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                                                                    Exhibit 10.1


November 30, 2000

Howard Bain
234 Vista Del Monte
Los Gatos, CA 95032

Dear Howard:

                  This letter confirms the agreement between Vicinity
Corporation (the "Company") and you regarding the terms of your separation from
the Company as of November 17, 2000.

                  1.    SEPARATION BENEFITS. In consideration for your signing
this agreement and your providing consulting services to the Company as
reasonably requested during the period ending November 17, 2001, you will
receive the following:

                        a)    a lump sum payment of $225,000 representing 52
      weeks' salary (less applicable withholding); and

                        b)    50,000 shares of common stock issued pursuant to
      the terms of the Company's 2000 Equity Incentive Plan, which shares shall
      not be subject to any right of repurchase in favor of the Company.

In addition, the Company will continue your existing medical and dental benefits
or make COBRA payments on your behalf for a period of up to 52 weeks from the
date hereof.

                  2.    TERMINATION OF OPTION AGREEMENT AND OFFER LETTER. You
and the Company agree that the terms of (i) the offer letter dated January 16,
2000 and (ii) the option agreement dated February 8, 2000 pursuant to which the
Company granted you the right to purchase 350,000 shares of the Company's common
stock are each hereby immediately terminated.

                  3.    RETURN OF COMPANY PROPERTY. You have returned to the
Company all Company property in your possession other than your Company-issued
personal computer which you shall retain.

                  4.    MAINTAINING CONFIDENTIAL INFORMATION. You will continue
to abide by the terms of the Confidential Information and Invention Assignment
Agreement that you executed when hired by the Company, you have returned or
deleted all confidential information formerly in your possession, and you will
not disclose any confidential information you acquired




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while an employee of the Company to any other person or use such information in
any manner that is detrimental to the Company's interests.

            5.    COOPERATION WITH THE COMPANY. You will cooperate fully with
the Company in its defense of or other participation in any administrative,
judicial or other proceeding arising from any charge, complaint or other action
which has been or may be filed.

            6.    RELEASE OF THE COMPANY. You understand that by agreeing to
this release you are agreeing not to sue, or otherwise file any claim against,
the Company or any of its employees or other agents for any reason whatsoever
based on anything that has occurred as of the date you sign this agreement.

                  a)    On behalf of yourself and your heirs and assigns, you
      hereby release and forever discharge the "Releasees" hereunder, consisting
      of the Company, and each of its owners, affiliates, divisions,
      predecessors, successors, assigns, agents, directors, officers, partners,
      employees, insurers, and employee benefit plans in which you are or have
      been a participant by virtue of your employment with the Company and all
      persons acting by, through, under or in concert with them, or any of them,
      of and from any and all manner of action or actions, cause or causes of
      action, in law or in equity, suits, debts, liens, contracts, agreements,
      promises, liability, claims, demands, damages, loss, cost or expense, of
      any nature whatsoever, known or unknown, fixed or contingent (hereinafter
      called "Claims"), which you now have or may hereafter have against the
      Releasees, or any of them, by reason of any matter, cause, or thing
      whatsoever from the beginning of time to the date hereof, including,
      without limiting the generality of the foregoing, any Claims arising out
      of, based upon, or relating to your hire, employment, remuneration or
      resignation of your employment, including any Claims arising under Title
      VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in
      Employment Act, as amended; the Equal Pay Act, as amended; the Fair Labor
      Standards Act, as amended; the Employee Retirement Income Security Act, as
      amended; the California Fair Employment and Housing Act, as amended; the
      California Labor Code; and/or any other local, state or federal law
      governing discrimination in employment and/or the payment of wages and
      benefits.


                  b)    YOU ACKNOWLEDGE THAT YOU ARE FAMILIAR WITH THE
      PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS
      FOLLOWS:

            A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
            NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
            THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
            SETTLEMENT WITH THE DEBTOR.



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            BEING AWARE OF SAID CODE SECTION, YOU HEREBY EXPRESSLY WAIVE ANY
            RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES
            OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

                        c)    IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT
            PROTECTION ACT OF 1990, YOU SHOULD BE AWARE OF THE FOLLOWING:

                  i)    YOU HAVE THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE
                        SIGNING THIS AGREEMENT;

                  ii)   YOU HAVE TWENTY-ONE (21) DAYS FROM NOVEMBER 30, 2000 TO
                        CONSIDER THE TERMS OF THIS AGREEMENT;

                  iii)  YOU HAVE SEVEN (7) DAYS AFTER SIGNING THIS AGREEMENT TO
                        REVOKE THIS AGREEMENT, AND THIS AGREEMENT WILL NOT BE
                        EFFECTIVE, AND YOU WILL NOT RECEIVE ANY OF THE
                        SEPARATION BENEFITS, UNTIL THAT REVOCATION PERIOD HAS
                        EXPIRED.

                  7.    RELEASE OF HOWARD BAIN. On behalf of itself and each of
its divisions, predecessors, successors or assigns, the Company hereby releases
Howard Bain of and from any and all Claims, which it now has or may hereafter
have against Howard Bain by reason of any action taken by Howard Bain in
performance of his duities as an employee or on behalf of the Company which are
known or should reasonably be known by the Board of Directors of the Company as
of the date hereof.

                  8.    SEVERABILITY. The provisions of this agreement are
severable. If any provision is held to be invalid or unenforceable, it shall not
affect the validity or enforceability of any other provision.

                  9.    VOLUNTARY AND KNOWING AGREEMENT. You represent that you
have thoroughly read and considered all aspects of this agreement, that you
understand all its provisions and that you are voluntarily entering into said
agreement.

                  10.   ENTIRE AGREEMENT; AMENDMENT. This agreement sets forth
the entire agreement between you and the Company and supersedes any and all
prior oral or written agreements or understanding between you and the Company
concerning the subject matter. This agreement may not be altered, amended or
modified, except by a further written document signed by you and the Company.


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            If the above accurately reflects your understanding, please date and
sign the enclosed copy of this letter in the places indicated below and return
that copy to a member of the Human Resources Department.

                                  Respectfully,

                                  /s/ Emerick Woods

                                  Emerick Woods
                                  President and Chief Executive Officer


Accepted and agreed to on
December 5, 2000.



     /s/ Howard Bain
---------------------------
         Howard Bain



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