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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950005-01-000425.txt : 20010409
<SEC-HEADER>0000950005-01-000425.hdr.sgml : 20010409
ACCESSION NUMBER:		0000950005-01-000425
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010514
FILED AS OF DATE:		20010402

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ACCOM INC
		CENTRAL INDEX KEY:			0000949335
		STANDARD INDUSTRIAL CLASSIFICATION:	PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861]
		IRS NUMBER:				943055907
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	000-26620
		FILM NUMBER:		1592307

	BUSINESS ADDRESS:	
		STREET 1:		1490 OBRIEN DR
		CITY:			MENLO PARK
		STATE:			CA
		ZIP:			94025
		BUSINESS PHONE:		4153283818

	MAIL ADDRESS:	
		STREET 2:		1490 OBRIEN DRIVE
		CITY:			MENLO PK
		STATE:			CA
		ZIP:			94025
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>DEF 14A
<TEXT>



                                  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

                                @Comm Corporation
           ----------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

           ----------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X]     No fee required.
[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)     Title of each class of securities to which transactions applies:

(2)     Aggregate number of securities to which transactions 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:


<PAGE>


                                @Comm Corporation
                           (formerly Xiox Corporation)
                        577 Airport Boulevard, Suite 700
                          Burlingame, California 94010


                  Notice of 2001 Annual Meeting of Stockholders

         The 2001 Annual Meeting of  Stockholders of @Comm  Corporation  will be
held on Monday, May 14, 2001 at 1:30 p.m. at 577 Airport  Boulevard,  Suite 700,
Burlingame, California, to conduct the following items of business:

         1.    Elect five directors for one-year terms;

         2.    Ratify the  appointment of KPMG LLP as our  independent  auditors
               for the fiscal year ending December 31, 2001; and

         3.    Transact other business properly coming before the meeting.

         Stockholders  who owned shares of our stock at the close of business on
March  29,  2001,  are  entitled  to  attend  and  vote  at the  meeting  or any
adjournments or  postponements  thereof.  A complete list of these  stockholders
will be available at our principal  executive offices at 577 Airport  Boulevard,
Suite 700, Burlingame, California, prior to the meeting.

         The  enclosed  proxy is  solicited  by the Board of  Directors of @Comm
Corporation.  Further information  regarding the matters to be acted upon at the
meeting are contained in the attached Proxy Statement.


                                        By Order of the Board of Directors
                                        @Comm Corporation


                                        /s/ Melanie D. Johnson
                                        ----------------------------------------
                                        Melanie D. Johnson
                                        Secretary

April 12, 2001
Burlingame, California


                                       1

<PAGE>


                               Proxy Statement For
                        Annual Meeting of Stockholders of
                                @Comm Corporation
                           (formerly Xiox Corporation)


                             To Be Held May 14, 2001

Date, Time, Place, and Matters to be Considered

         This Proxy  Statement  is solicited on behalf of the Board of Directors
of @Comm Corporation for use at our Annual Meeting of Stockholders to be held on
Monday,  May 14,  2001,  at 1:30  p.m.  at 577  Airport  Boulevard,  Suite  700,
Burlingame,  California,  or at any  adjournments or postponements of the annual
meeting, for the purposes set forth in this proxy and in the accompanying Notice
of Annual  Meeting of  Stockholders.  These proxy  solicitation  materials  were
mailed on or about April 12, 2001, to all  stockholders  entitled to vote at the
annual meeting.

Voting and Revocation of Proxies

         You may vote your  shares in  person,  or by using a proxy.  All shares
represented by proxies in the accompanying form, which are properly executed and
returned  to us,  will be voted at the  annual  meeting in  accordance  with the
stockholders'  instructions  contained  in the  accompanying  proxy form.  If no
instructions  are given on an  executed  and  returned  proxy with  respect to a
matter to be voted  upon at the  meeting,  as set forth in the notice of meeting
accompanying  this proxy statement,  those shares will be voted in favor of that
matter and for the nominated directors.

         You may revoke  your proxy at any time prior to its  exercise by taking
any one of the following actions:

         1. filing with the  Secretary  of @Comm a written  instrument  revoking
            your proxy;

         2. filing with the Secretary of @Comm a duly  executed  proxy bearing a
            later date; or

         3. attending the meeting and electing to vote in person.


                                       2

<PAGE>

General

Our principal executive offices are located at 577 Airport Boulevard, Suite 700,
Burlingame, California 94010.

Proxy Solicitation

We will  bear  the cost of this  solicitation.  We may  make  arrangements  with
brokerage houses and other custodians, nominees, and fiduciaries to send proxies
and proxy material to the beneficial owners of stock, and we will reimburse such
persons for their expenses. Proxies may be solicited by our directors, officers,
or regular employees, without additional compensation, in person or by telephone
or telegraph.

Record Date and Shares Entitled to Vote

The close of business on March 29,  2001,  was the record date for  stockholders
entitled  to attend and vote at the  annual  meeting.  As of that  date,  we had
5,468,601  shares of Common Stock,  $.01 par value,  777,750  shares of Series B
Preferred Stock,  $.01 par value and 600,303 shares of Series C Preferred Stock,
$.01 par value issued and outstanding.  Each outstanding  share of Common Stock,
and each outstanding share of Preferred Stock, on the record date is entitled to
one vote on all  matters  set forth in this Proxy  Statement.  Holders of Common
Stock and Preferred Stock will vote together as a single class on all matters to
be brought before the meeting.

Vote Required

Election  of  Directors.  The five  nominees  receiving  the  highest  number of
affirmative  votes  shall be  elected  as  directors.  Votes  withheld  from any
director  are counted for purposes of  determining  the presence or absence of a
quorum, but have no other legal effect under Delaware law. Votes withheld from a
nominee and broker  non-votes  will be counted for purposes of  determining  the
presence  or  absence  of a quorum  but,  because  directors  are  elected  by a
plurality vote, will have no impact once a quorum is present.

Other  Matters.  The  affirmative  vote of a majority  of the votes duly cast is
required  to ratify the  appointment  of  auditors.  Votes  withheld  and broker
non-votes will be counted for purposes of determining the presence or absence of
a quorum.  However, votes withheld will be counted and broker non-votes will not
be counted for purposes of  determining  the number of votes entitled to vote on
the proposal. Therefore, a vote withheld will have the effect of a negative vote
against the proposal.

Deadline for Receipt of Stockholder Proposals for 2002 Annual Meeting

If you want us to consider including a proposal in our 2002 Proxy Statement, you
must deliver it to our Corporate  Secretary at our principal executive office no
later than December 21, 2001.  The proposal must be mailed to @Comm,  Attention:
Melanie D. Johnson,  577 Airport Boulevard,  Suite 700,  Burlingame,  California
94010. Such proposals must comply with certain rules and regulations promulgated
by the Securities and Exchange Commission.


