SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                           AMENDMENT NO.1 TO FORM 10-K
    FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 For the fiscal year ended December 31, 2001.

                                       OR

[_]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the transition period from __________ to __________

                        Commission file number 000-28871

                            SWITCHBOARD INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                               04-3321134
         (State or Other Jurisdiction of    (I.R.S. Employer Identification No.)
          Incorporation or Organization)

                                120 FLANDERS ROAD
                          WESTBORO, MASSACHUSETTS 01581
              (Address and Zip Code of Principal Executive Offices)

        Registrant's telephone number, including area code: 508-898-8000

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, $0.01 par value per share
                                (Title of Class)

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [] No [X]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
<PAGE>

     As of March 22, 2002, the aggregate market value of the voting common stock
held by non-affiliates of the Registrant was approximately $10,086,000
(reference is made to Part II, Item 5 of this Annual Report on Form 10-K for the
statement of assumptions upon which this calculation is based).

     On March 22, 2002, there were 18,334,276 shares of the Registrant's common
stock outstanding. The Registrant has no shares of non-voting common stock
authorized or outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Registrant's Definitive Proxy Statement for its 2002 Annual
Meeting of Stockholders scheduled to be held on May 16, 2002 (the "2002 Proxy
Statement"), which will be filed with the Securities and Exchange Commission not
later than 120 days after December 31, 2001, are incorporated by reference into
Part III herein. With the exception of the portions of the 2002 Proxy Statement
expressly incorporated herein by reference, such document shall not be deemed
filed as part hereof.

                                EXPLANATORY NOTE

     The purpose of this Amendment No. 1 to Annual Report on Form 10-K is to
restate our audited financial statements for the fiscal year ended December 31,
2001 and to correspondingly modify related disclosures.

     The restatements of our financial statements for the fiscal year ended
December 31, 2001 disclosed in this Amendment No. 1 to Annual Report on Form
10-K are described in detail under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Restatement of
Financial Statements," included herein within Item 7 of Part II, and our
consolidated financial statements and related notes, including, without
limitation, Note C, included herein as Item 8 of Part II.

     We have amended and restated in its entirety each Item of our Annual Report
on Form 10-K for the fiscal year ended December 31, 2001 that has been affected
by these restatements. This Amendment No. 1 to Annual Report on Form 10-K does
not reflect events occurring after the March 29, 2002 filing of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2001 or modify or
update the disclosures set forth in that Annual Report on Form 10-K in any way,
except as required to reflect the effects of the re-audit of our financial
statements for the fiscal year ended December 31, 2001 and the related
restatements disclosed herein.



                                       1
<PAGE>

     The Items of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 which are amended and restated herein are:

     * Item 1 of Part I;

     * Items 6, 7 and 8 of Part II; and

     * Item 14 of Part IV.

     The remaining Items contained within this Amendment No. 1 to Annual Report
on Form 10-K consist of all other Items originally contained in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2001, in the form
filed with the Securities and Exchange Commission on March 29, 2002. These
remaining Items are not amended hereby, but are included for the convenience of
the reader. They are:

     * Items 2, 3 and 4 of, and "Executive Officers of the Registrant"
       contained within, Part I;

     * Items 5, 7A and 9 of Part II; and

     * Items 10, 11, 12 and 13 of Part III.


                                       2
<PAGE>

                           FORWARD LOOKING STATEMENTS

     This report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that are subject to a number of risks and uncertainties.
All statements, other than statements of historical facts, included herein
regarding our strategy, future operations, financial position, estimated
revenues, projected costs, prospects, plans, and objectives of management are
forward-looking statements. When used herein, the words "will", "believe",
"anticipate", "intend", "estimate", "expect", "project", and similar expressions
are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. We cannot guarantee
future results, levels of activity, performance or achievements and you should
not place undue reliance on our forward-looking statements. Our forward-looking
statements do not reflect the potential impact of any future acquisitions,
mergers, dispositions, joint ventures or strategic alliances. Our actual results
could differ materially from those anticipated in these forward-looking
statements as a result of various factors, including the risks described in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Factors Affecting Our Operating Results, Business Prospects and the
Market Price of Our Stock" and elsewhere herein. As noted in "Explanatory Note"
above, the risks described in "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Factors Affecting Our Operating Results,
Business Prospects and the Market Price of Our Stock" and elsewhere herein do
not reflect events occurring after March 29, 2002 and are not modified or
updated, except as required to reflect the effects of the re-audit of our
financial statements for the fiscal year ended December 31, 2001 and the related
restatements disclosed herein. For current information regarding risks,
uncertainties and other factors that may affect operating results, business
prospects and the market price of our stock, please see "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Factors
Affecting Our Operating Results, Business Prospects and the Market Price of Our
Stock" included in Item 2 of Part I of our Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2002, as filed with the Securities and Exchange
Commission on or about date of the filing hereof and as supplemented or
superseded by subsequent filings with the SEC. We do not assume any obligations
to update any of the forward-looking statements we make.

                                WEB SITE ADDRESS

     Our Web site address is www.switchboard.com. References herein to
www.switchboard.com, switchboard.com, any variations of the foregoing or any
other uniform resource locator, or URL, are inactive textual references only.
The information on our Web site or at any other URL is not incorporated by
reference herein and should not be considered to be a part of this document.

                                   TRADEMARKS

     Switchboard, Ad Studio, MapsOnUs, My Corner, My Studio, SideClick, Think
Outside the Book and What's Nearby are registered service marks of Switchboard
Incorporated. Deals Nearby, Envenue, It's the Yellow Pages. Electrified.,
Nearbuy, and Switchboard Matrix are service marks of Switchboard Incorporated.
Other product, company or organization names cited herein may be service marks,
trademarks or trade names of their respective companies or organizations.


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<PAGE>

                            SWITCHBOARD INCORPORATED
                AMENDMENT NO.1 TO 2001 ANNUAL REPORT ON FORM 10-K
                                TABLE OF CONTENTS

Part I
     Item 1:  Business.......................................................  5
     Item 2:  Properties..................................................... 11
     Item 3:  Legal Proceedings.............................................. 11
     Item 4:  Submission of Matters to a Vote of Security Holders............ 11
              Executive Officers of the Registrant........................... 12
Part II
     Item 5:  Market for the Registrant's Common Equity and Related
              Stockholder Matters............................................ 13
     Item 6:  Selected Consolidated Financial Data........................... 14
     Item 7.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations...................................... 15
     Item 7A. Quantitative and Qualitative Disclosures About Market Risks.... 37
     Item 8.  Consolidated Financial Statements and Supplementary Data....... 38
     Item 9.  Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure....................................... 69
Part III
     Item 10. Directors and Executive Officers of the Registrant............. 69
     Item 11. Executive Compensation......................................... 69
     Item 12. Security Ownership of Certain Beneficial Owners and Management
              and Related Stockholder Matters................................ 69
     Item 13. Certain Relationships and Related Transactions................. 69
Part IV.
     Item 14. Exhibits, Consolidated Financial Statement Schedules and
              Reports on Form 8-K............................................ 70
              Signatures..................................................... 73
              Certifications................................................. 74


                                       4
<PAGE>

                                     PART I

ITEM 1. BUSINESS

                                   Our Company

     Switchboard is a leading provider of Web hosted directory technologies and
customized yellow pages platforms to yellow pages publishers, newspaper
publishers and Internet portals that offer online local directory advertising
solutions to national retailers and "brick and mortar" merchants across a full
range of Internet and wireless platforms. Switchboard offers a broad range of
functions, content and services, including yellow and white pages, product
searching, location based searching, and interactive maps and driving
directions. Our Web site, Switchboard.com, is a showcase for our technology and
breadth of directory product offerings, and is a resource to consumers and
businesses alike.

     Switchboard is a Delaware corporation, which commenced operations in
February 1996. From our inception in February 1996 until March 2000, we had been
a unit and later a subsidiary of ePresence, Inc. (formerly Banyan Worldwide). As
of December 31, 2001, ePresence beneficially owned approximately 53.7% of our
common stock. We operate in one business segment.

                             Our Market Opportunity

     For decades, the yellow pages has been a primary source of local directory
information for individuals and businesses. The yellow pages are entrenched in
our daily lives and can be found in substantially every home and office.
According to the Kelsey Group ("Kelsey"), a global authority on local and
personalized commerce intelligence, the yellow pages industry today serves an
estimated $14 billion annual market. Kelsey reports that while most of that
market still purchases yellow pages advertising in traditional printed form, the
industry is experiencing a migration from paper to online. Approximately 10% of
yellow pages directory inquiries were conducted online in 2001 compared to
approximately 2% in 2000, according to Kelsey. Kelsey expects that the trend
will continue with projections of 25% growth in annual Internet yellow pages
traffic during the next several years. Kelsey further reports that the Internet
yellow pages market is forecasted to reach $6 billion by 2006. We believe that
as a leading provider of Web-based directory technology we are well positioned
to capitalize on this opportunity through our network of current and future
merchant network partners.

                                  Our Solution

     We believe we provide the only complete, end-to-end yellow pages platform
available today for companies strategically focused on developing a successful
online directory business under their own brands. Born out of the development of
highly scalable proprietary database and search technology, and rich customer
and advertising management tools, our comprehensive suite of products and
services are fully integrated to meet the needs of our merchant network alliance
partners, their merchant customers, and the millions of consumers across the
country who use the Switchboard platform, through Switchboard.com and the
Internet brands of our extensive network of partners, to locate business and
residential information locally and nationally.

     Merchant Network Alliance Partners - With a focus on an alliance-oriented
     ----------------------------------
scalable business model, our entire platform can be highly tuned, quickly and
efficiently, to meet each alliance partner's unique business requirements,
allowing them to cost-effectively develop and grow their online directory
business.

     Merchant Advertisers - With a focus on findability, we create a variety of
     --------------------
advertising products that provide merchants with a Web presence that is highly
targeted to ready-to-buy consumers looking for the products and services that
those merchants offer.

                                       5
<PAGE>

     Consumers - With a focus on user experience, we create simple user
     ---------
interfaces backed by sophisticated searching capabilities to deliver accurate
results quickly and easily.

                                  Our Strategy

     Our business model is primarily based on receiving a fee from our merchant
network alliance partners for businesses promoted in the directory platforms
that we develop and deploy for those alliance partners. We believe our future
growth is dependent upon our execution of the following strategies:

     *   First, we intend to continue to invest in improving our technology and
         the functionality of our directory platform. Through the ongoing
         evolution of the directory platform, our alliance partners will
         continue to have access to products designed to allow them to deliver
         increasing value to their merchant customers.

     *   Second, we intend to work with each of our alliance partners to grow
         their online base of merchant customers, by providing solid support,
         training and tools focused on permitting them to reliably sell and
         support hundreds of thousands of merchant customers with our
         technology.

     *   Third, we intend to focus on continued channel growth, increasing the
         number of alliance partners using our platform and selling directory
         advertising to merchants. We will target new independent yellow pages
         publishers, Regional Bell Operating Companies, or RBOCs, newspaper
         publishers and Internet portals to add to our extensive list of
         existing merchant network alliances.

                                  Our Products

     Yellow Pages Platform - Our Web-hosted yellow pages platform is comprised
     ---------------------
of four fully integrated components that enable our alliance partners to develop
and manage their online directory business.

     *   Sophisticated Database and Search Engine - We believe we provide the
         most scalable, reliable and high performance directory engine in the
         market today. Through our proprietary database technology, we are able
         to easily merge data from multiple sources, allowing us to provide
         timely and comprehensive content to our platform customers. With the
         release of our Switchboard Matrix technology expected in 2002, we
         expect to be first-to-market with the introduction of searchable "copy
         points", enhanced data typically found in paper yellow pages
         advertising, enabling merchants to be found via a wide variety of
         attributes, including product and service offerings, business hours,
         specialties, etc., moving beyond the traditional category / location
         searching of other paper-based or online yellow pages offerings.

     *   Customizable Advertising Product Suite and Business Rules - Within the
         yellow pages platform we provide a complete suite of local and national
         advertising products that can be fully customized to match the unique
         packaging and pricing requirements of our merchant network alliance
         partners. With the expected introduction of our searchable "copy point"
         model, we will be able to align our online advertising products with
         traditional yellow pages products offering similar enhanced data in a
         printed medium, greatly improving our ability to streamline our
         alliance partners' sales efforts.

     *   Comprehensive Merchant Management Tools - We have developed three
         different tiers of merchant management software solutions to provide
         our partners with the level of functionality that works most
         efficiently in coordination with their existing in-house systems. For
         alliance partners looking for a complete merchant management solution,
         we provide a rich customer relationship management (CRM) package that
         tracks customer activity, performs billing functions and manages
         merchant advertising. Our CRM package also can be easily integrated
         with other third party applications to enable customer support
         representatives to manage the fulfillment of a variety of products from


                                       6
<PAGE>

         within a single interface. For alliance partners that already possess
         CRM infrastructure, we provide a secure, Web-based merchant management
         tool that allows alliance partners to easily manage advertising
         campaigns and merchant collateral within the yellow pages system.
         Lastly, for alliance partners who regularly inject large volumes of
         merchant advertisements into the system, we provide a bulk load
         interface that allows formatted files containing merchant information
         and ad specifications to be programmatically processed.

     *   Cobrandable User Interface - Through ongoing usability testing and
         close analysis of consumer use of online yellow pages, we continue to
         evolve our user interface and searching capabilities to quickly connect
         consumers with the most relevant results. Through the modular
         organization of functional elements of our interface, we can customize
         the look and feel so that it is consistent with the look and feel of
         our alliance partners' Web sites and branding. These modules separate
         the functional elements from the layout elements, such as site
         appearance, thus facilitating rapid development. As we enhance or build
         new functional elements, the underlying architecture enables us to
         deploy these elements across all of the Web sites of our alliance
         partners without making individual changes to each specific
         implementation.

     Switchboard.com - Our flagship Web site and the first site to deliver
     ---------------
national directory services on the Internet in 1996, Switchboard.com is a
showcase for our technology platform. Providing a free alternative to costly
directory assistance charges, over 80 million page views are generated on the
site each month by more than 3 million consumers performing business, people and
product lookups both at home and in the workplace. Yellow pages and general site
advertising on the Switchboard.com Web site can be purchased through our direct
sales force as well as through our alliance partners who sell to their local
merchant customers the additional distribution of their advertisement within the
Switchboard.com Web site (Switchboard Distribution) in conjunction with their
own online yellow pages products.

     Product Directory - Our "Find a Product" directory service helps consumers
     -----------------
find the things they want from local brick and mortar businesses. By importing
and organizing high volumes of data from retail inventory databases,
point-of-sale systems, and other sources of structured product information, our
product directory platform lets consumers easily perform complex product
searches by inputting a wide array of criteria including product descriptions,
brands, and model numbers. Our Product Directory is deployed on Switchboard.com
and our alliance partner network as well as across wireless carriers Sprint PCS,
AT&T Wireless, Cingular and Nextel, who offer access to the directory to their
Web-enabled customers.

     MapsOnUs.com - Maps and Directions - Our MapsOnUs technology integrates
     ------------
maps and driving directions into many areas of our directory platform, and is
also available through our MapsOnUs.com Web site. Utilizing our MapsOnUs
capabilities, we are able to provide businesses with Dealer Locators that can be
easily integrated into their Web sites to help visitors locate the closest
outlet, dealer or franchisee, such as the Post Office locator currently
implemented for the United States Postal Service on USPS.com. We also customize
the MapsOnUs maps and driving directions content for licensing to a number of
online destinations.

                          Principal Sources of Revenue

Merchant Network Revenue
------------------------

         Directory Platform - Merchant alliance partners typically pay us an
         engineering fee for the creation and modification of a Web-hosted
         directory platform, a fee for the platform based upon the size and
         complexity of the platform we create for them, plus a per-merchant fee
         per month based upon the number of merchants they promote within the
         platform. In 2001, our merchant network alliance partner America Online
         Inc. represented a significant portion of our revenue. AOL accounted
         for 30.6% of total revenue in 2001. We anticipate that AOL will
         represent an even greater percentage of our revenue in 2002 and will be
         a material component of our overall business.

                                       7
<PAGE>

         Distribution of Merchant Network Partner Advertisements on
         Switchboard.com - We offer our merchant network alliance partners,
         including those within the Certified Marketing Representative (CMR)
         channel, the ability to sell Switchboard.com distribution to their
         merchant advertisers. Our merchant network alliance partners typically
         pay us a monthly fee based upon the number of merchant advertisements
         placed into Switchboard.com.

Banner and Site Sponsorship Advertising Revenue
-----------------------------------------------

     We also derive advertising revenue through our Switchboard.com Web site in
the following ways:

         Banner and Sponsorship Advertising - We offer both site-wide banner and
         category-specific banner programs on the Switchboard.com Web site. We
         provide standard run of site banner ad programs, which include full
         banners across the top and bottom of Web pages and smaller banners on
         the navigation bar on the Web site that allow advertisers to take
         advantage of our high traffic volume on Switchboard.com. Additionally,
         our patented banner ad serving technology enables us to place and
         rotate category-specific banner ads of various sizes in targeted
         locations throughout our site. We also sell sponsorship programs on a
         site-wide basis or for various categories. Sponsorships are
         advertisements consistently and prominently displayed on our Web site.
         Customers typically pay us on a cost per thousand impressions (CPM) or
         cost per action (CPA) basis for banner and sponsorship advertising.

         E-Commerce Advertising - We offer advertisements on various pages on
         our Web site for advertisers engaged in e-commerce. These
         advertisements can be placed under specific headings near a white pages
         search result. We also provide links to our shopping area near our
         white pages search results. In our shopping area, we offer e-commerce
         advertisers the opportunity to promote product specials and provide
         links to e-commerce advertisers' Web sites. Customers typically pay us
         for this service on a CPM or CPA basis.

                                   Technology

     We have developed sophisticated technologies that enable rapid
dissemination of information requested by consumers using our Web site. These
technologies were conceived and developed by a staff of senior engineers
experienced in designing large-scale, distributed computer systems, a form of
computer architecture that divides system functionality over numerous computers,
each known as a server, to enhance overall system performance and reliability.
We also have particular strengths in the areas of database technologies,
advertising management, and content customization.

Directory Technology
--------------------

     We have been affiliated with ePresence, a pioneer of directory technology,
since our founding in 1996. Directories played a key role in the large-scale,
multiple-site distributed systems deployed by Banyan Systems Incorporated (now
ePresence) since 1983. Our founder, Dean Polnerow, designed and originally
developed StreetTalkTM, Banyan's directory service. Building on this experience
to create our own proprietary directory technology, we created what we believe
to be the first national directory of United States residential information
available on the Internet, as well as our innovative and proprietary yellow
pages business directory.

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<PAGE>

Site Design
-----------

     Our directory technology was designed to provide high levels of
performance, scalability, and reliability. The directory is implemented as a set
of Windows NT servers that are organized into groups. Each group of servers
provides different parts of the overall site's functionality and each type of
functionality is provided by more than one group of servers. Individual servers
in a group can be added or removed without affecting the functional capabilities
of the site, and most changes required are managed automatically by proprietary
software that we developed. This distributed architecture is designed to be
highly scalable, which means that system capacity and functionality can be
easily and inexpensively increased, typically with minimal or no time-consuming
software changes required. It is also designed to be reliable, which means it is
resistant to service interruptions and the unavailability of one or more servers
does not affect the operation of other servers or the directory as a whole.

Database Search Technologies
----------------------------

     We have developed technology designed to quickly exchange information
between the groups of servers that provide the interface consumers use to input
their requests for information with the groups of servers that store the
databases of information we use to respond to these requests. This technology
allows data from multiple databases to be accessed and combined, regardless of
its structure or content. This simplifies the development of new user interfaces
and facilitates database updates. Our database technology helps to maximize Web
site performance through sophisticated in-memory data structures that are
optimized for rapid searching of various combinations of data elements, and by
automatically balancing the tasks being performed by individual servers.

     Our database technology includes sophisticated query management techniques,
which enable requests for large amounts of data to be retrieved in segments
while reducing the computer processing time typically associated with these
operations using conventional design techniques. This enables ready access to a
large amount of data stored in any of the databases and results in faster
responses to the user.

Advertising Management
----------------------

     Our ad placement technology is used primarily to control the frequency and
positioning of advertisements displayed on our Web site. This technology rotates
merchant ad displays in and out of prime locations on our yellow pages screens
according to priorities specifically purchased by our merchant customers. We use
an automated chain of software programs to securely facilitate the addition and
removal of both individual ads and large, aggregated volumes of merchant
advertising into our yellow pages directory.

     We have also developed a proprietary ad placement methodology which
provides a simple way to allow a merchant to focus its advertising to the
surrounding communities it desires to target. This technology uses the physical
location of a business and a distance measurement selected by the merchant to
automatically determine the appropriate location targets. These ad management
tools and processes enable our direct sales force and authorized ad resellers to
remotely manage and control national, regional, and local ad campaigns.

                                   Competition

     Our competition falls into four primary categories:

     *   traditional and online white and yellow pages publishers not utilizing
         our platform, including regional telephone companies and major Web
         portals;
     *   companies providing alternative Web-enabled white and yellow page
         directories, including Verizon New Media Services, Inc.;
     *   companies providing alternative Web-enabled advertising solutions for
         small businesses;
     *   traditional advertising media, including TV, radio and print.

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<PAGE>

     We compete in the markets for Internet content, services, and advertising.
These markets are highly competitive, and we expect competition to increase in
the future with the entrance of new competitors. The online local advertising
market is rapidly developing. We believe that the sophistication and complexity
of our technology, and the depth and breadth of our offering to our partners,
creates a significant barrier to entry for new competitors.

     We believe our ability to compete successfully depends on many factors,
several of which are outside of our control. These factors include the quality
of content we provide relative to our competitors, the cost-effectiveness and
reliability of our services relative to our competitors, and our ability to
generate value for local merchants and national retailers.

     We also compete with traditional advertising media, including television,
radio, and print, for a share of advertisers' total advertising budgets. If
advertisers consider online advertising to be a limited or ineffective
advertising media, advertisers may be reluctant to devote a significant amount
of their advertising dollars to advertising on our platform.

                              Intellectual Property

     We regard our patents, copyrights, service marks, trademarks, trade dress,
trade secrets, and other intellectual property as critical to our success. We
rely on a combination of patent, trademark and copyright law, trade secret
protection and confidentiality, and license agreements with our employees,
consultants, customers, alliance partners, and others to protect our proprietary
rights. All of our employees have executed confidentiality and assignment of
invention agreements. Prior to disclosing confidential information to third
parties, we generally require them to sign confidentiality or other agreements
restricting the use and disclosure of our confidential information.

     As of December 31, 2001, we had six patents issued by the U.S. Patent and
Trademark Office, two patents issued by the Canadian Intellectual Property
Office, two patent applications pending before the U.S. Patent and Trademark
Office, two patent applications pending before the Canadian Intellectual
Property Office and two pending patent applications under the Patent Cooperation
Treaty, all of which relate to the operation, features or performance of our Web
site. We pursue registration of our key trademarks and service marks in the
United States and, in some cases, internationally. However, effective trademark,
service mark, copyright and trade secret protection may not be available or
sought by us in every country in which our services are made available online.
Our patents, trademarks, or other intellectual property rights may be
successfully challenged by others or invalidated through administrative process
or litigation. Further, the validity, enforceability and scope of protection of
proprietary rights in Internet-related industries is uncertain and still
evolving.

     We license our proprietary rights, such as patents, trademarks, and
copyrighted material, to third parties. Despite our efforts to protect our
proprietary rights, third parties may infringe or misappropriate our rights or
diminish the quality or reputation associated with our brand, which could have a
long-term material adverse affect on our business, results of operations, or
financial condition.

     In addition, we license software, content and other intellectual property,
including trademarks, patents, and copyrighted material, from third parties. In
particular, we license residential and business listing data from infoUSA under
an agreement that expires in December 2002, and maps and driving directions data
and related software from Tele Atlas North America, Inc. under an agreement that
expires in November 2002. Further, the software code underlying Switchboard.com
contains software code which is licensed to us by third parties. If any of these
licenses are terminated or expire, it could have a material adverse effect on
our business, results of operations, or financial condition.



                                       10
<PAGE>

     We currently own a number of Internet domain names, including
Switchboard.com and MapsOnUs.com. Domain names generally are regulated by
Internet regulatory bodies. The relationship between regulations governing
domain names and laws protecting trademarks and similar proprietary rights is
unclear. Therefore, we could be unable to prevent third parties from acquiring
domain names that infringe or otherwise decrease the value of our trademarks and
other proprietary rights.

                                    Employees

     As of December 31, 2001, we had 80 full-time employees. None of our
employees are represented by a labor union. We believe our relations with our
employees are good.


ITEM 2. PROPERTIES

     Our principal administrative, sales and marketing, and research and
development facilities are located in Westboro, Massachusetts and consist of
approximately 25,500 square feet under a sublease that expires on December 31,
2002, with an aggregate annual base rent of approximately $518,000. We sublease
this space from ePresence.

     In addition, we lease sales offices in New York and Michigan.

