<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

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

      [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001

                                       OR

      [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934


                         COMMISSION FILE NUMBER: 0-30903

                                  -------------
                                  VIRAGE, INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                              38-3171505
      (State or other jurisdiction of    (I.R.S. Employer Identification No.)
       incorporation or organization)

                            177 BOVET ROAD, SUITE 520
                        SAN MATEO, CALIFORNIA 94402-3116
                                 (650) 573-3210
    (Address,   including zip code, and telephone number, including area code,
                of the registrant's principal executive offices)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

        The number of outstanding shares of the registrant's Common Stock,
$0.001 par value, was 20,625,401 as of January 31, 2002.

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


                                       1
<PAGE>

                                  VIRAGE, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                                                                                     <C>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)

   Condensed Consolidated Balance Sheets -- December 31, 2001 and
              March 31, 2001 .........................................................    3

   Condensed Consolidated Statements of Operations -- Three and Nine Months Ended
              December 31, 2001 and 2000 .............................................    4

   Condensed Consolidated Statements of Cash Flows --Nine Months Ended
              December 31, 2001 and 2000 .............................................    5

   Notes to Condensed Consolidated Financial Statements ..............................    6

Item 2. Management's Discussion and Analysis of Financial Condition
            and Results of Operations ................................................   15

Item 3.  Quantitative and Qualitative Disclosures About Market Risk ..................   34


PART II: OTHER INFORMATION

Item 1. Legal Proceedings ............................................................   35

Item 2. Changes in Securities and Use of Proceeds ....................................   35

Item 3. Defaults Upon Senior Securities ..............................................   36

Item 4. Submission of Matters to a Vote of Security Holders ..........................   36

Item 5. Other Information ............................................................   36

Item 6. Exhibits and Reports on Form 8-K .............................................   36

Signature ............................................................................   37
</TABLE>

                                       2
<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                                  VIRAGE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                       DECEMBER 31,  MARCH 31,
                                                          2001          2001
                                                       ------------  ---------
                     ASSETS
<S>                                                    <C>           <C>
Current assets:
  Cash and cash equivalents .........................      $6,988      $19,680
  Short-term investments ............................      28,122       28,451
  Accounts receivable, net ..........................       2,361        2,331
  Prepaid expenses and other current assets .........         478          515
                                                        ---------    ---------
      Total current assets ..........................      37,949       50,977

Property and equipment, net .........................       4,567        6,692
Other assets ........................................       2,511        2,537
                                                        ---------    ---------
      Total assets ..................................     $45,027      $60,206
                                                        =========    =========

      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable ..................................        $986       $1,153
  Accrued payroll and related expenses ..............       2,907        3,279
  Accrued expenses ..................................       3,011        3,003
  Deferred revenue ..................................       2,738        2,954
                                                        ---------    ---------
      Total current liabilities .....................       9,642       10,389

Deferred rent .......................................         256          111

Commitments and contingencies

Stockholders' equity:
  Preferred stock ...................................          --           --
  Common stock ......................................          21           20
  Additional paid-in capital ........................     121,494      120,707
  Deferred compensation .............................      (6,428)      (9,847)
  Accumulated deficit ...............................     (79,958)     (61,174)
                                                        ---------    ---------
      Total stockholders' equity ....................      35,129       49,706
                                                        ---------    ---------
      Total liabilities and stockholders' equity ....     $45,027      $60,206
                                                        =========    =========
</TABLE>

                            See accompanying notes.


                                       3
<PAGE>

                                  VIRAGE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED       NINE MONTHS ENDED
                                                 DECEMBER 31,            DECEMBER 31,
                                              -------------------    --------------------
                                               2001         2000       2001        2000
                                              -------     -------    --------    --------
<S>                                          <C>         <C>        <C>         <C>
Revenues:
  License revenues .......................     $1,478      $1,709      $6,292      $4,175
  Service revenues .......................      3,290       1,494       7,000       3,515
  Other revenues .........................         20          65         232          88
                                              -------     -------    --------    --------
    Total revenues .......................      4,788       3,268      13,524       7,778
Cost of revenues:
  License revenues .......................        202         186         534         498
  Service revenues(1) ....................      2,122       1,989       7,059       5,251
  Other revenues .........................          5          60         153         139
                                              -------     -------    --------    --------
    Total cost of revenues ...............      2,329       2,235       7,746       5,888
                                              -------     -------    --------    --------
Gross profit .............................      2,459       1,033       5,778       1,890
Operating
expenses:
  Research and development(2) ............      2,117       2,284       6,934       6,548
  Sales and marketing(3) .................      3,858       4,504      12,720      12,742
  General and administrative(4) ..........      1,284       1,403       3,946       3,947
  Stock-based compensation ...............        719         817       2,257       2,509
                                              -------     -------    --------    --------
    Total operating expenses .............      7,978       9,008      25,857      25,746
                                              -------     -------    --------    --------
Loss from operations .....................     (5,519)     (7,975)    (20,079)    (23,856)
Interest and other income, net ...........        315         971       1,295       2,010
                                              -------     -------    --------    --------
Net loss .................................    $(5,204)    $(7,004)   $(18,784)   $(21,846)
                                              =======     =======    ========    ========

Basic and diluted net loss per share .....     $(0.26)     $(0.35)     $(0.93)     $(1.57)
                                              =======     =======    ========    ========

Shares used in computation of basic
and diluted net loss per share ...........     20,366      19,802      20,249      13,893
                                              =======     =======    ========    ========
</TABLE>


(1) Excluding $56 and $199 in amortization of deferred stock-based compensation
    for the three and nine months ended December 31, 2001, respectively ($75 and
    $227 for the three and nine months ended December 31, 2000, respectively).

(2) Excluding $102 and $321 in amortization of deferred stock-based compensation
    for the three and nine months ended December 31, 2001, respectively ($142
    and $416 the three and nine months ended December 31, 2000, respectively).

(3) Excluding $211 and $670 in amortization of deferred stock-based compensation
    for the three and nine months ended December 31, 2001, respectively ($241
    and $751 for the three and nine months ended December 31, 2000,
    respectively).

(4) Excluding $350 and $1,067 in amortization of deferred stock-based
    compensation for the three and nine months ended December 31, 2001,
    respectively ($359 and $1,115 for the three and nine months ended December
    31, 2000, respectively).

                             See accompanying notes.



                                       4
<PAGE>

                                  VIRAGE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         NINE MONTHS ENDED
                                                                           DECEMBER 31,
                                                                      -----------------------
                                                                        2001           2000
                                                                      --------       --------
<S>                                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .......................................................      $(18,784)      $(21,846)
Adjustments to reconcile net loss to net cash used in
  operating activities:
  Depreciation and amortization ................................         2,223          1,328
  Loss on disposal of assets ...................................           263             --
  Amortization of deferred compensation related to
    stock options ..............................................         2,781          3,173
  Amortization of deferred advertising costs and
     technology right ..........................................            26            612
  Amortization of warrant fair values ..........................           657             --
  Changes in operating assets and liabilities:
    Accounts receivable ........................................           (30)          (268)
    Prepaid expenses and other current assets ..................            37             41
    Other assets ...............................................            --             13
    Accounts payable ...........................................          (167)          (121)
    Accrued payroll and related expenses .......................          (372)         1,713
    Accrued expenses ...........................................             8          1,409
    Deferred revenue ...........................................          (216)         1,197
    Deferred rent ..............................................           145             55
                                                                      --------       --------
Net cash used in operating activities ..........................       (13,429)       (12,694)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment .............................          (361)        (4,462)
Purchase of short-term investments .............................       (53,508)       (39,283)
Sales and maturities of short-term investments .................        53,837          4,635
                                                                      --------       --------
Net cash used in investing activities ..........................           (32)       (39,110)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank line of credit ..............................            --            806
Principal payments on loans and capital leases .................            --         (1,047)
Proceeds from exercise of stock options, net of repurchases ....             3            506
Proceeds from employee stock purchase plan .....................           766            497
Proceeds from issuance of common stock, net of
  offering costs ...............................................            --         58,288
Proceeds from exercise of warrants to purchase
  preferred and common stock ...................................            --          2,125
                                                                      --------       --------
Net cash provided by financing activities ......................           769         61,175
                                                                      --------       --------
Net increase (decrease) in cash and cash equivalents ...........       (12,692)         9,371
Cash and cash equivalents at beginning of period ...............        19,680         10,107
                                                                      --------       --------
Cash and cash equivalents at end of period .....................      $  6,988        $19,478
                                                                      ========       ========

SUPPLEMENTAL DISCLOSURES OF NONCASH OPERATING,
INVESTING AND FINANCING ACTIVITIES:
Deferred compensation related to stock options .................      $    123        $    70
Reversal of deferred compensation upon employee
  termination ..................................................      $    761        $   622
Conversion of prepaid offering costs to equity at IPO ..........      $     --        $   812
Conversion of redeemable preferred stock to equity at IPO ......      $     --        $36,995
</TABLE>


                             See accompanying notes.


                                       5
<PAGE>

                                  VIRAGE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

                                   (UNAUDITED)


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and in accordance with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of the financial statements at December 31, 2001 and for the three
and nine month periods ended December 31, 2001 and 2000 have been included.

        The condensed consolidated financial statements include the accounts of
Virage, Inc. (the "Company") and its majority owned subsidiaries, Virage Europe,
Ltd. and Virage GmbH. All significant intercompany balances and transactions
have been eliminated in consolidation.

        Results for the three and nine months ended December 31, 2001 are not
necessarily indicative of results for the entire fiscal year or future periods.
These financial statements should be read in conjunction with the consolidated
financial statements and the accompanying notes included in the Company's Annual
Report on Form 10-K, dated June 20, 2001 as filed with the United States
Securities and Exchange Commission. The accompanying balance sheet at March 31,
2001 is derived from the Company's audited consolidated financial statements at
that date.

Revenue Recognition

        The Company enters into arrangements for the sale of licenses of
software products and related maintenance contracts, application services and
professional services offerings; and also receives revenues under U.S.
government agency research grants. Service revenues include revenues from
maintenance contracts, application services, and professional services. Other
revenues are primarily U.S. government agency research grants.

        The Company's revenue recognition policy is in accordance with the
American Institute of Certified Public Accountants' ("AICPA") Statement of
Position No. 97-2 ("SOP 97-2"), "Software Revenue Recognition", as amended by
Statement of Position No. 98-4, "Deferral of the Effective Date of SOP 97-2,
"Software Revenue Recognition"" ("SOP 98-4"), and Statement of Position No.
98-9, "Modification of SOP No. 97-2 with Respect to Certain Transactions" ("SOP
98-9"). For each arrangement, the Company determines whether evidence of an
arrangement exists, delivery has occurred, the fee is fixed or determinable, and
collection is probable. If any of these criteria are not met, revenue
recognition is deferred until such time as all criteria are met. The Company
considers all arrangements with payment terms extending beyond twelve months and
other arrangements with payment terms longer than normal not to be fixed or
determinable. If collectibility is not considered probable, revenue is
recognized when the fee is collected. No customer has the right of return.

        Arrangements consisting of license and maintenance. For those contracts
that consist solely of license and maintenance, the Company recognizes license
revenues based upon the residual method after all elements other than
maintenance have been delivered as prescribed by SOP 98-9. The Company
recognizes maintenance revenues over the term of the maintenance contract as
vendor specific objective evidence of fair value for maintenance exists. In
accordance with paragraph ten of SOP 97-2, vendor specific objective evidence of
fair value of maintenance is determined by reference to the price the customer
will be required to pay when it is sold separately (that is, the renewal rate).
Each license agreement offers additional maintenance renewal periods at a stated
price. Maintenance contracts are typically one year in duration. Revenue is
recognized on a per copy basis for licensed software when each copy of the
license requested by the customer is delivered.


                                       6
<PAGE>

                                  VIRAGE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

                                   (UNAUDITED)

        Revenue is recognized on licensed software on a per user or per server
basis for a fixed fee when the product master is delivered to the customer.
There is no right of return or price protection for sales to domestic and
international distributors, system integrators, or value added resellers
(collectively, "resellers"). In situations where the reseller has a purchase
order or other contractual agreement from the end user that is immediately
deliverable, the Company recognizes revenue on shipment to the reseller, if
other criteria in SOP 97-2 are met, since the Company has no risk of
concessions. The Company defers revenue on shipments to resellers if the
reseller does not have a purchase order or other contractual agreement from an
end user that is immediately deliverable or other criteria in SOP 97-2 are not
met. The Company recognizes royalty revenues upon receipt of the quarterly
reports from the vendors.

