UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 10-K/A
                            ------------------------

                               AMENDMENT NO. 1 TO

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

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2003

                                       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)

                           411 BOREL AVENUE, 100 SOUTH
                        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)
                            ------------------------
        Securities Registered Pursuant to Section 12(b) of the Act: None

           Securities Registered Pursuant to Section 12(g) of the Act:
                         Common Stock, $0.001 par value
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). [ ] Yes [ X ] No

As of  June  30,  2003,  there  were  approximately  21,239,016  shares  of  the
registrant's Common Stock outstanding.  The aggregate market value of the voting
and non-voting  stock held by  non-affiliates  of the  registrant,  based on the
closing sale price of the Common Stock on September  30, 2002 as reported on The
Nasdaq National Market was approximately $9,716,000. Shares of Common Stock held
by each current  executive  officer and director  have been  excluded  from this
computation  in that such persons may be deemed to be affiliates of the Company.
This  determination  of affiliate status is not a conclusive  determination  for
other purposes.


                                Explanatory Note

This Annual  Report on Form 10-K/A  ("Form  10-K/A") is being filed as Amendment
No. 1 to the  Registrant's  Annual Report on Form 10-K filed with the Securities
and  Exchange  Commission  on June 16,  2003  ("Form  10-K") for the  purpose of
amending Items 10, 11, 12 and 13 of Part III of the  Registrant's  Form 10-K and
to include certain exhibits,  including Exhibit 99.1, its  certifications  under
Section  906 of  the  Sarbanes-Oxley  Act of  2002.  The  Company  inadvertently
attached the  certifications  required under Section 302 of the Sarbanes-  Oxley
Act instead of the required  Section 906  certifications  as Exhibit 99.1 to the
Form 10-K.

<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

     (a) Executive Officers

         The information  with respect to Executive  Officers is incorporated by
         reference  to  the  information  set  forth  in  the  section  entitled
         "Executive  Officers  of the  Registrant"  at the  end of Part I of the
         Company's Form 10-K for the fiscal year ended March 31, 2003.

     (b) Directors

         The following table sets forth certain information regarding members of
         our Board of Directors as of June 30, 2003:


                     Name               Age          Position with Virage
                     ----               ---          --------------------
         Paul G. Lego ...............   44   President, Chief Executive Officer
                                             and Chairman of the Board of
                                             Directors
         Alar E. Arras ..............   53   Director
         Ronald E.F. Codd ...........   46   Director
         Philip W. Halperin .........   40   Director
         Randall S. Livingston ......   49   Director
         Standish H. O'Grady ........   43   Director
         William H. Younger, Jr .....   53   Director

                  Paul G. Lego,  Chairman of the Board of  Directors,  President
         and Chief Executive Officer, joined Virage in January 1996 as President
         and Chief Executive Officer. Mr. Lego also became Chairman of our Board
         of Directors in December  1999.  From January 1995 to January 1996, Mr.
         Lego was an associate at Sutter Hill Ventures,  a venture capital firm.
         From June  1988 to  December  1994,  Mr.  Lego was the chief  operating
         officer at Digidesign,  a manufacturer  of digital audio  recording and
         editing systems, which was acquired by Avid Technology in January 1995.
         Mr. Lego has also held various marketing, manufacturing and engineering
         positions with Pyramid  Technology  Corporation,  the General  Electric
         Company and  Digital  Equipment  Corporation.  Mr. Lego holds a B.S. in
         electrical  engineering  from  Cornell  University  and an M.B.A.  from
         Harvard Business School.

                  Alar E. Arras has served as a  director  of Virage  since July
         2001.  He  currently  is  the  Senior   Executive   Vice  President  of
         Audio/Video  and  ATLINKS,  Thomson  Inc.  and a  member  of  Thomson's
         Management  Board.  Mr. Arras had previously  been named Executive Vice
         President  for Audio &  Communications  in July 1997.  He was appointed
         Chief  Executive  Officer of ATLINKS,  a  communications  product joint
         venture with Alcatel, formed in January 2000. From October 1995 to July
         1997, Mr. Arras served as Vice President for  Manufacturing  Operations
         in Asia. Between 1980 and 1995, he held various management positions in
         the Audio Division.  Mr. Arras currently also serves as a director of a
         private company. Mr. Arras is a graduate of Cornell University.

<PAGE>

                  Ronald  E.F.  Codd has  served as a director  of Virage  since
         January 2001. Mr. Codd previously served as President,  Chief Executive
         Officer and  Director  of Momentum  Business  Applications,  Inc.  from
         December 1998 through April 2002. From September 1991 through  December
         1998,  Mr. Codd was Chief  Financial  Officer of  PeopleSoft,  Inc., an
         enterprise  application software company. In addition,  from March 1992
         through  December  1998,  he was  Secretary  of  PeopleSoft,  and  from
         November 1993 through  December 1998, he was  PeopleSoft's  Senior Vice
         President of Finance and  Administration.  Prior to joining PeopleSoft,
         Mr. Codd was Corporate  Controller of MIPS  Computer  Systems,  Inc., a
         microprocessor  designer  and  computer  manufacturer,  from March 1989
         through  September  1991.  From March 1984 through  March 1989,  he was
         Corporate  Controller and Chief Accounting Officer for Wyse Technology,
         Inc., a computer and peripheral  manufacturer.  Mr. Codd also serves on
         the Boards of Directors of Adept Technology,  Inc. and Interwoven, Inc.
         He received a B.Sc. in Business  Administration  from the University of
         California,  Berkeley and an M.M. degree from the J.L. Kellogg Graduate
         School of Management (Northwestern University).

                  Philip W.  Halperin  has served as a director of Virage  since
         September  1999.  Mr.  Halperin  has been a general  partner  of Weston
         Presidio  Capital,  a venture  capital firm,  since  October 1993.  Mr.
         Halperin  currently serves as a director of several private  companies.
         Mr.  Halperin  holds  an  A.B.  in  political   science  from  Stanford
         University and an M.B.A. from Harvard Business School.