ITEM 3. LEGAL PROCEEDINGS

     On November 21, 2001, a class action lawsuit was filed in the United States
District Court for the Southern District of New York naming as defendants
Switchboard, the managing underwriters of Switchboard's initial public offering,
Douglas J. Greenlaw, Dean Polnerow, and John P. Jewett. Mr. Greenlaw and Mr.
Polnerow are officers of Switchboard, and Mr. Jewett is a former officer of
Switchboard. The complaint is captioned Kristina Ly v. Switchboard Incorporated,
et al., 01-CV-10595. The complaint alleges that the registration statement and
final prospectus relating to Switchboard's initial public offering contained
material misrepresentations and/or omissions related, in part, to excessive and
undisclosed commissions allegedly received by the underwriters from investors to
whom the underwriters allegedly allocated shares of the initial public offering.
The complaint seeks an unspecified amount of damages. This class action lawsuit
is similar to over 300 others filed recently against companies that went public
between 1998 to 2000. Switchboard believes the claims against it and its
officers, former officers and directors are without merit and intends to defend
them vigorously.

     From time to time, we are involved in various legal proceedings incidental
to the conduct of our business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     We refer you to the information set forth in Item 4 of our Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 2001, as filed with the
Securities and Exchange Commission on November 14, 2001, for the information
called for by this Item 4.

                                       11
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT

     Our executive officers and their respective ages and positions with
Switchboard as of March 22, 2002 are as follows:

<TABLE>
<CAPTION>
Name                          Age      Position
-------------------           ---      -----------------------------------------
<S>                           <C>      <C>
Douglas J. Greenlaw           57       Chief Executive Officer and Director
Dean Polnerow                 46       President and Director
Robert P. Orlando             44       Vice President, Chief Financial Officer,
                                       Treasurer and Secretary
James M. Canon                50       Vice President, Business Development
Kevin P. Lawler               41       Vice President, Human Resources
</TABLE>

     Douglas J. Greenlaw has served as our Chief Executive Officer since October
1999 and as a director since January 2000. Prior to joining Switchboard, from
1997 to October 1999, Mr. Greenlaw served as an independent management
consultant. From 1994 to 1996, Mr. Greenlaw served as President and Chief
Operating Officer of Multimedia, Inc., a publisher of newspapers and operator of
television and radio stations.

     Dean Polnerow founded Switchboard and has served as our President since
March 1998 and as a director since September 1998. Prior to his appointment as
our President, from 1996 to March 1998, Mr. Polnerow served as our Vice
President, Product and Business Development. From 1983 to 1996, Mr. Polnerow
served in various capacities, including as Vice President, Advanced Development,
at Banyan Systems Incorporated, now ePresence.

     Robert P. Orlando has served as our Vice President, Chief Financial
Officer, Treasurer and Secretary since October 2001. Prior to joining
Switchboard, Mr. Orlando was the Chief Financial Officer and Treasurer of
Virtual Ink Corporation, a designer of hardware and software collaboration
tools, from 2000 to 2001. From 1991 through 2000, Mr. Orlando was the Chief
Financial Officer and Treasurer of Mathsoft, Inc., a provider of math,
engineering and scientific software solutions. Mr. Orlando also held financial
management positions with Bitstream, Inc., Unicco Service Company, Orion
Research, Inc. and Arthur Andersen LLP.

     James M. Canon has served as our Vice President, Business Development since
March 1998. Prior to his appointment as our Vice President, Business
Development, from 1997 to March 1998, Mr. Canon served in various capacities at
Switchboard, most recently as Director, Product Management. From 1991 to 1997,
Mr. Canon served in various capacities, including as Information Products
Architect at Banyan Systems Incorporated, now ePresence.

     Kevin P. Lawler has served as our Vice President, Human Resources since May
2000. Prior to joining Switchboard, from 1999 to May 2000, Mr. Lawler served in
various capacities, most recently as Director of Human Resources, at EMC
Corporation, an information storage systems provider. From 1998 to 1999, Mr.
Lawler served as Vice President, Human Resources for Scriptgen Pharmaceuticals
Incorporated, a pharmaceuticals company. From 1990 to 1998, Mr. Lawler served as
Vice President, Human Resources for Immulogic Pharmaceutical Corporation, a
pharmaceuticals company.

     Executive officers are elected annually and serve at the discretion of our
board of directors.



                                       12
<PAGE>

                                     PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

     Our common stock began trading on the Nasdaq National Market under the
symbol "SWBD" on March 2, 2000. Prior to that date there was no established
public trading market for our common stock. The following table sets forth the
range of high and low closing sale prices of our common stock for the periods
indicated, as quoted on the Nasdaq National Market.


<TABLE>
<CAPTION>
PERIOD                                                             HIGH          LOW
------                                                             ----          ---
FISCAL 2000
<S>                                                              <C>          <C>
First Quarter of Fiscal 2000 (Commencing on March 2, 2000)        $44.25       $20.50
Second Quarter of Fiscal 2000                                     $33.94        $6.69
Third Quarter of Fiscal 2000                                       $9.75        $5.59
Fourth Quarter of Fiscal 2000                                      $7.63        $2.88
FISCAL 2001
First Quarter of Fiscal 2001                                       $6.25        $2.94
Second Quarter of Fiscal 2001                                      $6.00        $2.63
Third Quarter of Fiscal 2001                                       $6.25        $2.72
Fourth Quarter of Fiscal 2001                                      $3.47        $2.27
FISCAL 2002
First Quarter of Fiscal 2002 (up to March 22, 2002)                $5.00        $3.02
</TABLE>

     As of March 22, 2002, there were 118 holders of record of our common stock.
This number does not include stockholders who hold their shares in "street name"
or through broker or nominee accounts.

     The closing per share sale price of our common stock on March 22, 2002 was
$5.00. For purposes of calculating the aggregate market value of the shares of
our common stock held by non-affiliates, as shown on the cover page of this
Annual Report, it has been assumed that all the outstanding shares were held by
non-affiliates, except for the outstanding shares known to us to be beneficially
held by our directors, executive officers, and each person or entity known to us
to own beneficially more than 5% of our outstanding shares of common stock.


                                       13
<PAGE>

However, this should not be deemed to be an admission that all these persons
are, in fact, affiliates of ours, or that there are not other persons who may be
deemed to be affiliates of ours.

     We have never paid cash dividends on our common stock. We intend to retain
our earnings for use in our business and, therefore, do not anticipate paying
any cash dividends on our common stock in the foreseeable future.

USE OF PROCEEDS OF INITIAL PUBLIC OFFERING

     On March 2, 2000, we made an initial public offering of up to 6,325,000
shares of common stock registered under a Registration Statement on Form S-1
(Registration No. 333-90013), which was declared effective by the Securities and
Exchange Commission on March 1, 2000.

     Our total net proceeds from the offering were approximately $86.3 million,
of which $74.8 million was received in March 2000 and $11.5 million was received
in April 2000. All payments of the offering proceeds were to persons other than
directors, officers, general partners of Switchboard or their associates,
persons owning 10% or more of any class of equity securities of Switchboard or
affiliates of Switchboard. Through December 31, 2001, we used approximately
$18.7 million of the proceeds from the offering for working capital purposes, of
which approximately $3.9 million was for the purchase of fixed assets. In
addition, on December 11, 2000 we paid $13.0 million of the proceeds to America
Online, Inc. pursuant to the terms of our directory and local advertising
platform services agreement entered into with America Online on that date. As of
March 29, 2002, we have invested the remaining net proceeds in interest-bearing,
investment-grade securities.

ITEM 6.   SELECTED CONSOLIDATED FINANCIAL DATA

     The selected consolidated financial data should be read together with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and related notes included
herein.

     The selected consolidated financial data set forth below as of December 31,
2001 and 2000 and for the years ended December 31, 2001, 2000 and 1999 are
derived from the audited consolidated financial statements of Switchboard
included herein. All other selected consolidated financial data set forth below
is derived from audited financial statements of Switchboard not included herein.
Switchboard's historical results are not necessarily indicative of its results
of operations to be expected in the future. As discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Restatement of Financial Statements" and our consolidated financial statements
and related notes, including, without limitation, Note C, included herein, the
Company has restated its previously audited consolidated statements for the
fiscal year ended December 31, 2001. The effects of these restatements are
reflected in the selected consolidated financial data set forth below.

                      Selected Consolidated Financial Data
                      (In thousands except per share data)

<TABLE>
<CAPTION>
                                                                     For the Years Ended December 31,
                                                       ----------------------------------------------------------
                                                       2001 (a)      2000          1999        1998        1997
                                                       --------    --------       -------     -------     -------
                                                      (restated)
  Statement of Operations
   <S>                                                 <C>         <C>            <C>         <C>         <C>
    Revenue                                            $ 13,326    $ 20,310       $ 8,304     $ 6,536     $   650
    Operating loss                                     $(69,975)   $(20,708)      $(8,656)    $(4,961)    $(5,333)
    Net loss attributable to common stockholders       $(66,754)   $(17,288)      $(9,744)    $(5,658)    $(5,637)

    Basic and diluted net loss per share                 $(2.83)     $(0.75)       $(0.89)     $(0.81)     $(0.81)

                                                                                December 31,
                                                       ----------------------------------------------------------
                                                       2001 (a)      2000          1999        1998        1997
                                                       --------    --------       -------     -------     -------
                                                      (restated)
  Balance Sheet Data
    Total assets                                        $65,835     $98,557       $12,195    $  3,565     $ 1,491
    Long term obligations                               $   518     $ 2,000       $     -    $  7,600     $ 2,984
    Redeemable convertible preferred stock              $     -     $     -       $16,320    $  3,658     $ 3,366
    Total stockholders' equity (deficit)                $56,667     $90,730       $(9,588)   $(11,419)    $(5,774)
</TABLE>

(a) Operating loss and net loss attributable to common stockholders in the
fiscal year ended December 31, 2001 includes a $22.2 million non-cash loss on
Viacom transaction and special charges of $17.3 million.

                                       14

<page>

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     You should read the following discussion together with the consolidated
statements and related notes appearing elsewhere herein. This Item contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 that
involve risks and uncertainties. Actual results may differ materially from those
included in such forward-looking statements. Factors which could cause actual
results to differ materially include those set forth under "Factors Affecting
Our Operating Results, Business Prospects and the Market Price of Our Stock", as
well as those otherwise discussed in this section and elsewhere herein. See
"Forward Looking Statements."

OVERVIEW

     Beginning in February 1996 when we commenced operations, we derived our
revenue principally from the sale of banner and site sponsorship advertising. We
now primarily derive revenue from our merchant network, which includes revenue
previously classified as merchant services and syndication and licensing.

     Merchant network revenue includes revenue from various licensing agreements
with our merchant network alliance partners. These agreements involve
engineering work to develop a Web-hosted platform for our alliance partners,
which looks and feels like the alliance partner's own Web site and includes our
searching functionality; a license fee based upon the size and complexity of the
platform we create for the alliance partner; and a per-merchant fee per month
based upon the number of merchants they promote in the platform. Merchant
network revenue also includes revenue from activities in which we run trademark
and display ads in the Switchboard.com yellow pages directory, build and host
Web sites for local merchants and send related direct electronic mail-based
promotions. During 2001, approximately 77% of our revenue was derived from our
local merchant network.

     We also generate revenue from the sale of national advertising and site
sponsorship revenue, which is derived from banner advertisements, sponsorships,
direct electronic mail-based promotions and other forms of national advertising
that are sold on either a fixed fee, cost per thousand impressions or cost per
action basis. During 2001, approximately 23% of our revenue was derived from the
sale of national advertising and site sponsorships.

     Our cost of revenue consists primarily of expenses paid to third parties
under data licensing and Web site creation and hosting agreements, as well as
other direct expenses incurred to maintain the operations of our Web site. These
direct expenses consist of data communications expenses related to Internet
connectivity charges, salaries and benefits for operations personnel, equipment
costs and related depreciation, costs of running our data centers, which include
rent and utilities, and a pro rata share of occupancy and information system
expenses. Cost of revenue as a percentage of revenue has varied in the past,
primarily as a result of fluctuations in our Web site traffic, resulting in
associated changes in variable costs and, to a lesser extent, the cost of
third-party content and technology, as well as the amount of revenue recognized
in the period.
                                       15
<PAGE>

     Our sales and marketing expense consists primarily of costs associated with
promotional advertising, third-party commission costs, advertising and creative
production expenses, employee salaries and benefits, public relations, market
research, provision for bad debts and a pro rata share of occupancy and
information system expenses. A significant portion of our Web site promotion
costs have resulted from non-cash advertising expenses attributable to
advertising provided to us by Viacom Inc. under an advertising and promotion
agreement with Viacom. In October 2001, we restructured our relationship with
Viacom, under which, among other things, we terminated our right to the
placement of advertising on Viacom's CBS properties with a net present value of
approximately $44.5 million in exchange for, primarily, the reconveyance by
Viacom to us of approximately 7.5 million shares of our capital stock and the
cancellation of warrants held by Viacom to purchase 533,469 shares of our common
stock. As a result of that restructuring, we anticipate sales and marketing
expenses to decrease in both absolute dollars and as a percentage of revenue in
future periods.

     Our research and development expense consists primarily of employee
salaries and benefits, fees for outside consultants, and related costs
associated with the development of new services and features on our Web site,
the enhancement of existing products, quality assurance, testing, documentation
and a portion of occupancy and information system expenses based on employee
headcount.

     Our general and administrative expense consists primarily of employee
salaries and benefits and other personnel-related costs for executive and
financial personnel, as well as legal expenses, directors and officers insurance
and accounting costs, and a portion of occupancy and information system expenses
based on employee headcount.

     Our amortization of goodwill intangibles and other assets consists
primarily of the amortization of the value of stock we issued and cash we paid


                                       16
<PAGE>

to America Online, Inc. ("AOL"), a subsidiary of AOL Time Warner Inc., in
December 2000. In addition, amortization of intangibles and other assets also
includes the amortization of goodwill resulting from our acquisition of Envenue,
Inc. in November 2000 and the amortization of other long-term assets.

     We have experienced substantial net losses since our inception. As of
December 31, 2001, we had an accumulated deficit of $104.8 million. These net
losses and accumulated deficit resulted from our lack of substantial revenue and
the significant costs incurred in the development of our Web site and the
establishment of our corporate infrastructure and organization. To date, we have
made no provision for income taxes.


RESTATEMENT OF FINANCIAL STATEMENTS

     Our previously issued financial statements for the year ended December 31,
2001, and quarterly results of operations for the quarters ended March 31, 2001,
June 30, 2001, September 30, 2001 and December 31, 2001 have been restated. The
restatements are described in detail below.

     In the first quarter of 2001, we sold banner advertising to a single
customer that resulted in $2.7 million of revenue recognized in 2001. While
seeking to collect payment in 2002, additional information about this customer
and its relationship with one of our vendors was evaluated by us and our
recently engaged independent auditors, Ernst and Young, LLP. This information
led us to conclude that it would have been more appropriate to record the 2001
banner advertising revenue as a reduction of expense. Accordingly, as part of
this restatement, we reduced 2001 annual revenue by $2.7 million, reduced 2001
annual sales and marketing expenses by $1.5 million and reduced the 2001 special
charges by $1.2 million. There was no effect on our net loss for the year ended
December 31, 2001 related to this issue.

     Contemporaneous with our decision to restate the 2001 financial statements
for the banner advertising arrangement, Arthur Andersen LLP, our independent
auditors for fiscal 2001, advised us that its Boston office had ceased
operations and would be unable to render a report on the restated 2001 financial
statements. Therefore, Ernst and Young commenced a re-audit of our 2001
financial statements in August 2002.

     As a result of the re-audit, it was determined that the previously reported
2001 financial statements should also be restated for the following items: a
reduction in operating expenses of $1.1 million; a reduction in 2001 annual
amortization expense related to our directory and local advertising platform
agreement entered into with AOL in December 2000 ("Directory Agreement") of $3.3
million; an impairment charge relating to the Directory Agreement of $11.7
million; and a reduction in the number of shares of common stock used for
computing earnings per share by 746,260 shares. In addition, we reclassified
$27.9 million and $10.4 million in marketable securities at December 31, 2001
and 2000, respectively, from long-term to short-term, to reflect all marketable
securities with less than one year to maturity as short-term.

     The reduction in operating expenses of $1.1 million related to the
elimination of excess accrued liabilities that were reflected in the previously
issued December 31, 2001 financial statements.

                                       17
<PAGE>

     The $3.3 million reduction in amortization expense resulted from a change
in the amortization rate used to amortize the Prepaid Directory Agreement as
presented on our balance sheet.

     The $11.7 million impairment charge related to the Directory Agreement was
determined pursuant to SFAS No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of." As a result of lower than
initially anticipated revenues earned by Switchboard under the Directory
Agreement during the first year of the term of the Directory Agreement, an
impairment review was performed on the net book value of the assets related to
the Directory Agreement, totaling $11,723,000 at December 31, 2001, as restated
for the $3.3 million reduction in amortization expense described above. Revised
revenue projections under the Directory Agreement were developed, and the
Company calculated estimated cash flows to be received over the term of the
Directory Agreement. We determined that the estimated future undiscounted cash
flows were below the $11,723,000 carrying value of the assets related to the
Directory Agreement at December 31, 2001. The fair value of the assets related
to the Directory Agreement was then determined by discounting the cash flows at
a rate of 20% which represented a rate commensurate with the risk involved. As a
result of this analysis, we determined that our assets related to the Directory
Agreement were fully impaired.

     The number of shares of common stock used in computing earnings per share
were reduced by 746,260 shares as these shares were restricted as to transfer as
of December 31, 2001 (See - "Significant Relationship").

     Because the above-described restatements reflect the timing of certain
revenues and expenses and non-cash transactions, our balance sheet was
correspondingly adjusted in various categories, including the asset related to
the Directory Agreement, other assets and accrued expenses. In addition, the
accumulated deficit at December 31, 2001 was increased by $7.3 million to
reflect the cumulative effect of these adjustments. Our capital resources were
not impacted by any of these restatements and reclassifications.

     The Securities Exchange Commission, ("SEC") has advised us that it will be
delivering to us a document request in connection with an investigation by the
SEC of the restatements of the Company's financial statements. We intend to
cooperate with the SEC regarding this investigation.

                                       18
<PAGE>

     Following is a summary of selected financial data affected by the
restatement of our financial statements for the fiscal year ended December 31,
2001:


                            SWITCHBOARD INCORPORATED
                 CHANGES IN SELECTED CONSOLIDATED FINANCIAL DATA
                           AS A RESULT OF RESTATEMENTS
                      (In thousands, except per share data)


STATEMENT OF OPERATIONS DATA:
<TABLE>
<CAPTION>
                                                                        Year Ended December 31, 2001
                                                        ------------------------------------------------------
                                                        As Previously  Reported    Adjustments        Restated
                                                        -----------------------    -----------       ----------
<S>                                                            <C>                   <C>             <C>
Revenue                                                        $ 16,026              $(2,700)        $ 13,326

Gross profit                                                   $ 12,508              $(2,700)        $  9,808

Operating expenses:
  Sales and marketing                                          $ 26,938              $(2,332)        $ 24,606
  General and administrative                                   $  4,331              $  (150)        $  4,181
  Amortization of goodwill intangibles and other assets        $  8,017              $(3,250)        $  4,767
  Special charges                                              $  6,951              $10,373         $ 17,324
     Total operating expenses                                  $ 75,142              $ 4,641         $ 79,783

Loss from operations                                           $(62,634)             $(7,341)        $(69,975)

Net loss attributable to common stockholders                   $(59,413)             $(7,341)        $(66,754)

Basic and diluted net loss per share attributable to             $(2.44)              $(0.39)          $(2.83)
  common stockholders

Shares used in computing basic and diluted                       24,336                 (746)          23,590
  net loss per share attributable to common
  stockholders
</TABLE>

     The following table presents net increases and (decreases) in our
previously reported balance sheets as of December 31, 2001 and 2000 as a result
of the aforementioned restatements and reclassifications:

 BALANCE SHEET DATA:

 As of December 31, 2001:
<TABLE>
<CAPTION>
                                                        As Previously  Reported    Adjustments(a)     Restated
                                                        -----------------------    -----------       ----------
<S>                                                             <C>                 <C>               <C>
Current assets                                                  $22,805             $ 20,842          $43,647
Non-current assets                                              $51,503             $(29,316)         $22,187
Total assets                                                    $74,308             $ (8,473)         $65,835
Accrued expenses                                                $ 4,385             $ (1,132)         $ 3,253
Stockholders' equity                                            $64,008             $ (7,341)         $56,667


 As of December 31, 2000:
                                                        As Previously  Reported    Adjustments(b)     Restated
                                                        -----------------------    -------------     ----------
Current assets                                                  $50,484             $ 10,380          $60,864
Non-current assets                                              $48,073             $(10,380)         $37,693
</TABLE>

(a) Includes the reclassification of $875,000 of restricted cash to long-term
assets.

(b) Results from the reclassification of $10,380,000 of marketable securities
from long-term to short-term to conform to the current method of presentation.


                                       19
<PAGE>

  SIGNIFICANT RELATIONSHIP

     In December 2000, we entered into the Directory Agreement, to develop a new
directory and local advertising platform and product set ("Directory Platform")
to be featured across specified AOL properties.

     We and AOL share specified directory advertisement revenues during the term
of the Directory Agreement. In general (i) we will receive a majority of the
first $35.0 million of such directory advertisement revenues and (ii) we will
receive a lesser share of any additional such directory advertisement revenues.
We paid AOL $13.0 million at the signing of the Directory Agreement, ("Prepaid
Directory Agreement"). The Directory Agreement calls for a second payment of
$13.0 million on or before March 11, 2002 subject to the incorporation of the
Directory Platform on the AOL.com, the AOL Service and Digital City properties
(the "AOL Roll-In"), which occurred on January 2, 2002.

     AOL has committed to pay at least $2.0 million to us in consulting or
service fees, of which we had delivered $1.9 million in services to AOL through
December 31, 2001.

     The Directory Agreement has an initial term of four years, which term is
subject to earlier termination upon the occurrence of specified events,
including, without limitation (a) after 24 months and again after 36 months if
specified revenue targets have not been achieved and neither party has made
additional payments to the other to prevent such termination, (b) if we are
acquired by one of certain third parties or (c) if AOL acquires one of certain
third parties and AOL pays to us a termination fee of $25.0 million.

     In connection with entering into the Directory Agreement, we issued to AOL
746,260 shares of our common stock ("AOL Stock Issuance"), which were restricted
from transfer until the AOL Roll-In, and agreed to issue to AOL 746,260 shares
of common stock if the Directory Agreement continues after two years and an
additional 746,260 shares of common stock if the Directory Agreement continues
after three years. If we and AOL renew the Directory Agreement for at least an
additional four years after the initial term, we agreed to issue to AOL a
warrant to purchase up to 721,385 shares of common stock at a per share purchase
price of $4.32. We granted AOL "piggy-back" registration rights and up to two
Form S-3 demand registration rights with respect to the foregoing shares of
common stock.

     As a result of lower than initially anticipated revenues earned by us from
the Directory Platform during the first year of this arrangement, an impairment
review was performed on the net book value of the AOL Stock Issuance and the
restated net Prepaid Directory Agreement, totaling $11,723,000 at December 31,
2001. Revised revenue projections for the Directory Platform were developed, and
we calculated estimated cash flows to be received over the term of the AOL
Agreement. We determined that the estimated future undiscounted cash flows were
below the carrying value of the AOL Stock Issuance and Prepaid Directory
Agreement at December 31, 2001. The fair value of the AOL Stock Issuance and
Prepaid Directory Agreement was then determined by discounting the cash flows at
a rate of 20% which represented a rate commensurate with the risk involved. As a
result, we recorded an impairment charge in December 2001 of $11,723,000. This
impairment charge was recorded as a component of special charges within our
statement of operations. During the years ended December 31, 2001 and 2000, we
recorded amortization expense of $4,047,566, as restated, and $411,959,
respectively, related to the Prepaid Directory Agreement and the AOL Stock
Issuance, as a component of amortization of goodwill, intangibles and other
assets.

     Revenue recognized from AOL was $4,074,129, or 30.6% of revenue, for 2001.
We anticipate that revenue from AOL will represent an even greater percentage of
our revenue in 2002 and will be a material component of our overall business.
Amounts due from AOL included in accounts receivable at December 31, 2001 and
2000 were $573,863 and $200,000, respectively, and unbilled receivables as of
December 31, 2001 were $618,357.

     Subsequently, in April 2002 and again in August 2002, we amended our
relationship with AOL. The net impact of these two amendments resulted in, among
other things, the elimination of the additional shares to be issued upon the
completion of years two and three; the elimination of the 24 and 36 month
revenue targets and additional potential continuation payments; the replacement
of the second $13.0 million payment to have been made by March 11, 2002 with a
payment of $2.0 million which was made in April 2002 and the amendment of the
percentage schedule by which we share in directory advertising revenue with AOL.

