Exhibit 4.6


SECURITIES  EVIDENCED  BY THIS  WARRANT  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED UNLESS THERE IS AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH ACT
COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE
ACT,  OR THE  COMPANY  RECEIVES  AN OPINION  OF  COUNSEL  FOR THE HOLDER OF SUCH
SECURITIES  REASONABLY  SATISFACTORY  TO THE  COMPANY  STATING  THAT SUCH  SALE,
TRANSFER,  ASSIGNMENT  OR  HYPOTHECATION  IS EXEMPT  FROM THE  REGISTRATION  AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


                        WARRANT TO PURCHASE COMMON STOCK
                                       of
                                  VIRAGE, INC.

         1. Number of Shares  Subject to  Warrant.  FOR VALUE  RECEIVED,  on and
after the date hereof, and subject to the terms and conditions herein set forth,
Holder (as defined below) is entitled to purchase from Virage,  Inc., a Delaware
corporation  (the  "Company"),  at any time (subject to Section 6 hereof) before
the  Termination  Date (as  defined  below),  at a price per share  equal to the
Warrant Price (as defined below and subject to adjustments as described  below),
the Warrant  Stock (as defined  below and subject to  adjustments  as  described
below) upon exercise of this Warrant pursuant to Section 6 hereof.

         2. Definitions. As used in this Warrant, the following terms shall have
the definitions ascribed to them below:

         (a)      "Holder"  shall  mean  JRT  Investment   Company,   a  limited
                  partnership  wholly  owned by the Jim Joseph  Revocable  Trust
                  dated January 19, 1990 or its assigns.

         (b)      "Securities" shall mean fully paid and  non-assessable  shares
                  of Common Stock of the Company.

         (c)      "Termination  Date"  shall  mean  5:00  p.m.  Pacific  Time on
                  December 23, 2005.

         (d)      "Warrant Price" shall be equal to $0.57.

         (e)      "Warrant  Stock" shall mean the  Securities  purchasable  upon
                  exercise  of this  Warrant.  The total  number of shares to be
                  issued upon exercise of the Warrant,  subject to adjustment as
                  described in Section 3 below, shall equal two hundred thousand
                  (200,000) shares.

         3.  Adjustments  and  Notices.  The  Warrant  Price shall be subject to
adjustment from time to time in accordance with the following provisions:

                                      -1-
<PAGE>

                  (a) Subdivision,  Stock Dividends or Combinations. In case the
Company shall at any time subdivide the outstanding  shares of the Securities or
shall issue a stock dividend with respect to the  Securities,  the Warrant Stock
and the Warrant Price in effect  immediately  prior to such  subdivision  or the
issuance of such dividend  shall be  proportionately  increased  and  decreased,
respectively,  and in case the Company shall at any time combine the outstanding
shares  of the  Securities,  the  Warrant  Stock  and  Warrant  Price in  effect
immediately  prior to such combination  shall be  proportionately  decreased and
increased, respectively,  effective at the close of business on the date of such
subdivision, dividend or combination, as the case may be.

                  (b)   Reclassification,    Exchange,   Substitution,   In-Kind
Distribution. In the case of any reclassifications,  exchange,  substitution, or
other  event  that  results  in a  change  of the  number  and/or  class  of the
securities  issuable  upon  exercise or  conversion  of this Warrant or upon the
payment of a dividend in cash, securities or property other than Securities, the
Holder  shall be entitled  to  receive,  upon  exercise  or  conversion  of this
Warrant,  the amount of cash and number and kind of securities and property that
Holder  would have  received  for the  Warrant  Stock if this  Warrant  had been
exercised  immediately  before  the  record  date  for  such   reclassification,
exchange,  substitution,  or other event or immediately prior to the record date
for such dividend. The Company or its successor shall promptly issue to Holder a
new Warrant for such new  securities  or other  property.  The new Warrant shall
provide  for  adjustments  which  shall  be  as  nearly  equivalent  as  may  be
practicable to the adjustments provided for in this Section 3 including, without
limitation,  adjustments to the Warrant Price and to the number of securities or
property issuable upon exercise the new Warrant.  The provisions of this Section
3(b)  shall   similarly  apply  to  successive   reclassifications,   exchanges,
substitutions, or other events and successive dividends.

