SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)

FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [_]

CHECK THE APPROPRIATE BOX:

[_] PRELIMINARY PROXY STATEMENT. [_] CONFIDENTIAL, FOR USE OF THE
[X] DEFINITIVE PROXY STATEMENT. COMMISSION ONLY (AS PERMITTED BY
[_] DEFINITIVE ADDITIONAL MATERIALS. RULE 14A-6(E)(2)).
[_] SOLICITING MATERIAL PURSUANT TO
RULE 14A-11(C) OR RULE 14A-12.

XOOM.COM.INC.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

[XOOM.COM LOGO]

XOOM.COM, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 26, 1999

TO THE STOCKHOLDERS OF XOOM.COM, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of XOOM.com,
Inc., a Delaware corporation, will be held on Wednesday, May 26, 1999 at 10:00
a.m., local time, at the Sir Francis Drake, 450 Powell Street, San Francisco,
California, 94102, for the following purposes:

1. To elect directors to serve until the 2000 Annual Meeting of
Stockholders or until their successors are elected and qualified;

2. To approve an amendment to our 1998 Stock Incentive Plan to increase
the number of shares of our common stock authorized for issuance over the
term of the 1998 Stock Incentive Plan by 3,000,000 shares from 2,000,000
shares to 5,000,000 shares;

3. To approve an amendment to our Restated Certificate of Incorporation
to increase the number of authorized shares of common stock from 40,000,000
shares to 80,000,000 shares; and

4. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The foregoing items of business are more fully described in the proxy
statement accompanying this notice.

Only stockholders of record at the close of business on March 29, 1999 are
entitled to notice of and to vote at this meeting.

All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to sign
and return the enclosed proxy card as promptly as possible in the enclosed
self-addressed envelope. Any stockholder attending the meeting may vote in
person even if he or she returned a proxy. However, if a stockholder's shares
are held of record by a broker, bank or other nominee and the stockholder
wishes to vote at the meeting, the stockholder must obtain from the record
holder a proxy issued in his or her name.

BY ORDER OF THE BOARD OF DIRECTORS
/s/ John Harbottle
John Harbottle

Vice President, Finance, Chief
Financial Officer and Secretary

San Francisco, California

May 3, 1999

XOOM.COM, INC.
300 Montgomery Street, Suite 300
San Francisco, California 94104

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

PROXY STATEMENT

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

1999 ANNUAL MEETING OF STOCKHOLDERS

The enclosed proxy is solicited on behalf of the Board of Directors (the
"Board") of XOOM.com, Inc., a Delaware corporation ("Xoom.com"), for use at
Xoom.com's Annual Meeting of Stockholders to be held on Wednesday, May 26, 1999
at 10:00 a.m., local time, at the Sir Francis Drake, 450 Powell Street, San
Francisco, California 94102, or at any adjournment thereof, for the purposes
set forth in this proxy statement and in the accompanying Notice of Annual
Meeting of Stockholders. Xoom.com's principal executive offices are located at
300 Montgomery Street, Suite 300, San Francisco, California 94104. Xoom.com's
telephone number at that location is (415) 288-2500.

Xoom.com intends to mail this proxy statement and accompanying proxy card on
or about May 3, 1999 to all stockholders entitled to vote at the meeting.

INFORMATION CONCERNING SOLICITATION AND VOTING

Record Date and Share Ownership

Stockholders of record at the close of business on March 29, 1999 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. At
the Record Date, 13,830,588 shares of Xoom.com's common stock were issued and
outstanding and held of record by approximately 238 stockholders.

Revocability of Proxies

You may revoke any proxy you give pursuant to this solicitation at any time
before its use by delivering to Xoom.com (attention: Rajesh Aji, Vice President
of Corporate and Legal Affairs and General Counsel) a written notice of
revocation or a duly executed proxy bearing a later date or by attending the
Annual Meeting and voting in person.

Voting and Solicitation

Each share of common stock outstanding on the Record Date is entitled to one
vote. The required quorum for the transaction of business at the Annual Meeting
is a majority of the votes eligible to be cast by holders of shares of common
stock issued and outstanding on the Record Date. For purposes of determining
the presence of a quorum, abstentions and broker non-votes will be counted by
Xoom.com as present at the meeting. Abstentions will also be counted by
Xoom.com in determining the total number of votes cast with respect to a
proposal (other than the election of directors). Broker non-votes will not be
counted in determining the number of votes cast with respect to a proposal.
Directors are elected by a plurality of votes cast. In determining whether a
proposal has been approved, abstentions are counted as votes against the
proposal and broker non-votes are not counted as votes for or against the
proposal. If no specific instructions are given with respect to matters to be
acted upon at the Annual Meeting, shares of common stock represented by a
properly executed proxy will be voted FOR (i) the election of management's
nominees for Director listed in Proposal No. 1, (ii) the approval of the
amendment of the 1998 Stock Incentive Plan to increase the number of shares of
common stock authorized for issuance over the term of the 1998 Stock Incentive
Plan from 2,000,000 shares to 5,000,000 shares and (iii) the approval of the
amendment of Xoom.com's Restated Certificate of Incorporation to increase the
number of authorized shares of common stock for 40,000,000 shares to 80,000,000
shares.

The cost of soliciting proxies will be borne by Xoom.com. Proxies may be
solicited by certain of Xoom.com's directors, officers and regular employees,
without additional compensation, in person or by

telephone or facsimile. In addition, Xoom.com may retain the services of one or
more firms to assist in the solicitation of proxies, for an estimated fee of
$5,000 plus reimbursement of expenses. In addition, Xoom.com may reimburse
brokerage firms and other persons representing beneficial owners of shares for
their expenses in forwarding solicitation materials to such beneficial owners.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to Xoom.com with
respect to beneficial ownership of common stock as of February 28, 1999 by (A)
each person known to Xoom.com to own beneficially more than 5% of the
outstanding shares of Xoom.com's common stock, (B) each director or director
nominee of Xoom.com, (C) each executive officer of Xoom.com for whom
information is given in the Summary Compensation Table in this proxy statement
and (D) all directors and executive officers of Xoom.com as a group.

Number of Shares
Beneficially Held(1) Percentage
-------------------- ----------

Chris Kitze(2)............................. 4,188,350 30.6%
Naveen Jain(3)............................. 702,702 5.1%
Bob Ellis(4)............................... 549,443 3.9%
Laurent Massa(5)........................... 209,896 1.5%
James Heffernan(6)......................... 139,157 1.0%
Russell S. Hyzen(7)........................ 125,277 *
Alicia Molnar(8)........................... 86,667 *
Janine Popick(9)........................... 26,937 *
Jeffrey Ballowe(10)........................ 17,363 *
Philip Schlein(11)......................... 12,732 *
Robert C. Harris, Jr.(12).................. 12,732 *
All executive officers and directors as a
group (12 persons)(13).................... 6,013,576 41.6%

- --------
* Less than 1%.

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are
currently exercisable or exercisable within 60 days of February 28, 1999
and warrants to purchase shares of common stock that are exercisable within
60 days of February 28, 1999 are deemed outstanding. Percentage of
beneficial ownership is based upon 13,699,555 shares of common stock
outstanding as of February 28, 1999. To Xoom.com's knowledge, except as set
forth in the footnotes to this table and subject to applicable community
property laws, each person named in the table has sole voting and
investment power with respect to the shares set forth opposite such
person's name. Except as otherwise indicated, the address of each of the
directors, executive officers and 5% stockholders in this table is as
follows: c/o XOOM.com, Inc., 300 Montgomery Street, Suite 300, San
Francisco, California 94104.

(2) Includes 4,188,350 shares of common stock held by Flying Disc Investments
Limited Partnership, of which Mr. Kitze is a general partner. Mr. Kitze may
be deemed to be the beneficial owner of the shares held by Flying Disc.

(3) Includes 36,036 shares of common stock held by Internet Ventures, LLC. Mr.
Jain is the managing member of Internet Ventures and may be deemed to be
the beneficial owner of the shares held by Internet Ventures. Mr. Jain's
address is 16115 N.E. 49th Ct., Redmond, WA 98052.

(4) Includes 323,333 shares of common stock held by the Robert A. Ellis
Revocable Trust. Also includes options exercisable for 226,110 shares of
common stock exercisable within 60 days after February 28, 1999.