                                       20
<PAGE>


RESULTS OF OPERATIONS

     The following table presents certain consolidated statement of operations
information stated as a percentage of total revenues:

<TABLE>
<CAPTION>
                                                                                                         Change
                                                                                            ------------------------------
                                              2001            2000            1999          2000 to 2001      1999 to 2000
                                             -------         ------          ------         ------------      ------------
                                           (restated)                                         (restated)
Revenues:
<S>                                            <C>            <C>             <C>               <C>                <C>
  Merchant network                              77.0%          42.8%           54.9%             18.1%              90.6%
  National advertising                          23.0           57.2            45.1             (73.6)             210.3
                                             -------         ------          ------             -----           --------
    Total revenue                              100.0%         100.0%          100.0%            (34.4)%            144.6%
                                             =======         ======          ======             =====           ========

Cost of revenue                                 26.4%          17.2%           19.3%              0.8%             118.1%
                                             -------         ------          ------             -----           --------
    Gross profit                                73.6           82.8            80.7             (41.7)             150.9

Sales and marketing                            184.6          143.7           130.8             (15.7)             168.8
Research and development                        50.3           17.1            23.2              92.9               80.6
General and administrative                      31.4           16.3            20.6              26.6               92.9
Amortization of goodwill,
intangibles and other assets                    35.8            7.7            10.4             204.0               81.1
Loss on Viacom transaction                     166.6            0.0             0.0               n/a                n/a
Special charges                                130.0            0.0             0.0               n/a                n/a
                                             -------         ------          ------             -----           --------
    Total operating expenses                   598.7          184.8           185.0             112.6              144.3
                                             -------         ------          ------             -----           --------

    Operating loss                            (525.1)        (102.0)         (104.2)            237.9              139.2

    Other income (expense)                      24.2           18.2            (1.8)            (12.7)          (2,576.4)
                                             -------         ------          ------             -----           --------

    Net loss                                  (500.9)%        (83.8)%        (106.0)%           292.3%              93.3%
                                             =======        =======          ======             =====           ========
</TABLE>



   REVENUE

     Total revenue was $13.3 million, $20.3 million and $8.3 million in 2001,
2000 and 1999, respectively, representing a decrease of $7.0 million, or 34.4%,
from 2000 to 2001, and an increase of $12.0 million, or 144.6%, from 1999 to
2000. The decrease in revenue in 2001 consisted primarily of a decrease in
national advertising and site sponsorship revenue, offset in part by an increase
in merchant network revenue. The increase in revenue in 2000 when compared to
1999 consisted primarily of increases in national advertising revenue, merchant
services and licensing revenue.

     National advertising and site sponsorship revenue was $3.1 million, $11.6
million and $3.7 million in 2001, 2000 and 1999, respectively, representing a
decrease of $8.6 million, or 73.6%, from 2000 to 2001, and an increase of $7.9
million, or 210.3%, from 1999 to 2000. The decrease in national advertising and
site sponsorship revenue in 2001 resulted from a decrease in both the number of
advertisers on the site, as well as the per impression fee charged to those
customers. We attribute these decreases to a decline in demand for Internet
advertising services as well as the overall state of the U.S. economy. The
increase in national advertising and site sponsorship revenue in 2000 was
primarily due to increases in both utilization of, and traffic to, our Web site.

     Merchant network revenue was $10.3 million, $8.7 million and $4.6 million
in 2001, 2000 and 1999, respectively, representing increases of $1.6 million, or
18.1%, from 2000 to 2001, and $4.1 million, or 90.6%, from 1999 to 2000. The
increases in merchant services revenue in 2001 and 2000 were due primarily to
new licensing agreements with merchant network partners, increased membership in
our merchant network and revenue attributable to additional services offered to
existing local merchants.

     We expect that merchant network revenue will increase as a percentage of
total revenue in 2002, while revenue from national advertising and site
sponsorship will decline as a percentage of total revenue. Revenue from


                                       21
<PAGE>

concurrent transactions, in which we received promotion or marketing assets in
exchange for promotion on our Web site and inclusion in e-mail distributions to
our user base, was 6.6% and 27.4% of total revenue in 2001 and 2000,
respectively. There was no revenue generated from concurrent transactions in
1999. In the year ended December 31, 2001, one customer accounted for 30.6% of
revenue. In the year ended December 31, 2000, one customer accounted for 15.8%
of revenue. In the year ended December 31, 1999, one customer accounted for
22.7% of revenue.

   COST OF REVENUE

     Cost of revenue was $3.5 million, $3.5 million and $1.6 million in 2001,
2000 and 1999, respectively. Cost of revenue remained relatively flat in 2001,
when compared to 2000, and increased $1.9 million, or 118.1%, from 1999 to 2000.
In 2001, we incurred additional salaries and benefits and data communication
fees, offset by decreases in Web site creation and hosting fees in connection
with our merchant services programs and amortization of deferred project costs.
The increase in cost of revenue in 2000 was due primarily to increases in Web
site creation and hosting fees, amortization of deferred project costs, data
communication fees and data licensing fees.

  GROSS PROFIT

     Gross profit in 2001 was 73.6% of revenue, or $9.8 million, compared with
82.8%, or $16.8 million, in 2000 and 80.7%, or $6.7 million, in 1999. The
decrease in gross profit dollars and percentage in 2001 was primarily due to
relatively fixed costs of revenue being spread over decreased revenue. The
increase in gross profit dollars and percentage in 2000 was primarily due to
overall increases in revenue, offset in part by an increase in variable costs.

  SALES AND MARKETING

     Sales and marketing expenses were $24.6 million, $29.2 million and $10.9
million in 2001, 2000 and 1999, respectively, representing a decrease of $4.6
million, or 15.7%, from 2000 to 2001, and an increase of $18.3 million, or
168.8%, from 1999 to 2000. The decrease in 2001 was due primarily to a decrease
in merchant services program expenses and CBS advertising, offset in part by
increases in other advertising expenses, provision for doubtful accounts,
employee salaries and benefits and costs associated with additional leased
facilities. The increase in 2000 was primarily related to increases in CBS
advertising, merchant services program expenses, other advertising and employee
salaries and benefits.

  RESEARCH AND DEVELOPMENT

     Research and development expenses were $6.7 million, $3.5 million and $1.9
million in 2001, 2000 and 1999, respectively, representing increases of $3.2
million, or 92.3%, from 2000 to 2001, and $1.6 million, or 80.6%, from 1999 to
2000. The increases in both 2001 and 2000 were due primarily to increases in
salaries and benefits associated with new personnel resulting primarily from our
acquisition of Envenue, outside consulting expenses, depreciation and costs
associated with additional leased facilities, offset in part by the
capitalization of deferred project costs.

  GENERAL AND ADMINISTRATIVE

     General and administrative expenses were $4.2 million, $3.3 million and
$1.7 million in 2001, 2000 and 1999, respectively, representing an increase of
$878,000, or 26.6%, from 2000 to 2001, and an increase of $1.6 million, or
92.9%, from 1999 to 2000. The increase in 2001 was due primarily to increases in
professional services, insurance expenses, and salaries and benefits associated
with new personnel, offset in part by a decrease in franchise and excise taxes.
The increase in 2000 was due primarily to increases in salaries and benefits
associated with new personnel, franchise and excise taxes, costs associated with
additional leased facilities, professional services expenses and additional
travel expenses resulting from new personnel.



                                       22
<PAGE>

  AMORTIZATION OF GOODWILL, INTANGIBLES AND OTHER ASSETS

     Amortization of goodwill, intangibles and other assets was $4.8 million,
$1.6 million and $866,000 in 2001, 2000 and 1999, respectively, representing
increases of $3.2 million, or 204.0%, from 2000 to 2001, and $702,000, or 81.1%,
from 1999 to 2000. The increase in 2001 resulted primarily from amortization of
goodwill resulting from our purchase of Envenue in November 2000, as well as
amortization of the value of stock issued and cash paid to AOL related to the
AOL Directory Agreement we entered into in December 2000. The increase in 2000
was due primarily to the amortization of the value of stock issued and cash paid
to AOL and the amortization of software licenses.

  LOSS ON VIACOM TRANSACTION

     As a result of our October 2001 restructuring of our relationship with
Viacom, we reported a one-time, non-cash accounting loss of $22.2 million in
2001 related to the termination of our advertising and promotion agreement with
Viacom. We agreed to terminate our right to the placement of advertising on
Viacom's CBS properties with an expected net present value of approximately
$44.5 million in exchange for, primarily, the reconveyance by Viacom to us of
approximately 7.5 million shares of our common stock, the cancellation of
warrants held by Viacom to purchase 533,469 shares of our common stock and the
reconveyance to us of the one outstanding share of our series E special voting
preferred stock. The non-cash accounting loss of $22.2 million results from the
difference between the net present value of our remaining advertising rights
with Viacom, which were terminated, and the value of the shares of our common
and preferred stock that were reconveyed and the warrants that were cancelled.

  SPECIAL CHARGES

     In the three months ended December 31, 2001, we recorded net pre-tax
special charges of $17.3 million, comprised primarily of $15.6 million for the
impairment of certain assets, $1.0 million for costs related to facility
closures and $700,000 in severance costs related to the reduction of
approximately 21% of our workforce. The restructuring resulted in 21 employee
separations. The actions related to the restructuring were substantially
completed in 2001. We expect to spend approximately $1.3 million in 2002 related
to the restructuring.

     Included in the $15.6 million impairment charge is an impairment charge of
$11.7 million for the assets related to our Directory Agreement. As a result of
lower than initially anticipated revenues earned by Switchboard under the
Directory Agreement during the first year of the term of the Directory
Agreement, an impairment review was performed on the net book value of the
assets related to the Directory Agreement, totaling $11.7 million at December
31, 2001, as restated for the $3.3 million reduction in amortization expense.
Revised revenue projections under the Directory Agreement were developed, and
the Company calculated estimated cash flows to be received over the term of the
Directory Agreement. We determined that the estimated future undiscounted cash
flows were below the carrying value of $11.7 million of the assets related to
the Directory Agreement at December 31, 2001. The fair value of the assets
related to the Directory Agreement was then determined by discounting the cash
flows at a rate of 20% which represented a rate commensurate with the risk
involved. As a result, we recorded an impairment charge in December 2001 of
$11,723,000.

     In December 2001, we exercised our rights under the Envenue acquisition
agreement to substantially reduce the funding of Envenue. We evaluated the
carrying value of our goodwill in Envenue, and determined it would not be fully
recovered through estimated undiscounted future operating cash flows. As a
result during the three months ending December 31, 2001, we recorded as a
component of the $15.6 million impairment charge for certain assets an
impairment charge of $1.9 million related to the Envenue goodwill. The
impairment was measured as the amount by which the carrying amount of these
assets exceeded the present value of the estimated discounted future cash flows
attributable to these assets.

                                       23
<PAGE>

     Also included in the impairment charge for certain assets are amounts
related to prepaid advertising expenses. As a result of our change in overall
strategy from a destination site to a technology provider, we no longer consider
this prepaid advertising to be complementary to our corporate strategy.
Accordingly, we recorded $1.4 million for the impairment of these prepaid
advertising assets.

  OTHER INCOME (EXPENSE)

     Other income (expense) was $3.2 million, $3.7 million and $(149,000) in
2001, 2000 and 1999, respectively, representing a decrease of $469,000, or
12.7%, from 2000 to 2001, and an increase of $3.8 million from 1999 to 2000. The
decrease in 2001 was primarily due to a decrease in interest income due to lower
available funds for investment, offset in part by a decrease in unrealized
losses on an investment. The increase in 2000 was primarily due to the interest
income earned on the net proceeds from our initial public offering completed on
March 7, 2000.

  NET LOSS

     Our net loss increased to $66.8 million in 2001, from $17.0 million in 2000
and $8.8 million in 1999. As of December 31, 2001, our accumulated deficit
totaled $104.8 million.

LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 2001, we had total cash and marketable securities of
$60.0 million, consisting of $4.2 million of cash and cash equivalents, $874,000
of restricted cash, $36.6 million of short-term marketable securities and $18.3
million of long-term marketable securities. During 2001, cash decreased by $14.6
million, primarily due to net cash used for operating activities of $9.5 million
and cash used in investing activities of $6.2 million, offset in part by cash
provided by financing activities of $1.1 million.

     Net cash used for operating activities for 2001 was $9.5 million, primarily
due to a net loss of $66.8 million and an increase in other current assets of
$5.6 million, offset in part by a $22.2 million non-cash accounting loss on our
Viacom transaction, the non-cash portion of our special charges of $17.0
million, non-cash CBS advertising of $9.7 million, a decrease in other assets of
$5.9 million, a decrease in accounts receivable of $3.9 million and depreciation
and amortization of $2.6 million, as well as various other cash flows from
operating activities.

                                       24
<PAGE>

     Net cash used for investing activities for 2001 was $6.2 million. Investing
activities for the period were primarily related to net purchases of investments
of $2.4 million, purchases of property and equipment of $2.9 million and
$874,000 of restricted cash. In the second quarter of 2002, we anticipate making
a payment of $2.0 million to the former shareholders of Envenue Inc., under the
terms of the purchase agreement we entered into in November 2000.

     Net cash provided by financing activities for 2001 was $1.1 million,
primarily due to the proceeds from capital leases of $1.1 million related to a
computer equipment sale-leaseback agreement, offset in part by payments made on
notes payable of $226,000.

     In November 2000, we acquired Envenue, Inc., a wireless provider of
advanced product searching technologies designed to drive leads to traditional
retailers. The total purchase price includes consideration of $2.0 million in
cash to be paid on or before May 24, 2002. There is also an 18-month earn-out of
up to $2.0 million contingent on performance to be paid on or before July 8,
2002.

     In March 2001, we entered into a computer equipment sale-leaseback
agreement with Fleet Capital Corporation. Under the agreement, we will lease
$1.1 million of computer equipment over a three-year period ending on June 28,
2004. Upon the expiration of the lease, we have the option to purchase the
leased assets for one dollar. The agreement has an estimated effective annual
percentage rate of approximately 7.90%. Under the terms of the agreement, we are
required to maintain on deposit with Fleet National Bank a compensating balance,
restricted as to use. The compensating balance is adjusted on a quarterly basis
to an amount equal to the principal outstanding under the lease. As of December
31, 2001, we have recorded $874,000 as restricted cash. We anticipate total
payments under the lease in 2002 will be approximately $413,000.

     Since our inception, we have significantly increased our operating
expenses. We anticipate that our operating expenses and capital expenditures
will constitute a material use of our cash resources. We previously relied on
our non-cash CBS-related advertising, which is no longer available to us. We
expect that we may need to incur advertising expense in future periods, which
will require us to spend cash in order to continue to brand our name and
increase traffic to our Web site. In addition, we may utilize cash resources to
fund acquisitions or investments in businesses, technologies, products or
services that are strategic or complementary to our business. We believe that
the cash and marketable securities currently available will be sufficient to
meet our anticipated cash requirements to fund operations for at least the next
12 months.

                   CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     We have identified the policies below as critical to the understanding of
our results of operations. Note that our preparation of this report requires us
to make estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements, and the reported amounts of revenue and expenses during
the reporting period. On an ongoing basis, management evaluates its estimates
and judgments, including those related to revenue recognition, bad debts,
investments, intangible assets, compensation expenses, third-party commissions,
restructuring costs, contingencies and litigation. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. There can be no
assurance that actual results will not differ from those estimates.

     Critical accounting polices are those policies that are reflective of
significant judgments and uncertainties and potentially result in materially
different results under different assumptions and conditions. We believe our
most critical accounting policies are as follows:



                                       25
<PAGE>

  REVENUE RECOGNITION

     We generate our revenue primarily from our merchant network and banner and
site sponsorship advertising. Generally, revenue is recognized as services are
provided, so long as no significant obligations remain and collection of the
resulting receivable is probable. We believe that we are able to make reliable
judgments regarding the creditworthiness of our customers based upon historical
and current information available to us. There can be no assurances that our
payment experience with our customers will be consistent with past experience or
that the financial condition of these customers will not decline in future
periods, the result of which could be our failure to collect on invoiced
amounts. Some of these amounts could be material, resulting in an increase in
our provision for bad debts.

     We generate our revenue primarily from our merchant network and banner and
site sponsorship advertising. Generally, revenue is recognized as services are
provided, so long as no significant obligations remain and collection of the
resulting receivable is probable.

     Revenues earned under the merchant network consist of advertising and
platform services. Through our merchant network, we offer certain merchant
alliance partners the ability to sell Switchboard.com distribution to their
merchant advertisers. These efforts are reflected in our merchant network
advertising revenues. For these advertising services, the merchant network
alliance partners pay us a monthly fee based on the number of advertisements
placed into Switchboard.com. This monthly fee is recognized as revenue by us as
it is earned. Platform services relate to the our offerings to our merchant
network alliance partners, under which those alliance partners can enter into a
development and licensing arrangement with us whereby we create and/or modify a
private labeled web-hosted directory platform. Once the web-hosted directory
platform is operational, we also earn additional fees based on the number of
merchants promoted within the platform. Revenue received by us for such
development and licensing arrangements is deferred until such time the platform
is accepted by the customer. After acceptance by the customer, revenue from such
development and licensing agreements are recognized ratably over the life of the
agreement. Any additional engineering or other services fees earned through the
merchant promotions are recognized as earned due to their variable nature.

     Revenues earned under our banner and site sponsorships consist principally
of advertising revenue earned though our Switchboard.com web site. Specifically,
we offer both site-wide banner and category specific banner programs on the
Switchboard.com Web site.

     Deferred revenue is principally comprised of billings in excess of
recognized revenue relating to advertising agreements and licensing fees
received pursuant to advertising or services agreements in advance of revenue
recognition. Unbilled receivables are principally comprised of revenues earned
and recognized in advance of invoicing customers, resulting from contractually
defined billing schedules.

     In November 2001, the Emerging Issues Task Force concluded its discussions
on EITF Issue 01-9 "Accounting for Consideration Given by a Vendor to a Customer
(Including a Reseller of the Vendor's Products)". This guidance requires that an
entity account for consideration given to a customer as a reduction of revenue
unless it can demonstrate an identifiable benefit that can be sufficiently
separable from the sale of the products or services to the customer, and can
reasonably estimate the fair value of the benefit identified. The Company is
required to adopt EITF Issue 01-9 effective January 1, 2002. In accordance with
EITF 01-9, the Company will offset the amortization of consideration given to
AOL against revenue. Had the Company adopted EITF 01-9 in 2001, the Company's
revenues would have been reduced by approximately $4.1 million.

     Deferred revenue is principally comprised of billings in excess of
recognized revenue relating to advertising agreements and licensing fees
received pursuant to advertising or services agreements in advance of revenue
recognition. Unbilled receivables are principally comprised of revenues earned
and recognized in advance of invoicing customers, resulting from contractually
defined billing schedules.

  CONCURRENT TRANSACTIONS

     We had barter transactions totaling $836,000, or 6.3% of revenue, and
$1,630,000, or 8.0% of revenue, for the years ended December 31, 2001 and 2000,
respectively, in which we received promotion in exchange for promotion on our
Web site or through direct e-mail distributions. Revenue from advertising barter
has been valued based on similar cash transactions which occurred within six
months prior to the date of the barter transaction in accordance with Emerging
Issues Task Force Issue No. 99-17 "Accounting for Advertising Barter
Transactions". We also had other concurrent transactions totaling $42,000 and
$3,940,000, or 19.4% of revenue, for the years ended December 31, 2001 and 2000,
respectively, in which we received certain marketing assets in exchange for
promotion on our Web site or through direct e-mail distributions. Revenues from
other concurrent transactions are recorded at the fair value of the goods or
services provided or received, whichever is more readily determinable.
Accounting rules applicable to concurrent transactions continue to evolve. Any
further changes to these accounting rules could affect the valuation of any
future concurrent transactions.

                                       26
<PAGE>

  GOODWILL AND INTANGIBLES

     We recorded amounts in excess of assets acquired pursuant to its
acquisition of Envenue in November 2000 as goodwill. Pursuant to the AOL
Directory Agreement, we issued shares of our common stock to AOL. The value of
these shares of common stock have been recorded as an intangible asset, and have
been amortized on a straight-line basis over the life of the Directory
Agreement. As of December 31, 2001, we evaluated the net realizable value of all
our assets related to AOL and Envenue as a result of lower than anticipated
revenues in accordance with the Financial Accounting Standards Board ("FASB")
Statement of Financial Accounting Standards ("SFAS") No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
("SFAS 121") and determined that both our assets related to AOL and Envenue had
been impaired. As a result, we recorded a loss on impairment for both these
items as a component of its fourth quarter of 2001 special charges to earnings.

     If facts and circumstances were to indicate that our long-lived assets
might be impaired, the estimated future undiscounted cash flows associated with
the long-lived asset would be compared to its carrying amount to determine if a
write-down to fair value is necessary.

  RISKS, CONCENTRATIONS AND UNCERTAINTIES

     We invest our cash and cash equivalents primarily in deposits, money market
funds and investment grade securities with financial institutions. We have not
experienced any realized losses to date on our invested cash. A potential
exposure is a concentration of credit risk in trade accounts receivable. We
maintain reserves for credit losses and, to date, such losses have been within
our expectations. These expectations are based on historical experience,
analysis of information currently available to us with respect to our customer's
financial position, as well as various other factors. While we believe we can
make reliable estimates of these matters, it is possible that these estimates
may change in the near future. A change in estimates could result negatively
affect our results of operations.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations". SFAS 141 requires all business combinations initiated after June
30, 2001 to be accounted for using the purchase method. The Company does not
expect the adoption of this statement to have a material impact on its
operations.

     In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets". With the adoption of SFAS No. 142, goodwill is no longer subject to
amortization over its estimated useful life, but instead goodwill is subject to
at least an annual assessment for impairment by applying a fair-value-based
test. The Company does not anticipate that the adoption of the statement will
have a material impact on its operations and financial position.

     In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". This statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. It applies to legal
obligations associated with the retirement of long-lived assets that result from
the acquisition, construction, development and/or the normal operation of a
long-lived asset, except for certain obligations of lessees. This statement
amends FASB Statement No. 19 and is effective for financial statements issued
for fiscal years beginning after June 15, 2002. The Company is currently
evaluating the ultimate impact of this statement on its results of operations or
financial position until such time as its provisions are applied.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". This statement supersedes FASB
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of", and the accounting and reporting


                                       27
<PAGE>

provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions".
This statement requires that one accounting model be used for long-lived assets
to be disposed of by sale, whether previously held and used or newly acquired,
and it broadens the presentation of discontinued operations to include more
disposal transactions. The provisions of this statement are effective for
financial statements issued for fiscal years beginning after December 15, 2001,
and interim periods within those fiscal years, with early adoption permitted.
The Company is currently evaluating the ultimate impact of this statement on its
results of operations or financial position until such time as its provisions
are applied.

     In November 2001, the Emerging Issues Task Force concluded its discussions
on EITF Issue 01-9 "Accounting for Consideration Given by a Vendor to a Customer
(Including a Reseller of the Vendor's Products)". This guidance requires that an
entity account for consideration given to a customer as a reduction of revenue
unless it can demonstrate an identifiable benefit that can be sufficiently
separable from the sale of the products or services to the customer, and can
reasonably estimate the fair value of the benefit identified. The Company is
required to adopt EITF Issue 01-9 effective January 1, 2002. In accordance with
EITF 01-9, the Company will offset the amortization of consideration given by
the Company to AOL under the Directory Agreement against revenue. Had the
Company adopted EITF 01-9 in 2001, the Company's revenues would have been
reduced by approximately $4.1 million.


FACTORS AFFECTING OUR OPERATING RESULTS, BUSINESS PROSPECTS AND THE MARKET PRICE
OF OUR STOCK

     We caution you that the following important factors, among others, in the
future could cause our actual results to differ materially from those expressed
in forward-looking statements made by or on behalf of us in filings with the
Securities and Exchange Commission, press releases, communications with
investors and oral statements. Any or all of our forward-looking statements in
this report, and in any other public statements we make, may turn out to be
wrong. They can be affected by inaccurate assumptions we might make or by known
or unknown risks and uncertainties. Many factors mentioned in the discussion
below are important in determining future results. We undertake no obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise. You are advised, however, to consult
any further disclosures we make in our reports filed with the Securities and
Exchange Commission. See "Forward Looking Statements".

                          RISKS RELATED TO OUR BUSINESS

  WE HAVE A HISTORY OF INCURRING NET LOSSES, WE EXPECT OUR NET LOSSES TO
CONTINUE FOR THE NEXT SEVERAL QUARTERS AND WE MAY NEVER ACHIEVE PROFITABILITY

     We have incurred significant net losses in each fiscal quarter since our
inception. From inception to December 31, 2001, we have incurred net losses
totaling $104.8 million. While we currently expect that we will turn profitable
on a quarterly basis by the end of 2002, there can be no guarantees that we will
be successful in achieving this quarterly profitability. As a result, we will
need to generate significant additional revenue to fund our operations. It is
possible that we may never achieve profitability and, even if we do achieve
profitability, we may not sustain or increase profitability on a quarterly or
annual basis in the future. If we do not achieve sustained profitability, we
will be unable to continue our operations.

  IF THE DIRECTORY SERVICES AGREEMENT WE ENTERED INTO WITH AMERICA ONLINE, INC.
("AOL"), A SUBSIDIARY OF AOL TIME WARNER, INC., IS NOT SUCCESSFUL, IT COULD HAVE
A MATERIALLY NEGATIVE EFFECT ON OUR RESULTS OF OPERATIONS

     The directory services agreement we entered into with AOL may not generate
anticipated revenues or other benefits, or may be prematurely terminated by
breach or otherwise fail to be successful. Local merchants may not view the
alliance as an effective advertising vehicle for their products and services.
Even if the directory services agreement is not successful, AOL may not have to
return any of the consideration, including cash and stock, which we have paid to
AOL, and we may have continuing contractual and other financial obligations to
AOL under the agreement.

     We paid AOL $13.0 million at the signing of the directory agreement. The
directory agreement calls for a second payment of $13.0 million on or before
March 11, 2002. Because we are currently in discussions with AOL regarding the
timing of this payment, we have not yet made payment of this amount. AOL has not
asserted a breach of the agreement based upon this nonpayment. Any such
assertion would fall within the resolution and arbitration provisions of the
agreement. AOL is continuing to participate in discussions with us.

