As filed with the Securities and Exchange Commission on December 23, 2002

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 20-F

|o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934                              
|- | ----------------------------------------------------------------------------------------------------------------------------
|  | OR                                                                                                                          
|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the fiscal year ended June 30, 2002
|  | OR                                                                                                                          
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934                                    

Commission file number: 000-30838

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INFOVISTA S.A.(Exact name of Registrant as specified in its charter)

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|                                                              |                                                                                                            |                                                                  
|------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------
|Not Applicable(Translation of Registrant's name into English) | 6, rue de la Terre de Feu
91940 Les Ulis
France
(33-1) 64-86-79-00(Address of principal executive offices) | Republic of France(Jurisdiction of incorporation or organization)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities
registered or to be registered pursuant to Section 12(g) of the Act:

Title
of Class:

American
Depositary Shares, each representing one Ordinary Share, nominal value (euro) 0.54 per share

Ordinary
Shares, nominal value (euro) 0.54 per share*

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

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Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

19,859,807
ordinary shares

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.

Yes ý        No o

Indicate
by check mark which financial statement item the Registrant has elected to follow.

Item
17 o        Item 18 ý

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TABLE OF CONTENTS



|                                                                 |  |      |  |                                                                
|---------------------------------------------------------------- |  | ---- |  | ---------------------------------------------------------------
|PART I                                                          
|ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE              
|ITEM 3.    KEY INFORMATION                                      
|                                                                 |  | 3.1  |  | Selected Financial Data                                        
|                                                                 |  | 3.2  |  | Exchange Rate Information                                      
|                                                                 |  | 3.3  |  | Risk Factors                                                   
|ITEM 4.    INFORMATION ON THE COMPANY                           
|                                                                 |  | 4.1  |  | General Information Concerning the Company                     
|                                                                 |  | 4.2  |  | General Information Concerning the Share Capital of the Company
|                                                                 |  | 4.3  |  | Business Overview                                              
|                                                                 |  | 4.4  |  | Industry Background                                            
|                                                                 |  | 4.5  |  | The InfoVista Solution                                         
|                                                                 |  | 4.6  |  | Strategy                                                       
|                                                                 |  | 4.7  |  | Description of our Business                                    
|                                                                 |  | 4.8  |  | Products                                                       
|                                                                 |  | 4.9  |  | Products in Development                                        
|                                                                 |  | 4.10 |  | Services                                                       
|                                                                 |  | 4.11 |  | Geographical Breakdown of Revenues                             
|                                                                 |  | 4.12 |  | End-users                                                      
|                                                                 |  | 4.13 |  | Sales and Marketing                                            
|                                                                 |  | 4.14 |  | Strategic Relationships                                        
|                                                                 |  | 4.15 |  | Competition                                                    
|                                                                 |  | 4.16 |  | Intellectual Property                                          
|                                                                 |  | 4.17 |  | Insurance                                                      
|                                                                 |  | 4.18 |  | Communications                                                 
|                                                                 |  | 4.19 |  | Personnel                                                      
|                                                                 |  | 4.20 |  | Research and Development                                       
|                                                                 |  | 4.21 |  | Facilities                                                     
|                                                                 |  | 4.22 |  | Legal Proceedings                                              
|                                                                 |  | 4.23 |  | Seasonality                                                    
|                                                                 |  | 4.24 |  | Raw Materials                                                  
|                                                                 |  | 4.25 |  | Material Effect of Government Regulations                      
|                                                                 |  | 4.26 |  | Organizational Structure                                       
|                                                                 |  | 4.27 |  | Industrial and Environmental Risks                             
|ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS         
|                                                                 |  | 5.1  |  | Overview                                                       
|                                                                 |  | 5.2  |  | Recent Developments                                            
|                                                                 |  | 5.3  |  | Revenues                                                       
|                                                                 |  | 5.4  |  | Cost of Revenues                                               
|                                                                 |  | 5.5  |  | Operating Expenses                                             
|                                                                 |  | 5.6  |  | Period-to-Period Variability                                   
|                                                                 |  | 5.7  |  | Results of Operations                                          
|                                                                 |  | 5.8  |  | Liquidity and Capital Resources                                
|                                                                 |  | 5.9  |  | The Euro                                                       
|                                                                 |  | 5.10 |  | Critical Accounting Policies                                   
|                                                                 |  | 5.11 |  | Forward Looking Statements                                     

2

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|ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                 
|----------------------------------------------------------------------
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS          
|                                                                      
|                                                                      
|                                                                      
|ITEM 8.    FINANCIAL INFORMATION                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|ITEM 9.    THE OFFER AND LISTING                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|ITEM 10.    ADDITIONAL INFORMATION                                    
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|                                                                      
|                                                                      
|ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES    
|                                                                      

3

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|PART II                                                                                 
|----------------------------------------------------------------------------------------
|ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                             
|ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|                                                                                        
|                                                                                        
|PART III                                                                                
|ITEM 15.    CONTROLS AND PROCEDURES                                                     
|ITEM 16.    [RESERVED]                                                                  
|ITEM 17.    FINANCIAL STATEMENTS                                                        
|ITEM 18.    FINANCIAL STATEMENTS                                                        
|ITEM 19.    EXHIBITS                                                                    
|Index to the Consolidated Financial Statements                                          

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PART I

ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3.    KEY INFORMATION

3.1    Selected Financial Data

You should read the following selected consolidated financial data together with the section entitled "Operating and Financial Review and Prospects" and our
consolidated financial statements.

The
table below sets forth selected consolidated financial data as of and for each of the five financial years ended June 30, 2002, 2001, 2000, 1999 and 1998. The data for the
years ended and at June 30, 2002, 2001, 2000, 1999 and 1998 are derived from our consolidated financial statements, which have been audited by independent accountants, PricewaterhouseCoopers.
The audited consolidated financial
statements for the years ended June 30, 2002, 2001 and 2000 and at June 30, 2002 and 2001 appear elsewhere in this report.

All
financial data set forth in the following tables are derived from financial statements prepared in accordance with U.S. GAAP. For your convenience, we have also presented U.S. dollar
amounts, calculated at the rate of U.S.$ 1.00 = € 1.0080 (€ 1.00 = U.S.$ 0.99210), which was the noon
buying rate on December 11, 2002.

|                                                                                                                    |                        | Year ended June 30, |       
|------------------------------------------------------------------------------------------------------------------- | ---------------------- | ------------------- | ------
|
|
|
|Consolidated Statement of Income and Comprehensive Income Data:                                                     |                        |                     |       
|Revenues                                                                                                            |                        |                     |       
|                                                                                                                    | License revenues       |                     | 18,150
|                                                                                                                    | Service revenues       |                     | 10,815
|                                                                                                                    |                        |                     |       
|                                                                                                                    |                        | Total revenues      |       
|Cost of revenues(exclusive of non-cash compensation expense of $ 83, € 83, € 146, € 215, € 32 and € 1 respectively) |                        |                     |       
|                                                                                                                    | Cost of Licenses       |                     | 946   
|                                                                                                                    | Cost of Services       |                     | 5,906 
|                                                                                                                    |                        |                     |       
|                                                                                                                    | Total cost of revenues |                     | 6,851 
|                                                                                                                    |                        |                     |       
|                                                                                                                    | Gross profit           |                     | 22,113

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|Operating expenses:              |                                                                                                                                              |  |            |   |            |   |            |   |           |   |           |   |          
|-------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- | - | ---------- | - | ---------- | - | --------- | - | --------- | - | ---------
|                                 | Selling and marketing expenses (exclusive of non-cash compensation expense of $ 129, € 129, € 309, € 361, € 43 and € 3 respectively)         |  | 16,468     |   | 16,600     |   | 16,574     |   | 8,589     |   | 2,807     |   | 1,401    
|                                 | Research and development expenses (exclusive of non-cash compensation expense of $ 51, € 51, € 155, € 231, € 38 and € 14 respectively)       |  | 7,126      |   | 7,183      |   | 4,640      |   | 1,952     |   | 1,063     |   | 766      
|                                 | General and administrative expenses (exclusive of non-cash compensation expense of $ 54, € 53, € 1,619, € 600, € 441 and € 588 respectively) |  | 6,925      |   | 6,980      |   | 7,629      |   | 3,184     |   | 1,689     |   | 804      
|                                 | Stock compensation expense                                                                                                                   |  | 314        |   | 317        |   | 2,229      |   | 1,407     |   | 554       |   | 606      
|                                 | Restructuring costs                                                                                                                          |  | 1,684      |   | 1,697      |   |           |   |          |   |          |   |         
|                                 | Consulting fee                                                                                                                               |  | 675        |   | 680        |   |           |   |          |   |          |   |         
|                                 | Write-off of goodwill                                                                                                                        |  | 1,826      |   | 1,841      |   |           |   |          |   |          |   |         
|                                 | Amortization of goodwill and purchased intangible assets                                                                                     |  | 377        |   | 380        |   | 513        |   |          |   |          |   |         
|                                 |                                                                                                                                              |  |            |   |            |   |            |   |           |   |           |   |          
|                                 | Total operating expenses                                                                                                                     |  | 35,395     |   | 35,678     |   | 31,585     |   | 15,132    |   | 6,113     |   | 3,576    
|                                 |                                                                                                                                              |  |            |   |            |   |            |   |           |   |           |   |          
|                                 | Operating loss                                                                                                                               |  | (13,282    | ) | (13,388    | ) | (10,701    | ) | (7,547    | ) | (4,939    | ) | (2,983   
|                                 |                                                                                                                                              |  |            |   |            |   |            |   |           |   |           |   |          
|                                 | Other income (expense)                                                                                                                       |  | 1,450      |   | 1,462      |   | 4,319      |   | 574       |   | 464       |   | 58       
|                                 |                                                                                                                                              |  |            |   |            |   |            |   |           |   |           |   |          
|                                 | Loss before income taxes and minority interest                                                                                               |  | (11,832    | ) | (11,926    | ) | (6,382     | ) | (6,973    | ) | (4,475    | ) | (2,925   
|                                 | Income tax (expense) benefit                                                                                                                 |  | (12        | ) | (12        | ) | (2         | ) |          |   | 13        |   | 83       
|                                 | Minority interest                                                                                                                            |  | 34         |   | 34         |   | 68         |   | 17        |   |          |   |         
|                                 |                                                                                                                                              |  |            |   |            |   |            |   |           |   |           |   |          
|                                 | Net loss                                                                                                                                     |  | (11,810    | ) | (11,904    | ) | (6,316     | ) | (6,956    | ) | (4,462    | ) | (2,842   
|                                 | Other comprehensive (loss) gain, net of tax: Foreign currency translation adjustments                                                        |  | (163       | ) | (164       | ) | 297        |   | (615      | ) | (258      | ) | (12      
|                                 |                                                                                                                                              |  |            |   |            |   |            |   |           |   |           |   |          
|                                 | Comprehensive loss                                                                                                                           |  | (11,973    | ) | (12,068    | ) | (6,019     | ) | (7,571    | ) | (4,720    | ) | (2,854   
|                                 |                                                                                                                                              |  |            |   |            |   |            |   |           |   |           |   |          
|                                 | Basic and diluted loss per share                                                                                                             |  | (0.60      | ) | (0.60      | ) | (0.34      | ) | (0.89     | ) | (0.65     | ) | (0.41    
|                                 | Basic and diluted weighted average shares outstanding                                                                                        |  | 19,733,253 |   | 19,733,253 |   | 18,851,731 |   | 7,772,868 |   | 6,884,708 |   | 6,884,708
|Other Financial Data:            |                                                                                                                                              |  |            |   |            |   |            |   |           |   |           |   |          
|                                 | Purchase of fixed assets                                                                                                                     |  | (1,538     | ) | (1,550     | ) | (4,081     | ) | (788      | ) | (423      | ) | (138     
|                                 | Net cash used by operating activities                                                                                                        |  | (5,228     | ) | (5,270     | ) | (1,604     | ) | (7,778    | ) | (3,477    | ) | (769     
|                                 | Depreciation and amortization                                                                                                                |  | 1,818      |   | 1,832      |   | 1,525      |   | 222       |   | 142       |   | 77       
|Consolidated Balance Sheet Data: |                                                                                                                                              |  |            |   |            |   |            |   |           |   |           |   |          
|                                 | Cash and cash equivalents                                                                                                                    |  | 49,827     |   | 50,226     |   | 62,904     |   | 2,950     |   | 2,250     |   | 4,727    
|                                 | Working capital (current assets less current liabilities)                                                                                    |  | 52,728     |   | 53,150     |   | 62,775     |   | 4,649     |   | 1,470     |   | 4,332    
|                                 | Fixed assets, net                                                                                                                            |  | 4,406      |   | 4,441      |   | 4,758      |   | 1,156     |   | 529       |   | 210      
|                                 | Total assets                                                                                                                                 |  | 72,946     |   | 73,530     |   | 85,000     |   | 20,146    |   | 5,415     |   | 6,350    
|                                 | Total current liabilities                                                                                                                    |  | 12,749     |   | 12,851     |   | 11,983     |   | 13,421    |   | 2,606     |   | 1,154    
|                                 | Total non-current liabilities                                                                                                                |  | 61         |   | 61         |   | 448        |   | 668       |   | 485       |   | 565      
|                                 | Shareholders' equity                                                                                                                         |  | 60,137     |   | 60,618     |   | 72,569     |   | 6,004     |   | 2,324     |   | 4,631    
|                                 | Capital stock(1)                                                                                                                             |  | 95,729     |   | 96,495     |   | 96,252     |   | 24,560    |   | 13,100    |   | 9,582    

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3.2    Exchange Rate Information

In this report, all references to the "euro" or "€" are to the lawful currency of the French Republic and certain other member states of the
European Union participating in the European Monetary Union. Beginning January 1, 2002, the participating member states have issued new euro-denominated bills and coins for use in
cash transactions. On February 17, 2002, France withdrew

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the bills and coins denominated in local currency from circulation, and these bills and coins are no longer legal currency for any transaction. All references to the "U.S. dollar" or "$" are to the
lawful currency of the United States of America and all references to the "French franc" are to the former lawful currency of the French Republic.

For
your convenience, this report contains translations of certain euro amounts into U.S. dollars. Unless otherwise indicated, dollar amounts have been translated from euros at the rate
of $ 1.00 = € 1.0080, the noon buying rate in euros on December 11, 2002. The noon buying rate is the exchange rate in New York City for cable
transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. This does not mean that we actually converted these amounts into U.S. dollars at that rate
and you should not assume that they could have been converted at that or any other rate.

On
March 10, 2000, we changed our share capital to euro. Fluctuations in the exchange rate between the euro and the U.S. dollar will affect the U.S. dollar price of our American
Depository Shares ("ADSs") on the Nasdaq National Market ("Nasdaq").

In
order that you may ascertain how the trends in our financial results might have appeared had they been expressed in U.S. dollars, the following table shows the euro/U.S. dollar
exchange rate based on the noon buying rate expressed in euros per $ 1.00.

|                                          |  | Period end rate |  | Average rate(1) |  | High |  | Low 
|----------------------------------------- |  | --------------- |  | --------------- |  | ---- |  | ----
|
|December 2002 (through December 11, 2002) |  | 0.99            |  | 1.00            |  | 1.01 |  | 0.99
|November 2002                             |  | 1.01            |  | 1.00            |  | 1.01 |  | 0.98
|October 2002                              |  | 1.02            |  | 1.02            |  | 1.03 |  | 1.01
|September 2002                            |  | 1.01            |  | 1.02            |  | 1.04 |  | 1.01
|August 2002                               |  | 1.02            |  | 1.02            |  | 1.03 |  | 1.01
|July 2002                                 |  | 1.02            |  | 1.01            |  | 1.02 |  | 0.98
|June 2002                                 |  | 1.00            |  | 1.05            |  | 1.07 |  | 1.00
|Year Ended June 30,                       |  |                 |  |                 |  |      |  |     
|2002                                      |  | 1.00            |  | 1.12            |  | 1.19 |  | 1.00
|2001                                      |  | 1.18            |  | 1.12            |  | 1.21 |  | 1.05
|2000                                      |  | 1.05            |  | 1.01            |  | 1.12 |  | 0.92
|1999(2)                                   |  | 0.97            |  | 1.11            |  | 1.18 |  | 1.05
|1998(2)                                   |  | 0.92            |  | 0.91            |  | 0.96 |  | 0.87

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3.3    Risk Factors

You should carefully consider the following factors and the other information in this report before deciding to invest in our shares.

3.3.1    Risks Related to our Business

Our limited operating history makes it difficult for investors to predict how our business and our future operating results will develop

We began our current activities in 1995. From that time, we have been developing the technology that forms the basis of our products. We began generating sales
from early versions of our base

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product, the InfoVista Engine (now InfoVista Runtime/Workshop), in May 1997. Accordingly, we have a limited operating history as a developer and provider of service level management ("SLM")
products upon which an evaluation of our business and prospects can be based, and we face many of the risks and uncertainties encountered by emerging companies in rapidly evolving markets,
particularly companies in the competitive software industry. In addition, because of our limited operating history, we have limited experience and insight into trends that may emerge and affect our
business.

We have incurred losses, we may continue to incur losses and we cannot guarantee that we will achieve profitability

Since we began our current activities in 1995, we have experienced operating losses in each quarter. We had net losses of
€ 11.9 million, € 6.3 million, and € 7.0 million, for the fiscal years 2002, 2001 and 2000,
respectively. As at June 30, 2002 cumulative losses amounted to € 34.6 million. Our current business plan targets profitability in fiscal year 2005, although
we may experience one or more profitable quarters during fiscal year 2004. We cannot guarantee that we shall attain this target of profitability and if we do achieve it, we may not be able to sustain
or increase profitability in the future. In particular, our ability to attain this target would be harmed if the current economic downturn deepens or in certain acquisition scenarios, as discussed in
the risk factor "Our inability to acquire and integrate other businesses, products or technologies could seriously harm our competitive position". We
expect our operating expenses to remain stable, therefore, to achieve and maintain profitability in light of stabilization in operating expenses, we shall have to increase revenues. We cannot assure
you that our
revenues will continue to increase or that revenue growth that is achieved can be sustained. If we do not increase revenues, we could experience losses and our operating results could be seriously
harmed. We are also subject to legal limitations on our use of net operating loss carry forwards for tax purposes.

We expect that our quarterly operating results will fluctuate and this could cause our stock price to fluctuate or decline

Our quarterly operating results have varied significantly in the past and will likely vary significantly in the future. As a result, we believe that
period-to-period comparisons of our operating results are not meaningful and should not be relied upon as indicators of our future performance. If our quarterly revenues and
operating results fail to meet or exceed the expectations of securities analysts and investors, the market price of our common stock could fall substantially. Operating results vary depending on a
number of factors, many of which are outside our control, including:



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In
addition, our business has experienced and may continue to experience significant seasonality. Sales of products and services such as ours in Europe and certain other parts of the
world are typically adversely affected in the quarter ending September 30, as many clients reduce their business activities during the summer months. We believe that these trends are likely to
continue to result in significant seasonal fluctuations in our quarterly results.

We
anticipate that the average size of individual client orders may increase as we focus on larger business accounts. As a result, a delay in receiving an order, even from just one
account, could have a significant negative impact on our quarterly operating results. Finally, because of the structure of our sales incentives and our clients' budgeting procedures, we typically
realize a significant portion of software license revenues in the last month of a quarter, frequently in the last weeks or even days of a quarter. Software license revenues in any quarter are
difficult to forecast because they are substantially dependent on orders booked and shipped in that quarter. A delay in an anticipated sale past the end of a particular quarter could therefore
negatively impact our operating results for that quarter.

Because we rely on the InfoVista product line and related services for the majority of our revenues today, our failure to commercialize them
successfully or to offer other products could weaken our competitive position and adversely affect our results of operations

We currently derive the majority of our revenues from licensing fees and services related to our InfoVista product family, which includes the InfoVista Runtime
Server, the InfoVista Workshop Server, VistaViews, VistaPortal Standard Edition, VistaNext, VistaMart, VistaPortal, Vista Plug-ins, VistaLink, VistaBridge and VistaAPI. As we acquire
companies or businesses, we shall have additional products in our range. We expect that revenues from the InfoVista product line and related services will continue to account for a substantial part of
our revenues for the foreseeable future. Broad market acceptance of these products is, therefore, critical to our future success and any factor adversely affecting sales or pricing levels of these
products could have a material adverse effect on our business, results of operations and financial condition. In addition, we cannot assure you that market acceptance of our products will increase or
even remain at current levels. Factors that may affect the market acceptance of our products include the availability and price of competing products and technologies and the
success of our sales efforts and those of our marketing partners. Our future performance will also depend in part on the successful development, introduction and market acceptance of new and enhanced
products. We cannot assure you that any such new or enhanced products will be successfully developed, introduced and marketed, and failure to do so would have a material adverse effect on our
business, results of operations and financial condition. Furthermore, in order to be successful in this emerging market, we must be able to differentiate ourselves from our competitors through our
products and service offerings and brand name recognition. We may not be successful in differentiating ourselves or achieving widespread market acceptance of our software and services. In addition,
organizations that have already invested substantial resources in other methods of managing their computer hardware and software systems may be reluctant or slow to adopt a new approach that may
replace, limit or compete with their existing management systems.

Our markets are highly competitive and we may not be able to compete effectively

Our software is designed for use in the relatively new, rapidly evolving and highly competitive SLM market, and is targeted to the Operational Support Systems
("OSS") segment. Competition in this market and segment is intense. Our failure to maintain and enhance our competitive position could seriously harm our ability to license our products and sell our
services and, therefore, our operating results. Our primary source of competition comes from suppliers of comparable products. For sources of actual or potential competition please see "Item 4.15.
Competition".

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Moreover, we anticipate that our competitors will introduce additional competitive products, particularly if demand for network management software products increases, which may reduce
future market acceptance of our products. In addition, new competitors could enter the SLM market and offer alternative products, which may impact the market acceptance of our products. This could
result in price reductions, reduced gross margins and loss of market share. Some of our competitors have longer operating histories and significantly greater financial, technical and marketing
resources than we have. Many of these companies have more extensive client bases and broader client relationships than we have, including relationships with many of our current and potential clients.
Some of these companies also have more established customer support and professional services organizations than we have. We cannot assure you that we will be able to compete effectively against our
current and future competitors.

Our failure to attract new clients could cause our revenues to decline

We need to attract new clients or our revenues could decline. We intend to continue to develop our market share with our core telecommunications and service
provider clients and to use the expertise that we have developed with these clients to develop additional market share with other Information Technology ("IT")-intensive organizations. Our ability to
attract new clients depends on a variety of factors, including the reliability, security, flexibility, scalability, price and cost-effectiveness of our software and services as well as our
ability to market our software and services effectively.

Our failure to obtain additional large clients could cause our revenues to decline

For the years ended June 30, 2002 and 2001, our five largest clients accounted for approximately 26.3% and 25.8%, respectively, of our total revenues and
our ten largest clients accounted for approximately 38.1% and 34.4%, respectively, of our total revenues. We anticipate that revenues from large contracts with a small number of clients will continue
to be an important part of our operating results in any given period. We expect that the composition of that small group of clients will continue to change over time so that the achievement of our
long-term revenue goals will require us to obtain additional large clients on an ongoing basis. Our failure to enter into a sufficient number of large contracts during a particular period
could harm our operating results.

Because our revenues depend on service providers, including telecommunications companies, adverse trends in these clients' markets could have a material
adverse effect on our results of operations

We generated approximately 69.5% of our total revenue for the year ended June 30, 2002, from end-users in the service provider industry, which
includes telecommunications companies, Internet Service Providers ("ISPs"), Application Service Providers ("ASPs") and outsourcers of IT services such as Management Service Providers ("MSPs"). A
significant portion of our revenues is expected to continue to be attributable to sales of products to telecommunications clients. Our future performance depends significantly upon the
telecommunications market generally. If the economic downturn continues to affect this market into the foreseeable future, it could have harmful effects on our business, results of operations and
financial condition. In particular, if telecommunications clients decreased the incorporation of our solutions as part of their product and service offerings to end-users, our business
would be harmed. It would also affect our ability to collect payments due from clients. The actual or potential insolvency of any of our telecommunications clients could cause us to recognize
provisions for doubtful accounts receivable or defer additional revenues on new sales. Any of these events could have a material adverse effect on our business, operating results and financial
condition.

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Our software requires the use of third-party software and our business could be seriously harmed if we fail to obtain or embed it effectively in our
software

We license third-party software and embed it into our products. In particular, we license software from eXcelon Corporation (formerly, Object Design, Inc.)
that is integrated with internally developed software and used in our products to perform key functions. On August 23, 2000, we entered into a contract with eXcelon Corporation to renew our
license, which will expire December 31, 2007. Although we have negotiated licenses on commercially reasonable terms for third-party software, we cannot guarantee that such third-party software
licenses will continue to be available to us on commercially reasonable terms, if at all. Although we believe that alternative software is available from other third-party suppliers for most of the
third-party software that we use, if we are unable to maintain the third-party software licenses, we could face delays or reductions in our product shipments until equivalent software is developed
internally or is identified, licensed from third parties and integrated with our software. Any such delays or reductions would have a material adverse effect on our business, operating results and
financial condition. In addition, the inability of these third parties to enhance their products in a timely and cost-effective manner in response to changing client needs, industry
standards or technological developments could adversely affect our business. Any of these events could result in shipment delays or reductions in the sale of our software and could require us to
redesign our products. Furthermore, we might be forced to limit the features available in our current or future software products. Either alternative could seriously harm our business and operating
results.

The inability of our products to operate with the products used by our present and potential clients could harm our revenues

Our products are designed to operate on a variety of hardware and software platforms employed by our clients in their networks. We must continually modify and
enhance our products to keep pace with changes in hardware and software platforms and database technology. As a result, uncertainties related to the timing and nature of new product announcements,
introductions or modifications by hardware and software vendors could materially adversely impact our business, operating results or financial condition. The inability of our products to operate with
the hardware and software platforms used by our present and potential clients could harm our revenue, business, operating results or financial condition.

Defects in our products could harm our reputation and expose us to potential liability

Software products such as ours often contain errors or defects when first introduced or when new versions or enhancements are released. If errors or defects are
discovered in our current or future products, we may not be able to correct them in a timely manner, or at all. We believe that we maintain adequate worldwide product liability insurance. However, any
insurance would only partially offset the cost of correcting significant errors or defects. We may therefore need to expend significant capital resources in order to eliminate or work around errors
and defects. Errors and defects in our products may result in the loss of, or a delay in, market acceptance of our products, the diversion of development resources, damage to our reputation and
increased service and warranty costs. Many of our clients use our products to monitor and manage business-critical applications. Because of this, errors, defects or other performance problems in our
software could result in significant financial or other damage to our clients. As a result, our clients could pursue claims against us. A product liability claim brought against us, even if not
successful, would be likely to be time consuming and costly to defend and could adversely affect our marketing efforts.