        When licenses and maintenance are sold together with professional
services such as consulting and implementation, license fees are recognized upon
shipment, provided that (1) the criteria in the previous paragraph have been
met, (2) payment of the license fee is not dependent upon the performance of the
professional services, and (3) the services do not include significant
alterations to the features and functionality of the software.

        Should professional services be essential to the functionality of the
licenses in a license arrangement which contains professional services or should
an arrangement not meet the criteria mentioned previously in this paragraph,
both the license revenues and professional service revenues are recognized in
accordance with the provisions of the AICPA's Statement of Position No. 81-1,
"Accounting for Performance of Construction Type and Certain Production Type
Contracts" ("SOP 81-1"). When reliable estimates are available for the costs and
efforts necessary to complete the implementation services and the implementation
services do not include contractual milestones or other acceptance criteria, the
Company accounts for the arrangements under the percentage of completion
contract method pursuant to SOP 81-1 based upon input measures such as hours or
days. When such estimates are not available, the completed contract method is
utilized. When an arrangement includes contractual milestones, the Company
recognizes revenues as such milestones are achieved provided the milestones are
not subject to any additional acceptance criteria.

        Application services. Application services revenues consist primarily of
web design and integration fees, video processing fees and application hosting
fees. Web design and integration fees are recognized ratably over the contract
term, which is generally six to twelve months. The Company generates video
processing fees for each hour of video that a customer deploys. Processing fees
are recognized as encoding, indexing and editorial services are performed and
are based upon hourly rates per hour of video content. Application hosting fees
are generated based on the number of video queries processed, subject in some
cases to monthly minimums and maximums. The Company recognizes revenues on
transaction fees that are subject to monthly minimums based on the greater of
actual transaction fees or the monthly minimum, and monthly maximums based on
the lesser of actual transaction fees or the monthly maximum, since the Company
has no further obligations, the payment terms are normal and each month is a
separate measurement period.

        Professional Services. The Company provides professional services such
as consulting, implementation and training services to its customers. Revenues
from such services, when not sold in conjunction with product licenses, are
generally recognized as the services are performed.

        Other revenues. Other revenues consist primarily of U.S. government
agency research grants that are best effort arrangements. The
software-development arrangements are within the scope of the Financial
Accounting Standards Board's ("FASB") Statement of Financial Accounting
Standards No. 68, "Research and Development Arrangements." As the financial
risks associated with the software-development arrangement rests solely with the
U.S. government agency, the Company is recognizing revenues as the services are
performed. The cost of these services are included in cost of other revenues.
The Company's contractual obligation is to provide the required level of effort
(hours), technical reports, and funds and man-hour expenditure reports.


                                       7
<PAGE>

                                  VIRAGE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

                                   (UNAUDITED)

Use of Estimates

        The preparation of the accompanying unaudited condensed consolidated
financial statements requires management to make estimates and assumptions that
effect the amounts reported in these financial statements. Actual results could
differ from those estimates.

Cash Equivalents and Short-Term Investments

        The Company invests its excess cash in money market accounts and debt
instruments and considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents. Investments
with an original maturity at the time of purchase of over three months are
classified as short-term investments regardless of maturity date, as all such
instruments are classified as available-for-sale and can be readily liquidated
to meet current operational needs. At December 31, 2001, all of the Company's
total cash equivalents and short-term investments were classified as
available-for-sale and consisted of obligations issued by U.S. government
agencies and multinational corporations, maturing within one year.

Comprehensive Net Loss

        The Company has adopted the FASB's Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("FAS 130"). FAS 130
establishes standards for the reporting and display of comprehensive income
(loss) and its components in a full set of general purpose financial statements.
To date, unrealized gains and losses have been insignificant and the Company has
had no other comprehensive income (loss), and consequently, net loss equals
total comprehensive net loss.

Net Loss per Share

        Basic and diluted net loss per share are computed in conformity with the
FASB's Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
("FAS 128"), for all periods presented, using the weighted average number of
common shares outstanding less shares subject to repurchase.


                                       8
<PAGE>

                                  VIRAGE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

                                   (UNAUDITED)

        The following table presents the computation of basic and diluted net
loss per share (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED              NINE MONTHS ENDED
                                                      DECEMBER 31,                   DECEMBER 31,
                                                 -----------------------       -----------------------
                                                   2001           2000           2001           2000
                                                 --------       --------       --------       --------
<S>                                              <C>            <C>            <C>            <C>
Net loss ..................................       $(5,204)       $(7,004)      $(18,784)      $(21,846)
                                                 ========       ========       ========       ========
Weighted-average shares of common
  stock outstanding .......................        20,474         20,147         20,400         14,307
Less weighted-average shares of
  common stock subject to repurchase ......          (108)          (345)          (151)          (414)
                                                 --------       --------       --------       --------
Weighted-average shares used in
  computation of basic and diluted net
  loss per share ..........................        20,366         19,802         20,249         13,893
                                                 ========       ========       ========       ========
Basic and diluted net loss per share ......        $(0.26)        $(0.35)        $(0.93)        $(1.57)
                                                 ========       ========       ========       ========
</TABLE>


Impact of Recently Issued Accounting Standards

        In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations ("FAS 141")." FAS 141 requires use of
the purchase method for all business combinations initiated after June 30, 2001,
thereby eliminating use of the pooling method. FAS 141 also provides new
criteria to determine whether an acquired intangible asset should be recognized
separately from goodwill. Under the new criteria, an acquired intangible asset
would not be recognized separately from goodwill unless either control over the
future economic benefits results from contractual or legal rights or the asset
is capable of being separated or divided and sold, transferred, licensed,
rented, or exchanged. The Company currently believes that FAS 141 will not have
a material impact on its financial position or its results of operations or cash
flows as the Company has not participated in any business combinations through
December 31, 2001.

        In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 142, "Goodwill and Intangible Assets ("FAS 142")." FAS 142 states
that amortization of goodwill will no longer be required. Instead, impairment to
goodwill is to be tested at least annually at the reporting unit level using a
two-step impairment test whereby the first step determines if goodwill is
impaired and the second step measures the amount of the impairment loss. While
goodwill is to be tested for impairment annually, companies may need to test for
goodwill impairment on an interim basis if an event or circumstance occurs that
might significantly reduce the fair value of a reporting unit below its carrying
amount. Regarding amortization of intangible assets with finite lives, the FASB
requires intangible assets to be amortized over their useful economic lives and
reviewed for impairment under Statement 121. Intangible assets that have
economic lives that are indefinite would not be subject to amortization until
there is evidence that their lives no longer are indefinite, and would be tested
for impairment annually using a lower of cost or fair value approach. The
provisions of FAS 142 will be effective for fiscal years beginning after
December 15, 2001. The Company currently believes that FAS 142 will not have a
material impact on its financial position or its results of operations or cash
flows as the Company has no goodwill or intangible assets subject to the
requirements of FAS 142.


                                       9
<PAGE>

                                  VIRAGE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

                                   (UNAUDITED)

2. COMMITMENTS AND CONTINGENCIES

        During the three months ended December 31, 2001, the Company's service
revenues increased to $3,290,000 from $1,663,000 for the three months ended
September 30, 2001. Although the Company's mix of license and service revenues
generally will tend to vary from quarter to quarter based upon the timing of
license shipments and other factors, the Company's service revenues increase
during the three months ended December 31, 2001 is primarily attributable to
significantly increased revenues from Major League Baseball Advanced Media L.P.
("MLBAM"), which accounted for less than 5% of the Company's total revenues in
the quarter ended September 30, 2001 and approximately 30% of the Company's
total revenues in the quarter ended December 31, 2001 (15% of total revenues
during the nine months ended December 31, 2001). The Company did not receive
certain payments from MLBAM that were due to the Company during the three months
ended September 30, 2001 and therefore the Company determined that it was unable
to recognize the related revenues for these outstanding payments until the
period in which the payments were received. The Company received significant
payments from MLBAM for certain invoices during the three months ended December
31, 2001. However, even after considering these payments, the Company still had
unpaid invoices with MLBAM (none of which relate to any revenues recognized
through December 31, 2001). The Company will recognize these unpaid invoices as
revenues in the period in which the Company receives payment from MLBAM, if
ever.

        The Company's application services use significant capital equipment and
other infrastructure resources that have been purchased and engaged to support
its current customer requirements. The Company's application services are new
and unproven and revenues and related expenses are difficult to forecast.
Customers typically engage in contracts for the Company's application services
for a period of six to twelve months and no customer has any obligation to
renew. For example, MLBAM is a large customer that accounted for 15% of the
Company's revenues for the nine months ended December 31, 2001 and has a
contract that expires within the Company's current fiscal year ending March 31,
2002 with no obligation to renew. During the three and nine months ended
December 31, 2001, the Company recorded a $263,000 loss on the disposal of
certain assets that can no longer be used as part of its application services
offering. In addition, subsequent to December 31, 2001, the Company and MLBAM's
application services contract was successfully completed and the contract
expires in February 2002. The two parties could not mutually agree on terms with
each other for a renewal of this contract and, accordingly, the Company has
preliminarily estimated that it will incur a charge for redundant equipment (see
Note 6). Should the Company lose other customers for its application services,
the Company may have excess capacity and be required to record additional
charges for excess capital equipment and/or other infrastructure costs. The
Company's management reviews its capacity requirements and assesses whether any
excess capacity exists as part of its on-going financial processes.


                                       10
<PAGE>

                                  VIRAGE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

                                   (UNAUDITED)

        The Company's principal administrative, research and development, sales,
services and marketing activities are conducted on two leased properties in San
Mateo, California: the first property consists of 21,000 square feet and expires
in May 2002 and the second property consists of 48,000 square feet and expires
in September 2006. In addition, the Company leases a property in New York City
for services and sales under a lease that expires in March 2005, a property near
Boston, Massachusetts where the Company performs research and development under
a lease that expires in June 2003 and a property near London, England where the
Company performs sales, services, marketing and administrative activities and
that expires in February 2002. During the nine months ended December 31, 2001,
the Company was able to sublease its excess capacity at its facilities and
received rental payments from its tenants. One of the Company's sublease tenants
did not renew their sublease agreement and the other sublease tenant's agreement
will expire during the Company's current fiscal year ended March 31, 2002. The
Company may not be successful in renewing its arrangements with its current
sublease tenants or finding new sublease tenants at a price that is equivalent
to the Company's cost under its lease obligation. If this should occur and the
Company deems that the formerly sublet space cannot be used, the Company would
be required to record a charge at the end of the sublease agreement for a
portion of the rental payments that the Company owes to its landlord relating to
any excess capacity that exists at its facilities. The Company's management
reviews its facility requirements and assesses whether any excess capacity
exists as part of its on-going financial processes.

        On August 22, 2001 and September 18, 2001, the Company and certain of
its officers were named as defendants in purported securities class-action
lawsuits filed in the United States District Court for the Southern District of
New York (the "Actions"). The first of the Actions is captioned Chin vs. Virage,
Inc., et. al. and the second is captioned Bartula vs. Virage, Inc., et. al. The
Court has since consolidated the Actions, appointed a lead plaintiff and
approved lead plaintiffs' selection of lead counsel. Lead plaintiff has filed a
consolidated complaint ("Complaint") with the Court. The Complaint alleges
claims against the Company, certain of its officers, and/or Credit Suisse First
Boston ("CSFB"), as lead underwriter and certain other underwriters
(collectively, the "underwriters") associated with the Company's July 5, 2000
initial public offering, under Sections 11 and 15 of the Securities Act of 1933,
as amended. The Complaint also alleges claims solely against the underwriters
under Section 12(2) of the Securities Act of 1933 and Section 10(b) of the
Securities Exchange Act of 1934, as amended. The Company believes that the
claims against it and certain of its officers are without legal merit and
intends to defend them vigorously. Subsequently, all pending cases against all
underwriters and issuers were reassigned to Honorable Judge Shira Scheindlin,
U.S. District Court Judge, United States District Court for the Southern
District of New York. The time for defendants to move to dismiss the Complaint
is presently adjourned pending further instruction from Judge Scheindlin.