                                       28
<PAGE>

     In 2001, AOL represented a significant portion of our revenue. AOL
accounted for 30.6% of total revenue in 2001. We anticipate that AOL will
represent an even greater percentage of our revenue in 2002 and will be a
material component of our overall business. The loss of AOL or the failure of
our agreement with AOL to generate these anticipated revenues, would have a
material adverse effect on our results of operations and financial condition.

  OUR QUARTERLY RESULTS OF OPERATIONS ARE LIKELY TO FLUCTUATE AND, AS A RESULT,
WE MAY FAIL TO MEET THE EXPECTATIONS OF OUR INVESTORS AND SECURITIES ANALYSTS,
WHICH MAY CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE

     Our quarterly revenue and results of operations are volatile and are
particularly difficult to predict. Our quarterly results of operations have
fluctuated significantly in the past and are likely to fluctuate significantly
from quarter to quarter in the future. We do not believe that period-to-period
comparisons of our results of operations are necessarily meaningful and you
should not rely upon these comparisons as indicators of our future performance.

     Factors that may cause our results of operations to fluctuate include:

     *   the addition or loss of relationships with third parties that are our
         source of new merchants or that license our services for use on their
         own Web sites;
     *   the amount and timing of expenditures for expansion of our operations,
         including the hiring of new employees, capital expenditures and related
         costs;
     *   technical difficulties or failures affecting our systems or the
         Internet in general;
     *   the cost of acquiring, and the availability of, content, including
         directory information and maps; and
     *   the fact that our expenses are only partially based on our expectations
         regarding future revenue and are largely fixed in nature, particularly
         in the short term.

     As a result of these factors, results in any future quarter may be below
the expectations of securities analysts or investors. If so, the market price of
our common stock may decline significantly.

  WE DEPEND ON ALLIANCE PARTNERSHIPS WITH THIRD PARTIES TO GROW OUR BUSINESS AND
OUR BUSINESS MAY NOT GROW IF THE ALLIANCE PARTNERSHIPS UPON WHICH WE DEPEND FAIL
TO PRODUCE THE EXPECTED BENEFITS OR ARE TERMINATED

     Our business depends upon our ability to maintain and benefit from our
existing alliance partnerships and to establish additional alliance
partnerships. For our business to be successful, we must expand our merchant
network and generate significant revenue from that initiative. The success of
our merchant network depends in substantial part upon our ability to access a
broad base of local merchants. The merchant base is highly fragmented. Local
merchants are difficult to contact efficiently and cost-effectively.
Consequently, we depend on relationships with merchant network partners to
provide us with local merchant contacts and to provide billing and other
administrative services relating to our merchant services. The termination of
any strategic relationship with a channel partner would significantly impair our
ability to attract potential local merchant customers and deliver our merchant
services to our current customers. Furthermore, we cannot be certain that we
will be able to develop or maintain relationships with new channel partners on
terms acceptable to us or at all.

     In addition to our relationship with AOL and our existing relationships
with merchant aggregators, we have entered into relationships with merchant
network partners and third-party content providers. These parties may not
perform their contractual obligations to us and, if they do not, we may not be
able to require them to do so. Some of our strategic relationships may be
terminated by either party on short notice.

                                       29
<PAGE>

     Our strategic relationships are in early stages of development. These
relationships may not provide us benefits that outweigh the costs of the
relationships. If any strategic partner demands a greater portion of revenue or
requires us to make payments for access to its Web site, we may need to
terminate or refuse to renew that relationship, even if it had been previously
profitable or otherwise beneficial. In addition, if we lose a significant
strategic partner, we may be unable to replace that relationship with other
strategic relationships with comparable revenue potential, content or user
demographics.

  OUR LIMITED OPERATING HISTORY AS A STAND-ALONE COMPANY MAKES IT DIFFICULT TO
EVALUATE OUR BUSINESS AND OUR ABILITY TO ADDRESS THE RISKS AND UNCERTAINTIES
THAT WE FACE

     We have only a limited operating history on which you can evaluate our
business and prospects. Since commencing operations in 1996 and prior to our
initial public offering in 2000, we had been a subsidiary of ePresence, formerly
known as Banyan Worldwide. As of the October 2001 restructuring of our
relationship with Viacom, we are again a majority-owned subsidiary of ePresence;
however, we do not anticipate that the change in ePresence's ownership interest
in us will lead ePresence to increase its support, financial or otherwise, of
us. Consequently, we have a limited operating history as a stand-alone company
and limited experience in addressing various business challenges without the
support of a corporate parent. We may not successfully address the risks and
uncertainties which confront stand-alone companies, particularly companies in
new and rapidly evolving markets such as ours.

  IF WE CANNOT DEMONSTRATE THE VALUE OF OUR MERCHANT SERVICES, LOCAL MERCHANT
CUSTOMERS MAY STOP USING OUR SERVICES, WHICH COULD REDUCE OUR REVENUE

     We may be unable to demonstrate to our local merchant customers the value
of our merchant services. If local merchants cancel our various services, which
are generally provided on a month-to-month basis, our revenue could decline and
we may need to incur additional expenditures to obtain new local merchant
customers. We do not presently provide our local merchant customers with data
demonstrating the number of leads generated by our merchant services. Regardless
of whether our merchant services effectively produce leads, our local merchant
customers may not know the source of the leads and may cancel our merchant
services.

  THE ATTRACTIVENESS OF OUR SERVICES WOULD DIMINISH IF WE ARE NOT ABLE TO
LICENSE ACCURATE DATABASE INFORMATION FROM THIRD-PARTY CONTENT PROVIDERS

     We principally rely upon single third-party sources to provide us with our
business and residential listings data, e-mail data, and mapping data. The loss
of any one of these sources or the inability of any of these sources to collect
their data could significantly and adversely affect our ability to provide
information to consumers. Although other sources of database information exist,
we may not be able to integrate data from these sources into our database
systems in a timely, cost-effective manner, or without an inordinate disruption
of internal engineering resources. Other sources of data may not be offered on
terms acceptable to us. Moreover, the rapid consolidation being experienced by
Internet-related businesses could reduce the number of content providers with
which we could form relationships.

     We typically license information under arrangements that require us to pay
royalties or other fees for the use of the content. In the future, some of our
content providers may demand a greater portion of advertising revenue or
increase the fees that they charge us for their content. If we fail to enter
into and maintain satisfactory arrangements with existing or substitute content
providers, we may be unable to continue to provide our services.

                                       30
<PAGE>

     The success of our business depends on the quality of our services and the
quality is substantially dependent on the accuracy of data we license from third
parties. Any failure to maintain accurate data could impair the reputation of
our brand and our services, reduce the volume of users attracted to our Web
site, and diminish the attractiveness of our service offerings to our strategic
partners, advertisers and content providers.

  ePRESENCE'S MAJORITY OWNERSHIP INTEREST IN US WILL PERMIT ePRESENCE TO CONTROL
MATTERS SUBMITTED FOR APPROVAL OF OUR STOCKHOLDERS, WHICH COULD DELAY OR PREVENT
A CHANGE IN CONTROL OR DEPRESS OUR STOCK PRICE

     As of December 31, 2001, ePresence beneficially owned approximately 54% of
our common stock. Based upon this majority interest in us, ePresence is
generally able to control all matters submitted to our stockholders for approval
and our management and affairs, including the election and removal of directors
and any merger, consolidation or sale of all or substantially all of our assets.
Presently, three of the six members of our Board of Directors are officers or
directors of ePresence. ePresence's control over us could have the effect of
delaying or preventing a change of control of Switchboard that other
stockholders may believe would result in a more optimal return on investment. In
addition, this control could depress our stock price because purchasers will not
be able to acquire a controlling interest in us.

     ePresence may elect to sell all or a substantial portion of its capital
stock to one or more third parties, in which case a third party with whom we
have no prior relationship could exercise the same degree of control over us as
ePresence presently does.

  OUR RELIANCE UPON ADVERTISING REVENUE EXPOSES US TO COMPETITIVE PRICING
PRESSURES

     We previously derived a majority of our revenue from the sale of banner and
site sponsorship advertisements. Although we are less reliant on this banner and
site sponsorship revenue, as a percentage of revenue, it is still an important
component of our total revenue. We typically sell advertisements under
agreements with terms of less than six months. These short-term agreements
expose us to competitive pricing pressures and potentially severe fluctuations
in our results of operations. As the Internet advertising market evolves,
advertisers are becoming increasingly demanding in terms of their expectations
for results and returns from their advertising expenditures. These increasing
demands exacerbate the other competitive pressures we experience.

     Additionally, if we are unable to remain an attractive medium for
advertising, our revenue will substantially decline. Our ability to remain an
attractive medium for advertising will depend upon a number of factors,
including the acceptance of our services by a large number of users who have
demographic characteristics that are attractive to advertisers.

  WE RELY ON A SMALL NUMBER OF CUSTOMERS, THE LOSS OF WHOM MAY SUBSTANTIALLY
REDUCE OUR REVENUE

     We derive a substantial portion of our revenue from a small number
customers. During 2001, revenue derived from our top ten customers accounted for
approximately 63.4% of our total revenue. Additionally, revenue derived from one
customer accounted for 30.6% of our total revenue in 2001. Consequently, our
revenue may substantially decline if we lose any of these customers. We
anticipate that our future results of operations will continue to depend to a
significant extent upon revenue from a small number of customers. In addition,
we anticipate that the identity of those customers will change over time.

                                       31
<PAGE>

  IF WE DO NOT INTRODUCE NEW OR ENHANCED OFFERINGS TO OUR MERCHANT NETWORK
ALLIANCE PARTNERS, WE MAY BE UNABLE TO ATTRACT AND RETAIN THOSE MERCHANT NETWORK
ALLIANCE PARTNERS, WHICH WOULD SIGNIFICANTLY IMPEDE OUR ABILITY TO GENERATE
REVENUE

     We need to introduce new or enhanced services to attract and retain
merchant network alliance partners, and remain competitive. Our industry has
been characterized by rapid technological change, changes in user and customer
requirements and preferences and frequent new product and service introductions
embodying new technologies. These changes could render our technology, systems
and Web site obsolete. If we do not periodically enhance our existing services,
develop new services and technologies that address sophisticated and varied
consumer needs, respond to technological advances and emerging industry
standards and practices on a timely and cost-effective basis and address
evolving customer preferences, our services may not be attractive to merchant
network alliance partners, which would significantly impede our revenue growth.
Any new product or service introduction, such as the expected Switchboard Matrix
system with enhanced search capabilities, that is not favorably received could
damage our reputation and our brand. We may also experience difficulties that
could delay or prevent us from introducing new services.

  WE HAVE LIMITED EXPERIENCE ACQUIRING COMPANIES, AND ANY ACQUISITIONS WE
UNDERTAKE COULD LIMIT OUR ABILITY TO MANAGE AND MAINTAIN OUR BUSINESS, RESULT IN
ADVERSE ACCOUNTING TREATMENT AND BE DIFFICULT TO INTEGRATE INTO OUR BUSINESS

     We have limited experience in acquiring businesses and have very limited
experience in acquiring complementary technologies. In May 1998, we acquired
MapsOnUs, and in November 2000, we acquired Envenue. In the future we may
undertake additional acquisitions. Acquisitions, in general, involve numerous
risks, including:

     *   diversion of our management's attention;
     *   future impairment of substantial goodwill, adversely affecting our
         reported results of operations;
     *   inability to retain the management, key personnel and other employees
         of the acquired business;
     *   inability to assimilate the operations, product, technologies and
         information systems of the acquired business with our business; and
     *   inability to retain the acquired company's customers, affiliates,
         content providers and advertisers.

  OUR BUSINESS MAY SUFFER IF WE LOSE THE SERVICES OF OUR CHIEF EXECUTIVE OFFICER
OR FOUNDER

     Our future success depends to a significant extent on the continued
services and effective working relationships of our senior management and other
key personnel, including Douglas Greenlaw, our Chief Executive Officer, and Dean
Polnerow, our founder and President. Our business may suffer if we lose the
services of Mr. Greenlaw, Mr. Polnerow or other key personnel.

  IF WE ARE NOT ABLE TO ATTRACT AND RETAIN HIGHLY SKILLED MANAGERIAL AND
TECHNICAL PERSONNEL WITH INTERNET EXPERIENCE, WE MAY NOT BE ABLE TO IMPLEMENT
SUCCESSFULLY OUR BUSINESS MODEL

     We believe that our management must be able to act decisively to apply and
adapt our business model in the rapidly changing Internet markets in which we
compete. In addition, we rely upon our technical employees to develop and
maintain much of the technology used to provide our services. Consequently, we
believe that our success depends largely on our ability to attract and retain
highly skilled managerial and technical personnel. We may not be able to hire or
retain the necessary personnel to implement our business strategy. In addition,
we may need to pay higher compensation for employees than we currently expect.

                                       32
<PAGE>

  THE MARKETS FOR INTERNET CONTENT, SERVICES AND ADVERTISING ARE HIGHLY
COMPETITIVE, AND OUR FAILURE TO COMPETE SUCCESSFULLY WILL LIMIT OUR ABILITY TO
INCREASE OR RETAIN OUR MARKET SHARE

     Our failure to maintain and enhance our competitive position would limit
our ability to increase or maintain our market share, which would seriously harm
our business. We compete in the markets for Internet content, services and
advertising. These markets are new, rapidly evolving and highly competitive. We
expect this competition to intensify in the future. We compete, or expect to
compete, with many providers of Internet content, information services and
products, as well as with traditional media, for audience attention and
advertising and sponsorship revenue. We license much of our database content
under non-exclusive agreements with third-party providers which are in the
business of licensing their content to many businesses, including our current
and potential competitors. Many of our competitors are substantially larger than
we are and have substantially greater financial, infrastructure and personnel
resources than we have. In addition, many of our competitors have
well-established, large, and experienced sales and marketing capabilities and
greater name recognition than we have. As a result, our competitors may be in a
stronger position to respond quickly to new or emerging technologies and changes
in customer requirements. They may also develop and promote their services more
effectively than we do. Moreover, barriers to entry are not significant, and
current and new competitors may be able to launch new Web sites at a relatively
low cost. We therefore expect additional competitors to enter these markets.

     Many of our current customers have established relationships with our
current and potential competitors. If our competitors develop content that is
superior to ours or that achieves greater market acceptance than ours, we may
not be able to develop alternative content in a timely, cost-effective manner,
or at all, and we may lose market share.

  WE MAY NOT BE ABLE TO DEDICATE THE SUBSTANTIAL RESOURCES REQUIRED TO EXPAND,
MONITOR AND MAINTAIN OUR INTERNALLY DEVELOPED SYSTEMS WITHOUT CONTRACTING WITH
AN OUTSIDE SUPPLIER AT SUBSTANTIAL EXPENSE

     We will have to expand and upgrade our technology, transaction-processing
systems and network infrastructure if the volume of traffic on our Web site or
our merchant network partners' Web sites increases substantially. We could
experience temporary capacity constraints that may cause unanticipated system
disruptions, slower response times and lower levels of customer service. We may
not be able to project accurately the rate or timing of increases, if any, in
the use of our services or expand and upgrade our systems and infrastructure to
accommodate these increases in a timely manner. Our inability to upgrade and
expand as required could impair the reputation of our brand and our services,
reduce the volume of users able to access our Web site, and diminish the
attractiveness of our service offerings to our strategic partners, advertisers
and content providers. Because we developed these systems internally, we must
either dedicate substantial internal resources to monitor, maintain and upgrade
these systems or contract with an outside supplier for these services at
substantial expense.

  OUR INTERNALLY DEVELOPED SOFTWARE MAY CONTAIN UNDETECTED ERRORS, WHICH COULD
LIMIT OUR ABILITY TO PROVIDE OUR SERVICES AND DIMINISH THE ATTRACTIVENESS OF OUR
SERVICE OFFERINGS

     We use internally developed, custom software to provide our services. This
software may contain undetected errors, defects or bugs. Although we have not
suffered significant harm from any errors or defects to date, we may discover
significant errors or defects in the future that we may not be able to fix. Our
inability to fix any of those errors could limit our ability to provide our
services, impair the reputation of our brand and our services, reduce the volume
of users who visit our Web site and diminish the attractiveness of our service
offerings to our strategic partners, advertisers and content providers.

                                       33
<PAGE>

  IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, OUR
TECHNOLOGY AND INFORMATION MAY BE USED BY OTHERS TO COMPETE AGAINST US

     We depend upon our internally developed and other proprietary technology.
If we do not effectively protect our proprietary technology, others may become
able to use it to compete against us. To protect our proprietary rights, we rely
on a combination of copyright and trademark laws, patents, trade secrets,
confidentiality agreements with employees and third parties and protective
contractual provisions. Despite our efforts to protect our proprietary rights,
unauthorized parties may misappropriate our proprietary technology or obtain and
use information that we regard as proprietary. We may not be able to detect
these or any other unauthorized uses of our intellectual property or take
appropriate steps to enforce our proprietary rights. In addition, others could
independently develop substantially equivalent intellectual property.

  IF OUR SERVICES INFRINGE ON INTELLECTUAL PROPERTY RIGHTS OF OTHERS, WE MAY BE
REQUIRED TO EXPEND SUBSTANTIAL RESOURCES TO REENGINEER OUR SERVICES AND TO INCUR
SUBSTANTIAL COSTS AND DAMAGES RELATED TO INFRINGEMENT CLAIMS

     We are subject to the risk of claims alleging infringement of third-party
proprietary rights. If we are subject to claims of infringement of, or are
infringing on, the rights of third parties, we may not be able to obtain
licenses to use those rights on commercially reasonable terms. In that event, we
may need to undertake substantial reengineering to continue our service
offerings. Any effort to undertake such reengineering might not be successful.
In addition, any claim of infringement could cause us to incur substantial costs
defending against the claim, even if the claim is invalid, and could distract
our management. Furthermore, a party making such a claim could secure a judgment
that requires us to pay substantial damages. A judgment could also include an
injunction or other court order that could prevent us from providing our
services.

  WE MAY EXPERIENCE DIFFICULTY ESTABLISHING THE SWITCHBOARD BRAND WITHOUT THE
ABILITY TO USE VIACOM'S CBS TRADEMARKS

     We have used CBS trademarks in association with our own trademarks in our
brand-building efforts since June 1999. Our use of those CBS trademarks may have
been a significant contributing factor in establishing our brand. Our license to
use the CBS trademarks terminated on January 26, 2002. Our efforts to maintain
and further develop our brand may not be as effective since our trademarks are
no longer associated with the CBS trademarks. Any harm to these efforts could
have a material adverse effect on our business.

  TERMINATION OF OUR AGREEMENTS WITH VIACOM MAY NEGATIVELY AFFECT OUR
ADVERTISING INITIATIVES

     Upon the termination of the advertising and promotion agreement pursuant to
the terms of our restructuring agreement with Viacom, our advertising rights
under our former advertising and promotion agreement with Viacom have
terminated, including our right to order from Viacom advertising and promotion
through June 2006 with an estimated net present value of $44.5 million.
Therefore, we will no longer benefit from the large advertising resources
previously available to us from Viacom at no cash cost, and will have to expend
other resources to obtain advertising. We have limited experience in obtaining
advertising outside the scope of our advertising and promotion agreement with
Viacom. Advertising from third parties may be more costly, difficult to obtain
or less effective than we anticipate.

                                       34
<PAGE>

                          RISKS RELATED TO THE INTERNET

  IF THE ACCEPTANCE AND EFFECTIVENESS OF INTERNET ADVERTISING DOES NOT BECOME
FULLY ESTABLISHED, THE GROWTH OF OUR BANNER AND SITE SPONSORSHIP ADVERTISING
REVENUE WILL SUFFER

     Even though we anticipate that revenue from banner and site sponsorship
advertisements will decline as a percentage of our future revenue, our future
success still depends, in part, on an increase in the use of the Internet as an
advertising medium. We generated 23.0%, 57.2% and 45.1% of our revenue from the
sale of banner and site sponsorship advertisements during the years ended
December 31, 2001, 2000 and 1999, respectively. The Internet advertising market
is new and rapidly evolving, and cannot yet be compared with traditional
advertising media to gauge its effectiveness. As a result, demand for and market
acceptance of Internet advertising is uncertain. Many of our current and
potential local merchant customers have little or no experience with Internet
advertising and have allocated only a limited portion of their advertising and
marketing budgets to Internet activities. The adoption of Internet advertising,
particularly by entities that have historically relied upon traditional methods
of advertising and marketing, requires the acceptance of a new way of
advertising and marketing.

     These customers may find Internet advertising to be less effective for
meeting their business needs than traditional methods of advertising and
marketing. In addition, there are some software programs that limit or prevent
advertising from being delivered to a user's computer. Widespread adoption of
this software could significantly undermine the commercial viability of Internet
advertising. If the market for Internet advertising fails to develop or develops
more slowly than we expect, our advertising revenue will suffer.

     There are currently no generally accepted standards for the measurement of
the effectiveness of Internet advertising. Standard measurements may need to be
developed to support and promote Internet advertising as a significant
advertising medium. Our advertising customers may challenge or refuse to accept
either our or third-party measurements of advertisement delivery.

  IF WE ARE SUED FOR CONTENT DISTRIBUTED THROUGH, OR LINKED TO BY, OUR WEB SITE,
WE MAY BE REQUIRED TO SPEND SUBSTANTIAL RESOURCES TO DEFEND OURSELVES AND COULD
BE REQUIRED TO PAY MONETARY DAMAGES

     We aggregate and distribute third party data over the Internet. In
addition, third-party Web sites are accessible through our Web site. As a
result, we could be subject to legal claims for defamation, negligence,
intellectual property infringement and product or service liability. Other
claims may be based on errors or false or misleading information provided on our
Web site. Other claims may be based on links to sexually explicit Web sites and
sexually explicit advertisements. We may need to expend substantial resources to
investigate and defend these claims, regardless of whether we successfully
defend against them. While we carry general business insurance, the amount of
coverage we maintain may not be adequate. In addition, implementing measures to
reduce our exposure to this liability may require us to spend substantial
resources and limit the attractiveness of our content to users.

  WE MAY NEED TO EXPEND SIGNIFICANT RESOURCES TO PROTECT AGAINST ONLINE SECURITY
RISKS THAT COULD RESULT IN MISAPPROPRIATION OF OUR PROPRIETARY INFORMATION OR
CAUSE INTERRUPTION IN OUR OPERATIONS

     Our networks may be vulnerable to unauthorized access, computer viruses and
other disruptive problems. Someone who is able to circumvent security measures
could misappropriate our proprietary information or cause interruptions in our
operations. Internet and online service providers have experienced, and may in
the future experience, interruptions in service as a result of the accidental or
intentional actions of Internet users, current and former employees or others.
We may need to expend significant resources protecting against the threat of
security breaches or alleviating problems caused by breaches. Eliminating
computer viruses and alleviating other security problems may require
interruptions, delays or cessation of service.

                                       35
<PAGE>

  WE MAY BE SUED FOR DISCLOSING TO THIRD PARTIES PERSONAL IDENTIFYING
INFORMATION WITHOUT CONSENT

     Individuals whose names, addresses and telephone numbers appear in our
yellow pages and white pages directories have occasionally contacted us because
their phone numbers and addresses were unlisted with the telephone company.
While we have not received any formal legal claims from these individuals, we
may receive claims in the future for which we may be liable. In addition, if we
begin disclosing to third parties personal identifying information about our
users without consent or in violation of our privacy policy, we may face
potential liability for invasion of privacy.

  WE MAY BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION AND LEGAL
UNCERTAINTIES, WHICH COULD LIMIT OUR GROWTH

     Laws and regulations directly applicable to Internet communications,
commerce and advertising are becoming more prevalent. Laws and regulations may
be adopted covering issues such as user privacy, pricing, content, taxation and
quality of products and services. Any new legislation could hinder the growth in
use of the Internet and other online services generally and decrease the
acceptance of the Internet and other online services as media of communications,
commerce and advertising. Various U.S. and foreign governments might attempt to
regulate our transmissions or levy sales or other taxes relating to our
activities. The laws governing the Internet remain largely unsettled, even in
areas where legislation has been enacted. It may take years to determine whether
and how existing laws such as those governing intellectual property, privacy,
libel and taxation apply to the Internet and Internet advertising and directory
services. In addition, the growth and development of the market for electronic
commerce may prompt calls for more stringent consumer protection laws, both in
the United States and abroad, that may impose additional burdens on companies
conducting business over the Internet.

  IF WE CANNOT PROTECT OUR DOMAIN NAMES, OUR ABILITY TO SUCCESSFULLY BRAND
SWITCHBOARD WILL BE IMPAIRED

     We currently hold various Web domain names, including Switchboard.com and
MapsOnUs.com. The acquisition and maintenance of domain names generally is
regulated by Internet regulatory bodies. The regulation of domain names in the
United States and in foreign countries is subject to change. Governing bodies
may establish additional top-level domains, appoint additional domain name
registrars or modify the requirements for holding domain names. As a result, we
may be unable to acquire or maintain relevant domain names in all countries in
which we conduct business. This problem may be exacerbated by the length of time
required to expand into any other country and the corresponding opportunity for
others to acquire rights in relevant domain names. Furthermore, it is unclear
whether laws protecting trademarks and similar proprietary rights will be
extended to protect domain names. Therefore, we may be unable to prevent third
parties from acquiring domain names that are similar to, infringe upon or
otherwise decrease the value of our trademarks and other proprietary rights. We
may not be able to successfully carry out our business strategy of establishing
a strong brand for Switchboard if we cannot prevent others from using similar
domain names or trademarks.