                  (c)  Reorganization,  Merger etc. In case of any (i) merger or
consolidation of the Company into or with another  corporation where the Company
is not the  surviving  corporation,  (ii)  sale,  transfer  or  lease  (but  not
including a transfer  or lease by pledge or  mortgage to a bona fide  lender) of
all or  substantially  all of the  assets of the  Company,  or (iii) sale by the
Company's stockholders of 50% or more of the Company's outstanding securities in
one or more related  transactions  from and after the  occurrence  thereof,  the
Holder shall have the right to receive,  at a total purchase price not to exceed
that payable upon the exercise of the unexercised  portion of this Warrant,  and
in lieu of the shares of the  Securities  theretofore  issuable upon exercise of
this Warrant,  the kind and amount of shares of stock,  other securities,  money
and property receivable upon such  reorganization,  merger or sale by the Holder
to which the Holder would have been entitled if this Warrant had been  exercised
immediately  prior to the record date for such  reorganization,  merger or sale.
The  provisions of this  subparagraph  (c) shall  similarly  apply to successive
reorganizations, mergers and sales.

                  (d) No Impairment.  The Company shall not, by amendment of its
Certificate of  Incorporation or through a  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue, or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed  under this  Warrant by the  Company,  but
shall at all times in good faith assist in carrying out of all the provisions of
this Section 3 and in taking all such action as may be necessary or  appropriate
to protect the Holder's rights under this Section 3 against  impairment.  If the
Company  takes any action  affecting  the  Securities,  other than as  described
above,  that adversely  affects Holder's rights under this Warrant,  the Warrant
Price shall be adjusted downward.

                                      -2-
<PAGE>

                  (e) Notice.  Upon any  adjustment of the Warrant Price and any
increase or decrease in the number of shares of the Securities  purchasable upon
the exercise or  conversion of this Warrant,  then,  and in each such case,  the
Company,  as promptly  as  practicable  thereafter,  shall give  written  notice
thereof to the Holder of this  Warrant at the address of such Holder as shown on
the books of the Company  which notice shall state the Warrant Price as adjusted
and the increased or decreased number of shares purchasable upon the exercise or
conversion  of this Warrant,  setting  forth in reasonable  detail the method of
calculation  of each.  The Company  further  agrees to notify the Holder of this
Warrant in writing  (including via electronic mail) of a reorganization,  merger
or sale in  accordance  with Section 3(c) hereof at least thirty (30) days prior
to the effective date thereof.

                  (f) Fractional  Shares. No fractional shares shall be issuable
upon exercise or conversion of the Warrant and the number of shares to be issued
shall be rounded down to the nearest whole share. If a fractional share interest
arises upon any  exercise  or  conversion  of the  Warrant,  the  Company  shall
eliminate such fractional share interest by paying the Holder an amount computed
by multiplying the fractional interest by the fair market value of a full share.

         4. No Stockholder  Rights.  This Warrant,  by itself,  as distinguished
from any shares purchased hereunder,  shall not entitle its Holder to any of the
rights of a stockholder of the Company.

         5. Reservation of Stock. On and after the date hereof, the Company will
reserve from its  authorized  and unissued  Common Stock a sufficient  number of
shares to provide for the  issuance of Common Stock upon the  conversion  of the
Warrant Stock.  Issuance of this Warrant shall  constitute full authority to the
Company's officers who are charged with the duty of executing stock certificates
to execute  and issue the  necessary  certificates  for shares of Warrant  Stock
issuable upon the exercise or conversion of this Warrant.

         6. Exercise of Warrant.

                  (a) Method of Exercise. This Warrant may be exercised in whole
or part by the  Holder,  at any time  after  the date  hereof  and  prior to the
Termination Date, by the surrender of this Warrant,  together with the Notice of
Exercise and Investment Representation Statement in the forms attached hereto as
Attachment 1 and Attachment 2, respectively,  duly completed and executed at the
principal  office of the  Company,  specifying  the portion of the Warrant to be
exercised and  accompanied by payment in full of the Warrant  Price,  by cash or
check, with respect to the shares of Warrant Stock being purchased. This Warrant
shall be  deemed  to have  been  exercised  immediately  prior  to the  close of
business on the date of its  surrender for exercise as provided  above,  and the
person  entitled  to  receive  the shares of Warrant  Stock  issuable  upon such
exercise shall be treated for all purposes as holder of such shares of record as
of the close of business on such date.  As  promptly as  practicable  after such
date,  the Company shall issue and deliver to the person or persons  entitled to
receive the same a certificate or certificates  for the number of full shares of
Warrant Stock issuable upon such exercise. If the Warrant shall be exercised for
less  than the  total  number of shares of  Warrant  Stock  then  issuable  upon
exercise,  promptly  after  surrender  of the Warrant  upon such  exercise,  the
Company  will  execute  and  deliver  a new  Warrant,  dated  the  date  hereof,
evidencing  the  right  of the  Holder  to the  balance  of  the  Warrant  Stock
purchasable  hereunder upon the same terms and conditions set forth herein.  All
of the Warrant Stock  issuable upon exercise of the rights  represented  by this
Warrant will,  upon issuance and receipt of the Warrant Price thereof,  be fully
paid and  non-assessable,  and free of all taxes, liens and charges with respect
to the issuance thereof and any preemptive or similar rights.  The Company shall
pay all taxes and any and all United States  federal,  state and local taxes and
other charges that may be payable in connection with the  preparation,  issuance
and delivery of the certificates representing the Warrant Stock.