        From time to time, the Company may become involved in litigation claims
arising from its ordinary course of business. The Company believes that there
are no claims or actions pending or threatened against it, the ultimate
disposition of which would have a material adverse effect on the Company.

3. STOCKHOLDERS' EQUITY

        In December 2000, the Company entered into a services agreement with
MLBAM and issued an immediately exercisable, non-forfeitable warrant to purchase
200,000 shares of common stock at $5.50 per share. The warrant expires in
December 2003. The value of the warrant was estimated to be $648,000 and was
based upon a Black-Scholes valuation model with the following assumptions: risk
free interest rate of 7.0%, no dividend yield, volatility of 90%, expected life
of three years, exercise price of $5.50 and fair value of $5.38. The non-cash
amortization of the warrant's value is being recorded against service revenues
as revenues from services are recognized over the one-year services agreement.
During the three and nine months ended December 31, 2001, the Company recorded
$216,000 and $648,000, respectively, as contra-service revenues representing the
pro-rata amortization of the warrant's value for the aforementioned periods.


                                       11
<PAGE>

                                  VIRAGE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

                                   (UNAUDITED)

4. SEGMENT REPORTING

        The Company has two reportable segments: the sale of software and
related software support services including other revenues from U.S. government
agencies ("software") and the sale of its application and professional services
which includes set-up fees, professional services fees, video processing fees,
and application hosting fees ("application and professional services"). The
Company's Chief Operating Decision Maker ("CODM") is the Company's Chief
Executive Officer who evaluates performance and allocates resources based upon
total revenues and gross profit (loss). Discreet financial information for each
segment's profit and loss and each segment's total assets is not provided to the
Company's CODM, nor is it tracked by the Company.

        Information on the Company's reportable segments for the three and nine
months ended December 31, 2001 and 2000 are as follows (in thousands):

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED         NINE MONTHS ENDED
                                                  DECEMBER 31,               DECEMBER 31,
                                              -------------------       ---------------------
                                               2001         2000         2001           2000
                                              ------      -------       -------       -------
             <S>                             <C>          <C>           <C>           <C>
             SOFTWARE:
             Total revenues .............     $2,158       $2,276        $8,536        $5,397
             Total cost of revenues .....        361          380         1,121           990
                                              ------       ------        ------        ------
             Gross profit ...............     $1,797       $1,896        $7,415        $4,407
                                              ======       ======        ======        ======

             APPLICATION AND
             PROFESSIONAL SERVICES:
             Total revenues .............     $2,630       $  992       $ 4,988       $ 2,381
             Total cost of revenues .....      1,968        1,855         6,625         4,898
                                              ------       ------       -------       -------
             Gross profit (loss) ........     $  662       $ (863)      $(1,637)      $(2,517)
                                              ======       ======       =======       =======
</TABLE>

5. INCOME TAXES

        The Company has not recorded a provision for federal and state or
foreign income taxes for the three and nine months ended December 31, 2001 or
2000 because the Company has experienced net losses since inception, which have
resulted in deferred tax assets. The Company has recorded a valuation allowance
against all deferred tax assets as a result of uncertainties regarding the
realization of the balances through future taxable profits.


                                       12
<PAGE>

                                  VIRAGE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

                                   (UNAUDITED)

6. SUBSEQUENT EVENTS

Significant Customer Contract Expiration & Redundant Capital Equipment

        In February 2002, the Company and MLBAM successfully completed their
application services contract and the contract expires. The two parties could
not mutually agree on terms for a renewal of this contract, and as a result, the
Company assessed in February 2002 that it has redundant capital equipment that
can no longer be used as part of its current application services operations.
The Company is gathering additional information regarding the equipment but
preliminarily estimates that it will likely incur a charge related to this
redundant equipment of approximately $300,000 to $600,000 during the three
months ending March 31, 2002. The Company continues to monitor its application
services offering as part of its on-going financial processes and may be
required to incur additional charges should its capacity and related costs
exceed customer demand for the Company's application services.

Voluntary Stock Option Cancellation and Re-grant Program

        In February 2002, the Company offered a voluntary stock option
cancellation and re-grant program to its employees. The plan allows employees
with stock options at exercise prices of $5.00 per share and greater to cancel a
portion or all of these unexercised stock options effective February 6, 2002, if
they so choose, provided that should an employee participate, any option granted
to that employee within the six months preceding February 6, 2002 is
automatically cancelled. On approximately August 7, 2002, each employee
participating will be granted new options equivalent to the number cancelled.
The exercise price of the new options will be the fair market price of the
Company's common stock as listed on the Nasdaq National Market at the close of
business six months and one day after the cancellation of the existing options,
anticipated to be on August 7, 2002. The vesting period will remain consistent
with the original option grants. Members of the Company's Board of Directors,
including the Company's Chairman and Chief Executive Officer, and the Company's
Chief Financial Officer, Senior Vice President of Worldwide Sales and employees
who are residents of Germany are not eligible for this program.


                                       13
<PAGE>

                                  VIRAGE, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001
                                   (UNAUDITED)

        Details regarding options cancelled under the program are as follows:


<TABLE>
<CAPTION>
                               Shares               Weighted Average Exercise Price
                  --------------------------------- -------------------------------
  Exercise Price    Vested     Unvested      Total      Vested   Unvested   Total
----------------- ---------   ---------   ---------     ------   --------   ------
<S>                <C>        <C>         <C>           <C>       <C>       <C>
$ 0.00 -- $ 5.38     36,978     210,522     247,500     $ 4.51    $ 3.50    $ 3.65
$ 5.39 -- $ 9.25    393,152     355,348     748,500     $ 7.05    $ 7.16    $ 7.10
$ 9.26 -- $11.88    395,555     705,945   1,101,500     $11.04    $11.06    $11.05
$11.89 -- $18.06    259,556     321,194     580,750     $12.27    $12.34    $12.31
                  ---------   ---------   ---------
$ 0.00 -- $18.06  1,085,241   1,593,009   2,678,250     $ 9.67    $ 9.45    $ 9.54
                  =========   =========   =========     ======    ======    ======
</TABLE>


     As a result of these cancellations, the Company was required to expense any
deferred compensation related to the cancelled options. Accordingly, the Company
will record approximately $2,450,000 as stock-based compensation and $950,000 as
sales and marketing expense during the three months ending March 31, 2002.



                                       14
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

        The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the condensed
consolidated financial statements and related notes contained herein and the
information contained in our Annual Report on Form 10-K as filed with the United
States Securities and Exchange Commission on June 20, 2001. This discussion
contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. We may identify these
statements by the use of words such as "believe", "expect", "anticipate",
"intend", "plan" and similar expressions. These forward-looking statements
involve several risks and uncertainties. Our actual results may differ
materially from those set forth in these forward-looking statements as a result
of a number of factors, including those described under the caption "Risk
Factors" herein and in our Annual Report on Form 10-K. These forward-looking
statements speak only as of the date of this quarterly report, and we caution
you not to rely on these statements without also considering the risks and
uncertainties associated with these statements and our business as addressed
elsewhere in this quarterly report and in our Annual Report on Form 10-K.

OVERVIEW

        Virage is a leading provider of video content management and publishing
solutions. Depending on their particular needs and resources, our customers may
elect to license our software products or employ our application or professional
services to outsource their needs. Our customers include media and entertainment
companies, other corporations, government agencies and educational institutions.

Revenue Recognition

        We enter into arrangements for the sale of licenses of software products
and related maintenance contracts, application services and professional
services offerings; and also receive revenues under U.S. government agency
research grants. Service revenues include revenues from maintenance contracts,
application services, and professional services. Other revenues are primarily
U.S. government agency research grants.

        Our revenue recognition policy is in accordance with the American
Institute of Certified Public Accountants' ("AICPA") Statement of Position No.
97-2 ("SOP 97-2"), "Software Revenue Recognition", as amended by Statement of
Position No. 98-4, "Deferral of the Effective Date of SOP 97-2, "Software
Revenue Recognition"" ("SOP 98-4"), and Statement of Position No. 98-9,
"Modification of SOP No. 97-2 with Respect to Certain Transactions" ("SOP
98-9"). For each arrangement, we determine whether evidence of an arrangement
exists, delivery has occurred, the fee is fixed or determinable, and collection
is probable. If any of these criteria are not met, revenue recognition is
deferred until such time as all criteria are met. We consider all arrangements
with payment terms extending beyond twelve months and other arrangements with
payment terms longer than normal not to be fixed or determinable. If
collectibility is not considered probable, revenue is recognized when the fee is
collected. No customer has the right of return.

        Arrangements consisting of license and maintenance. For those contracts
that consist solely of license and maintenance, we recognize license revenues
based upon the residual method after all elements other than maintenance have
been delivered as prescribed by SOP 98-9. We recognize maintenance revenues over
the term of the maintenance contract as vendor specific objective evidence of
fair value for maintenance exists. In accordance with paragraph ten of SOP 97-2,
vendor specific objective evidence of fair value of maintenance is determined by
reference to the price the customer will be required to pay when it is sold
separately (that is, the renewal rate). Each license agreement offers additional
maintenance renewal periods at a stated price. Maintenance contracts are
typically one year in duration. Revenue is recognized on a per copy basis for
licensed software when each copy of the license requested by the customer is
delivered.



                                       15
<PAGE>

        Revenue is recognized on licensed software on a per user or per server
basis for a fixed fee when the product master is delivered to the customer.
There is no right of return or price protection for sales to domestic and
international distributors, system integrators, or value added resellers
(collectively, "resellers"). In situations where the reseller has a purchase
order or other contractual agreement from the end user that is immediately
deliverable, we recognize revenue on shipment to the reseller, if other criteria
in SOP 97-2 are met, since we have no risk of concessions. We defer revenue on
shipments to resellers if the reseller does not have a purchase order or other
contractual agreement from an end user that is immediately deliverable or other
criteria in SOP 97-2 are not met. We recognize royalty revenues upon receipt of
the quarterly reports from the vendors.

        When licenses and maintenance are sold together with professional
services such as consulting and implementation, license fees are recognized upon
shipment, provided that (1) the criteria in the previous paragraph have been
met, (2) payment of the license fee is not dependent upon the performance of the
professional services, and (3) the services do not include significant
alterations to the features and functionality of the software.

        Should professional services be essential to the functionality of the
licenses in a license arrangement which contains professional services or should
an arrangement not meet the criteria mentioned previously in this paragraph,
both the license revenues and professional service revenues are recognized in
accordance with the provisions of the AICPA's Statement of Position No. 81-1,
"Accounting for Performance of Construction Type and Certain Production Type
Contracts" ("SOP 81-1"). When reliable estimates are available for the costs and
efforts necessary to complete the implementation services and the implementation
services do not include contractual milestones or other acceptance criteria, we
account for the arrangements under the percentage of completion contract method
pursuant to SOP 81-1 based upon input measures such as hours or days. When such
estimates are not available, the completed contract method is utilized. When an
arrangement includes contractual milestones, we recognize revenues as such
milestones are achieved provided the milestones are not subject to any
additional acceptance criteria.

        Application services. Application services revenues consist primarily of
web design and integration fees, video processing fees and application hosting
fees. Account set-up, web design and integration fees are recognized ratably
over the contract term, which is generally six to twelve months. We generate
video processing fees for each hour of video that a customer deploys. Processing
fees are recognized as encoding, indexing and editorial services are performed
and are based upon hourly rates per hour of video content. Application hosting
fees are generated based on the number of video queries processed, subject in
some cases to monthly minimums and maximums. We recognize revenues on
transaction fees that are subject to monthly minimums based on the greater of
actual transaction fees or the monthly minimum, and monthly maximums based on
the lesser of actual transaction fees or the monthly maximum, since we have no
further obligations, the payment terms are normal and each month is a separate
measurement period.

        Professional Services. We provide professional services such as
consulting, implementation and training services to our customers. Revenues from
such services, when not sold in conjunction with product licenses, are generally
recognized as the services are performed.

