers of our company whose annual salary and bonus exceeded
$100,000 in fiscal 1999, or Named Executive Officers, for services rendered in
all capacities to us during fiscal 1999.
---------------------------------
                                                                    Long-Term
                                                   Annual          Compensation
                                               Compensation(1)        Awards
                                              -------------------- ------------
                                                                         Shares
                                                                     Underlying
Name and Principal Position                     Salary       Bonus      Options
---------------------------                   --------    -------- ------------
Emerick Woods, President and Chief Executive
 Officer..................................... $200,000(2) $100,000            0
Scott Young, Senior Vice President,
 Operations..................................  130,000      30,000      190,000
David Seltzer, Vice President and Chief
 Financial Officer...........................  130,000      20,000            0
Gregory Beasley, Vice President, Business
 Development.................................  117,468      20,000      180,000
Mary Gavin, Vice President, Engineering......   92,083      10,000       55,000
-------------------
(1) In accordance with the rules of the Securities and Exchange Commission,
    other compensation in the form of perquisites and other personal benefits
    has been omitted for the Named Executive Officers because the aggregate
    amount of such perquisites and other personal benefits constituted less
    than the lesser of $50,000 or 10% of the total of annual salary and bonuses
    for each of such Named Executive Officers in fiscal 1999.

(2) Excludes $33,000 related to housing expenses paid by us on behalf of Mr.
    Woods.

                                       50
Option Grants In Last Year

The following table sets forth certain information regarding stock options
granted to each of the Named Executive Officers during fiscal 1999. We have not
granted any stock appreciation rights.
----------------------------------------------------------------------------------
                                                                             Potential Realizable Value at
                          Number of   % of Total                                Assumed Annual Rates of
                         Securities      Options                             Stock Price Appreciation for
                         Underlying   Granted to                                    Option Term(1)
                            Options Employees in  Exercise Market Expiration ------------------------------
Name                     Granted(1)  Fiscal Year     Price  Price       Date             5%            10%
----                     ---------- ------------  -------- ------ ---------- -------------- ---------------
Emerick Woods...........          0            0%      --     --         --             --             --
Scott Young.............          0            0       --     --         --             --             --
David Seltzer...........          0            0       --     --         --             --             --
Gregory Beasley.........    180,000         15.4     $0.15 $         8/19/08
Mary Gavin..............      5,000          0.4      0.15           8/19/08
-------------------
(1) Potential realizable values are net of exercise price before taxes, and are
    based on the assumption that our common stock appreciates at the annual
    rate shown compounded annually from the date of grant until the expiration
    of the ten-year term. These numbers are calculated based on Securities and
    Exchange Commission requirements and do not reflect our projection or
    estimate of future stock price growth.

Option Exercises and Fiscal Year-End Option Values

The following table sets forth certain information concerning stock option
exercises in fiscal 1999 and the number and value of unexercised options held
by each of the Named Executive Officers at July 31, 1999.
------------------------------------------------------------------------------------
                                                Number of Securities Underlying      Value of Unexercised
                                                    Unexercised Options at          In-the-Money Options at
                              Shares                     July 31, 1999                 July 31, 1999(1)
                            Acquired    Value ------------------------------- -------------------------------
Name                     on Exercise Realized Exercisable(2) Unexercisable(2) Exercisable(2) Unexercisable(2)
----                     ----------- -------- -------------- ---------------- -------------- ----------------
Emerick Woods...........     955,137                       0                0
Scott Young.............      50,000                 190,000                0
David Seltzer...........     130,000                       0                0
Gregory Beasley.........           0                 180,000                0
Mary Gavin..............           0                  55,000                0
-------------------
(1) There was no public trading market for the common stock as of July 31,
    1999. Accordingly, these values have been calculated on the basis of the
    assumed initial public offering price of $       per share, less the
    applicable exercise price per share, multiplied by the number of shares
    underlying such options.

(2) All options granted under our stock option plans are immediately
    exercisable; unvested shares issued upon such exercise are subject to
    repurchase by our company.

Employee Benefit Plans

1995 Stock Option Plan

Our 1995 Stock Option Plan was adopted by our Board of Directors in October
1995, and approved by our stockholders in February 1996. Under the 1995 Plan, a
total of 2,000,000 shares of common stock were authorized and 1,362,143 shares
were issued, 1,050,585 of which have subsequently been retired. No further
grants will be made under the 1995 Plan.

                                       51
The 1995 Plan may be administered by our Board of Directors, or a committee
thereof. Subject to the Act, Delaware corporate and securities laws, the
Internal Revenue Code and the rules of the Nasdaq National Market, our Board of
Directors may adjust the size and composition of the committee, or remove the
committee and administer the 1995 Plan directly. Our Board of Directors may
amend, alter, suspend or discontinue the 1995 Plan at any time. However, such
action will not affect the rights of previously granted options, unless there
is a written agreement to that affect signed by the option holder and our
company.

Upon any changes in our capitalization, such as a stock split or stock
dividend, the number of shares subject to each option and the shares
authorized, as well as the per share exercise price will be adjusted
proportionally. However, issues of any class of stock, or securities
convertible into shares of stock, will not trigger this proportional
adjustment. In the event of our proposed dissolution or liquidation, our Board
of Directors will notify each option holder before such action is taken. All
unexercised options will terminate immediately before the completion of such
transaction. If we merge or sell substantially all our assets, the outstanding
options must be assumed or substituted for by the successor corporation and/or
its affiliates. If the successor corporation refuses to honor or substitute the
outstanding options, they will become immediately and fully vested and
exercisable.

1996 Incentive Stock Option Plan

Our 1996 Incentive Stock Option Plan was adopted by our Board of Directors and
approved by our stockholders in November 1996. Under the 1996 Plan, a total of
4,291,317 shares of common stock were authorized and          shares were
issued,          of which have subsequently been retired. Upon the completion
of this offering, no further grants will be made under the 1996 Plan.

The 1996 Plan may be administered by our Board of Directors, or a committee
thereof. Subject to the Act, Delaware corporate and securities laws, the
Internal Revenue Code and the rules of the Nasdaq National Market, our Board of
Directors may adjust the size and composition of the committee, or remove the
committee and administer the 1996 Plan directly. Our Board of Directors may
amend, alter, suspend or discontinue the 1996 Plan at any time. However, such
action will not affect the rights of previously granted options, unless there
is a written agreement to that affect signed by the option holder and our
company.

Upon any changes in our capitalization, such as a stock split or stock
dividend, the number of shares subject to each option and the shares
authorized, as well as the per share exercise price will be adjusted
proportionally. However, issues of any class of stock, or securities
convertible into shares of stock, will not trigger this proportional
adjustment. In the event of our proposed dissolution or liquidation, our Board
of Directors will notify each option holder before such action is taken. All
unexercised options will terminate immediately before the completion of such
transaction. If we merge or sell substantially all our assets, the outstanding
options must be assumed or substituted for by the successor corporation and/or
its affiliates. If the successor corporation refuses to honor or substitute the
outstanding options, they will become immediately and fully vested and
exercisable.

2000 Equity Participation Plan

Our 2000 Equity Participation Plan was adopted by our Board of Directors in
         1999 as a successor equity plan to our 1996 Incentive Stock Option
Plan. The 2000 Plan will become effective upon the completion of this offering.
A number of shares equal to up to    percent of our outstanding common stock at
the beginning of each fiscal year may be issued under the 2000 Plan, provided
that the aggregate number of shares issuable upon the exercise of incentive
stock options, within the meaning of Section 422 of the Internal Revenue Code
of 1986, may not exceed         .

                                       52
The 2000 Plan provides for the discretionary grant of incentive stock options
to employees and for the grant of nonstatutory stock options, stock
appreciation rights, performance awards, dividend equivalents, stock payments
and deferred stock to employees and consultants. The 2000 Plan provides that we
cannot issue incentive stock options after November 1, 2009. The 2000 Plan also
provides for formula grants to the non-employee directors of nonstatutory stock
options to purchase          shares of common stock upon initial election to
the Board of Directors and          shares of common stock annually thereafter,
except that no annual grant will be made if the director was first appointed to
the board within 90 days of the applicable annual meeting of stockholders.

The 2000 Plan may be administered by our Board of Directors or a committee
thereof. The administrator has the power to determine the terms of the options
or other awards granted, including the exercise price of the options or other
awards, the number of shares subject to each option or other award (up to
         per year per participant), the exercisability thereof, and the form of
consideration payable upon such exercise. In addition, the administrator has
the authority to amend, suspend or terminate the 2000 Plan, provided that no
such action may affect any share of common stock previously issued and sold or
any option previously granted under the 2000 Plan without the consent of the
holder. The exercise price of nonstatutory stock options and other awards
granted under the 2000 Plan is determined by the administrator, but with
respect to nonstatutory stock options intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Internal Revenue
Code, the exercise price must be at least equal to the fair market value of the
common stock on the date of grant. With respect to any participant who owns
stock possessing more than 10% of the voting power of all classes of our
outstanding capital stock, the exercise price of any incentive stock option
granted must be at least equal 110% of the fair market value on the grant date
and the term of such incentive stock option must not exceed five years. The
term of all other options granted under the 2000 Plan may not exceed ten years.

In the case of restricted stock, unless the administrator determines otherwise,
the restricted stock purchase agreement will grant us a repurchase option
exercisable upon the voluntary or involuntary termination of the purchaser's
employment or consulting relationship with our company for any reason,
including death or disability. The purchase price for shares repurchased
pursuant to a restricted stock purchase agreement must be the original price
paid by the purchaser. The repurchase option will lapse at a rate determined by
the administrator. Options and other awards granted under the 2000 Plan are
generally not transferable by the optionee, and each option and other award is
exercisable during the lifetime of the optionee only by such optionee. Options
granted under the 2000 Plan must generally be exercised within three months
after the end of optionee's status as an employee, director or consultant, or
within one year after such optionee's termination by disability or death,
respectively, but in no event later than the expiration of the option's term.
The 2000 Plan provides that, in the event of a merger of Vicinity with or into
another corporation, the administrator will have the authority, but not the
obligation to accelerate the vesting of each outstanding option and other
award, except that options issued to non-employee directors will vest in full
upon the closing of such a transaction.

Contemporaneously with this offering, we will grant options to purchase
shares of common stock. The exercise price of these options will be the price
to public disclosed on the cover of this prospectus.

Employee Stock Purchase Plan

The Vicinity Corporation 2000 Employee Stock Purchase Plan was adopted by our
Board of Directors and our stockholders in       1999. A total of
shares of common stock has been reserved for issuance under the purchase plan.
As of the date of this prospectus, no shares have been

                                       53
issued under the purchase plan. The purchase plan, which is intended to qualify
under Section 423 of the Internal Revenue Code, contains consecutive offer
periods that are generally six months in duration. The offer periods start and
end on September 15 and March 15 of each year, except for the first offer
period, which will commence on the date immediately preceding the first date on
which a share of common stock is traded on an exchange or quoted on Nasdaq or a
successor quotation system and end on September 15, 2000. Employees are
eligible to participate if they are customarily employed by us or any
participating subsidiary for at least twenty hours per week. However, no
employee may be granted a right to purchase stock under the purchase plan (1)
to the extent that, immediately after the grant of the right to purchase stock,
the employee would own, or be treated as owning, stock possessing 5% or more of
the total combined voting power or value of all classes of our capital stock or
(2) to the extent that his or her rights to purchase stock under all of our
employee stock purchase plans accrues at a rate which exceed $25,000 worth of
stock for each calendar year.

The purchase plan permits participants to purchase common stock through payroll
deductions of up to 15% of the participant's base compensation. Base
compensation is defined as the participant's gross base compensation, excluding
overtime payments, sales commissions, incentive compensation, bonuses, expense
reimbursements, fringe benefits and other special payments. The maximum number
of shares a participant may purchase with respect to a single offer period is
         shares. Amounts deducted and accumulated by the participant are used
to purchase shares of common stock at the end of each offer period. The price
of stock purchased under the purchase plan is 85% of the lesser of the fair
market value of the common stock (1) the first day of the offer period or (2)
the last day of the offer period. Participants may end their participation at
any time other than the final fourteen days of an offer period, and they will
be paid their payroll deductions to date. Participation ends automatically upon
termination of employment with Vicinity.

