SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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Check the appropriate box: [_]

[_] Preliminary Proxy Statement

[_] Confidential, for Use of the Commission Only (as permitted by
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[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

ValiCert, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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[x] No fee required.

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
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VALICERT, INC.
339 N. Bernardo Avenue
Mountain View, CA 94043

May 7, 2001

Dear Stockholder:

This year's annual meeting of stockholders will be held on Friday, June 8,
2001, at 9:00 a.m. local time, in the boardroom at ValiCert, Inc.'s principal
offices, 339 N. Bernardo Avenue, Mountain View, CA 94043. You are cordially
invited to attend.

The Notice of Annual Meeting of Stockholders and a Proxy Statement, which
describe the formal business to be conducted at the meeting, follow this
letter.

It is important that you use this opportunity to take part in the affairs
of ValiCert, Inc. by voting on the business to come before this meeting. After
reading the Proxy Statement, please promptly mark, sign, date and return the
enclosed proxy card in the prepaid envelope to assure that your shares will be
represented. Regardless of the number of shares you own, your careful
consideration of, and vote on, the matters before our stockholders is
important.

A copy of ValiCert, Inc.'s Annual Report to Stockholders is also enclosed
for your information. At the annual meeting we will review ValiCert, Inc.'s
activities over the past year and our plans for the future. Our board of
directors and management look forward to seeing you at the annual meeting.

Very truly yours,

/s/ Joseph (Yosi) Amram
Joseph (Yosi) Amram
President and
Chief Executive Officer

VALICERT, INC.
339 N. Bernardo Avenue
Mountain View, CA 94043

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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

To Be Held June 8, 2001

TO THE STOCKHOLDERS:

Notice is hereby given that the annual meeting of the stockholders of
ValiCert, Inc., a Delaware corporation ("ValiCert"), will be held on June 8,
2001, at 9:00 a.m. local time, in the boardroom at our principal offices
located at 339 N. Bernardo Avenue, Mountain View, California 94043, for the
following purposes:

1. To elect two (2) Class I directors to hold office for a 3-year term
and until their respective successors are elected and qualified.

2. To ratify the appointment of Deloitte & Touche LLP as ValiCert's
independent auditors for the fiscal year ending December 31, 2001.

3. To transact such other business as may properly come before the
meeting.

Stockholders of record at the close of business on April 26, 2001 are
entitled to notice of, and to vote at, this meeting and any adjournment or
postponement. For ten days prior to the meeting, a complete list of
stockholders entitled to vote at the meeting will be available for examination
by any stockholder, for any purpose relating to the meeting, during ordinary
business hours at ValiCert's principal offices located at 339 N. Bernardo
Avenue, Mountain View, California 94043.

By order of the Board of Directors,

/s/ Srinivasan (Chini) Krishnan
Srinivasan (Chini) Krishnan
Secretary

May 7, 2001
Mountain View, California

IMPORTANT: Please fill in, date, sign and promptly mail the enclosed proxy
card in the accompanying postage-paid envelope to assure that your shares
are represented at the meeting. If you attend the meeting, you may choose
to vote in person even if you have previously sent in your proxy card.

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

The accompanying proxy is solicited by the board of directors of ValiCert,
Inc., a Delaware corporation ("ValiCert"), for use at its annual meeting of
stockholders to be held on June 8, 2001, or any adjournment or postponement
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. This Proxy Statement and the enclosed proxy are being
mailed to our stockholders on or about May 7, 2001.

SOLICITATION AND VOTING

Annual Report. An annual report for the year ended December 31, 2000, is
enclosed with this proxy statement.

Voting Securities. Only stockholders of record as of the close of business
on April 26, 2001 will be entitled to vote at the meeting and any adjournment
thereof. As of that time, there were 22,806,225 shares of our common stock
outstanding, all of which are entitled to vote with respect to all matters to
be acted upon at the annual meeting. Each stockholder of record as of that
date is entitled to one vote for each share of our common stock held by him or
her. Our bylaws provide that a majority of all of the shares of the stock
entitled to vote, whether present in person or represented by proxy, shall
constitute a quorum for the transaction of business at the meeting. Votes for
and against, abstentions and "broker non-votes" will each be counted as
present for purposes of determining the presence of a quorum.

Solicitation of Proxies. The cost of soliciting proxies will be borne by
us. In addition to soliciting stockholders by mail through our employees, we
will request banks, brokers and other custodians, nominees and fiduciaries to
solicit customers for whom they hold our stock and will reimburse them for
their reasonable, out-of-pocket costs. We may use the services of our
officers, directors and others to solicit proxies, personally or by telephone,
without additional compensation.

Voting of Proxies. All valid proxies received before the meeting will be
exercised. All shares represented by a proxy will be voted, and where a proxy
specifies a stockholder's choice with respect to any matter to be acted upon,
the shares will be voted in accordance with that specification. If no choice
is indicated on the proxy, the shares will be voted in favor of the proposal.
A stockholder giving a proxy has the power to revoke his or her proxy at any
time before it is exercised by delivering to the secretary of ValiCert a
written instrument revoking the proxy or a duly executed proxy with a later
date, or by attending the meeting and voting in person.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

ValiCert has a classified board of directors consisting of two (2) Class I
directors, two (2) Class II directors and two (2) Class III directors, who
will serve until the annual meetings of stockholders to be held in 2001, 2002
and 2003, respectively, and until their respective successors are duly elected
and qualified. At each annual meeting of stockholders, directors are elected
for a term of three (3) years to succeed those directors whose terms expire at
the annual meeting dates.

The terms of the Class I directors will expire on the date of the upcoming
annual meeting. Accordingly, two (2) persons are to be elected to serve as
Class I directors of the board of directors at the meeting. Management's
nominees for election by the stockholders to those two (2) positions are the
current Class I members of the board of directors, Taher Elgamal and Magdalena
Yesil. If elected, the nominees will serve as directors until our Annual
Meeting of Stockholders in 2004 and until their successors are elected and
qualified. If any of the nominees decline to serve or becomes unavailable for
any reason, or if a vacancy occurs before the election (although we know of no
reason to anticipate that this will occur), the proxies may be voted for such
substitute nominees as we may designate.

If a quorum is present and voting, the two (2) nominees for Class I
director receiving the highest number of votes will be elected as Class I
directors. Abstentions and broker non-votes have no effect on the vote.

The ages and background of our current directors, including the Class I
nominees to be elected at this meeting, are as follows.