(5) Includes options exercisable for 209,896 shares of common stock exercisable
within 60 days after February 28, 1999.

(6) Includes options exercisable for 22,917 shares of common stock exercisable
within 60 days after February 28, 1999. Also includes 12,000 shares of
common stock held by J.J. Heffernan, LLC, of which Mr. Heffernan is the
managing member, and 100,239 shares of common stock held by the Heffernan
Family Trust. Mr. Heffernan may be deemed to be the beneficial owner of the
shares and warrants to purchase shares of common stock held by the
Heffernan LLC and the Heffernan Family Trust. Also includes 4,000 shares of
common stock held by Sandra Heffernan, who is Mr. Heffernan's wife.

(7) Includes options exercisable for 113,611 shares of common stock exercisable
within 60 days after February 28, 1999.

(8) Includes options exercisable for 76,667 shares of common stock exercisable
within 60 days after February 28, 1999.

(9) Includes options exercisable for 23,334 shares of common stock exercisable
within 60 days after February 28, 1999.

(10) Includes options exercisable for 16,694 shares of common stock exercisable
within 60 days after February 28, 1999.

(11) Includes options exercisable for 8,750 shares of common stock exercisable
within 60 days after February 28, 1999.

(12) Includes options exercisable for 8,750 shares of common stock exercisable
within 60 days after February 28, 1999.

(13) Includes options exercisable for 764,785 shares of common stock
exercisable within 60 days after February 28, 1999.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

General

The Bylaws of Xoom.com provide that the authorized number of directors shall
be fixed by resolution of the Board of Directors. The authorized number of
directors is currently fixed at nine. Unless otherwise instructed, the proxy
holders will vote the proxies received by them for the nominees named below,
all of whom are presently directors of Xoom.com. If any nominee is unable or
declines to serve as a director at the time of the Annual Meeting, the proxies
will be voted for any nominee designated by the present Board of Directors to
fill the vacancy. It is not expected that any nominee will be unable or will
decline to serve as a director. If stockholders properly nominate persons other
than Xoom.com's nominees for election as directors, the proxy holders will vote
all proxies received by them to assure the election of as many of Xoom.com's
nominees as possible, with the proxy holder making any required selection of
specific nominees to be voted for. The term of office of each person elected as
a director will continue until the next annual meeting of stockholders or until
his earlier death, resignation or removal. There are no family relationships
among any of Xoom.com's directors or executive officers other than between Mr.
Kitze and Ms. Molnar, the Company's Vice President of Advertising Sales, who is
Mr. Kitze's sister-in-law.

Certain information regarding the nominees is set forth below:

Director
Name of Nominee Age Principal Occupation Since
--------------- --- -------------------- --------

Chris Kitze............. 39 Chairman of the Board of Xoom.com 1996
Laurent Massa........... 39 Chief Executive Officer and President of Xoom.com 1998
Bob Ellis............... 62 Publisher of Xoom.com 1997
James Heffernan......... 57 Executive Vice President of USWeb Corporation 1998
Jeffrey Ballowe......... 43 Retired President of Interactive Media and 1998
Development Group of Ziff-Davis
Philip Schlein.......... 64 General Partner of US Venture Partners 1998
Robert C. Harris, Jr.... 52 Senior Managing Director of Bear, Stearns & Co. Inc. 1998

Chris Kitze co-founded Xoom.com, has served as Chairman of the Board since
that time, and served as Secretary until April 1999. Since December 1996, Mr.
Kitze has been an independent investor. From April 1996 until December 1996,
Mr. Kitze also served as Xoom.com's President and Chief Executive Officer. In
June 1995, Mr. Kitze co-founded Point Communications Corporation, a Web
directory company, which was acquired by Lycos in October 1995, after which Mr.
Kitze served as Lycos' Vice President of Marketing until June 1996. From June
1994 until June 1995, Mr. Kitze served as Publisher at Softkey International
(now The Learning Company). In September 1991, Mr. Kitze co-founded Aris
Entertainment, a CD-ROM publishing company and served as its President until
June 1994. Mr. Kitze holds a B.S. in Chemical Engineering from the University
of Colorado.

Laurent Massa co-founded Xoom.com and has served as its Chief Executive
Officer and President since December 1996. Mr. Massa has also served on
Xoom.com's Board of Directors since February 1998. From September 1996 to June
1998, Mr. Massa also served as Xoom.com's Chief Financial Officer. From May
1995 until September 1996, Mr. Massa served as Vice President of New Ventures
of Olivetti Telemedia, a telecommunications company based in Milan. Prior to
joining Olivetti, Mr. Massa joined WordStar International in March 1991 as
Director of Marketing, Europe, and became Vice President, International of
Softkey International (now The Learning Company), following Softkey's merger
with WordStar and Spinaker in February 1993. Mr. Massa holds an MBA from the
European Business School.

Bob Ellis has served as one of the directors and as Publisher of Xoom.com
since August 1997. From July 1995 to July 1997, Mr. Ellis was President of
Paris Productions, an online publishing company. In January 1988, he founded
Compact Publishing Company ("Compact"), a publishing company and served as its
Chief Executive Officer until its acquisition by Softkey International (now The
Learning Company) in July 1994, after which he served as Vice President of
Publishing of Softkey until July 1995. Prior to founding Compact, Mr. Ellis was
a Vice President of Time-Life, Inc. and President of Time-Life Software. Mr.
Ellis holds a B.A. in Philosophy from Yale and an M.A. in History from the
University of Chicago.

James Heffernan has served as one of the directors of Xoom.com since June
1998. Mr. Heffernan co-founded USWeb Corporation, an Internet professional
services company, in December 1995 and has served as its Executive Vice
President, Chief Financial Officer, Secretary and a director since that time.
From May 1993 to July 1994, he worked as an independent consultant and then
joined Interlink Computer Sciences, Inc. in July 1994 as Chief Financial
Officer, where he served until January 1996. From March 1992 to May 1993,
Mr. Heffernan served as Chief Financial Officer and Chief Operating Officer of
Serius. Mr. Heffernan has also served as an officer of several other technology
companies, including Software Publishing Corp., Zital Inc. and Measurex Corp.
Mr. Heffernan is a director of Savoir Technology Group, Inc and USWeb
Corporation. Mr. Heffernan has a B.S. in Business and an MBA from Santa Clara
University.

Jeffrey Ballowe has served as one of the directors of Xoom.com since July
1998. Mr. Ballowe retired at the end of 1997 from Ziff-Davis, where during his
11 years at the company he was instrumental in transforming Ziff-Davis from a
U.S. magazine publisher to an international, integrated media company. Aside
from serving in magazine publishing roles including Publisher of PC Magazine,
Mr. Ballowe held number of corporate posts in which he was responsible for
establishing Ziff-Davis' European operations, managing Ziff-Davis' largest
magazine group, launching the company's Internet publications, creating ZDNet,
and launching ZDTV. At his retirement he was President, Interactive Media and
Development Group, in charge of Ziff-Davis' Internet publications, ZDNet, ZDTV,
and all development at the company. Among his development activities included
spearheading Ziff-Davis' and Softbank's investments in Yahoo!, USWeb
Corporation (where he served as a founding Director), Gamespot, and Herring
Communications. Prior to his work at Ziff-Davis, Mr. Ballowe worked as a
marketing executive at various technology and marketing services companies.
Currently Mr. Ballowe is Chairman of Deja News and serves on the boards of
drkoop.com, VerticalNet and ZDTV. He received a bachelor's degree from Lawrence
University, a master's degree in French from the University of Wisconsin-
Madison, and an MBA from the University of Chicago.

Philip Schlein has served as one of the directors of Xoom.com since July
1998. Since April 1985, Mr. Schlein has been a general partner of U.S.
VenturePartners, a venture capital firm specializing in retail and consumer
products companies. From January 1974 to January 1985, Mr. Schlein served as
President and Chief Executive Officer of Macy's California, a division of R. H.
Macy & Co., Inc., a department store chain. Mr. Schlein also serves on the
board of directors of Ross Stores, Inc., ReSound Corporation, Quick Response
Services, Burnham Pacific Properties, Inc. and Bebe Stores. Mr. Schlein holds a
B.S. in Economics from the University of Pennsylvania.