Rights to purchase stock granted under the purchase plan are not transferable
by a participant other than by will, the laws of descent and distribution, or
as otherwise provided under the purchase plan. The purchase plan provides that,
in the event of a merger of Vicinity with or into another corporation or a sale
of substantially all of our assets, each outstanding right to purchase stock
may be assumed or substituted for by the successor corporation. Our Board of
Directors has the authority to amend or terminate the purchase plan. However,
no such action by our Board may adversely affect any outstanding rights to
purchase stock under the purchase plan, except that our Board may terminate an
offer period on any exercise date if our Board determines that the termination
of the purchase plan is in the best interests of Vicinity and our stockholders.

Registration under the Securities Act

We intend promptly after the completion of this offering to register on Form S-
8 all shares of common stock issuable under our compensatory stock plans other
than shares which may be resold under Rule 701 without registration.

                                       54
Principal Stockholders

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of November 1, 1999, and as
adjusted to reflect the conversion of the preferred stock into common stock
immediately prior to the completion of this offering and sale of the shares of
common stock offered by this prospectus, by:

    . each person, or group of affiliated persons, who is known by us to
      beneficially own 5% or more of our common stock;

    . each of our directors and Named Executive Officers; and

    . all of our directors and executive officers as a group.

Share ownership in each case includes shares issuable upon exercise of
outstanding options and warrants that are exercisable within 60 days of
November 1, 1999, as described in the footnotes below. Percentage of ownership
is calculated according to SEC Rule 13d-3(d)(1). Percentage ownership
calculations before and after this offering are based on 18,263,594 shares and
         shares, respectively, of common stock outstanding. The address for all
executive officers and directors is c/o Vicinity Corporation, 1135A San Antonio
Road, Palo Alto, CA 94303.
------------------------------------------
                                              Percentage of
                                               Common Stock
                                Number of Beneficially Owned (1)
                                   Shares -----------------------------
Name and Address of          Beneficially  Before the         After the
Beneficial Owner                Owned (1)    Offering          Offering
-------------------          ------------ -----------        ----------
CMG@Ventures (2)...........     5,788,536              31.7%
Oak Investment Partners
 (3).......................     4,252,994              23.3
21st Century Internet Fund,
 L.P. (4)..................     1,850,000              10.1
EnCompass Group, Inc. (5)..     1,332,000               7.3
Emerick Woods..............       755,137               4.1
Scott Young................       240,000               1.3
David Seltzer..............       130,000                 *
Gregory Beasley............       205,000               1.1
Mary Gavin.................        80,000                 *
Herbert M. Dwight, Jr......       210,000               1.2
Jon Callaghan (2)..........     5,788,536              31.7
Jim J. Geddes, Jr. (5).....       200,000               1.1
Fred Gibbons (6)...........       108,576                 *
Peter Mills (2)............     5,788,536              31.7
Norman Nie.................        31,905                 *
Michael Sears..............        20,000                 *
Peter Ziebelman (4)........     1,850,000              10.1
All directors and executive
 officers as a group (18
 persons)..................    10,174,154              55.7
-------------------
 * Less than 1% of total.
(1) Gives effect to the shares of common stock issuable within 60 days of
    November 1, 1999 upon the exercise of all options and other rights
    beneficially owned by the indicated stockholders on that date. Beneficial
    ownership is determined in accordance with the rules of the Securities and
    Exchange Commission and includes voting and investment power with respect
    to shares. Unless otherwise indicated, the persons named in the table have
    sole voting and sole investment control with respect to all shares
    beneficially owned.

                                       55
(2) Consists of 5,788,536 shares held by CMG@Ventures I, an affiliate of
    CMG@Ventures. Messrs. Callaghan and Mills are each a General Partner of
    CMG@Ventures and may be deemed to have voting and investment powers over
    these shares. Messrs. Callaghan and Mills disclaim beneficial ownership of
    these shares, except to the extent of each of their interests in
    CMG@Ventures and CMG@Ventures I.
(3) Includes 952,381 shares issuable upon exercise of warrants exercisable
    within 60 days of November 1, 1999. 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 1,850,000 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 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) Includes 932,000 shares held by EnCompass Group, Inc., 200,000 shares held
    by U.S. Information Technology Financing L.P., 190,000 shares held by Trans
    Cosmos USA, Inc., and 10,000 shares held by TCI Club. Mr. Geddes is
    Managing Director of Trans Cosmos USA, Inc., and may be deemed to have
    voting and investment powers over the shares held by Trans Cosmos USA, Inc.
    and TCI Club. Mr. Geddes disclaims beneficial ownership in these shares,
    except to the extent of his interest in Trans Cosmos USA, Inc. and TCI
    Club.
(6) All shares are held by a trust with respect to which Mr. Gibbons maintains
    sole voting power.

                                       56
Certain Transactions

We have entered into various service agreements with NaviSite Internet Services
Corporation pursuant to which NaviSite agreed to host a portion of our data
center equipment and provide Internet connections and we agreed to pay NaviSite
various setup and service fees. Our current agreement with NaviSite, entered
into in June 1998, had an original one year term with automatic annual renewals
unless either party provides notice to the other of its intention to terminate.
NaviSite's largest stockholder is CMGI, Inc., an affiliate of our largest
stockholder, CMG@Ventures. We paid NaviSite approximately $246,000, $149,000
and $190,000 in fiscal 1997, 1998 and 1999, respectively.

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; and

    .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. 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; and

    .October 2004.

                                       57
Description of Capital Stock

The following description of our capital stock and certain provisions of our
Restated Certificate of Incorporation as will be in effect upon the closing of
this offering, or Certificate, and Bylaws as will be in effect upon the closing
of this offering, or Bylaws, are summaries of these documents and are qualified
by reference to the Certificate and the Bylaws. Copies of these documents have
been filed with the Securities and Exchange Commission as exhibits to our
registration statement, of which this prospectus forms a part. The descriptions
of the common stock and preferred stock reflect changes to our capital
structure that will occur upon the closing of this offering.

The authorized capital stock of our company consists of 75,000,000 shares of
common stock, par value $.001 per share, and 5,000,000 shares of preferred
stock, par value $.001 per share.

Common Stock

As of July 31, 1999, there were 5,287,667 shares of common stock outstanding
and held of record by 24 stockholders assuming conversion of all outstanding
shares of preferred stock.

Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and they do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of common stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board of Directors out of
funds legally available therefor, subject to any preferential dividend rights
of any outstanding preferred stock. Upon the liquidation, dissolution or
winding up of our company the holders of common stock are entitled to receive
ratably our net assets available after the payment of all debts and other
liabilities and subject to the prior rights of any outstanding preferred stock.
Holders of the common stock have no preemptive, subscription, redemption or
conversion rights. The rights, preferences and privileges of holders of common
stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock which we may designate and
issue in the future. Upon the closing of this offering, there will be no shares
of preferred stock outstanding.

Preferred Stock

Upon the closing of this offering, our Board of Directors will be authorized,
without further stockholder approval, to issue from time to time up to an
aggregate of 5,000,000 shares of preferred stock in one or more series and to
fix or alter the designations, preferences, rights and any qualifications,
limitations or restrictions of the shares of each such series thereof,
including the dividend rights, dividend rates, conversion rights, voting
rights, terms of redemption including sinking fund provisions, redemption price
or prices, liquidation preferences and the number of shares constituting any
series or designations of such series. We have no present plans to issue any
shares of preferred stock. See "Anti-Takeover Effects of Certain Provisions of
Delaware Law and our Certificate of Incorporation and Bylaws."

Registration Rights

Pursuant to the terms of the Amended and Restated Information and Registration
Rights Agreement, after the closing of this offering the holders of 16,682,100
shares of common stock will be entitled to certain demand and piggyback
registration rights with respect to the registration of their shares under the
Securities Act. Please see "Shares Eligible for Future Sale."

                                       58
Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Certificate
of Incorporation and Bylaws

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law, as amended, or DGCL. Subject to certain exceptions, Section
203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in
a "business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an
interested stockholder, unless the interested stockholder attained such status
with the approval of the board of directors or unless the business combination
is approved in a prescribed manner. A "business combination" includes mergers,
asset sales and other transactions resulting in a financial benefit to the
interested stockholder. Subject to certain exceptions, an "interested
stockholder" is a person who, together with affiliates and associates, owns, or
within three years did own, 15% or more of a corporation's voting stock. This
statute could prohibit or delay the accomplishment of mergers or other takeover
or change in control attempts with respect to our company and, accordingly, may
discourage attempts to acquire us.

In addition, certain provisions of the Certificate and Bylaws, which provisions
will be in effect upon the closing of this offering and are summarized in the
following paragraphs, may be deemed to have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt that a stockholder
might consider in its best interest, including those attempts that might result
in a premium over the market price for the shares held by our stockholders.

Board of Directors Vacancies. The Certificate authorizes our Board of Directors
to fill vacant directorships or increase the size of the Board of Directors.
This may deter a stockholder from removing incumbent directors and
simultaneously gaining control of the Board of Directors by filling the
vacancies created by such removal with its own nominees.

Stockholder Action; Special Meeting of Stockholders. The Certificate provides
that stockholders may not take action by written consent, but only at a duly
called annual or special meeting of stockholders. The Certificate further
provides that special meetings of stockholders of our company may be called
only by the Chairman of the Board of Directors or a majority of the Board of
Directors.

Advance Notice Requirements for Stockholder Proposals and Director
Nominations. The Bylaws provide that stockholders seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for
election as directors at an annual meeting of stockholders, must provide timely
notice thereof in writing. To be timely, a stockholder's notice must be
delivered to or mailed and received at our principal executive offices not less
than 120 days nor more than 150 days prior to the first anniversary of the date
of our notice of annual meeting provided with respect to the previous year's
annual meeting of stockholders; provided, that if no annual meeting of
stockholders was held in the previous year or the date of the annual meeting of
stockholders has been changed to be more than 30 calendar day earlier than or
60 calendar days after such anniversary, notice by the stockholder, to be
timely, must be so received not more than 90 days nor later than the later of
(1) 60 days prior to the annual meeting of stockholders or (2) the close of
business on the 10th day following the date on which notice of the date of the
meeting is given to stockholders or made public, whichever first occurs. The
Bylaws also specify certain requirements as to the form and content of a
stockholder's notice. These provisions may preclude stockholders from bringing
matters before an annual meeting of stockholders or from making nominations for
directors at an annual meeting of stockholders.

Authorized But Unissued Shares. The authorized but unissued shares of common
stock and preferred stock are available for future issuance without stockholder
approval, subject to certain limitations imposed by the Nasdaq National Market.
These additional shares may be utilized for a variety of

                                       59
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions and employee benefit plans. The existence of
authorized but unissued and unreserved common stock and preferred stock could
render more difficult or discourage an attempt to obtain control of our company
by means of a proxy contest, tender offer, merger or otherwise.

The DGCL provides generally that the affirmative vote of a majority of the
shares entitled to vote on any matter is required to amend a corporation's
certificate of incorporation or bylaws, unless a corporation's certificate of
incorporation or bylaws, as the case may be, requires a greater percentage. We
have provisions in our certificate and bylaws that require a super-majority
vote of the stockholders to amend, revise or repeal provisions that may have an
anti-takeover effect.

Limitation of Liability and Indemnification Matters

The Certificate includes provisions to (1) eliminate the personal liability of
our Directors for monetary damages resulting from breaches of their fiduciary
duty to the extent permitted by the DGCL and (2) indemnify our Directors and
officers to the fullest extent permitted by the DGCL, including circumstances
in which indennification is otherwise discretionary.