                  Randall S. Livingston has served as a director of Virage since
         May  2001.  Mr.  Livingston  has been the Vice  President  of  Business
         Affairs and Chief Financial Officer of Stanford  University since March
         2001.  From  September  1999  to  March  2001  he  was  Executive  Vice
         President,  Office of the CEO, Chief Financial  Officer and director of
         OpenTV Corp.  From 1996 to 1999 Mr.  Livingston  was a  consultant  and
         part-time  executive for multiple Silicon Valley technology  companies.
         Mr.  Livingston  holds a B.S. in Mechanical  Engineering  and an M.B.A.
         from  Stanford  University.  He currently is a director of the Stanford
         Management Company.

                  Standish H.  O'Grady has served as a director of Virage  since
         April  1998.  Mr.  O'Grady  is  senior  managing  director  of  Granite
         Ventures,  LLC, a venture capital firm that he co-founded in July 1998.
         Mr.  O'Grady  previously  served in various  positions with Hambrecht &
         Quist Group's venture capital department from 1986 to 1998. Mr. O'Grady
         currently serves as a director of Tumbleweed Communications, as well as
         several  private  companies.  Mr.  O'Grady  holds a B.S.E.  in chemical
         engineering from Princeton University, and an M.B.A. from Tuck Business
         School at Dartmouth College.

                  William H.  Younger,  Jr.  has served as a director  of Virage
         since April 1995. Mr.  Younger is currently a managing  director of the
         general partner of Sutter Hill Ventures,  a venture capital  management
         firm,  which he  joined  in 1981.  Mr.  Younger  currently  serves as a
         director of Vitria  Technology,  Inc. and  Omnicell,  Inc.,  as well as
         several  private  companies.  Mr.  Younger  holds a  B.S.E.E.  from the
         University of Michigan and an M.B.A. from Stanford University.

<PAGE>

     (c) Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities  Exchange Act of 1934 ("Section 16(a)")
         requires the Company's  executive  officers and directors,  and persons
         who own more than ten percent of a  registered  class of the  Company's
         equity securities ("10% Stockholders"), to file reports of ownership on
         Form 3 and  changes  in  ownership  on Form 4 or 5 with the  SEC.  Such
         executive officers, directors and 10% Stockholders are also required by
         SEC rules to furnish the Company with copies of all Section 16(a) forms
         they file.

         Based solely on its review of copies of such forms received, or written
         representations from certain reporting persons that no filings on Forms
         5 were required for such persons, the Company believes that, during the
         fiscal year ended March 31, 2003, its executive officers, directors and
         10%  Stockholders  complied  with all  applicable  Section 16(a) filing
         requirements  except  that Mr.  O'Grady  failed to timely file a Form 4
         report  for a  distribution  of  Granite  Ventures  LLC to two  limited
         partners  for no  consideration,  and a Form 4 report  that was  timely
         filed by Mr. Lego contained an error in the number of shares  purchased
         by Mr. Lego on the open market on August 28, 2002.  When such error was
         discovered,  a fully  executed  amended Form 4 was filed by Mr. Lego in
         February 2003.

<PAGE>

Item 11. Executive Compensation

Summary Compensation Table

         The following  table sets forth certain  information  concerning  total
compensation  received  by the Chief  Executive  Officer,  each of the four most
highly  compensated  executive  officers  during  the last  fiscal  year and one
individual  who was not serving as an  executive  officer at the end of the last
completed  fiscal  year  (collectively,  the  "Named  Executive  Officers")  for
services  rendered to Virage in all  capacities  for the three years ended March
31, 2003:

<TABLE>
<CAPTION>
                                                                                  Long-Term
                                                                                Compensation
                                                      Annual Compensation          Awards
                                                ------------------------------     -------
                                                                                  Number of
                                                                                   Shares
                                               Fiscal                             Underlying
    Name and Principal Position                 Year    Salary ($)   Bonus ($)     Options
    ---------------------------                 ----    ----------   ---------     -------
<S>                                             <C>     <C>         <C>            <C>
Paul G. Lego................................    2003    $225,000    $     --       300,000
President, Chief Executive Officer              2002     250,000          --       200,000
and Chairman of the Board                       2001     250,000      75,000       500,000

Stanford S. Au..............................    2003     210,000      16,400       200,000
Vice President, Engineering (1)                 2002      52,500       6,000       400,000
                                                2001          --          --            --

David J. Girouard...........................    2003     220,400      17,200       300,000
Senior Vice President, Marketing and            2002     232,000      24,000        40,000
Corporate Strategy (2)                          2001     205,417      40,000       100,000

Michael H. Lock.............................    2003     190,000     125,590       500,000
Senior Vice President, Worldwide                2002     200,000      85,849        20,000
Sales (3)                                       2001      50,000      43,752       380,000

Frank H. Pao................................    2003     190,000      14,900       145,000
Vice President, Business Affairs (4)            2002     200,000      20,000        30,000
                                                2001     185,000      40,000        50,000

Joseph A. Hyrkin............................    2003     166,250      79,654       255,000
Vice President, Strategic Accounts and          2002     189,583     103,963        30,000
Asia-Pacific Sales (5)                          2001     160,833     171,611       200,000
</TABLE>

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

(1)      Mr. Au began employment with the Company in January 2002.

(2)      The 100,000 shares granted to Mr. Girouard during the fiscal year ended
         March 31, 2001 were  cancelled  pursuant to the Company's  Stock Option
         Exchange Program.  The grant of 300,000 shares in the fiscal year ended
         March 31, 2003  consists of 200,000  shares  which were  granted to Mr.
         Girouard in exchange for the same number of shares  cancelled  pursuant
         to the  Company's  Stock  Option  Exchange  Program  and the  remaining
         100,000 shares represent a new grant.

(3)      Mr. Lock began employment with the Company in January 2001.