Robert C. Harris, Jr. has served as one of the directors of Xoom.com since
August 1998. Mr. Harris is a Senior Managing Director at Bear, Stearns & Co.
Inc. From 1989 to October 1997, he was a co-founder and Managing Director of
Unterberg Harris. From 1984 to 1989, he was a General Partner, Managing
Director and Director of Alex. Brown & Sons Inc. Mr. Harris is also a director
of N2K, Inc., MDSI Mobile Data Solutions, Inc. and SoftNet Systems, Inc. Mr.
Harris holds a B.S. and MBA from the University of California at Berkeley.

Board Meetings and Committees

The Board of Directors held three meetings during the fiscal year ended
December 31, 1998 and acted twelve times by unanimous written consent. The
Board of Directors has an Audit Committee and a Compensation Committee. From
time to time, the Board has created various ad hoc committees for special
purposes. No such committee is currently functioning.

The Audit Committee, consisting of James J. Heffernan and Philip Schlein,
recommends the selection of independent public accountants to the Board of
Directors, reviews the scope and results of the audit and other services
provided by Xoom.com's independent accountants, and reviews Xoom.com's
accounting practices and systems of internal accounting controls. The Audit
Committee held no meetings during the last fiscal year.

The Compensation Committee, consisting of James J. Heffernan and Bob Ellis,
reviews and approves the salaries, bonuses and other compensation payable to
Xoom.com's executive officers and administers and makes recommendations
concerning Xoom.com's employee benefit plans. The Compensation Committee held
no meetings during the last fiscal year.

During fiscal 1998, each director attended all of the meetings of the Board
of Directors and of the committees of the Board on which the director served
during the period for which he was director or committee member, respectively.

Director Compensation

Except as set forth below, directors receive no cash compensation from
Xoom.com for their services as Board members or committee members and Xoom.com
does not reimburse them for expenses incurred in connection with attending
Board and committee meetings. On May 15, 1998, Mr. Heffernan, an outside
director, entered into a consulting agreement with Xoom.com under which he is
entitled to receive compensation in the form of common stock and options to
purchase common stock for his services, which services include serving as a
member of the Board of Directors. See "Certain Transactions."

On August 4, 1997, Bob Ellis, an outside director, entered into a letter
agreement with Xoom.com under which Mr. Ellis agreed to provide certain
services to Xoom.com, including serving as a member of the Board of Directors.
This agreement provided for compensation in the form of options to buy 222,222
shares of common stock at an exercise price of $0.03 per share, which vest
ratably over an 18 month period. The agreement terminated on February 3, 1999.

On July 28, 1998, Jeffrey Ballowe, an outside director, entered into a
letter agreement with Xoom.com, which was amended as of December 2, 1998. Under
this agreement, as amended, Mr. Ballowe agreed to serve as a member of the
Board of Directors. The agreement provides for compensation in the form of
options to buy 23,334 shares of common stock at an exercise price of $6.75 per
share, which will vest monthly over a two year period or immediately upon a
sale of Xoom.com. Mr. Ballowe also receives a monthly fee of $10,000 as
compensation for his service as a director. This fee is payable in shares of
common stock based upon the stock's closing price on the last trading day of
the month. Mr. Ballowe will also receive compensation equal to 5% of all funds
he raises for Xoom.com, payable in common stock. Mr. Ballowe's agreement has a
term of 18 months.

On July 28, 1998, Philip Schlein, an outside director, entered into a letter
agreement with Xoom.com, which was amended as of December 2, 1998. Under this
agreement, as amended, Mr. Schlein agreed to serve as a member of the Board of
Directors. The agreement provides for compensation in the form of options to
buy 23,334 shares of common stock at an exercise price of $6.75 per share,
which will vest monthly over a two year period or immediately upon a sale of
Xoom.com. Mr. Schlein also receives a monthly fee of $10,000 payable in cash or
in common stock, at Mr. Schlein's option, as compensation for his service as a
director. Mr. Schlein's agreement has a term of 18 months.

On July 28, 1998, Robert Harris, an outside director, entered into a letter
agreement with Xoom.com, which was amended as of December 2, 1998. Under this
agreement, as amended, Mr. Harris agreed to serve as a member of the Board of
Directors. The agreement provides for compensation in the form of options to
buy 23,334 shares of common stock at an exercise price of $6.75 per share,
which will vest monthly over a two year period or immediately upon a sale of
Xoom.com. Mr. Harris also receives a monthly fee of $10,000 payable in cash or
in common stock, at Mr. Harris' option, as compensation for his service as a
director. Mr. Harris' agreement has a term of 18 months.

Vote Required

Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.

Recommendation of the Board

The Board of Directors recommends that the stockholders vote "FOR" election
of each of the nominees listed above.

PROPOSAL NO. 2:

APPROVAL OF AMENDMENT TO 1998 STOCK INCENTIVE PLAN

Xoom.com's stockholders are being asked to approve an amendment to
Xoom.com's 1998 Stock Incentive Plan that will increase the maximum number of
shares of common stock authorized for issuance over the term of the 1998 Stock
Incentive Plan by an additional 3,000,000 shares from 2,000,000 shares to
5,000,000 shares.

The 1998 Stock Incentive Plan was adopted by the Board of Directors and
approved by the stockholders in February 1998. The amendment to the 1998 Stock
Incentive Plan for which stockholder approval is sought under this Proposal
Number Two was adopted by the board in February 1999, subject to stockholder
approval at the Annual Meeting.

The proposed share increase will assure that a sufficient reserve of common
stock is available under the 1998 Stock Incentive Plan to attract and retain
the services of key individuals, essential to Xoom.com's long-term growth and
success.

The following is a summary of the principal features of the 1998 Stock
Incentive Plan. However, the summary does not purport to be a complete
description of all the provisions of the 1998 Stock Incentive Plan. Any
stockholder of Xoom.com who wishes to obtain a copy of the actual plan document
may do so upon written request to Xoom.com's Chief Financial Officer at
Xoom.com's principal executive offices in San Francisco, California.

1998 Stock Incentive Plan

The 1998 Stock Incentive Plan provides for the grant of options intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), nonqualified stock options and stock
appreciation rights. The 1998 Stock Incentive Plan also provides for the
transfer or sale of common stock to selected individuals in connection with the
performance of services for Xoom.com or Xoom.com's affiliates. Without giving
effect to the amendments which will become effective upon stockholder approval
of this Proposal Number Two, a total of 2,000,000 shares of common stock have
been reserved for issuance under the 1998 Stock Incentive Plan. As of February
28, 1999, 1,618,818 shares remained reserved for future issuance upon the
exercise of outstanding options, and 378,182 shares remained available for
future grant. The Board of Directors or a committee designated by the Board is
authorized to administer the 1998 Stock Incentive Plan, including the selection
of individuals eligible for grants of options, issuances of common stock, the
terms of such grants or issuances, possible amendments to the terms of such
grants or issuances and the interpretation of the terms of, and adoption of
rules for, the 1998 Stock Incentive Plan. The maximum term of any stock option
granted under the 1998 Stock Incentive Plan is ten years, except that with
respect to incentive stock options granted to a person possessing more than 10%
of Xoom.com's combined voting power (a "10% Stockholder"), the term of such
stock options shall be for no more than five years.

The exercise price of nonqualified stock options and incentive stock options
granted under the 1998 Stock Incentive Plan must be at least 85% and 100%,
respectively, of the fair market value of the common stock on the grant date
except that the exercise price of incentive stock options granted to a 10%
Stockholder must be at least 110% of such fair market value on the grant date.
The aggregate fair market value on the date of grant of the common stock for
which incentive stock options are exercisable for the first time by an employee
during any calendar year may not exceed $100,000. The purchase price of shares
of common stock granted under the 1998 Stock Incentive Plan must be at least
85% of the fair market value of the common stock on the grant date except that
the purchase price of shares of common stock granted to a 10% Stockholder must
be at least 100% of such fair market value on the grant date. The individual
agreements under the 1998 Stock Incentive Plan may provide for repurchase
rights for Xoom.com under the terms and conditions set forth in the Stock
Incentive Plan. The 1998 Stock Incentive Plan will terminate in 2008, unless
earlier terminated by the Board.