                                       3

<PAGE>

PROPOSAL ONE

Elect Five Directors for One-Year Terms.

Nominees

The  stockholders  will elect a board of five  directors at the annual  meeting.
Unless otherwise instructed, the proxy holders will vote all proxies received by
them for the  nominees  listed  below.  In the  event 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 who shall be  designated  by the present  Board of
Directors  to fill  the  vacancy.  In the  event  that  additional  persons  are
nominated  for  election  as  directors,  the proxy  holders  intend to vote all
proxies  received by them for the nominees  listed below. As of the date of this
proxy  statement,  we are not aware of any nominee who is unable or unwilling to
serve as a director. One current director,  Philip Vermeulen, has decided not to
run for  re-election.  Notwithstanding  the  foregoing,  if one or more persons,
other than those named  below,  are  nominated as  candidates  for the office of
director,  the  enclosed  proxy  may be voted in favor of any one or more of the
nominees to the  exclusion  of others,  and in such order of  preference  as the
proxies may determine in their discretion.

Set forth below are the  nominees for  director,  to serve for one year or until
their  successors are elected and qualified.  The term of office of each elected
director will continue until the next annual meeting of  stockholders or until a
successor  has been  elected and  qualified.  There are no family  relationships
between any @Comm directors or executive officers.  There are no arrangements or
understandings  between any director or  executive  officer and any other person
pursuant to which he is or was to be selected as a director or officer.


               Name and Position(s)
                 with the Company                     Director Since     Age
- --------------------------------------------------   ----------------   ----
William H. Welling
 Chairman, Chief Executive Officer, and Director          1989           67

Mark A. Parrish, Jr.
 Director                                                 1990           70

Robert K. McAfee
 Director                                                 1985           70

Bernard T. Marren
 Director                                                 1989           65

Atam Lalchandani
 Director                                                 1996           57


                                       4

<PAGE>

Business Experience of Directors

William  H.  Welling  became a  director  of Xiox,  (now  @Comm),  and was named
Chairman of the Board of  Directors  and Chief  Executive  Officer in  September
1989. Since 1983 he has been Managing Partner of Venture Growth  Associates,  an
investment firm. Mr. Welling is a director of OPTi Inc., a fabless semiconductor
manufacturer;  @Comm director  Bernard T. Marren is the Chairman and CEO of OPTi
Inc.  Mr.  Welling  also serves as a director  on the boards of several  private
companies.

Mark A. Parrish,  Jr. was appointed a director of Xiox,  (now @Comm),  in August
1990 and served as interim  President and Chief  Operating  Officer from January
1991 through July 1991. Since 1990, Mr. Parrish has worked as a consultant. From
1987  until its sale in 1989,  Mr.  Parrish  was  President  of the  Datachecker
Systems Division,  a $230 million point of sales systems  subsidiary of National
Semiconductor Corporation. Between 1974 and 1987, Mr. Parrish held various sales
and marketing positions at National Semiconductor;  starting as a Major Accounts
Manager in 1974, he was named  Director of North  American sales in 1980 and was
appointed Vice President in 1982.

Robert K. McAfee became a director of Xiox, (now @Comm),  in September 1985. For
over 30 years,  Mr. McAfee has been a management  consultant  serving both major
and small companies.  In recent years, he has worked  extensively with the World
Bank and other regional development banks in introducing  computer-based systems
and other modern management systems to railroads throughout the world.

Bernard T. Marren was  appointed a director of Xiox,  (now @Comm),  in September
1989.  Since May 1998,  Mr.  Marren has been  Chairman  and CEO of OPTi Inc.,  a
fabless  semiconductor  manufacturer that produces  integrated  circuits for the
computer industry.  Mr. Marren was a founder of Western Micro Technology,  Inc.,
serving as President and Chief  Operating  Officer from 1977 to 1988. Mr. Marren
has been involved in the  semiconductor  industry  since 1960, and was a founder
and the first President of the Semiconductor  Industry  Association  ("SIA"). He
also served as  President,  Director,  and Chairman of the National  Electronics
Distributor  Association  ("NEDA").  Mr. Marren also serves as a director on the
boards of several private companies.

Atam Lalchandani was appointed a director of Xiox, (now @Comm),  in May 1996. He
has been in the  information  technology  business for the past 20 years. He was
part of the financial management at National Semiconductor Corporation, starting
in 1977 and  progressing  to Chief  Financial and  Administrative  Officer for a
subsidiary,  National  Advanced  Systems,  from  1983 to 1989.  During  1990 Mr.
Lalchandani was the Chief  Financial  Officer of Oracle  Corporation's  domestic
operations.  From  1990 to  1992,  Mr.  Lalchandani  served  initially  as Chief
Financial  Officer  and later as Chief  Executive  Officer  for  Objectivity,  a
database software company.  Since 1992, Mr. Lalchandani has been a financial and
strategy  consultant  for  various  companies  in the San  Francisco  Bay  Area,
especially  in their early stages of  development.  His most recent  assignments
have been as the founding CFO for At Home,  Juniper  Networks,  Fiberlane (later
called  Cerent),  and Equinix.  He is currently on the board of Harmony Foods in
Santa Cruz, California, and Atoga Systems.


                                       5

<PAGE>

Recommendation of the Board of Directors

The Board of Directors  unanimously  recommends a vote FOR the election of these
nominees for one-year terms.

Certain Relationships and Related Transactions

In 1999, we received a total of approximately  $7,500,000 from Flanders Language
Valley CVA,  Edmund Shea and Mary Shea Real  Property  Trust,  and other private
investors for the purchase of our Series B Preferred  Stock.  This occurred in a
closing  on  December  30,  1999.  A total of  375,000  shares  of our  Series B
Preferred Stock was sold at a purchase price of $20.00 per share.

On  February  7, 2000,  we  received an  additional  $12,900,000  from  Flanders
Language Valley CVA and other private investors for the purchase of our Series B
Preferred  Stock.  An additional  645,000 shares of our Series B Preferred Stock
was  sold.  This was the  second  and final  closing  of a  $20,400,000  sale of
1,020,000  shares of Series B Preferred  Stock. The second closing was completed
on the same  terms as the first  closing  following  an  amendment  to the Stock
Purchase and Investor Rights Agreement dated December 30, 1999.

On December 21, 2000, we received a total of $9,000,000  from Flanders  Language
Valley Fund CVA,  Rennes  Fondation,  Edmund  Shea  and Mary Shea Real  Property
Trust,  and other  private  investors for the purchase of our Series C Preferred
Stock. A total of 600,303 shares of our Series C Preferred  Stock were sold at a
purchase price of $15.00 per share.