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Our failure to adapt to rapid changes in technology or to develop and introduce new products or enhancements to existing products could seriously reduce
the demand for our products

The market in which we compete is characterized by rapid changes in customer needs, technology and competing products. Existing products become obsolete and
unmarketable when products using new technologies are introduced and new industry standards emerge. For example, our products are designed mainly to use the industry-standard Simple Network Management
Protocol ("SNMP") and to interact with and report on industry-standard operating systems. New technologies could change the way products like ours are sold or delivered. As a result, the life cycles
of our products may be very short. We will need to develop and introduce new products and make enhancements to our existing products. Our products are complex, and new products and product
enhancements require long development and testing periods. We may not be able to develop new products or enhance or modify
our existing products or may experience delays in new product releases in the future. If we fail to develop new technologies, or to develop and deploy new product releases or enhanced products on a
timely basis, or if our products do not gain market acceptance, our revenues would decline and market perception of our Company would be harmed.

Our products have a long and variable sales cycle making it difficult to determine if and when a sale will occur

Our products have a long and variable sales cycle, which is typically between three and six months in duration. The reasons for the long sales cycle include the
following:



As
a result of the long and unpredictable sales cycle, we face difficulty in completing sales, which can cause us to incur costs and mobilize resources with no resulting revenue, and
which, in addition, can cause our quarterly operating results to vary widely.

Our failure to adequately protect our intellectual property could harm our competitive market position

Our success depends upon our proprietary technology. We rely on a combination of patent, trademark, copyright and trade secret law and contractual restrictions to
protect the proprietary aspects of our technology. These legal protections afford only limited protection. Our failure to protect our technology adequately may lead to the development of similar
technology by third parties and reduce our software license revenues. We have two French patents issued. One of these patents is for a performance measurement and service quality monitoring system and
process for an information system. The other is for a modeling process for an information system, in particular with a view to monitoring the quality-of-service and a
measurement and modeling system implementing this process. Both French patents expire on January 29, 2017. Both of the patents have received extensions in the United States, with two U.S.
patents issued which expire on January 29, 2018, and we also have extensions pending in Europe. We have registered the trademark "InfoVista" in a number of countries, including in Europe (as a
Community Trademark) and the United States, and have trademark applications pending in a
number of jurisdictions. Litigation may be necessary to enforce our intellectual property rights and to determine the validity and scope of the proprietary rights of others. Any litigation could
result in substantial costs to us and the diversion of resources and could seriously

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harm our operating results. We may not prevail in any such litigation and our intellectual property rights may be found invalid or unenforceable. If we do not receive a particular patent, our
competitors will not be restricted from developing and operating independently technology that is similar to any of our unpatented technology. If we do not receive a trademark registration, we can
still use that trademark, but our rights may be weaker than if it were registered. In addition, we have acquired some of the technology underlying our software internationally, and we sell our
software internationally, and the laws of many countries do not protect our proprietary rights to the same extent as the laws of the United States and Europe.

Claims that our products infringe the proprietary rights of others could harm our sales and increase our costs

Other companies or individuals, including our competitors, may have or obtain patents or other proprietary rights that could prevent, limit or interfere with our
ability to make, use or sell our software. Furthermore, companies in the software market are increasingly bringing suits alleging infringement of their proprietary rights by others, particularly
patent rights. As a result, we may be held by a court to have infringed on the proprietary rights of others. We have received, and may in the future receive, communications alleging possible
infringement by us of patents and other intellectual property rights of others. We could incur substantial costs to defend any litigation brought against us, regardless of its merits, and our failure
to prevail in intellectual property litigation could force us to do one or more of the following:



Our inability to maintain and establish new relationships with strategic partners and other indirect sales relationships could cause our revenues to
decline

Our sales strategy requires that we establish and develop long-term relationships through indirect sales channels. Our indirect sales channels include
systems integrators who offer IT integration and project management services to their customers and provide our products as a part of a broader solution; original equipment manufacturers ("OEMs"), who
incorporate our products into their own products; and technology consultants who are typically providing wide ranging consulting services to their clients and refer those clients either directly to us
or to one of our systems integrators for the supply of products and/or services. We have also developed strategic joint product development and marketing relationships which include developing
compatible products, cross training personnel and implementing joint marketing. We intend to continue to develop new relationships with indirect sellers and strategic marketing partners. Our success
will depend in large part on our ability to develop and maintain these additional relationships and on the performance and success of these third parties. We may not be able to further develop and
fully benefit from our existing relationships. In addition, we have established these relationships recently, and we cannot predict the extent to which our indirect channels will be successful in
marketing our products or the degree to which we will be able to develop compatible products or successfully joint market programs. If we are unable to establish and maintain these new relationships,
our future sales volume may decline. Our current agreements with our strategic marketing partners and indirect channels do not prevent them from selling products of other companies, including products
that may compete with our products. These strategic marketing partners and indirect channels could give higher priority to another company's software or to their own products than they give to ours.
In addition, we generally sell our products to our indirect channels at a discount

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to our prices for direct sales. As a result, an increase in sales through indirect channels would reduce our gross margins.

Our inability to hire and retain research and development engineers, sales persons and qualified service personnel would limit our revenue growth

We believe that research and development is at the core of our business. We need engineers to develop the programs that address our customers' needs. Our
engineers must not only develop new products, but also upgrade existing products and solve any problems that may arise with our software. There is intense competition for qualified personnel in the
software industry and relatively few people with the highly specialized technical training and experience that we require. Our inability to hire engineers may delay the development, launch and update
of our products, and our reputation and revenues could be harmed.

To
date, we rely upon our sales force for a significant portion of our revenues. Competition for qualified sales personnel is intense, and we may not be able to hire as many qualified
individuals as we may require in the future. In addition, we may not be successful in managing an expanded sales force or in increasing its productivity. Because sales personnel need to be experienced
in our market, may require extensive training and may take six months or longer to achieve full productivity, it is important that we retain experienced sales people in order to maintain the quality
of service and volume of sales.
These factors may have an adverse effect on our ability to manage and optimize our sales force and so to realize increased sales.

We
believe that growth in our product license revenues depends in part on our ability to provide our clients with professional services and to educate third-party resellers on how to
provide similar services. However, competition for such personnel is also very intense, and if we are unable to attract, train or retain the number and caliber of staff that our business needs, our
reputation, revenues and customer satisfaction could be harmed.

Our inability to hire and retain key personnel would slow our growth

Our business is dependent on our ability to hire, retain and motivate highly qualified senior management and other key personnel. Our performance is substantially
dependent on the performance of key technical and senior management personnel. We do not maintain key person life insurance policies on any of our employees. Qualified individuals are in high demand
and we may not be able to attract the personnel we need. The loss of the services of any of our senior management or our inability to attract qualified additional personnel could harm our business.

In
order to retain and motivate our highly qualified personnel, we have implemented several stock option plans for the benefit of some of our employees and senior management, expanded
our employee participation plans through the implementation of a profit sharing plan and savings plan, and issued warrants. We cannot however assure that these measures will be sufficient to retain
and motivate the necessary qualified personnel.

Our inability to manage our growth and expansion effectively could seriously harm our ability to effectively run our business

Our historical growth has placed, and our intended future growth is likely to continue to place, a significant strain on our management, as well as financial,
personnel and other resources. We have grown from 62 employees as of June 30, 1999 to 227 employees as of June 30, 2002 and our total revenues have grown from
€ 2.8 million in fiscal year 1999 to € 29.2 million in fiscal year 2002. Since our creation, we have expanded geographically in
Europe, across the United States, and since 2000, in Asia-Pacific. To effectively manage growth, in particular for the more geographically remote locations, we will need to implement
additional management information systems, improve our operating,

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administrative, financial and accounting systems and controls, train new employees and maintain close coordination among our executive, engineering, accounting, finance, marketing, sales and
operations organizations. Any failure to manage growth effectively could seriously harm our ability to respond to clients and negatively impact the quality of our software and services and our
operating results.

We will be increasingly susceptible to risks associated with our international operations, which could harm our operating results

Our international expansion will subject us to a variety of risks, including:



Any
of these factors could harm our operating results. In addition, it is possible that the relevant tax authorities may review our prior and future intragroup arrangements, which may
adversely impact the tax treatment of our income for those periods. In the future, our international revenues may be increasingly denominated in local currencies. Because we do not have a hedging
program, we are vulnerable to adverse fluctuations in foreign currency, which may reduce revenues from outside the euro zone.

Our business may be harmed by incidents of and consequences of acts of domestic and international terrorism, war and revolutions

The attacks on U.S. cities in September 2001 and the global security consequences had an adverse effect on our business and the businesses of our clients.
In particular, a number of our potential customers were directly or indirectly affected by the attacks. As a consequence, capital investment decisions were deferred or cancelled in the period
following these specific events. Any future similar events or domestic or international conflict, terrorism, war or revolution may have further adverse consequences for our business.

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Our inability to acquire and integrate other businesses, products or technologies could seriously harm our competitive position

In order to remain competitive, we may acquire additional businesses, products or technologies. We are pursuing and will continue to pursue potential acquisition
projects in upcoming months. Regarding such acquisition candidates, we may not be successful in negotiating the terms of the acquisition, financing the acquisition or effectively integrating the
acquired business, product or technology into our existing
business and operations. Further, completing a potential acquisition and integrating an acquired business will divert significant management time and resources. If we consummate any significant
acquisitions using stock or other securities as consideration, your equity in us could be significantly diluted. If we make any significant acquisitions using cash consideration, we may be required to
use a substantial portion of our available cash. In addition, we may be required to amortize and/or write-off significant amounts of goodwill and other intangible assets in connection with
future acquisitions, which could seriously harm our financial results. If we acquire a loss-making company, the acquisition will increase the group's losses and will affect our
profitability targets and our operating results. If an acquisition project does not go to term, the external advisors costs incurred will be added to our general and administrative expenses and will
therefore affect our profitability target and operating results.

In the future, we may not be able to secure financing necessary to operate our business as planned

We believe our current cash balances and cash provided by future operations should be sufficient to meet our anticipated cash needs for working capital and
capital expenditure requirements for at least the next 18 months, excluding any exceptional costs such as acquisitions. Our business and operations may consume resources faster than we
anticipate. In the future, we may need to raise additional funds for these purposes. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on
acceptable terms, we may be unable to fund the expansion of our sales and marketing and research and development efforts or take advantage of acquisition or other opportunities, which could seriously
harm our business and operating results. If we issue debt, the debt holders would have rights senior to shareholders to make claims on our assets and the terms of any debt could restrict our
operations, including our ability to pay dividends on our common stock. Furthermore, if we issue additional equity securities, shareholders may experience dilution, and the new equity securities could
have rights senior to those of our shares.

We are incurring compensation and other costs relating to our stock option plans and warrants, which adversely affects our margins and our results of
operations and may increase our tax liability

We have granted options and issued warrants to our employees on various occasions. In addition, certain principal shareholders sold shares to some of our
employees pursuant to certain repurchase options granted to such employees by such shareholders. Under U.S. GAAP, some of these grants, issues or sales are treated as additional employee compensation,
which we reflect as stock compensation in our financial statements. We recognized approximately € 4.0 million in stock compensation expense from July 1, 1999
through June 30, 2002. We expect the remaining costs associated with these plans to amount to a total of approximately € 0.04 million for the fiscal year
2003.

In
addition, French fiscal law allows for a favorable tax regime for options provided that, among other considerations, the shares resulting from the exercise of options, by employees
who were resident in France at the date of grant, are not sold for a period of either 4 years or 5 years (depending upon the deemed date of grant) from the date of grant of the options.
Our existing stock option plans are not structured to enforce this holding period. If any of our employees who were French residents at the
date of grant of the options, exercises the options and sells the resulting shares before the end of the relevant 4 or 5 year holding period, we could be required to pay French social charges
on those amounts. If the resulting shares are sold or transferred prior to the expiration of the applicable holding

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period, a less favorable tax regime applies to the employee. For this reason, we do not consider the premature sale of such shares very probable and accordingly we have not made a provision in our
financial statements for this potential risk. In the event that such employees exercised their options and sold the resulting shares prior to the expiration of the 4 or 5 year holding period,
we would have to pay social charges in an amount equivalent to approximately 45% of the difference between the market price at the date of the exercise and the exercise price.

During
the fiscal year ended June 30, 2002, we carried out a stock option cancellation and re-grant scheme in such a way that it did not generate significant stock
compensation charges to our operating results. We do not currently anticipate effecting a new stock option cancellation and re-grant scheme in such a way that it would generate significant
stock compensation charges to our operating results, however, we cannot exclude that possibility in the future, nor can we exclude the possibility that the accounting rules may be changed
retroactively such that we may be obliged to record variable stock compensation arising from a stock option re-pricing. If the exercise price of the re-granted options under a
stock option re-pricing scheme is lower than the exercise price of the cancelled options, it is more likely that the option holders will exercise their options and thus dilute
shareholders' equity in us.

3.3.2    Risks Related to our Industry

If the SLM market or the Performance Managing segment in particular, declines or fails to grow, demand for our products will be reduced

We derive all of our revenues from the sale of products and services designed to allow our clients to monitor, analyze and report on the performance, availability
and quality-of-service of IT infrastructure, including networks, servers and applications. Our products are part of the software market segment known as SLM. The market for SLM
and performance reporting solutions is relatively immature, is rapidly evolving and will likely consist of an increasing number of competitors. If that market fails to develop, or develops more slowly
than expected, our business and operating results could be seriously harmed.

Because we are subject to general economic and market conditions, any economic downturn could have a material adverse effect on our business, results of
operations and financial condition

Segments of the software, technology and telecommunications industry have experienced significant economic downturns in the past characterized by decreased
product demand, price erosion, work slowdowns and layoffs. Our operations may experience substantial fluctuations in the future from period to period as a consequence of general economic conditions
affecting the timing of orders from major clients and other factors affecting capital spending. Although we have a diverse client base, we have targeted certain markets including telecommunications
carriers, ISPs, outsourcers and integrators. The current economic downturn has affected the technology sector and the telecommunications market in particular. This has led to a decrease and or delay
in such companies' overall investments in IT infrastructure on both hardware and software. This means that the current or future economic downturn in general or in the targeted markets in particular
could have a material adverse effect on our business, operating results and financial condition.

Without the continued demand for the Internet and related infrastructure to transport data, demand for our products would decline

Our revenues will depend, in large part, upon third parties maintaining the Internet infrastructure to provide a reliable network backbone with the necessary
speed, data capacity, security and hardware necessary for reliable Internet access and services. We are working to make our tools increasingly available to users through Web-based
applications. Rapid growth in the use of and interest in the Internet has occurred only recently. As a result, acceptance and use may not continue to develop at

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historical rates, and a sufficiently broad base of consumers may not adopt and continue to use the Internet and other online services and data transmission options as a medium for business
transactions. Demand and market acceptance for recently introduced services and products over the Internet are subject to a high level of uncertainty, and there exist few proven and profitable
services and products. In addition, the Internet may not be accepted in the long-term as a medium for conducting business transactions for a number of reasons, including potentially
inadequate development of the necessary network infrastructure or delayed development of enabling technologies and performance improvements. Finally, privacy and security concerns raised by
governmental bodies and consumer groups regarding consumer and business use of the Internet and governmental regulation that seeks to address these concerns, could impede the expected growth of
e-commerce and other business uses of the Internet.

3.3.3    Other Risks

The price of our shares and ADSs is highly volatile and could decline significantly

The price of our shares and ADSs has been highly volatile since our listing on theNouveau Marchéof Euronext Paris and Nasdaq on July 7, 2000. For example, between our initial public offering and the date of this report, the price of our shares on theNouveau
Marchéhas fluctuated between € 1.15 (lowest reported price of our shares) on July 11, 2002 and
€ 57.00 (highest reported price of our shares) on October 24, 2000. On November 29, 2002, the price of our shares on theNouveau
Marchéwas € 2.00. See "Item 9. The Offer and Listing Price History of the Stock" for historical pricing data on our shares and
ADSs. The stock market has from time to time experienced significant price and volume fluctuations that have affected the market prices of securities, particularly securities of technology and
computer software companies. As a result, shareholders may experience a material decline in the market price of our shares, regardless of our operating performance. Price declines in our shares could
result from a variety of factors, including many outside our control. These factors include:



In
the past, following periods of volatility in the market price of a particular company's securities, securities class action litigation has often been brought against that company. We
may become involved in this type of litigation in the future. Litigation of this type is often expensive and diverts management's attention and resources.

In
order to stabilize our share price and pursuant to French regulation, we have recently implemented a series of successive share buy-back programs, the most recent of which
was approved at the December 5, 2002 general shareholders meeting. See "Item 10.10. Purchase of Our Own Shares".

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We are controlled by a small group of our existing shareholders, who may make decisions with which other shareholders disagree

On November 19, 2002, our directors, executive officers and affiliates beneficially owned approximately 4.79% of our shares. Accordingly, they have a
significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the sale of all or
substantially all of our assets and going-private transactions, and also the power to prevent or cause a change in control. They may also have the power to control the election of members of our board
of directors. The interests of these shareholders may differ from other shareholders' interests. In addition, this concentration of ownership may delay, prevent or deter a change in control and could
deprive a shareholder of an opportunity to receive a premium for the shares or ADSs.

The price of our ADSs and the U.S. dollar value of any dividends will be affected by fluctuations in the U.S. dollar/euro exchange rate

Our ADSs trade in U.S. dollars. Fluctuations in the exchange rate between the euro and the U.S. dollar are likely to affect the market price of the ADSs.
For example, because our financial statements are reported in euro, a decline in the value of the euro against the U.S. dollar would reduce our earnings as reported in U.S. dollars. This could
adversely affect the price at which the ADSs trade on the U.S. Securities markets. Any dividend we might pay in the future would be denominated in euros. A decline in the value of the euro against the
U.S. dollar would reduce the U.S. dollar equivalent of any such dividend.

The effects of fluctuations in international currency exchange rates could have a material adverse impact on the results of our operations and the
financial condition of our customers, our subsidiaries and ourselves

A portion of our assets, earnings and cash flows are denominated in currencies other than the euro, principally the U.S. dollar, the Singapore dollar and the
British pound. Fluctuations in the relative value of these currencies to one another could have a material adverse effect on our results of operations and financial condition. To date, we have not
engaged in currency hedging as we do not believe such activity would provide long-term benefits. Appreciation of the euro against the U.S. dollar could reduce our competitiveness against
our competitors whose expenses are principally denominated in U.S. dollars.

Certain shareholders may not be able to exercise preemptive rights for shares underlying your ADSs

Under French law, shareholders have preemptive rights ("droits préférentiels de
souscription") to subscribe for cash for issuances of new shares or other securities giving rights, directly or indirectly, to acquire additional shares on a pro rata basis.
Shareholders may waive their preemptive rights specifically in respect of any offering, either individually or collectively, at an extraordinary general meeting. Preemptive rights, if not previously
waived, are transferable during the subscription period relating to a particular offering of shares and may be quoted on theNouveau
Marché. U.S. holders of ADSs may not be able to exercise preemptive rights for the shares underlying their ADSs unless a registration statement under the U.S.
Securities Act of 1933, as amended, is effective with respect to such rights or an exemption from the registration requirements thereunder is available. We intend to evaluate at the time of any rights
offering the costs and potential liabilities associated with any such registration statement, as well as the indirect benefits of enabling the exercise by the holders of ADSs of the preemptive rights
associated with the shares underlying their ADSs, and any other factors we consider appropriate at the time, and then to make a decision as to whether to file such a registration statement. We cannot
guarantee that any registration statement would be filed, or, if filed, that it would be declared effective. If preemptive rights cannot be exercised by an ADS holder, The Bank of New York, as
depositary, will, if possible, sell such holder's preemptive rights and distribute the net proceeds

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of the sale to the holder. If the depositary determines, in its discretion, that such rights cannot be sold, the depositary may allow such rights to lapse. In either case, ADS holders' interest in us
will be diluted and, if the depositary allows rights to lapse, holders of ADSs will not realize any value from the granting of preemptive rights.

Holders of ADSs may be subject to additional risks related to holding ADSs rather than shares

Because holders of ADSs do not hold their shares directly, they are subject to the following additional risks:



ITEM 4.    INFORMATION ON THE COMPANY

4.1    General Information Concerning the Company

4.1.1    Name and registered office

InfoVista
SA
6, rue de la Terre de Feu
91940 Les Ulis
France
Telephone: + 33 (1) 64 86 79 00

Agent
for service in the United States in connection with the initial and secondary offerings is:

InfoVista
Corp.,
28th floor
521, Fifth Avenue,
New York, NY10175
United States of America
Telephone: + 1(212) 972 5305

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4.1.2    Legal form and applicable law

InfoVista SA is a Frenchsociété anonymewith aConseil
d'administration. We are subject to the provisions of Book II of the FrenchCode de commerceand the Act
no 67-236 of March 23, 1967 which relates to trading companies.

4.1.3    Date of incorporation and expiry

InfoVista was incorporated on October 14, 1985 in the form of a Frenchsociété à
responsabilité limitéeunder the nameMéthodes Futures pour l'Informatique M.F.I.,and were registered on December 3, 1985 for a duration of 99 years. We were transformed into asociété
anonymeon December 1, 1992. We changed our name to InfoVista SA on April 5, 1996.

4.1.4    Activity

Our activities, in France as well as internationally, are the following:



Our
activities are also found in Article 2 of ourstatuts.

4.1.5    Registry of Commerce and Companies

InfoVista is registered with the Register of Commerce & Companies of Evry under number 334 088 275. Our APE code is 722 Z, being the activity
of development of software.

4.1.6    Consultation of legal documents

InfoVista'sstatuts, minutes of shareholders meetings and other publicly available documents can be consulted at
our registered office.

4.1.7    Fiscal year

Our fiscal year runs from July 1 to June 30.

4.1.8    Mergers & consolidations

Since June 30, 2001, there have been no material reclassifications, mergers or consolidations of us or any of our subsidiaries, any material changes in the
mode of conducting the business; material changes in the types of products produced or services rendered, or name changes. Since our creation, the only acquisition of a business activity has been the
acquisition of TISS, achieved on December 2, 2000. This entity has been fully merged with InfoVista GmbH with effect from January 1, 2002. There have been no bankruptcy, receivership or
similar proceedings with respect to us or our subsidiaries.

Since
June 30, 1999, our principal investment or capital expenditures have consisted of the € 6 million purchase of a marketable security,
KLEBER 2006, the € 3.2 million acquisition of TISS, the € 1.8 million purchase of licensed technology in connection with an
agreement entered into with eXcelon Corporation as well as expenditures relating to office and computer equipment. There are no additional major capital expenditures and divestitures currently in
progress.

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There has been no indication of any public takeover offer by any third party in respect of our shares, or by us in respect of other companies' shares, which have occurred during the last
and current financial years.

4.2    General Information Concerning the Share Capital of the Company

4.2.1    Subsidiaries as of June 30, 2002

GRAPHIC

InfoVista
SA, parent company, is the primary office for our operations where all senior executives are located and the majority of research and development activities are performed. All
the subsidiaries, as the parent company, address the local markets for sale and support of our software and services. Worldwide marketing activities are primarily managed from the United States
subsidiary with some local presence in other various entities.

4.2.2    Share capital as of November 29, 2002

Number of ordinary shares issued: 19,882,810, all of which are fully paid up.

Nominal
value of each ordinary share: € 0.54.

Issued
Share Capital: € 10,736,717.40.

4.3    Business Overview

We are a leading global provider of software solutions that help service providers and large enterprises achieve better returns from their complex IT
infrastructures. Our products target the Performance Management segment of the Network Service Management (NSM) market. Our software monitors, analyzes and reports on the performance, availability and
quality-of-service of IT infrastructures, including networks, servers and applications. We market our solutions primarily to communications service providers, as well as to
other large IT-intensive organizations such as financial services companies. Our software's easy-to-use interface enables IT managers and non-technical
users alike to proactively manage their IT resources, analyze network resource activity and trends, anticipate future demands and prepare customized quality-of-service reports.

Our
clients use our solutions to:



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Our
telecommunications clients include AAPT (part of Telecom New Zealand Group), Bell South International, British Telecom, Cable & Wireless, Chung Hwa Telecom, Cingular Wireless,
ComTel, Deutsche Telekom, France Télécom, Infonet, LambdaNet, Marconi, Nippon Telegraph and Telephone, SingTel, Telefonica, Tiscali, the Sita/Equant Group,
T-COM/T-Data (a subsidiary of Deutsche Telekom) and Worldport Communications. Our service provider clients include BroadRiver, Highway One, Telewest, and Wanadoo. Large
enterprise clients include AXA, Banques Populaires, Banque de France, BASF, Deloitte & Touche, Fininfo, First Union Wachovia Bank, Graybar, Hoffmann-La-Roche, Motorola,
Nestlé, Pfizer, Royal Bank of Scotland and Shell. As of June 30, 2002, we had 530 clients holding in aggregate 8,495 licenses for our products, including 1,703 licenses for the
InfoVista Workshop and InfoVista Runtime Server.

We
sell our products through a direct sales force and a number of indirect sales channels. Channels relationships include:



We
have also partnered with other technology vendors to jointly develop and market Performance Management solutions. Representative technology partners include Cisco, Orchestream,
Juniper Networks, Ipanema and ILOG Software.

In
March 2002, InfoVista launched a new worldwide channel partner program. The new program, VistaPartner Net, is structured to help selected channel partners deliver innovative
customer solutions that promote InfoVista's software.

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VistaPartner
Net is a scalable program that helps InfoVista achieve significantly greater distribution velocity with the leading systems integrators and value-added resellers in North
America, Europe, and the Asia-Pacific region. VistaPartner Net has more than 35 solution partners in almost 25 countries already participating in the program.

VistaPartner
Net provides benefits to both our Partners and InfoVista focused on expanding opportunities for increasing revenues, realizing quicker profitability, making it easier to do
business, enhancing the value we bring to our customers and contributing to higher customer satisfaction.

Program
benefits delivered under the InfoVista Partner Program include:



4.4    Industry Background

Increasing worldwide deregulation of the telecommunications sector has created the opportunity for new competitors to provide data and voice services that were
historically offered by a single incumbent provider in each country or region. This increase in competition has forced service providers to differentiate their services on the basis of pricing, range
of service, quality and reliability. Enhanced
and affordable transmission services continue to accelerate the proliferation of networks, increased outsourcing of IT services and the emergence of a range of service providers. For example, ASPs
host certain business applications on their own IT infrastructure and offer usage time to their customers via the Internet.

These
developments have created an increasing need to measure, anticipate and manage the quality and performance of IT infrastructure in the end-to-end execution
of business functions and transactions. Consequently, businesses are demanding tangible evidence of IT service performance, as demonstrated by the emergence of formal SLAs. These contracts include
performance objectives, using metrics such as network availability, bandwidth usage, application response times and mean time to repair or restore. SLM software is then used to monitor these metrics
both for end-to-end service and IT infrastructure, including its hardware components and applications, as well as Wide Area Networks ("WAN") and Local Area Networks ("LAN")
resources.

SLM
software can be categorized into three areas of application:



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Most
currently available SLM solutions are designed to respond to only one of the three areas of application of SLM. Clients are therefore seeking performance reporting solutions that
can be easily integrated with other SLM software and provide reporting capabilities across the three SLM areas of application.