In the event of a merger in which Xoom.com is not the surviving entity, the
sale of all or substantially all of Xoom.com's assets or a reverse merger
resulting in a change of control, each grant which is at the time outstanding
under the 1998 Stock Incentive Plan shall, unless the plan administrator in its
discretion decides differently, immediately prior to the specified effective
date of such transaction, automatically become fully vested and exercisable
with respect to 75% of the unvested shares at the time represented by such
grant. To the extent it has not been previously exercised, the grant will
terminate immediately prior to the consummation of such proposed transaction,
unless the grant is assumed or an equivalent grant is substituted by the
successor corporation.

Vote Required

The affirmative vote of a majority of the outstanding voting shares of
Xoom.com present in person or represented by proxy and entitled to vote present
or represented and entitled to vote at the Annual Meeting is required for
approval of the amendment to the 1998 Stock Incentive Plan. Should such
stockholder approval not be obtained, then the 3,000,000-share increase to the
share reserve will not be implemented. The 1998 Stock Incentive Plan will,
however, continue to remain in effect, and option grants and direct stock
issuances may continue to be made pursuant to the provisions of the 1998 Stock
Incentive Plan in effect prior to the amendments summarized in this Proposal
Number Two, until the available reserve of common stock as last approved by the
stockholders has been issued pursuant to option grants and direct stock
issuances made under the 1998 Stock Incentive Plan.

Recommendation of the Board

The Board of Directors recommends that the stockholders vote "FOR" the
proposal to amend Xoom.com's 1998 Stock Incentive Plan that will increase the
maximum number of shares of common stock authorized for issuance over the term
of the 1998 Stock Incentive Plan by an additional 3,000,000 shares from
2,000,000 shares to 5,000,000 shares.

PROPOSAL NO. 3:

APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK FROM 40,000,000 TO 80,000,000

The Board of Directors recommends an amendment to Xoom.com's Restated
Certificate of Incorporation to increase the number of authorized shares of
common stock from 40,000,000 shares to 80,000,000 shares.

The Board of Directors believes that the proposed increase is desirable so
that, as the need may arise, Xoom.com will have more financial flexibility and
be able to issue shares of common stock, without the expense and delay of a
special stockholders' meeting, in connection with possible equity financings,
future opportunities for expanding the business through investments or
acquisitions, management incentive and employee benefit plans and sales to
employee savings plans and for other purposes. Therefore, the Board of
Directors proposes that the first sentence of Article Four of Xoom.com's
Restated Certificate of Incorporation be amended to read in its entirety as
follows:

"The total number of shares of all classes of stock that the Corporation is
authorized to issue is Eighty-Five Million (85,000,000), consisting of
Eighty Million (80,000,000) shares of Common Stock, par value $.0001 per
share, and Five Million (5,000,000) shares of Preferred Stock, par value
$.0001 per share."

Vote Required

The adoption of the proposed amendment will require the affirmative vote of
the holders of a majority of the outstanding shares of common stock.

Recommendation of the Board

The Board of Directors recommends a vote FOR the adoption of the proposed
amendment of the Restated Certificate of Incorporation.

MANAGEMENT
Executive Officers

The following table sets forth certain information with respect to the
executive officers of Xoom.com:

Name Age Position
---- --- --------

Chris Kitze......... 39 Chairman of the Board
Laurent Massa....... 39 Chief Executive Officer, President and Director
John Harbottle...... 44 Vice President, Finance, Chief Financial Officer and
Secretary
Vijay Vaidyanathan.. 33 Chief Technology Officer
Rajesh Aji.......... 36 Vice President, Corporate and Legal Affairs, General
Counsel and Assistant Secretary
Scott Duffy......... 28 Vice President, Sponsorships and Online Sales
Development
Russell S. Hyzen.... 33 Vice President, Business Development
Alicia Molnar....... 33 Vice President, Advertising Sales
Janine Popick....... 31 Vice President, E-commerce
Marc Sznajderman.... 32 Vice President, Corporate Development

For biographical summaries of Chris Kitze and Laurent Massa, see "Proposal
No. 1--Election of Directors."

John Harbottle has served as Xoom.com's Vice President, Finance and Chief
Financial Officer since August 1998 and as Xoom.com's Secretary since April
1999. From February 1996 to February 1998, Mr. Harbottle was the Vice President
of Finance and Chief Financial Officer of Mastering Computers, Inc., an
information technology training and CBT software development and manufacturing
company, and then worked as an independent consultant for Mastering Computers,
Inc. from February to July 1998. From October 1994 to February 1996, Mr.
Harbottle was the Vice President of Finance and Chief Financial Officer of
Zenger-Miller, an international management/leadership training, consulting and
education company. From January 1992 to October 1994, Mr. Harbottle was the
Vice President of Finance and Chief Financial Officer of IFS, an international
consumer products and direct marketing company. Mr. Harbottle is a director of
WebSoftware Corporation. Mr. Harbottle holds a B.S. in Business Administration
from the University of California, Berkeley.

Vijay Vaidyanathan has served as Xoom.com's Chief Technology Officer and
was a director from March 1998 to February 1999. Prior to joining Xoom.com,
Mr. Vaidyanathan co-founded Paralogic Corporation, an Internet software
company, and served as its President and Chief Executive Officer from January
1995 until Xoom.com acquired it in March 1998. Prior to founding Paralogic
Corporation, Mr. Vaidyanathan served as Engineering Manager at Frontline Design
Automation, an electronic design automation company, from July 1994 until
December 1994 and as Engineering Manager at Zycad Corporation, an electronic
design automation company, from February 1991 until July 1994. Mr. Vaidyanathan
also serves on the board of Paralogic Software Corporation, a software company,
and Santa Clara Valley School, Inc., a non-profit school he co-founded in 1995.
Mr. Vaidyanathan holds an M.S. in Instrumentation Technology from the Birla
Institute of Technology and Science in India and an M.S. in Computer Science
from the State University of New York at Albany.

Rajesh Aji has served as Xoom.com's Vice President of Corporate and Legal
Affairs and General Counsel since January 1999 and as Xoom.com's Assistant
Secretary since April 1999. Prior to joining Xoom.com, Mr. Aji was an attorney
with the law firms of Wilson Sonsini Goodrich & Rosati and McCutchen Doyle
Brown & Enersen from September 1994 to January 1999, where he served as primary
outside counsel for more than twenty-five private and public companies,
specifically in the areas of venture capital and corporate financing,

public offerings, mergers and acquisitions, and securities and intellectual
property law. Mr. Aji holds a Bachelor of Technology degree from the Indian
Institute of Technology, a Master of Science degree from the University of Iowa
and a Juris Doctor degree from the University of California, Berkeley.

Scott Duffy has served as Xoom.com's Vice President, Sponsorships and Online
Sales Development since August 1998. Prior to joining Xoom.com, Mr. Duffy
served as Western Region Sales Manager for SportsLine USA, Inc. from August
1997 to August 1998. From January 1996 to March 1997, Mr. Duffy held a number
of positions for Quote.com, Inc., an Internet financial services company,
including Business Development Manager and most recently Director of
Advertising Sales. Prior to that, Mr. Duffy served as an Account Executive for
Seven Worldwide, Inc., a worldwide imaging company that manages the production
of advertising, promotional and packaging artwork and interactive multimedia,
from 1993 to 1995.

Russell S. Hyzen has served as Xoom.com's Vice President, Business
Development since December 1997 and as Xoom.com's director of Business
Development from November 1996 to December 1997. Prior to joining Xoom.com, Mr.
Hyzen served as Business Development Manager for Quote.com, an Internet
Financial Services Company, from December 1995 to October 1996. From November
1993 to December 1995, he worked as an independent consultant. In August 1991,
Mr. Hyzen founded Pacific Coast Lending, a mortgage brokerage company, and he
served as its President until November 1993. Mr. Hyzen holds a B.S. in Business
Administration from California State University, Northridge.