                                       36
<PAGE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to financial market risks, including changes in interest
rates. We typically do not attempt to reduce or eliminate our market exposures
on our investment securities because the majority of our investments are
short-term. We do not have any derivative instruments.

     The fair value of our investment portfolio or related income would not be
significantly impacted by either a 100 basis point increase or decrease in
interest rates due mainly to the short-term nature of our investment portfolio.

     All the potential changes noted above are based on sensitivity analysis
performed on our balances as of December 31, 2001.

                                       37
<PAGE>


ITEM 8.   CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   Index to Consolidated Financial Statements

<TABLE>

<S>                                                                                   <C>
Report of Ernst & Young LLP, Independent Auditors..................................... 39

Report of PricewaterhouseCoopers LLP, Independent Accountants......................... 40

Consolidated Balance Sheets as of December 31, 2001 and 2000.......................... 41

Consolidated Statements of Operations for each of the years in the three-year
period ended December 31, 2001, 2000 and 1999......................................... 42

Consolidated Statements of Stockholders' Equity (Deficit) for each of the years
in the three-year period ended December 31, 2001, 2000 and 1999....................... 43

Consolidated Statements of Cash Flows for each of the years in the three-year
period ended December 31, 2001, 2000 and 1999......................................... 45

Notes to Consolidated Financial Statements............................................ 46
</TABLE>


                                       38
<PAGE>


                         Report of Independent Auditors


The Board of Directors and
Stockholders of Switchboard Incorporated

     We have audited the accompanying consolidated balance sheet of Switchboard
Incorporated as of December 31, 2001 and the related consolidated statements of
operations, stockholders' equity, and cash flows for the year then ended. Our
audit also included the financial statement schedule listed in the Index at Item
14. These financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audit.

     We conducted our audit in accordance with auditing standards generally
accepted in the United States. 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 audit provides a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Switchboard
Incorporated at December 31, 2001 and the consolidated results of its operations
and its cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States. Also, in our opinion, the
related 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.


/s/ Ernst & Young LLP

Boston, Massachusetts
August 30, 2002

                                       39
<PAGE>


                        Report of Independent Accountants


To the Board of Directors and
Stockholders of Switchboard, Inc.:

     In our opinion, the consolidated balance sheet as of December 31, 2000 and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the two years in the period ended December 31, 2000 present
fairly, in all material respects, the financial position, results of operations
and cash flows of Switchboard, Inc. and its subsidiary at December 31, 2000 and
for each of the two years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.
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 of these statements in accordance with
auditing standards generally accepted in the United States of America, which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
February 1, 2001


                                       40
<PAGE>


                                             SWITCHBOARD INCORPORATED
                                            CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                                    December 31,
                                                                                        ----------------------------------
                                                                                            2001                   2000
                                                                                        ------------           -----------
Assets:                                                                                  (restated)
-------
<S>                                                                                     <C>                    <C>
Cash and cash equivalents                                                               $  4,211,911           $18,772,468
Short-term investments                                                                    36,546,512            27,742,747
Accounts receivable, net of allowance of $500,311 and $401,878, respectively               1,634,633             5,571,655
Unbilled receivables                                                                         623,305             1,577,101
Prepaid Directory Agreement, current portion                                                       -             6,500,000
Other current assets                                                                         630,901               699,715
                                                                                        ------------           -----------
     Total current assets                                                                 43,647,262            60,863,686

Long-term investments                                                                     18,333,011            24,254,593
Restricted cash (Note S.)                                                                    874,495                     -
Property and equipment, net                                                                2,884,899             1,428,893
Prepaid Directory Agreement                                                                        -             6,133,065
Other assets, net                                                                             95,030             5,877,046
                                                                                        ------------           -----------
Total assets                                                                            $ 65,834,697           $98,557,283
                                                                                        ============           ===========

Liabilities and stockholders' equity:
-------------------------------------
Accounts payable                                                                          $2,279,154            $1,287,939
Accrued expenses                                                                           3,253,445             3,027,188
Deferred revenue                                                                             760,785             1,512,182
Note payable, current portion                                                              2,000,000                     -
Capital lease obligation, current portion                                                    356,957                     -
                                                                                        ------------           -----------
     Total current liabilities                                                             8,650,341             5,827,309

Note payable, net of current portion                                                               -             2,000,000
Capital lease obligation, net of current portion                                             517,783                     -
                                                                                        ------------           -----------
Total liabilities                                                                          9,168,124             7,827,309

Commitments and contingencies (Note N)

Stockholders' equity:
---------------------
Preferred Stock, $0.01 par value per share; 4,999,999 shares authorized
  and undesignated at December 31, 2001 and 2000, none issued and outstanding                      -                     -
Series E special voting preferred stock, $0.01 par value per share; one
  share authorized and designated. No shares issued and outstanding as
  of December 31, 2001.  One share issued and outstanding as of December 31,
  2000.                                                                                            -                     -
Common stock, $0.01 par value per share; authorized 85,000,000
  shares, issued and outstanding 18,265,065 shares as of December 31,
  2001 and 25,633,614 shares as of December 31, 2000.                                        182,651               256,336
Additional paid-in capital                                                               160,681,247           182,341,816
Contribution receivable                                                                            -           (54,204,319)
Unearned compensation                                                                       (334,071)                    -
Accumulated other comprehensive income                                                       922,791               368,384
Accumulated deficit                                                                     (104,786,045)          (38,032,243)
                                                                                        ------------           -----------
     Total stockholders' equity                                                           56,666,573            90,729,974
                                                                                        ------------           -----------
Total liabilities and stockholders' equity                                              $ 65,834,697           $98,557,283
                                                                                        ============           ===========
</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.

                                       41
<PAGE>

                                             SWITCHBOARD INCORPORATED
                                       CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                Years Ended December 31,
                                                                -------------------------------------------------------
                                                                    2001                  2000                  1999
                                                                ------------          ------------          -----------
                                                                 (restated)
<S>                                                              <C>                   <C>                   <C>
   Revenue                                                       $13,325,952           $20,310,399           $8,303,610

   Cost of revenue                                                 3,518,006             3,490,811            1,600,877
                                                                ------------          ------------          -----------

   Gross profit                                                    9,807,946            16,819,588            6,702,733

   Operating expenses:
   Sales and marketing                                            24,605,759            29,182,385           10,857,390
   Research and development                                        6,701,543             3,473,504            1,922,915
   General and administrative                                      4,181,241             3,303,245            1,712,298
   Amortization of goodwill, intangibles and other
     assets                                                        4,766,806             1,568,308              866,013
   Loss on Viacom transaction                                     22,203,422                     -                    -
   Special charges                                                17,324,125                     -                    -
                                                                ------------          ------------          -----------
        Total operating expenses                                  79,782,896            37,527,442           15,358,616
                                                                ------------          ------------          -----------

   Loss from operations                                          (69,974,950)          (20,707,854)          (8,655,883)

   Other income (expense):
   Interest income                                                 3,583,562             4,547,190              136,162
   Interest expense                                                  (65,738)              (14,533)            (287,234)
   Other-than-temporary unrealized loss on investment                (55,110)             (713,971)                   -
   Other income (expense)                                           (241,566)             (128,485)               2,059
                                                                ------------          ------------          -----------
        Total other income (expense)                               3,221,148             3,690,201             (149,013)
                                                                ------------          ------------          -----------

   Net loss                                                      (66,753,802)          (17,017,653)          (8,804,896)

   Accrued dividends for preferred stockholders                            -               270,615              938,732
                                                                ------------          ------------          -----------

   Net loss attributable to common stockholders                 $(66,753,802)         $(17,288,268)         $(9,743,628)
                                                                ============          ============          ===========

   Basic and diluted net loss per share attributable to
     common stockholders                                              $(2.83)               $(0.75)              $(0.89)
                                                                      ======                ======               ======

   Shares used in computing basic and diluted
     net loss per share attributable to common
     stockholders                                                 23,590,381            22,973,993           10,914,944

   Unaudited pro forma basic and diluted net loss per
     share (Note B)                                                                         $(0.72)
                                                                                            ======

   Shares used in computing unaudited pro forma basic
     and diluted net loss per share                                                     23,606,616
</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.

                                       42
<PAGE>

                            SWITCHBOARD INCORPORATED
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                               Series E Special
                                               Voting Preferred
                                                    Stock             Common Stock
                                              ------------------ -----------------------
                                                Number              Number                Additional
                                                 of                   of                    Paid in    Contribution
                                                Shares   Value      Shares      Value       Capital     Receivable
                                              --------  ------- ------------ ---------- ------------- -------------
<S>                                           <C>       <C>     <C>          <C>        <C>           <C>
Balance, December 31, 1998                           -      $ -    7,013,250   $ 70,133  $    720,902   $         -
Issuance of common stock under stock option
  plans                                              -        -       42,124        421        78,515             -
Issuance of common stock and common stock
  warrants to Viacom Inc., net of issuance
  costs of $977,120                                  -        -    7,468,560     74,686    74,260,278   (70,312,084)
Issuance of common stock and warrants
  related to third party agreements                  -        -      140,000      1,400     1,545,671             -
Accrued dividends for preferred stockholders         -        -            -          -      (938,732)            -
Issuance of preferred stock to Viacom Inc.           1        -            -          -             -             -
Non-cash advertising and promotion expenses          -        -            -          -             -     4,069,246
Change in net unrealized gain on investment          -        -            -          -             -             -
Net loss                                             -        -            -          -             -             -

Comprehensive loss                                   -        -            -          -             -             -
                                              --------  ------- ------------ ---------- ------------- -------------
Balance, December 31, 1999                           1        -   14,663,934    146,640    75,666,634   (66,242,838)
Issuance of common stock under stock option
  and stock purchase plans                           -        -      157,627      1,576       630,814              -
Issuance of stock options to non-employees           -        -            -          -        37,573              -
Issuance of common stock pursuant to the
  Company's initial public offering                  -        -    6,325,000     63,250    86,240,697              -
Conversion of preferred to common stock in
  connection with the Company's initial
  public offering                                    -        -    3,552,421     35,524    16,554,661              -
Issuance of common stock and warrants
  related to third party agreements                  -        -      934,632      9,346     3,482,052        214,325
Non-cash advertising and promotion expenses          -        -            -          -             -     11,824,194
Accrued dividends for preferred stockholders         -        -            -          -      (270,615)             -
Change in net unrealized gain on investments         -        -            -          -             -              -
Net loss                                             -        -            -          -             -              -

Comprehensive loss                                   -        -            -          -             -              -
                                              --------  ------- ------------ ---------- ------------- -------------
Balance, December 31, 2000                           1        -   25,633,614    256,336   182,341,816   (54,204,319)
Issuance of common stock under stock option
  and stock purchase plans                           -        -      120,011      1,200       259,057             -
Expenses resulting from issuance of common
  stock and warrants related to third party
  agreements                                         -        -            -          -      (110,456)            -
Unearned compensation associated with grant
  of below market stock options to an employee       -        -            -          -       436,460             -
Amortization of unearned compensation                -        -            -          -             -             -
Restructuring of Viacom Inc. relationship           (1)       -   (7,488,560)   (74,885)  (22,245,630)   44,523,937
Non-cash advertising and promotion expenses          -        -            -          -             -     9,680,382
Change in net unrealized gain on investments         -        -            -          -             -             -
Net loss                                             -        -            -          -             -             -

Comprehensive loss                                   -        -            -          -             -             -
                                              --------  ------- ------------ ---------- ------------- -------------
Balance, December 31, 2001                           -      $ -   18,265,065   $182,651  $160,681,247   $         -
                                              ========  ======= ============ ========== ============= =============
</TABLE>

                                       43
<PAGE>

                            SWITCHBOARD INCORPORATED
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                  Accumulated                        Total
                                                                    Other                        Stockholders'
                                                  Unearned       Comprehensive    Accumulated       Equity
                                                Compensation       Income           Deficit        (Deficit)
                                               --------------- ---------------- -------------- ----------------
<S>                                            <C>             <C>              <C>            <C>
Balance, December 31, 1998                           $       -       $        -   $(12,209,694)    $(11,418,659)
Issuance of common stock under stock option
  plans                                                                       -              -           78,936
Issuance of common stock and common stock
  warrants to Viacom Inc., net of issuance
  costs of $977,120                                                           -              -        4,022,880
Issuance of common stock and warrants
  related to third party agreements                                           -              -        1,547,071
Accrued dividends for preferred stockholders                 -                -              -         (938,732)
Issuance of preferred stock to Viacom Inc.                   -                -              -                -
Non-cash advertising and promotion expenses                  -                -              -        4,069,246
Change in net unrealized gain on investment                  -        1,855,950              -        1,855,950
Net loss                                                     -                -     (8,804,896)      (8,804,896)
                                                                                               ----------------
Comprehensive loss                                           -                -              -       (6,948,946)
                                               --------------- ---------------- -------------- ----------------
Balance, December 31, 1999                                   -        1,855,950    (21,014,590)      (9,588,204)
Issuance of common stock under stock option
  and stock purchase plans                                   -                -              -          632,390
Issuance of stock options to non-employees                   -                -              -           37,573
Issuance of common stock pursuant to the
  Company's initial public offering                          -                -              -       86,303,947
Conversion of preferred to common stock in
  connection with the Company's initial
  public offering                                            -                -              -       16,590,185
Issuance of common stock and warrants
  related to third party agreements                          -                -              -        3,705,723
Non-cash advertising and promotion expenses                  -                -              -       11,824,194
Accrued dividends for preferred stockholders                 -                -              -         (270,615)
Change in net unrealized gain on investments                 -       (1,487,566)             -       (1,487,566)
Net loss                                                     -                -    (17,017,653)     (17,017,653)
                                                                                               ----------------
Comprehensive loss                                           -                -              -      (18,505,219)
                                               --------------- ---------------- -------------- ----------------
Balance, December 31, 2000                                   -          368,384    (38,032,243)      90,729,974
Issuance of common stock under stock option
  and stock purchase plans                                   -                -              -          260,257
Expenses resulting from issuance of common
  stock and warrants related to third party
  agreements                                                 -                -              -         (110,456)
Unearned compensation associated with grant
  of below market stock options to an employee        (436,460)               -              -                -
Amortization of unearned compensation                  102,389                -              -          102,389
Restructuring of Viacom Inc. relationship                    -                -              -       22,203,422
Non-cash advertising and promotion expenses                  -                -              -        9,680,382
Change in net unrealized gain on investments                 -          554,407              -          554,407
Net loss (restated)                                          -                -    (66,753,802)     (66,753,802)
                                                                                               ----------------
Comprehensive loss                                           -                -              -      (66,199,395)
                                               --------------- ---------------- -------------- ----------------
Balance, December 31, 2001 (restated)                $(334,071)       $ 922,791  $(104,786,045)    $ 56,666,573
                                               =============== ================ ============== ================
</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.

                                       44
<PAGE>

                                             SWITCHBOARD INCORPORATED
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                          Year Ended December 31,
                                                                                -----------------------------------------
                                                                                    2001           2000           1999
                                                                                ------------   ------------   -----------
                                                                                 (restated)
Cash flows from operating activities:
<S>                                                                             <C>            <C>            <C>
Net loss                                                                        $(66,753,802)  $(17,017,653)  $(8,804,896)
     Adjustments to reconcile net loss to net cash used in operating
     activities:
       Depreciation and amortization                                               2,649,253      1,311,536       790,574
       Amortization of unearned compensation                                         102,389              -             -
       Loss on disposal of property and equipment                                    175,861        124,000             -
       Expense related to warrant grants                                                   -        552,306       497,071
       Write-off of technology                                                             -              -             -
       Non-cash advertising and promotion expense                                  9,680,382     11,824,194     4,069,246
       Loss on Viacom Inc. transaction                                            22,203,422              -             -
       Special charges, non-cash portion                                          16,955,152              -             -
       Other-than-temporary unrealized loss on available for sale investments         55,110        713,971             -
       Expenses resulting from issuance of common stock
           and warrants related to third party agreements                           (110,456)             -             -

     Changes in operating assets and liabilities:
       Accounts receivable                                                         3,937,021     (5,479,181)     (176,055)
       Unbilled receivables                                                          953,796      1,390,675      (494,149)
       Other current assets                                                       (5,607,889)      (219,639)     (467,516)
       Other assets                                                                5,881,408     (5,971,622)     (442,191)
       Directory Services agreement                                                        -     (6,500,000)            -
       Accounts payable                                                              991,214        500,754       750,195
       Accrued expenses                                                           (1,267,451)       158,683       600,805
       Accrued restructuring                                                       1,409,534              -             -
       Deferred revenue                                                             (751,397)       163,037       899,909
                                                                                ------------   ------------   -----------
          Net cash used in operating activities                                   (9,496,453)   (18,448,939)   (2,777,007)

Cash flows from investing activities:
     Purchases of property and equipment                                          (2,941,701)    (1,016,743)     (942,155)
     Acquisition of business                                                               -        (77,369)            -
     Restricted cash                                                                (874,495)             -             -
     Purchases of investments                                                     (2,382,885)   (51,568,028)            -
                                                                                ------------   ------------   -----------
         Net cash used in investing activities                                    (6,199,081)   (52,662,140)     (942,155)

Cash flows from financing activities:
     Proceeds from convertible promissory notes - related party                            -              -     3,335,307
     Proceeds from issuance of common stock, net                                     260,237     86,906,954     4,101,816
     Proceeds from sale-lease back                                                 1,100,652              -             -
     Payments on capital leases and notes payable                                   (225,912)      (627,958)     (500,000)
                                                                                ------------   ------------   -----------
         Net cash provided by financing activities                                 1,134,977     86,278,996     6,937,123

Net (decrease) increase in cash and cash equivalents                             (14,560,557)    15,167,917     3,217,961

Cash and cash equivalents at beginning of year                                    18,772,468      3,604,551       386,590
                                                                                ------------   ------------   -----------
Cash and cash equivalents at end of year                                          $4,211,911    $18,772,468    $3,604,551
                                                                                ============   ============   ===========

Supplemental schedule of cash flow information:
   Interest paid                                                                     $65,738        $42,491      $117,084
                                                                                     =======        =======      ========

Supplemental statement of non-cash financing activity:
   Conversion of redeemable preferred stock into common stock                              -    $16,590,185             -
   Issuance of common stock for  Directory Agreement                                       -    $ 2,968,475             -
   Issuance of payable and stock options related to acquisition                            -    $ 2,037,573             -
   Unrealized (gain) loss on investments                                           $(554,407)   $ 1,487,566             -
   Settlement of convertible promissory notes through issuance of
preferred stock                                                                            -              -   $11,722,452
   Issuance of common stock for technology                                                 -              -   $ 1,050,000
   Non-cash issuance cost                                                                  -              -   $   375,000
   Warrants received in connection with a Development, Access
     and License agreement                                                                 -              -   $   774,900
</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.

                                       45
<PAGE>

                            SWITCHBOARD INCORPORATED
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

A. Nature of Business

     Switchboard Incorporated, a Delaware corporation (the "Company"), commenced
operations in February 1996. From the Company's inception (February 19, 1996)
until March 7, 2000, the Company was a unit and later a subsidiary of ePresence
Inc. (formerly Banyan Worldwide, "ePresence"). As of December 31, 2001,
ePresence beneficially owned approximately 53.7% of the Company's common stock.
The Company is a provider of Web-hosted directory technologies and customized
yellow pages platforms to yellow pages publishers, newspaper publishers and
Internet portals that offer online local directory advertising solutions to
national retailers and brick and mortar merchants across a full range of
Internet and wireless platforms. The Company offers a broad range of functions,
content and services, including yellow and white pages, product searching,
location based searching and interactive maps and driving directions. The
Company's Web site, Switchboard.com, is a showcase for the Company's technology
and breadth of directory product offerings, and is a resource for consumers and
businesses alike. The Company offers its users local information about people
and businesses across the United States and Canada. The Company operates in one
business segment as a provider of Web-hosted directory technologies and
customized yellow pages platforms.

     The Company is subject to risks and uncertainties common to growing
technology-based companies, including rapid technological change, growth and
commercial acceptance of the Internet, acceptance and effectiveness of Internet
advertising, dependence on principal products and third-party technology, new
product development, new product introductions and other activities of
competitors, dependence on key personnel, security and privacy issues,
dependence on strategic relationships and limited operating history.

     The Company has also experienced substantial net losses since its inception
and, as of December 31, 2001, had an accumulated deficit of $104.8 million. Such
losses and accumulated deficit resulted from the Company's lack of substantial
revenue and significantly increased costs incurred in the development of the
Company's products and services and in the preliminary establishment of the
Company's infrastructure. The Company expects to continue to incur significant
operating expenses in order to execute its current business plan, particularly
sales and marketing and product development expenses. The Company believes that
the funds currently available would be sufficient to fund operations through at
least the next 12 months.

B. Summary of Significant Accounting Policies

                           Principles of Consolidation
                           ---------------------------

     The accompanying financial statements, which are derived from both the
independent books and records of the Company and its subsidiaries and the
historical books and records of ePresence, include the assets, liabilities,
revenues and expenses of the Company at historical cost. Intercompany accounts
and transactions have been eliminated. Certain previously reported amounts have
been reclassified to conform to the current method of presentation.

     These financial statements are intended to present management's estimates
of the results of operations and financial condition of the Company as if it had
operated as a stand-alone company since inception. Certain of the costs and
expenses are management estimates of the cost of services provided by ePresence
and its subsidiaries. As a result, the financial statements presented may not be
indicative of the results that would have been achieved had the Company operated
as a nonaffiliated entity.

                                       46
<PAGE>

                                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 the
disclosures of contingent liabilities at the period end, and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.


                   Cash Equivalents and Marketable Securities
                   ------------------------------------------

     The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. Those instruments with
maturities as of the balance sheet date between three and twelve months are
considered to be short-term marketable securities, and investments with
maturities as of the balance sheet date of greater than one year are classified
as long-term marketable securities. Cash equivalents and marketable securities
are carried at market, and consist primarily of interest bearing deposits with
major financial institutions.

     In accordance with Statement of Financial Accounting Standards ("SFAS") No.
115, the Company classifies all of its marketable equity securities as available
for sale securities. These securities are valued at fair value and consist
primarily of U.S government securities, corporate and municipal issues and
interest bearing deposits with major banks. Unrealized holdings gains and losses
are reported as a component of accumulated other comprehensive income, a
separate component of Stockholders' Equity. Other-than-temporary unrealized
losses are reported as a component of other income (expense) within the
Statement of Operations.

                             Property and Equipment
                             ----------------------

     Property and equipment are stated at cost. Depreciation is computed using
the straight-line method over the following estimated asset lives:

         Computers, peripherals and servers         3 years
         Office equipment                         3-5 years
         Software                                   3 years
         Furniture and fixtures                     5 years

     Leasehold improvements are depreciated over the asset's estimated useful
life or the remaining life of the lease, whichever is shorter. Maintenance and
repairs are charged to expense when incurred, while betterments are capitalized.
When property is retired or otherwise disposed of, the related cost and
accumulated depreciation are removed from the respective amounts and any gain or
loss is reflected in operations.

                            Goodwill and Intangibles
                            ------------------------

     The Company recorded amounts in excess of assets acquired pursuant to its
acquisition of Envenue Inc. ("Envenue") in November 2000 as goodwill. Pursuant
to a distribution agreement the Company entered into with America Online, Inc.
("AOL", the "Directory Agreement"), the Company issued shares of its common
stock to AOL. The value of these shares of common stock have been recorded as an
intangible asset, and have been amortized on a straight-line basis over the life
of the Directory Agreement. As of December 31, 2001, the Company evaluated the
net realizable value of all of its assets related to AOL and Envenue as a result
of lower than anticipated revenues in accordance with the Financial Accounting
Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS")
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of" ("SFAS 121") and determined that both our assets
related to AOL and Envenue had been impaired. As a result, the Company recorded
a loss on impairment as a component of its fourth quarter of 2001 special
charges to earnings (Notes F, G and T).

     If facts and circumstances were to indicate that the Company's long-lived
assets might be impaired, the estimated future undiscounted cash flows
associated with the long-lived asset would be compared to its carrying amount to
determine if a write-down to fair value is necessary.

                                       47
<PAGE>

                               Advertising Expense
                               -------------------

     Advertising costs are expensed as incurred and totaled $15,429,640,
$16,719,299 and $6,114,543 in the years ended December 31, 2001, 2000 and 1999,
respectively. In 2001, 2000 and 1999, the costs included $9,680,382, $11,824,194
and $4,069,246 of non-cash advertising received from Viacom Inc. (formerly CBS
Corporation, Note M), respectively.

                               Revenue Recognition
                               -------------------

     The Company generates its revenue primarily from its merchant network and
banner and site sponsorship advertising. Generally, revenue is recognized as
services are provided, so long as no significant obligations remain and
collection of the resulting receivable is probable.

     Revenues earned under the merchant network consist of advertising and
platform services. Through our merchant network, the Company offers certain
merchant alliance partners the ability to sell Switchboard.com distribution to
their merchant advertisers. These efforts are reflected in our merchant network
advertising revenues. For these advertising services, the merchant network
alliance partners pay the Company a monthly fee based on the number of
advertisements placed into Switchboard.com. This monthly fee is recognized as
revenue by the Company as it is earned. Platform services relate to the
Company's offerings to its merchant network alliance partners, under which those
alliance partners can enter into a development and licensing arrangement with
the Company whereby we create and/or modify a private labeled web-hosted
directory platform. Once the web-hosted directory platform is operational, we
also earn additional fees based on the number of merchants promoted within the
platform. Revenue received by the Company for such development and licensing
arrangements is deferred until such time the platform is accepted by the
customer. After acceptance by the customer, revenue from such development and
licensing agreements are recognized ratably over the life of the agreement. Any
additional engineering or other services fees earned through the merchant
promotions are recognized as earned due to their variable nature.