We have entered into agreements to indemnify our directors and officers, in
addition to the indemnification provided for in the Bylaws. We believe that
these provisions and agreements are necessary to attract and retain qualified
directors and officers. Our Bylaws also permit us to secure insurance on behalf
of any officer, director, employee or other agent for any liability arising out
of his or her actions, regardless of whether the DGCL would permit
indemnification.

Transfer Agent And Registrar

Upon the closing of this offering, the transfer agent and registrar for the
common stock will be   .

                                       60
Shares Eligible for Future Sale

Prior to this offering, there has not been any public market for the common
stock, and no prediction can be made as to the effect, if any, that market
sales of shares of common stock or the availability of shares of common stock
for sale will have on the market price of the common stock prevailing from time
to time. Nevertheless, sales of substantial amounts of common stock in the
public market, or the perception that such sales could occur, could adversely
affect the market price of the common stock and could impair our company's
future ability to raise capital through the sale of its equity securities. See
"Risk Factors--The large number of shares eligible for public sale after this
offering could cause our stock price to decline."

Upon the closing of this offering, we will have an aggregate of       shares of
common stock outstanding, assuming no exercise of the underwriters' over-
allotment option and no exercise of outstanding options or warrants. Of the
outstanding shares, the shares sold in this offering will be freely tradable,
except that any shares held by our "affiliates," as defined in Rule 144 under
the Securities Act, may only be sold in compliance with the limitations
described below. The remaining       shares of common stock will be deemed
"restricted securities" as defined under Rule 144. Restricted securities may be
sold in the public market only if registered or if they qualify for an
exemption from registration under Rules 144, 144(k) or 701 promulgated under
the Securities Act, which rules are summarized below. Subject to the lock-up
agreements described below and the provisions of Rules 144, 144(k) and 701,
additional shares will be available for sale in the public market as follows:
---------------------------------------------------------------------------------------------------------
Number of Shares  Date
----------------  -----------------------------------------------------------------------------------
After the date of this prospectus
                  Upon the filing of a registration statement to register for resale shares of common
                  stock issuable upon the exercise of options granted under our company's stock
                  option plan
                  At various times after 90 days from the date of this prospectus (Rule 144)
                  After 180 days from the date of this prospectus (subject, in some cases, to volume
                  limitations)
                  At various times after 180 days from the date of this prospectus (Rule 144)
In general, under Rule 144, as currently in effect, a person (or persons whose
shares are required to be aggregated), including an affiliate, who has
beneficially owned shares for at least one year is entitled to sell, within any
three-month period commencing 90 days after the date of this prospectus, a
number of shares that does not exceed the greater of 1% of the then outstanding
shares of common stock (approximately       shares immediately after this
offering) or the average weekly trading volume in the common stock during the
four calendar weeks preceding the date on which notice of such sale is filed,
subject to certain restrictions. In addition, a person who is not deemed to
have been our affiliate at any time during the 90 days preceding a sale and who
has beneficially owned the shares proposed to be sold for at least two years
would be entitled to sell such shares under Rule 144(k) without regard to the
requirements described above. To the extent that shares were acquired from any
of our affiliates, such person's holding period for the purpose of effecting a
sale under Rule 144 commences on the date of transfer from the affiliate.

Our directors and officers and stockholders who hold shares in the aggregate,
together with the holders of options to purchase       shares of common stock
and the holders of warrants to purchase       shares of common stock, have
agreed that they will not offer, sell or agree to sell, directly or

                                       61
indirectly, or otherwise dispose of any shares of common stock without the
prior written consent of J.P. Morgan Securities, Inc. for a period of 180 days
from the date of this prospectus. Please see "Underwriting."

Any of our employees or consultants who purchased his or her shares pursuant to
a written compensatory plan or contract is entitled to rely on the resale
provisions of Rule 701, which permits nonaffiliates to sell their Rule 701
shares without having to comply with the public information, holding period,
volume limitation or notice provisions of Rule 144 and permits affiliates to
sell their Rule 701 shares without having to comply with the Rule 144 holding
period restrictions, in each case commencing 90 days after the date of this
prospectus. As of July 31, 1999, the holders of options exercisable into
approximately       shares of common stock will be eligible to sell their
shares on the expiration of the 180-day lockup period or subject in some cases
to vesting of such options. We intend to file one or more registration
statements on Form S-8 under the Securities Act to register all shares of
common stock subject to outstanding stock options and common stock issued or
issuable under our stock plans which are not eligible for resale under Rule
701. We expect to file this registration statement within 180 days after the
date of this prospectus, thus permitting the resale of such shares by
nonaffiliates in the public market without restriction under the Securities
Act.

We have agreed not to sell or otherwise dispose of any shares of common stock
during the 180-day period following the date of the prospectus, except that we
may issue, and grant options to purchase, shares of common stock under the 2000
Equity Participation Plan. In addition, we may issue shares of common stock in
connection with any acquisition of another company if the terms of such
issuance provide that such common stock shall not be resold prior to the
expiration of the 180-day period referenced in the preceding sentence. See
"Risk Factors--The sale of shares eligible for future sale and expectations of
future sales of these shares could depress share prices."

Following this offering, holders of shares of outstanding common stock will
have demand registration rights with respect to their shares of common stock
(subject to the 180-day lock-up arrangement described above) to require us to
register their shares of common stock under the Securities Act, and they will
have certain rights to participate in any future registration of our
securities. These holders are subject to lock-up periods of not more than 180
days following the date of this prospectus or any subsequent prospectus. See
"Description of Capital Stock--Registration Rights."

                                       62
Underwriting

Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus, the underwriters named below, for
whom J.P. Morgan Securities, Inc., Bear, Stearns & Co. Inc. and U.S. Bancorp
Piper Jaffray Inc., are acting as representatives, have severally agreed to
purchase, and we have agreed to sell to them, the respective number of shares
of common stock set forth opposite their names below.
---------
                                                                       Number of
      Underwriters                                                      Shares
      ------------                                                     ---------
J.P. Morgan Securities, Inc.....................................
      Bear, Stearns & Co. Inc.........................................
      U.S. Bancorp Piper Jaffray Inc..................................
                                                                            ----
      Total...........................................................
                                                                            ====
The underwriters are offering the common stock subject to their acceptance of
the common stock and subject to prior sale. The underwriting agreement provides
that the obligations of the several underwriters to purchase shares of common
stock are subject to receipt of an opinion of their counsel and other
conditions. If any of the shares of common stock are purchased by the
underwriters under the underwriting agreement, all of the shares, other than
the shares covered by the over-allotment option described below, must be
purchased.

The underwriters propose initially to offer the shares of common stock directly
to the public at the public offering price set forth on the cover page of this
prospectus and to certain dealers at such price less a concession not in excess
of $   per share. The underwriters may allow, and such dealers may reallow, a
concession not in excess of $   per share to certain other dealers. After the
initial public offering of the common stock, the offering price and other
selling terms may be changed from time to time by the underwriters.

The underwriters have informed us that they do not intend sales to their
customer accounts as to which they have discretionary trading authority to
exceed five percent of the total number of shares offered.

We have granted to the underwriters an option, exercisable for 30 days from the
date of this prospectus, to purchase up to      additional shares of common
stock, on the same terms and conditions as set forth on the cover page hereof.
The underwriters may exercise such option solely to cover over-allotments, if
any, made in connection with the sale of shares of common stock offered hereby.
If the underwriters' option is exercised in full, the total price to public
would be $     the total underwriting discounts and commissions would be $    ,
and the total proceeds to us would be $    , before deducting $     in
estimated expenses payable by Vicinity.

Vicinity and our officers, directors and holders of an aggregate of shares of
its common stock have agreed that, without the prior written consent of J.P.
Morgan Securities, Inc., during the period beginning from the date of this
prospectus and continuing to and including the date 180 days after the date of
this prospectus they will not:

    . offer, pledge, announce the intention to sell, sell, contract to sell,
      sell any option or contract to purchase, purchase any option or
      contract to sell, grant any option, right or warrant to purchase or
      otherwise transfer or dispose of, directly or indirectly, any shares
      of common stock or any of our securities which are substantially
      similar to the common stock, including

                                       63
but not limited to any securities that are convertible into or
      exercisable or exchangeable for, or that represent the right to receive
      common stock or any such substantially similar securities; or

    . enter into any swap, option, future, forward or other agreement that
      transfers, in whole or in part, the economic consequences of ownership
      of common stock or any securities substantially similar to the common
      stock.

The restrictions described in this paragraph do not apply to:

    . the issuance of shares under our employee stock option or stock
      purchase plans;

    . the grant by us of employee stock options;

    . the issuance of shares by us upon exercise of warrants outstanding on
      the date of this prospectus; or

    . the issuance of common stock in connection with the transactions
      described in this prospectus

The underwriters have reserved for sale, at the initial public offering price,
shares of the common stock for some of our directors, officers, employees,
friends and family who, after receiving a preliminary prospectus and a letter
explaining our directed share program, have expressed an interest in
purchasing such shares of common stock in the offering. These persons are
expected to purchase, in the aggregate, not more than five percent of the
common stock offered in the offering. The number of shares available for sale
to the general public in the offering will be reduced to the extent such
persons purchase such reserved shares. Any reserved shares not so purchased
will be offered to the general public on the same basis as the other shares
offered by this prospectus.

We have agreed to indemnify the underwriters against certain liabilities,
losses and expenses, including liabilities under the Securities Act, or to
contribute to payments that the underwriters may be required to make in
respect thereof.

It is expected that delivery of the shares will be made to investors on or
about      , 2000.

In connection with this offering, the underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of the common stock.
Specifically, the underwriters may over-allot in connection with this
offering, creating a syndicate short position. In addition, the underwriters
may bid for, and purchase, shares of common stock in the open market to cover
syndicate short positions or to stabilize the price of the common stock.
Finally, the underwriting syndicate may reclaim selling concessions allowed
for distributing the common stock in the offering, if the syndicate
repurchases previously distributed common stock in syndicate covering
transactions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the common stock
above independent market levels. The underwriters are not required to engage
in these activities, and may end any of these activities at any time.

Prior to this offering, there has been no public market for the common stock.
The initial public offering price for the shares of common stock offered
hereby will be determined by agreement between us and the underwriters. Among
the factors considered in making such determination were the history of and
the prospects for the industry in which we compete, an assessment of our
management, our present operations, our historical results of operations and
the trend of our revenues and earnings, the prospects for our future earnings,
the general condition of the securities markets at the time of the offering
and the prices of similar securities of generally comparable companies. We
cannot assure you that an active trading market will develop for our common
stock or that our common stock will trade in the public market at or above the
initial public offering price.

                                      64
Legal Matters

The validity of the shares of common stock offered hereby will be passed upon
for Vicinity Corporation by Latham & Watkins, Menlo Park, California. Certain
legal matters in connection with this offering will be passed upon for the
underwriters by Davis Polk & Wardwell, New York, New York.

                                    Experts

The financial statements of Vicinity Corporation as of July 31, 1998 and 1999
and for each of the years in the three-year period ended July 31, 1999, have
been included herein and in the registration statement in reliance on the
report of KPMG, LLP, independent certified public accountants, appearing
elsewhere herein, and upon the authority of that firm as experts in accounting
and auditing.

                             Available Information

We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-1, including the exhibits, schedules and amendments
thereto, under the Securities Act with respect to the shares of common stock to
be sold in this offering. This prospectus does not contain all the information
set forth in the registration statement. For further information regarding our
company and the shares of common stock to be sold in this offering, please
refer to the registration statement. Statements contained in this prospectus as
to the contents of any contract, agreement or other document referred to are
not necessarily complete, and in each instance reference is made to the copy of
such contract, agreement or other document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference.

You may read and copy all or any portion of the registration statement or any
other information that we file at the Securities and Exchange Commission's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You
can request copies of these documents, upon payment of a duplicating fee, by
writing to the Securities and Exchange Commission. Please call the Securities
and Exchange Commission at 1-800-732-0330 for further information on the
operation of the public reference rooms. Our Securities and Exchange Commission
filings, including the registration statement, are also available to you on the
Securities and Exchange Commission's Web site located at www.sec.gov.