Alicia Molnar has served as Xoom.com's Vice President, Advertising Sales,
since December 1997. From October 1995 to November 1997, Ms. Molnar held a
number of management positions with Lycos, most recently as Director of Sales,
Eastern Region. From December 1994 until September 1995, Ms. Molnar served as
Director of Network Sales for Point Communications. Prior to joining Point
Communications, Ms. Molnar was a Regional Sales Manager for College Bound
Magazine from September 1993 until October 1994. From February 1992 to August
1993, she was employed as a Senior Account Manager for Linnette & Harrison, an
advertising agency. From January 1990 to December 1992, she worked as an
Account Manager for Chalek & Chalek, an advertising agency. Ms. Molnar holds a
B.A. in Communications from Montclair State University.

Janine Popick has served as Xoom.com's Vice President, E-commerce since
April 1998. From November 1997 until April 1998, Ms. Popick served as Manager
of Direct Marketing for FileMaker, Inc., a wholly-owned subsidiary of Apple
Computer. From January 1996 to November 1997, Ms. Popick served as Manager of
Direct Marketing of Insignia Solutions, a computer software company. Prior to
joining Insignia Solutions, Ms. Popick served as Manager of Direct Marketing of
Claris Corporation, a computer software company, from September 1994 to January
1996. From December 1993 to August 1994, Ms. Popick served as Manager of Direct
Marketing for Symantec Corporation, a software company. She was an account
executive at JDA Corp., an enterprise software solutions company, from
September 1993 to December 1993. Ms. Popick holds a B.A. in Communications and
English from Hofstra University.

Marc Sznajderman has served as Xoom.com's Vice President, Corporate
Development since December 1998. From August 1993 until November 1998, Mr.
Sznajderman served as a member of the Investment Banking Division of Bear,
Stearns & Co. Inc., most recently as Vice President. Prior to joining Bear
Stearns, Mr. Sznajderman served as Vice President of Business Development for
Qantix Corporation, a manufacturer and marketer of computer accessories, from
August 1991 until June 1992. From August 1989 until July 1991 Mr. Sznajderman
was a member of the Investment Banking Division of Goldman, Sachs & Co. Mr.
Sznajderman holds a B.S. in Finance from Syracuse University and a Masters in
Management from the J.L. Kellogg Graduate School of Management at Northwestern
University.

SUMMARY COMPENSATION TABLE

The following table sets forth certain information concerning compensation
of Xoom.com's Chief Executive Officer and each of Xoom.com's three other most
highly compensated executive officers whose aggregate salary, bonus and other
compensation exceeded $100,000 during the fiscal year ended December 31, 1998
(collectively, the "Named Executive Officers").

Long-Term
Annual Compensation Compensation
------------------- ------------
Securities
Salary Bonus Underlying
Name and Principal Position Year ($) ($) Options (#)
- --------------------------- ---- ------- ------ ------------

Laurent Massa................................. 1998 216,124 15,593 158,333
President and Chief Executive Officer 1997 182,600 -- 83,333
1996 42,000 -- 258,334

Russell S. Hyzen.............................. 1998 120,011 40,000 53,333
Vice President, Business Development 1997 120,000 3,333 53,333
1996 20,000 -- 83,333

Alicia Molnar................................. 1998 150,085 24,573 26,667
Vice President, Advertising Sales 1997 10,865 -- 120,000
1996 -- -- --

Janine Popick................................. 1998 73,547 26,480 136,666
Vice President, E-Commerce 1997 -- -- --
1996 -- -- --

Option Grants in Last Fiscal Year

The following table sets forth certain information concerning grants to
purchase shares of common stock to each of the Named Executive Officers during
the fiscal year ended December 31, 1998.

Potential Realizable
Value at Assumed
Number of Percent of Annual Rates of Stock
Securities Total Options Price Appreciation
Underlying Granted to Exercise for Option Term(3)
Options Employees in Price Expiration ---------------------
Name Granted(1) Fiscal Year 1998(2) Per Share Date 5% ($) 10% ($)
- ---- ---------- ------------------- --------- ---------- ---------- ----------

Laurent Massa........... 158,333 8.1% $14.00 12/7/2008 $1,394,047 $3,532,788

Russell S. Hyzen........ 13,333 0.7% $ 3.33 6/1/2008 27,922 70,760
40,000 2.0% $14.00 12/7/2008 352,181 892,496

Alicia Molnar........... 26,667 1.4% $14.00 12/7/2008 234,790 595,005

Janine Popick........... 43,333 2.2% $ 3.33 6/1/2008 90,749 229,975
33,333 1.7% $ 2.31 3/17/2008 48,424 122,717
60,000 3.1% $14.00 12/7/2008 528,271 1,338,744

- --------
(1) Options granted under Xoom.com's 1998 Stock Incentive Plan have a maximum
ten-year term measured from the date of grant. Such options generally vest
over either a four-year period or a two-year period. The four-year period
options become exercisable for 25% of the option shares commencing upon the
optionee's completion of one year of service measured from the vesting
commencement date and the balance in a series of 36 successive monthly
installments upon the optionee's completion of each additional month of
service over the 36-month period measured from the first anniversary of the
vesting commencement date. The two-year period options vest in a series of
24 successive monthly installments and become exercisable for 100% of the
option shares upon achievement of certain performance targets. Under the
1998 Stock Incentive Plan, the exercise price per share generally is the
closing selling price of Xoom.com's common stock the day before the vesting
commencement date. In the event of a "change of control," as defined in the
1998 Stock Incentive Plan, 75% of any outstanding unvested options shall
accelerate to become exercisable in full.

(2) Based on options to purchase an aggregate of 1,957,225 shares of common
stock granted during fiscal 1998.

(3) In accordance with the rules of the Securities and Exchange Commission,
shown are the hypothetical gains or "option spreads" that would exist for
the respective options. These gains are based on assumed rates of annual
compounded stock price appreciation of 5% and 10% from the date the option
was granted over the full option term, assuming a fair market value equal
to the exercise price per share on the date of grant. The 5% and 10%
assumed rates of appreciation are mandated by the Commission and do not
represent Xoom.com's estimate or projection of future increases in the
price of Xoom.com's common stock.

Aggregate Option Exercises in Fiscal Year 1998 and Fiscal Year-End Option
Values

The following table sets forth certain information as of December 31, 1998
concerning exercisable and unexercisable stock options held by each of the
Named Executive Officers.

Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired on Options at In-the-Money Options at
Exercise Value Fiscal Year End (#) Fiscal Year End (#)(1)
Name (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- ------------ ------------------------- -------------------------

Laurent Massa........... -- -- 247,398/252,602 $8,156,712/6,116,376
Russell S. Hyzen........ -- -- 104,722/ 85,277 3,452,684/2,208,784
Alicia Molnar........... -- -- 68,334/ 78,333 2,252,972/2,210,101
Janine Popick........... -- -- 10,000/126,666 296,700/3,151,980

- --------
(1) Based on the fair market value of our common stock at December 31, 1998, of
$33.00 per share, less the exercise price for such shares.

Employment Agreements

Laurent Massa

On July 1, 1998, Laurent Massa, Xoom.com's President and Chief Executive
Officer, entered into an employment agreement with Xoom.com. This agreement
provides for an annual salary of $216,000. Mr. Massa is also eligible for an
annual bonus of up to 33% of his base salary, paid quarterly based on the
following criteria: (A) exceeding quarterly revenue goals: 50% of the eligible
Bonus; (B) achieving specific management team goals: 25% of the eligible bonus;
and (C) achieving personal objectives that improve the organization: 25% of the
eligible bonus. The Compensation Committee will set the goals and review them
quarterly. Should Xoom.com terminate Mr. Massa without Cause (as defined in the
agreement), Xoom.com must provide Mr. Massa 180 days' advance written notice,
and Xoom.com may in Xoom.com's discretion terminate Mr. Massa's employment at
any time prior to the end of this notice period, provided Xoom.com pay Mr.
Massa an amount equal to his base compensation plus benefits Mr. Massa would
have earned through the balance of the notice period. If Xoom.com exercise
Xoom.com's right to terminate Mr. Massa without Cause, Mr. Massa shall be
immediately entitled to exercise 100% of any stock options Xoom.com has granted
to him that had not previously vested. Mr. Massa may exercise his vested stock
options for a four month period from the date Xoom.com notifies him of
Xoom.com's intention to terminate his employment.