Measuring costs, measuring benefits

As business drivers become increasingly intertwined with the IT infrastructure technology needs of large enterprises and service providers, cost issues have
gained precedence. Corporate decision makers are taking a closer look at the bottom line when evaluating IT infrastructure options. With the onset of a global economic downturn and the
consequent slow down in corporate spending, the focus on performance and Return On Investment (ROI) has never been greater. The InfoVista solution is directed at helping enterprises and service
providers to address this issue.

While
the information technology and network management teams have a tremendous volume of data available to justify the technical and functional value of their assets, there has
traditionally been an under-emphasis on accounting for the cost-effectiveness and business benefits of indispensable technology solutions. The booming "new economy" helped to foster the
urgency of gaining market share over generating or verifying profits as businesses worldwide spent an estimated $ 2.2 trillion on IT in 2000 (source: Meta Group: Information Week
Aug. 6, 2001). However, in the current unstable economic climate, IT investment projects have become subject to much more rigorous cost-benefit analyses than was previously
the case.

In
addition, the role of IT in the corporation has been steadily moving to the forefront. The optimized role of IT brings expectations of increased levels of accountability. The scope
and architecture of traditional IT was originally tactical and targeted at basic functional needs. Now IT has transitioned into a fully strategic role as it is integrated into the highest levels of
corporate governance and business planning. The current focus on ROI can be seen as the inevitable consequence of the changed economic conditions and the new place held by IT infrastructure in the
management of a corporation.

The InfoVista Value Proposition

Many global businesses have already made significant investments in technology and online infrastructure in recent years. Further purchases that help to optimize
their IT assets must therefore demonstrate a significant ROI in terms of impact on revenue, business processes, transactions and associated cost reductions.

Our
solutions for Performance Management and Service Level Management create substantial returns on the InfoVista purchase investment. Clients will generally realize immediate savings on
IT infrastructure care, maintenance and growth.

Fundamental
savings are found in the main stream of Performance Management ROI. These include the clear benefits of managing network, system and application uptime by troubleshooting
problems before help desk calls are made and by reducing the time to correct problems. Down time, and the effort required to correct, equates to costs. This affects all of our clients to varying
degrees.

Effective
management of service levels is also a cost saving. The verification of service levels can ensure best use of services purchased or can ensure the best delivery of
servicesdepending upon which side of the IT services our client finds itself. This assurance can prevent lost revenue caused by failure to meet service level commitments.

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Finally,
we help system architects to visualize the growth of their networks and systems. With a clear understanding of the current and future capacity of their systems, degraded
performance due to overloaded components will be managed more effectively. Moreover, appropriate new equipment and system upgrades can be applied to their systems using information from us, preventing
unnecessary expenditures on unneeded equipment and software.

4.5    The InfoVista Solution

Through flexibility, scalability and openness, our products provide a comprehensive solution. InfoVista reports provide service level views of the performance of
connections and components throughout the entire infrastructure, enabling IT Managers to detect, isolate and resolve service level problems. Our solutions also provide operational reports detailing
performance thresholds. Our products can also be easily integrated with other management systems to leverage existing tools and processes, in order to resolve service level issues. In addition, the
flexibility, scalability and openness of our products provide an efficient environment to provide reports that give strategic visibility and a competitive advantage.

Our
products are designed to provide the necessary reporting and monitoring capabilities to bridge the gap across the three SLM domains, Event Management, Performance Management and
Policy Management, and we believe have the following key advantages over most of our competitors:



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4.6    Strategy

We aim to become the leading worldwide SLM performance reporting software provider by offering performance reporting solutions that can be easily integrated with
other SLM software and that is viewed as the performance management standard in the service provider market. Key elements of our strategy include:



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4.7    Description of our Business

InfoVista is a global provider of software solutions that help service providers and enterprises achieve better returns from their complex IT infrastructures. Our
software monitors, analyzes and reports on the performance and quality-of-service of IT infrastructure, including the Internet, networks, servers and applications. We generate
revenues in the form of licensing fees on our products and in the form of service fees from our professional services, customer support and maintenance.

4.8    Products

Our products collect data from the IT infrastructure and generate reports on the performance and service achievements across all system elements. Our products
allow users to determine whether IT performance meets the standards of an existing SLA or generally meets users' expectations or business needs in an efficient manner.

Our
base product is the InfoVista Runtime/Workshop. The core of the product is the InfoVista Runtime Server, a server based application that acts both as a data gathering engine and a
central point for managing real time users' report requests. Multiple InfoVista Servers can be organized around VistaMart, our centralized global data repository. In addition to InfoVista
Runtime/Workshop, our base products include VistaViews, our series of ready-to-use reports that are available in bundles or individually and our web access server VistaPortal
Standard Edition, which allows all our real time reports to be viewed using a Web-browser. One license is required for all these products.

InfoVista Runtime Servercollects and stores data from all sources, including WANs and LANs, switches, routers, UNIX and Windows NT
systems, mainframes and applications such as Web servers and e-mail servers. It gathers data at user-specified intervals, calculates the data according to

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predefined or user-defined metrics and deposits the data into the InfoVista integrated database. It is essentially targeted as a production platform and requires its own license key that
is linked to a MAC address. It needs an InfoVista Runtime Client in order to be accessed and configured, but still continues to collect, compute and store data.

InfoVista Runtime Clientis the report viewing interface installed on a workstation. It supplies an access right to the Runtime Server so
that users may launch, stop, publish, manage and consult VistaView reports within the Runtime Server. It does not require a license key but end-users must purchase this access right for
each user.

InfoVista Workshop Serveris targeted as a development platform and provides an environment for customizing and creating VistaViews and
Report Templates. It requires its own license key that is linked to a MAC address. It needs a Workshop Client in order to access the report building environment.

InfoVista Workshop Clientis the report building interface installed on a workstation. It supplies an access right to the Workshop Server
so that users can customize and create VistaView report templates within the Workshop Server environment. Workshop Client does not require a license key but end-users must purchase this
access right for each user. Workshop Client replaces the Workshop Report Builder License.

The
key features of InfoVista Runtime/Workshop are:



VistaViewsare "out of the box" or standard reports. Certain VistaViews are embedded free-of-charge in the
InfoVista Runtime/Workshop and others are sold separately or as bundles. Using Workshop, the client can also tailor the VistaView reports with simple drag and drop, Windows-based editing tools. The
client can run VistaView reports to view both real-time and historical data.

VistaView
reports:



The
table below presents a list of VistaView products currently available.

VistaView Listing (Qty 59)

Standard VistaViewsVistaView for Service Level Management
VistaView for Network Inventory
VistaView for Network Basics
VistaView for Network Latency

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VistaView for Lan Segment
VistaView for InfoVista Tuning

VistaViews for Network InfrastructureVistaView for RoutersCisco
VistaView for Routers3Com
VistaView for RoutersNortel
VistaView for RoutersJuniper
VistaView for ATM RoutersCisco
VistaView for CMTSCisco
VistaView for CMTSMotorola
VistaView for CMTSCOM21
VistaView for LAN SwitchesCisco
VistaView for LAN Switches3Com
VistaView for LAN SwitchesNortel
VistaView for LAN SwitchesStandard
VistaView for ATM SwitchesCisco
VistaView for ATM Switches3Com
VistaView for ATM SwitchesFore
VistaView for DSLAMCisco
VistaView for DSLAMLucent
VistaView for DSLAMParadyne
VistaView for Network Access ServersLucent
VistaView for Network Access Servers3COM
VistaView for Network Access ServersCisco
VistaView for Network Access ServersNortel
VistaView for Network LatencyNortel

VistaViews for Server InfrastructureVistaView for ServersPatrol
VistaView for ServersCompaq
VistaView for ServersWinNT4.0
VistaView for ServersHost Resources
VistaView for ServersSystem Resources

VistaViews for Wan SwitchesVistaView for WAN SwitchesLucent
VistaView for WAN SwitchesPassport
VistaView for WAN SwitchesAlcatel
VistaView for WAN SwitchesStratacom
VistaView for Frame Relay
VistaView for Frame RelayNortel

VistaViews for Applications ServersVistaView for Mail ServersExchange
VistaView for Web ServersIIS
VistaView for Web ServersNetscape
VistaView for Oracle
VistaView for Internet ApplicationsPatrol

VistaViews for Application End-to-End PerformanceVistaView for Application SLA
VistaView for Traceroute Analysis

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VistaView for Transaction Analysis
VistaView for Application MonitoringNewtest
VistaView for Application MonitoringART (Application Response Time)
VistaView for Traffic ShapingPacketeer
VistaView for Traffic MonitoringRMON2

VistaViews for IP Networking ServicesVistaView for IP VPN
VistaView for Service Assurance AgentCisco
VistaView for IPQOS CAR MibCisco
VistaView for IPQOS CBQoS MibCisco
VistaView for VoIPCisco
VistaView for MPLSJuniper
VistaView for Netflow

In
addition to developing our own VistaViews, we have developed and will continue to develop VistaViews with Original Equipment Manufacturers ("OEMs") and other partners who bundle their
products with InfoVista Engines. We intend to promote a community of independent developers for the creation of new VistaViews.

VistaPortal Standard Editionis a full Java Servlet-based software that allows viewing of all our real-time and historical
InfoVista reports using a Web-browser. It also allows export of all reports using the industry-standard format HTML, thus enabling any workstation equipped with an Internet browser to
display the reports in a fully formatted and graphical manner.

VistaMartis a global data repository that consolidates data from multiple InfoVista Servers, forming a scalable distributed system. It is
specially adapted for clients who need to gather information from geographically dispersed sites. VistaMart provides the data for enterprise-wide centralized reports of networks, systems
and applications. VistaMart can also integrate with a variety of third-party tools such as decision support or data mining tools that exploit VistaMart's data. Additionally, it can process and merge
data from sources other than the InfoVista Server, such as call center management software, which can be used to create a single performance report.

VistaPortalgives visibility into the VistaMart global SLM solution, enabling clients to design and display reports containing performance
information from multiple InfoVista Servers. VistaPortal is a web-based interactive window to the IT infrastructure. Its secured XML-based architecture contains fully
configurable components of Service Level Management oriented applications. It allows users to simultaneously view key service level metrics, real-time notifications and strategic
information. From these global overview reports, clients can drill down to real-time reports provided by VistaPortal Standard Edition. In addition, VistaPortal's standards-based
architecture and openness allows seamless integration with user's existing applications and can be easily embedded into other Web portals.

VistaNextis a completely web based troubleshooting version of InfoVista Performance Management, SLM software. It is designed specifically
for troubleshooting by letting clients quickly start high resolution, high polling rate, real-time reports. It has an intuitive interface that requires no knowledge of how InfoVista works.
Combined with the inherent low maintenance aspects of the InfoVista Server, VistaNext is a self managed, no training required, troubleshooting tool.

In
just three easy steps, clients can start high-resolution performance reports against most anything in the IT environment. The client identifies a device to be monitored
and VistaNext determines which reports are available from a customized VistaView library that has been created specifically for troubleshooting purposes. Of those choices, the client selects the
polling interval and report life span. The reports are then immediately available on InfoVista's Web server, VistaPortal Standard Edition.

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VistaNext manages the display of the reports in segregated areas so they can be shared with private audiences (customer organizations, IT management, etc.).

Vista Plug-insare intelligent agents that reside on local and remote servers and workstations. They gather traffic statistics
and performance information on IT service levels not readily available using traditional SNMP. Performance data is gathered by polling the Vista Plug-in agents, instead of
IT devices.



VistaAPIis a software development kit that allows third party software vendors, systems integrators and technology consultants to have
the same tools as InfoVista R&D engineers, giving them the ability to integrate InfoVista with other OSS software or in-house IT management applications.

VistaAPI
allows developers to build custom applications on multiple platforms including Sun Solaris and Microsoft Windows using industry-standard programming languages including C, Java
and Perl. VistaAPI comes with annual technical support for developers, a full set of documentation as well as code samples that demonstrate InfoVista API features. Several InfoVista products have
already been developed using this software development kit, including VistaNext, VistaBridge and VistaProvisioner.

VistaBridgeenables organizations to import data into our rich reporting environment. Using VistaBridge, data can be easily moved from
virtually any source into InfoVista where it can be displayed visually, in the form of graphs, charts, or tables, along with service level metrics. This creates unified views for an understanding of
the relationship between IT performance and business operations, thereby enhancing the strategic value of Service Level Management.

VistaBridge
provides the ability to import data from business applications, Element Management Systems, or any device, into either the InfoVista Engine or VistaMart. VistaBridge can
import data from non-standard IT devices, legacy devices or devices that cannot be polled via SNMP, for whatever reason. Legacy data can also be imported to get the perspective of past
performance history.

VistaLinksare a suite of pre-built integrations with leading vendors in the major categories of the Operational Support
System ("OSS") marketservice activation; fault management; inventory management; and billing and mediation. VistaLinks leverage InfoVista's open, documented and supported API to create
substantial customer value. VistaLinks provide customers the benefits of best-of-breed, off-the-shelf software without the typical costs and risks of
complex software integration.



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VistaProvisionermanages the InfoVista Performance Management reporting solution. VistaProvisioner enables service providers and large
enterprises to leverage existing network and customer topology information and achieve accurate, proactive Performance and Availability Management reporting solutions within ever-changing,
complex environments. VistaProvisioner is an innovative change management solution that brings scalable provisioning to InfoVista's powerful reporting environment.

4.9    Products in Development

We are enhancing our recently released VistaPortal product with a new module designed to enable users to easily navigate through service level and performance
exceptions generated by InfoVista. This product uses easy to use graphical navigation that groups exceptions by technology, geography, customer, or any other logical grouping required. Navigation also
includes the ability to summarize the status at a high level, then drill down for more detailed information.

We
are expanding our family of VistaLink products with the addition of VistaLink for Cisco Wan Manager. This product enables customers that own Cisco Wan Manager ("CWM") to extract
inventory and topology information from CWM and utilize this information to automatically populate InfoVista with the information.

We
continue to work on integrating our software with other software or standard products in the market. We cannot guarantee you that products under development will result in working or
marketable products.

4.10    Services

We provide services related to our software products, including consulting, support and maintenance services. We invoice for our services separately from our
licensing fees. We believe that a high level of professional service and client support is critical to the successful marketing and sale of our software and solutions. As of June 30, 2002, we
had 45 employees in our services group of which 31%, 47%, and 22% were part of Consulting, Solution Support, and Training & Certification, respectively. We plan to moderately increase the
number of our service teams in line with the expansion of our business and to reinforce education of clients, partners, resellers and other third parties on how to provide similar services.

The
following is a list of the services we offer:

Consulting.We have dedicated teams of expert engineers who offer consulting services for specified project management,
helping our clients from the design phase through to customization, installation and deployment of their InfoVista solutions.

Solution Support.Our range of Solution Support contracts includes the standard offering of 8*5, Mission Critical Program
(MCP) 24*7 and Auditing on Site Program ("AOP"). AOP comprises regular and scheduled on-site visits for the performance and reporting of an audit of the configuration of the client
production site. We also offer Developer Support to our Partners/Clients who wish to develop their own VistaViews for internal or external purposes as well as support for the InfoVista configuration
toolVistaProvisioner. All Support packages are extensions to the standard 8*5 Solution Support contract.

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Training & Certification.We offer regular training classes in Europe (Paris, London, and Munich), the United States
(Baltimore) and the Asia-Pacific region (Singapore), as well as on-site training. Candidates who complete the training classes and pass the necessary exams can obtain
credentials such as InfoVista Certified Professional, InfoVista Certified Consultant and InfoVista Certified Trainer.

Education
is a key component in optimizing an investment in InfoVista solutions. Our training is designed to provide comprehensive technical training for network engineers, integrators,
architects and administrators. Each course provides a thorough explanation and practical hands-on approach so that the student has the ability to optimize the flexible and open features of
the product. Instructor-led courses are delivered within a lecture/laboratory environment allowing students to apply concepts presented during the lecture to a classroom network, reinforce
the subject matter and promote a
familiarity with InfoVista's Service Level Management solutions. We are highly committed to training excellence and customer success.

Solution Support Partners.To provide our clients with an increased level of service, the Solution Support Partners program
is designed to assist Partners in achieving service and support goals. It offers our clients the security and competitive advantage of a fully supported InfoVista solution.

We
continue to identify Solution Support Partners to whom we aim to train to a high standard and use them to enable us to deliver the entire range of services worldwide. We require that
all our partners have dedicated personnel who fully understand our products and employ at least two engineers that have been trained and certified by InfoVista. We require that they follow documented
internal procedures including clear communication channels, so that they will have the necessary support to assist InfoVista end users. We will perform on-going audits of these partners to
ensure a continuous high level of quality support.

Our
Services group is continually seeking ways to upgrade and enrich our service offerings. We have introduced Partner Workshops dedicated to Support, Professional Services and
Education. We are constantly looking for ways to improve the services offered to our clients by using surveys, seminars and strategic forums.

4.11    Geographical Breakdown of Revenues

The following chart shows revenues invoiced from the Asia-Pacific region, the United States and Europe broken down between license and service
revenues for the periods indicated.

|              |                   | Year ended June 30,
|------------- | ----------------- | -------------------
|
|
|Europe        |                   | 16,994             
|Of which      |                   |                    
|              | License revenues  |                    
|              | Services revenues |                    
|Asia-Pacific  |                   | 2,204              
|Of which      |                   |                    
|              | License revenues  |                    
|              | Services revenues |                    
|United States |                   | 9,998              
|Of which      |                   |                    
|              | License revenues  |                    
|              | Services revenues |                    
|              |                   |                    
|Total         |                   | 29,196             
|              |                   |                    

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The
following chart shows revenues invoiced from the Asia-Pacific region, the United States and Europe broken down by country.

|              |                | Year ended June 30,
|------------- | -------------- | -------------------
|
|
|Europe        |                | 16,994             
|Of which(1)   |                |                    
|              | France         |                    
|              | Germany        |                    
|              | United Kingdom |                    
|              | Belgium        |                    
|              | Spain          |                    
|Asia-Pacific  |                | 2,204              
|United States |                | 9,998              
|              |                |                    
|Total         |                | 29,196             
|              |                |                    

---

4.12    End-users

We have a diverse set of end-users in a variety of business sectors, including telecommunications, Internet services, financial services, IT services,
outsourcing and consulting. To date, we have targeted organizations in our key markets of telecommunications, service providers and Internet companies, including online merchants, ASPs,
Web-hosting companies and other multinational companies. However, a significant portion of our revenues is, and is expected to continue to be, attributable to sales of products to
telecommunications carriers. For the years ended June 30, 2002, 2001 and 2000, our five largest end-users accounted for approximately 26.3%, 26.3% and 24.7%, respectively, of our
total revenues and our ten largest end-users accounted for approximately 38.1%, 34.9% and 35.2%, respectively, of our total revenues. We anticipate that our operating results for any given
period will continue to depend to a significant extent upon revenues from large contracts with a small number of clients. We expect that the composition of that small group of end-users
will continue to change over time so that the achievement of our long-term revenue goals will require us to obtain additional large end-users on an ongoing basis.

The
table below shows the revenues composition from our three largest end-users for the periods indicated.

|Year ended June 30,   
|----------------------
|
|Cable & Wireless 6.45%
|T-Data 5.80%          
|Client "A"(1) 5.80%   

---

Our failure to enter into a sufficient number of large contracts during a particular period could harm our operating results.

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As
of June 30, 2002, we had 530 end-users in countries including France, the United States, Canada, the United Kingdom, Germany, Austria, Belgium, Luxembourg,
Switzerland, Italy, Spain, the Netherlands, Sweden, Brazil, Mexico, Chile, Singapore, Japan and New Zealand, holding in aggregate 8,495 licenses, including 1,703 licenses for the InfoVista Workshop
and InfoVista Runtime Server. The table below shows a representative list of companies that use our products.

|Telecommunications
Companies and ISPs                                                                                                                                                                                                                                                 |  | Financial Institutions                                                                                                  |  | Outsourcers and
Consulting Firms                                                                                                                |  | Other Enterprises                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------
|AAPT
Bouygues Telecom
British Telecom
Broadwing
Cable and Wireless
Cingular Wireless
Chung Hwa Telecom
Concert
France Telecom
Infonet
Interoute
H3G
Marconi
Nextel Communications
Nippon Telegraph and Telephone
SingTel
T-COM (T-Data Deutsche Telekom)
Telefonica
Videotron
Verizon |  | ABN Amro
AXA
Banque de France
BNP Paribas
Crédit Agricole-Indosuez
First Union Bank
Royal Bank of Scotland
Schlumberger |  | Callahan
Cap Gemini Telecom
T/Systems ITS
Deloitte & Touche
Hitachi Information Systems
Info AG/Satisfactory
Siemens Business Services
Spherion |  | AGIS
Acasia
BASF
British Airways
Chevron
Exxon
F.B.I
Hoffmann-La Roche
Nestlé
Royal Canadian Mounted Police
Shell
Thomson-CSF

4.13    Sales and Marketing

As of June 30, 2002, we had a total of 87 sales and marketing employees (approximately 84% in sales and 16% in marketing) of whom 24 were located in
France, 34 in regional offices in the United States, 19 in our other offices in Europe and 10 in the Asia-Pacific region.

Sales

We use a two-tiered sales strategy consisting of both a direct sales force and indirect sales channels.

Direct sales.Our direct sales force is comprised of full-time sales professionals and
applications engineers who primarily target the telecommunications industry and provide support to our indirect sales channels.

Indirect sales.We have contractual relationships with many types of market participants that range
from authorized reselling agreements to product OEM contracts. We offer our resellers complete marketing programs, and sales and technical training and support to help them market their complete
technology solutions. In return, we gain entry into accounts with which these partners already have established business relationships. Many of these agreements permit the reseller or integrator to
purchase our software at discounts from our list prices.

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For
a discussion of the categories of our indirect sales channels, see "Item 4.3. Business Overview".

Marketing

Our worldwide marketing functions include strategic marketing, product marketing, channels marketing, marketing communications, event marketing, field marketing,
web marketing, analyst and media
relations. As of June 30, 2002, we had marketing personnel stationed in France, the United States, the United Kingdom and the Asia-Pacific region.

4.14    Strategic Relationships

We have developed strategic joint product development and marketing relationships. Our joint marketing relationships include agreements to develop compatible
products, cross-train and implement joint marketing campaigns.

In
December 1999, we signed a worldwide agreement with Cap Gemini Ernst & Young. This group focuses entirely on the telecommunications Business, with specific focus on
Mediation, Quality of Service ("QoS"), Billing, Outsourcing and ASP Market and IT QoS.

We
have been a member of the Cisco Ecosystem partnership, in Europe as well as in the United States, since March 2000. This partnership is comprised of certain companies certified
by Cisco after a thorough evaluation as having products which complement Cisco's products. Such partnership envisions a close cooperation in product development, sales and marketing.

In
September 2000, we signed an agreement with Alcatel for the worldwide distribution by Alcatel of our product line through the use of its direct sales force and indirect sales
channels.

In
July 2001, we announced our participation as an initial member of the Juniper Network's new IP OSS Alliance (IOA), with the availability of the VistaView Performance Reporting
Module. This will soon be followed by other integration pieces.

In
September 2001, we announced a project with Orchestream to develop an integrated software solution for the activation and measurement of IP services.

4.15    Competition

The Performance Management market is extremely fragmented and made up of a number of point solutions. It is fairly common to find several products used in
conjunction at a client site, each covering a particular area of technology. What makes this market dynamic is that all products in the space address the problem of SLM, either to report the service
levels or to sustain them. As such, all products in this space target the same organization within IT (usually operations) and draw on the same budget. Our software is designed for use in the
performance management sector of the NSM
market. Competition in this market overall is intense and is characterized by rapid technological change, evolving industry standards, frequent product introductions and increasing customer
requirements. Our existing and potential clients typically have a preset IT budget for which we must compete with our competitors. We expect competition to continue to be intense in the future.

We
compete principally on the basis of:



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Our
primary source of competition comes from suppliers of comparable products, including Concord Communications eHealth suite, Hewlett Packard OpenView, Performance Insight (formerly
Trinagy's Trend), Lucent Technologies Navis iOperations Software, VitalSuite, Net IQ, Quallaby Corporation and several smaller software vendors. Other sources of actual or potential competition
include:



Some
of our competitors have longer operating histories and significantly greater financial, technical and marketing resources than we do. In addition, other companies may enter the SLM
market.

4.16    Intellectual Property

Our success and ability to compete are dependent on our ability to develop, maintain and protect the proprietary aspects of our technology. We rely on a
combination of patent, trademark, copyright and trade secret law and contractual restrictions to protect the proprietary aspects of our technology. Our patent and trademark applications might not
result in the issuance of any valid patents or trademarks.

Patents.We presently have two French patents issued. One of these patents is for a performance
measurement and service quality monitoring system and process for an information system. The other is for a modeling process for an information system, in particular with a view to monitoring the
quality-of-service and a measurement and modeling system implementing this process. Both French patents expire on January 29, 2017. Both of the patents have received
extensions in the United States and in Europe, with two U.S. and two European patents issued which expire on January 29, 2018.

Trademarks.We have registered the trademark "InfoVista" in a number of countries, including in
Europe (as a Community Trademark) and the United States. We also have a trademark registration for "VistaMart" in France. In addition, we have filed trademark applications in a number of countries,
including the United States and the European Union for the product names "VistaView", "VistaMart," "VistaPortal," "VistaFinder", "VistaService", "VistaFoundation", "VistaNotifier", "VistaLink",
"VistaBridge", "Vista Plug-in", "VistaNext", "VistaProvisioner" and for "InfoVista" accompanied by its logo and the phrase "Seeing IT." We have applications pending for protection for some
of these trademarks in other jurisdictions. We plan to apply for trademark registrations for other product names containing the word "Vista" in the near future.

We
seek to protect our source code for our software, documentation and other written materials under trade secret and copyright laws. For example, we license our products to
end-users under

38

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shrink-wrap license agreements. We seek to avoid disclosure of our intellectual property by restricting access to our source code and by requiring employees and consultants with access to
our proprietary information to execute confidentiality agreements with us. Our employees sign contracts with us agreeing not to compete for a certain period following their departure from our company
subject to certain limitations. We have deposited our source codes with theAgence pour la Protection des Programmes, one of the main French
organizations offering software escrow services.

Despite
our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. In
addition, the laws of many countries do not protect our proprietary rights to the same extent as the laws of the United States and France. Litigation may be necessary in the future to enforce our
intellectual property rights, to protect our trade secrets and to determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of
resources. In addition, we may not prevail in any such litigation, and our intellectual property rights may be found invalid or unenforceable. Any of the foregoing could have a material adverse effect
on our business and operating results.

We
use a variety of third party software in our products that we license for this purpose. This software will range from a specific application or codes developed by a software provider
in conjunction with our development team to software which is made freely available via the Internet. In some cases the software forms a key role in our products; in other cases we can use alternative
software without significantly impacting our performance or timetable. In the case of key software, we seek to protect our ability to use the software by negotiating appropriate licenses and escrow
protection. However, we cannot guarantee that the third-party software licenses will continue to be available to us on commercially reasonable terms, if at all.