Board Meetings and Committees

Our Board of Directors held four meetings  during the fiscal year ended December
31,  2000.  One of our  directors,  Philip  Vermeulen,  attended one out of four
meetings of the Board of Directors.


                                            Committee
                         ------------------------------------------------
                          Audit     Compensation     Special Stock Option
                         -------   --------------   ---------------------
Atam Lalchandani *         X             X
Bernard T. Marren          X             X
Robert K. McAfee           X             X
William H. Welling *                                          X

* Denotes Committee Chairman


         The AUDIT  COMMITTEE  assists the Board of Directors in fulfilling  its
oversight responsibility with respect to our financial statements,  reports, and
other financial information and internal controls. The Audit Committee serves as
an independent and objective body to monitor our financial reporting process and
internal control systems.


                                       6

<PAGE>

The Audit  Committee  reviews our annual  financial  statements  included in our
Annual  Report  on  Form  10-KSB  and the  audit  report  we  receive  from  out
independent  certified  public  accountants,  and  discusses any findings in the
audit  report.  The  Audit  Committee  also  recommends  the  selection  of  our
independent  certified public  accounting firm each year,  reviews audit and any
non-audit fees we pay to the certified public accountants, and considers factors
relating to their  independence.  The Audit  Committee  reports its findings and
recommendations to the Board for appropriate action.

The Audit Committee held four meetings during the fiscal year ended December 31,
2000.

The COMPENSATION COMMITTEE,  which also held four meetings in 2000, is primarily
responsible for each of the following activities:

         * supervising our compensation policies;

         * management evaluation and succession planning;

         * administering our Executive Compensation Plan and Stock Option Plan;

         * reviewing salary adjustments for officers of the Company; and

         * approving significant changes in salaried employees benefits.

The SPECIAL STOCK OPTION  COMMITTEE is a committee of one and is  constituted by
the Board of Directors to approve stock option grants to non-officer  new hires.
During 2000, the Special Stock Option Committee held no meetings.

Report of the Audit Committee

The Audit Committee of the Board of Directors  consists of three members who are
neither  officers nor  employees of the Company,  and who meet the  independence
requirements  of  the  National   Association  of  Securities  Dealers'  Listing
Standards.  The Audit Committee met with KPMG LLP and management during 2000 and
reviewed a wide range of issues,  including  the  objectivity  of the  financial
reporting  process and the adequacy of internal  controls.  The Audit  Committee
recommended  the  appointment  of  KPMG  as  our  independent  accountants,  and
considered  factors  relating  to their  independence.  In  addition,  the Audit
Committee received reports and reviewed matters regarding ethical considerations
and business conduct,  and monitored  compliance with laws and regulations.  The
Audit  Committee  also met with our  management  and reviewed the current  audit
activities   and  plans.   The  Audit   Committee   also  met   privately   with
representatives of KPMG to encourage confidential  discussions on accounting and
auditing matters.

The Audit  Committee has reviewed and  discussed  with  management,  the audited
financial  statements  contained  in our  Annual  Report on Form  10-KSB for the
fiscal year ended December 31, 2000. The Audit Committee has also discussed with
KPMG the matters required to be discussed by Statement on Auditing Standards No.
61  ("Communication  with  Audit  Committees"),  and has  received  the  written
disclosure  and  letter  from KPMG  required  by  Independence  Standards  Board
Standard No. 1 ("Independence  Discussions with Audit


                                       7

<PAGE>

Committees")  delineating all relationships  they have with us and has discussed
with them their  independence.  Based on the review and discussions  referred to
above, the members of the Audit Committee  recommended to the Board of Directors
that the audited  financial  statements be included in our Annual Report on Form
10-KSB for the  fiscal  year  ended  December  31,  2000,  for  filing  with the
Securities and Exchange  Commission.  The Audit  Committee also  determined that
KPMG's  fees  and  services  are  consistent   with  the  maintenance  of  their
independence as our independent certified public accountants.

The Audit Committee  adopted a new charter in June 2000. The charter is attached
to this Proxy as Exhibit A.


                    Audit Committee of the Board of Directors
                                Atam Lalchandani
                                Bernard T. Marren
                                Robert K. McAfee



                                        8

<PAGE>

Security Ownership of Certain Beneficial Owners and Management

The following tables set forth the beneficial  ownership of our Common Stock and
Preferred  Stock (on an as converted  basis) as of March 23,  2001,  by (i) each
director;  (ii) the Chief  Executive  Officer  and the four  other  most  highly
compensated  executive  officers  for the year  ended  December  31,  2000 (such
officers,  together with the Chief Executive Officer, are collectively  referred
to as the  "Named  Executive  Officers");  (iii)  all  directors  and  executive
officers as a group;  and (iv) all those known by us to be beneficial  owners of
more than five  percent  of our  Common  Stock or more than five  percent of our
Preferred  Stock at March 23, 2001. All shares are subject to the named person's
sole voting and investment power except where otherwise indicated and subject to
community property laws where applicable.


<TABLE>
                          Series B & C Preferred Stock


<CAPTION>
                                                                Preferred Stock
                           Name                               Beneficially Owned1     Percent of Class
- ----------------------------------------------------------   ---------------------   -----------------
<S>                                                                 <C>                     <C>
Flanders Language Valley, CVA
 Flanders Language Valley 63, 8900 Ieper, Belgium                   175,000                 12.7%

Rennes Fondation
 Auelestrasse 38, FL-9490 Vaduz
 PRINCIPALITY OF LIECHTENSTEIN                                      378,000                 27.4%

Capital Research & Management Co. Entities
 33 S. Hope Street, Los Angeles, CA 90071                           250,000                 18.1%

Edmund Shea and Mary Shea
 Real Property Trust TR UA 10/3/85
 655 Brea Canyon Road, Walnut, CA 91788-1489                        133,334                  9.7%

U.S. Ventures L.P. (formerly Private Equity Finance Ltd.)
 c/o Davenport Capital Venture LDC,
 P.O. Box 265, Mary Street, 2nd Floor,
 George Town, Grand Cayman,
 Cayman Islands, British West Indies                                100,000                  7.3%

Ziff Asset Management, L.P.
 153 E. 53rd Street, 43rd Floor, New York, NY 10022                  75,000                  5.4%

All directors and officers as a group (14 persons)                       --                   --
</TABLE>


                                                9

<PAGE>


<TABLE>
                                        Common Stock


<CAPTION>
                                                            Common Stock
                        Name                            Beneficially Owned(1)  Percent of Class
- ----------------------------------------------------   ----------------------  -----------------
<S>                                                          <C>                      <C>
Intel Corporation
 2200 Mission College Blvd., Santa Clara, CA 95052           1,005,989(2)             18.4%

Flanders Language Valley, CVA
 Flanders Language Valley 63, 8900 Ieper, Belgium              985,697(3)             18.0%