        Other revenues. Other revenues consist primarily of U.S. government
agency research grants that are best effort arrangements. The
software-development arrangements are within the scope of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No. 68,
"Research and Development Arrangements." As the financial risks associated with
the software-development arrangement rests solely with the U.S. government
agency, we recognize revenues as the services are performed. The cost of these
services are included in cost of other revenues. The Company's contractual
obligation is to provide the required level of effort (hours), technical
reports, and funds and man-hour expenditure reports.



                                       16
<PAGE>

RESULTS OF OPERATIONS

        The following table sets forth consolidated financial data for the
periods indicated, expressed as a percentage of total revenues.


<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED            NINE MONTHS ENDED
                                                      DECEMBER 31,                 DECEMBER 31,
                                                  ------------------            -------------------
                                                  2001          2000            2001           2000
                                                  ----          ----            ----           ----
<S>                                              <C>           <C>             <C>            <C>
Revenues:
  License revenues .....................           31%            52%            46%            54%
  Service revenues .....................           69             46             52             45
  Other revenues .......................           --              2              2              1
                                                -----          -----          -----          -----
    Total revenues .....................          100            100            100            100
Cost of revenues:
  License revenues .....................            4              5              4              6
  Service revenues .....................           45             61             52             68
  Other revenues .......................           --              2              1              2
                                                -----          -----          -----          -----
    Total cost of revenues .............           49             68             57             76
                                                -----          -----          -----          -----
Gross profit ...........................           51             32             43             24
Operating expenses:
  Research and development .............           44             70             51             84
  Sales and marketing ..................           80            138             94            164
  General and administrative ...........           27             43             29             51
  Stock-based compensation .............           15             25             17             32
                                                -----          -----          -----          -----
    Total operating expenses ...........          166            276            191            331
                                                -----          -----          -----          -----
Loss from operations ...................         (115)          (244)          (148)          (307)
Interest and other income, net .........            6             30              9             26
                                                -----          -----          -----          -----
Net loss ...............................         (109)%         (214)%         (139)%         (281)%
                                                =====          =====          =====          =====
</TABLE>


THREE AND NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000

        Total Revenues. Total revenues increased 47% to $4,788,000 for the three
months ended December 31, 2001 from $3,268,000 for the three months ended
December 31, 2000. This increase was due to an increase in service revenues, and
was offset by a decrease in license and other revenues. Total revenues increased
74% to $13,524,000 for the nine months ended December 31, 2001 from $7,778,000
for the nine months ended December 31, 2000. This increase was due to increases
in license, service and other revenues. International revenues decreased to
$799,000, or 17% of total revenues, for the three months ended December 31, 2001
from $1,230,000, or 38% of total revenues, for the three months ended December
31, 2000. International revenues increased in absolute dollars to $3,413,000, or
25% of total revenues, for the nine months ended December 31, 2001 from
$2,265,000, or 29% of total revenues, for the nine months ended December 31,
2000. Sales to one customer accounted for 30% of total revenues for the three
months ended December 31, 2001 and sales to two customers (one of whom is a
reseller of our products) accounted for 15% and 11%, respectively, of total
revenues for the nine months ended December 31, 2001. Sales to one customer, a
reseller of our products, accounted for 16% of total revenues for the three
months ended December 31, 2000 while no customer constituted more than 10% of
total revenues for the nine months ended December 31, 2000.

        License revenues decreased to $1,478,000 for the three months ended
December 31, 2001 from $1,709,000 for the three months ended December 31, 2000,
a decrease of $231,000. This decrease is the result of a lower deal closure rate
driven by the impact of weaker global economic conditions, particularly in
Europe, for the three months ended December 31, 2001. License revenues increased
to $6,292,000 for the nine months ended December 31, 2001 from $4,175,000 for
the nine months ended December 31, 2000, an increase of $2,117,000. This
increase is primarily due to the introduction of new products and greater
product deployments by our new and existing customers driven by the efforts of
our domestic and international sales and marketing operations during the first
six months of the nine months ended December 31, 2001. Recently, our largest
reseller announced that it will divest its



                                       17
<PAGE>

business segment in which our products are most complementary. As a result of
this divestiture or if we were to lose this customer or one of our other large
customers or if this customer or any other large customers were to delay or
default on obligations under their contracts with us, our operating results
could be significantly harmed.

        Service revenues increased to $3,290,000 for the three months ended
December 31, 2001 from $1,494,000 for the three months ended December 31, 2000,
an increase of $1,796,000. Service revenues increased to $7,000,000 for the nine
months ended December 31, 2001 from $3,515,000 for the nine months ended
December 31, 2000, an increase of $3,485,000. Service revenues for the three and
nine months ended December 31, 2001 include $216,000 and $648,000, respectively,
of warrant amortization recorded as contra-service revenues resulting from a
warrant issued to Major League Baseball Advanced Media L.P. ("MLBAM").
Approximately 8% and 24% of service revenues growth for the three and nine
months ended December 31, 2001, respectively, was due to an increase in revenues
from customers purchasing maintenance contracts, while the remainder of the
increase was due to the revenue growth of our application and professional
services offerings. The growth in application and professional services revenues
was primarily attributable to higher revenues from MLBAM, which accounted for
30% and 15% of total revenues during the three and nine months ended December
31, 2001, respectively. However, we do not expect revenues from MLBAM to be
significant during the remainder of our current or future fiscal years. We
successfully completed our application services contract with MLBAM and our
contract expires in February 2002. We could not mutually agree on terms with
MLBAM for a renewal of this contract.

        Other revenues decreased to $20,000 for the three months ended December
31, 2001 from $65,000 for the three months ended December 31, 2000, a decrease
of $45,000. Other revenues increased to $232,000 for the nine months ended
December 31, 2001 from $88,000 for the nine months ended December 31, 2000, an
increase of $144,000. Both the decrease and the increase between the three and
nine month periods were primarily attributable to the varying level of
engineering services performed pursuant to federal government research
contracts.

        Total Cost of Revenues. Total cost of revenues increased to $2,329,000,
or 49% of total revenues, for the three months ended December 31, 2001 from
$2,235,000, or 68% of total revenues, for the three months ended December 31,
2000. Total cost of revenues increased to $7,746,000, or 57% of total revenues,
for the nine months ended December 31, 2001 from $5,888,000, or 76% of total
revenues, for the nine months ended December 31, 2000. These increases in
absolute dollars were primarily a result of increases in the cost of service
revenues, particularly the cost of our application services in order to support
the expansion of this offering.

        Cost of license revenues increased to $202,000, or 14% of license
revenues, for the three months ended December 31, 2001 from $186,000, or 11% of
license revenues, for the three months ended December 31, 2000. This increase is
primarily the result of additional non-unit-based costs from our technology
partners whose technology is used in certain of our new or updated product
offerings. For the nine months ended December 31, 2001, cost of license revenues
increased to $534,000, or 8% of license revenues, from $498,000, or 12% of
license revenues, during the same period in the prior year. This increase in
absolute dollars was due to an increase in revenues from the volume of our
products that are subject to unit-based, rather than fixed, license royalty
obligations during the nine months ended December 31, 2001. However, the
decrease in cost of license revenues as a percentage of license revenues during
the nine months ended December 31, 2001 is attributable to certain
non-unit-based technology license royalty obligations that remained constant
during the nine month periods ended December 31, 2001 and 2000, thereby creating
greater economies of scale as our license revenues increased in comparison to
these fixed royalty costs.

        Cost of service revenues increased to $2,122,000, or 64% of service
revenues, for the three months ended December 31, 2001 from $1,989,000, or 133%
of service revenues, for the three months ended December 31, 2000. For the nine
months ended December 31, 2001, cost of service revenues were $7,059,000, or
101% of service revenues, versus $5,251,000, or 149% of service revenues, for
the nine months ended December 31, 2000. The majority of these increases in
absolute dollars were due to expenditures for the expansion of our application
services, in particular to support our largest application services customer
MLBAM during the nine months ended December 31, 2001. We expect the cost of our
services revenues to remain flat or decrease slightly in absolute dollars as a
result of fewer services to be provided to MLBAM in addition to concerted
cost-controlling efforts, offset by any charges related to redundant capital
equipment or infrastructure costs, as our management monitors our application
services offering as part of our on-going financial processes. We believe that
we will incur a charge related to certain redundant equipment and infrastructure
costs preliminarily estimated between approximately



                                       18
<PAGE>

$300,000 to $600,000 during the three months ending March 31, 2002 due to the
expiration of our contract with MLBAM. However, should our capacity and related
equipment and/or infrastructure costs exceed customer demand for the Company's
application services, we could incur additional charges and our gross margin on
our service revenues could again become negative.

        Cost of other revenues decreased to $5,000, or 25% of other revenues,
for the three months ended December 31, 2001 from $60,000, or 92% of other
revenues, for the three months ended December 31, 2000. This decrease was due to
a lower number of man-hours spent on engineering services for a government
agency. For the nine months ended December 31, 2001, cost of other revenues
increased to $153,000, or 66% of other revenues, from $139,000, or 158% of other
revenues, during the same period in the prior year. This increase in absolute
dollars was due to a higher number of man-hours spent on engineering services
for a government agency.

        Research and Development Expenses. Research and development expenses
consist primarily of personnel and related costs for our development efforts.
Research and development expenses decreased to $2,117,000, or 44% of total
revenues, for the three months ended December 31, 2001 from $2,284,000, or 70%
of total revenues, for the three months ended December 31, 2000. This decrease
was primarily attributable to a reduction in variable personnel costs and the
timing of certain project and product development costs. For the nine months
ended December 31, 2001, research and development expenses were $6,934,000, or
52% of total revenues, versus $6,548,000, or 84% of total revenues, for the nine
months ended December 31, 2000. This increase in absolute dollars was primarily
a result of higher development costs as additional products and product versions
were introduced. We expect research and development expenses to increase for the
foreseeable future as we believe that significant product development
expenditures are essential for us to maintain and enhance our market position.
To date, we have not capitalized any software development costs as they have
been insignificant after establishing technological feasibility.

        Sales and Marketing Expenses. Sales and marketing expenses consist of
personnel and related costs for our direct sales force, pre-sales support and
marketing staff, and marketing programs including trade shows and advertising.
Sales and marketing expenses decreased to $3,858,000, or 80% of total revenues,
for the three months ended December 31, 2001 from $4,504,000, or 138% of total
revenues, for the three months ended December 31, 2000. For the nine months
ended December 31, 2001, sales and marketing expenses decreased slightly to
$12,720,000, or 94% of total revenues, from $12,742,000, or 164% of total
revenues, for the nine months ended December 31, 2000. These decreases were
primarily the result of lower discretionary marketing spending for trade shows
and other marketing activities during the three and nine months ended December
31, 2001. We expect sales and marketing expenses to increase during the three
months ended March 31, 2002 due to a non-cash, stock-based compensation charge
for the cancellation of an employee's stock option from participation in our
voluntary stock option cancellation and re-grant program. However, all other
sales and marketing expenses are expected to remain relatively flat or increase
moderately for the foreseeable future as we attempt to limit overall expense
growth for the company and to focus our marketing activities in specific areas.

        General and Administrative Expenses. General and administrative expenses
consist primarily of personnel and related costs for general corporate
functions, including finance, accounting, legal, human resources, and costs of
our external audit firm and our outside legal counsel. General and
administrative expenses decreased to $1,284,000, or 27% of total revenues, for
the three months ended December 31, 2001 from $1,403,000, or 43% of total
revenues, for the three months ended December 31, 2000. This decrease was due
primarily to a reduction in variable personnel costs in the three months ended
December 31, 2001. General and administrative expenses in absolute dollars
remained consistent at $3,946,000 and $3,947,000, or 29% and 51% of total
revenues, respectively, for the nine months ended December 31, 2001 and 2000,
respectively. We expect general and administrative expenses to increase modestly
for the foreseeable future as we incur additional professional services costs,
such as legal and audit costs, to support our growth as a public company.