Director
Name Position With ValiCert Age Since
---- ---------------------- --- --------

Class I directors nominated for election at the 2001 Annual Meeting of
Stockholders:

Taher Elgamal................ Director 45 1997
Magdalena Yesil.............. Director 42 1999

Class II directors whose terms expire at the 2002 Annual Meeting of
Stockholders:

John Johnston................ Director 48 1998
Scott J. Loftesness.......... Director 53 1998

Class III directors whose terms expire at the 2003 Annual Meeting of
Stockholders:

Joseph (Yosi) Amram.......... President, Chief Executive 44 1997
Officer,
and Director
Srinivasan (Chini) Krishnan.. Chairman of the Board of 32 1996
Directors,
Chief Technology Officer, and
Secretary

Joseph (Yosi) Amram has served as our president and chief executive officer
since August 1997. From January 1989 to August 1996, Mr. Amram founded and
served as chairman and chief executive officer for Individual, Inc., a content
aggregation provider of personalized information services. Before that, Mr.
Amram was a venture capitalist at the Aegis Funds, and led the product
marketing group at Rational Software, a provider of object oriented software.
Mr. Amram served three years in the Israeli air force where he attained the
rank of sergeant major. Mr. Amram has B.S. and M.S. degrees in electrical
engineering from the Massachusetts Institute of Technology and an M.B.A. with
distinction from Harvard Business School.

Srinivasan (Chini) Krishnan co-founded ValiCert in February 1996 and has
served as our chairman of the board of directors and chief technology officer
since February 1996. From June 1994 to February 1996, Mr. Krishnan was at
Enterprise Integration Technologies where he was instrumental in launching and
managing Terisa Systems, a security toolkits company and CommerceNet, an
industry consortium to develop business over the Internet. From May 1991 to
June 1994, Mr. Krishnan served in various engineering positions at Cadence
Design Systems. Mr. Krishnan has a B.S. degree in computer science from the
Indian Institute of Technology and a M.S. degree in computer science from Duke
University.

Taher Elgamal has served as one of our directors since October 1997. Mr.
Elgamal has served as chief executive officer for Securify, an Internet
security company since June 1998. From April 1995 to June 1998, Mr. Elgamal
served as chief scientist for Netscape Communications, an Internet software
company. Mr. Elgamal serves on the board of directors of the following public
companies: RSA Security, Inc., hi/fn, Inc., and Phoenix Technologies, Ltd. Mr.
Elgamal has M.S. and Ph.D. degrees in electric engineering from Stanford
University.

John Johnston has served as one of our directors since May 1998. Mr.
Johnston has been a venture capitalist at August Capital since August 1995 and
from 1988 to the present, has been a venture capitalist at Technology Venture
Investors. Mr. Johnston has a B.A. degree in English from Princeton University
and an M.B.A. degree from Harvard Business School.

Scott J. Loftesness has served as one of our directors since March 1998.
Mr. Loftesness has acted as a private investor since July 1999. From August
1998 to July 1999, Mr. Loftesness was interim chief executive officer of
Digicash Incorporated, an electronic payment company that filed for Chapter 11
bankruptcy in 1998. From June 1994 to June 1998, Mr. Loftesness was group
executive at First Data Corporation, an electronic payment processing company.
Mr. Loftesness attended the University of California at Berkeley.

Magdalena Yesil has served as one of our directors since October 1999. Ms.
Yesil has been a venture capitalist at U.S. Venture Partners since January
1998. From August 1996 to December 1997, Ms. Yesil founded MarketPay, a
software company, and served as its president. From 1994 to August 1996, Ms.
Yesil founded Cybercash, a secure electronic payment company, and served as
vice president, marketing and technology. Ms. Yesil has a B.S. degree in
industrial engineering and a M.S. degree in electrical engineering from
Stanford University.

Board Meetings and Committees

Our board of directors held six (6) meetings during the fiscal year ended
December 31, 2000. Our board of directors has established an audit committee
and a compensation committee. It does not have a nominating committee or a
committee performing the functions of a nominating committee. During the last
fiscal year, no director attended fewer than seventy-five percent of the total
number of meetings of our board of directors and all of the committees of our
board of directors on which such director served held during that period.

The members of the audit committee during the fiscal ended December 31,
2000 were Taher Elgamal, John Johnston and Magdalena Yesil. The audit
committee's functions include:

. review with our independent auditors and management the annual financial
statements and independent auditors' opinion,

. review the scope and results of the examination of our financial
statements by the independent auditors,

. approve all professional services and related fees performed by the
independent auditors,

. recommend the retention of the independent auditors to our board of
directors, subject to ratification by our stockholders, and

. periodically review our accounting policies and internal accounting and
financial controls.

The audit committee also oversees actions taken by our independent
auditors, recommends the engagement of auditors and reviews our internal
audits. The audit committee held two (2) meetings during the fiscal year ended
December 31, 2000.

All members of the audit committee are "independent" in accordance with
Rules 4310(c)(26)(B)(i) and 4200(a)(15) of the National Association of
Securities Dealers, Inc. Our board of directors has adopted a charter for the
audit committee, which is attached as Appendix A to this Proxy Statement. The
information contained in this paragraph 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 we specifically
incorporates it by reference in such filing.

For additional information concerning the audit committee, see "Report of
the Audit Committee" and "Principal Accounting Firm Fees."

Compensation Committee Interlocks and Insider Participation

The members of the compensation committee during the fiscal year ended
December 31, 2000 were John Johnston and Scott J. Loftesness. The compensation
committee reviews and approves salary and bonus levels and stock option grants
for executive officers. During the fiscal year ended December 31, 2000, no
member of our compensation committee and none of our executive officers served
as a member of a board of directors or a compensation committee of any entity
that has one or more of our executive officers serving as a member of that
entity's board of directors or compensation committee. The compensation
committee held five (5) meetings during the fiscal year ended December 31,
2000. For additional information concerning the compensation committee, see
"Report of the Compensation Committee of the Board of Directors on Executive
Compensation."

Vote Required and Board of Directors' Recommendation

If a quorum is present and voting at the annual meeting of stockholders,
the nominees for Class I director receiving the highest number of votes will
be elected as a Class I director. Abstentions and broker non-votes will have
no effect on the outcome of the vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES
LISTED ABOVE.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC AUDITORS

Our board of directors has selected Deloitte & Touche LLP as our
independent public auditors to audit the consolidated financial statements of
ValiCert for the fiscal year ending December 31, 2001. Deloitte & Touche LLP
has acted in such capacity since its appointment in fiscal year 1999. A
representative of Deloitte & Touche LLP is expected to be present at the
annual meeting, with the opportunity to make a statement if the representative
desires to do so, and is expected to be available to respond to appropriate
questions.