Edmund H. Shea, Jr.
 655 Brea Canyon Rd., Walnut, CA 91789                         563,342(4)             10.3%

Gruber & McBaine Capital Management, L.L.C.
 50 Osgood Place, Penthouse,
 San Francisco, CA 94133                                       554,164(5)             10.1%

William H. Welling                                           1,087,514(6)             18.6%

Philip Vermeulen                                                 1,498(7)               --

Atam Lalchandani                                                14,498(8)              0.2%

Bernard T. Marren                                               70,817(9)              1.1%

Robert K. McAfee                                                49,658(10)             0.8%

Mark A. Parrish, Jr.                                            14,898(11)             0.1%

Wayne F. Benoit                                                 29,700(12)             0.5%

Anthony DiIulio                                                 48,998(13)             0.2%

Melanie D. Johnson                                              34,148(14)             0.4%

Allan W. White                                                  24,374(15)               --

All directors and officers as a group (14 persons)           1,448,928(16)            21.7%

<FN>

      1  These  tables  are  based  upon   information   supplied  by  officers,
         directors, and principal stockholders.  Unless otherwise indicated, the
         business  address  of each of the  beneficial  owners  listed  in these
         tables is: 577 Airport Blvd, Suite 700, Burlingame, CA 94010.

         Percentage  of class  ownership is based on 5,468,601  shares of Common
         Stock and 1,378,053  shares of Preferred Stock  outstanding as of March
         23, 2001.  Shares of Common Stock subject to options that are currently
         exercisable or exercisable  within 60 days of March 23, 2001 are deemed
         to be outstanding  and to be  beneficially  owned by the person holding
         such options or warrants for the purposes of computing  the  percentage
         ownership of such persons,  but are not treated as outstanding  for the
         purpose of computing the percentage ownership of any other person.


                                       10

<PAGE>

      2  This information was obtained from filings made with the SEC on October
         15, 1998  pursuant  to Section  13(d) of the  Exchange  Act of 1934 and
         other information made available to us.

      3  This  information  was obtained from filings made with the SEC on March
         8, 2001,  Securities and Exchange  Commission pursuant to Section 13(d)
         of the Exchange Act of 1934 and other information made available to us.
         Flanders  Language Valley Management N.V. ("FLVM") is the sole director
         and officer of Flanders Language Valley C.V. ("FLV"). FLVM is deemed to
         be a beneficial  owner of 175,000 shares of our Preferred Stock held by
         FLV, and 985,697  shares of our Common  Stock held by FLV.  Mr.  Philip
         Vermeulen is the Managing  Director of FLVM, but not a beneficial owner
         of the shares held by FLV.

      4  This  information  was  obtained  from  filings  made  with  the SEC on
         February  14, 2000  pursuant to Section 13 (d) of the  Exchange  Act of
         1934.  Edmund and Mary Shea Real Property Trust is the beneficial owner
         of  100,000  shares of  Preferred  Stock and  563,342  shares of Common
         Stock.

      5  This  information  was obtained  from filings made with the SEC on July
         10, 2000  pursuant  to Section  13(d) of the  Exchange  Act of 1934 and
         other  information  made  available to us. The total of 554,164  shares
         include 167,064 shares held by separately  managed accounts of Gruber &
         McBaine Capital  Management,  L.L.C.,  280,000 shares held by Lagunitas
         Partners,  83,100  shares  held  separately  by John  Gruber and 24,000
         shares held  separately  by J.  Patterson  McBaine,  all  affiliates of
         Gruber & McBaine Capital  Management,  L.L.C.  Gruber & McBaine Capital
         Management, L.L.C. has voting and dispositive rights except over shares
         held separately by individuals.

      6  Represents  1,027,416 shares of Common Stock  beneficially owned by Mr.
         Welling,  including  104,678  shares owned  directly and 922,738 shares
         owned  indirectly.  Mr. Welling  disclaims all beneficial  ownership of
         73,718 shares held by family  members and related trusts over which Mr.
         Welling  exercises no voting or  dispositional  power.  Includes 60,098
         shares  of  Common  Stock,  which  may be  acquired  upon  exercise  of
         outstanding  options,  which are exercisable  within sixty (60) days of
         March 23, 2001.

      7  Includes  1,498  shares of Common  Stock,  which may be  acquired  upon
         exercise of outstanding  options,  which are  exercisable  within sixty
         (60) days of March 23, 2001.

      8  Includes  3,498  shares of Common  Stock,  which may be  acquired  upon
         exercise of outstanding  options,  which are  exercisable  within sixty
         (60) days of March 23, 2001.

      9  Includes  8,498  shares of Common  Stock,  which may be  acquired  upon
         exercise of outstanding  options,  which are  exercisable  within sixty
         (60) days of March 23, 2001.

     10  Includes  8,498  shares of Common  Stock,  which may be  acquired  upon
         exercise of outstanding  options,  which are  exercisable  within sixty
         (60) days of March 23, 2001.


                                       11

<PAGE>

     11  Includes  8,498  shares of Common  Stock,  which may be  acquired  upon
         exercise of outstanding  options,  which are  exercisable  within sixty
         (60) days of March 23, 2001.

     12  As  reported on the Insider  Trades page of Yahoo!  Finance,  Mr Benoit
         left the company on April 30, 2000.

     13  Includes  36,298  shares of Common  Stock,  which may be acquired  upon
         exercise of outstanding  options,  which are  exercisable  within sixty
         (60) days of March 23, 2001.

     14  Includes  12,448  shares of Common  Stock,  which may be acquired  upon
         exercise of outstanding  options,  which are  exercisable  within sixty
         (60) days of March 23, 2001.

     15  Includes  24,374  shares of Common  Stock,  which may be acquired  upon
         exercise of outstanding  options,  which are  exercisable  within sixty
         (60) days of March 23, 2001.

     16  Includes  215,129  shares of Common  Stock,  which may be acquired upon
         exercise of outstanding  options,  which are  exercisable  within sixty
         (60) days of March 23, 2001.
</FN>
</TABLE>

                                       12

<PAGE>


Executive Officers

In addition to Mr. Welling,  our principal  executive officers and their ages as
of March 29, 2001, are as follows:


         Name            Age                               Position
- ---------------------   -----   ------------------------------------------------
Robert W. Boyd           38     Vice President, Customer Support
M. Sam Changizi          46     Vice President, E-Commerce
Anthony DiIulio          45     Vice President, Sales
Melanie D. Johnson       45     Vice President, Finance, Chief Financial Officer
                                 & Secretary
Angelo Sallese, Jr.      50     Vice President, Manufacturing
David Y. Schlossman      41     Vice President, Product Marketing
Richard S. Swee          54     Senior Vice President, Manchester Operations
Allan W. White           52     Vice President, Marketing


Robert W. Boyd joined Xiox,  (now @Comm),  in July 1990 as a member of the Sales
Department.  He was  promoted to  Director of Sales in January  1994 and to Vice
President of Operations in March 1995.  Prior to joining us, Mr. Boyd held sales
and  management  positions at First Phone,  Inc., a  telecommunications  firm in
Cambridge, Massachusetts. He received his Bachelor of Science degree in Business
Administration at St. Michael's College, Vermont.