Our
success and ability to compete also depend upon our ability to operate without infringing upon the proprietary rights of others. In the event of any successful claim of infringement
against us, however, and our failure or inability to license that technology on acceptable terms, our business and operating results could be significantly harmed.

4.17    Insurance

We have maintained an appropriate level of insurance coverage with conditions that are in line with our industry standards. We have put into effect a worldwide
insurance program that provides coverage for significant risks and activities.

We
maintain insurance against potential civil and product liability claims. We maintain insurance policies against the following risks; Directors and Officers liability; Civil liability
including general liability. This insurance covers all countries where we have a legal presence. We have not obtained any insurance for net losses in any of the countries in which we have operations.

We
maintain a comprehensive portfolio of insurance policies covering our principal risks, including damage to physical property, legal liability for third party damage, product liability
and professional errors and omissions liability as well as Directors and Officers liability.

We
regularly review the level of coverage in force with the risks that we may encounter.

We
believe that the level and geographical scope of our coverage is appropriate for the risks encountered, and is in line with the practices in the insurance market.

39

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4.18    Communications

We communicate with our investors and the public by means of our website at www.infovista.com and participation at trade shows and
trade events. We also conduct regular press statements and meetings with the press and analysts and embark on frequent roadshows.

4.19    Personnel

See "Item 6. Directors, Senior Management and Employees."

4.20    Research and Development

Our product and technology development team is responsible for the design, development and release of our software. Within our product and technology development
team is an advanced research group that focuses on emerging trends, architectural issues and product technology strategies. As of June 30, 2002 and 2001, our research and development
organization consisted of 63 and 54 employees, respectively. We subcontract engineers for highly specialized discrete projects. Our research and
development employees focus on developing our more complex and strategically important projects. Our total research and development expenses were € 7.2 million,
€ 4.6 million and € 2.0 million in 2002, 2001, and 2000, respectively. We expect our research and development expenses to
increase as we hire additional personnel to develop new products and to enhance our existing software.

4.21    Facilities

Our headquarters, located in Les Ulis, outside Paris, France, occupy approximately 3,500 square meters of office space under a lease, which expires on
June 30, 2009, with an option to terminate the contract every three years. We also lease regional offices located in the United States in New York (New York), Columbia (Maryland), Herndon
(Virginia) and Sunnyvale (California), as well as in Europe, London (United Kingdom), Madrid (Spain), Munich (Germany) and in Singapore for our operational center in the Asia-Pacific
region. We believe that our existing facilities are adequate for our current needs and that suitable additional or alternative space should be available in the future on commercially reasonable terms
as needed. During the fiscal year 2002 we vacated rented premises in Boulogne-Billancourt (France), and reduced the size of the area under rent in Columbia (Maryland) and Munich.

4.22    Legal Proceedings

As is the case with many companies in the software industry, we have received, and may in the future receive, communications alleging possible infringement of
patents and other intellectual property rights of others. Irrespective of the validity or the successful assertion of such claims, we could incur significant costs with respect to the defense thereof,
which could have a material adverse effect on our results of operations or financial condition. In addition, if we were to lose an infringement claim against us in the future, we might have to pay
substantial damages or stop making, using or selling the technology that was determined to infringe another party's rights or products that incorporate it.

We
are currently involved in ordinary routine litigation or arbitration incidental to our business; however, we do not believe that we are party to any pending litigation or arbitration
which has had or could have a material, adverse effect on our financial condition, activity or results.

4.23    Seasonality

Our business has experienced and may continue to experience significant seasonality as described in "Item 3. Key InformationRisk Factors" and "Item
5. Operating and Financial Review and Prospects."

40

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4.24    Raw Materials

Our business is not dependent upon any raw materials.

4.25    Material Effect of Government Regulations

During the fiscal year 2002, there were no changes to governmental regulations in any jurisdiction in which we do business which had a material adverse effect on
our operations or financial condition.

4.26    Organizational Structure

See "Item 4.2.1. Subsidiaries and Investments as of June 30, 2002."

4.27    Industrial and Environmental Risks

We do not store inflammable or dangerous material or products at any of our facilities, nor are we subject to any specific constraints with respect to any
potential environmental risks.

We
are not aware of any industrial or environmental risk known or suspected to be associated with the development, manufacture, transport or use of our products and services. We are not
aware of any industrial or environmental risks which affect or may affect the utilization of any of our facilities.

ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the discussion below in conjunction with our consolidated financial statements included elsewhere in this report, which have been prepared in
accordance with U.S. GAAP.

5.1    Overview

We are a global provider of software solutions that help service providers and enterprises achieve better returns from their complex IT infrastructures.
Our software monitors, analyzes and reports on the performance and quality-of-service of IT infrastructure, including the Internet, networks, servers and applications.
We generate revenues in the form of licensing fees on our products and in the form of service fees from our professional services, customer support and maintenance.

5.2    Recent Developments

5.2.1    Buyback of Minority Interest

On July 19, 2002, we purchased 147,125 shares of Class B shares in InfoVista (Asia-Pacific) Pte Ltd, our majority owned
subsidiary in Singapore. The shares were purchased from 3 employees of which 2 employees were terminated in July 2002. We purchased the shares for a total of SGD 3, which
was paid in July 2002. A third party minority interest holder continues to hold 10,000 shares in InfoVista (Asia-Pacific) Pte Ltd, which represents a 2% ownership.

5.2.2    Restructuring

During the first quarter of fiscal year ending 2003, we intend to complete a plan to reduce our workforce by approximately 11 employees as part of our
ongoing measures to better align operating expenses with revenues. As a result of the reduction in headcount and the adoption of a plan to re-focus our commercial activities in the Central
Eastern Europe region, we have already adopted an office rationalization plan to further reduce the size of our Munich office facilities. As a result of these restructuring plans, we intend to record
a restructuring charge of up to € 1.0 million during the first quarter of fiscal year 2003.

41

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5.2.3    Purchase of our own shares

Pursuant to authorizations granted by our board of directors on December 18, 2000 and December 13, 2001, from July 1, 2002 to
November 29, 2002, we repurchased 1,118,014 of our own shares for € 1.8 million, which have not been resold. As of November 29, 2002, we held a total
of 1,124,767 of our own shares. The primary objectives of these repurchases are mainly to stabilize our share price on the market, to motivate our employees by re-allocating these stock
options to them while complying with the relevant regulations.

5.2.4    Unaudited First Quarter Results

Three Months Ended September 30, 2001 Compared to Three Months Ended September 30, 2002 (unaudited)

Revenues

Total revenues remained relatively flat with a 1.3% decrease to € 6.5 million for the three months ended September 30,
2002 from € 6.6 million for the three months ended September 30, 2001, due to the decrease in license revenues, partially offset by an increase in service
revenues. Revenues invoiced from Europe accounted for approximately 47.8% of total revenues for the three months ended September 30, 2002, while North America and Asia's invoiced revenues were
41.0% and 11.2%, respectively.

License
revenues decreased 11.6% to € 3.6 million, or 54.8% of total revenues, for the three months ended September 30, 2002 from
€ 4.0 million, or 61.2% of total revenues, for the three months ended September 30, 2001. This decrease is primarily contributed to the deterioration of
market and economic conditions in our Central Eastern Europe region, which has produced less license revenues. Our total number of end-users increased to 536. Our license revenue tends to
decline in the first quarter of our fiscal year as some clients decrease their activities during the summer months, especially in Europe.

Service
revenues increased 15.0% to € 2.9 million, or 45.2% of total revenues, for the three months ended September 30, 2002 from
€ 2.6 million, or 38.8% of total revenues, for the three months ended September 30, 2001. Service revenues primarily increased as a result of providing
maintenance services to a larger installed base.

Cost of Revenues

Cost of revenues increased 5.2% to € 1.9 million for the three months ended September 30, 2002 from
€ 1.8 million for the three months ended September 30, 2001, due mainly to the increase in service revenues. Personnel expenses were the principal component
of cost of revenues. Cost of revenues increased as a percentage of total revenues from 27.6% for the three months ended September 30, 2001 to 29.4% for the three months ended
September 30, 2002 mainly as a result of the increase in license royalties related to certain royalty arrangements. Cost of license revenues increased as a percentage of license revenues from
5.5% for the three months ended September 30, 2001 to 9.5% for the three months ended September 30, 2002. Cost of service revenues decreased as a percentage of service revenues from
62.5% for the three months ended September 30, 2001 to 53.5% for the three months ended September 30, 2002.

Selling and Marketing Expenses

Selling and marketing expenses increased 10.1% to € 4.3 million for the three months ended September 30, 2002, from
€ 3.9 million for the three months ended September 30, 2001, due to the increase in personnel costs and discretionary marketing programs. Selling and
marketing expenses

42

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represented 58.9% of total revenues for the three months ended September 30, 2001, and 65.6% for the three months ended September 30, 2002. Headcount in selling and marketing decreased
from 82 people as of September 30, 2001 to 77 people as of September 30, 2002.

Research and Development Expenses

Research and development expenses increased 16.1% to € 1.8 million for the three months ended September 30, 2002, from
€ 1.5 million for the three months ended September 30, 2001, due to the € 0.2 million of purchased research and
development along with increased headcount. This headcount increased from 51 people as of September 30, 2001 to 54 people as of September 30, 2002. Research and development
expenses represented 23.3% of total revenues for the three months ended September 30, 2001 and 27.3% for the three months ended September 30, 2002.

General and Administrative Expenses

General and administrative expenses decreased 20.9% to € 1.4 million for the three months ended September 30, 2002,
from € 1.8 million for the three months ended
September 30, 2001. This was due principally to a reduction in personnel, along with exceptional bad debt charges of € 0.2 million for the three months ended
September 30, 2001 that did not occur in the same period in 2002. General and administrative expenses represented 26.8% of total revenues for the three months ended September 30, 2001
and 21.5% for the three months ended September 30, 2002.

Stock Compensation

Stock compensation decreased to € 17 thousand for the three months ended September 30, 2002 from
€ 173 thousand for the three months ended September 30, 2001.

Restructuring Costs

Restructuring costs decreased to € 0.8 million for the three months ended September 30, 2002 from
€ 0.9 million for the three months ended September 30, 2001.

Other Income (Expense)

Other income (expense) is comprised of interest income, net foreign currency transaction gains and proceeds from disposal of fixed assets. Other income for the
three months ended September 30, 2002 included € 0.4 million in interest income from the investment of the proceeds from our initial public offering compared
with € 0.6 million for the three months ended September 30, 2001. We recorded a loss on disposal of fixed assets of
€ 0.1 million for the three months ended September 30, 2002, in connection with the disposal of fixed assets as a result of our restructuring plan.

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INFOVISTA        CONSOLIDATED STATEMENTS OF OPERATIONS        (In thousands, except for share and per share data)

|                                                      |                                                                                                                | Three months ended |           
|----------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | ------------------ | ----------
|
|
|Revenues                                              |                                                                                                                |                    |           
|                                                      | License revenues                                                                                               |                    |           
|                                                      | Service revenues                                                                                               |                    |           
|                                                      |                                                                                                                |                    |           
|Total revenues                                        |                                                                                                                |                    | 6,506     
|Cost of revenues                                      |                                                                                                                |                    |           
|                                                      | Costs of license                                                                                               |                    |           
|                                                      | Costs of services (exclusive of non-cash compensation expense of € 2 and € 53, respectively)                   |                    |           
|                                                      |                                                                                                                |                    |           
|Total cost of revenues                                |                                                                                                                |                    | 1,913     
|                                                      |                                                                                                                |                    |           
|                                                      | Gross profit                                                                                                   |                    |           
|Operating expenses                                    |                                                                                                                |                    |           
|                                                      | Sales and marketing expenses (exclusive of non-cash compensation expense of € 11 and € 76, respectively)       |                    |           
|                                                      | Research and development expenses (exclusive of non-cash compensation expense of € 3 and € 24, respectively)   |                    |           
|                                                      | General and administrative expenses (exclusive of non-cash compensation expense of € 1 and € 20, respectively) |                    |           
|                                                      | Stock compensation expense                                                                                     |                    |           
|                                                      | Restructuring costs                                                                                            |                    |           
|                                                      | Amortization of intangibles assets                                                                             |                    |           
|                                                      |                                                                                                                |                    |           
|Total operating expenses                              |                                                                                                                |                    | 8,363     
|                                                      |                                                                                                                |                    |           
|                                                      | Operating loss                                                                                                 |                    |           
|Other income (expense):                               |                                                                                                                |                    |           
|                                                      | Interest income                                                                                                |                    |           
|                                                      | Loss on disposal of fixed assets                                                                               |                    |           
|                                                      | Net foreign currency transaction gains (losses)                                                                |                    |           
|                                                      |                                                                                                                |                    |           
|Loss before income taxes and minority interests       |                                                                                                                |                    | (3,471    
|Income tax (expense) benefit                          |                                                                                                                |                    | (6        
|                                                      |                                                                                                                |                    |           
|Net loss                                              |                                                                                                                |                    | €(3,477   
|                                                      |                                                                                                                |                    |           
|Basic and diluted net loss per share                  |                                                                                                                |                    | €(0.18    
|                                                      |                                                                                                                |                    |           
|Basic and diluted weighted average shares outstanding |                                                                                                                |                    | 19,730,102

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INFOVISTA        CONSOLIDATED BALANCE SHEETS        (In thousands)

|                                                                     |                               | As of |        
|-------------------------------------------------------------------- | ----------------------------- | ----- | -------
|
|
|ASSETS                                                               |                               |       |        
|Cash and cash equivalents                                            |                               |       | €45,078
|Marketable equitable securities                                      |                               |       | 5,522  
|Trade receivables, net of allowance of € 536 and € 586, respectively |                               |       | 7,581  
|Prepaid expenses and other current assets                            |                               |       | 2,833  
|                                                                     |                               |       |        
|                                                                     | Total current assets          |       |        
|                                                                     |                               |       |        
|Fixed assets, net                                                    |                               |       | 4,447  
|Licensed technology and advances, net                                |                               |       | 1,267  
|Goodwill and other purchased intangible assets, net                  |                               |       | 823    
|Deposits and other assets                                            |                               |       | 738    
|                                                                     |                               |       |        
|                                                                     | Total non current assets      |       |        
|                                                                     |                               |       |        
|Total assets                                                         |                               |       | €68,289
|                                                                     |                               |       |        
|LIABILITIES & STOCKHOLDERS' EQUITY                                   |                               |       |        
|Trade payables                                                       |                               |       | €3,172 
|Current portion of long-term debt                                    |                               |       | 305    
|Accrued salaries and commissions                                     |                               |       | 1,966  
|Accrued social security and other payroll taxes                      |                               |       | 763    
|Deferred revenue                                                     |                               |       | 4,081  
|Other current liabilities                                            |                               |       | 1,649  
|                                                                     |                               |       |        
|                                                                     | Total current liabilities     |       |        
|                                                                     |                               |       |        
|Long-term debt                                                       |                               |       | 0      
|Other long term liabilities                                          |                               |       | 61     
|Commitments and contingencies                                        |                               |       |        
|                                                                     |                               |       |        
|                                                                     | Total non-current liabilities |       |        
|                                                                     |                               |       |        
|Stockholders' equity:                                                |                               |       |        
|Common stock                                                         |                               |       | 10,737 
|Capital in excess of par value of stock                              |                               |       | 85,850 
|Accumulated deficit                                                  |                               |       | (38,061
|Unrealized losses on available for sale securities                   |                               |       | (478   
|Cumulative translation adjustment                                    |                               |       | (703   
|Deferred compensation                                                |                               |       | (21    
|Less common stock in treasury                                        |                               |       | (1,032 
|                                                                     |                               |       |        
|                                                                     | Total stockholders' equity    |       |        
|                                                                     |                               |       |        
|Total liabilities and stockholders' equity                           |                               |       | €68,289
|                                                                     |                               |       |        

45

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5.3    Revenues

We generate revenues from licensing fees for our products and fees for services provided by our professional services activities, including maintenance,
consulting and training. For the years ended June 30, 2002, 2001, and 2000, revenues from licenses represented 62.7%, 70.7% and 74.4% of total revenues, respectively.

We
target end-users particularly in the telecommunications, service provider industry, and other IT-intensive organizations such as financial institutions,
transportation/logistics companies, insurance companies and healthcare services. Revenues from service provider end-users, which includes telecommunications and service provider companies,
such as ISPs, ASPs and outsourcers of IT services, accounted for 69.5%, 80.8% and 52.8% of our total revenues for the years ended June 30, 2002, 2001 and 2000, respectively. We expect that
revenues from service provider industry end-users shall continue to constitute a significant portion of our future revenues, but we intend to further enhance our large enterprise client
base.

As
of June 30, 2002, we had 530 end-users of our products holding in aggregate 8,495 licenses for our products, including 1,703 licenses for the InfoVista Workshop and
InfoVista Runtime Servers. As of June 30, 2001, we had 470 end-users of our products holding in aggregate 4,504 licenses for our products, including 1,306 licenses for the InfoVista
Workshop and InfoVista Runtime Servers.

We
generate revenues not only through our direct sales force but also from indirect sales through channel resellers, who in turn sell our products and services to their customers. Since
late 1999, we have generated a limited portion of our revenues from products sold through OEMs. For the year ended June 30, 2002, 3.2% of total revenues were from OEM relationships. We
expect that this percentage will increase in the future.

Our
main sales regions are Europe, the United States and the Asia-Pacific region. For the year ended June 30, 2002, approximately 58.2%, 34.3%, and 7.5% of our
revenues were recognized from sales invoiced from Europe, the United States and Singapore respectively. For the year ended June 30, 2001, approximately 52.0%, 43.7%, and 4.3% of our revenues
were recognized from sales invoiced from Europe, the United States and Singapore respectively. For the year ended June 30, 2000, approximately 56.7% and 43.3% of our revenues were recognized
from sales invoiced from Europe and the United States respectively.

Under
U.S. GAAP, revenues from sales of our licenses to our end-user clients are recognized generally when we receive a purchase order, we deliver the software (assuming no
significant obligations on our part remain), collection of the resulting receivable is probable and the amount of fees is fixed or determinable. We provide for allowances for estimated future returns
from our clients upon shipment. Prior to December 31, 1999, we recognized license revenues generated from sales through our resellers when we received cash from a sale since, under our
agreements, resellers had certain cancellation options. Subsequent to December 31, 1999, reseller contracts have been revised to exclude these cancellation options and, accordingly, we
currently recognize reseller license revenues on the same basis as for direct sales to end-user clients. We recognize license revenues from our OEMs after receipt from them of a
quarterly report of their sales made in that period.

Our
customers purchase maintenance services for an initial period (typically 12 months) as part of the purchase of the license. The maintenance contract is automatically renewable
for subsequent 12-month periods unless the client cancels or we cancel. Payments for maintenance fees (on initial order or on renewal) are generally made in advance and are
non-refundable. We defer revenues for maintenance services and recognize them ratably over the term of the maintenance agreement. Revenues from consulting, training and other support
services are generally recognized as the services are performed. These revenue recognition policies for maintenance and other services are the same regardless of the sales channel used. Service
revenues are not shared between our resellers and us.

46

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End-users either enter into a service contract directly with us or with a reseller. We generally receive no portion of the service revenues generated by our reseller.

Since
licenses are almost always sold with maintenance services, we recognize the amount of license revenue in a license and maintenance package based on the residual value method. The
fee allocated to maintenance services is based upon the fee charged to renew these maintenance services. Significant discounts offered on other services are generally allocated to the delivered
license portion of the fee. License revenues and service revenues that have been prepaid or invoiced but that have not yet been recognized as revenues under our policy are reflected as deferred
revenues.

5.4    Cost of Revenues

Our cost of revenues is comprised of cost of license revenues and cost of service revenues. Cost of license revenues consists primarily of license fees paid to
third-party software vendors whose software is embedded in our products and, to a lesser extent, the costs of software packaging, production of documentation and shipping. Cost of service revenues
consists primarily of personnel-related costs (salaries and facilities) incurred in providing services. The gross profit on service revenues is significantly lower than on license revenues and
accordingly, if a higher percentage of our revenues are generated from sales of licenses, we would expect our overall gross profit as a percentage of revenues to increase. This expectation is based on
our strategy to increasingly use partners to deliver services to our clients, which we believe will result in a decrease in our service revenues as a percentage of total revenues.

An
important cost item for us is licensing fees for third-party software, particularly software from eXcelon Corporation (formerly, Object Design, Inc.) that is integrated with
internally developed software and used in our products to perform key functions. On August 23, 2000, we entered into a new licensing agreement with eXcelon, which expires on December 31,
2007. This new agreement provides us with unlimited, non-exclusive use of the eXcelon's ObjectStore software for a fixed fee. We made an initial payment of U.S.$ 1.6 million during
fiscal year 2001 to eXcelon. We accounted for the initial payment as "Licensed technology and advances", which we will amortize over the seven-year and four months term of the agreement.

As
service revenues evolve, we expect to adapt our customer support and professional service personnel to our maintenance, consulting and training activities. Consequently, we anticipate
that our cost of service revenues will remain relatively flat for the near term.

Our
cost of revenues is shown exclusive of stock compensation. The following discussion of cost of revenues and the subsequent presentation of the results of our operations, which
analyzes this expense classification and its relationship to revenues, also excludes stock-based compensation costs, which are addressed separately. This presentation conforms to the presentation of
our statement of income in our consolidated financial statements included elsewhere in this report. Because of the magnitude and irregular timing of charges relating to stock-based compensation, we
believe such presentation will help you compare operating results over the periods presented.

5.5    Operating Expenses

Selling and marketing expenses consist primarily of salaries, commissions to sales personnel and agents, travel, tradeshow participation, advertising, public
relations and other promotional expenses. We expect that our selling and marketing expenses will remain flat as a percentage of revenues for the near term. As revenues grow, we intend to hire more
people, increase our efforts to promote our products, and build market share. Research and development expenses consist primarily of personnel costs associated with software product development and
outsourced research and development. We expect that our research and development expenses will remain relatively flat as a percentage of revenues for the near term. We have not capitalized any
software development costs as the time between

47

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technological feasibility and product release is very short, and development costs incurred during that time are immaterial. General and administrative expenses consist primarily of salaries for
financial, administrative and management personnel and related travel expenses, as well as legal and accounting expenses. We expect that these expenses will continue to decrease as a percentage of
revenues in the short and long-term.

We
have granted options and issued warrants to our employees on various occasions. In addition, certain principal shareholders sold shares to some of our employees that they had acquired
pursuant to
a certain repurchase option granted to them by other shareholders. Under U.S. GAAP, certain of these awards and sales are viewed as additional employee compensation, which we reflect as stock
compensation in our financial statements. We recognized approximately € 4.0 million in share plan costs from July 1, 1999 through June 30, 2002. See
Note 7 to the consolidated financial statements for further information on stock-based compensation. Cost of services, selling and marketing expenses, research and development expenses and
general and administrative expenses are all shown exclusive of this stock compensation expense.

5.6    Period-to-Period Variability

Our business has experienced and may continue to experience significant seasonality. Sales of products and services such as ours in Europe and certain other parts
of the world are typically adversely affected in the quarter ending September 30, as many clients reduce their business activities during the summer months. We believe that these trends are
likely to continue to result in significant seasonal fluctuations in our quarterly results.

48

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5.7    Results of Operations

The following table sets forth, for the periods indicated, the percentage of total revenues represented by each item in our Statements of operations.

|                                               |                                          | Year ended June 30, |      
|---------------------------------------------- | ---------------------------------------- | ------------------- | -----
|
|Revenues                                       |                                          |                     |      
|                                               | License revenues                         |                     | 62.7 
|                                               | Service revenues                         |                     | 37.3 
|                                               |                                          |                     |      
|Total revenues                                 |                                          | 100                 |      
|Cost of revenues                               |                                          |                     |      
|                                               | Cost of licenses                         |                     | (3.3 
|                                               | Cost of services                         |                     | (20.4
|                                               |                                          |                     |      
|Total cost of revenues                         |                                          | (23.7               | )    
|                                               |                                          |                     |      
|Gross profit                                   |                                          | 76.3                |      
|Operating expenses                             |                                          |                     |      
|                                               | Sales and marketing expenses             |                     | (56.9
|                                               | Research and development expenses        |                     | (24.6
|                                               | General and administrative expenses      |                     | (23.9
|                                               | Stock compensation expense               |                     | (1.1 
|                                               | Restructuring costs and consulting fee   |                     | (8.1 
|                                               | Impairment charge for goodwill           |                     | (6.3 
|                                               | Amortization of goodwill and intangibles |                     | (1.3 
|                                               |                                          |                     |      
|Total operating expenses                       |                                          | (122.2              | )    
|                                               |                                          |                     |      
|Operating loss                                 |                                          | (45.9               | )    
|                                               | Other income                             |                     | 5.0  
|Loss before income taxes and minority interest |                                          | (40.8               | )    
|                                               | Income tax expense                       |                     |     
|                                               | Minority interest                        |                     | 0.1  
|                                               |                                          |                     |      
|Net loss                                       |                                          | (40.8               | )    
|                                               |                                          |                     |      

The
following table sets forth, for the periods indicated, our gross margins broken out for licenses and services.

|                                                |  | Year ended June 30,
|----------------------------------------------- |  | -------------------
|
|
|Gross margin                                    |  |                    
|License gross margin                            |  |                    
|(License gross profit as % of license revenues) |  | 94.8               
|Service gross margin                            |  |                    
|(Service gross profit as % of service revenues) |  | 45.4               

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Fiscal Years Ended June 30, 2002, 2001 and 2000

Revenues

Total revenues were € 29.2 million, € 27.7 million, and
€ 10.3 million for the years ended June 30, 2002, 2001 and 2000, respectively, representing increases of 5.4% from fiscal year 2001 to fiscal year 2002 and
167.5% from fiscal year 2000 to fiscal year 2001.

License
revenues were € 18.3 million, € 19.5 million and € 7.7 million for the
years ended June 30, 2002, 2001 and 2000, respectively. The 6.2% decrease in license revenues from fiscal year 2001 to fiscal year 2002 was primarily due to the deterioration of market and
economic conditions in North America and the Central Eastern Europe regions. The 154.2% increase in license revenues from fiscal year 2000 to fiscal year 2001 was primarily due to the continued growth
of both our direct and indirect sales forces and the significant increase in our average deal sizes.

Service
revenues, including maintenance, training, and consulting services, were € 10.9 million, € 8.1 million,
and € 2.7 million for the years ended June 30, 2002, 2001, and 2000, respectively. Service revenues accounted for 37.3%, 29.3% and 25.6% of total revenues
for the years ended June 30, 2002, 2001, and 2000, respectively. The 34.6% increase from fiscal year 2001 to fiscal year 2002 was primarily due to the increase of maintenance revenues that
resulted from the increased install base. The 206.1% increase from fiscal year 2000 to fiscal year 2001 was due to the follow-on effect of the increase in sales of licenses and the
development of our professional services offerings.