        Stock-Based Compensation Expense. Stock based compensation expense
represents the amortization of deferred compensation (calculated as the
difference between the exercise price of stock options granted to our employees
and the then deemed fair value of our common stock) for stock options granted to
our employees. We recognized stock-based compensation expense of $719,000 and
$817,000 for the three months ended December 31, 2001 and 2000, respectively.
For the nine months ended December 31, 2001, we recognized stock-based
compensation expense of $2,257,000 as compared to $2,509,000 for the nine months
ended December 31, 2000. Our stock-based



                                       19
<PAGE>

compensation expense will increase significantly during the three months ending
March 31, 2002 due to a charge relating to the cancellation of employee stock
options resulting from participation in a voluntary stock option cancellation
and re-grant program for our employees. Effective April 1, 2002, we expect that
stock-based compensation expense will decrease due to these aforementioned
cancellations.

        Interest and Other Income. Interest and other income includes interest
income from cash, cash equivalents and short-term investments. Interest and
other income decreased to $315,000 and $971,000 for the three and nine months
ended December 31, 2001, respectively, from $1,295,000 and $2,010,000 for the
three and nine months ended December 31, 2000. These decreases were a result of
lower interest rates and lower average cash balances.

        Provision for Income Taxes. We have not recorded a provision for federal
and state or foreign income taxes for the three and nine months ended December
31, 2001 or 2000 because we have experienced net losses since inception, which
have resulted in deferred tax assets. We have recorded a valuation allowance for
the entire deferred tax asset as a result of uncertainties regarding the
realization of the asset balance through future taxable profits.

LIQUIDITY AND CAPITAL RESOURCES

        As of December 31, 2001, we had cash, cash equivalents and short-term
investments of $35,110,000, a decrease of $13,021,000 from March 31, 2001 and
our working capital, defined as current assets less current liabilities, was
$28,307,000, a decrease of $12,281,000 in working capital from March 31, 2001.
The decrease in our working capital is primarily attributable to cash used in
operating activities.

        Our operating activities resulted in net cash outflows of $13,429,000
and $12,694,000 for the nine months ended December 31, 2001 and 2000,
respectively. The cash used in these periods was primarily attributable to net
losses of $18,784,000 and $21,846,000 in the nine months ended December 31, 2001
and 2000, respectively, offset by depreciation, losses on disposals of assets
and non-cash, stock-based charges.

        Investing activities resulted in net cash outflows of $32,000 and
$39,110,000 for the nine months ended December 31, 2001 and 2000, respectively.
These outflows were primarily for the purchase of computer hardware and software
offset by sales/maturities of short-term investments (net of purchases) for the
nine months ended December 31, 2001 and for the purchases of computer hardware
and software and furniture and fixtures and short-term investments for the nine
months ended December 31, 2000. We expect that we will continue to use cash
resources for capital expenditure purposes for the foreseeable future as we
expand our operations and replace older equipment with newer models.

        Financing activities provided net cash inflows of $769,000 and
$61,175,000 during the nine months ended December 31, 2001 and 2000,
respectively. These inflows were primarily from the proceeds from our employee
stock purchase plan during the nine months ended December 31, 2001 and from
sales of our preferred and common stock (including our initial public offering
in fiscal 2001) for the nine months ended December 31, 2000.

        We anticipate that our current cash, cash equivalents and short-term
investments will be sufficient to meet our anticipated cash needs for working
capital and capital expenditures for at least the next 12 months. However, we
may need to raise additional funds in future periods through public or private
financings, or other sources, to fund our operations and potential acquisitions,
if any, until we achieve profitability, if ever. We may not be able to obtain
adequate or favorable financing when necessary to fund our business. Failure to
raise capital when needed would harm our business. If we raise additional funds
through the issuance of equity securities, the percentage of ownership of our
stockholders would be reduced. Furthermore, these equity securities might have
rights, preferences or privileges senior to our common stock.



                                       20
<PAGE>

RISK FACTORS

        The occurrence of any of the following risks could materially and
adversely affect our business, financial condition and operating results. In
this case, the trading price of our common stock could decline and you might
lose all or part of your investment.

                          RISKS RELATED TO OUR BUSINESS

OUR REVENUE, COST OF SALES, AND EXPENSE FORECASTS WERE ONLY RECENTLY INTRODUCED
TO THE PUBLIC AND THERE ARE A NUMBER OF RISKS THAT MAKE IT DIFFICULT FOR US TO
FORESEE OR ACCURATELY EVALUATE FACTORS THAT MAY IMPACT SUCH FORECASTS.

        We have limited visibility into future demand, and our limited operating
history makes it difficult for us to foresee or accurately evaluate factors that
may impact such future demand. Visibility over potential sales is typically
limited to the current quarter. In order to provide a revenue forecast for the
current quarter, we must make assumptions about conversion of these potential
sales into current quarter revenues. Such assumptions may be materially
incorrect due to competition for the customer order including pricing pressures,
sales execution issues, customer selection criteria or length of the customer
selection cycle, the failure of sales contracts to meet our revenue recognition
criteria, our inability to hire and retain qualified personnel, our inability to
develop new markets in Europe, Latin America or Asia, and other factors that may
be beyond our control. In addition, we are reliant on third party resellers for
a significant portion of our license revenues, and we have limited visibility
into the status of orders from such third parties.

        For quarters beyond the current quarter, we have very limited visibility
into potential sales opportunities, and thus we have a lower confidence level in
any revenue forecast or forward-looking guidance if provided at all. In
developing a revenue forecast for such quarters, we assess any customer
indications about future demand, general industry trends, marketing lead
development activities, productivity goals for the sales force and expected
growth in sales personnel, and any demand for products that we may have.

        Our cost of sales and expense forecasts are based upon our budgets and
spending forecasts for each area of the Company. Circumstances we may not
foresee could increase cost and expense levels beyond the levels forecasted.
Such circumstances may include competitive threats in our markets which we may
need to address with additional sales and marketing expenses, legal claims,
employee turnover, additional royalty expenses should we lose a source of
current technology, losses of key management personnel, unknown defects in our
products, and other factors we cannot foresee.

BECAUSE WE HAVE ONLY RECENTLY INTRODUCED OUR VIDEO SOFTWARE PRODUCTS,
APPLICATION SERVICES AND PROFESSIONAL SERVICES WE FACE A NUMBER OF RISKS WHICH
MAY SERIOUSLY HARM OUR BUSINESS.

        We incorporated in April 1994 and to date we have generated only limited
revenues. We introduced our first video software products in December 1997, our
application services in May 1999 and our professional services in March 2001.
Because we have a limited operating history with our video software products,
application services and professional services and because our revenue sources
may continue to shift as our business develops, you must consider the risks and
difficulties that we may encounter when making your investment decision. These
risks include our ability to:

        -       expand our customer base;

        -       increase penetration into key customer accounts;

        -       maintain our pricing structure;

        -       develop new products and services; and

        -       adapt our products and services to meet changes in the Internet
                video infrastructure marketplace.

        If we do not successfully address these risks, our business will be
seriously harmed.



                                       21
<PAGE>

OUR BUSINESS MODEL IS UNPROVEN AND MAY FAIL.

        We do not know whether our business model and strategy will be
successful. Our business model is based on the premise that content providers
will use our licensed products and application and professional services to
catalog, manage, and distribute their video content over the Internet and
intranets. Our potential customers may elect to rely on their internal resources
or on lower priced products and services that do not offer the full range of
functionality offered by our products and services. If the assumptions
underlying our business model are not valid or if we are unable to implement our
business plan, our business will suffer.

WE HAVE NOT BEEN PROFITABLE AND IF WE DO NOT ACHIEVE PROFITABILITY, OUR BUSINESS
MAY FAIL.

        We have experienced operating losses in each quarterly and annual period
since we were formed and we expect to incur significant losses in the future. As
of December 31, 2001, we had an accumulated deficit of $79,958,000. We may incur
increasing research and development, sales and marketing and general and
administrative expenses. Accordingly, our failure to increase our revenues
significantly or improve our gross margins will harm our business. In addition,
our cash, cash equivalent and short-term investment resources (collectively,
"cash resources") totaled $35,110,000 as of December 31, 2001 and we used
$13,429,000 in our operating activities during the nine months ended December
31, 2001. We anticipate that our operating activities will use additional cash
resources for at least the next 12 months. This may leave us with a deteriorated
cash position in comparison to our cash position as of December 31, 2001 and
this may affect our ability to transact future strategic operating and investing
activities in a timely manner, which may harm our business and cause our stock
price to fall. Even if we should achieve profitability, we may not be able to
sustain or increase profitability on a quarterly or annual basis in the future.
If our revenues grow more slowly than we anticipate, if our gross margins do not
improve, or if our operating expenses exceed our expectations, our operating
results will suffer and our stock price may fall.

OUR QUARTERLY OPERATING RESULTS ARE VOLATILE AND DIFFICULT TO PREDICT. IF WE
FAIL TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS OR INVESTORS, THE MARKET
PRICE OF OUR COMMON STOCK MAY DECREASE SIGNIFICANTLY.

        Our quarterly operating results have varied significantly in the past
and are likely to vary significantly in the future. We believe that
period-to-period comparisons of our results of operations are not meaningful and
should not be relied upon as indicators of future performance. If securities
analysts follow our stock, our operating results will likely fall below their
expectations in some future quarter or quarters. Our failure to meet these
expectations would likely cause the market price of our common stock to decline.

        Our quarterly revenues depend on a number of factors, many of which are
beyond our control and which makes it difficult for us to predict our revenues
going forward. Our operating expenses may increase and if our revenues and gross
margins do not increase, our business could be seriously harmed. Our operating
expenses may increase from expanding our sales and marketing operations, funding
greater levels of research and development, expanding our application and
professional services and developing our internal organization. Many of these
expenditures are planned or committed in advance in anticipation of future
revenues, and if our revenues in a particular quarter are lower than we
anticipate, we may be unable to reduce spending in that quarter. As a result,
any shortfall in revenues or a failure to improve gross margins would likely
hurt our quarterly operating results.

OUR REVENUES MAY BE HARMED IF GENERAL ECONOMIC CONDITIONS DO NOT IMPROVE.

        Our revenues are dependent on the health of the economy and the growth
of our customers and potential future customers. If the economy remains
stagnant, our customers may continue to delay or reduce their spending on our
software and service solutions. When economic conditions weaken, sales cycles
for sales of software products and related services tend to lengthen and
companies' information technology budgets tend to be reduced. If that continues
to happen, our revenues could suffer and our stock price may decline. Further,
if U.S. or global economic conditions worsen, we may experience a material
adverse impact on our business, operating results, and financial condition.



                                       22
<PAGE>

OUR SERVICE REVENUES HAVE A SUBSTANTIALLY LOWER MARGIN THAN OUR LICENSE
REVENUES, AND AN INCREASE IN SERVICE REVENUES RELATIVE TO LICENSE REVENUES COULD
HARM OUR GROSS MARGINS.

        Our service revenues, which includes fees for our application services
as well as professional services such as consulting, implementation, maintenance
and training, were 52% of our total revenues for the nine months ended December
31, 2001 and 45% of our total revenues for the nine months ended December 31,
2000. Our service revenues have substantially lower gross margins than our
license revenues. Our cost of service revenues for the nine months ended
December 31, 2001 and 2000 were 101% and 149%, respectively, of our service
revenues. An increase in the percentage of total revenues represented by service
revenues could adversely affect our overall gross margins.

        Service revenues as a percentage of total revenues and cost of service
revenues as a percentage of total revenues have varied significantly from
quarter to quarter due to our relatively early stage of development.
Historically, the relative amount of service revenues as compared to license
revenues has varied based on customer demand for our application services
revenues. However, we anticipate an increase in the percentage of license
customers requesting professional services as a result of our introduction of
professional services in the fourth quarter of fiscal 2001, which will also
impact the relative amount of service revenues as compared to license revenues.
We expect that the amount and profitability of our professional services will
depend in large part on:

        -       the software solution that has been licensed;

        -       the complexity of the customers' information technology
                environments;

        -       the resources directed by customers to their implementation
                projects;

        -       the size and complexity of customer implementations; and

        -       the extent to which outside consulting organizations provide
                services directly to customers.

IF OUR INTERNAL PROFESSIONAL SERVICES ORGANIZATION DOES NOT PROVIDE
IMPLEMENTATION SERVICES EFFECTIVELY AND ACCORDING TO SCHEDULE, OUR REVENUES AND
PROFITABILITY WOULD BE HARMED.