(4)      The 50,000 shares granted to Mr. Pao during the fiscal year ended March
         31, 2001 were cancelled pursuant to the Company's Stock Option Exchange
         Program. The grant of 145,000 shares in the fiscal year ended March 31,
         2003  consists  of 95,000  shares  which  were  granted  to Mr.  Pao in
         exchange  for the same  number  of  shares  cancelled  pursuant  to the
         Company's Stock Option Exchange Program and the remaining 50,000 shares
         represent a new grant.

<PAGE>

(5)      The 160,000  shares  granted to Mr. Hyrkin during the fiscal year ended
         March 31, 2001 were  cancelled  pursuant to the Company's  Stock Option
         Exchange Program.  The grant of 255,000 shares in the fiscal year ended
         March 31, 2003  consists of 192,500  shares  which were  granted to Mr.
         Hyrkin in exchange for the same number of shares cancelled  pursuant to
         the Company's  Stock Option Exchange  Program and the remaining  62,500
         shares  represent a new grant. As of May 31, 2002, Mr. Hyrkin no longer
         served as an executive  officer of the  Company,  however he remains an
         employee of the Company.

Option Grants in Last Fiscal Year

         The following  table sets forth,  as to the Named  Executive  Officers,
information  concerning stock options granted during the fiscal year ended March
31, 2003.

<TABLE>
<CAPTION>
                                                             Individual Grants
                                                             -----------------
                                                                                                   Potential Realizable Value at
                                           Number of        % of Total                              Assumed Annual Rates of Stock
                                            Shares           Options                                    Price Appreciation for
                                          Underlying        Granted to    Exercise                         Option Term (4)
                                            Options         Employees    Price Per   Expiration          -------------------
               Name                        Granted (1)      in Year (2)    Share      Date (3)           5%              10%
               ----                        -----------      -----------    -----      --------           --              ---
<S>                                         <C>                <C>       <C>          <C>             <C>             <C>
Paul G. Lego ......................         300,000            5.83%       $1.59      05/03/12        $299,983        $760,215
Stanford S. Au ....................         200,000            3.89%        0.78      09/30/12          98,108         248,624
David J. Girouard .................         200,000            3.89%        0.59      08/07/12          74,210         188,062
                                            100,000            1.94%        0.78      09/30/12          49,054         124,312
Michael H. Lock ...................         200,000            3.89%        1.59      05/03/12         199,988         506,810
                                            300,000            5.83%        0.67      09/30/12         126,408         320,342
Frank H. Pao ......................          95,000            1.85%        0.59      08/07/12          35,250          89,329
                                             50,000            0.97%        0.78      09/30/12          24,527          62,156
Joseph A. Hyrkin ..................         192,500            3.74%        0.59      08/07/12          71,427         181,009
                                             62,500            1.22%        0.78      09/30/12          30,659          77,695
</TABLE>

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

(1)      The options in this table are incentive  stock options or  nonstatutory
         stock  options  granted  under the 1997  Stock  Option  Plan (the "1997
         Plan") and have  exercise  prices equal to the fair market value of the
         Company's  Common  Stock  on the date of  grant,  except  as  otherwise
         provided.  All of the  options  reflected  in this table have  ten-year
         terms and the following vesting schedules.

         Mr.  Lego's  option  grant  vests  over a one year  period at a rate of
         1/12th each month, and immediately ceases vesting in the event Mr. Lego
         no longer holds the title of Chief Executive Officer.

         Mr. Au's option  grant vests over a two year period at a rate of 1/24th
         each month.

         Mr.  Girouard's  option grants for an aggregate of 200,000  shares were
         issued  pursuant to the Company's  Stock Option  Exchange  Program,  of
         which a total  of  110,415  shares  were  vested  on the  date of grant
         (pursuant to the original vesting schedule of each option grant and the
         terms of the Stock Option Exchange Program),  with the remainder of the
         shares  of  each  option  to vest at a rate of  1/48th  each  month  in
         accordance  with  their  original  respective  vesting  schedules.  Mr.
         Girouard's option grant for 100,000 shares vests over a two year period
         at a rate of 1/24th each month.

         Mr. Lock's option grant for 200,000 shares vests over a one year period
         at a rate of 1/12th each month.  Mr.  Lock's  option  grant for 300,000
         shares was  granted  at a price  equivalent  to 85% of the fair  market
         value of the Company's Common Stock on the date of grant and vests over
         a two year period at a rate of 1/24th each month.

<PAGE>


         Mr. Pao's option  grants for an aggregate of 95,000  shares were issued
         pursuant to the Company's  Stock Option  Exchange  Program,  of which a
         total of 49,999  shares were vested on the date of grant  (pursuant  to
         the original vesting schedule of each option grant and the terms of the
         Stock Option  Exchange  Program),  with the  remainder of the shares of
         each option to vest at a rate of 1/48th each month in  accordance  with
         their original respective vesting schedules. Mr. Pao's option grant for
         50,000  shares  vests over a two year  period at a rate of 1/24th  each
         month.

         Mr.  Hyrkin's  option  grants for an aggregate  of 192,500  shares were
         issued  pursuant to the Company's  Stock Option  Exchange  Program,  of
         which a total  of  95,884  shares  were  vested  on the  date of  grant
         (pursuant to the original vesting schedule of each option grant and the
         terms of the Stock Option Exchange Program),  with the remainder of the
         shares  of  each  option  to vest at a rate of  1/48th  each  month  in
         accordance  with  their  original  respective  vesting  schedules.  Mr.
         Hyrkin's option grant for 62,500 shares vests over a two year period at
         a rate of 1/24th each month.

(2)      The  Company  granted  options to purchase  5,143,750  shares of Common
         Stock in the fiscal year ended March 31, 2003.

(3)      The options in this table may terminate  before their  expiration  upon
         the  termination of the optionee's  status as an employee or consultant
         or upon the optionee's disability or death.