Cost of Revenues

Cost of revenues was € 6.9 million, € 6.8 million and
€ 2.8 million for the years ended June 30, 2002, 2001, and 2000, respectively, representing an increase of 1.5% from fiscal year 2001 to fiscal year 2002,
and an increase of 145.3% from fiscal year 2000 to fiscal year 2001. Cost of revenues accounted for 23.7%, 24.5% and 26.7% of total revenues for the years ended June 30, 2002, 2001, and 2000,
respectively.

Cost
of license revenues, as a percentage of license revenues, was 5.2%, 4.5% and 2.8% for the years ended June 30, 2002, 2001, and 2000, respectively. The percentage increase in
fiscal year 2002 compared with fiscal year 2001 was primarily due to additional royalty costs related to third party software integrated into our VistaPlugin licenses and the decrease of license
revenue. The percentage increase in fiscal year 2001 compared with fiscal year 2000 was primarily due to additional costs related to the amortization of the newly purchased Licensed Technology and
Royalty Advance for eXcelon's ObjectStore software.

Cost
of service revenues, as a percentage of service revenues, was 54.6%, 72.6%, and 95.9% for the years ended June 30, 2002, 2001, and 2000, respectively. The percentage decrease
from fiscal year 2001 to fiscal 2002 was due to an increase in maintenance service revenues, which carry less cost of revenues than consulting and training revenues. The percentage decrease from
fiscal year 2000 to fiscal year 2001 was due to the progressive deployment of our newly trained personnel to revenue-generating activities.

Selling and Marketing Expenses

Selling and marketing expenses were € 16.6 million, € 16.6 million, and
€ 8.6 million for the years ended June 30, 2002, 2001, and, 2000, respectively. The 93.0% increase from fiscal year 2000 to fiscal year 2001, was due to
increased selling and marketing personnel expense, higher commission expenses from increased revenues and increased participation in industry trade shows, seminars and other promotional activities to
support the introduction of new product releases and continually increase market awareness. In addition, in fiscal year 2000, we incurred a non-recurring expenditure of
€ 1.0 million related to a marketing/brand awareness campaign. Selling and marketing expenses

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accounted for 56.9%, 59.9% and 83.1% of total revenues for the years ended June 30, 2002, 2001, and 2000, respectively. Headcount in selling and marketing as of June 30, 2002, 2001, and
2000 was 84, 92 and 58, employees, respectively.

Research and Development Expenses

Research and development expenses were € 7.2 million, € 4.6 million, and
€ 2.0 million for the years ended June 30, 2002, 2001, and 2000, respectively. The percentage increases of 56.5% from fiscal year 2001 to fiscal year 2002,
and 137.7% from fiscal year 2000 to fiscal year 2001 were due to continued investments made to enhance and develop the InfoVista Runtime and Workshop Servers and add new products, such as VistaPortal,
VistaLink, VistaBridge and various Vista Plug-ins and VistaViews. Research and development expenses accounted for 24.6%, 16.8%, and 18.9% of total revenues for the years ended
June 30, 2002, 2001, and 2000, respectively. Headcount in research and development as of June 30, 2002, 2001, and 2000 was 63, 54 and 28 employees, respectively.

General and Administrative Expenses

General and administrative expenses were € 7.0 million, € 7.6 million, and
€ 3.2 million for the years ended June 30, 2002, 2001, and 2000, respectively. The percentage decrease of 7.9% from fiscal year 2001 to fiscal year 2002 was
due to the reduced headcount in administrative positions. The percentage increase of 139.6% from fiscal year 2000 to fiscal year 2001 was due to the increased size of our corporate structure. In
addition, during fiscal year 2001, general and administrative expenses increased in part as a result of additional costs for professional services to meet our legal and accounting requirements as a
public company. General and administrative expenses declined from 30.8% to 27.6%, to 23.9% of total revenues for the years ended June 30, 2000, 2001 and 2002, respectively. Headcount in general
and administration as of June 30, 2002, 2001, and 2000 was 35, 43 and 26, respectively.

Restructuring Charges

During the year ended June 30, 2002, we effected a reduction in our workforce of approximately 30 employees as part of our ongoing measures to better align
operating expenses with revenues. As a result of the reduction in headcount and the adoption of a plan to re-focus our commercial activities in the U.S. and Germany, we adopted an office
rationalization plan to consolidate and reduce our multiple Maryland office facilities into a single location in Columbia, Maryland, while closing down small satellite offices in Germany and reducing
the size of the Munich office. As a result of these restructuring plans, we recorded a total restructuring charge of € 1.7 million during fiscal year 2002, which
included severance costs and other benefits for terminated employees and costs associated with exiting facilities of € 1.0 million and
€ 0.7 million, respectively. Costs associated with exiting facilities included estimated sublease losses, representing the estimated excess of lease costs over
sublease income, estimated sublease commissions and concessions, and other facility closing costs including rent expense while the office space is vacant. We expect a completion of our fourth quarter
restructuring plan by the end of the first quarter of fiscal year 2003, which shall lead to approximately € 1.0 million of additional costs.

Consulting Fee

During the year ended June 30, 2002, we appointed McKinsey, the leading management consultancy, to help assess our global strategy and positioning. U.S.
and European teams were selected within McKinsey and worked with our executives and employees to develop a three-year strategic plan that includes execution and implementation. The
three-year strategic plan revolves around two key objectives: firstly to increase market share within the Service Provider market and secondly to solidify our launch in the Enterprise
arena. During the year ended June 30, 2002, € 0.8 million of consulting

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fees were incurred of which € 0.1 million were included as part of the restructuring charges. We do not expect to incur any additional significant consulting fees
in the near or mid-term.

Impairment Charge for Goodwill

During the year ended June 30, 2002, we reclassified the carrying value of the workforce as of July 1, 2001 into goodwill in accordance with a new
accounting rule on goodwill in U.S. GAAP. In June 2002, we performed the annual impairment test of goodwill that resulted from our acquisition of TiSS and wrote-off its entire
carrying value of € 1.8 million. As a result of economic conditions in Central Eastern Europe, our future cash flows forecast for this reporting unit were lowered,
which led to an impairment charge for the entire carrying value of the goodwill.

Stock Compensation Expense

Stock compensation expense totaled € 0.3 million, € 2.2 million, and
€ 1.4 million for the years ended June 30, 2002, 2001, and 2000, respectively. The significant expenses in 2001 and 2000 coincide with the amortization of
stock options and warrants that were granted prior to the Initial Public Offering ("IPO") at an exercise price lower than fair market value at the date of grant. In addition, a
€ 1.5 million charge was taken in 2001, as a result of a certain warrants that were granted to senior managers due to the success of our IPO. Since
September 2000, stock options and warrants have generally been issued at a price equal to the fair market value at the date of grant. As a result, we expect stock compensation to decrease in
the future short and long-term periods.

Other Income

Other income was € 1.5 million, € 4.3 million, and
€ 0.6 million for the years ended June 30, 2002, 2001, and 2000, respectively. The
65.1% decrease from fiscal year 2001 to fiscal year 2002 was due primarily to the effect of the decrease in the exchange rate for the U.S. dollar against the euro on our dollar-denominated net
investments in our subsidiaries that were considered short-term during the fiscal year. The 652.4% increase from fiscal year 2000 to fiscal year 2001 was primarily due to interest income
earned on short-term deposits that arose from our public offering in July 2000. In addition, a significant portion of the increase relates to net foreign currency transaction gains
that resulted primarily from the effect of the increase in the exchange rate for the U.S. dollar against the euro on U.S. dollar deposits in France. On March 1, 2001, we modified intercompany
loan agreements and reclassified the net intercompany investments as long-term in nature, which generally eliminated future net foreign currency exchange transaction gains/(losses) related
to intercompany balances denominated in non-euro currencies. Any foreign currency transaction gains/(losses) that are derived from intercompany investments that are considered
long-term in nature shall be accounted for in the cumulative translation adjustment account within stockholder's equity, while any foreign currency transaction gains/(losses) that are
derived from intercompany investments that are considered short-term in nature shall be accounted for in the income statement.

Income Tax Expense

We had income tax expense of approximately € 12 thousand, € 2 thousand and
€ 0 thousand for each of the years ended June 30, 2002, 2001, and 2000, respectively. The minimal income tax expenses represented the fixed annual minimum
income tax payable in various European countries.

Impact of Changes in Exchange Rates

Fluctuations in the value of the euro against other currencies, especially the U.S. dollar, have, in the past, affected our results of operations, in particular
our net financial income and cumulative translation adjustment. These fluctuations are due to the combined effect of accounting gains and

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losses upon conversion for accounting purposes of our foreign currency denominated investment accounts, primarily the U.S. dollar, and the accounting treatment of our foreign currency denominated
intercompany net investments to our various foreign subsidiaries.

Our
foreign currency net investments are not hedged by currency borrowings and other hedging instruments. See "Item 11. Quantitative and Qualitative Disclosures About Market Risk".

Impact of Inflation

We believe that inflation has not had a material effect on our results of operations during the periods presented.

5.8    Liquidity and Capital Resources

We have financed our operations primarily through the sale of equity securities. We also received interest-free cash advances from l'Agence Pour la Valorisation
de la Recherche("ANVAR"), a French state organization, to be used for research and development purposes. The cash
advances were not subject to conditions relating to intellectual property rights such as with respect to royalty payments or ownership. As of June 30, 2002 and 2001, we had
€ 0.3 million and € 0.7 million of outstanding debt related to the ANVAR cash advances. On July 7, 2000, we completed an
IPO of 6,000,000 common shares at the issue price of € 12.80 per share. The net proceeds to us of the IPO were € 68.65 million, after
deduction of expenses of € 8.15 million. The proceeds from the exercise of options and warrants for the subscription of shares during fiscal year 2002 and 2001 were
approximately € 0.3 million and € 1.9 million, respectively.

As
of June 30, 2002, 2001, and 2000, we had working capital, defined as current assets less current liabilities, of € 53.2 million,
€ 62.8 million, and € 4.6 million, respectively. Cash, cash equivalents, and marketable securities were
€ 55.7 million, € 62.9 million and € 2.9 million as of June 30, 2002, 2001, and 2000,
respectively. As of September 30, 2002, we had working capital of € 49.1 million and cash, cash equivalents and marketable securities of
€ 50.6 million. Because we do not yet generate a positive cash position from our operations, the main indicator of our liquidity is our net cash provided by
financing activities, which includes funds from our capital increases. These have led to a significant positive cash position throughout each of the three years ended June 30, 2002, 2001, and
2000.

For
the years ended June 30, 2002 and 2001, we have a Days Sales Outstanding ("DSO") of 99 and 121 days, respectively. We calculate DSO, a non-US GAAP
measurement, by dividing net accounts receivable at the end of a period by yearly revenues, which is then multiplied by the number of days in the given year. This improvement primarily resulted from a
higher receivable balance as of June 30, 2001, which resulted from higher last quarter billings in comparison to June 30, 2002. We expect that we will be able to maintain this level of
DSO during the upcoming fiscal year.

Net
cash used by operating activities was € 5.3 million, € 1.6 million, and
€ 7.8 million for the years ended June 30, 2002, 2001, and 2000, respectively. The increase in cash used by operating activities from fiscal year 2001 to
2002 was due to a higher net loss in fiscal year 2002, excluding non-cash items such as depreciation, amortization, and stock-compensation based expenses. The significant decrease in the
cash used by operating activities from fiscal year 2000
to 2001 was due primarily to a lower net loss in fiscal year 2001, excluding non-cash items such as depreciation, amortization, and stock-compensation based expenses and also to a greater
reduction in the current liabilities against current assets in the course of fiscal year 2001.

Net
cash used by investing activities was € 7.6 million, € 8.8 million, and
€ 0.9 million for the years ended June 30, 2002, 2001, and 2000, respectively. For fiscal years 2002 and 2000, investing activities primarily consisted of
the € 6.0 million purchase of a marketable security, KLEBER 2006, and the acquisition of computer and networking equipment and leasehold improvements for new office
space.

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During fiscal year 2001, investing activities not only included a significant amount of capital expenditures for office and computer equipment related to our growth and the move to new office for the
corporate and operational headquarters, but also € 1.8 million for the purchase of licensed technology in connection with the agreement we entered into with eXcelon
and the acquisition of TISS for € 3 million, inclusive of acquisition expenses and net of cash acquired.

We
had available net operating loss carry forwards of approximately € 33.9 million and research-related tax credits net of approximately
€ 0.4 million as of June 30, 2002 which can be used to reduce future income taxes or, if after three years they are not so used, they can be reclaimed. Of
these net operating loss carry forwards, € 8.2 million expire between 2003 and 2007, € 17.8 million expire between 2013 and 2023
and € 7.9 million have no expiration date. They are subject to review and possible adjustment by the appropriate taxing authorities.

We
believe that our current cash balances and the cash flows generated by operations, if any, will be sufficient to meet our anticipated cash needs for working capital and capital
expenditures for the next 18 months. Information regarding the maturity of our debt obligations and operating leases is available in "Item 11.2. Financial Instruments" and in Note 12 to
our consolidated financial statements, respectively. Thereafter, if cash generated from operations is insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or
convertible debt securities or obtain credit facilities. The decision to sell additional equity or debt securities could be made at any time and would likely result in additional dilution to our
stockholders. A portion of our cash may be used to acquire or invest in complementary businesses or products or to obtain the right to use complementary technologies. From time to time, in the
ordinary course of business, we evaluate potential acquisitions of such businesses, products or technologies.

5.9    The Euro

On January 1, 1999, the euro was introduced as the common legal currency of eleven member states of the European Economic and Monetary Union, including
France. We have adopted the euro as our reporting currency in our consolidated financial statements and translated all French franc amounts at the fixed exchange rate of FF 6.55957 per
€ 1.00. Although our consolidated financial
statements depict the same trends as would have been shown had they been presented in French francs, they may not be directly comparable to the financial statements of other companies that have also
been restated in euro. Prior to the adoption of the euro, the currencies of other countries fluctuated against the French franc, but because the euro did not exist prior to January 1, 1999,
historical exchange rates for euro are not available. A comparison of our financial statements and those of another company that had historically used a reporting currency other than the French franc
that takes into account actual fluctuations in exchange rates could be materially different from a comparison of the financial statements and those of another company as translated into euros.

5.10    Critical Accounting Policies

The accounting policies described below are those we consider critical in preparing our consolidated financial statements. These policies include significant
estimates made by management using information available at the time the estimations are made. A more detailed description of the significant accounting policies used by us in preparing our financial
statements is included in Note 1 to the consolidated financial statements.

Revenue recognition

Revenues from sales of licenses to end-users are recognized generally when we receive a purchase order, deliver the software (assuming no significant
obligations), collection of the resulting receivable is probable and the amount of fees is fixed or determinable. We provide for allowances for estimated

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future returns from clients upon shipment. Prior to December 31, 1999, we recognized license revenues generated from sales through resellers when we received cash from a sale since, resellers
had certain cancellation options. Subsequent to December 31, 1999, reseller contracts have been revised to exclude these cancellation options and, accordingly, we currently recognize reseller
license revenues on the same basis as for direct sales to end-users. We generally recognize license revenues from OEMs after receipt of a quarterly report of their sales made in
that period.

Customers
purchase maintenance services for an initial period (typically 12 months) as part of the purchase of the license. The maintenance fees are automatically renewable for
subsequent 12-month periods unless the client or we cancel. Payments for maintenance fees (on initial order or on renewal) are generally made in advance and are non-refundable.
We defer revenues for maintenance services and recognize them ratably over the term of the maintenance agreement. Revenues from consulting, training and other support services are generally recognized
as the services are performed. These revenue recognition policies for maintenance and other services are the same regardless of the sales channel used. Service revenues are not shared between
resellers and us. End-users either enter into a service contract directly with us or with a reseller. We generally receive no portion of the service revenues generated by a reseller.

Since
licenses are almost always sold with maintenance services, we recognize the amount of license revenue in a license and maintenance package based on the residual value method. The
fee allocated to maintenance services is based upon the fee charged to renew these maintenance services. Significant discounts offered on other services are generally allocated to the delivered
license portion of the fee. License revenues and service revenues that have been prepaid or invoiced but that have not yet been recognized as revenues under our policy are reflected as deferred
revenues.

Trade receivables

Trade receivables are carried at anticipated net realizable value. Doubtful accounts are provided for on the basis of anticipated collection losses. The estimated
losses are determined from historical collection experience and a review of outstanding accounts receivable.

Foreign currency translation

Generally, our functional currency and our subsidiaries is the applicable local currencies in accordance with Statement of Financial Accounting Standards ("SFAS")
52, "Foreign Currency Translation", while our reporting currency is the euro.

All
our assets and liabilities and our subsidiaries with functional currencies other than euro are translated into euro equivalents at exchange rate as follows: (1) asset and
liability accounts at the rate of exchange in effect on the balance sheet date, (2) revenues and expenses at the average rate of exchange for the year, and (3) shareholder's equity
accounts at historical exchange rates. Generally, transaction gains or losses are reflected in net income (loss). Transaction gains or losses that are related to intercompany investments that are
considered long-term in nature are recorded in cumulative translation adjustment as a separate component of shareholder's equity.

5.11    Forward Looking Statements

This report includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events.
These forward-looking statements are subject to risk, uncertainties, and assumptions about us, including, among other things:



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Except
as required by law, we do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur.

Forward Looking Discussion of Available Trend Information

The statements below are part of a forward looking discussion on available trend information based on our current knowledge and beliefs. Actual results may differ
significantly from those indicated below for the reasons set forth above under the captions "Forward Looking Statements" and "Risk Factors":

On
July 24, 2002, we announced the rollout of a three-year "Renaissance Plan" that revolves around two key objectives:



We
have deployed four main strategies to sustain and increase revenue growth in our core business:



ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

In accordance with French law governing asociété anonyme, our affairs are managed
by our board of directors, which determines our strategy and oversees its implementation, along with our Chairman and Chief Executive Officer (Président
Directeur Général). Ourstatuts(by-laws) grant the Chairman and Chief Executive
Officer full executive authority to manage our affairs, subject to prior authorization of the board of directors or the general shareholders' meeting for certain decisions designated by law. French
company law number 2001-420 dated May 15, 2001, published on May 16, 2001 (the "Law of May 15, 2001"), gives to the board of directors the right to elect one person to
assume the position of Chairman and Chief Executive Officer or to split these functions between two different persons (the

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Chairman of the Board and another natural person bearing the title of Chief Executive Officer or "Directeur Général").
Ourstatutswere modified at our general shareholders' meeting on December 13, 2001, to provide for such a choice. (See "Item 10.2.2
Annual General Meeting"). The board of directors has not yet decided to split these two functions, which are currently performed by the same person.

6.1    Board of Directors

Currently, the board of directors consists of seven members of which 5 are considered independent. Ourstatutscurrently provide that our board of directors shall consist of between three and eighteen members elected by a general shareholders' meeting. Each director must own at least one share of InfoVista.
Ourstatutsprovide that each director is elected for a term of one year, which may be renewed. Our board of directors has met ten times during the
course of fiscal year 2002. None of our shareholders has the exclusive right to appoint a director to the board of directors. There is no arrangement or understanding with major shareholders, clients,
suppliers or others, pursuant to which any person referred to below was selected as a director or member of senior management.

The
board of directors cannot increase the number of members of the board. Only the shareholders, acting pursuant to a simple majority, can do so. Each director must also be a
shareholder. Under French law, a director may be an individual or a legal entity, but the Chairman and/or the Chief Executive Officer must be individuals. The board of directors elects the Chairman
and/or Chief Executive Officer. Directors are elected by the shareholders and serve until the expiry of their respective terms, or until their resignation, death or removal, with or without cause by
the shareholders. Under certain conditions, the board of directors may fill vacancies on the board of directors, pending the next shareholders' meeting, however, the board of directors has the power
to appoint and remove the Chairman of the board at any time.

In
consideration for their services on the board, directors are entitled to receivejetons de présence("directors'
fees"). The total annual amount ofjetons de présenceis fixed by the shareholders'
meeting, but the board determines their allocation among the directors. In addition, remuneration may be granted to directors on a case-by-case basis for special assignments. A
director may not vote for his or her own remuneration. If he or she does vote, the decision is void. The board may also authorize the reimbursement of travel and accommodation expenses as well as
other expenses incurred by directors in the corporate interest.

The
Chairman and/or Chief Executive Officer are entitled to receive remuneration in addition to thejetons de présencegranted by the shareholders' meeting. This additional remuneration is determined by the board of directors and in this case, the Chairman and/or Chief Executive Officer can vote on a resolution
concerning his or her remuneration.

Under
French law, the board of directors presents the year-end accounts to the shareholders and convenes shareholders' meetings. In addition, the board of directors reviews
and monitors our economic, financial and technical strategies.

French
law and ourstatutspermit the board of directors to appoint up to five persons to whom the board of directors may delegate general
or specific powers (Directeurs Généraux Délégués).The Chief
Executive Officer proposes theDirecteurs Généraux Déléguésand the board of
directors determines their specific management powers and responsibilities. Under French law and ourstatuts, aDirecteur
Général Délégué, like the Chief Executive Officer, has broad powers to represent and bind us in
dealing with third parties. TheDirecteur Général Déléguémay be removed by
the board of directors at any time upon the proposal of the Chief Executive Officer. TheDirecteur Général
Déléguémay be held individually responsible for his/her actions if they are deemed contrary to our interests. Philippe Ozanian was
appointedDirecteur Général Déléguéby the board of directors on
September 26, 2001. Didier Lesteven was appointedDirecteur Général
Déléguéby the board of directors on July 23, 2002.

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Meetings
of the board of directors, which are held as often as required in the corporate interest, are normally convened and presided over by the Chairman. According to our statuts, directors who take part in a
meeting of the board by means of a videoconference are deemed to be present, for calculating the quorum and the
majority. According to French company law and ourstatuts,if the board of directors has not met for more than two months, at least
one-third of the members of the board of directors may request that the Chairman convene the board of directors regarding matters listed on the agenda for the meeting. According to our statuts, a quorum
consists of one-half of the members of the board of directors (with a minimum of 2 members) and decisions are taken by a
vote of the majority of the members present, deemed to be present or represented by other members of the board of directors. A director may give a proxy to another director but a director cannot
represent more than one other member at any particular meeting. Members of the board of directors represented by another member at meetings do not count for purposes of determining the existence of a
quorum. A director may not vote for an arrangement or contract in which he or she is materially interested. If he or she does vote, the decision is void.

Under
French law and ourstatuts, our board of directors must give prior authorization for any security, pledge or guarantee by us. This
authorization is generally granted for a period of one year. If the security, pledge or guarantee has not been previously authorized by the board of directors, this security, pledge or guarantee shall
have no effect with regard to InfoVista.

The
French Commercial Code (Code de Commerce) strictly forbids loans by a company to its directors. No company may provide overdrafts for
directors or guarantee any director's obligations. This prohibition also applies to specified executive officers (Directeur Général and Directeurs
Généraux Délégués), permanent representatives of companies on the board of directors, spouses or
heirs of such persons and other intermediaries.

The
French Commercial Code requires directors,Directeur Général, one of its Directeurs Généraux Délégués, one
of a Company's shareholders having a
fraction of the voting rights greater than 5%, or if a shareholder company, the company controlling it, that are considering either directly or indirectly, personally or through an intermediary,
entering into an agreement with the company, to inform the company's board of directors as well as its auditors before the transaction is consummated. French law also requires such an agreement to be
authorized by the board of directors and the director in question may not vote on the issue. French law further requires such an agreement to be submitted to an
ordinary general meeting for approval once entered into, upon presentation of a special report from the company's auditors. Any agreement entered into in violation of these requirements may be voided
by the Commercial Court at the request of the company or of any shareholder, if such agreement is contrary to the interests of the company. Moreover, French law also states that agreements which are
entered into in the ordinary course of business and with terms and conditions which are not out of the ordinary are not subject to the prior authorization of the board of directors. Nevertheless, such
agreements must be disclosed by the interested party to the Chairman of the Board. The list and purpose of such agreements must be communicated by the Chairman of the Board and to the statutory
auditors.

Under
French law, directors are liable for violations of French legal or regulatory requirements applicable tosociétés
anonymes, violation of ourstatutsor mismanagement. A director may be held liable for such actions both individually and
jointly with the other directors.

Ourstatutsdetermine the retirement age of our directors. Our board of directors may not have more than a third of its members who exceed
the age of 75. If this limit is reached, the oldest director is deemed to have resigned during the next shareholders' meeting following his or her 75th birthday. The mandates of a Directeur
Généralor aDirecteur Général
Déléguémay not continue beyond the shareholders' meeting following his or her 70th birthday.

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The
table below sets forth, as of December 5, 2002, the name and year of birth of each of our directors, their current positions with our company, the dates of their initial
appointment as directors, the expiration dates of their current terms (which dates, with respect to the legal entities listed below, refer to the appointment and term of such legal entity) and their
current principal occupation or employment. There is no family relationship between any of the persons listed in this table.

|Name (Year of birth)        |  | Current Position
with InfoVista                |  | Initially
Appointed |  | Term
Expires(1) |  | Present Principal Occupation
or Employment                                                        
|--------------------------- |  | ---------------------------------------------- |  | ------------------- |  | --------------- |  | --------------------------------------------------------------------------------------------------
|Alain Tingaud (1954)        |  | Director, Chairman and Chief Executive Officer |  | 1995                |  | Dec. 2003       |  | Chairman and Chief Executive Officer of InfoVista SA                                              
|Jean-Paul Bernardini (1962) |  | Director                                       |  | 1998(2)             |  | Dec. 2003       |  | Partner of PAI Management (BNP PARIBAS Capital)                                                   
|Herbert May (1949)          |  | Director                                       |  | 2000                |  | Dec. 2003       |  | Management Consultant in Strategy, Sales, Multimedia Telecommunications, Technology and e-commerce
|Hubert Tardieu (1945)       |  | Director                                       |  | 1998                |  | Dec. 2003       |  | President of Finance Markets at Schlumberger SEMA                                                 
|Peter Waal (1932)           |  | Director                                       |  | 2000                |  | Dec. 2003       |  | Principal of Waal Associates                                                                      
|Bruce Cohen (1943)          |  | Director                                       |  | 2001                |  | Dec. 2003       |  | Principal of Bruce L. Cohen & Associates                                                          
|Marco Landi (1943)          |  | Director                                       |  | 2002                |  | Dec. 2003       |  | President of Atlantis Ventures                                                                    

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Directors Business Activities

For information onAlain Tingaud, please see "Executive Officers' Biographies" below.

Jean-Paul Bernardiniis a partner of PAI Management that manages both BNP and PARIBAS's private equity portfolio and other
investors' funds. He is also a director of Orange A/S, Carbone Lorraine, Mediapps, and is a "censeur" of Bouygues Telecom and LD Com.
Jean-Paul Bernardini may be contacted at PAI Management, BNP PARIBAS Capital, 43, avenue de l'Opéra, 75002 Paris, France.