The following table sets forth the aggregate fees billed to ValiCert for
the fiscal year ended December 31, 2000 by Deloitte & Touche LLP, the member
firms of Deloitte Touche Tohmatsu and its respective affiliates (collectively,
"Deloitte & Touche"):

Audit Fees....................................................... $159,000
Financial Information Systems Design and Implementation Fees..... None
All Other Fees................................................... $576,000

Audit Fees include fees for professional services and expenses related to
Deloitte & Touche's audit of our consolidated financial statements and
expenses related to timely reviews of quarterly financial information.

All Other Fees include fees and expenses for services rendered in
connection with our registration statement on Form S-1 and preparation of our
2000 tax returns. Deloitte & Touche did not provide any management advisory
services during the fiscal year ended December 31, 2000.

The audit committee has considered the role of Deloitte & Touche in
providing information technology, business consulting, tax services and other
non-audit services for ValiCert and has concluded that such services are
compatible with Deloitte & Touche's independence as our auditors.

Vote Required and Board of Directors' Recommendation

The approval of this proposal requires a majority of the votes cast at the
annual meeting of stockholders at which a majority of all outstanding shares
of common stock is present, either in person or by proxy, to be cast in favor
of this proposal. Abstentions and broker non-votes will each be counted as
present for purposes of determining the presence of a quorum but will not have
any effect on the outcome of the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPOINTMENT
OF DELOITTE & TOUCHE LLP AS VALICERT'S INDEPENDENT PUBLIC AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2001.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2001, certain information
with respect to the beneficial ownership of our common stock by:

(i) each stockholder that we know to be the beneficial owner of more than
5% of common stock,

(ii) each director and director-nominee of ValiCert,

(iii) each executive officer named in the Summary Compensation Table below,
and

(iv) all directors and executive officers of ValiCert as a group.

Throughout this Proxy Statement, we have adjusted all share amounts to
reflect the automatic conversion of our preferred stock into common stock and
a one-for-three stock split that occurred upon the closing of our initial
public offering in July 2000.

Except as otherwise indicated, the address of each beneficial owner is c/o
ValiCert, Inc., 339 N. Bernardo Avenue, Mountain View, California 94043.

Except as indicated in the footnotes to the table, we believe that the
persons named in the table have sole voting and dispositive power over all of
the shares of common stock that they own, except where community property laws
apply. This percentage includes the common stock which each named person has
the right to acquire beneficial ownership either currently or within sixty
(60) days of March 31, 2001, including upon exercise of stock options;
however, such common stock shall not be deemed outstanding for the purposes of
completing the percentage owned by any other person. Percentages of beneficial
ownership is based upon 22,812,282 shares of common stock outstanding on March
31, 2001.

Number of Shares
Beneficially
Name of Beneficial Owner Owned Percent
- ------------------------ ---------------- -------

U.S. Venture Partners (1)
2180 Sand Hill Road, Suite 300
Menlo Park, CA 94025................................ 1,917,692 8.4%
August Capital (2)
2480 Sand Hill Road, Suite 101
Menlo Park, CA 94025................................ 1,881,070 8.2
Gaitonde Living Trust (3)
c/o Girish Gaitonde
Xoriant Corporation
5400 Betsy Ross Drive
Santa Clara, CA 95054............................... 1,540,822 6.8
Joseph (Yosi) Amram (4).............................. 1,799,021 7.8
Srinivasan (Chini) Krishnan (5)...................... 1,489,396 6.5
Scott J. Loftesness (6).............................. 105,119 *
Taher Elgamal (7).................................... 79,999 *
Magdalena Yesil(8)................................... 60,000 *
John Johnston (9).................................... 20,000 *
Sathvik Krishnamurthy (10)........................... 401,031 1.8
Rajiv Dholakia (11).................................. 387,618 1.7
Alexander Garcia-Tobar (12).......................... 283,609 1.2
Martin Yam (13)...................................... 254,761 1.1
Timothy Conley (14).................................. 246,824 1.1
Directors and executive officers as a group (12
persons)(15)........................................ 5,718,059 23.7

- --------
(1) According to Schedule 13G filed by the stockholder with the Securities
and Exchange Commission in February 2001, U.S. Venture Partners
beneficially owns 1,917,692 shares of common stock.

(2) According to Schedule 13G filed by the stockholder with the Securities
and Exchange Commission in February 2001, August Capital beneficially
owns 1,881,070 shares of common stock.

(3) According to Schedule 13G filed by the stockholder with the Securities
and Exchange Commission in February 2001, the Gaitonde Living Trust
beneficially owns 1,540,822 shares of common stock.

(4) Includes 169,183 shares held in trust for Mr. Amram's children. Also
includes 146,666 shares subject to options and 104,283 shares from a
warrant that may be exercised within 60 days of March 31, 2001.

(5) Includes 2,750 shares held by Mr. Krishan's spouse. Also includes 73,333
shares subject to options and 38,194 shares from a warrant that may be
exercised within 60 days of March 31, 2001.

(6) Includes 20,000 shares subject to options and 6,613 shares from a warrant
that may be exercised within 60 days of March 31, 2001.

(7) Includes 33,333 shares subject to options that may be exercised within 60
days of March 31, 2001.

(8) Includes 40,000 shares held in the name of a trust for Ms. Yesil's
children. Also includes 20,000 shares subject to options that may be
exercised within 60 days of March 31, 2001.

(9) Represents 20,000 shares subject to options that may be exercised within
60 days of March 31, 2001.

(10) Includes 346,500 shares held in the name of the Krishnamurthy Trust and
25,000 shares subject to options and 66,031 shares from a warrant that
may be exercised within 60 days of March 31, 2001. Also includes 2,500
shares held by Mr. Krishnamurthy's sister and 1,000 shares held in trust
for his sister's children, of which he disclaims beneficial ownership.

(11) Includes 15,000 shares held in the name of the Dholakia Family Trust.
Also includes 25,000 shares subject to options and 44,285 shares from a
warrant that may be exercised within 60 days of March 31, 2001.

(12) Includes 73,333 shares subject to options and 15,276 shares from a
warrant that may be exercised within 60 days of March 31, 2001.

(13) Includes 16,000 shares held in trust for Mr. Yam's children. Also
includes 40,000 shares subject to options and 21,428 shares from a
warrant that may be exercised within 60 days of March 31, 2001.