(4)      Under rules  promulgated  by the SEC,  the amounts in these two columns
         represent the hypothetical gain or "option spread" that would exist for
         the  options in this table based on assumed  stock  price  appreciation
         from the date of grant until the end of such options'  ten-year term at
         assumed annual rates of 5% and 10%. Annual compounding results in total
         appreciation of 63% (at 5% per year) and 159% (at 10% per year). The 5%
         and 10% assumed annual rates of appreciation are specified in SEC rules
         and do not  represent  the  Company's  estimate or projection of future
         stock price growth.  The Company does not  necessarily  agree that this
         method can properly  determine  the value of an option and there can be
         no assurance that the potential  realizable  values shown in this table
         will be achieved.

Option Exercises and Holdings

         The following  table sets forth,  as to the Named  Executive  Officers,
certain information  concerning the number of shares subject to both exercisable
and  unexercisable  stock options as of March 31, 2003. Also reported are values
for  "in-the-money"  options  that  represent  the positive  spread  between the
respective  exercise  prices of  outstanding  stock  options and the fair market
value of the Company's  Common Stock as of March 31, 2003,  the last trading day
of the 2003 fiscal year.

                    Aggregated Option Exercises in Last Year
                           And Year-End Option Values

<TABLE>
<CAPTION>
                                                                                  Number of Shares         Value of Unexercised
                                                                               Underlying Unexercised       In-The-Money Options
                                              Shares                            Options at Year-End             at Year-End (1)
                                            Acquired on         Value      -----------------------------  --------------------------
         Name                                Exercise         Realized     Exercisable     Unexercisable  Exercisable  Unexercisable
         ----                                --------         --------     -----------     -------------  -----------  -------------
<S>                                           <C>             <C>            <C>                <C>         <C>              <C>
Paul G. Lego ..........................       27,084          $31,959        916,667            --          $  --           $--
Stanford S. Au ........................         --               --          600,000            --             --            --
David J. Girouard .....................         --               --          440,000            --          $14,000          --
Michael H. Lock .......................         --               --          900,000            --             --            --
Frank H. Pao ..........................         --               --          264,271            --          $16,733          --
Joseph A. Hyrkin ......................         --               --          371,791            --          $13,475          --
</TABLE>

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

(1)      Market value of underlying  securities is based on the closing price of
         the  Company's  Common Stock on March 31, 2003 (the last trading day of
         the 2003 fiscal year),  which was $0.66.  For a majority of the options
         reflected  in this table,  the  exercise  price is higher than the fair
         market value of the stock on March 31, 2003.

<PAGE>

Director Compensation

         Directors do not receive cash  compensation for service on the Board of
Directors.  Directors  are  entitled  to  receive  cash  compensation  for their
services as members of committees of the Board of Directors. These directors are
entitled to receive  $1,000 to attend a committee  meeting in person and $500 to
attend a committee  meeting by telephone  unless the meetings are for a duration
of less than one hour, in which case directors receive no compensation for their
attendance.  As of March 31, 2003,  only Audit  Committee  members have received
such  cash  compensation.  The  Company  also  reimburses  directors  for  their
reasonable expenses incurred in attending meetings of the Board of Directors and
of  committees  of the Board of  Directors.  Directors  are  eligible to receive
options to purchase the Company's  Common Stock pursuant to the 1997 Plan.  Each
new  non-employee  director  will receive a  nonqualified  stock option grant of
30,000 shares of the Company's  Common Stock under the 1997 Plan upon his or her
initial  election to the Board of  Directors.  These  option  shares vest over a
four-year period as follows:  25% upon the first anniversary of the option grant
date with the  remainder  vesting  ratably on a monthly  basis for the 36 months
beginning one year after the date of grant.  Each  subsequent  year  thereafter,
each  individual  who is at the  time  continuing  to  serve  as a  non-employee
director is granted an option to purchase 10,000 shares of the Company's  Common
Stock.  These  subsequent  options vest ratably on a monthly basis for 24 months
beginning  on  the  date  of  grant.  All  options   automatically   granted  to
non-employee  directors  will have an  exercise  price equal to 100% of the fair
market value on the date of grant.  To date, the Company has granted each of the
Company's incumbent  non-employee  directors an option to purchase the Company's
Common Stock in the amount of 50,000 shares for recent directors, except for one
recent director who received no shares,  or 55,000 shares for directors in their
positions as of the Company's  initial public offering.  Audit Committee members
have received an additional  option grant of 15,000 shares vesting  ratably on a
monthly basis for 24 months,  in connection  with their serving on the Company's
Audit Committee.  The total number of options granted to directors to date total
410,000 shares of Common Stock,  of which 55,000 shares have been cancelled upon
the resignation of two members of the Board of Directors.

Compensation Committee Interlocks And Insider Participation

         The  Company's  Compensation  Committee  is  currently  composed of Mr.
Halperin,  Mr. O'Grady and Mr.  Younger.  No  interlocking  relationship  exists
between any member of the Company's Compensation Committee and any member of the
compensation  committee  of any  other  company,  nor has any such  interlocking
relationship existed in the past. No member of the Compensation  Committee is or
was formerly an officer or an employee of the Company.

         The Company has entered into  indemnification  agreements  with each of
its  directors and officers.  Such  agreements  require the Company to indemnify
such individuals to the fullest extent permitted by law.

<PAGE>

Employment   Contracts,   Termination   Of  Employment   And   Change-In-Control
Arrangements

         The  Company  routinely   delivers  written  offer  letters  containing
provisions on salary,  bonuses,  benefits and stock option grants to prospective
members of management and other employees.  In addition, as of July 9, 2003, the
Company has entered into agreements  containing employment and change-in-control
provisions with our Named Executive Officers as described below.