        Customers that license our products may require consulting,
implementation, maintenance and training services and obtain them from our
internal professional services, customer support and training organizations.
When we provide these services, we may be required to recognize revenue from the
licensing of our software products as the implementation services are performed.
If our internal professional services organization does not effectively
implement and support our products or if we are unable to expand our internal
professional services organization as needed to meet our customers' needs, our
ability to sell software, and accordingly our revenues, will be harmed.

THE FAILURE OF ANY SIGNIFICANT FUTURE CONTRACTS TO MEET OUR POLICIES FOR
RECOGNIZING REVENUE MAY PREVENT US FROM ACHIEVING OUR REVENUE OBJECTIVES FOR A
QUARTER OR A FISCAL YEAR, WHICH WOULD HURT OUR OPERATING RESULTS.

        Our sales contracts are typically based upon standard agreements that
meet our revenue recognition policies. However, our future sales may include
site licenses, consulting services or other transactions with customers who may
negotiate special terms and conditions that are not part of our standard sales
contracts. In addition, customers may delay payments to us, which may require us
to account for those customers' revenues on a cash basis, rather than accrual
basis, of accounting. If these special terms and conditions cause sales under
these contracts to not qualify under our revenue recognition policies, we would
defer revenues to future periods, which may hurt our reported operating results
and cause our stock price to fall.



                                       23
<PAGE>

        For example, although the Company's mix of license and service revenues
generally varies from quarter to quarter based upon the timing of license
shipments and other factors, our service revenues decrease during the three
months ended September 30, 2001 is primarily attributable to significantly
reduced revenues from Major League Baseball Advanced Media L.P. ("MLBAM"), which
accounted for approximately 16% of our total revenues in the quarter ended June
30, 2001 and less than 5% of our total revenues in the quarter ended September
30, 2001 (less than 10% of our total revenues during the six months ended
September 30, 2001). We did not receive certain payments from MLBAM that were
due to us during the three months ended September 30, 2001 and we determined
that we were unable to recognize the related revenues for these outstanding
payments until the period in which the payments were received. We received
significant payments from MLBAM for certain invoices during the three months
ended December 31, 2001, and these payments accounted for 30% of our total
revenues during the quarter. However, even after considering these payments, we
still have unpaid invoices with MLBAM (none of which relate to any revenues
recognized through December 31, 2001). We will recognize these unpaid invoices
as revenues in the period in which we receive payment from MLBAM, if ever.

THE LENGTH OF OUR SALES AND DEPLOYMENT CYCLE IS UNCERTAIN, WHICH MAY CAUSE OUR
REVENUES AND OPERATING RESULTS TO VARY SIGNIFICANTLY FROM QUARTER TO QUARTER.

        During our sales cycle, we spend considerable time and expense providing
information to prospective customers about the use and benefits of our products
and services without generating corresponding revenues. Our expense levels are
relatively fixed in the short-term and based in part on our expectations of
future revenues. Therefore, any delay in our sales cycle could cause significant
variations in our operating results, particularly because a relatively small
number of customer orders represent a large portion of our revenues.

        Some of our largest sources of revenues are government entities and
large corporations that often require long testing and approval processes before
making a decision to license our products. In general, the process of entering
into a licensing arrangement with a potential customer may involve lengthy
negotiations. As a result, our sales cycle has been and may continue to be
unpredictable. In the past, our sales cycle has ranged from one to 12 months.
Our sales cycle is also subject to delays as a result of customer-specific
factors over which we have little or no control, including budgetary constraints
and internal approval procedures. In addition, because our technology must often
be integrated with the products and services of other vendors, there may be a
significant delay between the use of our software and services in a pilot system
and our customers' volume deployment of our products and services.

IF OUR CUSTOMERS FAIL TO GENERATE TRAFFIC ON THE VIDEO-RELATED SECTIONS OF THEIR
INTERNET SITES, OUR RECURRING REVENUES MAY DECREASE, WHICH MAY ADVERSELY AFFECT
OUR BUSINESS AND FINANCIAL RESULTS.

        Our ability to achieve recurring revenues from our application services
is largely dependent upon the success of our customers in generating traffic on
the video-related sections of their Internet sites. Generally, we generate
recurring revenue from our application services whenever our customers add more
hours of video to an existing project. If our customers do not attract and
maintain traffic on video-related sections of their sites, video queries may
decrease and customers may decide not to add more hours of video to existing
projects. This result would cause revenues from our application services to
decrease, which will prevent us from growing our business.

IF WE FAIL TO INCREASE THE SIZE OF OUR CUSTOMER BASE OR INCREASE OUR REVENUES
WITH OUR EXISTING CUSTOMERS, OUR BUSINESS WILL SUFFER.

        Increasing the size of our customer base and increasing the revenues we
generate from our customer base are critical to the success of our business. To
expand our customer base and the revenues we generate from our customers, we
must:

        -       generate additional revenues from different organizations within
                our customers;

        -       conduct effective marketing and sales programs to acquire new
                customers; and

        -       establish and maintain distribution relationships with value
                added resellers and system integrators.

        Our failure to achieve one or more of these objectives will hurt our
business.



                                       24
<PAGE>

THE PRICES WE CHARGE FOR OUR PRODUCTS AND SERVICES MAY DECREASE, WHICH WOULD
REDUCE OUR REVENUES AND HARM OUR BUSINESS.

        The prices we charge for our products and services may decrease as a
result of competitive pricing pressures, promotional programs and customers who
negotiate price reductions. For example, some of our competitors have provided
their services without charge in order to gain market share or new customers and
key accounts. The prices at which we sell and license our products and services
to our customers depend on many factors, including:

-       purchase volumes;

-       competitive pricing;

-       the specific requirements of the order;

-       the duration of the licensing arrangement; and

-       the level of sales and service support.

        If we are unable to sell our products or services at acceptable prices
relative to our costs, or if we fail to develop and introduce on a timely basis
new products and services from which we can derive additional revenues, our
financial results will suffer.

WE RELY ON, AND EXPECT TO CONTINUE TO RELY ON, A LIMITED NUMBER OF CUSTOMERS FOR
A SIGNIFICANT PORTION OF OUR REVENUES AND IF ANY OF THESE CUSTOMERS STOPS
LICENSING OUR SOFTWARE OR PURCHASING OUR SERVICES, OUR OPERATING RESULTS WILL
SUFFER.

        Historically, a limited number of customers has accounted for a
significant portion of our revenues. For example, our two largest customers (one
is a reseller of our software products) accounted for 26% of our total revenues
for the nine months ended December 31, 2001. In February 2002, we successfully
completed an application services contract with MLBAM (who accounted for 30% and
15% of our total revenues during the three and nine months ended December 31,
2001, respectively) and the contract expires. We could not mutually agree on
terms for a renewal of this contract. In addition, our largest reseller recently
announced that it will divest its business segment in which our products are
most complementary. As a result of the aforementioned events impacting those
customers, our operating results could be significantly harmed. In addition,
losing one of our other large customers or if these customers or any other large
customers were to delay or default on obligations under their contracts with us,
our operating results could be significantly harmed.

        We anticipate that our operating results in any given period will
continue to depend to a significant extent upon revenues from a small number of
customers. We cannot be certain that we will retain our current customers or
that we will be able to recruit additional or replacement customers. If we were
to lose one or more customers, our operating results could be significantly
harmed.



                                       25
<PAGE>

ANY FAILURE OF OUR NETWORK COULD LEAD TO SIGNIFICANT DISRUPTIONS IN OUR
APPLICATION SERVICES BUSINESS THAT COULD DAMAGE OUR REPUTATION, REDUCE OUR
REVENUES OR OTHERWISE HARM OUR BUSINESS.

        Our application services business is dependent upon providing our
customers with fast, efficient and reliable services. To meet our customers'
requirements, we must protect our network against damage from, among other
things:

        -       human error;

        -       physical or electronic security breaches;

        -       computer viruses;

        -       fire, earthquake, flood and other natural disasters;

        -       power loss;

        -       telecommunications failure; and

        -       sabotage and vandalism.

        Our failure to protect our network against damage from any of these
events will hurt our business.

WE DEPEND ON OUTSIDE THIRD PARTIES TO MAINTAIN OUR COMMUNICATIONS HARDWARE AND
PERFORM MOST OF OUR COMPUTER HARDWARE OPERATIONS AND IF THESE THIRD PARTIES'
HARDWARE AND OPERATIONS FAIL, OUR REPUTATION AND BUSINESS WILL SUFFER.

        We have communications hardware and computer hardware operations located
at Exodus Communications' facility in Santa Clara, California, at AboveNet
Communications' facility in New York City, and at Phoenix Communications in New
Jersey. We do not have complete backup systems for these operations. A problem
with, or failure of, our communications hardware or operations could result in
interruptions or increases in response times on the Internet sites of our
customers. Furthermore, if these third party partners fail to adequately
maintain or operate our communications hardware or do not perform our computer
hardware operations adequately, our services to our customers may not be
available. We have experienced system failures in the past. Other outages or
system failures may occur. Any disruptions could damage our reputation, reduce
our revenues or otherwise harm our business. Our insurance policies may not
adequately compensate us for any losses that may occur due to any failures or
interruptions in our systems.

POWER OUTAGES IN CALIFORNIA COULD ADVERSELY AFFECT US.

        We have significant operations in the state of California and are
dependent on a continuous power supply. California has had energy crises in the
past that resulted in rolling blackouts throughout the state. These rolling
blackouts could have substantially disrupted our operations and increased our
expenses. California may implement future rolling blackouts should the state
find itself in a similar future energy predicament. Although state lawmakers are
working to minimize future impact, if blackouts interrupt our power supply, we
may be temporarily unable to continue operations at our California facilities.
Any such interruption in our ability to continue operation at our facilities
could delay the development of our products and services and disrupt
communications with our customers or other third parties on which we rely, such
as web hosting service providers. Future interruptions could damage our
reputation and could result in lost revenue, either of which could substantially
harm our business and results of operations. Furthermore, there have been, in
the past, shortages in wholesale electricity supplies and this has caused power
prices to increase. If energy prices should increase again in the future, our
operating expenses will likely increase which could have a negative effect on
our operating results, which in turn may cause our stock price to fall.



                                       26
<PAGE>

IF WE ARE UNABLE TO PERFORM OR SCALE OUR CAPACITY SUFFICIENTLY SHOULD DEMAND FOR
OUR SERVICES INCREASE, WE MAY LOSE CUSTOMERS WHICH WOULD BE DETRIMENTAL TO OUR
BUSINESS.

        We cannot be certain that if we increase our customers we will be able
to correspondingly increase our personnel and to perform our application
services at satisfactory levels. For example, our application services may need
to accommodate an increasing volume of traffic. If we are not able to expand our
internal operations to accommodate such an increase in traffic, our customers'
Internet sites may in the future experience slower response times or outages. If
we cannot adequately handle a significant increase in customers or customers'
traffic, we may lose customers or fail to gain new ones, which may reduce our
revenues and harm our business.

IF WE DO NOT SUCCESSFULLY DEVELOP NEW PRODUCTS AND SERVICES TO RESPOND TO RAPID
MARKET CHANGES DUE TO CHANGING TECHNOLOGY AND EVOLVING INDUSTRY STANDARDS, OUR
BUSINESS WILL BE HARMED.

        The market for our products and services is characterized by rapidly
changing technology, evolving industry standards, frequent new product and
service introductions and changes in customer demands. The recent growth of
video on the Internet and intense competition in our industry exacerbate these
market characteristics. Our future success will depend to a substantial degree
on our ability to offer products and services that incorporate leading
technology, and respond to technological advances and emerging industry
standards and practices on a timely and cost-effective basis. To succeed, we
must anticipate and adapt to customer requirements in an effective and timely
manner, and offer products and services that meet customer demands. If we fail
to do so, our products and services will not achieve widespread market
acceptance, and we may not generate significant revenues to offset our
development costs, which will hurt our business.