(14) Includes 191,666 shares subject to options and 21,825 shares from a
warrant that may be exercised within 60 days of March 31, 2001.

(15) Includes 956,086 shares subject to options and 317,935 shares from
warrants that may be exercised within 60 days of December 31, 2000.

EXECUTIVE COMPENSATION AND OTHER MATTERS

EXECUTIVE COMPENSATION

The following table sets forth the compensation of our chief executive
officer and the next five most highly compensated executive officers of
ValiCert whose total annual salary and bonus exceeded $100,000 per year for
services rendered to ValiCert for the last two fiscal years.

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------------------------- ------------
SHARES
ALL OTHER UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) OPTIONS
- --------------------------- ---- -------- ------- -------------- ------------

Joseph (Yosi) Amram,........... 2000 $165,000 $85,000 $ 66,666
President and Chief 1999 150,000 61,750 133,333
Executive Officer
Timothy Conley(3),............. 2000 170,000 30,000 200,000
VP Finance and Chief 1999 0
Financial Officer
Rajiv Dholakia,................ 2000 200,000 20,000 33,333
VP Product Development and 1999 180,000 17,900 0
Operations and Chief
Technology Officer
Alexander Garcia-Tobar,........ 2000 130,000 47,102 22,898 66,666
VP, International 1999 100,000 35,330 66,666
Operations and VP
Global Sales
Sathvik Krishnamurthy,......... 2000 160,000 40,000 50,000
VP Marketing and 1999 145,000 28,050 0
Business Development
Martin Yam,.................... 2000 145,000 48,000 48,250 66,666
VP Sales and Field 1999 135,000 49,932 50,000
Operations, VP Global Services

- --------
(1) Bonuses are based on performance. See "Report of the Compensation Committee
on Executive Compensation."

(2) Represents commissions based on performance.

(3) Hired in 2000.

Stock Options Granted in Fiscal 2000

The following table provides the specified information concerning grants of
options to purchase our common stock made during the fiscal year ended
December 31, 2000 to the persons named in the Summary Compensation Table:

Option Grants in Last Fiscal Year

Individual Grants Potential Realized
-------------------------------------------- Value at Assumed
% of Total Annual Rates of
Number of Options Stock Price
Shares Granted Exercise Appreciation for
Underlying to Employees Price Option Term(1)
Options in Fiscal Per Expiration -------------------
Name Granted(2) Year(3) Share(4) Date 5% 10%
---- ---------- ------------ -------- ---------- -- ----------

Joseph (Yosi) Amram..... 66,666 2.7% $ 3.00 04/13/2010 $125,778 $ 318,745
Timothy Conley.......... 200,000 8.2 1.65 02/03/2010 207,535 525,935
Rajiv Dholakia.......... 33,333 1.4 1.25 01/03/2010 26,204 66,405
Alexander Garcia-Tobar.. 66,666 2.7 33,333 01/03/2010 26,204 66,405
at $1.25;
33,333 04/13/2010 628,894 1,593,741
at $3.00
Sathvik Krishnamurthy... 50,000 2.1 1.25 01/03/2010 39,306 99,609
Martin Yam.............. 66,666 2.7 33,333 01/03/2010 26,204 66,405
at $1.25;
33,333 04/13/2010 628,894 1,593,741
at $3.00

- --------
(1) Potential gains are net of exercise price, but before taxes associated
with exercise. These amounts represent certain assumed rates of
appreciation only, based on the Securities and Exchange Commission rules.
Actual gains, if any, on stock option exercises are dependent on the
future performance of the common stock, overall market conditions and the
option holders' continued employment through the vesting period. The
amounts reflected in this table may not necessarily be achieved.

(2) All options granted under the 1998 Stock Plan are immediately exercisable
but vest over a four-year period from the date of grant, subject to the
optionee's continuous employment with ValiCert. Generally, twenty-five
percent of an option will vest one year after the date of the option grant
and the remaining seventy-five percent of the option will vest monthly
thereafter so long as the holder of the option remains an employee of
ValiCert.

(3) Based on a total of 2,431,497 options granted to all employees during
fiscal 2000.

(4) All option prices were set by the board of directors following review of
the earnings history and financial condition of ValiCert.

Aggregate Option Exercises for Fiscal 2000 and Fiscal 2000 Year-End Values

The following table provides information concerning exercises of options to
purchase ValiCert common stock during the fiscal year ended December 31, 2000,
and unexercised options held on December 31, 2000, by the persons named in the
Summary Compensation Table:

Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money Options at
Shares Options at Fiscal Year End Fiscal Year End(1)
Acquired ---------------------------- ----------------------------
on Value
Name Exercise Realized Exercisable(2) Unexercisable Exercisable(2) Unexercisable
---- -------- -------- -------------- ------------- -------------- -------------

Joseph (Yosi) Amram..... 0 $ 0 66,666 0 $ 437,496 $ 0
Timothy Conley.......... 33,333 0 166,666 0 1,093,746 0
Rajiv Dholakia.......... 33,333 0 0 0 0 0
Alexander Garcia-Tobar.. 33,333 0 33,333 0 218,748 0
Sathvik Krishnamurthy... 50,000 0 0 0 0 0
Martin Yam.............. 26,666 0 40,000 0 262,500 0

- --------
(1) Based on a market value of $6.5625, the closing price of ValiCert's common
stock on December 29, 2000, as reported by the Nasdaq National Market.

Shares Acquired on Exercise includes all shares that may be purchased under
the option, or portion of the option, exercised without deducting shares
withheld to satisfy tax obligations, sold to pay the exercise price, or
otherwise disposed of. Value Realized is calculated by multiplying the
difference between the market value of a share of common stock (closing market
price) on the exercise date and the exercise price by the number of shares
acquired upon exercise.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements

Employment Agreements

We entered into an employment agreement with Joseph (Yosi) Amram, our
president and chief executive officer, in August 1997. Under this agreement,
Mr. Amram was paid an annual base salary of $150,000 and a bonus of up to
$50,000 in 1998. After 1998, Mr. Amram's salary and bonus were determined by
our compensation committee. Under his employment agreement, Mr. Amram was
granted options to purchase 36,666 shares of common stock at a purchase price
of $0.09 per share, which will vest over three years, with one-sixth vesting
upon the completion of six months of service and the remainder vesting in
equal monthly installments over the next 30 months of service. If we terminate
Mr. Amram for reasons other than a material breach of his duties, or
significantly interfere with his ability to perform his job duties or
significantly demote him, before all of his options vest, all of his option
shares that remain unvested will vest if the per share value of our common
stock equals or exceeds $9.00; or fifty percent of Mr. Amram's option shares
that remain unvested will vest if the per share value of our common stock is
less than $9.00. Upon a change-in-control, all of Mr. Amram's unvested option
shares will vest.