         On June 17, 2003, the Company entered into a severance letter agreement
with Paul G. Lego, the Company's  president and chief executive  officer,  which
provides that in the event Mr. Lego is terminated or  constructively  terminated
following the execution of a definitive agreement for a change-in-control event,
the  Company  will pay to Mr.  Lego the greater of (a) twelve (12) months of Mr.
Lego's  then-current base salary, or (b) $250,000.  On July 9, 2003, the Company
entered into the Amendment and  Restatement  to the Severance  Letter  Agreement
with Mr. Lego, which amends and restates in its entirety the foregoing severance
letter  agreement and provides that in the event Mr. Lego is terminated  without
cause or resigns  for good  reason  within  twelve  (12)  months  following  the
consummation of the transactions contemplated by that certain Agreement and Plan
of Merger by and among Autonomy  Corporation plc, a corporation formed under the
laws of England and Wales,  Violet Merger Sub, Inc., a Delaware  corporation and
wholly owned  subsidiary  of Autonomy,  and the Company dated as of July 9, 2003
(the  "Merger  Agreement"),  the Company will pay to Mr. Lego the greater of (a)
twelve (12) months of Mr. Lego's then-current base salary, or (b) $250,000.

         The stock option agreements  between the Company and Mr. Lego, in which
Mr. Lego was granted  options to purchase  1,102,500  shares of Common Stock, of
which  options  for  629,584  shares  have  been  exercised,  provide  for  full
acceleration of vesting of all unvested options upon a  change-in-control  event
in which Mr. Lego is terminated or constructively  terminated within twelve (12)
months after such  change-in-control  event. The stock option agreement  between
the Company  and Mr.  Lego,  in which Mr.  Lego was granted  options to purchase
500,000  shares of Common  Stock,  of which 83,333  shares have been  exercised,
provides  for  50%  acceleration  of  vesting  of all  unvested  options  upon a
change-in-control event.

         The stock option agreements between the Company and Stanford S. Au, the
Company's vice president,  engineering,  provide for 50% acceleration of vesting
of all  unvested  options  upon a  change-in-control  event in which  Mr.  Au is
terminated  or  constructively  terminated  within twelve (12) months after such
change-in-control event.

         The stock option agreements  between the Company and David J. Girouard,
the Company's  senior vice president,  marketing and corporate  strategy,  which
were entered into after Mr. Girouard became an executive officer of the Company,
provide  for  50%  acceleration  of  vesting  of  all  unvested  options  upon a
change-in-control  event in which Mr.  Girouard is terminated or  constructively
terminated within twelve (12) months after such change-in-control event.

         On July 2, 2003, the Company entered into a severance  letter agreement
with Michael H. Lock,  the Company's  senior vice  president,  worldwide  sales,
which  provides  that in the  event Mr.  Lock is  terminated  or  constructively
terminated   following   the   execution  of  a  definitive   agreement   for  a
change-in-control event, the Company will pay to Mr. Lock the greater of (a) six
(6) months of Mr. Lock's  then-current base salary, or (b) $100,000.  On July 9,
2003,  the Company  entered into the Amendment and  Restatement to the Severance
Letter  Agreement  with Mr. Lock,  which amends and restates in its entirety the
foregoing  severance letter agreement and provides that in the event Mr. Lock is
terminated  without  cause or resigns for good reason  within twelve (12) months
following  the  consummation  of the  transactions  contemplated  by the  Merger
Agreement, the Company will pay to Mr. Lock the greater of (a) six (6) months of
Mr. Lock's then-current base salary, or (b) $100,000.

<PAGE>

         The stock option  agreement  between the Company and Mr. Lock, in which
Mr.  Lock was  granted  options  to  purchase  300,000  shares of Common  Stock,
provides  for 100%  acceleration  of  vesting  of all  unvested  options  upon a
change-in-control  event in  which  Mr.  Lock is  terminated  or  constructively
terminated  within twelve (12) months after such  change-in-control  event.  The
stock option agreements  between the Company and Mr. Lock, in which Mr. Lock was
granted  options to purchase  600,000  shares of Common  Stock,  provide for 50%
acceleration of vesting of all unvested options upon a  change-in-control  event
in which Mr. Lock is terminated or constructively  terminated within twelve (12)
months after such change-in-control event.

         On June 17, 2003, the Company entered into a severance letter agreement
with  Frank H. Pao,  the  Company's  vice  president,  business  affairs,  which
provides that in the event Mr. Pao is terminated  or  constructively  terminated
following the execution of a definitive agreement for a change-in-control event,
the Company  will pay to Mr. Pao the greater of (a) six (6) months of Mr.  Pao's
then-current base salary, or (b) $100,000.  On July 9, 2003, the Company entered
into the Amendment and  Restatement to the Severance  Letter  Agreement with Mr.
Pao,  which amends and restates in its entirety the foregoing  severance  letter
agreement and provides that in the event Mr. Pao is terminated  without cause or
resigns for good reason within twelve (12) months  following the consummation of
the transactions  contemplated by the Merger Agreement,  the Company will pay to
Mr. Pao the greater of (a) six (6) months of Mr. Pao's then-current base salary,
or (b) $100,000.

         The stock option agreements between the Company and Mr. Pao provide for
50%  acceleration  of vesting of all unvested  options upon a  change-in-control
event in which Mr. Pao is terminated or constructively  terminated within twelve
(12) months after such change-in-control event.

         The stock option  agreements  between the Company and Joseph A. Hyrkin,
the Company's vice president,  strategic accounts and Asia-Pacific  sales, which
were  entered into while Mr.  Hyrkin was on officer of the Company,  provide for
50%  acceleration  of vesting of all unvested  options upon a  change-in-control
event in which Mr.  Hyrkin is  terminated or  constructively  terminated  within
twelve (12) months after such change-in-control event.