        The development of new or enhanced products and services is a complex
and uncertain process that requires the accurate anticipation of technological
and market trends. We may experience design, manufacturing, marketing and other
technological difficulties that could delay our ability to respond to
technological changes, evolving industry standards, competitive developments or
customer requirements. You should additionally be aware that:

        -       our technology or systems may become obsolete upon the
                introduction of alternative technologies, such as products that
                better manage and search video content;

        -       we could incur substantial costs if we need to modify our
                products and services to respond to these alternative
                technologies;

        -       we may not have sufficient resources to develop or acquire new
                technologies or to introduce new products or services capable of
                competing with future technologies; and

        -       when introducing new or enhanced products or services, we may be
                unable to manage effectively the transition from older products
                and services and ensure that we can deliver products and
                services to meet anticipated customer demand.



                                       27
<PAGE>

WE DEPEND ON TECHNOLOGY LICENSED TO US BY THIRD PARTIES, AND THE LOSS OF OR OUR
INABILITY TO MAINTAIN THESE LICENSES COULD RESULT IN INCREASED COSTS OR DELAY
SALES OF OUR PRODUCTS.

        We license technology from third parties, including software that is
integrated with internally developed software and used in our products to
perform key functions. We anticipate that we will continue to license technology
from third parties in the future. This software may not continue to be available
on commercially reasonable terms, if at all. Although we do not believe that we
are substantially dependent on any licensed technology, some of the software we
license from third parties could be difficult for us to replace. The loss of any
of these technology licenses could result in delays in the licensing of our
products until equivalent technology, if available, is developed or identified,
licensed and integrated. The use of additional third-party software would
require us to negotiate license agreements with other parties, which could
result in higher royalty payments and a loss of product differentiation. In
addition, the effective implementation of our products depends upon the
successful operation of third-party licensed products in conjunction with our
products, and therefore any undetected errors in these licensed products could
prevent the implementation or impair the functionality of our products, delay
new product introductions and/or damage our reputation.

IF WE ARE UNABLE TO RETAIN OUR KEY PERSONNEL, OUR BUSINESS MAY BE HARMED.

        Our future success depends to a significant extent on the continued
services of our senior management and other key personnel, and particularly Paul
Lego, our Chief Executive Officer. The loss of either this individual or other
key employees would likely have an adverse effect on our business. We do not
have employment agreements with most of our senior management team. If one or
more of our senior management team were to resign, the loss could result in loss
of sales, delays in new product development and diversion of management
resources.

THE CURRENT WORLDWIDE SOCIO-POLITICAL ENVIRONMENT IS UNSTABLE AND SHOULD A MAJOR
CATASTROPHE OCCUR, OUR BUSINESS MAY BE HARMED.

        The worldwide socio-political environment has changed dramatically since
September 11, 2001. Our customers, potential customers and vendors are located
worldwide and generally within major international metropolitan areas. For
example, we have a number of customers located in and around New York City and
their operations have been disrupted in many cases by the events of September
11, 2001. Should a major catastrophe occur within the vicinity of any of our
customers' and/or potential customers' and/or vendors' operations, our
operations may be adversely impacted and our business may be harmed.

        In addition, the significant majority of our operations are conducted at
offices within a 60-mile radius of the major metropolitan cities of San
Francisco, New York City, Boston, London and Munich. We conduct our business in
leased space that is shared with other tenants and that contain ventilation
systems and postal operations. Our business also requires that certain
personnel, including our officers, travel in order to perform their jobs
appropriately. Should a major catastrophe occur nationally, internationally or
in specific cities where we conduct our operations our business could be harmed.
In addition, should a catastrophe occur related to any of our employees, our
business may be harmed.



                                       28
<PAGE>


OUR COMMON STOCK PRICE HAS DECLINED IN VALUE BELOW THE EXERCISE PRICE OF MANY
EMPLOYEE STOCK OPTIONS AND, AS A RESULT, WE MAY EXPERIENCE DIFFICULTIES
RETAINING EMPLOYEES.

        Our common stock price has recently declined in value below the exercise
price of many stock options granted to employees pursuant to our stock option
plans. Thus, the intended benefit of the stock option, the creation of
performance and retention incentives, may not be realized. As a result, we may
lose employees whom we would prefer to retain which would harm our business. We
may be required to create additional performance and retention incentives in
order to retain these employees including the granting of additional stock
options to these employees at current prices or issuing incentive cash bonuses.
Such incentives may either dilute our existing stockholder base or result in
unforeseen operating expenses, which may cause our stock price to fall. For
example, in February 2002, a number of our employees cancelled existing stock
options that had exercise prices that were significantly higher than what our
common stock price currently is. These employees will receive new options in
August 2002 at exercise prices equivalent to our common stock price at that
date. This may cause dilution to our existing stockholder base, which may cause
our stock price to fall. Additionally, the exercise price of the new option
could potentially be higher than the price of the cancelled options, which would
render the options less effective as an incentive for employees.

BECAUSE COMPETITION FOR QUALIFIED PERSONNEL IS INTENSE, WE MAY NOT BE ABLE TO
RECRUIT OR RETAIN PERSONNEL, WHICH COULD IMPACT THE DEVELOPMENT AND ACCEPTANCE
OF OUR PRODUCTS AND SERVICES.

        We expect that we will need to hire personnel in certain functional
areas in the foreseeable future. Competition for personnel throughout our
industry is intense. We may be unable to attract or assimilate other highly
qualified employees in the future. We have in the past experienced, and we
expect to continue to experience, difficulty in hiring highly skilled employees
with appropriate qualifications. In addition, new hires frequently require
extensive training before they achieve desired levels of productivity. Some
members of our existing management team have been employed at Virage for less
than one year. We may fail to attract and retain qualified personnel, which
could have a negative impact on our business.

FAILURE TO PROPERLY MANAGE OUR POTENTIAL GROWTH WOULD BE DETRIMENTAL TO OUR
BUSINESS.

        Any growth in our operations will place a significant strain on our
resources. As part of this growth, we will have to implement new operational and
financial systems, procedures and controls to expand, train and manage our
employee base and to maintain close coordination among our technical,
accounting, finance, marketing, sales and editorial staffs. We will also need to
continue to attract, retain and integrate personnel in all aspects of our
operations. To the extent we acquire other businesses, we will also need to
integrate and assimilate new operations, technologies and personnel. Failure to
manage our growth effectively could hurt our business.

WE HAVE LEASES FOR OUR FACILITIES THAT EXPIRE ON VARIOUS DATES THROUGH 2006 THAT
WE MAY NOT BE ABLE TO FULLY UTILIZE AND THIS MAY CAUSE US TO INCUR LARGE,
ONE-TIME CHARGES FOR EXCESS CAPACITY.

        Our principal administrative, research and development, sales, services
and marketing activities are conducted on two leased properties in San Mateo,
California: the first property consists of 21,000 square feet and expires in May
2002 and the second property consists of 48,000 square feet and expires in
September 2006. In addition, we lease a property in New York City for services
and sales under a lease that expires in March 2005, a property near Boston,
Massachusetts where we perform research and development under a lease that
expires in June 2003 and a property near London, England where we perform sales,
services, marketing and administrative activities and that expires in February
2002.



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<PAGE>


        During the nine months ended December 31, 2001, we were able to sublease
our excess capacity at our facilities and received rental payments from these
tenants. One of our sublease tenants did not renew their sublease agreement and
our other sublease tenant's agreement will expire during the Company's current
fiscal year ended March 31, 2002. We may not be successful in renewing its
arrangements with its current sublease tenants or finding new sublease tenants
at a price that is equivalent to our cost under our lease obligation. If this
should occur, we would be required to record a one-time charge at the end of the
sublease agreement for a portion of the rental payments that we owe to our
landlord relating to any excess capacity that exists at our facilities. Such a
charge will harm our operating results and may cause our stock price to fall.

IF DEMAND FOR OUR APPLICATION SERVICES DECREASES, WE MAY NOT BE ABLE TO FULLY
UTILIZE OUR CAPACITY AND THIS MAY CAUSE US TO INCUR LARGE CHARGES FOR EXCESS
CAPACITY.

        Our application services use significant capital equipment resources
that have been purchased to support our current customer requirements. Our
application services are new and unproven and revenues and related expenses are
difficult to forecast. Customers typically engage in contracts for our
application services for a period of six to twelve months and while some
customers renew their contracts, none have any obligation to do so. During the
three months ended December 31, 2001, we recorded a $263,000 loss on the
disposal of certain assets that can no longer be used as part of our application
services offering. In addition, we completed our application services contract
with MLBAM and our contract expires in February 2002. We could not mutually
agree on terms with MLBAM for a renewal of this contract and we assessed in
February 2002 that we have redundant capital equipment that can no longer be
used as part of our current application services operations. We preliminarily
estimate that we will likely incur a charge related to this redundant equipment
between approximately $300,000 and $600,000 during the three months ending March
31, 2002. We monitor our application services offering as part of our on-going
financial processes and we may be required to incur additional charges should
our capacity and related capital equipment and infrastructure costs exceed
customer demand for our application services.

DEFECTS IN OUR SOFTWARE PRODUCTS COULD DIMINISH DEMAND FOR OUR PRODUCTS, WHICH
MAY CAUSE OUR STOCK PRICE TO FALL.

        Our software products are complex and may contain errors that may be
detected at any point in the life of the product. We cannot assure you that,
despite testing by us and our current and potential customers, errors will not
be found in new products or releases after shipment, resulting in loss of
revenues, delay in market acceptance and sales, diversion of development
resources, injury to our reputation or increased service and warranty costs. If
any of these were to occur, our business would be adversely affected and our
stock price could fall.

        Because our products are generally used in systems with other vendors'
products, they must integrate successfully with these existing systems. System
errors, whether caused by our products or those of another vendor, could
adversely affect the market acceptance of our products, and any necessary
revisions could cause us to incur significant expenses.

WE COULD BE SUBJECT TO LIABILITY CLAIMS AND NEGATIVE PUBLICITY IF OUR CUSTOMERS'
SYSTEMS, INFORMATION OR VIDEO CONTENT IS DAMAGED THROUGH THE USE OF OUR PRODUCTS
OR OUR APPLICATION SERVICES.

        If our customers' systems, information or video content is damaged by
software errors, product design defects or use of our application services, our
business may be harmed. In addition, these errors or defects may cause severe
customer service and public relations problems. Errors, bugs, viruses or
misimplementation of our products or services may cause liability claims and
negative publicity ultimately resulting in the loss of market acceptance of our
products and services. Our agreements with customers that attempt to limit our
exposure to liability claims may not be enforceable in jurisdictions where we
operate.



                                       30
<PAGE>

OTHERS MAY BRING INFRINGEMENT OR OTHER CLAIMS AGAINST US WHICH COULD BE TIME
CONSUMING AND EXPENSIVE FOR US TO DEFEND.

        Other companies, including our competitors, may obtain patents or other
proprietary rights that would prevent, limit or interfere with our ability to
conduct our business. These companies could assert, and it may be found, that
our technologies infringe their proprietary rights. We could incur substantial
costs to defend any litigation, and intellectual property litigation could force
us to do one or more of the following:

        -       cease using key aspects of our technology that incorporate the
                challenged intellectual property;

        -       obtain a license from the holder of the infringed intellectual
                property right; and

        -       redesign some or all of our products.

        From time to time, we have received notices claiming that our technology
infringes patents held by third parties. In the event any such a claim is
successful and we are unable to license the infringed technology on commercially
reasonable terms, our business and operating results would be significantly
harmed.

        In addition, from time to time, we may become involved in litigation
claims arising from our ordinary course of business. We believe that there are
no claims or actions pending or threatened against us, the ultimate disposition
of which would have a material adverse effect on us. However, we could incur
substantial costs to defend any litigation, which could harm our operations.

IF THE PROTECTION OF OUR INTELLECTUAL PROPERTY IS INADEQUATE, OUR COMPETITORS
MAY GAIN ACCESS TO OUR TECHNOLOGY, AND WE MAY LOSE CUSTOMERS.

        We depend on our ability to develop and maintain the proprietary aspects
of our technology. We seek to protect our software, documentation and other
written materials under trade secret and copyright laws, which afford only
limited protection. Our proprietary rights may not prove viable or of value in
the future since the validity, enforceability and type of protection of
proprietary rights in Internet related industries are uncertain and still
evolving.