Stock Option and Warrant Agreements

Joseph (Yosi) Amram. We entered into stock option and warrant agreements
with Joseph (Yosi) Amram, our president, chief executive officer and a member
of our board of directors. Mr. Amram was granted options to purchase an
aggregate of 342,728 shares of common stock. Mr. Amram has exercised options
to purchase

276,062 shares of common stock. Mr. Amram was granted warrants to purchase
175,484 shares of common stock. Mr. Amram has not exercised any of these
warrants. The stock option and warrant agreements provide for immediate
termination of our right to repurchase all unvested shares upon a change-in-
control event.

Srinivasan (Chini) Krishnan. We entered into stock option and warrant
agreements with Srinivasan (Chini) Krishnan, the chairman of our board of
directors, chief technology officer and secretary. Mr. Krishnan was granted
options to purchase an aggregate of 516,507 shares of common stock. Mr.
Krishnan has exercised options to purchase 1,105,396 shares of common stock.
Mr. Krishnan was granted warrants to purchase 83,333 shares of common stock.
Mr. Krishnan has not exercised any of these warrants. The stock option and
warrant agreements provide for immediate termination of our right to
repurchase all unvested shares upon a change-in-control event.

Timothy Conley. We entered into stock option and warrant agreements with
Timothy Conley, our vice president, finance, and chief financial officer. Mr.
Conley was granted options to purchase an aggregate of 200,000 shares of
common stock. Mr. Conley has exercised options to purchase 33,333 shares of
common stock. Mr. Conley was granted warrants to purchase 33,333 shares of
common stock. Mr. Conley has not exercised any of these warrants. The stock
option and warrant agreements provide for immediate termination of our right
to repurchase fifty percent of unvested shares upon a change-in-control event.

Rajiv Dholakia. We entered into stock option and warrant agreements with
Rajiv Dholakia, our vice president, product development and operations and
chief technology officer. Mr. Dholakia was granted options to purchase an
aggregate of 333,333 shares of common stock. Mr. Dholakia has exercised all of
these options. Mr. Dholakia was granted warrants to purchase 60,000 shares of
common stock. Mr. Dholakia has not exercised any of these warrants. The stock
option and warrant agreements provide for immediate termination of our right
to repurchase fifty percent of unvested shares upon a change-in-control event.

Alexander Garcia-Tobar. We entered into stock option and warrant agreements
with Alexander Garcia-Tobar, our vice president, international operations and
global sales. Mr. Garcia-Tobar was granted options to purchase an aggregate of
233,333 shares of common stock. Mr. Garcia-Tobar has exercised 200,000 of
these options. Mr. Garcia-Tobar was granted warrants to purchase 33,333 shares
of common stock. Mr. Garcia-Tobar has not exercised any of these warrants. The
stock option and warrant agreements provide for immediate termination of our
right to repurchase fifty percent of unvested shares upon a change-in-control
event.

David Jevans. We entered into a stock option agreement with David Jevans,
our vice president, corporate development. Mr. Jevans was granted options to
purchase 429,421 shares of common stock. Mr. Jevans has exercised options to
purchase 166,666 shares of common stock. The stock option agreement provides
for immediate termination of our right to repurchase fifty percent of unvested
options upon a change-in-control event.

Sathvik Krishnamurthy. We entered into stock option and warrant agreements
with Sathvik Krishnamurthy, our vice president, marketing and business
development. Mr. Krishnamurthy was granted options to purchase an aggregate of
350,000 shares of common stock. Mr. Krishnamurthy has exercised all of these
options. Mr. Krishnamurthy was granted warrants to purchase 86,666 shares of
common stock. Mr. Krishnamurthy has not exercised any of these warrants. The
stock option and warrant agreements provide for immediate termination of our
right to repurchase fifty percent of unvested shares upon a change-in-control
event.

Martin Yam. We entered into stock option and warrant agreements with Martin
Yam, our vice president, sales and field operations and global services. Mr.
Yam was granted options to purchase an aggregate of 233,333 shares of common
stock. Mr. Yam has exercised options to purchase 193,333 shares of common
stock. Mr. Yam was granted warrants to purchase 33,333 shares of common stock.
Mr. Yam has not exercised any of these warrants. The stock option and warrant
agreements provide for immediate termination of our right to repurchase fifty
percent of unvested shares upon a change-in-control event.

Compensation of Directors

Directors do not receive any cash compensation from us for their services
as members of the board of directors, although members are reimbursed for
expenses incurred for attendance at the meetings of the board of directors and
the committees. Directors are eligible to participate in our stock plans.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

None of the members of the compensation committee has at any time been one
of our officers or employees. None of our executive officers serve, or has
served, as a member of the board of directors or compensation committee of any
entity that has one or more executive officers serving on our board of
directors or compensation committee. Before the creation of our compensation
committee, all compensation decisions were made by our full board of
directors.

Certain Relationships and Related Transactions

Loans to Officers

Since January 1, 1997, the officers listed below have executed promissory
notes and pledge agreements to finance the exercise of their stock options.
Each note bears interest at 6.0% per year and has a term of five years from
the date of issuance. As collateral, the holder of the shares of stock
purchased with each note pledged the stock to us. Each note represents a debt
to us that the holder must repay, with interest, by the earliest of:

.the maturity date of the note;

.the termination of the holder's employment with us;

.a default in the payment of any installment of principal when due;

.a sale of the stock pledge as collateral; or

. any other date reasonably necessary for us to comply with any regulations
adopted by the board of governors of the Federal Reserve System affecting
the extension of credit for our securities.