Stock Option Exchange Program

         In November  2001,  the Company's  Board of Directors  approved a Stock
Option Exchange Program.  Under this program,  all employees  (excluding certain
executive  officers  and all members of the Board of  Directors)  were given the
opportunity  to cancel one or more stock options  previously  granted to them in
exchange for one or more new stock options to be granted at least six months and
one day from the date the old options were cancelled, provided the individual is
still employed with the Company on such date.  Generally,  only options  granted
pursuant to the Company's  1997 Plan with an exercise  price equal to or greater
than $5.00 per share were eligible for exchange.  In addition,  participants  in
the program  were  required to also  cancel any options  granted  during the six
months prior to the  commencement  of the program,  irrespective of the exercise
price of such options. The participation  deadline for the program was 9:00 p.m.
Pacific  Standard Time on February 5, 2002 and the options tendered for exchange
were  cancelled  on  February  6, 2002.  Each of these  cancelled  options  were
replaced with a new stock option on August 7, 2002. The number of shares subject
to the new  options  were  equal to the  number  of  shares  subject  to the old
options,  and the exercise price of the new options was the fair market value of
the Company's  Common Stock,  as determined by the closing price reported by The
Nasdaq  National Market on August 7, 2002, the date of grant of the new options.
The new options have the same vesting schedule as the old options.

<PAGE>

         Pursuant to the Stock Option Exchange Program, the individuals who were
executive officers of the Company on the date of cancellation of the old options
cancelled a total of 1,327,500 shares with exercise prices ranging between $2.50
and $12.00,  and the individuals  who were executive  officers of the Company on
the date of grant of the new options were granted a total of 375,000 shares with
an  exercise  price of $0.59.  Several  of the  individuals  who were  executive
officers of the Company at the time of  cancellation  of the old options were no
longer  executive  officers  of the  Company  at the  time of  grant  of the new
options, and two such individuals were no longer employed with the Company as of
March 31, 2003. In addition,  one individual  became an executive officer of the
Company shortly after the date of grant of the new options.

         The following table sets forth certain  information with respect to the
participation  of the  executive  officers of the Company,  including  the Named
Executive  Officers,  in the Company's Stock Option Exchange  Program during the
fiscal year ended March 31, 2003:


                     Executive Officer Stock Option Exchange

<TABLE>
<CAPTION>
                                                                                                                         Termination
                                                                    Number of     Market       Original                     Date
                                                                    Securities    Price of     Exercise                   Original
                                                                    Underlying    Stock at     Price at         New       Option at
                                                         Date of      Options     Time of       Time of       Exercise     Date of
          Name & Position                               Repricing    Repriced   Repricing ($)  Repricing ($)  Price ($)   Repricing
          ---------------                               ---------    --------   -------------  -------------  ---------   ---------
<S>                                                       <C>         <C>          <C>           <C>           <C>         <C>
Paul G. Lego (1) ....................................      --           --           --            --           --           --
President, Chief Executive Officer &
Chairman of the Board

Scott Gawel .........................................     8/7/02      80,000       $ 0.59        $5.25-        $ 0.59      12/17/10-
Vice President, Finance and Acting Chief                                                         $10.80                    1/31/11
Financial Officer

David J. Girouard ...................................     8/7/02     200,000       $ 0.59        $6.00-        $ 0.59      12/1/09-
Senior Vice President, Marketing &                                                               $11.00                   10/26/10
Corporate Strategy

Joseph A. Hyrkin (2) ................................     8/7/02     192,500       $ 0.59        $10.80-       $ 0.59       2/17/10-
Vice President, Strategic Accounts and                                                           $11.875                   10/26/10
Asia-Pacific Sales

Michael H. Lock (1) .................................      --           --           --            --           --           --
Senior Vice President, Worldwide Sales

Frank H. Pao ........................................     8/7/02      95,000       $ 0.59        $8.00-        $ 0.59       1/10/10-
Vice President, Business Affairs                                                                 $11.00                    10/26/10
</TABLE>

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

(1)      Paul G. Lego and Michael H. Lock were not  eligible to  participate  in
         the Stock Option Exchange.

(2)      Joseph A.  Hyrkin is no longer an officer of the  Company as of May 31,
         2002.

<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management

         The  following  table sets forth  certain  information  concerning  the
beneficial  ownership  of  Virage's  Common  Stock as of June  30,  2003 for the
following:  (1)  each  person  or  entity  who is known  by the  Company  to own
beneficially  more than 5% of the  outstanding  shares of the  Company's  Common
Stock, (2) each of the Company's  directors;  (3) each of the executive officers
named in the Summary  Compensation  Table;  and (4) all  directors and executive
officers of the Company as a group.

         Percentage  of beneficial  ownership is based on  21,239,016  shares of
common stock outstanding as of June 30, 2003.

<TABLE>
<CAPTION>
                                                                                       Common Stock                 Percentage
                                                                                       Beneficially                Beneficially
Name                                                                                     Owned (1)                     Owned
----                                                                                   ------------                ------------
<S>                                                                                      <C>                          <C>
5% STOCKHOLDERS:
Entities affiliated with D3 Family Fund, L.P. (2)......................                  3,372,121                    15.88%
    19605 NE 8th Street
    Camas, WA  98607
Paul G. Lego (3).......................................................                  2,628,042                    11.86%
    411 Borel Avenue, 100 South
    San Mateo, CA 94402
Entities affiliated with Western Presidio Capital (4)..................                  1,503,170                     7.06%
    Pier 1, Bay 2
    San Francisco, CA  94111
William H. Younger, Jr. (5)............................................                  1,174,087                     5.51%
    755 Page Mill Road, Suite A-200
    Palo Alto, CA  94304

NAMED EXECUTIVE OFFICERS AND DIRECTORS:
Paul G. Lego (3) ......................................................                  2,628,042                    11.86%
Stanford S. Au (6) ....................................................                    605,000                     2.77%
David J. Girouard (7) .................................................                    486,710                     2.25%
Michael H. Lock (8) ...................................................                    902,500                     4.08%
Frank H. Pao (9) ......................................................                    340,178                     1.58%
Joseph A. Hyrkin (10) .................................................                    384,545                     1.78%
Alar E. Arras (11) ....................................................                    909,090                     4.28%
Ronald E. F. Codd (12).................................................                     80,000                         *
Philip W. Halperin (4).................................................                  1,503,170                     7.06%
Randall S. Livingston (13).............................................                     80,500                         *
Standish H. O'Grady (14)...............................................                    204,205                         *
William H. Younger, Jr. (5)............................................                  1,174,087                     5.51%
All executive officers and directors as a
    group (12 persons) (15)............................................                  9,048,601                    36.42%
</TABLE>

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

*        Less than one percent of the outstanding common stock.