As a result of this offering, we will become subject to the information and
reporting requirements of the Securities Exchange Act of 1934, as amended, and
in accordance therewith will file periodic reports, proxy statements and other
information with the Securities and Exchange Commission. Upon approval of the
common stock for the quotation on the Nasdaq National Market, reports, proxy
and information statements and other information may also be inspected at the
offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.

                                       65
Vicinity Corporation

                         Index to Financial Statements
Page
                                                                           ----
Independent Auditors' Report..............................................  F-2

Balance Sheets as of July 31, 1998 and 1999...............................  F-3

Statements of Operations for the fiscal years ended July 31, 1997, 1998
 and 1999.................................................................  F-4

Statements of Redeemable Convertible Preferred Stock and Stockholders'
 Deficit for the fiscal years ended July 31, 1997, 1998 and 1999..........  F-5

Statements of Cash Flows for the fiscal years ended July 31, 1997, 1998
 and 1999.................................................................  F-6

Notes to Financial Statements.............................................  F-7
F-1
Independent Auditors' Report

The Board of Directors
Vicinity Corporation:

We have audited the accompanying balance sheets of Vicinity Corporation (the
Company) as of July 31, 1998 and 1999, and the related statements of
operations, redeemable convertible preferred stock and stockholders' deficit
and cash flows for each of the years in the three-year period ended July 31,
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vicinity Corporation as of
July 31, 1998 and 1999, and the results of its operations and its cash flows
for each of the years in the three-year period ended July 31, 1999 in
conformity with generally accepted accounting principles.

                                       KPMG LLP

Mountain View, California
September 22, 1999, except as to Note 11
 for which the date is November 2, 1999

                                      F-2
Vicinity Corporation

                                 Balance Sheets
----------------------------
                                                   Year Ended July 31,
                                                ----------------------------
                                                        1998            1999
ASSETS                                          ------------    ------------
Current assets:
  Cash and cash equivalents.................... $    263,944    $  9,060,393
  Accounts receivable, net of allowance for
   doubtful accounts of none and $80,000 in
   1998 and 1999, respectively.................    1,181,302       2,847,372
  Prepaid expenses and other current assets....      310,009         382,995
------------    ------------
Total current assets.......................    1,755,255      12,290,760
Property and equipment, net....................       65,853         912,489
------------    ------------
Total assets............................... $  1,821,108    $ 13,203,249
                                                  ============    ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Bank note.................................... $    800,000    $  1,000,000
  Accounts payable.............................      484,846         491,290
  Capital lease obligations, current portion...          --          379,545
  Accrued liabilities..........................      210,775       1,245,234
  Deferred revenue.............................    2,476,988       4,954,878
  Payable to related party.....................      163,686             --
------------    ------------
Total current liabilities..................    4,136,295       8,070,947
Capital lease obligations, excluding current
 portion.......................................          --          298,009
------------    ------------
4,136,295       8,368,956
------------    ------------
Series A, B, C, D, E and F redeemable
 convertible preferred
 stock and Series E warrants, $0.001 par value;
 authorized
 10,000,000 in 1998 and 12,519,768 in 1999;
 issued and outstanding
 7,137,250 in 1998 and 11,217,387 in 1999;
 aggregate liquidation
 preference of $7,971,578 in 1998 and
 $32,074,344 in 1999;
 aggregate redemption amount of $7,971,578 in
 1998 and
 $22,641,677 in 1999...........................    7,971,578      21,403,089
Commitments
Stockholders' deficit:
  Common stock, $0.001 par value; 22,000,000
   shares authorized;
   issued and outstanding 3,760,081 in 1998 and
   5,287,667 in 1999 ..........................        3,761           5,289
  Additional paid-in capital, net of preferred
   stock accretion.............................     (671,691)       (300,941)
  Deferred stock-based compensation............          --       (1,044,132)
  Notes receivable from employees upon purchase
   of stock....................................       (2,138)        (97,652)
  Accumulated deficit..........................   (9,616,697)    (15,131,360)
------------    ------------
Total stockholders' deficit................  (10,286,765)    (16,568,796)
------------    ------------
Total liabilities and stockholders'
     deficit................................... $  1,821,108    $ 13,203,249
============    ============
See accompanying notes to financial statements.

                                      F-3
Vicinity Corporation

                            Statements of Operations
-------------------------------------
                                                Year Ended July 31,
                                        -------------------------------------
                                               1997         1998         1999
                                        -----------  -----------  -----------
Revenues:
 License and hosting fees.............. $ 1,419,404  $ 4,386,235  $ 5,656,529
 Service and transaction fees..........         --       423,648      767,122
-----------  -----------  -----------
Total revenues.......................   1,419,404    4,809,883    6,423,651
-----------  -----------  -----------
Cost of revenues.......................   1,976,653    2,847,089    3,949,081
-----------  -----------  -----------
Gross profit (loss)..................    (557,249)   1,962,794    2,474,570
-----------  -----------  -----------
Operating expenses:
 Product development...................   1,703,365    1,550,937    1,747,754
 Sales and marketing...................   2,958,917    1,676,208    3,588,502
 General and administrative............   1,127,471    1,204,240    1,995,384
 Other.................................         --           --       440,500
 Stock-based compensation..............         --           --       166,668
-----------  -----------  -----------
Total operating expenses.............   5,789,753    4,431,385    7,938,808
-----------  -----------  -----------
Loss from operations.................  (6,347,002)  (2,468,591)  (5,464,238)
Other expense (income), net............    (108,907)      12,025       50,425
-----------  -----------  -----------
Net loss.............................  (6,238,095)  (2,480,616)  (5,514,663)
Accretion on redeemable convertible
 preferred stock and warrants..........     383,379      517,965    1,038,230
-----------  -----------  -----------
Net loss applicable to common
   stockholders........................ $(6,621,474) $(2,998,581) $(6,552,893)
===========  ===========  ===========
Net loss per common share--basic and
 diluted............................... $     (1.61) $     (0.86) $     (1.61)
-----------  -----------  -----------
Weighted average shares--basic and
 diluted...............................   4,101,579    3,502,850    4,079,754
===========  ===========  ===========
See accompanying notes to financial statements.

                                      F-4
Vicinity Corporation

 Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit
-------------------------------------------------------------------
                                                                                                Additional       Notes
                                                                                                   paid-in  receivable
                                                                                                  capital,        from
                                                    Redeemable convertible                          net of   employees
                                                       preferred stock       Common stock        preferred        upon
                                                    ---------------------- -------------------       stock    purchase
                                                        Shares      Amount     Shares   Amount   accretion    of stock
                                                    ---------- ----------- ----------  -------  ----------  ----------
Balances, July 31, 1996.....................         3,833,250 $ 2,094,246  4,647,600  $ 4,648  $    9,232    $ (5,750)
Issuance of preferred stock for cash........         3,304,000   4,975,988        --       --          --          --
Accretion on redeemable preferred stock.....               --      383,379        --       --     (383,379)        --
Issuance of common stock for cash...........               --          --      10,000       10         990         --
Repurchase of unvested common stock.........               --          --  (2,191,666)  (2,192)     (3,287)      3,612
Net loss....................................               --          --         --       --          --          --
                                                    ---------- ----------- ----------  -------  ----------    --------
Balances, July 31, 1997.....................         7,137,250   7,453,613  2,465,934    2,466    (376,444)     (2,138)
                                                    ---------- ----------- ----------  -------  ----------    --------
Accretion on redeemable preferred stock.....               --      517,965        --       --     (517,965)        --
Exercise of common stock warrant for cash...               --          --     275,512      276     207,918         --
Issuance of common stock for cash...........               --          --   1,018,635    1,019      14,800         --
Net loss....................................               --          --         --       --          --          --
                                                    ---------- ----------- ----------  -------  ----------    --------
Balances, July 31, 1998.....................         7,137,250   7,971,578  3,760,081    3,761    (671,691)     (2,138)
                                                    ---------- ----------- ----------  -------  ----------    --------
Issuance of preferred stock and warrants
 for cash...................................         4,080,137  12,393,281        --       --          --          --
Accretion on redeemable preferred stock
 and warrants...............................               --    1,038,230        --       --   (1,038,230)        --
Issuance of common stock for cash and note
 receivable.................................               --          --   1,527,586    1,528     198,180     (95,514)
Deferred compensation related to option
 grants.....................................               --          --         --       --    1,210,800         --
Amortization of stock-based compensation....               --          --         --       --                      --
Net loss....................................               --          --         --       --          --          --
                                                    ---------- ----------- ----------  -------  ----------    --------
Balances, July 31, 1999.....................        11,217,387 $21,403,089  5,287,667  $ 5,289  $ (300,941)   $(97,652)
                                                    ========== =========== ==========  =======  ==========    ========
Deferred                        Total
                                                     stock-based   Accumulated  stockholders'
                                                    compensation       deficit        deficit
                                                    ------------- ------------- --------------
Balances, July 31, 1996.....................        $       --   $   (897,986)  $   (889,856)
Issuance of preferred stock for cash........                --            --             --
Accretion on redeemable preferred stock.....                --            --        (383,379)
Issuance of common stock for cash...........                --            --           1,000
Repurchase of unvested common stock.........                --            --          (1,867)
Net loss....................................                --     (6,238,095)    (6,238,095)
                                                    ------------- ------------- --------------
Balances, July 31, 1997.....................                --     (7,136,081)    (7,512,197)
                                                    ------------- ------------- --------------
Accretion on redeemable preferred stock.....                --        (517,965)
Exercise of common stock warrant for cash...                --            --         208,194
Issuance of common stock for cash...........                --            --          15,819
Net loss....................................                --     (2,480,616)    (2,480,616)
                                                    ------------- ------------- --------------
Balances, July 31, 1998.....................                --     (9,616,697)   (10,286,765)
                                                    ------------- ------------- --------------
Issuance of preferred stock and warrants
 for cash...................................                --            --             --
Accretion on redeemable preferred stock
 and warrants...............................                --            --      (1,038,230)
Issuance of common stock for cash and
 note receivable............................                --            --         104,194
Deferred compensation related to
 option grants..............................         (1,210,800)          --             --
Amortization of stock-based compensation....            166,668           --         166,668
Net loss....................................                --     (5,514,663)    (5,514,663)
                                                    ------------- ------------- --------------
Balances, July 31, 1999.....................        $(1,044,132)  $(15,131,360)  $(16,568,796)
                                                    ============= ============= ==============
See accompanying notes to financial statements.