The following table summarizes the dates on which these notes were issued
and, as of December 31, 2000, the outstanding principal amount of these notes
and the aggregate number of shares pledged as collateral:

Aggregate Number of
Dates of Issuance of Aggregate Shares
Note Holder Notes Amount Pledged as Collateral
- ----------- ----------------------- --------- ---------------------

Joseph (Yosi) Amram..... Aug. 1999 $120,000 133,333
Timothy Conley.......... March 2000 $165,000 33,333
Rajiv Dholakia.......... June 1999-Jan. 2000 $193,000 316,667
Alexander Garcia-Tobar.. June 1999-Jan. 2000 $209,000 200,000
David Jevans............ March 2000 $388,598 166,666
Sathvik Krishnamurthy... May 1999-Jan. 2000 $258,660 346,500
Srinivasan (Chini)
Krishnan............... Dec. 1997-Aug. 1999 $182,170 1,132,062
Martin Yam.............. June 1999-February 2000 $173,000 193,333

Consulting and License Revenues

Xoriant Corporation, an affiliate of Girish Gaitonde, one of the holders of
more than five percent of our capital stock, provides software development and
consulting services to us. We paid $147,000 in 1998, $682,000 in 1999, and
$561,000 in 2000 for these services.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our executive officers, directors and persons who beneficially own more than
ten percent of our common stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission.
All persons who file reports required by regulations of the Securities
Exchange Commission are required to furnish us with copies of the reports.

Based solely on our review of the forms furnished to us and written
representations from the persons filing the reports, we believe that all
filing requirements applicable to our executive officers, directors and more
than ten percent stockholders were complied with.

REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The compensation committee of the board of directors is comprised of non-
employee members of our board of directors. The members of the compensation
committee during the fiscal year ending December 31, 2000 were John Johnston
and Scott J. Loftesness. The compensation committee is responsible for setting
and administering the policies governing annual compensation of our executive
officers. The compensation committee reviews the performance and compensation
levels for executive officers and sets salary levels.

As the industry in which we operate can be extremely competitive, the
compensation committee believes that the compensation programs for executive
officers should be designed to retain and motivate talented executives
responsible for success, and should be determined within the competitive
environment in which we are situated and based on the achievement of business
objectives, individual contribution, and financial performance. The
compensation committee's goals are to provide a total compensation package
that considers the compensation practices of other companies who are competing
with us for executive officers, provides variable compensation that is linked
to achievement of financial, division, and individual performance goals, and
aligns the interests of the executive officers with ours by providing them
with an equity stake in ValiCert. The components of our compensation policies
for executive officers consists of base salary and benefits, bonuses and long-
term stock option incentives.

Salary

The compensation committee annually assesses the performance and sets the
salary of our president and chief executive officer, Joseph (Yosi) Amram, and
our other executive officers. At the beginning of the fiscal year, base
salaries were established by our board of directors based on competitive
compensation data, top executive's job responsibilities, experience,
individual performance and contributions to the business. No specific formula
was applied to determine the weight of each factor.

The board of directors' decision with regard to Mr. Amram's compensation as
president and chief executive officer was based on presidents and chief
executive officers of comparable size companies. In addition, the compensation
committee considers certain incentive objectives based on ValiCert's
performance as it relates to revenue levels and earnings per share levels.

In determining executive officer salaries, the compensation committee
reviews recommendations from Mr. Amram which includes information from salary
surveys, performance evaluations and our financial condition. The compensation
committee also establishes both financial and operational-based objectives and
goals in determining executive officer salaries. These goals and objectives
include sales and spending forecasts for the upcoming year and published
executive compensation literature for comparable sized companies.

For more information regarding the compensation and employment arrangements
of Mr. Amram and other executive officers, see "EXECUTIVE COMPENSATION AND
OTHER MATTERS."

Bonuses

Incentive bonuses are intended to reflect the board of directors' belief
that a significant portion of the compensation of each executive officer
should be contingent on the performance of ValiCert, as well as the individual
contribution of each executive officer. In consultation with the chief
executive officer, the compensation committee annually determines the total
amount of cash bonuses available for executive officers and certain other
management employees. For the fiscal year ending December 31, 2000, bonus
awards were contingent on our achievement of revenue and operating profit
targets, set by the compensation committee in consultation with the chief
executive officer. Additionally, awards may be weighted so that executives
would receive proportionately higher awards when performance targets were met
and proportionately smaller awards when performance targets were not met.

Stock Options

The compensation committee believes that equity ownership by executive
officers provides significant motivation to maximize value for our
stockholders and, therefore, periodically grants stock options under our stock
option plan. Stock options are granted at the current market price and will
only have value if our stock price increases over the exercise price. It is
the belief of our board of directors that stock options directly motivate an
executive to maximize long-term stockholder value.

The compensation committee determines the size and frequency of option
grants for executive officers, after consideration of recommendations from our
chief executive officer. Recommendations for options are based upon the
relative position and responsibilities of each executive officer, previous and
expected contributions of each officer to ValiCert and previous option grants
to each executive officer. Generally, twenty-five percent of an option grant
vests twelve months after commencement of employment or after the date of
grant, thereafter the remaining seventy-five percent of the option grant vests
in equal monthly installments over three years, conditioned upon continued
employment.

Compensation of Chief Executive Officer

Joseph (Yosi) Amram has served as our president and chief executive officer
since 1997. Early in 2001, the compensation committee reviewed Mr. Amrams's
performance with regard to performance objectives set by the board of
directors in 2000, weighted among specific personal and corporate objectives,
in determining his eligibility for bonus compensation. Mr. Amram's bonus
compensation for the fiscal year ending December 31, 2000 was $85,000. In
addition, the board of directors increased Mr. Amram's salary to $185,000 per
year for 2001 and granted him options to purchase 80,000 shares of common
stock based on attainment of predetermined financial and other corporate
goals.

Section 162(m) of the Internal Revenue Code

We have considered the provisions of Section 162(m) of the Internal Revenue
Code and related Treasury Department regulations which restrict deductibility
of executive compensation paid to our chief executive officer and each of the
next five most highly compensated executive officers holding office at the end
of any year if the compensation exceeds $1,000,000 for any of such officers in
any year and does not qualify for an exception under the statute or
regulations. Income from options granted under our option plans would
generally qualify for an exemption from these restrictions so long as the
options are granted by a committee of our board of directors whose members are
non-employee directors. We expect that the compensation committee will
generally be comprised of non-employee directors, and that to the extent the
compensation committee is not so constituted for any period of time, the
options granted during such period will not be likely to result in
compensation exceeding $1,000,000 in any year.

COMPENSATION COMMITTEE

John Johnston
Scott J. Loftesness

REPORT OF THE AUDIT COMMITTEE

The audit committee oversees our financial reporting process on behalf of
our board of directors. Our management has the primary responsibility for the
financial statements and the reporting process, including internal control
systems. Deloitte & Touche is responsible for expressing an opinion as to the
conformity of our audited financial statements with generally accepted
accounting principles.

The audit committee consists of three directors, each of whom, in the
judgment of our board of directors, is an "independent director" as defined in
the listing standards for the Nasdaq National Market. The audit committee acts
pursuant to a written charter that has been adopted by the board of directors.
A copy of this charter is attached to this Proxy Statement as Appendix A.