(1)      The number and percentage of shares beneficially owned is determined in
         accordance  with Rule 13d-3 of the Exchange Act and the  information is
         not  necessarily  indicative  of  beneficial  ownership  for any  other
         purpose.  Under such rule,  beneficial ownership includes any shares as
         to which the individual or entity has voting power or investment  power
         and any shares that the  individual  has the right to acquire within 60
         days of June 30, 2003 through the exercise of any stock option or other
         right.  Unless  otherwise  indicated in the  footnotes,  each person or
         entity has sole voting and investment power (or shares such powers with
         his or her spouse)  with  respect to the shares  shown as  beneficially
         owned.

<PAGE>

(2)      Includes  2,150,405  shares held by The D3 Family Fund,  L.P.;  878,010
         shares held by The D3 Family Retirement Fund, L.P.; 142,100 shares held
         by The D3 Children's Fund, L.P.; 50,606 shares held by Haredale,  Ltd.;
         32,000 shares held by Olivier  Roux;  20,000 shares held by James Henry
         Hildebrandt;  17,000 shares held by Toxford  Corporation;  4,000 shares
         held by Henry E.  Hooper;  30,000  shares  held by Bruno  Tiphine;  and
         48,000  shares held by Rita & Bruno  Tiphine.  Mr. David  Nierenberg is
         president  of  Nierenberg  Investment  Management  Company,  Inc. , the
         general partner of The D3 Family Fund,  L.P., The D3 Family  Retirement
         Fund, L.P. and The D3 Children's Fund,  L.P., and disclaims  beneficial
         ownership of the shares held by The D3 Family Fund, L.P., The D3 Family
         Retirement  Fund,  L.P. and The D3 Children's  Fund, L.P. except to the
         extent  of  his  proportionate   partnership   interest  therein.   Mr.
         Nierenberg is an investment  manager for Haredale,  Ltd., Olivier Roux,
         James Henry Hildebrandt,  Toxford Corporation, Bruno Tiphine and Rita &
         Bruno Tiphine and disclaims  beneficial ownership of the shares held by
         Haredale,   Ltd.,  Olivier  Roux,  James  Henry  Hildebrandt,   Toxford
         Corporation, Bruno Tiphine and Rita & Bruno Tiphine. Mr. Nierenberg has
         sole voting and investment power with respect to the shares held by The
         D3 Family Fund,  L.P.,  The D3 Family  Retirement  Fund,  L.P.,  The D3
         Children's  Fund,  L.P.,  Haredale,  Ltd.,  Olivier  Roux,  James Henry
         Hildebrandt,  Toxford  Corporation,  Bruno  Tiphine  and  Rita &  Bruno
         Tiphine.  Henry E. Hooper is a general  partner of The D3 Family  Fund,
         L.P.  and has sole  voting and  investment  power  with  respect to the
         shares held by Henry E. Hooper.

(3)      Includes 916,667 shares subject to options  exercisable  within 60 days
         of June 30, 2003.

(4)      Includes  1,379,502  shares held by Weston Presidio  Capital III, L.P.;
         68,669 shares held by WPC  Entrepreneur  Fund,  L.P.; and 55,000 shares
         subject to options  exercisable within 60 days of June 30, 2003 held by
         Philip  W.  Halperin.  Mr.  Halperin  is a  general  partner  of Weston
         Presidio Capital and disclaims  beneficial ownership of the shares held
         by Weston Presidio  Capital III, L.P. and WPC  Entrepreneur  Fund, L.P.
         except to the extent of his proportionate partnership interest therein.

(5)      Includes  942,724  shares held by Sutter Hill  Ventures,  A  California
         Limited  Partnership;  7,988  shares held by Sutter Hill  Entrepreneurs
         Fund (AI), L.P.; 20,227 shares held by Sutter Hill  Entrepreneurs  Fund
         (QP), L.P.;  114,814 shares held by William H. Younger,  Jr.,  Trustee,
         The Younger Living Trust; 33,334 shares held by the retirement trust of
         William  H.  Younger,   Jr.;  and  55,000  shares  subject  to  options
         exercisable  within 60 days of June 30, 2003 held by Mr.  Younger.  Mr.
         Younger is a managing  director of the  general  partner of Sutter Hill
         Ventures, A California Limited  Partnership,  Sutter Hill Entrepreneurs
         Fund (AI),  L.P.  and Sutter Hill  Entrepreneurs  Fund (QP),  L.P.  and
         disclaims  beneficial  ownership  of the  shares  held by  Sutter  Hill
         Ventures, A California Limited  Partnership,  Sutter Hill Entrepreneurs
         Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. except to
         the extent of his proportionate partnership interest therein.

(6)      Includes 600,000 shares subject to options  exercisable  within 60 days
         of June 30, 2003.

(7)      Includes 440,000 shares subject to options  exercisable  within 60 days
         of June 30, 2003.

(8)      Includes 900,000 shares subject to options  exercisable  within 60 days
         of June 30, 2003.

(9)      Includes 264,271 shares subject to options  exercisable  within 60 days
         of June 30, 2003.

(10)     Includes 371,791 shares subject to options  exercisable  within 60 days
         of June 30,  2003.  As of May 31,  2002,  Mr.  Hyrkin  was no longer an
         officer of the Company.