     Revenues earned under our banner and site sponsorships consist principally
of advertising revenue earned though our Switchboard.com web site. Specifically,
the Company offers both site-wide banner and category specific banner programs
on the Switchboard.com Web site.

     Deferred revenue is principally comprised of billings in excess of
recognized revenue relating to advertising agreements and licensing fees
received pursuant to advertising or services agreements in advance of revenue
recognition. Unbilled receivables are principally comprised of revenues earned
and recognized in advance of invoicing customers, resulting from contractually
defined billing schedules.

     In November 2001, the Emerging Issues Task Force concluded its discussions
on EITF Issue 01-9 "Accounting for Consideration Given by a Vendor to a Customer
(Including a Reseller of the Vendor's Products)". This guidance requires that an
entity account for consideration given to a customer as a reduction of revenue
unless it can demonstrate an identifiable benefit that can be sufficiently
separable from the sale of the products or services to the customer, and can
reasonably estimate the fair value of the benefit identified. The Company is
required to adopt EITF Issue 01-9 effective January 1, 2002. In accordance with
EITF 01-9, the Company will offset the amortization of consideration given to
AOL against revenue. Had the Company adopted EITF 01-9 in 2001, the Company's
revenues would have been reduced by approximately $4.1 million.

                     Risks, Concentrations and Uncertainties
                     ---------------------------------------

     The Company invests its cash and cash equivalents primarily in deposits,
money market funds and investment grade securities with financial institutions.
The Company has not experienced any realized losses to date on its invested
cash.
                                       48
<PAGE>

     A potential exposure to the Company is a concentration of credit risk in
trade accounts receivable. The Company maintains reserves for credit losses and,
to date, such losses have been within management's expectations. As of December
31, 2001, AOL accounted for 36.2% of accounts receivable. As of December 31,
2000, one customer accounted for 18.5% of accounts receivable. AOL accounted for
30.6% of revenue for the year ended December 31, 2001. One customer accounted
for 15.8% of revenue for the year ended December 31, 2000, while one customer
accounted for 22.7% of revenue for the year ended December 31, 1999.

                                  Income Taxes
                                  ------------

     The Company accounts for income taxes under the liability method. Under
this method, deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted rates in effect for the year in which those temporary differences
are expected to be recovered or settled. A deferred tax asset is established for
the expected future benefit of net operating loss and tax credit carry-forwards.
A valuation reserve against net deferred tax assets is required if, based upon
available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized.

                       Fair Value of Financial Instruments
                       -----------------------------------

     The carrying amounts of the Company's financial instruments, which include
cash equivalents, marketable securities, accounts receivable, accounts payable,
accrued expenses and a note payable, approximate their fair values.

                     Accounting for Stock-Based Compensation
                     ---------------------------------------

     The Company accounts for stock-based awards to employees using the
intrinsic value method as prescribed by Accounting Principles Board ("APB") No.
25, "Accounting for Stock Issued to Employees," and related interpretations.
Accordingly, no compensation expense is recorded for options issued to employees
in fixed amounts and with fixed exercise prices at least equal to the fair
market value of the Company's common stock at the date of grant. The Company has
adopted the provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation," through disclosure only (Note R). All stock-based awards to
non-employees are accounted for at their fair value in accordance with SFAS No.
123.

               Net Loss per Share and Pro Forma Net Loss per Share
               ---------------------------------------------------

     Basic net loss per share is computed using the weighted average number of
shares of common stock outstanding less any restricted shares. In 1999 and 2000,
the net loss used in the calculation of basic net loss per share attributable to
common stockholders is increased by the accrued dividends for the preferred
stock outstanding in each period. Diluted net loss per share does not differ
from basic net loss per share since potential common shares from conversion of
preferred stock, stock options and warrants are antidilutive for all periods
presented and are therefore excluded from the calculation. During the years
ended December 31, 2001, 2000 and 1999, options to purchase 4,206,080, 3,526,080
and 2,951,600 shares of common stock, respectively, preferred stock convertible
into none, one and 3,552,422 shares of common stock, respectively, warrants for
918,468, 1,451,937 and 1,751,937 shares of common stock, respectively, and
restricted common stock of 746,260, none and none, respectively, were not
included in the computation of diluted net loss per share since their inclusion
would be antidilutive. Pro forma basic and diluted net loss per share have been
calculated in 2000 assuming the conversion of all outstanding shares of
preferred stock into common stock, as if the shares had converted immediately
upon their issuance.

                           Comprehensive Income (Loss)
                           ---------------------------

     As of January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income", which establishes new rules for the reporting and display
of comprehensive income and its components. SFAS No. 130 requires companies to
report all changes in stockholders' equity during a period, except those
resulting from investment by owners and distribution to owners, in comprehensive
income in the period in which they are recognized.

                       Derivative Instruments and Hedging
                       ----------------------------------

     During 2001, the Company had no derivative investments or accounting hedges
in place.

                                       49
<PAGE>

C. Restatement

     The Company's previously issued financial statements for the year ended
December 31, 2001, and quarterly results of operations for the quarters ended
March 31, 2001, June 30, 2001, September 30, 2001 and December 31, 2001 have
been restated. The restatements are described in detail below.

     In the first quarter of 2001, the Company sold banner advertising to a
single customer that resulted in $2.7 million of revenue recognized in 2001.
While seeking to collect payment in 2002, additional information about this
customer and its relationship with one of the Company's vendors was evaluated.
This information led the Company to conclude that it would have been more
appropriate to record the 2001 banner advertising revenue as a reduction of
expense. Accordingly, as part of this restatement, the Company reduced 2001
annual revenue by $2.7 million, reduced 2001 annual sales and marketing expenses
by $1.5 million and reduced 2001 special charges by $1.2 million. There was no
effect on the Company's net loss for the year ended December 31, 2001 related to
this issue.

     Contemporaneous with the Company's decision to restate the 2001 financial
the Company initiated a reaudit re-audit of its 2001 in August 2002. As a result
of the re-audit it was determined that the previously reported 2001 financial
statements should also be restated for the following items: a reduction in
operating expenses of $1.1 million; a reduction in the 2001 annual amortization
expense related to the Directory Agreement of $3.3 million; an impairment charge
relating to the Directory Agreement of $11.7 million; and a reduction in the
number of shares of common stock used for computing earnings per share by
746,260 shares. In addition, the Company reclassified $27.9 million and $10.4
million in marketable securities at December 31, 2001 and 2000, respectively,
from long-term to short-term, to reflect all marketable securities with less
than one year to maturity as short-term.

     The reduction in operating expenses of $1.1 million related to the
elimination of excess accrued liabilities that were reflected in the previously
issued December 31, 2001 financial statements.

     The $3.3 million reduction in amortization expense resulted from a change
in the amortization rate used to amortize the Prepaid Directory Agreement as
presented on our balance sheet.

     The $11.7 million impairment charge related to the Directory Agreement was
determined pursuant to SFAS No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of." As a result of lower than
initially anticipated revenues earned by the Company under the Directory
Agreement during the first year of the term of the Directory Agreement, an
impairment review was performed on the net book value of the assets related to
the Directory Agreement, totaling $11,723,000 at December 31, 2001, as restated
for the $3.3 million reduction in amortization expense. Revised revenue
projections under the Directory Agreement were developed, and the Company
calculated estimated cash flows to be received over the term of the Directory
Agreement. The Company determined that the estimated future undiscounted cash
flows were below the $11,723,000 carrying value of the assets related to the
Directory Agreement at December 31, 2001. The fair value of the assets related
to the Directory Agreement was then determined by discounting the cash flows at
a rate of 20% which represented a rate commensurate with the risk involved. As a
result, we recorded an impairment charge in December 2001 of $11,723,000.

     The number of shares of common stock used in computing earnings per share
were reduced by 746,260 shares as these shares were restricted as to transfer as
of December 31, 2001 (See Note F).

     Because the above-described restatements reflect the timing of certain
revenues and expenses and non-cash transactions, the Company's balance sheet was
correspondingly adjusted in various categories, including the asset related to
the Directory Agreement, other assets and accrued expenses. In addition, the
accumulated deficit at December 31, 2001 was increased by $7.3 million to
reflect the cumulative effect of these adjustments. Our capital resources were
not impacted by any of these restatements and reclassifications.

                                       50
<PAGE>

     Following is a summary of selected financial data affected by the
restatement of the Company's financial statements for the year ended December
31, 2001:


                            SWITCHBOARD INCORPORATED
                 CHANGES IN SELECTED CONSOLIDATED FINANCIAL DATA
                           AS A RESULT OF RESTATEMENTS
                      (In thousands, except per share data)


STATEMENT OF OPERATIONS DATA:
<TABLE>
<CAPTION>
                                                                        Year Ended December 31, 2001
                                                        ------------------------------------------------------
                                                        As Previously  Reported    Adjustments        Restated
                                                        -----------------------    -----------       ----------
<S>                                                            <C>                   <C>             <C>
Revenue                                                        $ 16,026              $(2,700)        $ 13,326

Gross profit                                                   $ 12,508              $(2,700)        $  9,808

Operating expenses:
  Sales and marketing                                          $ 26,938              $(2,332)        $ 24,606
  General and administrative                                   $  4,331              $  (150)        $  4,181
  Amortization of goodwill intangibles and other assets        $  8,017              $(3,250)        $  4,767
  Special charges                                              $  6,951              $10,373         $ 17,324
     Total operating expenses                                  $ 75,142              $ 4,641         $ 79,783

Loss from operations                                           $(62,634)             $(7,341)        $(69,975)

Net loss attributable to common stockholders                   $(59,413)             $(7,341)        $(66,754)

Basic and diluted net loss per share attributable to             $(2.44)              $(0.39)          $(2.83)
  common stockholders

Shares used in computing basic and diluted                       24,336                 (746)          23,590
  net loss per share attributable to common
  stockholders
</TABLE>

     The following table presents net increases and (decreases) in our
previously reported balance sheets as of December 31, 2001 and 2000 as a result
of the aforementioned restatements and reclassifications:

 BALANCE SHEET DATA:

 As of December 31, 2001:
<TABLE>
<CAPTION>
                                                        As Previously  Reported    Adjustments(a)     Restated
                                                        -----------------------    -----------       ----------
<S>                                                             <C>                 <C>               <C>
Current assets                                                  $22,805             $ 20,842          $43,647
Non-current assets                                              $51,503             $(29,316)         $22,187
Total assets                                                    $74,308             $ (8,473)         $65,835
Accrued expenses                                                $ 4,385             $ (1,132)         $ 3,253
Stockholders' equity                                            $64,008             $ (7,341)         $56,667


 As of December 31, 2000:
                                                        As Previously  Reported    Adjustments(b)     Restated
                                                        -----------------------    -------------     ----------
Current assets                                                  $50,484             $ 10,380          $60,864
Non-current assets                                              $48,073             $(10,380)         $37,693
</TABLE>

(a) Includes the reclassification of $875,000 of restricted cash to long-term
assets.

(b) Results from the reclassification of $10,380,000 of marketable securities
from long-term to short-term to conform to the current method of presentation.

                                       51
<PAGE>

D. Concurrent Transactions

     The Company had barter transactions totaling $836,000, or 6.3% of revenue,
and $1,630,000, or 8.0% of revenue, for the years ended December 31, 2001 and
2000, respectively, in which the Company received promotion in exchange for
promotion on the Company's Web site or through direct e-mail distributions.
Revenue from advertising barter has been valued based on similar cash
transactions which occurred within six months prior to the date of the barter
transaction in accordance with Emerging Issues Task Force Issue No. 99-17
"Accounting for Advertising Barter Transactions". The Company also had other
concurrent transactions totaling $42,000 and $3,940,000, or 19.4% of revenue,
for the years ended December 31, 2001 and 2000, respectively, in which the
Company received certain marketing assets in exchange for promotion on the
Company's Web site or through direct e-mail distributions. Revenues from other
concurrent transactions are recorded at the fair value of the goods or services
provided or received, whichever is more readily determinable. The Company
recorded no concurrent transactions in the year ended December 31, 1999.

E. Property and Equipment

     Property and equipment consisted of the following at:



<TABLE>
<CAPTION>
                                                                    December 31,
                                                            --------------------------
                                                               2001            2000
                                                            ----------      ----------
<S>                                                         <C>             <C>
       Computers, peripherals and servers                   $4,119,639      $2,152,930
       Office equipment                                        268,838         257,829
       Software                                                593,245         483,904
       Furniture and fixtures                                  144,467          72,968
       Leasehold improvements                                  341,850          27,255
                                                            ----------      ----------
                                                             5,468,039       2,994,886
       Accumulated depreciation                             (2,583,140)     (1,565,993)
                                                            ----------      ----------
           Total                                            $2,884,899      $1,428,893
                                                            ==========      ==========
</TABLE>

     Depreciation expense for the years ended December 31, 2001, 2000 and 1999
was $1,234,824, $662,469 and $377,878, respectively.

F. AOL

     In December 2000, the Company entered into the Directory Agreement, to
develop a new directory and local advertising platform and product set
("Directory Platform") to be featured across specified AOL properties.

     The Company and AOL share specified directory advertisement revenues during
the term of the Directory Agreement. In general (i) the Company will receive a
majority of the first $35.0 million of such directory advertisement revenues and
(ii) the Company will receive a lesser share of any additional such directory
advertisement revenues. The Company paid AOL $13.0 million at the signing of the
Directory Agreement, ("Prepaid Directory Agreement"). The Directory Agreement
calls for a second payment of $13.0 million on or before March 11, 2002 subject
to the incorporation of the Directory Platform on the AOL.com, the AOL Service
and Digital City properties (the "AOL Roll-In"), which occurred on January 2,
2002.

                                       52
<PAGE>

     AOL has committed to pay at least $2.0 million to the Company in consulting
or service fees, of which the Company had delivered $1.9 million in services to
AOL through December 31, 2001.

     The Directory Agreement has an initial term of four years, which term is
subject to earlier termination upon the occurrence of specified events,
including, without limitation (a) after 24 months and again after 36 months if
specified revenue targets have not been achieved and neither party has made
additional payments to the other to prevent such termination, (b) if the Company
is acquired by one of certain third parties or (c) if AOL acquires one of
certain third parties and AOL pays to the Company a termination fee of $25.0
million.

     In connection with entering into the Directory Agreement, the Company
issued to AOL 746,260 shares of its common stock ("AOL Stock Issuance"), which
were restricted from transfer until the AOL Roll-In, and agreed to issue to AOL
746,260 shares of common stock if the Directory Agreement continues after two
years and an additional 746,260 shares of common stock if the Directory
Agreement continues after three years. If the Company and AOL renew the
Directory Agreement for at least an additional four years after the initial
term, the Company agreed to issue to AOL a warrant to purchase up to 721,385
shares of common stock at a per share purchase price of $4.32. The Company
granted AOL "piggy-back" registration rights and up to two Form S-3 demand
registration rights with respect to the foregoing shares of common stock.

     As a result of lower than initially anticipated revenues earned by the
Company from the Directory Agreement during the first year of the term of the
Directory Agreement, an impairment review was performed on the net book value of
the AOL Stock Issuance and the restated net Prepaid Directory Agreement,
totaling $11,723,000 at December 31, 2001, as restated for the $3.3 million
reduction in amortization expense. Revised revenue projections for the Directory
Agreement were developed, and the Company calculated estimated cash flows to be
received over the term of the AOL Agreement. The Company determined that the
estimated future undiscounted cash flows were below the $11,723,000 carrying
value of the AOL Stock Issuance and Prepaid Directory Agreement at December 31,
2001. The fair value of the AOL Stock Issuance and Prepaid Directory Agreement
was then determined by discounting the cash flows at a rate of 20% which
represented a rate commensurate with the risk involved. As a result, the Company
recorded an impairment charge in December 2001 of $11,723,000. During the years
ended December 31, 2001 and 2000, the Company recorded amortization expense of
$4,047,566, as restated, and $411,959, respectively, related to the Prepaid
Directory Agreement and the AOL Stock Issuance, as a component of amortization
of goodwill, intangibles and other assets.

     Revenue recognized from AOL was $4,074,129, or 30.6% of revenue, for 2001.
The Company anticipates that revenue from AOL will represent an even greater
percentage of its revenue in 2002 and will be a material component of its
overall business. Amounts due from AOL included in accounts receivable at
December 31, 2001 and 2000 were $573,863 and $200,000, respectively, and
unbilled receivables as of December 31, 2001 were $618,357.

     Subsequently, in April 2002 and again in August 2002, the Company amended
its relationship with AOL. The net impact of these two amendments resulted in,
among other things, the elimination of the additional shares to be issued upon
the completion of years two and three; the elimination of the 24 and 36 month
revenue targets and additional potential continuation payments; the replacement
of the second $13.0 million payment to have been made by March 11, 2002 with a
payment of $2.0 million which was made in April 2002 and the amendment of the
percentage schedule by which the Company shares in directory advertising revenue
with AOL.

                                       53
<PAGE>

G. Envenue Acquisition

     On November 24, 2000, the Company acquired Envenue, a wireless provider of
advanced product searching technologies designed to drive leads to traditional
retailers. The transaction was accounted for as a purchase. The total purchase
price included consideration of $2.0 million in cash to be paid on or before May
24, 2002, and $37,573 in recorded value of stock options to purchase 10,200
shares of the Company's common stock issued to non-employees. The $2.0 million,
which is non-interest bearing, is reflected as a note payable in the
accompanying financial statements. The Company used a 0% dividend yield, 100%
expected volatility, 6.297% risk free interest rate, 5.0 year life and fair
value of $4.750 per share as inputs to the Black-Scholes option pricing model to
determine the value attributable to these options. There is also an 18-month
earn-out of up to $2.0 million contingent on performance to be paid on or before
July 8, 2002.

     The estimated total purchase price of the Envenue acquisition, excluding
any earn-out payment, is as follows:



<TABLE>
<S>                                                                    <C>
              Payable related to acquisition                           $2,000,000
              Options issued to non-employees                              37,573
              Estimated expenses of transaction                            79,523
                                                                       ----------
                                                                       $2,117,096
                                                                       ==========
</TABLE>


     The purchase price allocation is as follows:

<TABLE>
<S>                                                                    <C>
              Net liabilities acquired                                  $(168,386)
              Goodwill                                                  2,285,482
                                                                       ----------
                                                                       $2,117,096
                                                                       ==========
</TABLE>

     The Company recorded $2,285,482 of goodwill from the acquisition in 2000.
Goodwill represents the excess of the purchase price of an investment in an
acquired business over the fair value of the underlying net identifiable assets.
The Company was amortizing this goodwill on a straight-line basis using an
estimated useful life of 5 years. The Company has determined that the pro forma
results of operations for the year ended December 31, 2000, assuming Envenue and
the Company had been combined as of the beginning of 2000, were not materially
different from the results of operations presented.

     In December 2001, the Company exercised its rights under the acquisition
agreement to substantially reduce the funding of its Envenue acquisition.
Additionally, the Company evaluated the carrying value of its goodwill in
Envenue, and determined it would not be fully recovered through estimated
undiscounted future operating cash flows. As a result during the three months
ending December 31, 2001, the Company recorded an impairment charge of
$1,858,858 related to the Envenue goodwill. This impairment charge was recorded
as a component of special charges within our statement of operations (Note T).

                                       54
<PAGE>

H. Other Assets

     Other assets consist of the following at:


<TABLE>
<CAPTION>
                                                                          December 31,
                                                                   ------------------------
                                                                     2001           2000
                                                                   -------       ----------
                                                                 (restated)
<S>                                                                <C>           <C>
         Value of stock issued under Directory Agreement           $     -       $3,182,800
         Deferred project costs                                     95,030          280,748
         Goodwill                                                        -        2,285,482
         Software licenses                                               -        1,050,000
                                                                   -------       ----------
                                                                    95,030        6,799,030
         Accumulated amortization                                        -        (921,984)
                                                                   -------       ----------
         Total                                                     $95,030       $5,877,046
                                                                   =======       ==========
</TABLE>

     Amortization expense for other assets, excluding deferred project costs and
the value of stock issued under Directory Agreement, was $1,414,418, $649,067
and $412,696 for the years ended December 31, 2001, 2000 and 1999, respectively,
and are included in operating expenses. Additionally, the Company wrote down the
value of the stock issued under our Directory Agreement to zero as a result of
an impairment analysis. The write down was included as a component of our
special charges recorded in December 2001 (See Notes F and T).

     Deferred project costs represent costs incurred that are directly
associated with customer contracts for which the Company has not yet started
recognizing revenue. These costs, which consist mainly of salary and benefits
costs, are deferred until revenue on the related project is recognized in order
to properly match revenue and associated expenses. Deferred costs are amortized
over the same period as the related revenue, and are included in cost of
revenue. The Company recognized expense of $202,047, $246,292 and $222,663
related to these deferred project costs in the years ended December 31, 2001,
2000 and 1999, respectively.

     On May 18, 1998, the Company acquired the Maps On Us Internet mapping
technology from Lucent Technologies Inc. ("Lucent"). The technology was acquired
to integrate into the Company's directory Web site. The Company paid Lucent
$500,000 in cash and executed a note payable of $1,100,000 to be paid over a
two-year period. During the year ended December 31, 2000, the Company completed
payment of the final principal and interest payable under the note. A
significant portion of the technology acquired was deemed incomplete as it did
not meet the criteria for capitalization. Therefore, the Company recorded a
charge to product development of $1,400,000 for the purchase of incomplete
technology in 1998. The Company amortized the remaining $200,000 of value on a
straight-line basis over a period of two years, which ended in May 2000.

     In May 1999, the Company issued 140,000 shares of its common stock to a
software provider. The Company capitalized $1,050,000, the fair value of its
common stock issued, and amortized that amount over a two-year period which
ended in May 2001. (Note P)

                                       55
<PAGE>

I. Marketable Securities

     The following is a summary of investments at December 31, 2001 and 2000:

<TABLE>
<CAPTION>
2001 (reclassified)                                                  Unrealized
                                                              -----------------------
                                       Amortized Cost          Gains          Losses    Estimated Fair Value
                                       --------------         --------        -------   --------------------
Short Term
<S>                                      <C>                  <C>             <C>            <C>
U.S. corporate debt securities           $14,738,089          $148,287        $11,235        $14,875,141
U.S. Government obligations               13,783,459           310,329              -         14,093,788
Municipal obligations                      5,510,844            60,098              -          5,570,942
Marketable CDs                             2,000,823                 -              -          2,000,823
Warrant                                        5,818                 -              -              5,818
                                        ------------          --------        -------        -----------
  Total short term investments            36,039,033           518,714         11,235         36,546,512

Long Term
U.S. corporate debt securities            15,856,460           383,121              -         16,239,581
U.S. Government obligations                2,061,239            32,191              -          2,093,430
                                        ------------          --------        -------        -----------
  Total long term investments             17,917,699           415,312              -         18,333,011
                                        ------------          --------        -------        -----------

  Total investments                      $53,956,732          $934,026        $11,235        $54,879,523
                                        ============          ========        =======        ===========
</TABLE>

<TABLE>
<CAPTION>
2000 (reclassified)                                                  Unrealized
                                                              -----------------------
                                       Amortized Cost          Gains          Losses    Estimated Fair Value
                                       --------------         --------        -------   --------------------
Short Term
<S>                                      <C>                   <C>             <C>           <C>
U.S. corporate debt securities           $19,904,596           $42,555         $5,057        $19,942,094
U.S. Government obligations                2,040,730             6,646              -          2,047,376
Municipal obligations                      1,502,068             7,032              -          1,509,100
Marketable CDs                             4,185,806               176          2,733          4,183,249
Warrant                                       60,928                 -              -             60,928
                                        ------------          --------        -------        -----------
  Total short term investments            27,694,128            56,409          7,790         27,742,747

Long Term
U.S. corporate debt securities            10,248,574           155,661              -         10,404,235
U.S. Government obligations                8,171,781           144,507              -          8,316,288
Municipal obligations                      5,514,473            19,597              -          5,534,070
                                        ------------          --------        -------        -----------
  Total long term investments             23,934,828           319,765              -         24,254,593
                                        ------------          --------        -------        -----------
  Total investments                      $51,628,956          $376,174         $7,790        $51,997,340
                                        ============          ========        =======        ===========
</TABLE>

     In August 1999, in connection with a Development, Access and License
agreement with a third party, the Company was issued a warrant for 150,000
shares of common stock, with an exercise price of $9.19 per share. In December
2000 and again in September 2001, the Company assessed a decline in market value
of the third party's publicly traded common stock and determined that the
decline in value was other-than-temporary. As a result, the Company recorded as
a component of other income and expense unrealized losses on investments of
$55,110 and $713,971 in the years ended December 31, 2001 and 2000,
respectively. As of December 31, 2001, approximately $6,000 in value remains
recorded as a component of short-term investments. The underlying common stock
of the third party is publicly traded and can be registered at the demand of the
Company any time after June 16, 2000. The warrant expires on June 30, 2002.