        Unauthorized parties may attempt to copy aspects of our products or to
obtain and use information that we regard as proprietary. Policing unauthorized
use of our products is difficult, and while we are unable to determine the
extent to which piracy of our software or code exists, software piracy can be
expected to be a persistent problem. We license our proprietary rights to third
parties, and these licensees may not abide by our compliance and quality control
guidelines or they may take actions that would materially adversely affect us.
In addition, the laws of some foreign countries do not protect our proprietary
rights to as great an extent as do the laws of the United States, and effective
patent, copyright, trademark and trade secret protection may not be available in
these foreign jurisdictions. To date, we have not sought patent protection of
our proprietary rights in any foreign jurisdiction. Our efforts to protect our
intellectual property rights through patent, copyright, trademark and trade
secret laws may not be effective to prevent misappropriation of our technology,
or may not prevent the development and design by others of products or
technologies similar to or competitive with those developed by us. Our failure
or inability to protect our proprietary rights could harm our business.



                                       31
<PAGE>


AS WE EXPAND OUR OPERATIONS INTERNATIONALLY, WE WILL FACE SIGNIFICANT RISKS IN
DOING BUSINESS IN FOREIGN COUNTRIES.

        As we expand our operations internationally, we will be subject to a
number of risks associated with international business activities, including:

        -       costs of customizing our products and services for foreign
                countries, including localization, translation and conversion to
                international and other foreign technology standards;

        -       compliance with multiple, conflicting and changing governmental
                laws and regulations, including changes in regulatory
                requirements that may limit our ability to sell our products and
                services in particular countries;

        -       import and export restrictions, tariffs and greater difficulty
                in collecting accounts receivable; and

        -       foreign currency-related risks if a significant portion of our
                revenues become denominated in foreign currencies.

FAILURE TO INCREASE OUR BRAND AWARENESS AMONG CONTENT OWNERS COULD LIMIT OUR
ABILITY TO COMPETE EFFECTIVELY.

        We believe that establishing and maintaining a strong brand name is
important to the success of our business. Competitive pressures may require us
to increase our expenses to promote our brand name, and the benefits associated
with brand creation may not outweigh the risks and costs associated with brand
name establishment. Our failure to develop a strong brand name or the incurrence
of excessive costs associated with establishing our brand name, may harm our
business.

WE MAY NEED TO MAKE ACQUISITIONS OR FORM STRATEGIC ALLIANCES OR PARTNERSHIPS IN
ORDER TO REMAIN COMPETITIVE IN OUR MARKET, AND POTENTIAL FUTURE ACQUISITIONS,
STRATEGIC ALLIANCES OR PARTNERSHIPS COULD BE DIFFICULT TO INTEGRATE, DISRUPT OUR
BUSINESS AND DILUTE STOCKHOLDER VALUE.

        We may acquire or form strategic alliances or partnerships with other
businesses in the future in order to remain competitive or to acquire new
technologies. As a result of these acquisitions, strategic alliances or
partnerships, we may need to integrate products, technologies, widely dispersed
operations and distinct corporate cultures. The products, services or
technologies of the acquired companies may need to be altered or redesigned in
order to be made compatible with our software products and services, or the
software architecture of our customers. These integration efforts may not
succeed or may distract our management from operating our existing business. Our
failure to successfully manage future acquisitions, strategic alliances or
partnerships could seriously harm our operating results. In addition, our
stockholders would be diluted if we finance the acquisitions, strategic
alliances or partnerships by incurring convertible debt or issuing equity
securities.

WE HAVE ADOPTED CERTAIN ANTI-TAKEOVER MEASURES THAT MAY MAKE IT MORE DIFFICULT
FOR A THIRD PARTY TO ACQUIRE US.

   Our board of directors has the authority to issue up to 2,000,000 shares of
preferred stock and to determine the price, rights, preferences and privileges
of those shares without any further vote or action by the stockholders. The
rights of the holders of common stock will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that may be issued
in the future. The issuance of shares of preferred stock, while potentially
providing desirable flexibility in connection with possible acquisitions and for
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire a majority of our outstanding voting stock. We have no
present intention to issue shares of preferred stock. Further, on November 8,
2000, our board of directors adopted a preferred stock purchase rights plan
intended to guard against certain takeover tactics. The adoption of this plan
was not in response to any proposal to acquire us, and the board is not aware of
any such effort. The existence of this plan could also have the effect of making
it more difficult for a third party to acquire a majority of our outstanding
voting stock. In addition, certain provisions of our certificate of
incorporation may have the effect of delaying or preventing a change of control,
which could adversely affect the market price of our common stock.



                                       32
<PAGE>

         RISKS RELATING TO THE INTERNET VIDEO INFRASTRUCTURE MARKETPLACE


COMPETITION AMONG INTERNET VIDEO INFRASTRUCTURE COMPANIES IS INTENSE. IF WE ARE
UNABLE TO COMPETE SUCCESSFULLY, OUR BUSINESS WILL FAIL.

        Competition among Internet video infrastructure companies seeking to
attract new customers is intense and we expect this intensity of competition to
increase in the future. Our competitors vary in size and in the scope and
breadth of the products and services they offer and may have significantly
greater financial, technical and marketing resources. Our direct competition in
the marketplace comes primarily from Convera Corporation. We may also compete
indirectly with system integrators to the extent they may embed or integrate
competing technologies into their product offerings, and in the future we may
compete with video service providers and searchable video portals. In addition,
we may compete with our current and potential customers who may contemplate
developing software or performing application services internally. Increased
competition could result in price reductions, reduced margins or loss of market
share, any of which will cause our business to suffer.

IF BROADBAND TECHNOLOGY IS NOT ADOPTED OR DEPLOYED AS QUICKLY AS WE EXPECT,
DEMAND FOR OUR PRODUCTS AND SERVICES MAY NOT GROW AS QUICKLY AS ANTICIPATED.

        Broadband technology such as digital subscriber lines, commonly referred
to as DSL, and cable modems, which allows video content to be transmitted over
the Internet more quickly than current technologies, has only recently been
developed and is just beginning to be deployed. The growth of our business
depends in part on the broad market acceptance of broadband technology. If the
market does not adopt broadband technology, or adopts it more slowly than we
anticipate, demand for our products and services may not grow as quickly as we
anticipate, which will harm our business.

        We depend on the efforts of third parties to develop and provide the
technology for broadband transmission. Even if broadband access becomes widely
available, heavy use of the Internet may negatively impact the quality of media
delivered through broadband connections. If these third parties experience
delays or difficulties establishing the technology to support widespread
broadband transmission, or if heavy usage limits the broadband experience, the
market may not accept our products and services.

        Because the anticipated growth of our business depends in part on
broadband transmission infrastructure, we are subject to a number of risks,
including:

        -       changes in content delivery methods and protocols;

        -       the need for continued development by our customers of
                compelling content that takes advantage of broadband access and
                helps drive market acceptance of our products and services;

        -       the emergence of new competitors, including traditional
                broadcast and cable television companies, which have significant
                control over access to content, substantial resources and
                established relationships with media providers;

        -       the development of relationships by our competitors with
                companies that have significant access to or control over the
                broadband transmission technology or content; and

        -       the need to establish new relationships with non-PC based
                providers of broadband access, such as providers of television
                set-top boxes and cable television.



                                       33
<PAGE>

GOVERNMENT REGULATION OF THE INTERNET COULD LIMIT OUR GROWTH.

        We are not currently subject to direct regulation by any government
agency, other than laws and regulations generally applicable to businesses,
although certain U.S. export controls and import controls of other countries may
apply to our products. While there are currently few laws or regulations that
specifically regulate communications or commerce on the Internet, due to the
increasing popularity and use of the Internet, it is possible that a number of
laws and regulations may be adopted in the U.S. and abroad in the near future
with particular applicability to the Internet. It is possible that governments
will enact legislation that may be applicable to us in areas such as content,
network security, access charges and retransmission activities. Moreover, the
applicability to the Internet of existing laws governing issues such as property
ownership, content, taxation, defamation and personal privacy is uncertain. The
adoption of new laws or the adaptation of existing laws to the Internet may
decrease the growth in the use of the Internet, which could in turn decrease the
demand for our services, increase the cost of doing business or otherwise hurt
our business.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risk disclosures as set forth in our Annual Report on Form 10-K as
filed with the United States Securities and Exchange Commission have not changed
significantly.



                                       34
<PAGE>

PART II: OTHER INFORMATION

Item 1. Legal Proceedings.

        On August 22, 2001 and September 18, 2001, we and certain of our
        officers were named as defendants in purported securities class-action
        lawsuits filed in the United States District Court for the Southern
        District of New York (the "Actions"). The first of the Actions is
        captioned Chin vs. Virage, Inc., et. al. and the second is captioned
        Bartula vs. Virage, Inc., et. al. The Court has since consolidated the
        Actions, appointed a lead plaintiff and approved lead plaintiffs'
        selection of lead counsel. Lead plaintiff has filed a consolidated
        complaint ("Complaint") with the Court. The Complaint alleges claims
        against us, certain of our officers, and/or Credit Suisse First Boston
        ("CSFB"), as lead underwriter and certain other underwriters
        (collectively, "the underwriters") associated with our July 5, 2000
        initial public offering, under Sections 11 and 15 of the Securities Act
        of 1933, as amended. The Complaint also alleges claims solely against
        the underwriters under Section 12(2) of the Securities Act of 1933 and
        Section 10(b) of the Securities Exchange Act of 1934, as amended. We
        believe that the claims against us and certain of our officers are
        without legal merit and intend to defend them vigorously. Subsequently,
        all pending cases against all underwriters and issuers were reassigned
        to Honorable Judge Shira Scheindlin, U.S. District Court Judge, United
        States District Court for the Southern District of New York. The time
        for defendants to move to dismiss the Complaint is presently adjourned
        pending further instruction from Judge Scheindlin.

        From time to time, we may become involved in litigation claims arising
        from our ordinary course of business. We believe that there are no
        claims or actions pending or threatened against us, the ultimate
        disposition of which would have a material adverse effect on us.

Item 2. Changes in Securities and Use of Proceeds

        (d) Use of Proceeds.

                On July 5, 2000, we completed a firm commitment underwritten
                initial public offering of 3,500,000 shares of our common stock,
                at a price of $11.00 per share. Concurrently with our initial
                public offering, we also sold 1,696,391 shares of common stock
                in a private placement at a price of $11.00 per share. On July
                17, 2000, our underwriters exercised their over-allotment option
                for 525,000 shares of our common stock at a price of $11.00 per
                share. The shares of the common stock sold in the offering and
                exercised via our underwriters' over-allotment option were
                registered under the Securities Act of 1933, as amended, on a
                Registration Statement on Form S-1 (File No. 333-96315). The
                Securities and Exchange Commission declared the Registration
                Statement effective on June 28, 2000. The public offering was
                underwritten by a syndicate of underwriters led by Credit Suisse
                First Boston, FleetBoston Robertson Stephens Inc. and Wit
                SoundView Corporation, as their representatives.

                The initial public offering and private placement resulted in
                net proceeds of $57,476,000, after deducting $3,099,000 in
                underwriting discounts and commissions and $1,800,000 in costs
                and expenses related to the offering. None of the costs and
                expenses related to the offering or the private placement were
                paid directly or indirectly to any director, officer, general
                partner of Virage or their associates, persons owning 10 percent
                or more of any class of equity securities of Virage or an
                affiliate of Virage. Proceeds from the offering and private
                placement have been used for general corporate purposes,
                including working capital and capital expenditures. The
                remaining net proceeds have been invested in cash, cash
                equivalents and short-term investments. The use of the proceeds
                from the offering and private placement does not represent a
                material change in the use of proceeds described in our
                prospectus.



                                       35
<PAGE>


Item 3. Defaults Upon Senior Securities

        None.


Item 4. Submission of Matters to a Vote of Security Holders

        None

Item 5. Other Information

        None.

Item 6. Exhibits and Report on Form 8-K.

        (b) Reports on Form 8-K

        None.



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<PAGE>

                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                        VIRAGE, INC.



Date:  February 7, 2002                 By:  /s/ Alfred J. Castino
                                             ----------------------------------
                                             Alfred J. Castino
                                             Vice President, Finance and
                                             Chief Financial Officer
                                             (Duly Authorized Officer and
                                             Principal Financial Officer)



                                       37