M. Sam Changizi joined Xiox, (now @Comm), in October 1999 as its Vice President,
E-Commerce.  Prior to joining us, Mr.  Changizi was the Director of  Information
Technology at Sextant In-Flight Systems in Irvine,  California from June 1998 to
October  1999.  From  January  1997 to June  1998,  he was the  Vice  President,
Information  Technology  Services at MicroAge in Fremont,  California.  Prior to
that, Mr.  Changizi  served in Director of Information  Technology  positions at
International  Network Services,  McGaw Corporation and Levolor Corporation.  He
previously held similar positions with Bank of America and Rolm Corporation. Mr.
Changizi  received  his Bachelor of Science  degree in Computer  Science and his
Masters of Business Administration-Business Management from Tehran University.

Anthony  DiIulio was  appointed  Vice  President of Sales and Marketing in March
1995. Prior to that, he was our Vice President of Operations, beginning in March
1991 when we acquired SFX, Inc. (then Summa Four Business Products, Inc.). Prior
to the  acquisition,  Mr.  DiIulio  was General  Manager of Summa Four  Business
Products,  Inc., where he was responsible for sales, marketing,  and operations.
From 1984 to 1987,  Mr.  DiIulio  held  several  different  positions  with Wang
Laboratories,  Inc. He received his Bachelor of Science degree from Northeastern
University  and his  Masters  in  Business  Administration  from  New  Hampshire
College.

Melanie D.  Johnson  became our Vice  President  of Finance and Chief  Financial
Officer in July 1995.  Prior to joining  us, Ms.  Johnson  served as Director of
Product Delivery and Controller of


                                       13

<PAGE>

Product Operations at UB Networks (formerly  Ungermann Bass). From 1987 to 1990,
Ms.  Johnson was a financial  manager in the  Intercontinental  Division of UB's
parent,  Tandem  Computers.  She also  held  various  financial  and  managerial
positions  at  Honeywell  Information  Systems  from 1977 to 1987.  Ms.  Johnson
received her Bachelor of Science  degree in Accounting  from Boston  College and
her  Masters  in  Business  Administration  from  the  University  of  Texas  at
Arlington.

Angelo  A.  Sallese,  Jr.  joined  us  in  June  1999  as  our  Vice  President,
Manufacturing.  He came to us from Fujitsu Nexion, where he was the in charge of
its  manufacturing  and  distribution   operation  for  local  and  sub-contract
operations.  Prior to that,  Mr.  Sallese held various  management  positions in
manufacturing and materials during his 16 years at NEC Technologies.  He holds a
Bachelor of Science degree in Management from Bentley College in  Massachusetts,
and also completed various training and certification programs.

David Y.  Schlossman  was appointed our Vice  President of Product  Marketing in
October  1997.  He joined us in 1984 as a software  engineer,  and served as our
Vice  President of Engineering  from September 1988 through June 1989,  resuming
that  position in January  1990  following a six-month  period at Applied  Voice
Technology, a company specializing in voice processing. Prior to joining us, Mr.
Schlossman held software  engineering posts at Shaffer and Shaffer Applied R & D
in Columbus,  Ohio, as well as at Columbia and New York Universities and several
U. S. government  agencies.  Mr. Schlossman received his Bachelor of Arts degree
in computer science from Ohio State University.

Richard S. Swee  joined us in July,  2000 as Senior Vice  President,  Manchester
Operations.  Dick came to us from Summa Four,  Inc./Cisco  Systems where he held
the position of Summa Four Vice  President,  Engineering and then Cisco Director
of  Engineering  from May 1997  until  July  2000.  He was  responsible  for the
development  of   internationally   distributed   Central  Office   high-density
open-programmable  voice and data  switches.  The  products  supported  Computer
Telephony  Integration,  SS7, ISDN, worldwide country variants (tone plans, SS7,
ISDN),  and  IP-based  voice  VOIP.  From  1995 to  1997,  Dick  served  as Vice
President,  Engineering at Tylink/SYNC Research where he was responsible for the
design and development of all WAN,  Frame-Relay and Circuit Management products.
Dick was Vice President,  Engineering  with UB Networks in 1994 to 1995, and was
at Kendall Square Research  Corporation  from 1989 to 1994 as its Vice President
of Systems and Networking  for  massively-parallel  supercomputers.  Before that
(1983-1989),  he was the Vice  President,  Engineering  at  Charles  River  Data
Systems for real-time systems.  He also held engineering  positions at Honeywell
Information  Systems  where he  contributed  to the  standardization  of the OSI
7-layer  reference  model,  and was a consultant in the Data Processing Group of
Touche,  Ross,  Bailey and Smart.  Dick  received his B.S. in  Mathematics  from
Northwestern  University and his M.S. in Computer Science from the University of
Illinois. He is also a member of IEEE, ACM, Sigma Xi, and SME.

Allan W. White  joined us in February  1999 as Vice  President,  Marketing.  Mr.
White brings over 20 years of experience in senior marketing, sales and business
development  positions in the computer and advanced voice & data  communications
technologies,  products and applications markets. Prior to joining us, Mr. White
was Vice President,  Worldwide Marketing for Polycom, Inc., from October 1997 to
December  1998.  He  was  responsible  for  launching  state  of the  art


                                       14

<PAGE>

video conferencing and Web-based collaboration products and services. From April
1996 to October 1997, he served as Worldwide Director for OEM and PC-based Voice
Servers products at Lucent Technologies'  Messaging Division (previously Octel).
Prior to Lucent, Mr. White held executive positions at Apple Computer, Inc. from
July 1988 to April 1996. As a Senior  Director at Apple,  he was responsible for
Apple's  Communications and Collaboration  products,  and previously as Managing
Director and General  Manager for Marketing,  Sales and Service for a 43-country
region,  including  Mexico,  South and Central America and the Caribbean.  Other
positions Mr. White held prior to Apple included  senior general  management and
product  development  positions at Alcatel and ITT in corporate  headquarters as
well as field operations.  He earned his Bachelor of Science and Masters degrees
from  the  University  of El  Salvador  and  has  attended  executive  strategic
marketing seminars at Stanford University and Syracuse University.