                                      F-5
Vicinity Corporation

                            Statements of Cash Flows
-------------------------------------
                                                  Year Ended July 31,
                                          -------------------------------------
                                                 1997         1998         1999
                                          -----------  -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss...............................  $(6,238,095) $(2,480,616) $(5,514,663)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization.........       16,805       13,963      191,338
  Amortization of stock-based
   compensation.........................          --           --       166,668
  Allowance for doubtful accounts.......          --           --        80,000
  Changes in operating assets and
   liabilities:
   Accounts receivable..................     (165,389)  (1,023,207)  (1,746,070)
   Prepaid expenses and other current
    assets..............................     (265,316)      98,870      (72,986)
   Accounts payable.....................      325,308       61,530        6,444
   Accrued liabilities..................       42,655       54,258    1,034,459
   Deferred revenue.....................      771,197    1,591,591    2,477,890
   Payable to related party.............      216,162      (52,476)    (163,686)
-----------  -----------  -----------
Net cash used in operating
     activities.........................   (5,296,673)  (1,736,087)  (3,540,606)
-----------  -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment...     (302,334)    (105,782)    (214,351)
  Proceeds from sale of property and
   equipment............................      520,885       97,296          --
-----------  -----------  -----------
Net cash provided by (used in)
     investing activities...............      218,551       (8,486)    (214,351)
-----------  -----------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from bank note................          --       800,000      200,000
 Proceeds from factoring receivables....          --        72,961          --
 Principal payments for capital lease
  obligations...........................          --           --      (146,069)
 Proceeds from exercise of common stock
  warrant...............................          --       208,194          --
 Proceeds from sale of preferred stock..    4,975,988          --    12,393,281
 Proceeds from sale of common stock.....        1,000       15,819      104,194
 Repurchase of unvested common stock....       (1,867)         --           --
-----------  -----------  -----------
Net cash provided by financing
     activities.........................    4,975,121    1,096,974   12,551,406
-----------  -----------  -----------
Net (decrease) increase in cash and cash
 equivalents............................     (103,001)    (647,599)   8,796,449
Cash and cash equivalents at beginning
 of year................................    1,014,544      911,543      263,944
-----------  -----------  -----------
Cash and cash equivalents at end of
 year...................................  $   911,543  $   263,944  $ 9,060,393
===========  ===========  ===========
Supplemental disclosure of cash flow
 information:
 Cash paid during the year for
  interest..............................  $       --   $    23,520  $    97,205
===========  ===========  ===========
Schedule of noncash investing and
 financing activities:
 Equipment purchased under capital
  lease.................................  $       --   $       --   $   823,623
===========  ===========  ===========
Common stock repurchased with
  forgiveness of notes receivable.......  $     3,612  $       --   $       --
===========  ===========  ===========
Accretion on redeemable preferred stock
  and warrants..........................  $   383,379  $   517,965  $ 1,038,230
===========  ===========  ===========
Common stock issued for note
  receivable............................  $       --   $       --   $    95,514
===========  ===========  ===========
Deferred compensation related to stock
  option grants.........................  $       --   $       --   $ 1,210,800
===========  ===========  ===========
See accompanying notes to financial statements.

                                      F-6
Vicinity Corporation

                         Notes to Financial Statements

1. Description of Business and Summary of Significant Accounting Policies

(a) Description of Business

The Company provides a suite of Internet-based marketing infrastructure
services designed to help clients turn Web traffic into store traffic. The
Company hosts clients' store location and product information and delivers that
information to potential customers on demand via the Internet, land-line
telephones, wireless telephones and other wireless devices. The Company can
also provide information to potential customers concerning which items are
regularly stocked at given locations and what promotions are being offered by
participating merchants.

(b) Concentration of Credit Risk

Financial instruments that subject the Company to concentration of credit risk
consist primarily of cash and cash equivalents, and trade accounts receivable.
The Company places its cash and cash equivalents primarily in depository
accounts and money market accounts of recognized financial institutions. To
reduce credit risk with trade accounts receivable, the Company performs
evaluations of the credit worthiness of its customers on an ongoing basis. The
Company does not generally require collateral or other security. The Company
historically has not experienced any significant credit losses.

(c) Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of their carrying cost or fair value less
costs to sell.

(d) Revenue Recognition

The Company primarily derives its revenues from product license and hosting
fees. These revenues are recognized ratably over the life of the contract,
which typically has one year, non-refundable terms. Service and transaction
fees consist of revenue generated from project related professional services
and to a lesser degree from fees derived from advertising, sponsorship and e-
commerce transactions. These revenues are generally recognized as the services
are performed. To date, no revenues have been derived from barter transactions.

Accounts receivable consists of amounts due from customers under signed
contracts where performance on the contract has commenced. Deferred revenue
consists of customer payments received and accounts receivable recorded in
advance of recognizing revenue.

(e) Cost of Revenues

Cost of revenues include salaries and benefits of the Company's web development
and operating personnel, the cost of acquiring data and content, the leasing
and depreciation cost of the Company's computer hosting equipment and internet
connection and data center charges.

(f) Cash Equivalents

The Company considers all highly liquid investments purchased with remaining
maturities of three months or less to be cash equivalents.

(g) Property and Equipment

Property and equipment are stated at cost less accumulated depreciation.
Depreciation is calculated using the straight-line method over the estimated
useful lives of the equipment, generally three to five years. Leasehold
improvements are amortized over the lesser of the remaining life of the lease
or five years.

                                      F-7
Vicinity Corporation

                   Notes to Financial Statements--(Continued)

(h) Income Taxes

The Company accounts for income taxes using the asset and liability method. In
accordance with this method, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using the enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

(i) Software Development Costs

Costs related to the development of new products and enhancements to existing
products are charged to operations as incurred. Software development costs are
required to be capitalized when a product's technological feasibility has been
established by completion of a working model of the product. To date,
completion of a working model of the Company's products and general release
have substantially coincided. As a result, the Company has not capitalized any
software development costs.

(j) Advertising Expense

The cost of advertising is expensed as incurred. Such costs totaled
approximately $119,000, $1,200 and $287,000 for the years ended July 31, 1997,
1998 and 1999, respectively.

(k) Per Share Computations

Basic net loss per share is computed by dividing net loss applicable to common
stockholders by the weighted-average number of common shares outstanding for
the period. Diluted net loss per share is computed by dividing net loss
applicable to common stockholders by the weighted-average number of common and,
when dilutive, potential common equivalent shares outstanding during the
period. Common equivalent shares include the effect of redeemable convertible
preferred stock, outstanding warrants and stock options. All potential common
shares have been excluded from the computation of diluted net loss per share
for all periods presented because the effect would be antidilutive.

Diluted net loss per share does not include the effect of the following
antidilutive common equivalent shares (in thousands):
-------------------
                                                          Year ended July 31,
                                                             -------------------
                                                              1997   1998   1999
                                                             ----- ------ ------
Stock options...............................................   995  2,873  2,064
Shares of common stock subject to repurchase................   --     --     971
Convertible preferred warrants..............................   --     --     953
Convertible preferred stock (as if converted)............... 6,357  7,733  9,278
----- ------ ------
7,352 10,606 13,266
===== ====== ======
The weighted-average exercise prices of stock options were $0.10, $0.11 and
$0.22 as of July 31, 1997, 1998 and 1999, respectively. The weighted-average
exercise price of shares of common stock subject to repurchase was $0.12 as of
July 31, 1999.

(l) Stock-Based Compensation

The Company accounts for its stock-based compensation arrangements for
employees using the intrinsic-value method pursuant to Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees. As such,
compensation expense is recorded for the Company's stock options on the date of
grant, to the extent the fair value of the underlying common stock exceeds the
exercise price for stock options or the purchase price for common stock.
Options granted to consultants and other nonemployees are considered
compensatory and are accounted for at fair value pursuant to Statement of
Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation. The Company discloses the pro forma effect of using the fair
value method of accounting for all stock-based compensation arrangements, in
accordance

                                      F-8
Vicinity Corporation

                   Notes to Financial Statements--(Continued)

with SFAS No. 123. (See footnote 5(e)). Because the options generally vest
ratably over a four year period, the service period over which compensation is
accrued as a charge to expense is determined separately for each 25 percent
portion of the total award, in accordance with Financial Accounting Standards
Board (FASB) Interpretation No. 28 (FIN 28). The result of applying FIN 28 is
that approximately 52% of the unearned deferred compensation will be amortized
in the first year, 27% in the second year, 15% in the third year and 6% in the
fourth year following the date of grant.

(m) Segment Information

During fiscal 1999, the Company adopted the provisions of SFAS No. 131,
Disclosures About Segments of an Enterprise and Related Information. SFAS No.
131 established annual and interim reporting standards for a company's
operating segments. SFAS No. 131 requires disclosures of selected segment-
related financial information about products, major customers and geographic
areas.

(n) Comprehensive Loss

The Company has no significant components of other comprehensive loss, and
accordingly, comprehensive loss is the same as net loss for all periods
presented.

(o) Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

(p) Recent Accounting Pronouncements

In March 1998, the American Institute of Certified Public Accountants (AICPA)
issued Statement of Position (SOP) 98-1, Accounting for the Cost of Computer
Software Developed or Obtained for Internal Use. SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998. SOP 98-1
provides guidance over accounting for computer software developed or obtained
for internal use, including the requirement to capitalize specified costs and
amortization of such costs. The Company does not expect the adoption of SOP 98-
1 to have a material effect on its financial statements.

In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133
establishes accounting and reporting standards for derivative instruments
(including derivative instruments embedded in other contracts) and for hedging
activities. SFAS No. 133, as amended by SFAS No. 137, is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000. To date, the
Company has not entered into any derivative financial instruments or hedging
activities.

2. Balance Sheet Components

(a) Cash and Cash Equivalents

Cash and cash equivalents consisted of the following:
-------------------
                                                                  July 31,
                                                             -------------------
                                                                 1998       1999
                                                             -------- ----------
Cash........................................................ $261,221 $  121,444
Money market funds..........................................    2,723  8,938,949
-------- ----------
$263,944 $9,060,393
======== ==========
F-9
Vicinity Corporation

                   Notes to Financial Statements--(Continued)

(b) Property and Equipment

Property and equipment consisted of the following as of July 31:
----------------------
                                                               July 31,
                                                         ----------------------
                                                               1998        1999
                                                         ----------  ----------
Furniture and fixtures.................................. $      --   $   14,749
Computer equipment......................................      8,822     144,418
Purchased software......................................     68,625     103,506
Equipment under capital leases..........................        --      823,623
Leasehold improvements..................................        --       29,125
----------  ----------
77,447   1,115,421
Less accumulated depreciation and amortization..........    (11,594)   (202,932)
----------  ----------
$   65,853  $  912,489
==========  ==========
During fiscal 1999, the Company entered into capital lease arrangements for
certain equipment. Accumulated depreciation on the leased equipment totaled
approximately $151,000 as of July 31, 1999. Amortization of assets under
capital leases is included in depreciation and amortization expense.

(c) Accrued Liabilities

A summary of accrued liabilities as follows:
---------------------
                                                                July 31,
                                                          ---------------------
                                                                1998       1999
                                                          ---------- ----------
Accrued compensation..................................... $  176,701 $  433,295
Accrued legal settlement.................................        --     440,500
Accrued expenses.........................................     34,074    371,439
---------- ----------
$  210,775 $1,245,234
========== ==========
In fiscal 1999, the Company entered into a settlement agreement and agreed to
pay $440,500 for a patent license with respect to an intellectual property
rights claim.

3. Line of Credit

In fiscal 1998, the Company entered into a line of credit agreement with a
credit limit of $1,000,000 and a variable interest rate that was approximately
8.5% as of July 31, 1999. The debt was guaranteed by CMGI, Inc., an affiliate
of the Company's largest stockholder, CMGI@Ventures, and was secured by the
assets of the Company. The Company had $800,000 and $1,000,000 outstanding
under the line of credit agreement as of July 31, 1998 and 1999, respectively.

In August 1999, the Company paid the outstanding balance of $1,000,000 and is
currently in the process of negotiating a new line of credit with a major bank.

                                      F-10
Vicinity Corporation

                   Notes to Financial Statements--(Continued)

4. Redeemable Convertible Preferred Stock

A summary of redeemable convertible preferred stock as of July 31, 1998 and
1999 follows:
------------------------------------------------------------------
             Shares outstanding   Liquidation Liquidation Redemption Redemption
             --------------------  preference premium per  price per    premium
                  1998       1999   per share       share      share  per share
             --------- ---------- ----------- ----------- ---------- ----------
Series A.... 1,852,000  1,852,000      $0.270      $0.019     $0.270     $0.019
Series B.... 1,981,250  1,981,250       0.800       0.056      0.800      0.056
Series C.... 3,304,000  3,304,000       1.510       0.110      1.510      0.110
Series D....       --   2,300,613       4.350       0.152      2.173      0.152
Series E....       --      59,524       4.200       0.147      2.100      0.147
Series F....       --   1,720,000       7.500         --       5.000      0.350
--------- ----------
7,137,250 11,217,387
========= ==========
In the event of any liquidation event, the holders of the Series A, B, C, D and
E preferred stock are entitled to receive the liquidation preference per share
plus the liquidation premium per share per annum from the date of issuance of
such shares, plus all declared but unpaid dividends. Shares of Series F
preferred stock shall have a liquidation preference of $7.50 per share, plus
all declared but unpaid dividends, in the event of a dissolution or winding up,
either voluntary or involuntary, of the Company. Upon the sale of the Company,
shares of Series F preferred stock have a liquidation preference of $5.00 per
share, plus all declared but unpaid dividends.