                                      -3-
<PAGE>

                  (b)  Conversion.  In lieu of  exercising  this  Warrant or any
portion  hereof,  the Holder shall have the right to convert this Warrant or any
portion  hereof into Warrant Stock by executing and delivering to the Company at
its  principal   office  the  written   Notice  of  Conversion   and  Investment
Representation  Statement  in the  forms  attached  hereto as  Attachment  2 and
Attachment  3,  respectively,  specifying  the  portion  of  the  Warrant  to be
converted,  and  accompanied by this Warrant.  The number of Warrant Stock to be
issued upon such conversion shall be computed using the following formula:

                                X = (P) (Y) (A-B)
                                    -------------
                                           A

where

                  X = the number of Warrant Stock to be issued to the Holder for
                      the portion of the Warrant being converted.

                  P = the portion of the Warrant being converted  expressed as a
                      decimal fraction.

                  Y = the total number of Warrant  Stock  issuable upon exercise
                      of the Warrant in full pursuant to Section 6(a) above.

                  A = the fair market value of one share of Warrant  Stock.  The
                      term "Fair  Market  Value"  shall mean the  average of the
                      daily closing  prices of the  Securities  for the ten (10)
                      consecutive   Trading  Days  ending  on  the  Trading  Day
                      preceding  the date of such  exercise.  As used herein the
                      term "Trading Days" with respect to the  Securities  means
                      (i) if the  Securities  are  quoted  on the  NASDAQ  Stock
                      Markets,   Inc.  and  any  similar   system  of  automated
                      dissemination of quotations of securities prices,  days on
                      which  trades  may be made on such  system  or (ii) if the
                      Securities  are  listed or  admitted  for  trading  on any
                      national securities exchange,  days on which such national
                      securities exchange is open for business.

                  B = the Warrant Price in effect under this Warrant on the date
                      of conversion.

Any portion of this Warrant that is converted shall be immediately canceled and,
unless  this  Warrant has been fully  converted  or has  expired,  a New Warrant
representing  the portion of the Warrant  Stock,  if any,  with respect to which
this  Warrant  shall not have  been  converted,  shall be  issued to the  Holder
hereof.

         7. Transfer of Warrant.  This Warrant may be transferred or assigned by
the  Holder  hereof  in  whole  or in part,  provided  that  (i) the  transferor
provides,  at the Company's request,  an opinion of counsel  satisfactory to the
Company that such transfer does not require  registration  under the Act and the
securities law applicable with respect to any other applicable jurisdiction, and
(ii) the  Company,  in its  sole  discretion,  consents  to such  assignment  or
transfer.

         8. Market Stand-Off Agreement.  The Holder, if requested by the Company
and an underwriter of Common Stock (or other  securities) of the Company,  shall
agree not to sell or otherwise transfer or dispose of any securities held by the
Holder  during the one hundred  eighty (180) day period  following the effective
date of a  registration  statement of the Company filed under the Securities Act
of 1933, as amended,  if such securities are registered  pursuant to a secondary
offering or similar offer to sell securities.


         9. Termination. This Warrant shall terminate on the Termination Date.

                                      -4-
<PAGE>

         10.  Miscellaneous.  This Warrant  shall be governed by the laws of the
State of  California,  as such laws are applied to  contracts to be entered into
and  performed  entirely in  California.  The  headings in this  Warrant are for
purposes  of  convenience  and  reference  only,  and  shall  not be  deemed  to
constitute  a part  hereof.  Neither  this  Warrant  nor any term  hereof may be
changed or waived  orally,  but only by an instrument  in writing  signed by the
Company and the Holder of this  Warrant.  All  notices and other  communications
from the Company to the Holder of this Warrant shall be delivered  personally or
mailed by first class mail,  postage  prepaid,  to the address  furnished to the
Company in writing by the last Holder of this  Warrant who shall have  furnished
an address to the Company in writing,  and if mailed shall be deemed given three
days after deposit in the United States mail.