                                       15

<PAGE>

Executive Compensation
Summary of Officer Compensation

The following  table shows,  for the last three fiscal years ending December 31,
2000, 1999, and 1998, certain  compensation  (including salary,  bonuses,  stock
options, and certain other compensation) we paid to the Named Executive Officers
in fiscal 2000:


                          Summary Compensation Table
<TABLE>
<CAPTION>
                                                                                        Long-Term
                                                                                       Compensation
                                                     Annual Compensation                  Award
           Name and                       -----------------------------------------   -------------
      Principal Position          Year     Salary ($)     Bonus ($)     Other ($)1       Options
- ------------------------------   ------   ------------   -----------   ------------   -------------
<S>                              <C>      <C>            <C>           <C>            <C>
William H. Welling               2000       201,285 2      51,668 3          --           2,600 4
 Chairman and Chief              1999       198,931 2      10,663 3        3,600         20,000 4
 Executive Officer               1998       191,205 2       9,265          4,800         80,800 4

Wayne F. Benoit5                 2000        58,860 6     140,000            --             --
 former Vice President,          1999       150,717       207,065 7       33,150         16,000 4
 Business Development            1998       130,269 6       6,100          4,200            100

Anthony DiIulio                  2000       152,827 9      38,929 10         --           4,800 8
 Vice President, Sales           1999       142,002 9      10,087 10       3,150          7,000 8
                                 1998       138,717 9       3,402          4,200          3,600 8

Melanie D. Johnson               2000       141,575 11     36,750 12         --           5,300 8
 Vice President, Finance,        1999       110,020 11     10,644 12       3,150         12,000 8
 Chief Financial Officer,        1998       121,662         9,038          4,200          8,600 8
 and Corporate Secretary

Allan W. White                   2000       161,471 14     63,980 15         --           3,500 4
 Vice President, Marketing13     1999       133,000        10,000            --          45,000 4

<FN>

 1.  Automobile  allowances which were  discontinued and incorporated  into base
     salary  effective  10/1/99.  In the case of Mr.  Benoit,  includes  $30,000
     relocation in 1999.

 2.  Includes payout of  paid-time-off  balances of $3,731 in 1999 and $3,731 in
     1998;  also includes  $2,485  retroactive  merit earned in 2000 but paid in
     2001.

 3.  Includes  $17,395 earned in 2000, but paid in 2001,  $7,365 of bonus earned
     in 1999,  but paid in 2000, and $4,633 of bonus earned in 1997, but paid in
     1998.


                                       16
<PAGE>


 4.  In the case of Mr. Welling,  includes 2,600  non-qualified  five-year stock
     option  grants  issued on June 12, 2000 at 110% fair market value of $11.83
     per share, 4,424 incentive and 15,575 non-qualified  five-year stock option
     grants  issued on May 17, 1999 at 110% fair market  value of $ $18.98;  and
     58,416  incentive and 22,384 non- qualified  five-year  stock option grants
     issued on May 18, 1998 at 110% fair market  value of $6.60.

     In the case of Mr. Benoit, includes 3,626 incentive and 2,374 non-qualified
     ten-year  stock option grants issued on May 17, 1999 at a fair market value
     of $17.25 per share;  and 9,744  incentive and 256  non-qualified  ten-year
     stock option  grants  issued on February 24, 1999 at a fair market value of
     $11.375.

     In the case of Mr. White,  includes 1,314 incentive and 2,186 non-qualified
     ten-year stock option grants issued on June 12, 2000 at a fair market value
     of $10.75 per share; and 28,249 incentive and 16,751 non-qualified ten-year
     stock option  grants  issued on February 24, 1999 at a fair market value of
     $11.375 per share.

 5.  Mr. Benoit left the company on April 30, 2000.

 6.  Includes payout of  paid-time-off  balances of $7,193 in 2000 and $2,769 in
     1998.

 7.  Includes  $3,823 of bonus  earned in 1999 but paid in 2000,  and  $3,050 of
     bonus earned in 1997 but paid in 1998.

 8.  In the case of Mr DiIulio,  includes ten-year incentive stock option grants
     issued on June 12, 2000 at a fair market value of $10.75 per share;  on May
     17, 1999 at a fair market value of $17.25 per share; and on May 18, 1998 at
     fair market value of $6.00 per share. In the case of Ms. Johnson,  includes
     ten-year  incentive  stock option  grants issued on June 12, 2000 at a fair
     market value of $10.75 per share; on May 17, 1999 at a fair market value of
     $17.25 per share;  and on May 18, 1998 at a fair market  value of $6.00 per
     share.

 9.  Includes  payout of  paid-time-off  balances  of $2,852 in 2000,  $2,852 in
     1999, and $2,617 in 1998; also includes $1,675  retroactive merit earned in
     2000, but paid in 2001.

 10. Includes $12,976 of bonus earned in 2000, but paid in 2001; $7,110 of bonus
     earned in 1999,  but paid in 2000;  and $3,403 of bonus  earned in 1997 but
     paid in 1998.

 11. Includes $1,575 retroactive merit earned in 2000, but paid in 2001.

 12. Includes bonus of $12,250  earned in 2000, but paid in 2001;  $6,675 earned
     in 1999, but paid in 2000; and $3,013 earned in 1997 but paid in 1998.

 13. Mr.  White  joined the Company as Vice  President of Marketing in February,
     1999.

 14. Includes payout of paid-time-off  balances of $4,471 in 2000. Also includes
     $2,000 retroactive merit earned in 2000, but paid in 2001.

 15. Includes bonus of $13,563 earned in 2000, but paid in 2001.


                                       17

<PAGE>

Options Granted During Fiscal 2000

</FN>
</TABLE>

     The  following  options  were  granted  to  our Named Executive Officers in
2000:


<TABLE>
<CAPTION>
                           # of
                        Securities      % of Total Options
                        Underlying     Granted to Employee        Exercise Price       Expiration
        Name              Options         In Fiscal Year       (Dollars Per Share)        Date
- --------------------   ------------   ---------------------   ---------------------   -----------
<S>                        <C>                  <C>                  <C>                <C>
William H. Welling         2,600                0.5%                 $ 11.83            6/11/05
Wayne F. Benoit1              --                 --                       --                 --
Anthony DiIulio            4,800                0.9%                 $ 10.75            6/11/10
Melanie D. Johnson         5,300                0.9%                 $ 10.75            6/11/10
Allan W. White             3,500                0.6%                 $ 10.75            6/11/10
<FN>
- ------------
1.   Mr. Benoit left the company on April 30, 2000.
</FN>
</TABLE>


                                       18

<PAGE>

Option Exercises and Fiscal 2000 Year-End Values

The following table provides the specified  information  concerning exercises of
options  to  purchase  our  Common  Stock  and  the  fiscal  year-end  value  of
unexercised options held by the Named Executive Officers.