Herbert Mayis a management consultant and investor. He specializes in strategy, sales, multimedia, telecommunications, technology and
e-commerce. He is a director of In-Fusio, Inventel, Mediapps, POET, Netlinx and o3sis. Herbert May may be contacted at Management Beratungs und Beteiligungs-GmbH,
Johannisstr. 20, D-10117 Berlin, Germany.

Hubert Tardieuis President of Finance Markets at Schlumberger SEMA Group. Hubert Tardieu may be contacted at Schlumberger Sema Group, 50
avenue Jean Jaurès, 92542 Montrouge Cedex, France.

Peter Waalis one of the senior partners of Waal Associates, a consulting firm specializing in telecommunications. He is also director of
XO Communications, Inc. (merged with Concentric Network Corporation), an Internet access provider. Peter Waal may be contacted at PO Box 796249, Dallas, TX 75379-6249, USA.

59

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Bruce Cohenis President of Bruce L. Cohen and Associates. Bruce Cohen may be contacted at 163 Plymouth Road, Newton Highlands, MA
02461-1033, USA.

Marco Landiis President of Atlantis Ventures, a venture capital firm which provides assistance to senior management of
start-up companies in the technology sector, while serving as a board member at Softplumbers, Minerva, and Silicon Recognition. Marco Landi may be contacted at Atlantis Ventures, Les
TaissounièresHB3 1681 Route des Dolines, 06560 Valbonne, Sophia Antipolis, France.

6.2    Executive Officers

The table below shows, as of December 5, 2002, the name and year of birth of each of our executive officers (Executive Committee members) and their
responsibilities at our company.

|Name (Year of birth)    |  | Initially
Appointed |  | Current position with InfoVista                                           
|----------------------- |  | ------------------- |  | --------------------------------------------------------------------------
|Alain Tingaud (1954)    |  | 1995                |  | Chairman and Chief Executive Officer                                      
|Manuel Stopnicki (1963) |  | 1995                |  | Chief Technical Officer                                                   
|Philippe Ozanian (1963) |  | 2000                |  | Directeur Général Délégué,Chief Financial Officer
Executive Vice-President
|Didier Lesteven (1960)  |  | 2001                |  | Directeur Général Délégué,Chief Operating Officer
Executive Vice-President

As
of November 29, 2002, no family relationships existed between any of the persons listed in this table. In addition, none of our company's material assets were employed by any
of our executive officers, directly or indirectly.

Executive Officers' Biographies

Alain Tingaudhas served as Chairman and Chief Executive Officer since 1995 (this mandate was renewed by the board
of directors on December 5, 2002). Since 1998, he has substantially devoted all his professional time to our business. From 1991 to 1995, Mr. Tingaud was the Chairman and Chief Executive
Officer of ARCHE Communications, since 1995 a subsidiary of Siemens. From 1995 to 1998, Mr. Tingaud held various other positions within the Siemens group, including Chairman and Chief Executive
Officer of Groupe Siemens Nixdorf France S.A. (19971998) and of Siemens Business Service France S.A. (19961998). From 1987 to 1991, Mr. Tingaud held various positions
at 3Com, including Vice- President of 3Com Southern Europe and Vice-President of Strategy & Business Development. Mr. Tingaud created Alain Tingaud Innovations
EURL and that company is a director of ClarITeam SA, Mediapps, Château on line, Maneos Ltd, RealViz SA and Ecensity Corp. Mr. Tingaud is also a director of InfoVista Corp,
InfoVista UK and InfoVista (Asia-Pacific) Pte Ltd. Mr. Tingaud holds a diploma in Technology from the University of Poitiers.

Philippe Ozanianwas appointedDirecteur Général
Déléguéby the board of directors on September 26, 2001 and serves as Chief Financial Officer and Executive
Vice-President (this mandate was renewed by the board of directors on December 5, 2002). Prior to joining InfoVista in November 2000, Mr. Ozanian was director of Human
Resources and Communications at Johnson & Johnson France and Benelux from 1999 to 2000. Mr. Ozanian served as director of Strategy and Development at Siemens from 1996 to 1999, and from
1987 to 1996, he was director of Human Resources at Olivetti France. Mr. Ozanian has a Masters in law, a Masters in Management and further postgraduate studies in law and management.
Mr. Ozanian is a director of InfoVista BNL, InfoVista GmbH and InfoVista UK Ltd.

60

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Manuel Stopnickihas served as Chief Technology Officer and Executive Vice-President since June 1995. Before 1995,
Mr. Stopnicki served in various positions at M.F.I. (19871995), the software service company that was the predecessor company to InfoVista SA. Mr. Stopnicki is a graduate of Ecole Supérieure
d'Informatiquein Paris with a Masters in Engineering and Computer Science.

Didier Lestevenwas appointedDirecteur Général
Déléguéby the board of directors on July 23, 2002 and serves as Chief Operations Officer (worldwide) and Executive
Vice-President (this mandate was renewed by the board of directors on December 5, 2002). Before joining InfoVista in September 2001, Mr. Lesteven was Senior
Vice-President of Sterling Commerce International (a subsidiary of SBC Communications) from 1999 to 2001. From 1997 to 1999, he was Vice-President of Sales with Candle
Corporation, in charge of Candle's West European operations. From 1991 to 1997, he was General Manager of Chipcom France (which was acquired by 3Com in 1995). Mr. Lesteven holds an MBA in
Finance froml'Ecole des Cadresin Paris.

All
of our executive officers may be contacted at our head office, 6, rue de la Terre de Feu, 91940, Les Ulis, France.

6.3    Corporate Governance

We established three committees of the board of directors on January 11, 1999.

6.3.1    Audit Committee

The
board of directors has an audit committee, comprised of Messrs. Bernardini and Waal. This committee is responsible for providing advice to the board of directors on financial
and accounting matters, in particular with respect to our financial statements, the audit of our investment program and the choice of accountants. The audit committee established by the board of
directors is in compliance with generally accepted business practices in France. For this reason, on September 7, 2000, we were granted a permanent exemption from Nasdaq's Independent Director
and Audit Committee requirements.

The
scope of reference, composition and authority of the audit committee may be revised in accordance with any changes in our obligations pursuant to the implementation of the
Sarbanes-Oxley Act of 2002 and the propagation of rules under the Act by the Securities and Exchange Commission.

6.3.2    Compensation Committee

The board of directors has a compensation committee, comprised of Messrs Bernardini, Cohen and May. Frankie Tan Siew Teck ceased to be a member when Vertex
Technology Fund Limited, of which he had been the representative, resigned as a director of the company. The compensation committee is responsible for proposing salaries and incentives, including
stock options and other profit sharing programs, of our officers and key personnel to the board of directors.

6.3.3    Investment Committee

The board of directors has an investment committee, comprised of Messrs. Cohen, May, Tardieu and Waal, which is responsible for defining general investment
priorities, including potential acquisitions, our goals for return on equity, and financial oversight procedures.

6.4    (Reserved)

6.5    Compensation of Directors and Executive Officers

During the fiscal year 2002, the total value of all compensation, emoluments and benefits in kind remitted to the "mandataires
sociaux" was € 198,486 for Mr. Tingaud (Chairman of the Board of

61

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Directors) and € 177,282 for Mr. Ozanian (Directeur Général
Délégué). No directors' fees have been paid as of June 30, 2002. The board of directors will determine the amount to be paid
to each director for services provided during fiscal year 2002, within the limits specified by the shareholders during the general shareholders' meeting held on December 13, 2001. See "Item
10.2.2. General Shareholders' Meetings". On the same occasion, the shareholders approved Directors' fees (jetons de presence)of
€ 150,000 as the amount that may be allocated to the directors for the fiscal year ended June 30, 2002 and for every fiscal year thereafter until a contrary
decision of
the shareholders is made, and granted the board of directors full authority to allocate these fees between directors, in full or in part, in accordance with the terms to be established by the board.

The
aggregate amount of gross compensation that we paid to our executive officers as a group (5 persons in all, including one whose employment was terminated in July 2002), for
services in all capacities during the fiscal year ended June 30, 2002 was approximately € 889,122. Part of this amount was in the form of performance-related
bonuses paid to our executive officers, the calculation of which is based on revenues. The compensation of our officers and key personnel is proposed by the compensation committee of the board of
directors. See "Item 6.3.2. Corporate GovernanceCompensation Committee" above.

There
are currently no director's service contracts between any of our directors and InfoVista or any of our subsidiaries providing for benefits upon termination of employment.

The
following table sets out the holdings of shares, options and warrants by directors and executive officers as of November 29, 2002.

|Security type |  | Directors(1) |  | Executive Officers(2)
|------------- |  | ------------ |  | ---------------------
|Options(3)    |  | 0            |  | 390,000              
|Warrants(3)   |  | 134,374      |  | 1,000                
|Shares        |  | 935,232      |  | 138,400              
|              |  |              |  |                      
|Total         |  | 1,069,606    |  | 529,400              
|              |  |              |  |                      

---

During fiscal year ended June 30, 2002, the board of directors granted a total of 110,000 stock options giving right to subscribe for the
same number of shares to only onemandataire socialas follows:

|                 |  | Number of stock options granted
during fiscal year ended June 30, 2002 |  |                      |  |     
|---------------- |  | ---------------------------------------------------------------------- |  | -------------------- |  | ----
|
|
|Philippe Ozanian |  | 110,000                                                                |  | 60,000; May 13, 2002 |  | 2.80
|                 |  |                                                                        |  | 40,000; May 13, 2002 |  |     
|                 |  |                                                                        |  | 10,000; May 13, 2002 |  |     

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The table below indicates the information, which relates to the ten employees who were granted the greatest number of stock options during fiscal
year ended June 30, 2002:

|                  |  | Number of stock options granted
during fiscal year ended June 30, 2002 |  |                            |  |     
|----------------- |  | ---------------------------------------------------------------------- |  | -------------------------- |  | ----
|
|
|Didier Lesteven   |  | 150,000                                                                |  | 75,000; September 26, 2001 |  | 2.44
|                  |  |                                                                        |  | 75,000; May 13, 2002       |  | 2.80
|Oliver Woerl      |  | 95,650                                                                 |  | 95,650; May 13, 2002       |  | 2.80
|Peter Moessbaur   |  | 92,200                                                                 |  | 92,200; May 13, 2002       |  | 2.80
|Eric Braun        |  | 70,000                                                                 |  | 25,000; May 13, 2002       |  | 2.80
|                  |  |                                                                        |  | 5,000; May 13, 2002        |  |     
|                  |  |                                                                        |  | 20,000; May 13, 2002       |  |     
|                  |  |                                                                        |  | 20,000; May 13, 2002       |  |     
|Jayson Ho         |  | 46,500                                                                 |  | 4,000; May 13, 2002        |  | 2.80
|                  |  |                                                                        |  | 2,500; May 13, 2002        |  |     
|                  |  |                                                                        |  | 5,000; May 13, 2002        |  |     
|                  |  |                                                                        |  | 35,000; May 13, 2002       |  |     
|Alexander Woerl   |  | 44,400                                                                 |  | 44,400; May 13, 2002       |  | 2.80
|Serge Genetet     |  | 40,000                                                                 |  | 30,000; May 13, 2002       |  | 2.80
|                  |  |                                                                        |  | 5,000; May 13, 2002        |  |     
|                  |  |                                                                        |  | 5,000; May 13, 2002        |  |     
|Peter Mao         |  | 40,000                                                                 |  | 5,000; May 13, 2002        |  | 2.80
|                  |  |                                                                        |  | 35,000; May 13, 2002       |  |     
|Hannelore Pfaller |  | 37,000                                                                 |  | 37,000; May 13, 2002       |  | 2.80
|Joe Bergera       |  | 30,000                                                                 |  | 30,000; May 13, 2002       |  | 2.80

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The table below indicates the information which relates to the employee who exercised the greatest number of stock options during the fiscal year
ended June 30, 2002:

|                   |  | Number of stock options exercised
during fiscal year ended June 30, 2002 |  |                          
|------------------ |  | ------------------------------------------------------------------------ |  | -------------------------
|
|
|Patrick Villeneuve |  | 8,125                                                                    |  | 5,000; July 9, 1999      
|                   |  |                                                                          |  | 2,500; April 9, 1999     
|                   |  |                                                                          |  | 625; September 10, 1997  
|Ronald Wielher     |  | 5,000                                                                    |  | 3,750; April 9, 1999     
|                   |  |                                                                          |  | 2,500; July 9, 1999      
|Manual Stopnicki   |  | 3,750                                                                    |  | 3,750; September 26, 1996
|Didier Lemeur      |  | 3,125                                                                    |  | 2,500; July 9, 1999      
|                   |  |                                                                          |  | 625; October 27, 1997    
|Christine Hieaux   |  | 1,250                                                                    |  | 1,250; April 9, 1999     
|Patterson Waltz    |  | 937                                                                      |  | 625; July 9, 1999        
|                   |  |                                                                          |  | 312; January 28, 2000    
|Thibaut LAME       |  | 750                                                                      |  | 750; October 28, 1999    
|Olivier Gamon      |  | 750                                                                      |  | 750; April 9, 1999       
|Wendi Driver       |  | 624                                                                      |  | 312; April 9, 1999       
|                   |  |                                                                          |  | 312; July 9, 1999        

6.6    Options and Warrants to Purchase our Securities

6.6.1    Options

We currently have four stock option plans. The following discussion has been adjusted to reflect the 1:2 reverse stock split approved by our shareholders on
May 25, 2000.

Authorization information

French law requires that an extraordinary shareholders' meeting be convened for the shareholders to authorize the grant of stock options, with a
two-thirds majority vote. The authorization includes amongst other things the number of issuable shares and the minimum exercise price. The shareholders may delegate power to the board of
directors to fix the terms and conditions of the plan and to grant the options. The authority is given for a limited period of time. Our shareholders have delegated to the board of directors the
authority to grant options, giving right to subscribe for our shares to employees and executive officers.

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The
following table sets forth the key dates and figures relating to the authorization of our option plans currently in force.

|Name of Plan |  | Date of shareholders
authorization |  | Date of expiry of
authorization |  | Number of issuable shares
authorized(1) |    
|------------ |  | ---------------------------------- |  | ------------------------------- |  | --------------------------------------- | ---
|1996 Plan    |  | April 5, 1996                      |  | April 4, 1999                   |  | 250,000                                 | (2)
|1999 Plan    |  | April 9, 1999                      |  | April 9, 2004                   |  | 1,126,000                               |    
|2000 Plan    |  | December 9, 1999                   |  | December 9, 2004                |  | 250,000                                 |    
|             |  | May 11, 2000                       |  | December 9, 2004                |  | 500,000                                 |    
|2001 Plan(3) |  | December 18, 2000                  |  | December 18, 2005               |  | 2,000,000                               |    

---

Vesting information

Under the 1996 Plan, each year after the date of grant, the holder may exercise 25% of the total number of options held. Under all the other plans, the vesting
rules are generally that the holder may
exercise 25% of the options after the first anniversary of the date of grant, 50% after the second anniversary of the date of grant, 75% after the thirtieth month (21/2 years) of the
date of grant and 100% after the third anniversary of the date of grant. Under all the plans, the board of directors has the right to vary these dates and percentages either at the date of grant or at
any time thereafter with the consent of the option holder.

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Grant information

The following table sets out the key dates and figures relating to the grant of stock options as of November 29, 2002 (as adjusted for the reverse stock
split of May 25, 2000).

|Grant dates          |  | Period during which option-holder may exercise options |  | Exercise Price
per option
in €(1) |  | No. of issuable
shares
|-------------------- |  | ------------------------------------------------------ |  | --------------------------------- |  | ----------------------
|1996 Plan            |  |                                                        |  |                                   |  |                       
|September 26, 1996   |  | September 1997September 2001                          |  | 0.30                              |  | 0                     
|December 12, 1996    |  | December 1997December 2001                            |  | 0.30                              |  | 0                     
|September 10, 1997   |  | September 1998September 2002                          |  | 1.22                              |  | 0                     
|October 27, 1997     |  | October 1998October 2002                              |  | 1.46                              |  | 0                     
|February 5, 1998     |  | February 1999February 2003                            |  | 1.75                              |  | 1,500                 
|                     |  |                                                        |  |                                   |  |                       
|Totals per plan      |  | 1,500                                                 
|                     |  |                                                        |  |                                   |  |                       
|1999 Plan            |  |                                                        |  |                                   |  |                       
|April 9, 1999        |  | May 2000April 2007                                    |  | 1.77                              |  | 514,662               
|July 9, 1999         |  | August 2000July 2007                                  |  | 1.77                              |  | 103,160               
|October 28, 1999     |  | November 2000October 2007                             |  | 3.05                              |  | 79,501                
|January 28, 2000     |  | February 2001January 2008                             |  | 4.88                              |  | 72,250                
|March 31, 2000       |  | March 2001March 2008                                  |  | 12.20                             |  | 13,000                
|                     |  |                                                        |  |                                   |  |                       
|Totals per plan      |  | 782,573                                               
|                     |  |                                                        |  |                                   |  |                       
|2000 Plan            |  |                                                        |  |                                   |  |                       
|January 28, 2000     |  | January 2001January 2008                              |  | 4.88                              |  | 63,938                
|March 10, 2000       |  | March 2001March 2008                                  |  | 12.20                             |  | 64,750                
|March 31, 2000       |  | March 2001March 2008                                  |  | 12.20                             |  | 33,250                
|September 4, 2000(2) |  | September 2001September 2008                          |  | 37.53                             |  | 5,500                 
|October 19, 2000(3)  |  | October 2001October 2008                              |  | 38.50                             |  | 3,500                 
|                     |  |                                                        |  |                                   |  |                       
|Totals per plan      |  | 170,938                                               
|                     |  |                                                        |  |                                   |  |                       
|2001 Plan            |  |                                                        |  |                                   |  |                       
|January 24, 2001(4)  |  | January 2002January 2011                              |  | 31.00                             |  | 25,250                
|April 23, 2001(5)    |  | April 2002April 2011                                  |  | 10.83                             |  | 72,100                
|June 20, 2001(6)     |  | June 2002June 2011                                    |  | 8.14                              |  | 89,150                
|September 26, 2001   |  | September 2002September 2011                          |  | 2.44                              |  | 107,800               
|December 13, 2001    |  | December 2002December 2012                            |  | 4.26                              |  | 49,150                
|February 7, 2002     |  | February 2003February 2012                            |  | 4.31                              |  | 9,500                 
|May 13, 2002(7)      |  | September 2001May 2012                                |  | 2.80                              |  | 1,040,495             
|August 8, 2002       |  | August 2003August 2012                                |  | 1.84                              |  | 560,300               
|                     |  |                                                        |  |                                   |  |                       
|Totals per plan      |  | 1,953,745                                             
|                     |  |                                                        |  |                                   |  |                       

---

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Under French law, we cannot grant options to members of the board of directors (other than the Chairman and/or Chief Executive Officer or Directeurs
Généraux Délégués) who are not employees. All options granted
under the 1996 Plan have a term of five years, all options granted under the 1999 Plan and the 2000 Plan have a maximum term of eight years and all options granted under the 2001 Plan have a maximum
term of 10 years. If employees subject to paying social charges in France do not transfer their shares for a specified holding period following the grant of the option, under certain
conditions, they benefit from a favorable tax treatment upon the subsequent sales of the shares granted upon the exercise of the options. In general, if an option holder dies during his or her
employment, such person's options may be exercised up to six months after his or her death to the extent vested at the time of his or her death or termination. No option may be transferred by the
option holder other than by will or the laws of intestacy.

If
an employee subject to social charges in France at the date of grant of options, sells or otherwise transfers the shares resulting from an exercise of such options prior to the
expiration of the applicable holding period, the employer is required to pay French social contributions and certain salary-based taxes, which may represent, for us, approximately 45% of the taxable
salary, on the difference between the exercise price of a stock option and the fair market value of the underlying shares on the exercise date. The law is consistent with French personal income tax
law pursuant to which the difference between the option exercise price and the fair value of the shares at the grant date is treated as salary income if the shares are sold or otherwise disposed of
within the said holding period. This rule applies to all our options, whatever the grant date. Because our existing stock option plans are not structured to enforce this holding period, if any of our
employees exercise options and sell the resulting shares before the end of the relevant holding period, we could be required to pay French social charges to the French government on the resulting
taxable income to those employees. In the case of options granted before April 27, 2000 the holding period is five years from the date of grant. For options granted on or after that date, the
holding period is reduced to four years.

On
July 23, 2001, the board of directors resolved, under certain conditions, to make available to employees holding options with an exercise price higher than
€ 30.00 per share, an offer to surrender all or some of the options granted to them on or after September 1, 2000, without limitation as to exercise price. In
exchange, under certain conditions, such employees were granted new options giving the right to subscribe to the same number of shares as the surrendered options by the board of directors, on
May 13, 2002. The exercise price for the new options was fixed at 2.80 euros in accordance with the rules of the 2001 Plan and otherwise subject to the conditions set forth in the Schedule TO
filed with the Securities and Exchange Commission on August 30, 2001, the
commencement date of the offer period. 1,021,945 options in total were eligible for cancellation of which 950,265 options were cancelled under the terms of the offer. On May 13, 2002, 884,365
options were re-granted.

On
January 23, 2002, further to the board resolution of July 23, 2001, and in the context of a severance package for the former
Executive-Vice-President North American Operations and President of InfoVista Corp., the board of directors resolved to modify in part its resolution of July 23, 2001
and extend the deadline for the exercise of the options granted on April 9, 1999 and October 28, 1999 respectively to April 8, 2007 and October 27, 2007. The other terms of
the resolution of July 23, 2001 remain unchanged.

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On
April 22, 2002, in the context of a severance package for the former Vice-President Business and Productivity of InfoVista S.A., the board of directors resolved to
accelerate the vesting period applicable to his options, giving the right to subscribe to 55,000 new shares granted on April 9, 1999, October 28, 1999 and March 10, 2000 to
February 28, 2002. The board of directors also resolved to extend to November 27, 2003 the period during which the employee may exercise the said options after giving or receiving notice
of termination of employment.

On
July 23, 2002, in the context of a severance package for the former Vice-President of Human Resources of InfoVista S.A., the board of directors resolved to
accelerate the vesting period applicable to his options (giving the right to subscribe to 121,500 new shares) granted on April 9, 1999, January 28, 2000 and May 13, 2002 to
July 19, 2002. The board of directors also resolved to extend to June 4, 2005 the period during which the employee may exercise the said options after giving or receiving notice of
termination of employment.

On
July 23, 2002, in the context of a severance package for the former Executive Vice-President Asia-Pacific Operations, Chief Executive Officer of
InfoVista (Asia-Pacific) Pte Ltd, the board of directors resolved to extend to July 19, 2004 the period during which this employee may exercise the options giving right to
subscribe 65,000 shares granted on March 31, 2000 and May 13, 2002 after giving or receiving notice of termination of employment.

On
July 23, 2002, in the context of a severance package for the former Vice-President Sales and Operations of InfoVista (Asia-Pacific) Pte Ltd, the
board of directors resolved to extend to July 19, 2004 the period during which this employee may exercise the options giving right to subscribe 46,500 shares re-granted on
May 13, 2002 after giving or receiving notice of termination of employment.

On
August 8, 2002, in the context of an individual arrangement, the board of directors resolved to modify the conditions applicable to the stock options granted on the same day to
the Senior Vice-President Worldwide Operations and to the Technical Lead of Germany. These modifications apply
to the time limits of the options. All the other conditions applicable to the said options will be those of the Plan 2001.

Pursuant
to the authorization granted by the shareholders' meeting held on December 5, 2002, our board of directors is authorized to grant our employees options giving right to
purchase up to an aggregate of 300,000 existing shares.

6.6.2    Warrants

We have issued six series of warrants, three of which remain outstanding. The key dates and figures relating to the warrants as of November 29, 2002 are
set out in the following table. Most of the warrants were issued to current shareholders and/or executive officers and/or directors. However, Mr. Gilles Assant holds 38,000 warrants,
Mr. Robert Troy was granted 10,000 warrants and Mr. Ozanian, who has subsequently become an employee, was granted 2,000 warrants, all of which may be exercised for shares in a
two-to-one ratio.

On
February 7, 2002, the board of directors granted 195,624 warrants. A portion of the warrants were not subscribed within the prescribed time limits, and accordingly, their right
to subscribe for these warrants had lapsed. Consequently, the warrants which have been duly subscribed for are held by the following persons: Mr. Balachandran, 15,000 warrants; Mr. Waal,
15,624 warrants; Mr. Bernardini, 25,000 warrants; Mr. May, 25,000 warrants; Mr. Cohen, 25,000 warrants; Mr. Tardieu, 25,000 warrants and Mr. Frank Chen, 10,000
warrants.

Pursuant
to the authorization granted by the shareholders' meeting held on December 5, 2002, our board of directors is authorized to grant warrants in our shares, giving rise to
the right to subscribe up to 190,624 shares to our seven directors, one director of our affiliate, InfoVista (Asia-Pacific) Pte Ltd and to one member of the advisory committee of
InfoVista (Asia-Pacific) Pte Limited.

68

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Table of key dates and figures relating to the grant of warrants as of November 29, 2002(as adjusted for the reverse stock split of May 25, 2000).

|Name
of series   |  | Date of
shareholders'
authorization |  | Period during which holder
may exercise warrants |  | Maximum no. of
issuable shares |     | Subscription
price in €(1) |     | Exercise
price per
warrant in
€(1) |     | No. of
warrants
granted to
executive
officers |  | No. of
executive
officers
concerned
|---------------- |  | ----------------------------------- |  | ------------------------------------------------ |  | ------------------------------ | --- | -------------------------- | --- | ---------------------------------- | --- | --------------------------------------------- |  | -----------------------------------
|Series O         |  | June 30, 1998                       |  | June 30, 1998 to June 30, 2003                   |  | 15,000                         |     | 0.02                       |     | 1.22                               |     | 0                                             |  | 0                                  
|Series C         |  | December 9, 1999                    |  | December 9, 1999 to December 9, 2004             |  | 28,750                         | (2) | 0.02                       |     | 4.88                               |     | 1,000                                         |  | 1                                  
|Series E         |  | December 13, 2001                   |  | February 7, 2002 to February 6, 2007             |  | 140,624                        |     | 0.04                       |     | 4.31                               |     | 0                                             |  | 0                                  
|Series F(3)      |  | December 5, 2002                    |  | December 2002 to December 2007                   |  | 190,624                        |     |                            | (3) |                                    | (3) | 25,000                                        |  | 1                                  
|                 |  |                                     |  |                                                  |  |                                |     |                            |     |                                    |     |                                               |  |                                    
|Total per series |  | 374,998                             |  |                                                  |  |                                |     | 26,000                     |     |                                   
|                 |  |                                     |  |                                                  |  |                                |     |                            |     |                                    |     |                                               |  |                                    

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6.7    Employees

As of June 30, 2002, we employed 227 people, excluding independent contractors. For the year ended June 30, 2002, the average annual salary of our
employees was approximately € 59 thousand, the average age of our employees was 35 years old, and we had an employee turnover rate of 8.07%. As of
September 30, 2002, we employed 206 employees.