The audit committee has discussed and reviewed with the auditors all
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees). The audit committee has met with
Deloitte & Touche, with and without management present, to discuss the overall
scope of Deloitte & Touche's audit, the results of its examinations, its
evaluations of our internal controls and the overall quality of our financial
reporting.

The audit committee has received from the auditors a formal written
statement describing all relationships between the auditors and ValiCert that
might bear on the auditors' independence consistent with Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), discussed with the auditors any relationships that may impact
their objectivity and independence, and is satisfied as to the auditors'
independence.

Based on the review and discussions referred to above, the audit committee
recommended to the board of directors that our audited financial statements be
included in our Annual Report on Form 10-K for the fiscal year ended December
31, 2000.

AUDIT COMMITTEE

Taher Elgamal
John Johnston
Magdalena Yesil

COMPARISON OF STOCKHOLDER RETURN

Set forth below is a line graph comparing the annual percentage change in
the cumulative total return on our common stock with the cumulative total
returns of the JP Morgan Hambrecht & Quist Internet Index and the Nasdaq
Computer and Data Processing Index for the period commencing on July 28, 2000
and ending on December 31, 2000.(1)

Comparison of Cumulative Total Return From July 28, 2000 through December 31,
2000 (1):
ValiCert, JP Morgan Hambrecht & Quist Internet Index
and Nasdaq Computer and Data Processing Index
[PERFORMANCE GRAPH APPEARS HERE]

JP Morgan Hambrecht Computer and Data
Valicert & Quist Internet Index Processing Index
July 28, 2000......... $100.00 $100.00 $100.00
December 31, 2000..... $ 65.53 $ 49.66 $ 57.25

(1) Based on a stockholder's $100 investment on July 28, 2000 in our common
stock, the JP Morgan Hambrecht & Quist Internet Index, and Nasdaq Computer
and Data Processing Index, and that all dividends received by the
stockholder were reinvested. No cash dividends were declared on our common
stock. Stockholder returns over the indicated period should not be
considered indicative of future stockholder returns.

The information contained above under the captions "Report of the
Compensation Committee on Executive Compensation," "Report of the Audit
Committee of the Board of Directors," and "Comparison of Stockholder Return"
shall not be deemed "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 Securities Exchange Act of 1934, as amended, except to the extent that
we specifically incorporate it by reference into a filing.

STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING

Under our bylaws, in order for business to be properly brought before a
meeting by a stockholder, a stockholder must give timely notice in writing to
ValiCert's secretary. To be timely, notice must be received at ValiCert's
principal executive offices at least 120 calendar days in advance of the one
year anniversary of the date our proxy statement was released to stockholders
in connection with the previous year's annual meeting of stockholders, except
that: (i) if no annual meeting was held in the previous year, (ii) if the date
of the annual meeting has been changed by more than thirty calendar days from
the date contemplated at the time of the previous year's proxy statement or
(iii) in the event of a special meeting; then notice must be received not
later than the close of business on the tenth day following the day on which
notice of the date of the meeting was mailed or public disclosure of the
meeting date was made.

Proposals of stockholders intended to be presented at the next annual
meeting of the stockholders must be received by ValiCert at our offices at 339
N. Bernardo Avenue, Mountain View, California 94043 by January 6, 2002. The
stockholder proposals may also be included in our proxy statement if they
satisfy the conditions established by the Securities and Exchange Commission
for such inclusion.

TRANSACTION OF OTHER BUSINESS

At the date of this Proxy Statement, the board of directors knows of no
other business that will be conducted at the 2001 annual meeting other than as
described in this Proxy Statement. If any other matter or matters are properly
brought before the meeting, or any adjournment or postponement of the meeting,
it is the intention of the persons named in the accompanying form of proxy to
vote the proxy on such matters in accordance with their best judgment.

By order of the Board of Directors

/s/ Srinivasan (Chini) Krishnan
Srinivasan (Chini) Krishnan
Secretary

May 7, 2001

APPENDIX A
AUDIT COMMITTEE CHARTER

I. STATEMENT OF POLICY

This Charter specifies the scope of the responsibilities of the Audit
Committee of the Board of Directors of ValiCert, Inc. (the "Company"), and how
the Committee carries out those responsibilities, including the structure,
processes, and membership requirements. The primary function of the Committee
is to assist the Board of Directors in fulfilling its financial oversight
responsibilities by reviewing and reporting to the Board upon (i) the
financial reports and other financial information provided by the Company to
any governmental body or to the public, (ii) the Company's systems of internal
and external controls regarding finance, accounting, legal compliance and
ethics that management and the Board have established and (iii) the Company's
auditing, accounting and financial reporting processes in general. Consistent
with this function, the Committee should encourage continuous improvement of,
and should foster adherence to, the Company's financial policies, procedures
and practices at all levels. The Committee's primary duties and
responsibilities are to:

. Serve as an independent and objective party to monitor the Company's
financial reporting process and internal control systems.

. Review and appraise the audit efforts and independence of the Company's
auditors.

. Provide an open avenue of communication among the independent auditors,
financial and senior management, and the Board.

The Committee will primarily fulfill these responsibilities, and others as
may be prescribed by the Board from time to time, by carrying out the
activities enumerated in Section IV of this Charter.

II. ORGANIZATION AND MEMBERSHIP REQUIREMENTS

The Committee shall be comprised of three or more directors as determined
by the Board, each of whom shall be independent directors, and free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee. A
member of the Committee shall be considered independent if, among other
things, such Director:

. is not an employee of the Company or its affiliates and has not been
employed by the Company or its affiliates within the past three years;

. is not a member of the immediate family of an executive officer of the
Company or its affiliates who currently serves in that role or did so
during the past three years;

. has not accepted more than $60,000 in compensation from the Company
during the previous fiscal year (excluding compensation and the related
benefits for Board service), retirement plan benefits or non-
discretionary compensation;

. has not been a partner, controlling shareholder or an executive officer
of any for-profit business to which the Company made, or from which it
received, payments (other than those which arise solely from investments
in the Company's securities) that exceed 5% of the Company's consolidated
gross revenues for that year, or $200,000, whichever is more, in any of
the past three years; and

. is not an executive of another corporation on whose Compensation
Committee any of the Company's current executives serves.