                Aggregated Option Exercises in Last Fiscal Year
                       and Fiscal Year-End Option Values

<TABLE>
<CAPTION>
                                                                                         Value of Unexercised
                         Shares                         No. of Unexercised               In-the-Money Options
                        Acquired       Value           Options at 12/31/00                At 12/31/00 ($)1
                      On Exercise     Realized    -------------------------------   ------------------------------
        Name              (#)            ($)       Exercisable     Unexercisable     Exercisable     Unexercisable
- -------------------- -------------   ----------   -------------   ---------------   -------------   --------------
<S>                      <C>            <C>           <C>              <C>             <C>             <C>
William H. Welling          --          --            60,098           43,302          $685,077        $401,040
Wayne F. Benoit          35,000       $626,563           --               --                --              --
Anthony DiIulio             --          --            35,194           10,306          $553,969        $ 70,083
Melanie D. Johnson       20,000       $146,250        10,303           15,597          $ 87,004        $105,838
Allan W. White              --          --            20,624           27,876          $170,251        $232,304
<FN>
- ------------
1. Fair  market  value  of  our Common Stock based upon the closing bid price at
   December 31, 2000 ($19.63) minus the exercise price of the options.
</FN>
</TABLE>

Director Compensation

During the year ended December 31, 2000, Messrs.  Lalchandani,  Marren,  McAfee,
Parrish,  and Vermeulen were each paid  director's  fees of $300 for each of the
meetings of the Board they attended in 2000.  Non-employee directors participate
in  our  1994  Plan.  The  1994  Plan  provides  for  an  automatic  grant  of a
non-statutory  stock  option to purchase  1,000  shares of Common  Stock to each
non-employee  director who is elected or re-elected to the Board of Directors at
each annual meeting of our stockholders. The terms and conditions of each option
grant to any  director  shall  be as set  forth in the  stock  option  agreement
entered into between us and the  non-employee  director.  None of the  directors
held consulting contracts with us during 2000.


                                       19

<PAGE>

Section 16(A) Beneficial Ownership Reporting Compliance

Section  16(a) of the  Securities  Exchange Act of 1934,  as amended  ("Exchange
Act"),  requires our executive officers and directors,  and persons who own more
than ten percent of a registered class of our equity securities, to file certain
reports of ownership with the Securities and Exchange Commission  ("Commission")
and  with  the  National  Association  of  Securities  Dealers.  Such  officers,
directors,  and stockholders are also required by Commission rules to provide us
with  copies of all  Section  16(a)  forms that they file.  Based  solely on our
review of such forms received by us, or on written  representations from certain
reporting  persons,  we believe that,  during the period from January 1, 2000 to
December  31,  2000,  our  executive  officers,   directors,   and  ten  percent
stockholders  filed all required  Section 16(a) reports on a timely basis except
as reported below:

Richard S. Swee filed a Form 5 because he became an officer on July 31, 2000.

Robert K. McAfee  filed a Form 5 for his (1) option  exercise on March 17, 2000,
and (2) conversion of Series A Preferred  Stock into At Comm Common Stock on May
3, 2000.

Bernard T. Marren filed a Form 5 for his option exercise on April 14, 2000.

Melanie D. Johnson filed a Form 5 for her option exercise on June 9, 2000.


David  Y.  Schlossman  filed  a  Form  5 for  his  common  stock  purchases  and
dispositions on January 28, 2000.

Robert W. Boyd, M. Sam Changizi,  Anthony M. DiIulio, Melanie D. Johnson, Angelo
A. Sallese,  Jr., David Y.  Schlossman,  William H. Welling,  and Allan W. White
each filed a Form 5 for their June 12, 2000 stock option grants.

Atam Lalchandani, Robert K. McAfee, Bernard T. Marren, Mark A. Parrish, Jr., and
Philip  Vermeulen each filed a Form 5 for their automatic grant of non-statutory
stock options on May 15, 2000.

In  addition,  Mr.  McAfee  filed an  amendment  to his  September  1999  Form 5
reflecting the correct balance of derivative securities owned at end of year.


                                       20

<PAGE>

                                 PROPOSAL TWO


Ratify  the  appointment  of KPMG LLP as our independent auditors for the fiscal
year ending December 31, 2001.

The Board of Directors has appointed KPMG LLP, independent accountants, to audit
our  financial  statements  for  the  fiscal  year  ending  December  31,  2001.
Representatives of KPMG LLP are expected to be present at the meeting, will have
the opportunity to make a statement if they desire to do so, and are expected to
be available to respond to appropriate questions.  If stockholders do not ratify
the  appointment  of KPMG  LLP,  the  Board of  Directors  will  reconsider  the
appointment.


Fees Billed to Company by KPMG LLP during Fiscal 2000

Audit Fees:

Audit fees  billed to the Company by KPMG LLP during the  Company's  2000 fiscal
year for review of the Company's annual financial statements and those financial
statements  included in the Company's  quarterly  reports on Form 10-QSB totaled
$109,000.

Financial  Information  Systems Design and Implementation  Fees: The Company did
not  engage  KPMG LLP to  provide  advice  to the  Company  regarding  financial
information  systems  design and  implementation  during  the fiscal  year ended
December 31, 2000.

All Other Fees:

Fees billed to the Company by KPMG LLP during the Company's 2000 fiscal year for
all other  non-audit  services  rendered to the Company,  including  tax-related
services totaled $24,000.

The Audit Committee has considered whether the services provided under Financial
Information  Systems  Design  and  Implementation  Fees and All  Other  Fees are
compatible with maintaining the auditor's independence.


Recommendation of the Board of Directors

The Board of Directors unanimously  recommends a vote FOR approval to ratify the
selection  of KPMG LLP as our  independent  auditors  for the fiscal year ending
December 31, 2001.


                                       21

<PAGE>

Transact Other Business Properly Coming Before The Meeting

We know of no other matters to be submitted at the annual meeting.  If any other
matters  properly  come before the meeting,  it is the  intention of the persons
named in the enclosed  proxy card to vote the shares they represent as the Board
of Directors may recommend.


                                        By Order of the Board of Directors
                                        @Comm Corporation


                                        /s/ Melanie D. Johnson
                                        ----------------------------------------
                                        Melanie D. Johnson
                                        Secretary

April 12, 2001
Burlingame, California


                                       22

<PAGE>

                                   EXHIBIT A

                        CHARTER FOR THE AUDIT COMMITTEE
                           OF THE BOARD OF DIRECTORS
                                      OF
                              AT COMM CORPORATION


PURPOSE:

     The  purpose  of  the  Audit Committee of the Board of Directors of At Comm
Corporation (the "Company") shall be:

   * to   provide  oversight  and  monitoring  of  Company  management  and  the
     independent  auditors  and  their  activities with respect to the Company's
     financial reporting process;

   * to  provide  the  Company's  Board  of  Directors  with  the results of its
     monitoring and recommendations derived therefrom;

   * to  nominate  to  the  Board of Directors independent auditors to audit the
     Company's  financial statements and oversee the activities and independence
     of the auditors; and

   * to  provide  to  the  Board  of  Directors  such additional information and
     materials  as it may deem necessary to make the Board of Directors aware of
     significant  financial  matters  that require the attention of the Board of
     Directors.