(11)     Includes 909,090 shares held by Thomson Inc. Mr. Arras currently is the
         Senior  Executive Vice President of  Audio/Video  and ATLINKS,  Thomson
         Inc. and disclaims  beneficial  ownership of the shares held by Thomson
         Inc.

(12)     Includes 80,000 shares subject to options exercisable within 60 days of
         June 30, 2003.

(13)     Includes 80,000 shares subject to options exercisable within 60 days of
         June 30, 2003.

<PAGE>

(14)     Includes 215 shares held by Granite Ventures LLC; 65,856 shares held by
         Adobe  Ventures II, L.P;  19,177  shares held by H&Q Virage  Investors,
         L.P.;  8,630 shares held by H&Q Adobe Ventures  Management II, LLC; and
         85,000 shares subject to options exercisable within 60 days of June 30,
         2003. Mr. O'Grady is the senior managing  director of Granite  Ventures
         LLC and a member of each of the general  partners of Adobe Ventures II,
         L.P., H&Q Virage Investors,  L.P. and H&Q Adobe Ventures Management II,
         LLC. Mr. O'Grady disclaims  beneficial  ownership of the shares held by
         Granite  Ventures LLC, Adobe  Ventures II, L.P., H&Q Virage  Investors,
         L.P. and H&Q Adobe Ventures  Management II, LLC except to the extent of
         his proportionate partnership interest therein.

(15)     Includes 3,604,687 shares subject to options exercisable within 60 days
         of June 30, 2003 held by all  executive  officers  and  directors  as a
         group.  Does not  include  the  shares  and  shares  subject to options
         exercisable  within 60 days of June 30,  2003 held by Mr.  Hyrkin,  who
         remains an employee  of the  Company  but, as of May 31, 2002 no longer
         served as an executive officer of the Company.

Item 13. Certain Relationships and Related Transactions

         There  were no  transactions  from  April 1, 2002  through  the date of
filing  to which we have  been a party,  in which  the  amount  involved  in the
transaction  exceeds  $60,000  and in  which  any  director,  director  nominee,
executive  officer  or holder of more than 5% of our  capital  stock had or will
have a direct or indirect material interest other than compensation arrangements
that are otherwise described herein.

<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

     (a) (3) Exhibits

Exhibit
Number                           Description of Document
------                           -----------------------

10.15    Severance Letter Agreement with Michael H. Lock dated July 2, 2003

10.16    Amendment  and  Restatement  to the  Severance  Letter  Agreement  with
         Michael H. Lock dated July 9, 2003

10.17    Retention Bonus and Severance Agreement with Scott Gawel dated June 23,
         2003, as Amended

10.18    Severance Letter Agreement with Paul G. Lego dated June 17, 2003

10.19    Amendment and Restatement to the Severance  Letter  Agreement with Paul
         G. Lego dated July 9, 2003

10.20    Severance Letter Agreement with Frank H. Pao dated June 17, 2003

10.21    Amendment and Restatement to the Severance  letter Agreement with Frank
         H. Pao dated July 9, 2003

99.1     Certifications Pursuant to 18 U.S.C. Section 1350


     (b) Reports on Form 8-K:

         No reports on Form 8-K were filed during the fourth quarter ended March
         31, 2003.

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the  Registrant  has duly caused this  Amendment No. 1 on
Form  10-K/A to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized, on July 29, 2003.

                                                   Virage, Inc.

                                               By: /s/ Paul G. Lego
                                                   -----------------------------
                                                   Paul G. Lego
                                                   Chairman of the Board of
                                                   Directors, President and
                                                   Chief Executive Officer

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  Amendment  No. 1 on Form  10-K/A has been  signed  below by the  following
persons  on  behalf of the  registrant  and in the  capacities  and on the dates
indicated.

<TABLE>
<CAPTION>
             Signature                                Title                                    Date
             ---------                                -----                                    ----

<S>                                          <C>                                            <C>
          /s/ Paul G. Lego                   Chairman, President and                        July 29, 2003
----------------------------------------     Chief Executive Officer
            Paul G. Lego                     (Principal Executive Officer)


         /s/ Scott C. Gawel                  Vice President, Finance and                    July 29, 2003
----------------------------------------     Acting Chief Financial Officer
           Scott C. Gawel                    (Principal Financial and Accounting
                                             Officer)


          * Alar E. Arras                    Director                                       July 29, 2003
----------------------------------------
           Alar E. Arras


         * Ronald E.F. Codd                  Director                                       July 29, 2003
----------------------------------------
          Ronald E.F. Codd


        * Philip W. Halperin                 Director                                       July 29, 2003
----------------------------------------
         Philip W. Halperin


      * Randall S. Livingston                Director                                       July 29, 2003
----------------------------------------
       Randall S. Livingston


       * Standish H. O'Grady                 Director                                       July 29, 2003
----------------------------------------
        Standish H. O'Grady


     * William H. Younger, Jr.               Director                                       July 29, 2003
----------------------------------------
       William H. Younger, Jr.


* By:  /s/ Paul G. Lego
       ----------------
       Paul G. Lego, Attorney-in-fact
</TABLE>

<PAGE>

                                 CERTIFICATIONS

I, Paul G. Lego, certify that:

1.       I have reviewed this annual report on Form 10-K of Virage, Inc.;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;

         b)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         c)       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent functions):

         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual  report  whether  there were  significant  changes  in  internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date:  July 29, 2003

                                           /s/ Paul G. Lego
                                           ------------------------------------
                                           Paul G. Lego
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)


<PAGE>

                                 CERTIFICATIONS

I, Scott Gawel, certify that:

1.       I have reviewed this annual report on Form 10-K of Virage, Inc.;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;

         b)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         c)       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent functions):

         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual  report  whether  there were  significant  changes  in  internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date:  July 29, 2003

                                           /s/ Scott Gawel
                                           ------------------------------------
                                           Scott Gawel
                                           Vice President, Finance and
                                           Acting Chief Financial Officer
                                           (Principal Financial and Accounting
                                           Officer)