6.7.1    Distribution by sector

The following chart indicates the distribution of InfoVista's employees by sectors.

|          |                          | As of June 30,
|--------- | ------------------------ | --------------
|
|Employees |                          |               
|          | Administrative           |               
|          | Sales and marketing      |               
|          | Research and development |               
|          | Customer service         |               
|          |                          |               
|Total     |                          | 227           
|          |                          |               

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6.7.2    Geographic distribution

The following chart indicates our employees by geographic distribution.

|          |               | As of June 30,
|--------- | ------------- | --------------
|
|Employees |               |               
|          | Europe        |               
|          | United States |               
|          | Asia-Pacific  |               
|          |               |               
|Total     |               | 227           
|          |               |               

6.7.3    Profit sharing and Share purchase schemes

On March 6, 2000, we entered into a profit sharing agreement (Plan d'Intéressement) with our
employees in France for the duration of three years. On July 1, 2002 a new profit sharing agreement took effect, for a period of three years. This plan replaced the plan of March 6,
2000.

On
June 1, 2001, we put in place an employee savings scheme (Plan d'Epargne d'Entreprise) for our employees in France as a
complement to the above profit sharing scheme. The scheme is managed by AXA Gestion Intéressement and it allows the French employees to invest either the funds derived from the profit
sharing agreement mentioned above or their private sources into a choice of three funds that balances risk against projected investment return. One of the funds is composed of 100% of InfoVista
shares.

For
the year ended June 30, 2002, the amount of payments made to employees under our profit sharing agreement was € 0.6 million of which
€ 0.5 million was invested in the employee savings scheme. For the 3 months ended September 30, 2002, the amount of payments made to employees under
our profit sharing agreement was € 0.2 million of which € 0.1 million was invested in the employee savings scheme.

6.7.4    Collective agreements

As of February 1, 2000, French employers became subject to a new law reducing the workweek to 35 hours. In this respect, we signed an agreement with
the representatives of our employees on March 8, 2000, by which the reduction in the number of working hours for French-based employees was established with retroactive effect to
February 1, 2000.

In
addition, employment contracts with all of our employees in France are subject to the provisions of theconvention collective SYNTEC,
the collective bargaining agreement applicable to employees in our industry.

6.7.5    Reduction in workforce

During the fiscal year 2002, the net decrease in our workforce was sixteen employees. This reduction primarily resulted from restructuring of our organization to
better align our operating expenses with revenues.

6.8    Share ownership

With respect to directors and senior management, information concerning their share ownership in our company is addressed in "Item 7. Major Shareholders and
Related Party Transactions".

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ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.1    Major Shareholders as of November 29, 2002

We obtained the information, as set forth in the table below, as of November 29, 2002 with respect to each person known by us to beneficially own more than
2% of our outstanding shares and all of our
directors and executive officers as a group as of such date. The voting rights of our principal shareholders are identical to those of our other shareholders.

|Shareholders                            |  | Number of shares |  | % of share capital |  | % of voting rights
|--------------------------------------- |  | ---------------- |  | ------------------ |  | ------------------
|FMR Corp./Fidelity International Ltd(1) |  | 1,952, 953       |  | 9.82               |  | 10.41             
|Société Centrale d'Investissements      |  | 1,918,012        |  | 9.65               |  | 10.23             
|Vertex Technology Fund Ltd(2)           |  | 1,169,170        |  | 5.88               |  | 6.23              
|CV Sofinnova Ventures                   |  | 602,066          |  | 3.03               |  | 3.21              
|Directors & Executive Officers          |  |                  |  |                    |  |                   
|Alain Tingaud(3)                        |  | 924,053          |  | 4.65               |  | 4.93              
|Jean-Paul Bernardini                    |  | 1                |  | 0.00               |  | 0.00              
|Herbert May                             |  | 1                |  | 0.00               |  | 0.00              
|Hubert Tardieu                          |  | 1,251            |  | 0.01               |  | 0.01              
|Peter Waal                              |  | 9,376            |  | 0.05               |  | 0.05              
|Bruce Cohen                             |  | 10               |  | 0.00               |  | 0.00              
|Philippe Ozanian                        |  | 6,482            |  | 0.03               |  | 0.03              
|Manuel Stopnicki                        |  | 8,263            |  | 0.04               |  | 0.04              
|Dider Lesteven                          |  | 3,482            |  | 0.02               |  | 0.02              
|InfoVista S.A.                          |  | 1,124,767        |  | 5.66               |  | 0.00              
|Others(4)                               |  | 12,162,923       |  | 61.16              |  | 64.84             
|                                        |  |                  |  |                    |  |                   
|Total                                   |  | 19,882,810       |  | 100.00             |  | 100.00            
|                                        |  |                  |  |                    |  |                   

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To our knowledge, as of November 29, 2002, (i) the number of outstanding ADSs was 338,955 and (ii) the number of registered
ADS holders was seven.

To
our knowledge, we are not directly or indirectly owned or controlled by another corporation, any foreign government or any other national or legal person separately or jointly. There
is no arrangement known to us, the operation of which may at any subsequent date result in a change of control over us.

We
are not aware of any lock-up or other holding obligations in force affecting InfoVista shares or ADSs held by our directors and our executive officers or other
shareholders.

We
are not aware of any shareholders agreement, or of any other shareholders controlling directly or indirectly more than 2% of our shares or voting rights.

7.2    Significant Changes to Shareholdings Over the Last Three Fiscal Years

The table below shows the significant changes of which we are aware in the percentage of ownership of our shares by our major shareholders during the past three
years. The table shows the

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percentage ownership of our major shareholders on the date of our principal capital increases and/or sales of shares during the period.

|Shareholders                               |  | June 30, 2002 |  | June 30, 2001 |  | July 7, 2000
|------------------------------------------ |  | ------------- |  | ------------- |  | ------------
|FMR Corp and Fidelity International Ltd(1) |  | 9.83          |  | 8.49          |  | 0           
|Société Centrale d'Investissements         |  | 9.65          |  | 9.77          |  | 12.5        
|Vertex Technology Fund Ltd                 |  | 5.89          |  | 5.95          |  | 7.9         
|Innovacom(2)                               |  | 2.23          |  | 5.54          |  | 7.1         
|Strategic European Technologies N.V.(3)    |  | 0             |  | 5.61          |  | 7.0         
|Alain Tingaud(1)                           |  | 4.65          |  | 4.67          |  | 6.4         
|CV Sofinnova Ventures                      |  | 3.03          |  | 3.07          |  | 4.1         
|Alain Ries(1)                              |  | 0             |  | 2.34          |  | 4.3         
|Dassault Développement                     |  | 0             |  | 0             |  | 2.9         
|3Com Corporation                           |  | 0             |  | 0             |  | 3.0         
|Others(4)                                  |  | 64.72         |  | 54.56         |  | 44.8        
|                                           |  |               |  |               |  |             
|Total                                      |  | 100.00        |  | 100.00        |  | 100.0       
|                                           |  |               |  |               |  |             

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7.3    Related Party Transactions

Other than as identified in Note 13 of the Consolidated financial statements, we are not a party to any transaction with a related party, or to a
transaction in which we have received commercial terms not available to other independent third parties.

ITEM 8.    FINANCIAL INFORMATION

8.1    Consolidated Statements and Other Financial Information

See "Item 18. Financial Statements", for a list of the financial statements filed with this document.

8.2    Legal Proceedings

We are involved in various routine legal proceedings incidental to the ordinary course of our business. We believe that the outcome of all pending legal
proceedings will not have a significant effect on our financial condition or results of operation. For additional information see "Item 4. Information on the CompanyLegal Proceedings".

8.3    Dividend Policy

We have not declared dividends for the past three fiscal years. We expect to use all available funds for the financing of our activities, as a result of which we
do not plan on declaring dividends in the near future. For additional information on our dividend policy see "Item 10. Additional informationDividends".

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8.4    Significant Changes

We have set forth our financial condition as of June 30, 2002 in "Item 5. Operating and Financial Review and Prospects", "Item 11. Quantitative and
Qualitative Disclosures About Market Risks" and "Item 18. Financial Statements." Other than as set forth in Note 14 to the Consolidated Financial Statements, we are not aware of any significant
changes affecting our financial condition since June 30, 2002.

ITEM 9.    THE OFFER AND LISTING

9.1    Markets

The shares of InfoVista have been listed on theNouveau Marchéof Euronext Paris S.A. ("Euronext
Paris") and the ADSs have been listed on Nasdaq in the United States since July 7, 2000. InfoVista has been included in the Euronext Paris IT CAC since July, 2000, on the SBF 250 index since
December 21, 2000, the Euronext Paris IT CAC 50 since June 15, 2001 and on IT CAC. The SBF 250 is an index of shares of 250 companies selected by Euronext Paris as the most
representative of the French equities listed on Euronext Paris, from twelve economic sectors. The IT CAC index is an index of French technology companies, which included 177 listed securities as of
September 15, 2002. The IT CAC 50 indexes the 50 largest and most liquid stocks from the IT CAC.

9.2    Price History of the Stock

This table provides the high and low closing prices for our shares on theNouveau Marchéand our
ADSs on Nasdaq since our shares began trading on July 7, 2000.

Volume of transactions and closing price evolution on theNouveau Marché, in euros

|                              |  | Closing price of Shares in euros(1) |  |      |  | Closing price of ADSs in dollars(2) |  |      
|----------------------------- |  | ----------------------------------- |  | ---- |  | ----------------------------------- |  | -----
|
|6 months to November 29, 2002 |  |                                     |  |      |  |                                     |  |      
|2002 June                     |  | 2.81                                |  | 1.62 |  | 2.15                                |  | 1,299
|2002 July                     |  | 2.00                                |  | 1.15 |  | 1.56                                |  | 1,062
|2002 August                   |  | 2.05                                |  | 1.64 |  | 1.84                                |  | 396  
|2002 September                |  | 1.90                                |  | 1.28 |  | 1.52                                |  | 1,091
|2002 October                  |  | 1.81                                |  | 1.32 |  | 1.52                                |  | 534  
|2002 November                 |  | 2.11                                |  | 1.54 |  | 1.78                                |  | 1,056

|                                  |  | High |  | Low  |  |  |  |  |  | High |  | Low  |  |  |  | 
|--------------------------------- |  | ---- |  | ---- |  |  |  |  |  | ---- |  | ---- |  |  |  | 
|Fiscal year 2002 by quarter ended |  |      |  |      |  |  |  |  |  |      |  |      |  |  |  | 
|September 30                      |  | 6.20 |  | 2.10 |  |  |  |  |  | 5.15 |  | 2.00 |  |  |  | 
|December 31                       |  | 4.83 |  | 2.28 |  |  |  |  |  | 4.20 |  | 2.00 |  |  |  | 
|March 31                          |  | 4.79 |  | 3.40 |  |  |  |  |  | 3.90 |  | 3.00 |  |  |  | 
|June 30                           |  | 4.00 |  | 1.62 |  |  |  |  |  | 3.47 |  | 1.45 |  |  |  | 

|                              |  | High |  | Low  |  |  |  |  |  | High |  | Low  |  |  |  | 
|----------------------------- |  | ---- |  | ---- |  |  |  |  |  | ---- |  | ---- |  |  |  | 
|Fiscal year 2002              |  |      |  |      |  |  |  |  |  |      |  |      |  |  |  | 
|July 1, 2001 to June 30, 2002 |  | 6.20 |  | 1.62 |  |  |  |  |  | 5.15 |  | 1.45 |  |  |  | 

---

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The following charts represent the price history of the stock on theNouveau Marchéand Nasdaq from July 7, 2000 to November 29, 2002.

GRAPHIC

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GRAPHIC

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9.3    General

On September 22, 2000, upon successful completion of an exchange offer, the ParisBourseSBF SA, or the "SBF" the Amsterdam Stock Exchanges and
the Brussels Stock Exchanges merged to create Euronext, the first pan-European exchange. Through the exchange offer, all the shareholders of SBF, the Amsterdam Stock Exchanges and the
Brussels Stock Exchanges contributed their shares to Euronext N.V., a Dutch holding company. Following the creation of Euronext, the SBF changed its name to Euronext Paris. Securities quoted on
exchanges participating in Euronext are traded over a common Euronext platform. The implementation of a central clearinghouse platform and of settlement and custody structures are still taking place.
However, these securities will remain listed on their local exchanges. As part of Euronext, Euronext Paris retains responsibility for the admission of shares to Euronext Paris' trading markets as well
as the regulation of those markets.

Euronext
N.V. is listed on thePremier Marchéof Euronext Paris since July 2001. In January 2002, Euronext
N.V acquired the London International Financial Futures and Options Exchange (LIFFE), London's derivatives market. The combination of LIFFE and Euronext N.V. will enable the volume of derivatives
business conducted through LIFFE CONNECT trading platform to treble.

Since
February 6, 2002,Bolsa de Valores de Lisboa e Porto(BVLP) has become a wholly-owned subsidiary of Euronext N.V. and is
therefore renamed Euronext Lisbon.

Securities
approved for listing by Euronext Paris are traded in one of three markets. The securities of most large public companies are listed on thePremier
Marché, with theSecond Marchéavailable for small and medium-sized companies. Trading on the Nouveau Marchéwas introduced in March 1996 to allow companies seeking development capital to access the stock market. In
addition, securities of certain other companies are traded on a non-regulated over-the-counter market, theMarché Libre
OTC.

9.4    The Nouveau Marché

TheNouveau Marchéis a regulated market managed and operated by Euronext Paris. The Nouveau
Marché, however, is neither a new section of an existing market, nor a stepping-stone to Euronext Paris's Second Marché.

The Nouveau Marchéis an electronic market which combines a central order book with market-making to ensure greater
liquidity. Member firms of theNouveau Marchémay act in one or more capacities: Listing Advisers/Market-Makers
(Introducteurs/Teneurs de Marché, or "ITMs") or broker-dealers
(Négociateurs-Courtiers).

Admission
to theNouveau Marchéis subject to certain capital adequacy and liquidity requirements determined by Euronext
Paris. In addition, companies applying for listing on theNouveau Marchéare required to publish comprehensive information regularly and
to keep the public informed of events likely to affect the market price of their securities. TheNouveau Marchémay also require certain
current shareholders to enter into lock-up arrangements at the time of offerings of securities.

Shares
listed on theNouveau Marchéare placed in one of two categories depending on the volume of transactions, continuorfixing.

In
October 1998, Euronext Paris introduced continuous trading for the most actively traded shares on theNouveau
Marché. Such trading takes place on each business day from 9:00 a.m. to 5:25 p.m., with a pre-opening session from 7:15 a.m. to
9:00 a.m. and a pre-closing session from 5:25 to 5:30, during which, transactions are recorded but not executed and a closing auction at 5:30 p.m.

For
shares that are not traded continuously, retail orders on theNouveau Marchéare matched by the central system at two
daily fixings, at 10:30 a.m. and 4:00 p.m. Between such fixings, ITMs display bid/asked spreads for a minimum number of each of the securities for which they act as market-makers,

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and trades with the ITM are executed from time to time throughout the day. Our shares trade continuously. Trading in the securities listed on theNouveau
Marchémay be suspended by Euronext Paris if quoted prices exceed certain price limits defined by the regulations of Euronext Paris. In particular, if the quoted
price of aContinusecurity varies by more than 10% from the previous day's closing price, trading may be suspended for 4 minutes. Once trading has
commenced, further suspensions for up to 4 minutes are also possible if the price varies again by more than 10% from the threshold at which the suspension was initiated. During the continuous trading
session, Euronext Paris may also suspend trading for a 4-minute period if the price varies by more than 2% (5% as of January 2, 2003) from the last traded price. Euronext Paris may
also suspend trading of a security listed on theNouveau Marchéin certain other limited circumstances, including, for example, the
occurrence of unusual trading activity in such security. In addition, in exceptional cases, theConseil des Marchés Financiers("CMF")
and theCommission des opérations de bourse("COB") may also suspend trading.

Trades
of securities listed on theNouveau Marchéare settled on a cash basis on the third trading day following the trade.
Market intermediaries are also permitted to offer investors a deferred settlement service (service de règlement
différé) for a fee. The deferred settlement service is only available for trades in securities which either (i) are a component of the
Index SBF 120 or (ii) have both a total market
capitalization of at least € 1 billion and a daily average volume of trades of at least € 1 million. Our shares are not eligible
for the deferred settlement service.

Prior
to any transfer of securities held in registered form on theNouveau Marché, such securities must be converted into
bearer form and accordingly inscribed in an account maintained by an accredited intermediary with Euroclear France, a settlement organization. Transactions in securities are initiated by the owner
giving instructions (through an agent, if appropriate) to the relevant accredited intermediary. Trades of securities listed on theNouveau
Marchéare cleared by Clearnet and settled through Euroclear France. A fee or commission is payable to the ITM or broker-dealer or other agent involved in the
transaction.

Lehman
Brothers International (Europe) and BNP Paribas Equities France act asTeneurs de Marchéwith respect to the shares
traded on theNouveau Marché.

ITEM 10.    ADDITIONAL INFORMATION

10.1    Memorandum and Articles of Association

For our registration details as well as legal objects see "Item 4. Information on the Company".

For
a complete description of the board of directors' powers under French law and ourstatuts,see "Item 6. Directors, Senior Management,
and EmployeesBoard of Directors".

In
this section, we summarize material information concerning our share capital, together with material provisions of applicable French law and our statuts. This information does not purport to be complete
and is qualified in its entirety by reference to our statuts, and to the applicable provisions of French law. An unofficial English translation of our statutsis included as an exhibit to this report. You may obtain copies of ourstatutsin French from
theGreffeof the Registry of Commerce and Companies of Evry, France. Please refer to those full documents for additional details.

10.2    Shareholders' Meetings and Voting Rights

10.2.1    General

In accordance with Book II of the French commercial code and Decree no. 67-236 of March 1967, there are two types of shareholders'
general meetings, ordinary and extraordinary.

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Ordinary
general meetings of shareholders are required for matters such as:



Extraordinary
general meetings of shareholders are required for approval of matters such as amendments to ourstatuts, including any
amendment required in connection with extraordinary corporate actions. Extraordinary corporate actions include:



10.2.2    General Shareholders' Meetings

French company law requires our board of directors to convene a general shareholders' meeting for approval of the annual accounts. This meeting must be held
within six months of the end of each fiscal year. This period may be extended by an order of the President of theTribunal de Commerce(Commercial
Court). The board of directors may also convene an ordinary or extraordinary meeting of shareholders upon proper notice at any time during the year. If the board of directors fails to convene a
shareholders' meeting, our independent auditors may call the meeting. In a bankruptcy, our liquidator or court-appointed agent may also call a shareholders' meeting in some instances. Any of the
following may request the court to appoint an agent:



10.2.3    Notice of Shareholders' Meetings

We must announce general meetings at least 30 days in advance by means ofavis de reunion(a preliminary
notice) which is published in theBulletin des Annonces Légales Obligatoires, ("BALO"). The preliminary notice must have been previously
sent to the COB. It must contain, among other things, the time, date and place of the meeting, the agenda, a draft of the resolutions to be submitted to the shareholders, a description of the
procedures which holders of bearer shares must follow to attend the meeting, the procedure for voting by mail and a notice stating that the shareholders have ten days from the date of publication to
send their proposals for resolutions.

At
least 15 days prior to the date set for the meeting on first call, and at least six days before any second call, we must send anavis de
convocation(final notice) containing, among other things, the final

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agenda, time and place of the meeting and other information. The final notice must be sent by mail to all registered shareholders who have held shares for at least one month prior to the date of the
preliminary notice and published in a newspaper authorized to publish legal announcements in thedépartement(local administrative
region) in which our company is registered as well as in the BALO, with prior notice having been given to the COB.

In
general, shareholders can only take action at shareholders' meetings on matters listed on the agenda for the meeting. In an exception to this rule, shareholders may take action with
respect to the appointment and dismissal of directors. Additional resolutions to be submitted for approval by the shareholders at the meeting may be proposed to the board of directors within
10 days of the publication of the preliminary notice in the BALO by:



The
board of directors must submit these resolutions to a vote of the shareholders.

During
the two weeks preceding a meeting of shareholders, any shareholder may submit written questions to the board of directors relating to the agenda for the meeting. The board of
directors must respond to these questions.

10.2.4    Attendance and Voting at Shareholders' Meetings

Each share confers on the shareholder the right to one vote. Shareholders may attend ordinary general meetings and extraordinary general meetings and exercise
their voting rights subject to the conditions specified in the French company law and ourstatuts. There is no requirement that a shareholder have a
minimum number of shares in order to attend or to be represented at an ordinary or extraordinary general meeting.

In
order to participate in any general meeting, a holder of shares held in registered form must have its shares registered in its name in a shareholder account maintained by us or on our
behalf by an agent appointed by us at least five days prior to the date set for the meeting. A holder of bearer shares must obtain a certificate from the accredited intermediary with whom the holder
has deposited its shares. This certificate must indicate the number of bearer shares the holder owns and must state that these shares are not transferable until the time fixed for the meeting. The
holder must deposit this certificate at the place specified in the notice of the meeting at least five days before the meeting.

Ourstatutsprovide that, if our board of directors so decide it, the shareholders may participate in the shareholders' meetings by
videoconference or by other means of telecommunication permitting shareholders' identification in accordance with the applicable laws and regulations.

10.2.5    Proxies and Votes by mail

In general, all shareholders who have properly registered their shares or duly presented a certificate from their accredited financial intermediary may
participate in general meetings. Shareholders may participate and vote in general meetings either in person, by proxy or by videoconference or by any means of telecommunication which allow them to be
identified.

Proxies
will be sent to any shareholder on request with, among other things, a draft of the resolutions to be passed at the relevant meeting. In order to be counted, such proxies must be
received at our registered office, or at any other address indicated on the notice convening the meeting, prior to the date of the meeting. A shareholder may grant proxies to his or her spouse or to
another

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shareholder. A shareholder that is a corporation may grant proxies to a legal representative. Alternatively, the shareholder may send us a blank proxy dated and signed without nominating any
representative. In this case, the chairman of the meeting will vote the blank proxies in favor of all resolutions proposed by the board of directors and against all others.

With
respect to votes by mail, we must send shareholders a voting form. The completed form must be returned to us at least three days prior to the date of the shareholders' meeting.

10.2.6    Quorum

The French company law requires that shareholders having at least 25% of the shares entitled to voting rights must be present in person or voting by mail, by
proxy or by videoconference or by any means of telecommunications which allows them to be identified to fulfill the quorum requirement for:



The
quorum requirement is 331/3% of the shares entitled to voting rights, on the same basis, for any other extraordinary general meeting.

If
a quorum is not present at a meeting, the meeting is adjourned. When an adjourned ordinary meeting is duly reconvened, a further failure to establish a quorum will not prevent
business being transacted. No quorum is required when an adjourned extraordinary general meeting is resumed only to approve an increase in our share capital through incorporation of reserves, profits
or share premium. In the case of any other resumed extraordinary general meeting, shareholders having at least 25% of outstanding voting rights must be present in person or voting by mail, by proxy or
by videoconference or other means of telecommunication, which allows them to be identified for a quorum. If a quorum is not present, the reconvened meeting may be adjourned for a maximum of two
months. No deliberation by the shareholders may take place without a quorum. However, only questions, which were on the agenda of the adjourned meeting may be discussed and voted upon.

10.2.7    Majority

A simple majority of shareholders may pass a resolution concerning a capital increase by incorporation of reserves, profits or share premium at either an ordinary
general meeting or an extraordinary general meeting. At any other extraordinary general meeting, a two-thirds majority of the shareholder votes cast is required.

A
unanimous shareholder vote is required to increase liabilities of shareholders.

Abstention
from voting by those present in person or by videoconference or any means of telecommunication which allows them to be identified or those represented by proxy or voting by
mail is counted as a vote against the resolution submitted to a shareholder vote.

In
general, each shareholder is entitled to one vote per share at any general meeting. Under the French company law, shares of a company held by entities controlled directly or
indirectly by that company are not entitled to voting rights and do not count for quorum or majority purposes.

10.3    Financial Statements and other Communications with Shareholders

In connection with any shareholders' meeting, we must provide a set of documents including our annual report and a summary of the results of the five previous
fiscal years in French GAAP to any shareholder who so requests. The French company law also requires that a special report must be

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provided to the ordinary shareholders' meeting regarding stock options authorized and/or granted by the company.

10.4    Dividends

We may only distribute dividends out of our "distributable profits," plus any amounts held in our reserve which the shareholders decide to make available for
distribution, other than those reserves which are specifically required by law or ourstatuts. "Distributable profits" consist of our unconsolidated net
profit in each fiscal year, as increased or reduced by any profit or loss carried forward from prior years, less any contributions to the reserve accounts pursuant to French company law or our statuts.

10.4.1    Legal Reserve

The French company law provides that Frenchsociétés anonymessuch as our company
must allocate 5% of their unconsolidated statutory net profit for each year to their legal reserve fund before dividends may be paid with respect to that year. Funds must be allocated until the amount
in the legal reserve is equal to 10% of the aggregate nominal value of the issued and outstanding share capital. This restriction on the payment of dividends also applies to each of our French
subsidiaries on an unconsolidated basis. As of June 30, 2002, our legal reserve was € 4,941.94. The legal reserve of any company subject to this requirement may
only be distributed to shareholders upon liquidation of the company.

10.4.2    Approval of Dividends

According to the French company law, the board of directors may propose a dividend for approval by the shareholders at the general shareholders' meeting. If we
have earned distributable profits since the end of the preceding fiscal year, as reflected in an interim income statement certified by our auditors, the board of directors may distribute interim
dividends to the extent of the distributable profits for the period covered by the interim income statement. The board of directors may declare such dividends, subject to French law, and may do so,
for interim dividends paid in cash, without obtaining shareholder approval. For interim dividends paid in shares, prior authorization by a shareholders' meeting is required.

In
addition, ourstatutsauthorize our shareholders, in an ordinary general meeting, to authorize the grant to each shareholder of an
option to receive all or part of any dividends either in cash or in our shares.

10.4.3    Distribution of Dividends

If such a priority dividend is paid in full, dividends are distributed to shareholders pro rata according to their respective holdings of shares. Outstanding
dividends are payable to shareholders on the date of the general meeting at which the distribution of dividends is approved. In the case of interim dividends, distributions are made to shareholders on
the date of the board of directors' meeting in which the distribution of interim dividends is approved. The actual dividend payment date is decided by the shareholders in an ordinary general meeting.
We have not distributed any dividends during the past three fiscal years.

10.4.4    Timing of Payment

According to the French company law, we must pay any dividends within nine months of the end of our fiscal year, unless otherwise authorized by court order.
Dividends on shares that are not claimed within five years of the date of declared payment revert to the French State.

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10.5    Changes in Share Capital

10.5.1    Increases in Share Capital

As provided by French company law, our share capital may be increased only with the shareholders' approval at an extraordinary general meeting following a
recommendation of the board of directors. Increases in our share capital may be effected by:



Increases
in share capital by issuing additional securities may be effected by issuing such securities:



Decisions
to increase the share capital through the capitalization of reserves, profits and/or share premiums require the approval of an extraordinary general meeting, acting under the
quorum and majority requirements applicable to shareholders' meetings. Increases effected by an increase in the nominal value of shares require unanimous approval of the shareholders, unless effected
by capitalization of reserves, profits or share premiums. All other capital increases require the approval of an extraordinary general meeting. See "Item 10.2. Shareholders' Meetings and Voting
Rights."