Should Xoom.com terminate Mr. Massa for Cause, Xoom.com must pay Mr. Massa
all compensation due on the date of termination. In the event of a Change in
Control or Corporate Transaction (as defined in the agreement) as a result of
which Mr. Massa's employment with Xoom.com is involuntarily terminated, with or
without cause, Mr. Massa will be entitled to payment of an amount equal to one
year's base compensation plus benefits, and all stock options Xoom.com
previously granted to Mr. Massa will immediately become fully vested and
exercisable.

Under the terms of his agreement, Mr. Massa may terminate his employment
with Xoom.com at any time for any reason by providing Xoom.com with thirty
days' advance written notice. Should Mr. Massa's employment with Xoom.com
terminate for any reason, the agreement further provides that Mr. Massa: (A)
will not use any of Xoom.com's proprietary information without Xoom.com's prior
written consent; (B) will not use any confidential information to compete
against Xoom.com or any of Xoom.com's employees; and (C) will not, for one year
following termination, solicit any of Xoom.com's customers or employees.

Mr. Massa will be eligible for an annual review of his agreement no later
than July 20, 1999.

Pursuant to a letter agreement entered into prior to fiscal 1998, Xoom.com
granted Mr. Massa options to purchase up to an aggregate of 341,667 shares of
common stock at a per share exercise price of $0.03.

John Harbottle

On August 4, 1998, John Harbottle, Xoom.com's Chief Financial Officer,
entered into an employment agreement with Xoom.com. The agreement provides for
an annual salary of $144,000, which was increased to $180,000 in April 1999.
Mr. Harbottle is also eligible for a discretionary quarterly bonus of up to
$10,000. Should Xoom.com terminate Mr. Harbottle without Cause (as defined in
the agreement), Xoom.com must provide Mr. Harbottle 180 days' advance written
notice, and Xoom.com may in Xoom.com's discretion terminate Mr. Harbottle's
employment at any time prior to the end of this notice period, provided
Xoom.com pay Mr. Harbottle an amount equal to his base compensation plus
benefits Mr. Harbottle would have earned through the balance of the notice
period. If Xoom.com exercise Xoom.com's right to terminate Mr. Harbottle
without Cause, Mr. Harbottle shall be immediately entitled to exercise 100% of
any stock options Xoom.com have granted to him that had not previously vested.
Mr. Harbottle may exercise his vested stock options for a four month period
from the date Xoom.com notifies him of Xoom.com's intention to terminate his
employment.

Should Xoom.com terminate Mr. Harbottle for Cause, Xoom.com must pay Mr.
Harbottle all compensation due on the date of termination. In the event of a
Change in Control or Corporate Transaction (as defined in the agreement) as a
result of which Mr. Harbottle's employment with Xoom.com is involuntarily
terminated, with or without cause, Mr. Harbottle will be entitled to payment of
an amount equal to 6 months' base compensation plus benefits, and all stock
options Xoom.com previously granted to Mr. Harbottle will immediately become
fully vested and exercisable.

Under the terms of his agreement, Mr. Harbottle may terminate his employment
with Xoom.com at any time for any reason by providing Xoom.com with thirty
days' advance written notice. Should Mr. Harbottle's employment with Xoom.com
terminate for any reason, the agreement further provides that Mr. Harbottle:
(A) will not use any of Xoom.com's proprietary information without Xoom.com's
prior written consent; (B) will not use any confidential information to compete
against Xoom.com or any of Xoom.com's employees; and (C) will not, for one year
following termination, solicit any of Xoom.com's customers or employees.

Pursuant to a letter agreement entered into prior to Mr. Harbottle's
employment agreement, Xoom.com granted to Mr. Harbottle options to purchase up
to 86,667 shares of common stock at a per share exercise price of $6.75 and
options to purchase up to 20,000 shares of common stock at a per share exercise
price of $12.00.

Vijay Vaidyanathan

We have entered into an employment agreement, dated March 10, 1998, as
amended on August 12, 1998, with Vijay Vaidyanathan, Xoom.com's Chief Technical
Officer. The agreement provides that Mr. Vaidyanathan receives a yearly salary
of $120,000. Mr. Vaidyanathan is also entitled to participate in Xoom.com's
medical, dental and vision insurance plan and in any other employee benefit
plan Xoom.com adopt. Should Xoom.com terminate Mr. Vaidyanathan without Cause
(as defined in the agreement), Xoom.com must provide Mr. Vaidyanathan 90 days'
advance written notice, and Xoom.com may in Xoom.com's discretion terminate

Mr. Vaidyanathan's employment at any time prior to the end of this notice
period, provided Xoom.com pay Mr. Vaidyanathan an amount equal to his base
compensation plus benefits Mr. Vaidyanathan would have earned through the
balance of the notice period. In the event Xoom.com exercise Xoom.com's right
to terminate Mr. Vaidyanathan without Cause, Mr. Vaidyanathan shall be
immediately entitled to exercise 100% of any stock options Xoom.com has granted
to him that had not previously vested. Mr. Vaidyanathan may exercise his vested
stock options for a four month period from the date Xoom.com notify him of
Xoom.com's intention to terminate his employment.

Should Xoom.com terminate Mr. Vaidyanathan for Cause, Xoom.com must pay Mr.
Vaidyanathan all compensation due on the date of termination. In the event of a
Change in Control or Corporate Transaction (as defined in the agreement) as a
result of which Mr. Vaidyanathan's employment with Xoom.com is involuntarily
terminated, with or without cause, Mr. Vaidyanathan will be entitled to payment
of an amount equal to 6 months' base compensation plus benefits, and all stock
options Xoom.com previously granted to Mr. Vaidyanathan will immediately become
fully vested and exercisable.

Under the terms of his agreement, Mr. Vaidyanathan may terminate his
employment with Xoom.com at any time for any reason by providing Xoom.com with
thirty days' advance written notice. Should Mr. Vaidyanathan's employment with
Xoom.com terminate for any reason, the agreement further provides that Mr.
Vaidyanathan: (A) will not use any of Xoom.com's proprietary information
without Xoom.com's prior written consent; (B) will not use any confidential
information to compete against Xoom.com or any of Xoom.com's employees; and (C)
will not, for one year following termination, solicit any of Xoom.com's
customers or employees.

Mr. Vaidyanathan will be eligible for an annual review of his agreement no
later than August 12, 1999. Under the agreement, Xoom.com granted Mr.
Vaidyanathan options to purchase up to 93,334 shares of common stock at a per
share exercise price of $2.31.

Russell Hyzen

On July 20, 1998, Russell S. Hyzen, Xoom.com's Vice President Business
Development, entered into an employment agreement with Xoom.com. The agreement
provides for an annual salary of $120,000 and a discretionary bonus of up to
$10,000 per quarter to be paid upon achievement of personal and company targets
to be defined. Should Xoom.com terminate Mr. Hyzen without Cause (as defined in
the agreement), Xoom.com is required to provide Mr. Hyzen 90 days' advance
written notice, and Xoom.com may in Xoom.com's discretion terminate Mr. Hyzen's
employment at any time prior to the end of this notice period, provided
Xoom.com pay Mr. Hyzen an amount equal to his base compensation plus benefits
Mr. Hyzen would have earned through the balance of the notice period. If
Xoom.com exercise Xoom.com's right to terminate Mr. Hyzen without Cause, Mr.
Hyzen shall be immediately entitled to exercise 100% of any stock options
Xoom.com have granted to him that had not previously vested. If Mr. Hyzen is
terminated without Cause, he may exercise his vested stock options for a four
month period from the date Xoom.com notify him of Xoom.com's intention to
terminate his employment.

Should Xoom.com terminate Mr. Hyzen for Cause, Xoom.com must pay Mr. Hyzen
all compensation due on the date of termination. In the event of a Change in
Control or Corporate Transaction (as defined in the agreement) as a result of
which Mr. Hyzen's employment with Xoom.com is involuntarily terminated for any
reason, with or without cause, Mr. Hyzen will be entitled to payment of an
amount equal to 6 months' base compensation plus benefits, and any and all
stock options Xoom.com previously granted to him will immediately become fully
vested and exercisable.