The holders of the redeemable convertible preferred stock may request
redemption of their shares plus the redemption premium per share per annum from
the date of issuance of such shares, plus all declared but unpaid dividends.
The redemption may be requested on or after January 31, 2003 and must be paid
in cash by the Company within two years and three months from the date that a
written request for redemption is received. The redemption premium is charged
to the statement of operations as accretion on redeemable convertible preferred
stock. For the years ended July 31, 1997, 1998 and 1999, the amount of
accretion recorded by the Company was $383,379, $517,965 and $945,820,
respectively. The Series D preferred stock was issued at a price per share less
than the redemption price per share. This difference which amounted to
approximately $1.2 million is being charged to the statement of operations as a
component of accretion on redeemable convertible preferred stock through
January 31, 2003.
A summary of the liquidation and redemption amounts as of July 31, 1998 and
1999 follows:
------------------------------------------------
                                 Liquidation Amount       Redemption Amount
                              ------------------------ -----------------------
                                     1998         1999        1998        1999
                              ----------- ------------ ----------- -----------
Series A..................... $   576,880 $    614,185 $   576,880 $   614,185
Series B.....................   1,810,900    1,923,033   1,810,900   1,923,033
Series C.....................   5,583,798    5,952,838   5,583,798   5,952,838
Series D.....................         --    10,423,520         --    5,415,853
Series E.....................         --       253,212         --      128,212
Series F.....................         --    12,907,556         --    8,607,556
----------- ------------ ----------- -----------
$ 7,971,578 $ 32,074,344 $ 7,971,578 $22,641,677
=========== ============ =========== ===========
Each share of Series A, C, D, E and F preferred stock is convertible into 1.0
share of common stock. Each share of Series B preferred stock is convertible
into 1.3 shares of common stock. Upon completion of an initial public offering
(IPO) all shares are automatically converted to common stock and the holders of
such shares will not be paid the redemption premium. The redemption premium
accrued through that date will be credited to additional paid in capital.

Holders of Series A, B, C, D, E and F preferred stock vote equally with holders
of common stock on an as-if-converted basis.

No dividends have been declared or paid on the preferred stock or common stock
since the Company's inception.

                                      F-11
Vicinity Corporation

                   Notes to Financial Statements--(Continued)

5. Stockholder's Deficit

(a) Warrants

In connection with the Series D preferred stock issuance, the Company issued
warrants to a venture capital firm to purchase 952,381 shares of Series E
preferred stock with an exercise price of $2.10 per share. The warrants are
exercisable at any time, but in no case later than the earlier of either
December 9, 1999 or the closing of a firm commitment underwritten IPO, and were
valued at approximately $551,000 using the Black-Scholes option pricing model
with the following assumptions: a risk-free interest rate of approximately
5.6%; a contractual life of one year; no dividends; and an expected volatility
of 65%. The value of these warrants was recorded as a reduction in the value of
the Series D preferred stock. This $551,000 warrant value is being charged to
the statement of operations as a component of accretion on redeemable
convertible preferred stock through January 31, 2003. For the year ended July
31, 1999, $92,410 of accretion was recorded by the Company.

In addition, in June and July 1999, the Company entered into agreements with
two separate business partners whereby the Company agreed to issue warrants for
the purchase of common stock contingent upon the attainment of certain
performance milestones. The first agreement, signed in June 1999, provides for
the issuance of warrants exercisable for up to 50,000 shares of common stock at
an exercise price of $0.50 per share as certain performance milestones are
achieved, and expires in June 2002. Upon issuance of the warrants, the
difference between the fair value and the exercise price at the date of
achievement of the performance milestone will be recorded as an expense.

The second agreement, signed in July 1999, provides for the issuance of
warrants exercisable for up to 275,000 shares of common stock, contingent upon
the attainment of certain performance milestones and expires in July 2002. The
exercise price for these warrants shall be determined as of the date when a
specific milestone is achieved and shall be equal to the price per share
received by the Company in the most recent private equity financing round of
the Company or, following an IPO, the average trading price of the Company's
common stock over the five trading days immediately prior to the date of
issuance of these warrants. Upon issuance of the warrants, any difference
between the fair value and the exercise price at the date of achievement of the
performance milestone will be recorded as an expense.

At July 31, 1999, no performance milestones under either agreement had been met
or determined to be probable and, accordingly, no warrants have been issued or
related expense recorded.

(b) Common Stock

The Company has reserved a total of 11,813,373 shares of common stock for the
conversion of preferred stock.

The Company issues stock options which may be exercised by note or by cash to
purchase common stock at any time subsequent to issuance. Such shares of common
stock may be subject to vesting. The Company has the right to repurchase all
unvested shares at the original exercise price in the event of employee
termination. The number of shares subject to the repurchase right decreases as
the shares vest under the original option terms, generally four years. As of
July 31, 1999, there were 970,995 shares subject to repurchase at prices
ranging from $0.10 to $0.50, with a weighted-average repurchase price of $0.12
per share.

(c) 1995 Stock Option Plan

In October 1995, the Company's Board of Directors approved the 1995 Stock
Option Plan (1995 Plan) and reserved 1,000,000 shares of common stock for
issuance under the Plan. In fiscal 1996, an additional 1,000,000 shares of
common stock were approved by the Board of Directors and reserved for issuance
under the 1995 Plan. During fiscal 1997, the Board of Directors elected to
reduce the number of shares of common stock reserved under the 1995 Plan and
1,353,400, 296,448 and 28,281 shares were retired from the 1995 Plan in fiscal
1997, 1998 and 1999, respectively. The 1995 Plan provides for stock options to
be granted to employees, consultants, officers, and directors. Options may be
granted at an exercise price not less than 100% of the estimated fair market
value, as determined by the Company's Board of Directors, for incentive stock
options, and 85% of the estimated fair market value at the date of grant for
nonqualified stock options. All options are granted at the discretion of the
Company's Board of Directors and have a term not greater than ten years from
the date of grant. Options issued generally vest ratably over four years (25%
one year after the grant date and at a rate of 1/48 per month thereafter).

                                      F-12
Vicinity Corporation

                   Notes to Financial Statements--(Continued)

(d) 1996 Incentive Stock Option Plan

In November 1996, the Company's Board of Directors approved the 1996 Incentive
Stock Option Plan (1996 Plan), which is effective for a term of ten years. The
Board of Directors reserved 809,132 shares of common stock for issuance under
the 1996 Plan at that time. During fiscal 1998 and 1999, additional shares of
common stock of 2,482,185 and 600,000, respectively, were approved by the Board
of Directors and reserved for issuance under the 1996 Plan. Options may be
granted at an exercise price not less than 100% of the estimated fair market
value, as determined by the Company's Board of Directors, for incentive stock
options, and 85% of the estimated fair market value at the date of grant for
nonqualified stock options. All options are granted at the discretion of the
Company's Board of Directors and have a term not greater than ten years from
the date of grant. Options issued generally vest ratably over four years (25%
one year after the grant date and at a rate of 1/48 per month thereafter).

(e) Accounting for Stock-Based Compensation

The Company uses the intrinsic-value method prescribed in APB No. 25 in
accounting for its stock-based compensation arrangements with employees. Stock-
based compensation expense is recognized for employee stock option grants in
those instances in which the fair value of the underlying common stock exceeds
the exercise price of the stock options at the date of grant. The Company
recorded deferred stock-based compensation expense of $1,210,800 during the
year ended July 31, 1999. Because the option grants generally vest ratably over
a four-year period, the service period over which compensation is accrued as a
charge to expense is determined separately for each 25 percent portion of the
total award, in accordance with Financial Accounting Standards Board (FASB)
Interpretation No. 28 (FIN 28). The result of applying FIN 28 is that
approximately 52% of the unearned deferred compensation will be amortized in
the first year, 27% in the second year, 15% in the third year and 6% in the
fourth year following the date of the grant. Approximately $167,000 of stock-
based compensation expense was recognized in the year ended July 31, 1999.

A summary of all stock option activity follows:
----------------------------------
                                                Options               Weighted-
                                              available                 average
                                             for future      Options   exercise
                                                  grant  outstanding      price
                                             ----------  -----------  ---------
Balances as of July 31, 1996................  1,952,400          --   $     --
  Authorized................................    809,132          --         --
  Shares retired............................ (1,353,400)         --         --
  Options granted........................... (1,810,043)   1,810,043       0.10
  Options exercised.........................        --       (10,000)      0.10
  Options canceled..........................    805,543     (805,543)      0.10
----------  -----------  ---------
Balances as of July 31, 1997................    403,632      994,500       0.10
  Authorized................................  2,482,185          --         --
  Shares retired............................   (296,448)         --         --
  Options granted........................... (2,530,637)   2,530,637       0.11
  Options exercised.........................        --      (136,135)      0.10
  Options canceled..........................    516,365     (516,365)      0.11
----------  -----------  ---------
Balances as of July 31, 1998................    575,097    2,872,637       0.11
  Authorized................................    600,000          --         --
  Shares retired............................    (28,281)         --         --
  Options granted at fair value.............   (349,000)     349,000       0.15
  Options granted below fair value..........   (822,500)     822,500       0.42
  Options exercised.........................        --    (1,527,586)      0.13
  Options canceled..........................    452,551     (452,551)      0.10
----------  -----------  ---------
Balances as of July 31, 1999................    427,867    2,064,000  $    0.22
==========  ===========  =========
There were 692,470 and 547,042 options exercisable as of July 31, 1998 and
1999, respectively.

                                      F-13
Vicinity Corporation

                   Notes to Financial Statements--(Continued)

The following table summarizes information about stock options under the plans
as of July 31, 1999:
---------------------------------------------------------------------------------
                  Options outstanding                      Options exercisable
-------------------------------------------------------- ------------------------
                                Weighted-
                                  average      Weighted-                Weighted-
      Range of   Number of remaining life        average Number of        average
xerciseeprices      shares     (in years) exercise price    shares exercise price
---------------  --------- -------------- -------------- --------- --------------
$0.10       1,084,500            8.0          $0.10   539,750          $0.09
      0.15         424,000            9.1           0.15     7,292           0.15
      0.20          76,500            9.6           0.20       --             --
      0.50         390,000            9.7           0.50       --             --
  0.75 to 1.25      89,000            9.9           0.77       --             --
---------------  --------- -------------- -------------- --------- --------------
$0.10 to 1.25   2,064,000            8.7          $0.22   547,042          $0.10
===============  ========= ============== ============== ========= ==============
The weighted-average fair value of employee stock options granted at fair value
during fiscal 1997, 1998 and 1999 was $0.02, $0.02, and $0.03, respectively.
The weighted average fair value of employee stock options granted below fair
value during fiscal 1999 was $1.51. The fair value of employee options granted
was estimated on the date of grant using the Black-Scholes option pricing
model. The following weighted-average assumptions were used in these
calculations: a risk-free interest rate of 6.6%, 5.6% and 5.2% for the years
ended July 31, 1997, 1998 and 1999, respectively; an expected life of six years
for the years ended July 31, 1997 and 1998 and four years for the year ended
July 31, 1999; dividend yield of 0%; and volatility of 0%.