All members of the Committee must be able to read and understand
fundamental financial statements, including a balance sheet, income statement,
and cash flow statement. In addition, at least one member must have past
employment experience in finance or accounting, professional certification in
accounting, or other comparable experience or background resulting in the
individual's financial sophistication, including being or having been a chief
executive, chief financial, or other senior officer with financial oversight
responsibilities.

The members of the Committee shall be elected by the Board and shall serve
until their successors shall be duly elected and qualified. Unless a chairman
is elected by the full Board, the members of the Committee may designate a
chairman by majority vote of the full Committee membership.

A-1

III. MEETINGS

The Committee shall meet at least annually with management and the
independent auditors in separate executive sessions to discuss any matters
that the Committee or each of these groups believe should be discussed
privately. In addition, the Committee should meet with the independent
auditors and management on a quarterly basis to review the Company's financial
statements consistent with Section IV.A.5. below.

IV. PROCESSES

To fulfill its responsibilities and duties the Committee shall:

A. Documents/Reports to Review

1. Review and reassess the Charter's adequacy periodically, as
conditions dictate.

2. Review the organization's annual audited financial statements and
any reports or other financial information submitted to any governmental body,
or the public, including any certification, report, opinion, or review
rendered by the independent auditors.

3. Review the regular Management Letter to management prepared by the
independent auditors and management's response.

4. Review related party transactions for potential conflicts of
interests.

5. Review the interim financial statements with financial management
and the independent auditors prior to the filing of the Company's Form 10-K
and Form 10-Qs. These meetings should include a discussion of the independent
auditors judgment quality of the Company's accounting and any uncorrected
misstatements as a result of the auditors quarterly review.

6. Maintain written minutes of its meetings, which minutes will be
filed with the minutes of the meetings of the Board. The Committee will also
record its summaries of recommendations to the Board in written form that will
be incorporated as part of the minutes of the Board meeting at which those
recommendations are presented.

B. Independent Auditors

1. Recommend to the Board the selection of the independent auditors,
considering independence and effectiveness.

2. Obtain from the independent auditors a formal written statement
delineating all relationships between the auditor and the Company,
and discussing with the auditor any disclosed relationships or
services that may impact auditor objectivity and independence
(consistent with Independence Standards Board Standard No. 1).

3. Taking, or recommending that the Board take, appropriate action to
oversee the independence of the outside auditor.

A-2

4. Review the performance of the independent auditors and approve any
proposed discharge of the independent auditors when circumstances
warrant.

5. Periodically consult with the independent auditors out of the presence
of management about internal controls and the fullness and accuracy of
the Company's financial statements.

C. FINANCIAL REPORTING PROCESSES

1. In consultation with the independent auditors, review the integrity of
the Company's financial reporting processes, both internal and external.

2. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.

3. Consider and approve, if appropriate, changes to the Company's auditing
and accounting principles and practices as suggested by the independent
auditors or management.

D. PROCESS IMPROVEMENT

1. Review with management and the independent auditors any significant
judgments made in management's preparation of the financial statements
and the view of each as to appropriateness of such judgments.

2. Review with management and the independent auditors any significant
difficulties encountered during the course of the audit, including any
restrictions on the scope of work or access to required information.

3. Review any significant disagreement among management and the independent
auditors in connection with the preparation of the financial statements.

4. Review with the independent auditors and management the extent to which
changes or improvements in financial or accounting practices, as
approved by the Committee, have been implemented.

5. Provide oversight and review the Company's asset management policies,
including an annual review of the Company's investment policies and
performance for cash and short-term investments.

E. ETHICAL AND LEGAL COMPLIANCE

1. Ensure that management has set an appropriate corporate "tone" for
quality financial reporting, sound business practices and ethical
behavior and provide management.

2 Ensure that management has the proper review system in place to ensure
that the Company's financial statements, reports and other financial
information disseminated to governmental organizations and the public
satisfy legal requirements.

3. Review management's monitoring of compliance with the Foreign Corrupt
Practices Act.

4. Review, with the Company's counsel, legal compliance matters including
corporate securities trading policies.

5. Review, with the Company's counsel, any legal matter that could have a
significant impact on the Company's financial statements.

6. Perform any other activities consistent with this Charter, the Company's
Bylaws and governing law, as the Committee or the Board deems necessary
or appropriate.

7. If necessary, initiate special investigations, and if appropriate, hire
special counsel or experts to assist the Committee.

A-3

VALICERT, INC.
Proxy for 2001 annual meeting of stockholders
solicited by the board of directors

The undersigned hereby appoints Joseph (Yosi) Amram and Srinivasan (Chini)
Krishnan, and each of them, with full power of substitution to represent the
undersigned and to vote all of the shares of stock in ValiCert, Inc. which the
undersigned is entitled to vote at the 2001 annual meeting of stockholders to be
held at 339 N. Bernardo Avenue, Mountain View, CA 94043 on June 8, 2001 at 9:00
a.m. Pacific Daylight Time, and at any adjournment thereof (1) as hereinafter
specified upon the proposals listed below and as more particularly described in
ValiCert's proxy statement, receipt of which is hereby acknowledged and (2) in
their discretion upon such other matters as may properly come before the
meeting.

A vote FOR the following proposals is recommended by the board of
directors:

1. Election of directors listed below.

Nominees: Taher Elgamal

[_] FOR [_] WITHHELD

Magdalena Yesil

[_] FOR [_] WITHHELD

[_] _________________________________________________________________
INSTRUCTION: To withhold authority to vote for any nominee, mark
the above box and list the name(s) of the nominee(s) in the space
provided.

2. To ratify the appointment of Deloitte & Touche LLP as ValiCert's
independent auditors for the fiscal year ending December 31, 2001.

[_] FOR [_] WITHHELD [_] ABSTAIN

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

The shares represented hereby shall be voted as specified. If no
specification is made, such shares shall be voted FOR proposals 1, 2, and 3.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VALICERT, INC.

Dated ___________________, 2001
(Be sure to date Proxy)

--------------------------------------
Signatures(s)

--------------------------------------
Print Name(s)

Sign exactly as your name(s) appears on your stock certificate. If shares
of stock stand on record in the names of two or more persons or in the name of
husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign the above proxy. If shares of stock are held of record by a
corporation, the proxy should be executed by the President or Vice President and
the Secretary or Assistant Secretary, and the corporate seal should be affixed
thereto. Executors or administrators or other fiduciaries who execute the above
proxy for a deceased stockholder should give their full title. Please date the
proxy.

Even if you are planning to attend the meeting in person, you are urged to
sign and mail the proxy in the return envelope so that your stock may be
represented at the meeting.