                                       56
<PAGE>

J. Accrued Expenses

     Accrued expenses consist of the following at:



<TABLE>
<CAPTION>
                                                                December 31,
                                                      -----------------------------
                                                         2001               2000
                                                      ----------         ----------
                                                      (restated)
<S>                                                   <C>                <C>
          Compensation                                $  834,914         $  782,482
          Special chages (Note T)                      1,540,908                  -
          Royalties                                       77,398            106,634
          Professional services                          162,329            156,854
          Deferred cost benefit                                -            516,600
          Franchise and excise tax                       163,181            301,801
          Merchant services marketing                     12,179            371,321
          Advertising                                          -            329,945
          Other                                          462,536            461,551
                                                      ----------         ----------
          Total                                       $3,253,445         $3,027,188
                                                      ==========         ==========
</TABLE>

K. Convertible Promissory Notes

     On August 29, 1997, the Company entered into a collateralized convertible
note facility with ePresence. The facility was initially for $3,000,000, and was
increased on February 20, 1998 to $7,000,000 and on May 3, 1999 to $10,000,000.
Outstanding amounts under the facility bore interest at a rate equal to the
applicable federal rate under Section 1274 of the Internal Revenue Code of 1986,
as amended, for short-term loans with annual compounding interest for the month
in which such loan was made and were due and payable on June 30, 2000. At
December 31, 1998 and 1999 the interest rate in effect was 4.33%, and 5.74%,
respectively. The outstanding amount of principal and interest was convertible
at the option of ePresence into shares of Series C Convertible Preferred Stock
at a rate of $4.00 per share, subject to adjustment, at any time. The entire
outstanding amount of principal and interest was converted on June 30, 1999
(Note Q). The Company may not borrow any additional amounts under this facility.

     On May 3, 1999, the Company entered into a second collateralized
convertible note facility with ePresence. This facility was subsequently amended
and restated in its entirety on January 26, 2000. The facility was originally
for $5,000,000. Outstanding amounts bear interest at a rate equal to the
applicable federal rate under Section 1274 of the Internal Revenue Code of 1986,
as amended, for short-term loans with annual compounding interest for the month
in which such loan was made and are due and payable on January 1, 2001. At
December 31, 1999, the interest rate in effect was 5.74%. The outstanding amount
of principal and interest was convertible at the option of ePresence into shares
of Series D Convertible Preferred Stock at $7.50 per share, subject to
adjustment, at any time. Subsequent to December 31, 1999, the Company may not
borrow any additional amounts under this facility. As of December 31, 2001 and
2000, there were no amounts due under this facility.

     On June 30, 1999, the Company issued 87,345 shares of Series D Convertible
Preferred Stock to ePresence upon the conversion by ePresence of principal and
interest of $655,089 under this facility. The dollar amount converted
represented an estimate of all of the principal and interest outstanding as of
June 30, 1999. As of July 1, 1999, the Company issued 59,160 additional shares
of Series D Convertible Preferred Stock to ePresence upon the conversion by
ePresence of principal and interest of $443,699 under this facility. The
additional dollar amount converted represented the actual amount of all of the
principal and interest outstanding as of June 30, 1999, after giving effect to
the estimate the Company made on June 30, 1999. This conversion was made by
ePresence to put ePresence and CBS Corporation in the equity ownership position


                                       57
<PAGE>

they would have been in had the actual amount of outstanding principal and
interest at June 30, 1999 been known on June 30, 1999. Subsequent to December
31, 1999, the Company may not borrow any additional amounts under this facility.
As of December 31, 2001 and 2000, there were no amounts due under this facility.

L. Related Parties

     The Company and ePresence entered into a corporate services agreement dated
November 1, 1996 under which ePresence's corporate staff provided certain
administrative services, including financial and accounting and payroll advice,
treasury, tax and insurance services for which the Company paid ePresence a
monthly fee based on the Company's headcount and the level of services provided
by ePresence. Under a revised agreement dated March 7, 2000, ePresence continued
to provide certain administrative, technical support and equipment maintenance
services for the Company. On March 7, 2001, the agreement expired.

     The Company and ePresence entered into a new corporate services agreement
dated March 7, 2002, under which ePresence will provide the Company with
telephone service and support for an amount of $75,000 per year. The new
agreement includes past services incurred since the March 7, 2001 expiration of
the previous agreement, as well as future telephone services through February
28, 2003. As of December 31, 2001, the Company had accrued expenses of $62,500
related to these unbilled services. For services provided prior to the
expiration of the agreements, Switchboard was charged $29,166, $195,128 and
$295,788 in 2001, 2000 and 1999, respectively. Management believes that the
service fees charged by ePresence are reasonable and that such fees are
representative of the expenses the Company would have incurred on a stand-alone
basis.

     For additional items such as legal support and support in financing and
acquisition transactions, the Company is charged based on ePresence's labor
costs for the employee performing the services. Further, the Company reimburses
ePresence for its pro rata share of employee benefit plan expenses.

     The Company leases the space it occupies under a sublease entered into in
January 2001. Under the sublease, the Company paid approximately $488,069 to
ePresence during 2001. Previous to this sublease agreement, the Company paid
ePresence rent in an amount that was approximately equal to its pro rata share
of ePresence's rent and occupancy costs. The Company's share of ePresence's rent
and occupancy costs was $51,102, $288,038 and $195,156 in 2001, 2000 and 1999,
respectively.

     Certain directors of the Company hold positions as officers or directors of
ePresence. The Chairman of the Board of Directors of the Company is also
Chairman of the Board of Directors, President and Chief Executive Officer of
ePresence. One director of the Company is Senior Vice President and Chief
Financial Officer of ePresence. Another director of the Company is also a
director of ePresence. In 2001, 2000 and 1999, no compensation was paid to these
directors by the Company for their services other than option grants under the
Company's equity incentive plans.

M. Restructuring of Viacom Relationship

     In 1999, the Company and Viacom Inc. ("Viacom", formerly CBS Corporation)
consummated a number of agreements under which Viacom acquired a 35% equity
stake in Switchboard, through the issuance of 7,468,560 shares of the Company's
common stock and one share of Series E Special Voting Preferred Stock (Note Q).
In exchange, the Company received $5,000,000 in cash and the right to receive
advertising and promotional value over a term of seven years, across the full
range of CBS media properties, as well as those of its radio and outdoor


                                       58
<PAGE>

subsidiary, Infinity Broadcasting Corporation. As part of the transactions,
Viacom was also issued warrants to purchase up to an additional 1,066,937 shares
of the Company's common stock at a per share exercise price of $1.00, which
would have increased its ownership position in the Company to 40% at the time of
the transaction. The number of shares of common stock and warrants issued to
Viacom were subject to adjustment in the event of certain future issuances of
securities by the Company.

     The Advertising and Promotion Agreement dated as of June 30, 1999 among the
Company, ePresence and Viacom provided advertising with a future value of $95
million to the Company over a seven-year period, subject to one year renewals
upon the mutual written agreement of the Company, ePresence and Viacom. The net
present value of the advertising was recorded as a contribution receivable for
the common stock issued. The contribution receivable was reduced as the Company
utilized advertising based on the proportion of advertising provided to the
total amount to be provided over the seven-year term.

     The Company was required to pay Viacom a 25% commission on the net
advertising revenues derived from the sale of advertising displayed to Viacom
users through the co-branded interfaces or vertical guides during the term of
the agreement. Additionally, the Company was required to pay a 12% sales
commission for advertising sold by Viacom on the Company's Web site, or on
advertisements displayed to Viacom users through co-branded interfaces or
vertical guides.

     Viacom and the Company also entered into a License Agreement dated as of
June 30, 1999 which provided a ten-year license, subject to extension, to the
Company for the utilization of the CBS trademarks in identifying, marketing and
promoting the Company's Web site.

     Additionally, ePresence issued a common stock purchase warrant to Viacom on
June 30, 1999, whereby Viacom received warrants to purchase 250,000 shares of
ePresence's common stock at $11.27 per share. The Company recorded the fair
value of the ePresence warrants based on the Black-Scholes option pricing model
as a common stock issuance cost of $375,000.

     In August 2001, the Company entered into a restructuring agreement with
Viacom and ePresence, under which, among other things, the Company agreed to
terminate its right to the placement of advertising on Viacom's CBS properties
with an expected net present value of approximately $44,523,937 in exchange for,
primarily, the reconveyance by Viacom to the Company of 7,488,560 shares of the
Company's common stock, the cancellation of warrants held by Viacom to purchase
533,469 shares of the Company's common stock and the reconveyance to the Company
of the one outstanding share of the Company's series E special voting preferred
stock. In addition, as part of the restructuring of the Company's relationship
with Viacom, its license to use specified CBS trademarks terminated on January
26, 2002.

     On October 26, 2001, the Company obtained approval for the restructuring
agreement by its stockholders and closed the transactions contemplated by the
restructuring agreement. At the closing, the two individuals who had been
elected directors by Viacom pursuant to Viacom's rights as the holder of the
Company's special voting preferred stock resigned as directors of the Company.
Due to the reduction in the number of outstanding shares of the Company's stock
associated with the closing, ePresence became the Company's majority
stockholder, beneficially owning approximately 54% of the Company's outstanding
stock.

     In connection with the termination of its advertising and promotion
agreement with Viacom, the Company recorded a one-time, non-cash accounting loss
of $22,203,422 in the Company's 2001 statement of operations. The non-cash
accounting loss resulted from the difference between the net present value of
the Company's remaining advertising rights with Viacom, which were terminated,
and the value of the shares of the Company's common and preferred stock that
were reconveyed and the warrants that were cancelled. The Company determined the
value of the 7,488,560 shares of common stock reconveyed and one share of
preferred stock cancelled to be $20,967,971 using the closing market price of
the Company's common stock of $2.80 per share on October 26, 2001. The Company
used the Black-Scholes warrant pricing model to determine a value of $1,352,544
attributable to the canceled warrants.

                                       59
<PAGE>

     Subsequently, on February 27, 2002, Viacom exercised its warrant pursuant
to a cashless exercise provision in the warrant, resulting in the net issuance
of 386,302 shares of common stock. Additionally, on March 12, 2002, the Company
repurchased such 386,302 shares of common stock from Viacom at a price of $3.25
per share. The Company will account for these shares as treasury stock.

N. Commitments and Contingencies

     The Company leases facilities and certain equipment under non-cancelable
lease agreements which expire at various dates through March of 2005. Under
these agreements, the Company is obligated to pay for utilities, taxes,
insurance and maintenance. Excluding rent paid to ePresence (Note L), the
Company recorded rent expense of $356,958 and $100,437 in the years ended
December 31, 2001 and 2000, respectively. Under various agreements, the Company
paid rent of approximately $539,171, $288,038 and $195,156 in 2001, 2000 and
1999 to ePresence, respectively. In addition, the Company has entered into
certain license agreements, under which the Company is required to pay minimum
royalty payments through December 2002.

     At December 31, 2001, future minimum lease payments under operating leases
and license agreements with minimum terms exceeding one year are as follows:



<TABLE>
<S>                                          <C>
             2002                            $1,220,149
             2003                               185,964
             2004                               156,825
             2005                                38,809
             -----------------------------   ----------
             Total future minimum payments   $1,601,747
                                             ==========
</TABLE>

     On November 21, 2001, a class action lawsuit was filed in the United States
District Court for the Southern District of New York naming as defendants
Switchboard, the managing underwriters of Switchboard's initial public offering,
Douglas J. Greenlaw, Dean Polnerow, and John P. Jewett. Mr. Greenlaw and Mr.
Polnerow are officers of Switchboard, and Mr. Jewett is a former officer of
Switchboard. The complaint is captioned Kristina Ly v. Switchboard Incorporated,
et al., 01-CV-10595. The complaint alleges that the registration statement and
final prospectus relating to Switchboard's initial public offering contained
material misrepresentations and/or omissions related, in part, to excessive and
undisclosed commissions allegedly received by the underwriters from investors to
whom the underwriters allegedly allocated shares of the initial public offering.
The complaint seeks an unspecified amount of damages. This class action lawsuit
is similar to over 300 others filed recently against companies that went public
between 1998 to 2000. Switchboard believes the claims against it and its
officers, former officers and directors are without merit and intends to defend
them vigorously.

     The Company is currently involved in other legal proceedings that are
incidental to the conduct of its business, none of which it believes could
reasonably be expected to have a materially adverse effect on the Company's
financial condition.

O. Income Taxes

     The provision for income taxes consists of the following:



<TABLE>
<CAPTION>
                                               Years Ended December 31,
                                    ------------------------------------------
                                        2001            2000           1999
                                    ------------    -----------    -----------
                                     (restated)
<S>                                 <C>             <C>            <C>
         Deferred tax benefit       $          -    $         -    $         -
         Unbenefited losses                    -              -              -
                                    ------------    -----------    -----------
                                    $          -    $         -    $         -
                                    ============    ===========    ===========
</TABLE>

                                       60
<PAGE>

     The Company's effective tax rate varied from the statutory rate as follows:



<TABLE>
<CAPTION>
                                                             Years Ended December 31,
                                                    --------------------------------------
                                                     2001           2000            1999
                                                    -------        -------         -------
                                                  (restated)
<S>                                                 <C>            <C>             <C>
        Federal income tax rate                     (35.0)%        (34.0)%         (34.0)%
        State taxes                                  (6.0)%         (6.5)%          (5.0)%
        Non-deductible goodwill amortization          1.2              - %             - %
        Use of net operating losses by ePresence        - %            - %           5.8 %
        Valuation allowance                          36.5 %         40.2 %          33.2 %
        Other                                         3.3 %          0.3 %             - %
                                                    -------        -------         -------
          Effective rate                              0.0 %          0.0 %           0.0 %
                                                    =======        =======         =======
</TABLE>

     In assessing the realizability of deferred tax assets, the Company
considers whether it is more likely than not that some or all of the deferred
tax assets will not be realized. The Company believes that sufficient
uncertainty exists regarding the realizability of the deferred tax assets such
that a valuation of $38,573,697 and $14,201,000 for December 31, 2001 and 2000,
respectively, has been established for deferred tax assets. The components of
the net deferred tax assets (liabilities) and the related valuation allowance
are as follows:


<TABLE>
<CAPTION>
                                                             December 31,
                                                 ---------------------------------
                                                    2001                  2000
                                                 -----------          ------------
                                                 (restated)
     Deferred tax assets:
<S>                                              <C>                  <C>
     Net operating loss carryforwards            $29,350,000          $ 11,737,000
     AOL impairment                                4,827,000                     -
     Other deferred tax assets                     4,397,000             2,464,000
                                                 -----------          ------------
                                                  38,574,000            14,201,000

     Less valuation allowance                    (38,574,000)          (14,201,000)
                                                 -----------          ------------
     Net deferred tax assets                     $         -          $          -
                                                 ===========          ============
</TABLE>

     As of December 31, 2001, the Company has net operating loss carryforwards
for federal and state tax purposes of approximately $70,100,000 and $76,350,000,
respectively. The federal and state net operating loss carryforwards will begin
to expire in 2012 and 2002, respectively. Ownership changes resulting from the
Company's issuance of capital stock may limit the amount of net operating loss
carryforwards that can be utilized annually to offset future taxable income.

P. Common Stock and Common Stock Warrants

     In November 1997, the Company entered into a technology development and
marketing agreement with a software provider. Under the terms of the agreement,
the Company received certain rights in the technology of the software provider


                                       61
<PAGE>

and certain services from the software provider to further develop the
technology. Upon the initial delivery of the technology, the Company issued a
warrant to purchase 300,000 shares of common stock at $2.00 per share. The
warrants were fully vested at the issue date. The fair value of the warrant at
the time of issuance was estimated to be $192,600 using the Black-Scholes option
pricing model. The fair value was recorded as product development expense at the
date of issuance, because the technology had not reached technological
feasibility. In October 2000, the software provider exercised its warrant
pursuant to a "cashless" exercise resulting in the issuance of 188,372 shares to
the software provider.

     The agreement with the software provider provided for an additional
issuance of equity in the Company upon delivery of the next release of the
technology in accordance with jointly developed specifications, either in the
form of a warrant or shares of common stock. In May 1999, Switchboard issued
140,000 shares of common stock to the software provider upon acceptance of the
technology by the Company. The Company capitalized $1,050,000, the fair value of
its common stock on the date of issuance, as the technology had reached
technological feasibility, and amortized that value over a two-year period,
which ended in May 2001.

     In March 1999, in connection with a co-branded Web site and linking
agreement ("Web site Agreement") with a joint venture customer, the Company
issued a series of warrants for 385,000 shares of common stock at $8.00 per
share. At the execution of the Web site Agreement, warrants to purchase up to an
aggregate of 233,750 shares of common stock vested immediately ("Initial
Warrants"). The warrants for the remaining shares ("Additional Warrants") vested
on December 31, 1999. The value of the Initial Warrants was estimated to be
$200,558 on the date of issuance using the Black-Scholes option pricing model
and was amortized as sales and marketing expense over the nineteen-month term of
the Web site Agreement. The value of the Additional Warrants was estimated to be
$129,773 on the date of issuance using the Black-Scholes option pricing model.
The value of the Additional Warrants was adjusted to market at each balance
sheet date until December 31, 1999 and was amortized as sales and marketing
expense over the 19 month term of the Web site Agreement. The Web site Agreement
expired in October 2000. As of December 31, 2001, 385,000 warrants remained
outstanding, and the value of the Additional Warrants was fully amortized. On
March 31, 2002, the Initial Warrants and Additional Warrants all expired without
having been exercised in whole or in part.


                                       62
<PAGE>

Q. Preferred Stock and Preferred Stock Warrants

     A summary of redeemable convertible preferred stock activity for the year
ended December 31, 2000 is as follows:



<TABLE>
<CAPTION>
                           Series A Redeemable          Series C Redeemable Convertible        Series D Redeemable
                       Convertible Preferred Stock              Preferred Stock            Convertible Preferred Stock
                       ---------------------------      -------------------------------    ---------------------------
                           Shares         Amount           Shares            Amount           Shares        Amount         Total
                         ---------      ----------        ---------       -----------        --------     ----------    -----------
<S>                        <C>          <C>               <C>             <C>                 <C>         <C>           <C>
Balance at December        750,000      $3,973,386        2,655,916       $11,189,047         146,505     $1,157,137    $16,319,570
31, 1999
Accrued dividends for
preferred stockholders                      55,151                            195,264                         20,200        270,615
Conversion of
preferred stock into
common stock              (750,000)     (4,028,537)      (2,655,916)      (11,384,311)       (146,505)    (1,177,337)   (16,590,185)
                         ---------      ----------       ----------       -----------        --------     ----------   ------------
Balance at December
  31, 2000                       -             $ -                -               $ -               -            $ -            $ -
                         =========      ==========       ==========       ===========        ========     ==========   ============
</TABLE>

     In 1996, the Company issued 750,000 shares of Series A Convertible
Preferred Stock, $0.01 par value per share ("Series A Preferred Stock"), at
$4.00 per share for total consideration of $3,000,000. In 1999, the Company
issued an aggregate of 2,655,916 shares of Series C Convertible Preferred Stock,
$0.01 par value per share ("Series C Preferred Stock"), and an aggregate of
146,505 shares of Series D Convertible Preferred Stock, $0.01 par value per
share ("Series D Preferred Stock"), upon the conversion of outstanding
convertible promissory notes outstanding (Note K). Also in 1999, the Company
issued one share of Series E Special Voting Preferred Stock, $0.01 par value per
share ("Series E Preferred Stock"), to Viacom in connection with the Advertising
and Promotion and License Agreements entered into between the Company and Viacom
in June 1999. (Note M). The Company has never issued shares of Series B
Convertible Preferred Stock, $0.01 par value per share.

     Effective as of the closing on March 7, 2000 of the Company's initial
public offering of shares of its common stock, the outstanding shares of the
Company's Series A Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock automatically converted into an aggregate of 3,552,421 shares of
common stock. Also effective as of the closing of the Company's initial public
offering of shares of its common stock, the Company amended and restated its
Certificate of Incorporation. Under that Amended and Restated Certificate of
Incorporation, the Company is authorized to issue 5,000,000 shares of Preferred
Stock, $0.01 par value, of which one share is designated as Series E Preferred
Stock. Upon the closing of the transactions contemplated by the restructuring
agreement between the Company, Viacom and ePresence, the share of Series E
Preferred Stock automatically converted into one share of the Company's common
stock, which was reconveyed to the Company. The converted share of Series E
Preferred Stock was restored to the status of authorized and unissued preferred
stock in January 2002.

     Other than the special voting rights described in the next paragraph, the
share of Series E Preferred Stock had the rights, preferences, powers,
privileges and restrictions of one share of the Company's common stock, $0.01
par value per share.

     The share of Series E Preferred Stock entitled Viacom to elect that number
of directors to the Company's board of directors, rounded down, which equaled
Viacom's fully diluted percentage ownership of the Company, up to a maximum of
the number of directors which would constitute a minority of the authorized
number of members of the board.

                                       63
<PAGE>

     Viacom's right to elect directors terminated upon the closing of the
agreements contemplated by the restructuring agreement between the Company,
Viacom Inc. and ePresence, Inc. At the closing, the two individuals who had been
elected directors by Viacom pursuant to Viacom's rights as the holder of the
Company's special voting preferred stock resigned as directors of the Company.

R. Stock Option Plans

     In November 2000, with its acquisition of Envenue, the Company adopted the
2000 Non-Statutory Stock Option Plan ("2000 Non-Statutory Plan"). A total of
446,000 shares of common stock have been reserved for issuance under the 2000
Non-Statutory Plan. As of December 31, 2001, options to purchase 108,665 shares
were issued and outstanding under the 2000 Non-Statutory Plan.

     In October 1999, the Company adopted the 1999 Stock Incentive Plan (the
"1999 Option Plan"). A total of 3,043,605 shares of common stock have been
reserved for issuance under the 1999 Option Plan. As of December 31, 2001,
options to purchase 1,642,130 shares were issued and outstanding under the 1999
Option Plan.

     Switchboard also has the 1996 Stock Incentive Plan (the "1996 Option
Plan"), which provides for the issuance of options to purchase 2,731,395 shares
of Switchboard's common stock. As of December 31, 2001, options to purchase
2,455,285 shares were issued and outstanding under the 1996 Option Plan.

     Generally, options under the 1996, 1999 and 2000 Non-Statutory Option Plans
vest over four years and have a maximum term of ten years. All options are fully
exercisable upon the date of grant into shares of restricted stock, for which
the restrictions laps over in accordance with the vesting under the original
stock option grant.


<TABLE>
<CAPTION>
                                                                                          Weighted Average
                                                                               Shares      Exercise Price
                                                                              ---------   ----------------
<S>                                     <C> <C>                               <C>              <C>
Outstanding and exercisable at December 31, 1998                              1,162,875        $1.49
Granted                                                                       1,972,950         8.67
Exercised                                                                      (42,124)         1.87
Canceled                                                                      (142,101)         2.66
                                                                              ---------         ----
Outstanding and exercisable at December 31, 1999                              2,951,600         6.23
Granted                                                                       1,005,730         7.31
Exercised                                                                     (147,036)         3.80
Canceled                                                                      (284,214)         7.99
                                                                              ---------         ----
Outstanding and exercisable at December 31, 2000                              3,526,080         6.50
Granted                                                                       1,359,000         4.16
Exercised                                                                      (73,700)         1.00
Canceled                                                                      (605,300)         5.76
                                                                              ---------         ----
Outstanding and exercisable at December 31, 2001                              4,206,080        $5.95
                                                                              =========        =====
</TABLE>

     As of December 31, 2001, 1,401,475 shares and 337,335 shares were available
for grant under the 1999 Option Plan and the 2000 Non-Statutory Plan,
respectively. There were no shares available for grant under the 1996 Option
Plan.

                                       64
<PAGE>

     The following table summarizes information about the stock options at
December 31, 2001:

<TABLE>
<CAPTION>
                                             Options Outstanding         Options Vested and Exercisable
                                        -----------------------------   --------------------------------
                                         Weighted
                                          Average
                                         Remaining        Weighted                           Weighted
     Range of            Number         Contractual       Average        Number Vested       Average
  Exercise Prices     Outstanding          Life        Exercise Price   and Exercisable   Exercise Price
  ---------------     -----------       -----------    --------------   ---------------   --------------
<S>                    <C>                <C>              <C>             <C>               <C>
  $1.00 - $2.53         1,094,200          6.62             $1.49           729,300           $1.32
  $2.63 - $5.19         1,066,665          9.11             $4.82            86,875           $3.32
  $5.34 - $8.94           517,550          7.78             $7.75           172,916           $7.83
  $9.00 - $11.00        1,527,665          7.84             $9.31           719,391           $9.29
</TABLE>

     Had compensation cost for the Company's stock option plans been determined
based on the fair value at the grant date for awards in 2001, 2000 and 1999,
consistent with the provisions of SFAS No. 123, the Company's net loss and basic
and diluted net loss per share would have been increased to the pro forma
amounts indicated below:

<TABLE>
<CAPTION>
                                                                          Year Ended December 31,
                                            -------------------------------------------------------------------------------------
                                                       2001                         2000                          1999
                                            --------------------------   ---------------------------   --------------------------
                                            As Reported    Pro Forma     As Reported     Pro Forma     As Reported    Pro Forma
                                            ------------  ------------   ------------   ------------   -----------   ------------
                                             (restated)    (restated)
Net loss attributed to common stockholders
<S>                                         <C>           <C>            <C>            <C>            <C>           <C>
   stockholders                             $(66,753,802) $(72,321,528)  $(17,288,268)  $(23,129,949)  $(9,743,628)  $(11,775,751)
Basic and diluted loss per share                  $(2.83)       $(3.07)        $(0.75)        $(1.01)       $(0.89)        $(1.08)
</TABLE>

     The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted average
assumptions used for grants in each of the following periods:

<TABLE>
<CAPTION>
                                           Year Ended December 31,
                                      --------------------------------
                                        2001        2000        1999
                                      -------      -------     -------
<S>                                  <C>          <C>         <C>
Dividend yield                             0%           0%          0%
Expected volatility                      130%         100%         90%
Risk free interest rate                  4.3%         6.2%        5.7%
Expected lives                        4 years      4 years     5 years
</TABLE>

     The weighted average grant date fair values using the Black-Scholes option
pricing model were $3.99, $5.85 and $6.87 during the years ended December 31,
2001, 2000 and 1999, respectively. The effects of applying SFAS No. 123 in this
disclosure were not indicative of future amounts. Additional grants in future
years are anticipated.