Under the terms of the agreement, Mr. Hyzen may terminate his employment
with Xoom.com at any time for any reason by providing Xoom.com with thirty
days' advance written notice. Should Mr. Hyzen's employment with Xoom.com
terminate for any reason, the agreement further provides that Mr. Hyzen: (A)
will not use any of Xoom.com's proprietary information without Xoom.com's prior
written consent; (B) will not

use any confidential information to compete against Xoom.com or any of
Xoom.com's employees; and (C) will not, for one year following termination,
solicit any of Xoom.com's customers or employees.

Pursuant to a letter agreement entered into prior to fiscal 1998, Xoom.com
granted Mr. Hyzen options to purchase up to 136,667 shares of common stock at a
per share exercise price of $0.03.

Indemnification Agreements

Under the terms of indemnification agreements with each of Xoom.com's
directors, Xoom.com is obligated to indemnify each director against certain
claims and expenses for which the director might be held liable in connection
with past or future service on the Board. In addition, Xoom.com's Certificate
of Incorporation provides that, to the greatest extent permitted by the
Delaware General Corporation Law, its directors shall not be liable for
monetary damages for breach of fiduciary duty as a director.

COMPENSATION COMMITTEE REPORT

The Compensation Committee (the "Committee") of the Board of Directors
currently consists of Bob Ellis and James Heffernan, both of whom are outside
directors of Xoom.com. The Committee reviews and recommends to the Board of
Directors the compensation and benefits of all officers of Xoom.com and
establishes and reviews general policies relating to compensation and benefits
of employees of Xoom.com. The following is the report of the Committee
describing the compensation policies and rationale applicable to Xoom.com's
executive officers with respect to the compensation paid to such executive
officers for the fiscal year ended December 31, 1998. The information contained
in this report shall not be deemed to be "soliciting material" or to be "filed"
with the Securities and Exchange Commission, nor shall such information be
incorporated by reference into any future filing under the Securities Act of
1933, as amended, or the 1934 Securities Exchange Act, as amended, except to
the extent that Xoom.com specifically incorporates it by reference in such
filing.

Compensation Philosophy and Review

Xoom.com's executive compensation program is generally designed to align the
interests of executives with the interests of stockholders and to reward
executives for achieving corporate and individual objectives. The executive
compensation program is also designed to attract and retain the services of
qualified executives in the highly competitive Internet and computer networking
marketplaces. Executive compensation currently consists of a base salary,
quarterly incentive plan, long-term equity incentives, and other compensation
and benefit programs generally available to other employees.

The Committee has considered the potential impact of Section 162(m) of the
Internal Revenue Code on the compensation paid to Xoom.com's executive
officers. Section 162(m) disallows a tax deduction for any publicly-held
corporation for individual compensation exceeding $1.0 million in any taxable
year for any of the executive officers, unless compensation is performance-
based. In general, it is the Committee's policy to qualify, to the maximum
extent possible, its executives' compensation for deductibility under
applicable tax laws.

Base Salaries

Base salary levels for the Chief Executive Officer (the "CEO") and other
executive officers are intended to compensate executives competitively within
the high-technology marketplace. Base salaries are determined on an individual
basis by evaluating each executive's scope of responsibility, past performance,
prior experience and data on prevailing compensation levels in relevant markets
for executive talent. Regarding the latter measure, certain companies included
in the peer group index of the stock performance graph are also included in
surveys reviewed by the Committee in determining salary levels for the CEO and
other executive officers of Xoom.com. Base salaries for executives are reviewed
annually by the Committee.

Quarterly Incentive Plan

Xoom.com provides quarterly incentive bonuses for its executive officers as
well as other key management employees. The quarterly incentive plan is
intended to provide a direct link between management compensation and the
achievement of corporate and individual objectives. The level of bonus is based
determined on an individual basis by evaluating each executive's scope of
responsibility. At the beginning of each quarter, Xoom.com sets certain
corporate objectives (including financial performance goals) and each
individual manager sets his or her own personal objectives to support the
achievement of the corporate objectives. At the end of the quarter, performance
is assessed and the level of bonus payable, if any, is determined. Achievement
of corporate objectives is given more weight than achievement of individual
objectives for purposes of determining the quarterly bonus.

Long-Term Equity Incentives

Xoom.com provides long-term equity incentives to its executive officers and
to all other employees through the grant of stock options under its 1998 Stock
Incentive Plan. The purpose of granting stock options is to create a direct
link between compensation and the long-term performance of Xoom.com. Stock
options are generally granted at an exercise price equal to 100% of the fair
market on the date of grant, have a ten year term and generally vest in
installments over 48 months. Because the receipt of value by an executive
officer under a stock option is dependent upon an increase in the price of
Xoom.com's common stock, this portion of the executives' compensation is
directly aligned with an increase in stockholder value. The primary stock
options granted to executive officers are generally in conjunction with the
executive officer's acceptance of employment with Xoom.com. When determining
the number of stock options to be awarded to an executive officer, the
Committee considers the executive's current contribution to Xoom.com's
performance, the executive officer's anticipated contribution in meeting
Xoom.com's long-term strategic performance goals and comparisons to formal and
informal surveys of executive stock option grants made by other Internet and
computer networking companies. The Committee also reviews stock option levels
for executive officers at the beginning of each fiscal year in light of long-
term strategic and performance objectives and each executive's current and
anticipated contributions to Xoom.com's future performance. Reflecting the
increasing scope of Xoom.com's business, the Committee recommended (and the
full Board of Directors granted) stock option grants in December 1998 for the
CEO of 158,333 shares and for the other Named Executive Officers of an
aggregate of 216,666 shares.

Other Compensation

Xoom.com's executive officers are also eligible to participate in
compensation and benefit programs generally available to other employees,
including Xoom.com's 1998 Employee Stock Purchase Plan. In addition, from time
to time, executive officers have received sign-on bonuses or other bonuses
based on extraordinary effort.

CEO Compensation

Laurent Massa is President and Chief Executive Officer of Xoom.com. The
Committee reviews Mr. Massa's compensation annually using the same criteria and
policies as are employed for other executive officers. Mr. Massa's compensation
was initially determined in part by the terms of an employment agreement
entered into in July 1998. See "Management--Employment Agreements" above.
However, the Committee retains the discretion to increase Mr. Massa's
compensation to levels above those provided in the employment agreement. Mr.
Massa did not receive a salary increase during fiscal 1998, although he
received bonuses under the quarterly incentive plan equal to $15,593. In
addition, he received stock option grants in fiscal 1998 as described above.

Submitted by the Compensation
Committee of the Board of Directors

Bob Ellis
James Heffernan

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of Xoom.com's Compensation Committee serves as a member of the
board of directors or compensation committee of any entity that has one or more
executive officers serving as a member of Xoom.com's Board of Directors or
Compensation Committee.

CERTAIN TRANSACTIONS

Some of Xoom.com's directors, executive officers and affiliates have entered
into stock purchase transactions with Xoom.com, as follows:

. Following Xoom.com's incorporation, Chris Kitze, one of Xoom.com's
founders, purchased 333,334 shares of common stock for cash at a price
of $0.0003 per share, resulting in aggregate proceeds to Xoom.com of
$100; and, pursuant to a Common Stock Purchase Agreement dated
August 26, 1996, Naveen Jain, an affiliate of Xoom.com, purchased
333,334 shares of common stock for cash at a price of $0.0003 per share,
resulting in aggregate proceeds to Xoom.com of $100. In connection with
these transactions, Xoom.com entered into a Stockholders' Agreement with
Mr. Kitze and Mr. Jain. This Stockholders' Agreement was terminated on
February 10, 1998.

. Pursuant to a Common Stock Purchase Agreement dated December 31, 1996,
Mr. Kitze and Mr. Jain purchased an additional 2,333,334 and 1,000,000
shares, respectively, of common stock in exchange for the cancellation
of promissory notes in the amount of $700,000 and $300,000,
respectively. In the same agreement, Mr. Jain contributed 666,667 shares
of common stock to Xoom.com.

. Pursuant to Common Stock Purchase Agreements dated February 13, 1997 and
November 23, 1997, Flying Disc Investments Limited Partnership, of which
Mr. Kitze is a general partner, purchased an additional 1,333,336 and
94,445 shares of common stock, respectively, from Xoom.com for cash at
$0.45 and $0.90 per share, respectively, resulting in aggregate proceeds
to Xoom.com of approximately $685,000.