Had compensation cost for the Company's stock-based compensation plans been
determined consistent with the fair value approach set forth in SFAS No. 123,
the Company's net losses for the years ended July 31, 1997, 1998 and 1999 would
have been as follows:
-------------------------------------
                                               1997         1998         1999
                                        -----------  -----------  -----------
Net loss applicable to common
 stockholders - as reported............ $(6,621,474) $(2,998,581) $(6,552,893)
Pro forma stock-based compensation
 expense...............................      (4,632)     (16,735)     (37,045)
-----------  -----------  -----------
Net loss applicable to common
 stockholders - pro forma.............. $(6,626,106) $(3,015,316) $(6,589,938)
===========  ===========  ===========
Basic and diluted net loss per share:
  As reported.......................... $     (1.61) $     (0.86) $     (1.61)
===========  ===========  ===========
Pro forma............................ $     (1.62) $     (0.86) $     (1.62)
===========  ===========  ===========
6. Income Taxes

The Company incurred no income tax expense for the years ended July 31, 1997,
1998 and 1999. The income tax expense differed from the amounts computed by
applying the U.S. federal income tax rate of 34% to pretax income as a result
of the following:
-----------------------------------
                                                  1997       1998         1999
                                           -----------  ---------  -----------
Computed expected tax (benefit)........... $(2,121,228) $(839,729) $(1,794,799)
Current year net operating losses and
 temporary differences for which no tax
 benefit is recognized....................   2,113,848    833,315    1,782,440
Other.....................................       7,380      6,414       12,359
-----------  ---------  -----------
$       --   $     --   $       --
===========  =========  ===========
F-14
Vicinity Corporation

                   Notes to Financial Statements--(Continued)

The effects of temporary differences that give rise to significant portions of
deferred tax assets as of July 31 are as follows:
------------------------
                                                             1998         1999
                                                      -----------  -----------
Deferred tax assets:
 Accruals and reserves............................... $ 1,171,151  $ 2,428,136
 Net operating loss carryforwards and credits........   3,470,201    3,853,027
-----------  -----------
Total gross deferred tax assets before valuation
   allowance.........................................   4,641,352    6,281,163
Valuation allowance..................................  (4,641,352)  (6,281,163)
-----------  -----------
Net deferred tax assets............................ $       --   $       --
===========  ===========
As of July 31, 1999, the Company has available net operating losses for federal
and state income tax purposes of $9,530,784 and $6,929,414, respectively. The
federal net operating loss carryforward will expire, if not utilized, in the
year 2011. The California net operating loss carryforwards will expire, if not
utilized, in the year 2004. The Company has research credit carryforwards for
federal income tax purposes of $181,689. The Company has a valuation allowance
for the full amount of the deferred tax assets as of July 31, 1998 and 1999, as
management does not believe it is more likely than not that the value of the
assets is recoverable.

Federal and state tax laws impose substantial restrictions on the utilization
of net operating loss carryforwards in the event of an "ownership change" as
defined in Section 382 of the Internal Revenue Code. The Company has not yet
determined whether an ownership change occurred due to significant stock
transactions in each of the reporting years disclosed. If an ownership change
has occurred, utilization of the net operating loss carryforwards could be
significantly deferred.

7. Commitments

(a) Leases

The Company leases equipment and its facilities under noncancelable operating
and capital leases with expiration dates through 2003. Future minimum lease
payments under the Company's noncancelable operating and capital leases as of
July 31, 1999 are as follows:
------------------------
Year Ending                                                Capital    Operating
July 31,                                                    leases       leases
-----------                                            -----------  -----------
2000.................................................. $   396,902    1,006,007
2001..................................................     308,960      156,113
2002..................................................      13,389        6,590
2003..................................................         --         3,346
-----------  -----------
Total minimum lease payments.........................     719,251  $ 1,172,056
===========
Less amount representing interest.....................     (41,697)
-----------
Present value of minimum lease payments...............     677,554
Less current portion..................................    (379,545)
-----------
$   298,009
===========
Rental expense amounted to approximately $841,000, $771,000 and $1,142,000 for
the years ended July 31, 1997, 1998 and 1999, respectively. Approximately
$142,000 of rental expense was paid to Navisite, a subsidiary of CMGI, during
the years ended July 31, 1997, 1998 and 1999.

                                      F-15
Vicinity Corporation

                   Notes to Financial Statements--(Continued)

(b) License Fees

The Company has entered into agreements with certain content providers. As of
July 31, 1999, the terms of such agreements include the following future
minimum license fees.
Year Ending
July 31,
-----------
2000................................................................. $  575,146
2001.................................................................    283,956
2002.................................................................    141,667
2003.................................................................     75,000
2004.................................................................      6,575
----------
$1,082,344
==========
8. Segment Information

During fiscal 1999, the Company adopted the provisions of SFAS No. 131,
Disclosures About Segments of an Enterprise and Related Information. SFAS No.
131 requires disclosures of selected segment-related financial information
about products, major customers and geographic areas.

The Company's chief operating decision maker (CODM) is considered to be the
Company's CEO. The CODM evaluates performance, makes operating decisions and
allocates resources based on financial data consistent with the presentation in
the accompanying financial statements. Therefore, the Company operates in a
single segment for purposes of disclosure under SFAS No. 131.

The Company's revenues have been earned from customers in the United States
with the exception of approximately $8,000, $2,000, and $50,000 in revenues in
fiscal 1997, 1998, and 1999, respectively, which were earned from customers in
Europe. During fiscal 1997 and 1998, the Company had sales to one customer that
accounted for 48% and 26%, respectively, of the Company's revenues. During
fiscal 1999, the Company had sales to one customer that accounted for 11% of
revenues.

All of the Company's long-lived assets are located in the United States.

9. Related Party Transaction

As of July 31, 1998, the Company had a noninterest bearing payable to Navisite
Internet Services, a subsidiary of CMGI, for $163,686, relating to the lease of
computer equipment that was paid during fiscal 1999.

In addition to rental expense paid to Navisite, approximately $105,000, $8,000
and $49,000 was paid for data center services during the years ended July 31,
1997, 1998 and 1999.

10. Retirement Plan

Effective March 1997, the Company established a qualified 401(k) plan (the
Plan) available to all employees who meet the Plan's eligibility requirements.
Participants may elect to contribute a percentage of their compensation to the
Plan up to a statutory maximum amount. The Company may make matching
contributions to the Plan on a discretionary basis. The Company did not make
any contributions to the Plan in fiscal 1997, 1998 or 1999.

11. Subsequent Events

In August 1999, the Company signed a $4,000,000 equipment leasing agreement
with a finance company. The facility is cancellable by either party upon thirty
days notice. Equipment leased under this facility will have an initial term of
24 months from the date of equipment acceptance.

In August 1999, the Company issued an additional 350,000 shares of Series F
preferred stock for aggregate proceeds of $1,750,000.

In October 1999, the Board of Directors authorized the filing of a registration
statement with the Securities and Exchange Commission that would permit the
Company to sell shares of the Company's stock in connection with a proposed
initial public offering.

In October 1999, the Board of Directors authorized a reincorporation of the
Company in the State of Delaware.

                                      F-16
[GRAPHIC--Vicinity logo in the upper left-hand corner. Text in the upper right-
hand corner reads "What Customers Have to Say About Vicinity." The body of the
graphic displays four client testimonials.]
[LOGO]
Part II

                     Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than the
underwriting discount, payable by the Registrant in connection with the sale of
the Common Stock being registered. All amounts are estimates except the SEC
registration fee, the NASD filing fees and the Nasdaq National Market listing
fee.
Amount to
                                                                       Be Paid
                                                                      ---------
SEC registration fee..............................................   $15,985
   NASD filing fee...................................................     6,250
   Nasdaq National Market listing fee................................       *
   Legal fees and expenses...........................................       *
   Accounting fees and expenses......................................       *
   Printing and engraving............................................       *
   Blue sky fees and expenses (including legal fees).................       *
   Transfer agent fees...............................................       *
   Miscellaneous.....................................................       *
                                                                      ---------
     Total...........................................................       *
                                                                      =========
-------------------
  * To be provided by amendment.

Item 14. Indemnification of Directors and Officers

Our Certificate of Incorporation in effect as of the date hereof, and our
Restated Certificate of Incorporation to be in effect upon the closing of this
offering (collectively, the "Certificate") provides that, except to the extent
prohibited by the Delaware General Corporation Law, as amended (the "DGCL"),
the Registrant's directors shall not be personally liable to the Registrant or
its stockholders for monetary damages for any breach of fiduciary duty as
directors of the Registrant. Under the DGCL, the directors have a fiduciary
duty to the Registrant which is not eliminated by this provision of the
Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of nonmonetary relief will remain available. In
addition, each director will continue to be subject to liability under the DGCL
for breach of the director's duty of loyalty to the Registrant, for acts or
omissions which are found by a court of competent jurisdiction to be not in
good faith or involving intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
prohibited by the DGCL. This provision also does not affect the directors'
responsibilities under any other laws, such as the Federal securities laws. The
Registrant may obtain for liability insurance for its officers and directors.

Section 145 of the DGCL empowers a corporation to indemnify its directors and
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this
provision shall not eliminate or limit the liability of a director: (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) arising under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the

                                      II-1
personal liability of directors to the fullest extent permitted by Section
102(b)(7) of the DGCL and provides that the Registrant may fully indemnify any
person 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 civil,
criminal, administrative or investigative) by reason of the fact that such
person is or was a director or officer of the Registrant, or is or was serving
at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.

Item 15. Recent Sales of Unregistered Securities

(a) Issuances of Shares of Preferred Stock and warrants exercisable for
Preferred Stock

On December 12, 1996, the Registrant issued and sold 3,304,000 shares of its
Series C Preferred Stock to 21st Century Internet Fund, L.P., CMG@Ventures I,
L.P. and EnCompass Group, Inc.

On December 9, 1998, the Registrant issued and sold 2,300,613 shares of its
Series D Preferred Stock and warrants exercisable for up to 952,381 shares of
Series E Preferred Stock at an exercise price of $2.10 per share to Oak
Investment Partners VIII, L.P.

On March 19, 1999, the Registrant issued and sold 59,524 shares of its Series E
Preferred Stock to two individual accredited investors.

Between July 12, 1999 and August 31, 1999, the Registrant issued and sold
2,070,000 shares of its Series F Preferred Stock to EnCompass Group, Inc., 21st
Century Internet Fund, L.P. and ten other individual accredited institutional
investors.

(b) Issuances of Shares of Common Stock

On February 1, 1998, the Registrant issued 882,500 shares of its Common Stock
in consideration of Settlement and Release Agreements entered into on that day
between the Registrant and each of three former employees.

On July 27, 1998, the Registrant issued and sold 275,512 shares of its Common
Stock pursuant to the early exercise of outstanding warrants by CMG@Ventures I,
L.P.

Between July 8, 1997 and November 1, 1999, the Registrant issued and sold
2,485,625 shares of its Common Stock to 40 individuals upon exercise of
outstanding employee incentive stock options.

(c) Issuances of Options to Employees, Directors and Consultants

Between November 25, 1996 and November 1, 1999, the Registrant issued options
exercisable for 3,916,917 shares (net of cancellations) of its Common Stock
pursuant to Registrant's 1996 Incentive Stock Option Plan to 138 individuals.
Of this amount, options for 2,311,667 shares of Common Stock had been exercised
as of November 1, 1999.