     In June 2001, the Company issued a director and officer of the Company
options to purchase 150,000 shares of its common stock under the 1999 Option
Plan at a price below market value. The Company recorded $437,000 in value
resulting from the difference between the market value on the date of grant of
$3.91 per share and the $1.00 per share exercise price as unearned compensation
as a component of Stockholders' Equity. The Company is amortizing this amount
over the two-year and nine-month vesting period. In 2001, the Company recognized
$102,000 of amortization expense.

                                       65
<PAGE>

     In 1999, the Board of Directors adopted the 1999 Employee Stock Purchase
Plan (the "Purchase Plan"). A total of 300,000 shares of the Company's common
stock have been reserved for issuance to eligible employees under the Purchase
Plan. Under the Purchase Plan, the Company is authorized to make a series of
offerings during which employees may purchase shares of common stock through
payroll deductions made over the term of the offering. The per-share purchase
price at the end of each offering is equal to 85% of the fair market value of
the common stock at the beginning or end of the offering period (as defined by
the Purchase Plan), whichever is lower. As of December 31, 2001, 56,902 shares
of common stock were issued under the Purchase Plan.

S. Capital Lease

     In March 2001, the Company entered into a computer equipment sale-leaseback
agreement with Fleet Capital Corporation under which the Company was able to
lease up to $3.0 million of equipment. Under the agreement, the Company will
lease computer equipment over a three-year period ending on June 28, 2004. As of
December 31, 2001, the Company has utilized $1,100,652 of this lease facility.
The Company did not record a gain on these transactions. The period in which the
Company was able to draw down additional amounts against the lease has expired,
and thus the remaining lease facility is no longer available to the Company.
Upon the expiration of the lease, the Company has the option to purchase the
leased assets for one dollar. The agreement has an estimated effective annual
percentage rate of approximately 7.90%. Under the terms of the agreement, the
Company is required to maintain on deposit with Fleet National Bank a
compensating balance, restricted as to use. The compensating balance is adjusted
on a quarterly basis to an amount equal to the principal outstanding under the
lease. As of December 31, 2001, the Company recorded $874,495 as restricted
cash. The Company has accounted for the transaction as a capital lease. The
Company anticipates total payments under the lease will be $413,119, $413,119
and $134,002, of which $56,162, $27,017 and $2,321 is for interest, during the
years ended December 31, 2002, 2003 and 2004, respectively.

T. Special Charges

     In the three months ended December 31, 2001, the Company recorded net
pre-tax special charges of approximately $17.3 million, comprised primarily of
$15.6 million for the impairment of certain assets, $1.0 million for costs
related to facility closures and $700,000 in severance costs related to the
reduction of approximately 21% of the Company's workforce. The restructuring
resulted in 21 employee separations.

     Included in the $15.6 million impairment charge for certain assets is an
amount recorded for the impairment of the unamortized portion of the value of
the common stock issued and amounts prepaid to AOL. The Company assessed the
value of its assets related to its AOL Directory Agreement for impairment as
revenues were lower at the end of the first year of the Directory Agreement than
originally anticipated. Based upon impairment analysis which indicated that the
carrying amount of these assets would not be fully recovered through estimated
undiscounted future operating cash flows, a charge of $11.7 million was recorded
as an additional component of special charges during 2001. The impairment was
measured as the amount by which the carrying amount of these assets exceeded the
present value of the estimated discounted future cash flows attributable to
these assets.

                                       66
<PAGE>

     In December 2001, the Company exercised its rights under the Envenue
acquisition agreement to substantially reduce the funding of Envenue. The
Company evaluated the carrying value of its goodwill in Envenue, and determined
it would not be fully recovered through estimated undiscounted future operating
cash flows. As a result during the three months ending December 31, 2001, the
Company recorded as a component of the $15.6 million impairment charge for
certain assets an impairment charge of $1.9 million related to the Envenue
goodwill. The impairment was measured as the amount by which the carrying amount
of these assets exceeded the present value of the estimated discounted future
cash flows attributable to these assets.

     Also included in the impairment charge for certain assets are amounts
related to prepaid advertising expenses. As a result of our change in overall
strategy from a destination site to a technology provider, the Company no longer
considers this prepaid advertising to be complementary to our corporate
strategy. Accordingly, the Company has recorded $1.4 million for the impairment
of these prepaid advertising assets.

     Of the total $17.3 million charge, $1.6 million is cash related, of which
approximately $100,000 was expended in the year ended December 31, 2001. The
Company has recorded a remaining liability of $1.5 million on its balance sheet
as of December 31, 2001. Of the remaining $1.5 million liabilities, the Company
expects to spend approximately $1.2 million in 2002, with the remainder to be
paid through December of 2005.


                                       67
<PAGE>

U. Quarterly Results of Operations (unaudited)

     In thousands except per share data:

<TABLE>
<CAPTION>
2001 Quarters Ended As Restated (See Note C)               Mar 31,    Jun 30,      Sep 30,       Dec 31,(a)
--------------------------------------------               -------    -------     ---------      --------
<S>                                                        <C>        <C>          <C>           <C>
    Revenue                                                $ 2,551    $ 3,818      $  3,171      $  3,787
    Gross profit                                           $ 1,701    $ 2,977      $  2,318      $  2,812
    Operating loss                                         $(8,591)   $(6,355)     $(11,850)     $(43,178)
    Net loss attributable to common stockholders           $(7,682)   $(5,479)     $(11,065)     $(42,528)
    Basic and diluted net loss per share                    $(0.31)    $(0.22)       $(0.44)       $(2.18)
</TABLE>

<TABLE>
<CAPTION>
2001 Quarters Ended (as previously reported)               Mar 31,    Jun 30,      Sep 30,       Dec 31,
--------------------------------------------               -------    -------     ---------      --------
<S>                                                        <C>        <C>          <C>           <C>
    Revenue                                                $ 4,270    $ 4,798      $  3,171      $  3,787
    Gross profit                                           $ 3,377    $ 4,001      $  2,318      $  2,812
    Operating loss                                         $(8,154)   $(6,659)     $(13,134)     $(34,687)
    Net loss attributable to common stockholders           $(7,245)   $(5,782)     $(12,349)     $(34,037)
    Basic and diluted net loss per share                    $(0.28)    $(0.22)       $(0.48)       $(1.68)
</TABLE>

<TABLE>
<CAPTION>
2000 Quarters Ended                                        Mar 31,    Jun 30,      Sep 30,       Dec 31,
--------------------------------------------               -------    -------     ---------      --------
<S>                                                        <C>        <C>           <C>           <C>
    Revenue                                                $ 3,818    $ 4,766       $ 5,700       $ 6,026
    Gross profit                                           $ 3,058    $ 3,856       $ 4,849       $ 5,057
    Operating loss                                         $(7,181)   $(3,607)      $(3,994)      $(5,926)
    Net loss attributable to common stockholders           $(7,157)   $(2,219)      $(2,504)      $(5,408)
    Basic and diluted net loss per share                    $(0.41)    $(0.09)       $(0.10)       $(0.22)
</TABLE>

(a) Operating loss and net loss attributable to common stockholders in the
fiscal quarter ended December 31, 2001 includes a $22.2 million non-cash loss on
Viacom transaction (See Note M.) and a $17.3 million special charges (See Note
T.).

V. Subsequent Event

     In January 2002, the Company recorded a note receivable from an officer and
member of its Board of Directors for approximately $1.5 million arising from the
issuance of 450,000 shares of its common stock to that individual. The note
bears interest at a rate of 4.875%, compounding annually, and is 100% recourse
as to principal and interest. The note is payable upon the earlier of the
occurrence of the sale of all or part of the restricted shares by the issuer of
the note, or January 4, 2008. In 2002, the Company recorded $1,467,000 as a note
receivable within stockholders' equity.


                                       68
<PAGE>


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     On December 3, 2001, Switchboard filed a Current Report on Form 8-K dated
November 27, 2001 reporting under Item 4 that Switchboard had dismissed
PricewaterhouseCoopers LLP and had engaged Arthur Andersen LLP as its
independent accountants.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     See "Executive Officers of the Registrant" in Part I of this Annual Report
on Form 10-K. The information required by Items 401 and 405 of Regulation S-K
and appearing in our definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on May 16, 2002, which will be filed with the Securities
and Exchange Commission not later than 120 days after December 31, 2001, is
incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

     The information required by Item 402 of Regulation S-K and appearing in our
definitive Proxy Statement for the Annual Meeting of Stockholders to be held on
May 16, 2002, which will be filed with the Securities and Exchange Commission
not later than 120 days after December 31, 2001, is incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

     The information required by Item 403 of Regulation S-K and appearing in our
definitive Proxy Statement for the Annual Meeting of Stockholders to be held on
May 16, 2002, which will be filed with the Securities and Exchange Commission
not later than 120 days after December 31, 2001, is incorporated herein by
reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by Item 404 of Regulation S-K and appearing in our
definitive Proxy Statement for the Annual Meeting of Stockholders to be held on
May 16, 2002, which will be filed with the Securities and Exchange Commission
not later than 120 days after December 31, 2001, is incorporated herein by
reference.

                                       69
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of or are included in this Annual
Report on Form 10-K:

1.   Financial Statements:

     * Consolidated Balance Sheets as of December 31, 2001 and 2000. *
     Consolidated Statements of Operations for the years ended December 31,
         2001, 2000 and 1999.
     *   Consolidated Statements of Stockholders' (Deficit) Equity for the years
         ended December 31, 2001, 2000 and 1999.
     *   Consolidated Statements of Cash Flows for the years ended December 31,
         2001, 2000 and 1999.
     *   Notes to Consolidated Financial Statements.
     *   Report of Independent Accountants for the years ended December 31,
         2001, 2000 and 1999.
     *   Selected Financial Data for the years ended December 31, 2001, 2000 and
         1999.

2.   Financial Statement Schedules:

     *   Report of Ernst & Young LLP, Independent Accountants, for the year
         ended December 31, 2001.
     *   Report of PricewaterhouseCoopers LLP, Independent Accountants, for the
         years ended December 31, 2000 and 1999.
     *   Schedule II--Valuation and Qualifying Accounts.
     *   Schedules other than the one listed above have been omitted since they
         are either not required, not applicable or the information is otherwise
         included.

3.   Listing of Exhibits:

     The Exhibits filed as part of this Annual Report on Form 10-K are listed on
the Exhibit Index immediately preceding such Exhibits, which Exhibit Index is
incorporated herein by reference. Documents listed on such Exhibit Index, except
for documents identified by footnotes, are being filed as exhibits herewith.
Documents identified by footnotes are not being filed herewith and, pursuant to
Rule 12b-32 under the Securities Exchange Act of 1934, reference is made to such
documents as previously filed as exhibits with the Securities and Exchange
Commission. Switchboard's file number under the Securities Exchange Act of 1934
is 000-28871.

(b)  Reports on Form 8-K.

     On November 5, 2001, Switchboard filed a Current Report on Form 8-K dated
October 26, 2001 reporting under Item 1 (Changes in Control of Registrant) that
a change in control of Switchboard occurred as a result of the October 26, 2001
closing of transactions contemplated by the restructuring agreement dated as of
August 22, 2001 among Switchboard, Viacom Inc. and ePresence, Inc.

     On December 3, 2001, Switchboard filed a Current Report on Form 8-K dated
November 27, 2001 reporting under Item 4 (Changes in Registrant's Certifying
Accountants) that on November 27, 2001 Switchboard had dismissed
PricewaterhouseCoopers LLP and had engaged Arthur Andersen LLP, as its
independent accountants.


                                       70
<PAGE>

                                   SCHEDULE II

                            SWITCHBOARD INCORPORATED
                        VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


<TABLE>
<CAPTION>
                                                               Additions
                                          Balance at          Charged to
                                        Beginning of          Costs and                       Balance at End
        Description                        Period              Expenses       Deductions        of Period
-------------------------------         ------------          ----------      ----------      --------------
Year Ended December 31, 2001
            (restated)

<S>                                       <C>                 <C>              <C>              <C>
  Reserve for doubtful accounts           $401,878            $923,915         $825,482         $500,311

Year Ended December 31, 2000:

  Reserve for doubtful accounts           $162,183            $509,394         $269,699         $401,878

Year Ended December 31, 1999:

  Reserve for doubtful accounts           $300,000            $117,702         $255,519         $162,183
</TABLE>


                                       71
<PAGE>

                      Report of Independent Accountants on
                         Financial Statement Schedules

To the Board of Directors and Stockholders
of Switchboard Incorporated:

     Our audits of the consolidated financial statements referred to in our
report dated February 1, 2001 appearing in the Switchboard, Inc. Form 10-K/A
also included an audit of the financial statement schedules listed in Item
14(a)(2) of this Form 10-K/A for each of the two years in the period ended
December 31, 2000. In our opinion, these financial statement schedules present
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts
February 1, 2001



                                       72
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: September 19, 2002          SWITCHBOARD INCORPORATED

                                   By:/s/ Robert P. Orlando
                                      ---------------------
                                      Robert P. Orlando
                                      Vice President and Chief Financial Officer



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
       Name                                        Title                                      Date
------------------------         -----------------------------------------------       ------------------
<S>                              <C>                                                  <C>
/s/ Douglas Greenlaw             Chief Executive Officer and Director (Principal       September 19, 2002
--------------------             Executive Officer)
Douglas Greenlaw


/s/ Dean Polnerow                President and Director                                September 19, 2002
-----------------
Dean Polnerow


/s/ Robert P. Orlando            Vice President and Chief Financial Officer            September 19, 2002
---------------------            (Principal Financial Officer and Principal
Robert P. Orlando                Accounting Officer)


/s/ William P. Ferry             Chairman of the Board of Directors                    September 19, 2002
--------------------
William P. Ferry


/s/ Richard M. Spaulding         Director                                              September 19, 2002
------------------------
Richard M. Spaulding


/s/ David N. Strohm              Director                                              September 19, 2002
-------------------
David N. Strohm

/s/ Robert M. Wadsworth          Director                                              September 19, 2002
-----------------------
Robert M. Wadsworth
</TABLE>


                                       73
<PAGE>


                                 CERTIFICATIONS

I, Douglas J. Greenlaw, certify that:

1.  I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of
    Switchboard Incorporated;

2.  Based on my knowledge, this Amendment No. 1 to Annual Report on Form
    10-K does not contain any untrue statement of a material fact or omit
    to state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were made, not
    misleading with respect to the period covered by this Amendment No. 1
    to Annual Report on Form 10-K; and

3.  Based on my knowledge, the financial statements, and other financial
    information included in this Amendment No. 1 to Annual Report on Form
    10-K, fairly present in all material respects the financial condition,
    results of operations and cash flows of Switchboard Incorporated as of,
    and for, the periods presented in this Amendment No. 1 to Annual Report
    on Form 10-K.

Date:  September 19, 2002           /s/Douglas J. Greenlaw
                                    ----------------------
                                    Douglas J. Greenlaw
                                    Chief Executive Officer
                                    (principal executive officer)



I, Robert P. Orlando, certify that:

1.  I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of
    Switchboard Incorporated;

2.  Based on my knowledge, this Amendment No. 1 to Annual Report on Form
    10-K does not contain any untrue statement of a material fact or omit
    to state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were made, not
    misleading with respect to the period covered by this Amendment No. 1
    to Annual Report on Form 10-K; and

3.  Based on my knowledge, the financial statements, and other financial
    information included in this Amendment No. 1 to Annual Report on Form
    10-K, fairly present in all material respects the financial condition,
    results of operations and cash flows of Switchboard Incorporated as of,
    and for, the periods presented in this Amendment No. 1 to Annual Report
    on Form 10-K.

Date:  September 19, 2002           /s/Robert P. Orlando
                                    --------------------
                                    Robert P. Orlando
                                    Vice President and Chief Financial Officer
                                    (principal financial officer)


                                       74
<PAGE>


                                  EXHIBIT INDEX

Exhibit Number                          Title of Document
--------------   ---------------------------------------------------------------
3.3#             Restated Certificate of Incorporation.
3.5(1)           Amended and Restated By-Laws.
4.1(1)           Specimen certificate for shares of Common Stock, $0.01 par
                 value per share.
10.1(1)*         1996 Stock Incentive Plan, as amended, including forms of stock
                 option agreement for incentive and nonstatutory stock options.
10.2*#           1999 Stock Incentive Plan, as amended, including forms of stock
                 option agreement for incentive and nonstatutory stock options.
10.3(1)*         1999 Employee Stock Purchase Plan.
10.4(1)          Registration Rights Agreement by and between Switchboard
                 Incorporated and CBS Corporation, dated June 30, 1999.
10.5(1)          Financial Reporting Agreement among Switchboard Incorporated,
                 Banyan  Worldwide and CBS Corporation, dated as of January 28,
                 2000.
10.6(2)          Termination of Stockholders' Voting Agreement dated as of
                 January 1, 2001 among Viacom Inc., ePresence, Inc. and
                 Switchboard Incorporated.
10.7(2)+         Letter dated December 6, 2000 from Switchboard Incorporated
                 to Viacom Inc.
10.8(1)          Common Stock Purchase Warrant issued by Switchboard
                 Incorporated to US WEST Dex, Inc., dated March 31, 1999.
10.9(1)          Common Stock Purchase Warrant issued by Switchboard
                 Incorporated to Ameritech Interactive Media, Inc., dated
                 March 31, 1999.
10.10(1)         Common Stock Purchase Warrant issued by Switchboard
                 Incorporated to Intelligent Media Ventures, Inc., dated
                 March 31, 1999.
10.11(1)         Common Stock Purchase Warrant issued by Switchboard
                 Incorporated to SBC Communications Inc., dated April 13, 1999.
10.12(1)         Amended and Restated Registration Rights Agreement, as amended,
                 by and among Switchboard Incorporated, America Online, Inc.,
                 Digital City Inc. and Banyan Worldwide, dated February 20,
                 1998.
10.13(1)         Amended and Restated Registration Rights Agreement by and
                 between Switchboard Incorporated and Banyan Worldwide, dated
                 May 3, 1999.
10.14(1)+        Database License Agreement, as amended, by and between
                 Switchboard Incorporated and infoUSA Inc., dated December 31,
                 1997.
10.15(1)+        Internet Provider Agreement, as amended, by and between
                 Switchboard Incorporated and Etak, Inc., dated November 25,
                 1996.
10.16(3)         Registration Rights Agreement dated March 7, 2000 between
                 Switchboard Incorporated and Banyan Worldwide.
10.17(3)         Services Agreement dated March 7, 2000 between Switchboard
                 Incorporated and Banyan Worldwide.
10.18(2)         Sublease between ePresence, Inc. and Switchboard Incorporated,
                 dated as of November 28, 2000.
10.19(1)*        Employment Agreement between Switchboard Incorporated and
                 Douglas J. Greenlaw, dated October 8, 1999.
10.20(1)*        Employment Agreement between Switchboard Incorporated and Dean
                 Polnerow, dated December 1, 1999.
10.21(1)*        Employment Agreement between Switchboard Incorporated and
                 John P. Jewett, dated January 25, 2000.


                                       75
<PAGE>

10.22(1)*        Employment Agreement between Switchboard Incorporated and
                 James M. Canon, dated December 31, 1999.
10.23(1)+        Internet Data Center Services Agreement between Switchboard
                 Incorporated and Exodus Communications, Inc., effective
                 June 30, 1998.
10.24(1)*        Non-Statutory Stock Option Agreement Granted Under 1999 Stock
                 Incentive Plan between Switchboard Incorporated and Douglas J.
                 Greenlaw, dated October 13, 1999.
10.25(1)*        Non-statutory Stock Option Agreement between Switchboard
                 Incorporated and Douglas J. Greenlaw, dated October 13, 1999.
10.26(1)         Incentive Stock Option Agreement between Switchboard
                 Incorporated and Dean Polnerow, dated October 13, 1999.
10.27(1)*        Incentive Stock Option Agreement between Switchboard
                 Incorporated and John P. Jewett, dated October 13, 1999.
10.28(1)*        Incentive Stock Option Agreement between Switchboard
                 Incorporated and James M. Canon, dated October 13, 1999.
10.29(1)*        Non-Statutory Stock Option Agreement between Switchboard
                 Incorporated and William P. Ferry, dated September 14, 1999.
10.30(1)*        Non-Statutory Stock Option Agreement between Switchboard
                 Incorporated and William P. Ferry, dated October 18, 1999.
10.31(1)*        Non-Statutory Stock Option Agreement between Switchboard
                 Incorporated and Daniel R. Mason, dated September 14, 1999.
10.32(1)*        Non-Statutory Stock Option Agreement between Switchboard
                 Incorporated and Richard M. Spaulding, dated September 14,
                 1999.
10.33(1)*        Non-Statutory Stock Option Agreement between Switchboard
                 Incorporated and David N. Strohm, dated September 14, 1999.
10.34(1)*        Non-Statutory Stock Option Agreement between Switchboard
                 Incorporated and Robert M. Wadsworth, dated September 14, 1999.
10.35(2)*        Incentive Stock Option Agreement between Switchboard
                 Incorporated and Kevin Lawler, dated May 24, 2000.
10.36(4)         Stock Purchase Agreement dated as of November 24, 2000, among
                 Switchboard Incorporated, Envenue, Inc. and the Stockholders of
                 Envenue, Inc.
10.37(2)*        Employment Agreement between Switchboard Incorporated and
                 Kevin P. Lawler, dated May 9, 2000.
10.38(2)+        Directory and Local Advertising Platform Services Agreement
                 dated as of December 11, 2000 between Switchboard Incorporated
                 and America Online, Inc.
10.39(2)+        Common Stock and Warrant Purchase Agreement dated as of
                 December 11, 2000 between Switchboard Incorporated and America
                 Online, Inc.
10.40(2)         Form of Common Stock Purchase Warrant which may be issued to
                 America Online, Inc. pursuant to the Common Stock and Warrant
                 Agreement dated as of December 11, 2000 between Switchboard
                 Incorporated and America Online, Inc.
10.41(2)         Registration Rights Agreement dated as of December 11, 2000
                 between Switchboard Incorporated and America Online, Inc.
10.42(5)         Master Equipment Lease Agreement between Fleet Capital
                 Corporation and Switchboard Incorporated dated March 28, 2001.
10.43(6)         Employment Agreement between Robert Orlando and Switchboard
                 Incorporated, dated September 20, 2001.
10.44(7)         Amended and Restated Common Stock Purchase Warrant issued by
                 Switchboard Incorporated to Viacom Inc., dated June 30, 1999.


                                       76
<PAGE>

10.45(7)         Restructuring Agreement dated as of August 22, 2001 among
                 Switchboard Incorporated, Viacom Inc. and ePresence Inc.
10.46+#          Internet Provider Agreement dated as of June 7, 2001 among
                 Switchboard Incorporated and Tele Atlas North America, Inc.
13.1(2)          Annual Report to Shareholders for the fiscal year ended
                 December 31, 2000.
21.1#            Subsidiaries of Switchboard Incorporated.
23.1^            Consent of PricewaterhouseCoopers LLP.
23.2^            Consent of Ernst & Young LLP.



(1)       Incorporated by reference to the Registration Statement on Form S-1
          (File No. 333-90013) as declared effective by the Securities and
          Exchange Commission on March 1, 2000.
(2)       Incorporated by reference to the Registrant's Annual Report on
          Form 10- K (File No. 000-28871) filed with the Securities and Exchange
          Commission on April 2, 2001.
(3)       Incorporated by reference to the Registrant's Quarterly Report on
          Form 10-Q (File No. 000-28871) filed with the Securities and Exchange
          Commission on May 15, 2000.
(4)       Incorporated by reference to the Registrant's Current Report on
          Form 8-K (File No. 000-28871) filed with the Securities and Exchange
          Commission on February 7, 2001.
(5)       Incorporated by reference to the Registrant's Quarterly Report on
          Form 10-Q (File No. 000-28871) filed with the Securities and Exchange
          Commission on May 15, 2001.
(6)       Incorporated by reference to the Registrant's Quarterly Report on
          Form 10-Q (File No. 000-28871) filed with the Securities and Exchange
          Commission on November 14, 2001.
(7)       Incorporated by reference to the Registrant's Current Report on Form
          8-K dated October 26, 2001 and filed with the Securities and Exchange
          Commission on November 5, 2001.
#        Previously filed.
^        Superseding exhibit.
+         Confidential treatment requested as to certain portions, which
          portions are omitted and filed separately with the Securities and
          Exchange Commission pursuant to a Confidential Treatment Request.
*         Management contract or compensation plan or arrangement required to be
          filed as an exhibit pursuant to Item 14(c) of Form 10-K.


                                       77