. Flying Disc purchased an additional 108,228 shares of common stock in
February 1998 pursuant to a Common Stock Purchase Agreement for cash at
a price of $2.31 per share.

. Under a Common Stock and Warrant Purchase Agreement dated as of April
25, 1998, Flying Disc purchased 30,030 shares of common stock for cash
at a per share price of $3.33 along with a warrant to purchase an
additional 6,006 shares at $3.33 per share, resulting in aggregate
proceeds to Xoom.com of approximately $100,000.

. Under a Common Stock and Warrant Purchase Agreement dated as of June 18,
1998, Internet Ventures, LLC purchased 30,030 shares of common stock for
cash at a per share price of $3.33 along with a warrant to purchase an
additional 6,006 shares at $3.33 per share, resulting in aggregate
proceeds to Xoom.com of approximately $100,000. Mr. Jain is the managing
member of Internet Ventures.

All of the warrants described above were exercised before the completion of
Xoom.com's initial public offering.

In addition to these purchases, under a Stock Purchase Agreement dated
February 13, 1997, Bob Ellis, one of Xoom.com's Directors, purchased 55,556
shares of common stock for cash at a price of $1.80 per share, resulting in
aggregate proceeds to Xoom.com of approximately $100,000. On August 4, 1997,
due to a revaluation of the shares Mr. Ellis purchased, he was awarded an
additional 55,556 shares of common stock at the new price of $0.90 per share.
In addition, on the same date, Mr. Ellis purchased an additional 222,222 shares
of common stock for cash at $0.90 per share, resulting in aggregate proceeds to
Xoom.com of approximately $200,000.

Xoom.com has entered into a Consulting Agreement, dated May 15, 1998, with
James J. Heffernan, an outside Director. The agreement will terminate on
November 15, 1999. The agreement provides for Mr. Heffernan to receive a
monthly compensation of $10,000, paid in the form of common stock, and options
to buy 16,667 shares of common stock at an exercise price of $3.33 per share.
Mr. Heffernan was granted stock options to buy an additional 16,667 shares of
common stock at an exercise price of $3.33 per share upon completion of
Xoom.com's initial public offering. In addition, Mr. Heffernan was entitled to
a finder fee, payable in shares of common stock, of 5% of any investment he
secured on Xoom.com's behalf between May 15, 1998 and June 30, 1998. Under this
arrangement, Mr. Heffernan received 50,203 shares of common stock.

Xoom.com has entered into a Content License Agreement dated February 22,
1998, with Classic Media Holdings, whereby Xoom.com were granted certain non-
exclusive, perpetual, world-wide licensing rights in connection with Classic
Media Holdings' library of public domain movies. As consideration for the
license, Xoom.com issued 43,290 shares of common stock to Classic Media
Holdings' principals. Mr. Kitze is a principal of Classic Media Holdings.

On March 16, 1999, Xoom.com amended and restated a license agreement with
Paralogic Software Corporation, a California corporation. Pursuant to the
license agreement, Paralogic Software Corporation granted Xoom.com a license to
its ParaChat Chat Client and ParaChat Chat Server software in source code form.
In consideration for the license, Xoom.com agreed to pay Paralogic Software
Corporation an aggregate fee of $300,000. Vijay Vaidyanathan, Xoom.com's Chief
Technical Officer, is a majority shareholder of Paralogic Software Corporation
and the Chairman of its Board of Directors.

Xoom.com entered into employment agreements, indemnification agreements and
other compensation arrangements with Xoom.com's directors and officers. See
"Management--Employment Agreements."

We believe that all of the transactions set forth above were made on terms
no less favorable to Xoom.com than could have been obtained from unaffiliated
third parties. We intend that all future transactions, including loans, between
Xoom.com and Xoom.com's officers, directors, principal stockholders and their
affiliates will be approved by a majority of the Board of Directors, including
a majority of the independent and disinterested outside directors on the Board
of Directors, and be on terms no less favorable to Xoom.com than could be
obtained from unaffiliated third parties.

STOCK PRICE PERFORMANCE

The following graph shows a comparison of cumulative total stockholder
returns for Xoom.com's Common Stock, the Nasdaq Stock Market Index for U.S.
Companies, and the Hambrecht & Quist Internet Index. The graph assumes the
investment of $100 from December 9, 1998, the date of Xoom.com's initial public
offering, through December 31, 1998. The data regarding the Company assumes an
investment at the initial public offering price of $14.00 per share of
Xoom.com's common stock. The performance shown is not necessarily indicative of
future performance.

[PERFORMANCE GRAPH APPEARS HERE]

Hambrecht & Quist
Date Xoom.com NASDAQ Index Internet Index
- ---- ----------- ------------ ------------------

12/9/98 $100 $100 $100
12/31/98 $235.71 $106.94 $114.73

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires Xoom.com's
officers and directors, and persons who own more than 10% of a registered class
of Xoom.com's equity securities, to file certain reports regarding ownership
of, and transactions in, Xoom.com's securities with the Securities and Exchange
Commission. Such officers, directors and 10% stockholders are also required by
Securities and Exchange Commission rules to furnish Xoom.com with copies of all
Section 16(a) forms that they file. Based solely on its review of the copies of
such forms received by it, or written representations from certain reporting
persons, Xoom.com believes that for the year ended December 31, 1998, all
reporting persons complied with Section 16(a) filing requirements except as set
forth below:

Mr. Sznajderman timely filed a Form 3 in which a transaction was not
reported correctly, and subsequently filed a corrective amendment thereto.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Proposals of stockholders of Xoom.com which are intended to be presented by
such stockholders at Xoom.com's 2000 Annual Meeting of Stockholders must be
received by Xoom.com no later than January 4, 2000 to be included in the proxy
statement and form of proxy relating to that meeting. The deadline for
submitting a stockholder's proposal that will not be included in the proxy
statement and form of proxy for Xoom.com's 1999 Annual Meeting of Stockholders
but nonetheless will be eligible for consideration is March 20, 2000.

OTHER MATTERS

Xoom.com knows of no other matters that will be presented for consideration
at the Annual Meeting. If any other matters properly come before the Annual
Meeting, it is the intention of the persons named in the enclosed form of proxy
to vote the shares they represent as the board of directors may recommend.
Discretionary authority with respect to such other matters is granted by the
execution of the enclosed proxy.

By Order of the Board of Directors

/s/ John Harbottle

John Harbottle

Vice President, Finance, Chief
Financial Officer and Secretary

San Francisco, California

May 3, 1999

PROXY

XOOM.COM, INC.

ANNUAL MEETING OF STOCKHOLDERS
MAY 26, 1999

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Laurent Massa and John Harbottle and each
of them as Proxies of the undersigned, with full power of substitution, and
hereby authorizes them to represent and to vote, as designated below, all of the
shares of Common Stock of Xoom.com, Inc. (the "Company"), held of record by the
undersigned on March 29, 1999 at the Annual Meeting of Stockholders of Xoom.com,
Inc. to be held on May 26, 1999, or at any adjournment or postponement thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NOS. 1, 2 AND 3.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED ON THE REVERSE
SIDE. THIS PROXY WILL BE VOTED FOR PROPOSAL NOS. 1, 2 AND 3 IF NO SPECIFICATION
IS MADE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

The Board of Directors recommends a vote FOR Proposal Nos. 1, 2 and 3.
This Proxy will be voted FOR Proposal Nos. 1, 2 and 3 if no specification is
made.

1. To elect seven directors to serve for a one-year term or until their
successors are duly elected and qualified.

NOMINEES: Jeffrey Ballowe, Bob Ellis, James Heffernan, Robert C. Harris,
Jr., Chris Kitze, Laurent Massa and Philip Schlein

2. To approve an amendment to the Company's 1998 Stock Incentive Plan to
increase the number of shares of Common Stock authorized for issuance over the
term of the 1998 Stock Incentive Plan by an additional 2,000,000 shares.

3. To approve an amendment to the Company's Certificate of Incorporation
to increase the number of authorized shares of the Company's Common Stock from
40,000,000 shares to 80,000,000 shares.

4. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting, including the election of any
director if any of the above nominees is unable to serve or for good cause will
not serve

PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE

Please sign exactly as your name(s) is (are) shown on the shares
certificate to which the Proxy applies. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

Signature:_______ Date:________ Signature:_________ Date:__________