         ISSUED: December 23, 2002


                                               VIRAGE, INC.

                                               By: /s/ Paul G. Lego
                                                   -------------------------
                                                   Paul G. Lego, President

                                      -5-
<PAGE>

                                  Attachment 1

                               NOTICE OF EXERCISE

TO: Virage, Inc.

         1. The undersigned hereby elects to purchase  _________________  shares
of the  Warrant  Stock of Virage,  Inc.  pursuant  to the terms of the  attached
Warrant,  and tenders herewith  payment of the purchase price in full,  together
with all applicable transfer taxes, if any.

         2. Please issue a certificate or certificates  representing said shares
of  Warrant  Stock in the name of the  undersigned  or in such  other name as is
specified below:

                    ----------------------------------------
                                     (Name)


                    ----------------------------------------
                                    (Address)


-------------------------------                  -------------------------------
(Date)                                           (Name of Warrant Holder)

                                                 By:
                                                    ----------------------------
                                                Title:
                                                      --------------------------

                                      -6-
<PAGE>

                                  Attachment 2

                       INVESTMENT REPRESENTATION STATEMENT

                            Shares of the Securities
                     (as defined in the attached Warrant) of
                                  Virage, Inc.

         In connection  with the purchase of the  above-listed  securities,  the
undersigned hereby represents to Virage, Inc. (the "Company") as follows:

         (a) The securities to be received upon the exercise of the Warrant (the
"Securities")  will be acquired for  investment  for its own  account,  not as a
nominee or agent,  and not with a view to the sale or  distribution  of any part
thereof.

         (b) The  undersigned  understands  that the  Securities  issuable  upon
exercise of the Warrant at the time of issuance may not be registered  under the
Securities Act of 1933, as amended (the "Act"),  and applicable state securities
laws, on the ground that the issuance of such  securities is exempt  pursuant to
Section  4(2) of the Act and state law  exemptions  relating to offers and sales
not by means of a public  offering,  and  that the  Company's  reliance  on such
exemptions is predicated on the undersigned's representations set forth herein.

         (c) The  undersigned  represents that it has had the opportunity to ask
questions of the Company  concerning  the Company's  business and assets and has
had all  questions  which have been asked by it  satisfactorily  answered by the
Company.

         (d) The  undersigned  acknowledges  that the  Securities  issuable upon
exercise of the Warrant must be held indefinitely unless subsequently registered
under  the  Act  or an  exemption  from  such  registration  is  available.  The
undersigned  is aware of the  provisions of Rule 144  promulgated  under the Act
which permit limited resale of shares purchased in a private  placement  subject
to the satisfaction of certain  conditions,  including,  among other things, the
existence of a public market for the shares, the availability of certain current
public  information  about the Company,  the resale  occurring not less than one
year after a party has purchased and paid for the security to be sold,  the sale
being  through a  "broker's  transaction"  or in  transactions  directly  with a
"market makers" (as provided by Rule 144(f)) and the number of shares being sold
during any three-month period not exceeding specified limitations.

         Dated:
                ----------------------------
                                                 -------------------------------
                                                 (Type or Printed Name)

                                                 By:
                                                    ----------------------------
                                                    (Signature)

                                                --------------------------------
                                                (Title)

                                      -7-
<PAGE>

                                  Attachment 3

                              NOTICE OF CONVERSION

TO: VIRAGE, INC.

         1. The undersigned hereby elects to acquire  ____________ shares of the
Securities of Virage,  Inc.  pursuant to the terms of the attached  Warrant,  by
conversion of _____ percent (____%) of the Warrant.

         2. Please issue a certificate or certificates  representing said shares
of  Securities  in the  name  of the  undersigned  or in such  other  name as is
specified below:

                    ----------------------------------------
                                     (Name)


                    ----------------------------------------
                                    (Address)

Dated:
      --------------------------------
                                                 -------------------------------
                                                 (Type or Printed Name)

                                                 By:
                                                    ----------------------------
                                                    (Signature)

                                                --------------------------------
                                                (Title)

                                      -8-