The sale of the above securities were deemed to be exempt from registration
under the Securities Act in reliance on Section 4(2) of the Securities Act, or
Regulation D promulgated thereunder, or, with respect to compensatory issuances
to employees, directors and consultants, Rule 701 promulgated under Section
3(b) of the Securities Act as transactions by an issuer not involving a public
offering or transactions pursuant to compensatory benefit plans and contracts
relating to compensation as

                                      II-2
provided under such Rule 701. The recipients of securities in each such
transaction represented their intentions to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the instruments
representing such securities issued in such transactions.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits.
Exhibit
 Number                          Description of Document
 -------                         -----------------------
1.1*   Form of Underwriting Agreement.
  3.1*   Certificate of Incorporation.
  3.2*   Form of Restated Certificate of Incorporation to be in effect upon the
         closing of this offering.
  3.3*   Bylaws.
  3.4*   Form of Restated Bylaws to be in effect upon the closing of this
         offering.
  4.1*   Specimen Common Stock certificate.
  5.1*   Opinion of Latham & Watkins.
 10.1    1995 Stock Option Plan.
 10.2    1996 Incentive Stock Option Plan.
 10.3*   2000 Equity Participation Plan.
 10.4*   2000 Employee Stock Purchase Plan
 10.5    Amended and Restated Registration and Information Rights Agreement,
         dated as of December 9, 1998, by and among Vicinity Corporation, Rama
         Aysola, Eddie Babcock, Timothy Bacci, James DiSanto and the investors
         named on Schedule I thereto.
 10.6    Amended and Restated Shareholders Agreement, dated as of December 9,
         1998, by and among Vicinity Corporation, Rama Aysola, Eddie Babcock,
         Timothy Bacci, James DiSanto and the investors named in Schedule I
         thereto.
 10.7    Voting Agreement, dated as of December 12, 1996, by and among Vicinity
         Corporation, Rama Aysola, Eddie Babcock, Timothy Bacci, James DiSanto
         and the investors named in Schedule I thereto.
 10.8    Employment Agreement, dated June 17, 1998, by and between Vicinity
         Corporation and Emerick M. Woods.
 10.9    Loan Agreement, dated July 14, 1999, by and between Vicinity
         Corporation and Emerick M. Woods.
 10.10   Form of 1996 Incentive Stock Option Plan Stock Option Agreement.
 10.11   Amendment to Incentive Stock Option Plan Agreement, dated August 19,
         1998, by and between Vicinity Corporation and Scott Young.
 10.12   Amendment to Incentive Stock Option Plan Agreement, dated August 19,
         1998, by and between Vicinity Corporation and David Seltzer.
 10.13   Amendment to Incentive Stock Option Plan Agreement, dated August 19,
         1998, by and between Vicinity Corporation and Mary Gavin.
 10.14+  Management Support Agreement, dated June 11, 1999, by and between
         Vicinity Corporation and Aperto Multimedia GMBH.
 10.15   Management Support Agreement dated July 27, 1999, by and between
         Vicinity Corporation and Invision AG.
 10.16*  Equipment Lease Agreement, dated July 27, 1999, by and between
         Vicinity Corporation and Compaq.
 10.17*  Equipment Lease Agreement, dated April 24, 1996, by and between
         Vicinity Corporation and Pacific Atlantic.
II-3
10.18+ Joint Marketing Agreement, dated June 23, 1999, by and between Vicinity
        Corporation and Prio, Inc.
 10.19+ Service and Distribution Agreement, dated June 14, 1999, by and between
        Vicinity Corporation and Inktomi Corporation.
 10.20  NaviSite Siteharbor Co-Location Services Agreement, dated June 30,
        1998, by and between Vicinity Corporation and NaviSite Internet
        Services Corporation.
 10.21  Sublease Agreement, dated October 1, 1996, by and between Vicinity
        Corporation and Attachmate Corporation.
 10.22  First Sublease Agreement Amendment, dated August 6, 1997, by and
        between Vicinity Corporation and Attachmate Corporation.
 10.23  Second Sublease Agreement Amendment, dated September 22, 1998, by and
        between Vicinity Corporation and Attachmate Corporation.
 10.24  Sub-Sublease Agreement, dated August 1, 1999, by and between Vicinity
        Corporation and E*Trade Group, Inc.
 10.25  Lease Agreement, dated August 10, 1999, by and between Vicinity
        Corporation and Gordon E. and Blanche M. Bagley.
 23.1   Consent of KPMG LLP.
 23.2*  Consent of Latham & Watkins (included in Exhibit 5.1).
 24.1   Powers of Attorney (See Signature Page on Page S-1).
 27.1   Financial Data Schedule.
-------------------
+ Registrant has requested confidential treatment pursuant to Rule 406 for a
  portion of the referenced exhibit and has separately filed such exhibit with
  the Commission.

* To be supplied by amendment.

(b) Financial Statement Schedules.

  Independent Auditors' Report on Financial Statement Schedule

  Schedule II--Valuation and Qualifying Accounts

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the Underwriter at
the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriter to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.

                                      II-4
The undersigned Registrant hereby undertakes that:

  (1) For purposes of determining any liability under the Securities Act of
  1933, the information omitted from the form of prospectus filed as part of
  this registration statement in reliance upon Rule 430A and contained in a
  form of prospectus filed by the registrant pursuant to Rule 424 (b)(1) or
  (4), or 497(h) under the Securities Act of 1933, shall be deemed to be part
  of this registration statement as of the time it was declared effective.

  (2) For the purpose of determining any liability under the Securities Act
  of 1933, each post-effective amendment that contains a form of prospectus
  shall be deemed to be a new registration statement relating to the
  securities offered therein, and this offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.

                                      II-5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Palo Alto, State of
California, on this 3rd day of November, 1999.

                                       Vicinity Corporation

                                       By: /s/ Emerick M. Woods
                                         --------------------------------------
                                         Name: Emerick M. Woods
                                         Title: Chief Executive Officer

                               POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Emerick M.
Woods, David Seltzer and Scott A. Shuda, and each of them, as attorney-in-fact
with the power of substitution, for him or her in any and all capacities, to
sign any amendment to this registration statement (including post-effective
amendments and registration statements filed pursuant to Rule 462 and
otherwise), and to file the same, with exhibits thereto and other documents in
connection therewith, with the SEC, granting to said attorneys-in-fact, and
each of them individually, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as her or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact or each of them
individually, or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                          Title                   Date
              ---------                          -----                   ----
/s/ Emerick M. Woods                   Chief Executive Officer     November 3, 1999
______________________________________  and Director (Principal
Emerick M. Woods                        Executive Officer)

/s/ David Seltzer                      Chief Financial Officer     November 3, 1999
______________________________________  (Principal Financial and
David Seltzer                           Accounting Officer)

                                       Chairman of the Board of    November  , 1999
______________________________________  Directors
Herbert M. Dwight, Jr.

/s/ Jonathan Callaghan                 Director                    November 3, 1999
______________________________________
Jonathan Callaghan

/s/ James J. Geddes, Jr.               Director                    November 3, 1999
______________________________________
James J. Geddes, Jr.

______________________________________ Director                    November  , 1999
Fred Gibbons

/s/ Peter Mills                        Director                    November 3, 1999
______________________________________
Peter Mills
S-1
Signature                          Title                   Date
              ---------                          -----                   ----
Director                    November  , 1999
______________________________________
Norman Nie

/s/ Michael Sears                      Director                    November 3, 1999
______________________________________
Michael Sears

/s/ Peter Ziebelman                    Director                    November 3, 1999
______________________________________
Peter Ziebelman
S-2
Independent Auditors' Report on Financial Statement Schedule

The Board of Directors
Vicinity Corporation:

Under the date of September 22, 1999 except as to Note 11 for which the date is
November 2, 1999, we reported on the balance sheets of Vicinity Corporation as
of July 31, 1998 and 1999, and the related statements of operations, redeemable
convertible preferred stock and stockholders' deficit, and cash flows for each
of the years in the three-year period ended July 31, 1999, which are included
in the registration statement. In connection with our audits of the
aforementioned financial statements, we also audited the accompanying financial
statement schedule. The financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion on this
financial statement schedule based on our audit.

In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.

                                       KPMG LLP

Mountain View, California
September 22, 1999
Vicinity Corporation

                 Schedule II--Valuation and Qualifying Accounts

--------------------------------------------------------------------------------
Balance Addition
                                                 at  Charged             Balance
                                          Beginning       to           at End of
Description                               of Period  Expense Deduction    Period
-----------                               --------- -------- --------- ---------
                                                     (in thousands)
Year ended July 31, 1997:
 Allowance for doubtful accounts.........   $   --   $   --    $   --    $   --
                                            =======  =======   =======   =======
Year ended July 31, 1998:
 Allowance for doubtful accounts.........   $   --   $   --    $   --    $   --
                                            =======  =======   =======   =======
Year ended July 31, 1999
 Allowance for doubtful accounts.........   $   --   $    80   $   --    $    80
                                            =======  =======   =======   =======
Exhibits
Number                         Description of Document
 ------                         -----------------------
1.1*  Form of Underwriting Agreement.
  3.1*  Certificate of Incorporation.
  3.2*  Form of Restated Certificate of Incorporation to be in effect upon the
        closing of this offering.
  3.3*  Bylaws.
  3.4*  Form of Restated Bylaws to be in effect upon the closing of this
        offering.
  4.1*  Specimen Common Stock certificate.
  5.1*  Opinion of Latham & Watkins.
 10.1   1995 Stock Option Plan.
 10.2   1996 Incentive Stock Option Plan.
 10.3*  2000 Equity Participation Plan.
 10.4*  2000 Employee Stock Purchase Plan
 10.5   Amended and Restated Registration and Information Rights Agreement,
        dated as of December 9, 1998, by and among Vicinity Corporation, Rama
        Aysola, Eddie Babcock, Timothy Bacci, James DiSanto and the investors
        named on Schedule I thereto.
 10.6   Amended and Restated Shareholders Agreement, dated as of December 9,
        1998, by and among Vicinity Corporation, Rama Aysola, Eddie Babcock,
        Timothy Bacci, James DiSanto and the investors named in Schedule I
        thereto.
 10.7   Voting Agreement, dated as of December 12, 1996, by and among Vicinity
        Corporation, Rama Aysola, Eddie Babcock, Timothy Bacci, James DiSanto
        and the investors named in Schedule I thereto.
 10.8   Employment Agreement, dated June 17, 1998, by and between Vicinity
        Corporation and Emerick M. Woods.
 10.9   Loan Agreement, dated July 14, 1999, by and between Vicinity
        Corporation and Emerick M. Woods.
 10.10  Form of 1996 Incentive Stock Option Plan Stock Option Agreement.
 10.11  Amendment to Incentive Stock Option Plan Agreement, dated August 19,
        1998, by and between Vicinity Corporation and Scott Young.
 10.12  Amendment to Incentive Stock Option Plan Agreement, dated August 19,
        1998, by and between Vicinity Corporation and David Seltzer.
 10.13  Amendment to Incentive Stock Option Plan Agreement, dated August 19,
        1998, by and between Vicinity Corporation and Mary Gavin.
 10.14+ Management Support Agreement, dated June 11, 1999, by and between
        Vicinity Corporation and Aperto Multimedia GMBH.
 10.15  Management Support Agreement dated July 27, 1999, by and between
        Vicinity Corporation and Invision AG.
 10.16* Equipment Lease Agreement, dated July 27, 1999, by and between Vicinity
        Corporation and Compaq.
 10.17* Equipment Lease Agreement, dated April 24, 1996, by and between
        Vicinity Corporation and Pacific Atlantic.
 10.18+ Joint Marketing Agreement, dated June 23, 1999, by and between Vicinity
        Corporation and Prio, Inc.
 10.19+ Service and Distribution Agreement, dated June 14, 1999, by and between
        Vicinity Corporation and Inktomi Corporation.
 10.20  NaviSite Siteharbor Co-Location Services Agreement, dated June 30,
        1998, by and between Vicinity Corporation and NaviSite Internet
        Services Corporation.
10.21 Sublease Agreement, dated October 1, 1996, by and between Vicinity
       Corporation and Attachmate Corporation.
 10.22 First Sublease Agreement Amendment, dated August 6, 1997, by and between
       Vicinity Corporation and Attachmate Corporation.
 10.23 Second Sublease Agreement Amendment, dated September 22, 1998, by and
       between Vicinity Corporation and Attachmate Corporation.
 10.24 Sub-Sublease Agreement, dated August 1, 1999, by and between Vicinity
       Corporation and E*Trade Group, Inc.
 10.25 Lease Agreement, dated August 10, 1999, by and between Vicinity
       Corporation and Gordon E. and Blanche M. Bagley.
 23.1  Consent of KPMG LLP.
 23.2* Consent of Latham & Watkins (included in Exhibit 5.1).
 24.1  Powers of Attorney (See Signature Page on Page S-1).
 27.1  Financial Data Schedule.
-------------------
+ Registrant has requested confidential treatment pursuant to Rule 406 for a
  portion of the referenced exhibit and has separately filed such exhibit with
  the Commission.

* To be supplied by amendment.