     The   Audit   Committee   will   undertake   those   specific   duties  and
responsibilities  listed  below  and such other duties as the Board of Directors
may from time to time prescribe.


MEMBERSHIP:

     The  Audit  Committee  members  will be appointed by, and will serve at the
discretion  of,  the  Board  of  Directors  and  will  consist of at least three
members  of the Board of Directors. On or before June 14, 2001, the members will
meet the following criteria:

         1. Each member will be an independent  director, in accordance with the
            Nasdaq National Market Audit Committee requirements;

         2. Each  member  will  be  able  to  read  and  understand  fundamental
            financial statements,  in accordance with the Nasdaq National Market
            Audit Committee requirements; and


                                       23

<PAGE>

         3. At least one member will have past employment  experience in finance
            or accounting,  requisite professional  certification in accounting,
            or other comparable experience or background, including a current or
            past  position as a chief  executive or  financial  officer or other
            senior officer with financial oversight responsibilities.


RESPONSIBILITIES:

     The responsibilities of the Audit Committee shall include:

   * Providing   oversight   and   monitoring  of  Company  management  and  the
     independent  auditors  and  their  activities with respect to the Company's
     financial reporting process;

   * Recommending  the  selection  and,  where  appropriate,  replacement of the
     independent auditors to the Board of Directors;

    * Reviewing fee arrangements with the independent auditors;

    * Reviewing the  independent  auditors'  proposed audit scope,  approach and
      independence;

    * Reviewing  the  performance  of the  independent  auditors,  who  shall be
      accountable to the Board of Directors and the Audit Committee;

    * Requesting  from the  independent  auditors of a formal written  statement
      delineating  all  relationships  between  the  auditor  and  the  Company,
      consistent with  Independent  Standards Board Standard No. 1, and engaging
      in  a  dialogue   with  the  auditors   with  respect  to  any   disclosed
      relationships or services that may impact the objectivity and independence
      of the auditors;

    * Directing the Company's  independent auditors to review before filing with
      the SEC the Company's interim financial  statements  included in Quarterly
      Reports on Form 10-Q,  using  professional  standards and  procedures  for
      conducting such reviews;

    * Discussing with the Company's independent auditors the matters required to
      be  discussed by  Statement  on  Accounting  Standard No. 61, as it may be
      modified or supplemented;

    * Reviewing  with  management,   before  release,   the  audited   financial
      statements  and  Management's  Discussion  and  Analysis in the  Company's
      Annual Report on Form 10-K;

    * Providing a report in the Company's proxy statement in accordance with the
      requirements  of Item 306 of Regulation  S-K and Item 7(e) (3) of Schedule
      14A;

    * Reviewing the Audit  Committee's  own structure,  processes and membership
      requirements; and


                                       24

<PAGE>

    * Performing  such  other  duties  as  may be  requested  by  the  Board  of
      Directors.


MEETINGS:

     The  Audit  Committee will meet at least quarterly. The Audit Committee may
establish  its  own schedule, which it will provide to the Board of Directors in
advance.

     The  Audit  Committee will meet separately with the independent auditors as
well  as members of the Company's management as it deems appropriate in order to
review the financial controls of the Company.


MINUTES:

     The  Audit  Committee  will maintain written minutes of its meetings, which
minutes  will  be  filed  with  the  minutes  of  the  meetings  of the Board of
Directors.


REPORTS:

     Apart  from  the report prepared pursuant to Item 306 of Regulation S-K and
Item  7(e)  (3)  of  Schedule  14A,  the  Audit  Committee  will  summarize  its
examinations  and  recommendations  to  the  Board  from  time to time as may be
appropriate, consistent with the Committee's charter.


                                       25
<PAGE>

                                                                      APPENDIX A

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

PROXY                           @Comm Corporation                          PROXY
           Annual Meeting of Stockholders to be Held on May 14, 2001
          This Proxy is Solicited on Behalf of the Board of Directors


     The undersigned  hereby appoints William H. Welling and Melanie D. Johnson,
and each or either of them,  as proxies of the  undersigned,  with full power of
substitution, and hereby authorizes them to represent and to vote, as designated
on the other  side,  all of the shares of Common  Stock and  Preferred  Stock of
@Comm  Corporation held of record by the undersigned as of March 29, 2001 at the
Annual Meeting of Stockholders of @Comm  Corporation to be held May 14, 2001, or
at any adjournment thereof.

     The  shares  covered by this  proxy  will be voted in  accordance  with the
undersigned(s)  instructions  with  respect  to any  matter  in which  choice is
specified.  If this proxy is returned without indicating specific  instructions,
all shares  represented  herein will be voted for the Director  nominees listed,
and as recommended by the Board of Directors on all other proposals. Each of the
proxies  or their  substitutes  as shall be  present  and  acting at the  Annual
Meeting  shall have and may  exercise  all of the powers of all of said  proxies
hereunder.


                (Continued, and to be signed on the other side)

- --------------------------------------------------------------------------------
                            - FOLD AND DETACH HERE -


<PAGE>

                                                                 X   Please mark
                                                                      your votes
                                                                         as this

                                             WITHHOLD
The Board of Directors recommends      FOR   FOR ALL
a vote FOR Items 1 and 2.             [  ]     [  ]


1.   ELECTION     OF     DIRECTORS
     INSTRUCTION:  If you  wish to
     withhold  authority  to  vote
     for any  individual  nominee,
     strike  a line  through  that
     nominee's  name  in the  list
     below:

William H. Welling,  Mark A. Parrish,  Jr., Robert K.
McAfee, Bernard T. Marren, Atam Lalchandani


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

I PLAN TO ATTEND THE MEETING                   [ ]

                                                          FOR  AGAINST  ABSTAIN
2.   RATIFY  THE   APPOINTMENT   OF  KPMG  LLP  AS  OUR   [ ]    [ ]      [ ]
INDEPENDENT  ACCOUNTANTS  FOR THE  FISCAL  YEAR  ENDING
DECEMBER 31, 2001.

In their discretion, the Proxies are authorized to vote
upon such other  proposal(s)  which may  properly  come
before the meeting and at any adjournment(s) thereof.


Signature(s) --------------------------------- Dated -------------------- , 2001
NOTE:  Please  sign  exactly  as  name apprears hereon. Joint owners should sign
each.  When  signing as attorney, executor, administrator, trustee, or guardian,
please give full title as such.

                            - FOLD AND DETACH HERE -

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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