The
shareholders may delegate the right to carry out any increase in share capital (other than for in-kind contribution) to the board of directors, provided that the increase
has been previously authorized by the shareholders. The board of directors may further delegate this right to the Chairman and/or Chief Executive Officer.

Each
time the shareholders decide on a capital increase or decide to delegate to the board of directors the right to carry out a capital increase, they must decide on whether or not to
proceed with a capital increase reserved to employees of our company and its subsidiaries or on whether or not to delegate to the board of directors the right to carry out such reserved capital
increase.

On
December 13, 2001, the shareholders authorized our board of directors for a period of 26 months to:



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On
December 5, 2002, the shareholders authorized our board of directors, for a period of one year, to use the authorizations referred to above to increase the share capital in the
context of a tender offer or exchange offer.

Additionally,
at the December 5, 2002 shareholders' meeting, the shareholders authorized the board of directors to increase the share capital up to an annual nominal amount equal
to 400,000 new shares with a nominal value of € 0.54 per share through the issuance of shares or any other securities giving rights to subscribe to our share capital for
those employees participating in the employee savings plan.

10.5.2    Decreases in Share Capital

According to French company law, any decrease in our share capital requires approval by the shareholders entitled to vote at an extraordinary general meeting. In
the case of a capital reduction, other than a reduction to absorb losses or a reduction as part of a program to purchase our own shares, all shareholders must be offered the possibility to participate
in such a reduction. The share capital may be reduced either by decreasing the nominal value of the outstanding share capital or by reducing the number of outstanding shares. The number of outstanding
shares may be reduced either by an exchange of shares or by the repurchase and cancellation of shares. Holders of each class of shares must be treated equally unless each affected shareholder agrees
otherwise.

10.6    Preemptive Subscription Rights

According to French company law, if we issue specific kinds of additional securities, current shareholders will have preemptive subscription rights to these
securities on apro ratabasis. These preemptive rights require us to give priority treatment to those shareholders. The rights entitle the individual
or entity that holds them to subscribe to an issue of any securities that may increase the share capital of our company by means of a cash payment or a settling of cash debts. Preemptive subscription
rights are transferable during the subscription period relating to a particular offering of shares. These rights may also be listed on Euronext Paris.

A
two-thirds majority of the shares entitled to vote at an extraordinary general meeting may vote to waive preemptive subscription rights with respect to any particular
offering. French law requires that the board of directors and our independent auditors present reports that specifically address any proposal to waive preemptive subscription rights. In the event of a
waiver, the issue of securities must be completed within the period prescribed by law. The shareholders may also decide at an extraordinary general meeting to give the existing shareholders a
non-transferable priority right to subscribe to the new securities, during a limited period of time. Shareholders also may notify us that they wish to waive their own preemptive
subscription rights with respect to any particular offering of shares if they so choose.

10.7    Form, Holding and Transfer of Shares

10.7.1    Form of Shares

Ourstatutsprovide that the shares may be held in registered or bearer form.

10.7.2    Holding of Shares

In accordance with French law concerning dematerialization of securities, shareholders' ownership rights are represented by book entries instead of share
certificates. We maintain a share account with

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Euroclear France for all shares in registered form, which is administered by BNP Paribas. In addition, we maintain separate accounts in the name of each shareholder either directly or, at a
shareholder's request, through the shareholder's accredited intermediary. Each shareholder account shows the name of the holder and the number of shares held and, in the case of shares held through an
accredited intermediary, the shareholder account shows that the shares are held through such intermediary. BNP Paribas, as a matter of course, issues confirmations to each registered shareholder as to
shares registered in the shareholder's account, but these confirmations are not documents of title.

Shares
held in bearer form are held on the shareholder's behalf in an account maintained by an accredited intermediary and are registered in an account, which the accredited intermediary
maintains with Euroclear France. That account is separate from our company's share account with Euroclear France. Each accredited intermediary maintains a record of shares held through it and will
issue certificates of registration for the shares that it holds. Shares held in bearer form may only be transferred through accredited intermediaries and Euroclear France. Our statutspermit us to
request that Euroclear France provide us at any time with the identity of the holders of our shares or other securities granting
immediate or future voting rights, held in bearer form, and with the number of shares or other securities so held.

French
company law states that shares held by any non-French resident may be held on the shareholder's behalf in a collective account or in several individual accounts by the
intermediary. The intermediary must declare his position as an intermediary holding shares on behalf of the beneficial owner. Consequently, the owner of the shares recorded in the collective account
or in several individual accounts by an intermediary will be represented in the general shareholders' meetings by this intermediary.

10.7.3    Transfer of Shares

Ourstatutsdo not contain any restrictions relating to the transfer of shares.

Registered
shares must be converted into bearer form before being transferred on Euronext Paris, and accordingly, must be registered in an account maintained by an accredited
intermediary. A shareholder may initiate a transfer by giving instructions to the relevant accredited intermediary. A fee or commission is payable to the broker involved in the transaction, regardless
of whether the transaction occurs within or outside France. No registration duty is normally payable in France, unless a transfer instrument has been executed in France.

10.8    Liquidation Rights

If we are liquidated, any assets remaining after payment of our debts, liquidation expenses and all of our remaining obligations will be distributed first to
repay in full the nominal value of our shares. Any surplus will be distributedpro rataamong shareholders in proportion to the nominal value of their
shareholdings.

10.9    Requirements for Holdings Exceeding Certain Percentages

French company law provides that any individual or entity, acting alone or in concert with others, that becomes the owner, directly or indirectly, of more than
5%, 10%, 20%, 331/3%, 50% or 662/3% of the outstanding shares or voting rights of a listed company in France, such as our company, or that increases or decreases its
shareholding or voting rights above or below any of those thresholds, must notify the company within 15 calendar days of the date it crosses the threshold of the number of shares and ADSs it holds and
their voting rights. The individual or entity must also notify the CMF, within five trading days of the date it crosses the threshold.

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French
law and the COB regulations impose additional reporting requirements on persons who acquire more than 10% or 20% of the outstanding shares or voting rights of a listed company.
These persons must file a report with the company, the COB and the CMF within 15 days of the date they cross the threshold. In the report, the acquirer must specify its intentions for
the following 12-month period, including whether or not it intends to continue its purchases, to acquire control of the company in question or to seek nomination to the board of directors.
The CMF makes the notice public. The
acquirer must also publish a press release stating its intentions in a financial newspaper of national circulation in France. The acquirer may amend its stated intentions, provided that it does so on
the basis of significant changes in its own situation or shareholders. Upon any change of intention, it must file a new report. These requirements also apply to accredited intermediaries that
hold shares on behalf of shareholders who are not French residents.

Under
CMF regulations, and subject to limited exemptions granted by the CMF, any person or persons acting in concert who comes to own in excess of 331/3% of the share
capital or voting rights of a French listed company must initiate a public tender offer for the balance of the share capital of such company.

In
addition, ourstatutsprovide that any person acting alone or in concert who becomes, directly or indirectly, the owner of more than 2%
of our share capital or voting rights must notify us within 15 days by registered mail, return receipt requested, of the number of shares it holds. The same notification requirement applies to
each subsequent increase, up to and including 50%, or decrease in ownership of 2% or whole multiples of 2%. If a person does not comply with this notification requirement, one or more shareholders
holding 2% or more of our share capital or voting rights may require a shareholders' meeting to deprive the shares in excess of the relevant threshold of voting rights for all shareholders' meetings
for two years following the date on which the owner complies with the notification requirements.

In
order to permit shareholders or intermediaries to give the required notice, we must publish in the BALO, not later than 15 calendar days after the general shareholders' meeting,
information with respect to the total number of voting rights outstanding as of the date of such meeting. In addition, if the number of outstanding voting rights changes by 5% or more between two
general shareholders' meetings, we must publish in the BALO, within 15 calendar days of such change, the number of voting rights outstanding and provide the CMF with a written notice. The CMF
publishes the total number of voting rights so notified by all listed companies in a weeklyavis(notice), mentioning the date each such number was last
updated. In order to facilitate compliance with the notification requirements, a holder of ADSs may deliver any such notification to the depositary and the depositary shall, as soon as practicable,
forward such notification to us and to the CMF.

If
any person fails to comply with the legal notification requirement, the shares or voting rights in excess of the relevant threshold will be deprived of voting rights for all
shareholders' meetings until the end of a two-year period following the date on which the owner thereof complies with the notification requirements. In addition, any shareholder who fails
to comply with these requirements may have all or part of its voting rights suspended for up to five years by the Commercial Court at the request of our Chairman, any shareholder or the COB, and may
be subject to a € 18,000 fine.

If
the accredited intermediary which holds shares on behalf of a shareholder who is not a French resident does not comply with the above mentioned legal notification requirement, the
voting rights of the shares for which the accredited intermediary is registered cannot be exercised until such date as the notification requirement has been met and the payment of the corresponding
dividend is postponed until such date.

In
addition, if the accredited intermediary knowingly fails to comply with such legal notification requirement, a court located in the jurisdiction of the headquarters of the company
may, at the request of the company or one or several shareholders representing at least 5% of the share capital of the

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company, deprive the shares in excess of the relevant threshold, of voting rights and possibly dividends for a period not to exceed 5 years.

10.10    Purchase of our own Shares

Under French law, our company may not issue shares to itself. However, we may, either directly or through a financial intermediary acting on our behalf, purchase
our shares for one of three purposes:



We
may not cancel more than 10% of our outstanding share capital over any 24-month period. In addition, we may not repurchase under either of the second or third case cited
above, for an amount of shares that would result in our company holding, directly or through a person acting on our behalf, more than 10% of our outstanding share capital, or if we have different
classes of shares, 10% of the shares in each class.

We
must hold any shares we repurchase in registered form. These shares also must be fully paid up. Shares repurchased by us are deemed outstanding under French law but are not entitled
to dividends or voting rights, and we may not exercise the preemptive subscription rights attached to them.

The
shareholders, at an extraordinary general meeting, may decide not to take these shares into account in determining the preemptive subscription rights attached to the other shares.
However, if the
shareholders decide to take them into account, we must either sell the rights attached to the shares we hold on the market before the end of the subscription period or distribute them to the other
shareholders on apro ratabasis.

Pursuant
to the authorization granted by the shareholders' meeting held on December 5, 2002, our board of directors is authorized to repurchase up to 10% of our total outstanding
share capital at a maximum price per share of € 6.89 and a minimum price per share of € 1.30 per share. The total amount of purchase may not
exceed € 15 million. This authorization will expire on the date of the annual shareholders' meeting called to approve the accounts for the fiscal year ending
June 30, 2003. The board may use this authorization for the purpose of implementing stock purchase plans for the benefit of our employees or executives or those of our affiliates; providing
consideration in the context of an acquisition or an exchange of company shares (especially as part of external growth operations); delivering securities upon the exercise of convertible or
exchangeable securities; stabilizing the price of our shares; purchasing and selling shares depending on market conditions and in compliance with the relevant regulations; and canceling shares,
subject the adoption of a specific resolution by the extraordinary general meeting of shareholders. Anote d'informationwas filed with the COB on
November 20, 2002 and the COB has granted the visa number #02-1160.

In
addition, at the December 5, 2002 shareholders' meeting, the shareholders granted the board of directors the authorization to cancel some or all of the shares purchased under
the share repurchase program up to a limit of 10% of our share capital in any one 24-month period. This authorization will expire on the date of the shareholders' meeting called to approve
the accounts for the fiscal year ending June 30, 2003.

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Between July 1, 2000 and November 29, 2002, under authorization that our board of directors received from the shareholders on December 18, 2000 and
December 13, 2001, we repurchased 1,137,956 shares for a total of € 2.2 million and sold 13,189 shares for a total of
€ 0.3 million. On November 29, 2002, we held 1,124,767 shares, or 5.66% of our share capital in treasury. We have not used any financial derivative
instruments in relation to our share buy-back program.

10.11    Trading in our own Shares

UnderRèglement no. 90-04of the COB, as amended, we may not trade in our
own shares for the purpose of manipulating the market. There are three requirements for trades by a company in its own shares to be considered valid. Specifically, in order to be valid:



If
a company's shares, such as our shares, have the status ofcotation en continu(continuously quoted), then a trade must meet the
following further requirements to be considered valid:



This
last requirement applies only to trades in shares that, like our shares, are traded on the immediate settlement market and are not eligible for the deferred settlement service.
Prescriptions regarding volume of purchases do not apply to purchase of securities on behalf of an issuer by aprestataire de services d'investissement("an authorized investment firm") acting pursuant to acontrat de liquidité("liquidity agreement") in conformity with a charte de déontologie("code of ethics") that has been approved by the COB. The first code of ethics was adopted by the
"Association française des entreprises d'investissement" (AFEI) and approved by the COB on February 13, 2001.

If
a company's shares are quoted at fixings, then a trade must meet one further requirement to be considered valid:



However,
there are two periods during which we are not permitted to trade in our own securities: the 15 day period before the date on which we make our consolidated or annual
accounts public, and the period beginning on the date at which we become aware of information that, if disclosed, would have a significant impact on the market price of our securities and ending on
the date this information is made public.

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After
making an initial purchase of our own shares, we must file monthly reports with the COB and the CMF that contain specified information about subsequent transactions. The CMF makes
this information publicly available.

10.12    Ownership of Shares by Non-French Persons

Under French law, there is no limitation on the right of non-residents or non-French shareholders to own or, where applicable, to vote
securities of a French company.

A
French law dated February 14, 1996 abolished the requirement that a person who is not a resident of the E.U. obtain anautorisation
préalable(prior authorization), prior to acquiring a controlling interest in a French company. However, both E.U. and non-E.U. residents must
file adéclaration administrative(administrative notice), with French authorities in connection with the acquisition of a
controlling interest in any French company. Under existing administrative rulings, ownership of 20% or more of a French listed company's share capital is regarded as a controlling interest, but a
lower percentage may be held to be a controlling interest in certain circumstances (depending upon such factors as the acquiring party's intentions, its ability to elect directors or financial
reliance by the French company on the acquiring party).

10.13    Material Contracts

See "Item 4. Information on the CompanyIntellectual Property".

10.14    Exchange Controls

Under current French exchange control regulations, there are no limitations on the amount of payments that may be remitted by a French company to
non-residents. Laws and regulations concerning foreign exchange controls do require, however, that all payments or transfers of funds made by a French resident to a
non-resident be handled by an accredited intermediary. In France, all registered banks and substantially all credit establishments are accredited intermediaries.

10.15    Other

For other limitations affecting shareholders, please see "Item 10.7. Form, Holding and Transfer of Shares" and "Item 10.9. Requirements for Holdings Exceeding
Certain Percentages."

10.16    French Taxation

The following is a general summary of the material French tax consequences of owning and disposing of the shares of our company. This summary may only be relevant
to you if you are not a resident of
France and you do not hold your shares in connection with a permanent establishment or a fixed base in France through which you carry on a business or perform personal services.

This
discussion is intended only as a descriptive summary. It does not address all aspects of French tax laws that may be relevant to you in light of your particular circumstances. It is
based on the laws, conventions and treaties in force as of the date of this report, all of which are subject to change, possibly with retroactive effect, or different interpretations.

However,
you are urged to consult your own tax advisor about the potential tax effects of owning or disposing of shares in your particular situation.

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10.16.1    Taxation on Sale or Disposal of Shares

Generally, you will not be subject to any French income tax or capital gains tax when you sell or dispose of shares of our company if both of the following apply
to you:



If
a double tax treaty between France and your country contains more favorable provisions, you may not be subject to any French income tax or capital gains tax when you sell or dispose
of any shares of our company, even if one or both of the above statements applies to you.

Subject
to specific conditions, foreign states, international organizations and a number of foreign public bodies are not considered French residents for these purposes.

If
you transfer listed shares using a written agreement, that agreement must generally be registered. You will be required to pay a registration duty of 1% of either the purchase price
or the market value of the shares transferred, whichever is higher. The maximum duty is € 3,049 per
transfer. However, in some circumstances, if the agreement is executed outside France, you will not be required to pay this duty.

10.16.2    Taxation of Dividends

In France, companies may only pay dividends out of income remaining after tax has been paid. When shareholders resident in France receive dividends from French
companies, they are generally entitled to a tax credit, known as theavoir fiscal.

The
amount of theavoir fiscalis generally equal to:



In
addition, if the distribution of dividends by us gives rise to theprécompte(see "Item 10.17.3. The Précompte"), shareholders entitled to
theavoir fiscalat the rate of 25% and then 15%
will generally be entitled to an additional amount ofavoir fiscalequal to:



As
indicated below, theprécompteis a tax which is paid by French companies when they distribute dividends out of certain
profits and such dividends carry anavoir fiscal(see paragraph below relating to the précompte).

Please
note that the French Finance Bill for 2003 provides that the amount of theavoir fiscalwould be reduced to 10% of the dividend
paid for shareholders other than the shareholders entitled to theavoir
fiscalat the rate of 50% who will use theavoir fiscalas of January 1, 2003. Accordingly, the additional tax credit
mentioned above would be increased to 80% of theprécomptepaid in cash by the distributing company for such shareholders entitled to use
theavoir fiscalat the rate of 10%.

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Under
French domestic law, French companies must generally deduct a 25% French withholding tax from dividends paid to non-residents, and shareholders who are not resident in
France are not eligible for theavoir fiscal. Under most tax treaties between France and other countries, the rate of this withholding tax may be
reduced in specific circumstances. Generally, a holder who is a non-French resident is subsequently entitled to a tax credit in his or her country of residence for the amount of tax
actually withheld. Under some tax treaties, the withholding tax is eliminated altogether.

The
following countries,Territoires d'Outre-Mer(French overseas territories) and jurisdictions have entered into income tax
treaties with France that provide for the arrangements summarized below:

|Australia
Austria
Belgium
Bolivia
Brazil
Burkina Faso
Cameroon(1)
Canada
Estonia
Finland
Gabon
Germany(2)
Ghana
Iceland
India |  | Israel
Italy
Ivory Coast
Japan
Latvia
Lithuania
Luxembourg
Malaysia
Mali
Malta
Mauritius
Mexico
Namibia
Netherlands
New Zealand |  | Niger
Norway
Pakistan
Senegal
Singapore
South Korea
Spain
Sweden
Switzerland
Togo
Turkey
Ukraine
United Kingdom
United States
Venezuela |  | French Territotires
d'Outre-Mer and
others:Mayotte
New Caledonia
Saint-Pierre & Miquelon
|----------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------

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Under these treaties, a shareholder who fulfills specific conditions may generally apply to the French tax authorities for the following:



Except
for the United States, none of the countries or territories listed above has a treaty granting benefits to holders of ADSs, as opposed to shares. Accordingly, this discussion of
treaty benefits does not apply to ADS holders.

If
these arrangements provided for by any of the above-listed treaties apply to a shareholder, we will generally withhold tax from the dividend at the lower rate, provided that the
shareholder has established, before the date of payment of the dividend that he or she is entitled to the lower rate and has complied with the filing formalities. Otherwise, we must withhold tax at
the full rate of 25%, and the shareholder may subsequently claim the excess tax paid.

Some
of the countries and territories listed above impose additional conditions for corporate entities wishing to receive theavoir
fiscal. In other countries and territories, individual residents may receive theavoir fiscalbut corporate entities may not.

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10.16.3    The Précompte

A French company must pay a tax known as theprécompteto the French tax authorities if it
distributes dividends which carry anavoir fiscalout of:



The
amount of theprécompteis 50% of the net dividends before withholding tax.

A
shareholder that is not a French resident for French tax purposes may generally obtain a refund of all or part of the précomptewe actually pay in cash, net of applicable withholding tax, in two
cases:



10.16.4    Estate and Gift Tax

France imposes estate and gift tax where an individual or entity acquires shares of a French company from a non-resident of France by way of
inheritance or gift. France has entered into estate and gift tax treaties with a number of countries. Under these treaties, residents of those countries may be exempt from this tax or obtain a tax
credit, assuming specific conditions are met. You should consult your own tax advisor about whether French estate and gift tax will apply to you and whether you may claim an exemption or tax credit.

10.16.5    Wealth Tax

You will not be subject toimpôt de solidarité sur la fortune(French wealth tax) if
both of the following apply to you:



If
a double tax treaty between France and your country contains more favorable provisions, you may not be subject to French wealth tax even if one or both of the above statements applies
to you.

10.16.6    Taxation of U.S. Investors

The following is a general summary of the material U.S. federal income tax and French tax consequences of owning and disposing of our shares or ADSs and applies
to you if you are the beneficial owner of shares or ADSs and all of the following five points apply to you:



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When
referring to the U.S.-France income tax treaty, we refer to the income tax treaty currently in force between the United States and France, the "Convention between the Government of
the United States of America and the Government of the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital," signed on
August 31, 1994.

For
purposes of the U.S.-France income tax treaty and U.S. federal income tax, deposits or withdrawals of shares by you for ADSs will not be subject to U.S. federal income tax.

Special
rules may apply to U.S. expatriates, insurance companies, tax-exempt organizations, financial institutions, persons subject to the alternative minimum tax, securities
broker-dealers, persons holding their shares or ADSs as part of a hedging transaction, straddle or conversion transaction, persons who acquired their shares or ADSs pursuant to the exercise of
employee stock options or similar derivative securities or otherwise as compensation, among others. Those special rules, except certain rules applicable to certain tax-exempt investors,
are not discussed in this report. Furthermore, this discussion is based upon current U.S. and French law and practice. This summary is subject to any changes to U.S. or French law or practice
occurring after the date hereof. In addition, this summary is based, in part, upon representations made by the depositary to us and assumes that the Deposit Agreement, and all other related
agreements, will be performed in accordance with its terms. Investors of our shares or ADSs should consult their own tax advisors concerning the U.S. federal, state and local tax consequences in light
of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

(i)    Taxation of Dividends

Withholding Tax and Avoir Fiscal

In France, companies may only pay dividends out of income remaining after tax has been paid. When shareholders resident in France receive dividends from French
companies, they are generally entitled to theavoir fiscal.

The
amount of theavoir fiscalis generally equal to:



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In
addition, if the distribution of dividends by us gives rise to theprécompte, shareholders entitled to the avoir fiscalat the rate of 25%, and then
15%, will generally be entitled to an additional amount ofavoir
fiscalequal to:



As
indicated below, theprécompteis a tax which is paid by French companies when they distribute dividends out of certain
profits and such dividends carry anavoir fiscal(see paragraph below relating to the précompte).

Please
note that the French Finance Bill for 2003 provides that the amount of theavoir fiscalwould be reduced to 10% of the dividend
paid for shareholders other than the shareholders entitled to theavoir fiscalat the rate of 50% who will use theavoir
fiscalas of January 1, 2003. Accordingly, the additional tax credit mentioned above would be increased to 80% of the précomptepaid in cash by the distributing
company for such shareholders entitled to use theavoir
fiscalat the rate of 10%.

French
companies must normally deduct a 25% French withholding tax from dividends paid to non-residents and, under French domestic law, shareholders who are not resident in
France are not eligible for theavoir fiscal. Under the U.S.-France income tax treaty, this withholding tax is reduced to 15% if your ownership of the
shares or ADSs is not effectively connected with a permanent establishment or a fixed base that you have in France and certain other requirements are satisfied.

Additional
provisions apply if you are considered an eligible U.S. Holder of shares or ADSs. You are eligible if your ownership of the shares or ADSs is not effectively connected with a
permanent establishment or a fixed base that you have in France and any one of the following four points applies to you:



If
you are an eligible U.S. Holder, we will withhold tax from your dividend at the reduced rate of 15%, provided that you have previously established that you are a resident of the
United States under the U.S.-France income tax treaty in accordance with the following procedures:



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If
you are not an eligible U.S. Holder, or if you have not completed Form RF I A EU-No. 5052 or the five-point certificate before the dividend payment
date, we will deduct French withholding tax at the rate of 25%. In that case, you may claim a refund from the French tax authorities of the excess withholding tax.

If
you are an eligible U.S. Holder, you may also be entitled to a payment from the French Treasury equal to theavoir fiscal, which you
may claim by completing Form RF I A EU-No. 5052 and sending it to the French tax authorities before December 31 of the second year following the year during which the
dividend is paid. You will be entitled to a payment equal to theavoir fiscal, less a 15% withholding tax on theavoir
fiscal. As noted below, you will not receive this payment until after the close of the calendar year in which the dividend was paid. To receive the payment, you must submit a
claim to the French tax authorities and attest that you are subject to U.S. federal income taxes on the payment of theavoir fiscaland the related
dividend. For partnerships, estates or trusts, the partners, beneficiaries or grantors must make the attestation.

Specific
rules apply to the following:



Entities
in these two categories are eligible for the reduced withholding tax rate of 15% on dividends, subject to the same withholding tax filing requirements as eligible U.S. Holders,
except that they may have to supply additional documentation evidencing their entitlement to these benefits. These entities are not entitled to the fullavoir
fiscal. However, such entities may claim a partialavoir fiscalequal to 30/85 of the grossavoir
fiscal, less withholding tax on such amount, provided that they own, directly or indirectly, less than 10% of our company's capital and they satisfy the filing requirements
specified in Internal Revenue Service regulations.

Theavoir fiscalor partialavoir fiscaland any French withholding tax refund are
generally expected to be paid within 12 months after the holder of shares or ADSs files Form RF I A EU-No. 5052. However, they will not be paid before January 15
following the end of the calendar year in which the dividend is paid.

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The
Form RF I A EU-No. 5052 or the certificate, together with its respective instructions, will be provided by the depositary to all U.S. Holders of ADSs registered
with the depositary and are also available from the United States Internal Revenue Service. The depositary will arrange for the filing
with the French tax authorities of all Forms or Certificates completed by U.S. Holders of ADSs that are returned to the depositary in sufficient time.

Subject
to the discussion in "Passive Foreign Investment Company Status" below, for U.S. federal income tax purposes, the gross amount of any distribution and any related avoir fiscal, including any French tax
withheld, will be included in your gross income as ordinary income when any such payment is received by you (or
the depositary, if you hold ADSs), to the extent they are paid or deemed paid out of our current or accumulated earnings and profits as calculated for U.S. federal income tax purposes. Dividends paid
by our company will not give rise to the dividends received deduction generally allowed to U.S. corporations with respect to dividends received from other U.S. corporations. Such dividends generally
constitute foreign source "passive" income for foreign tax credit purposes (or, for some holders, foreign source "financial services" income).

Further,
the amount of any dividend paid in euros, including any French tax withheld, will, for U.S. federal income tax purposes, be equal to the U.S. dollar value of the euro calculated
by reference to the exchange rate in effect on the date the dividend is received by you, in the case of shares, or by the depositary, in the case of ADSs, regardless of whether the payment is in fact
converted into U.S. dollars. If you do not convert any such foreign currency that is distributed to you into U.S. dollars on the date you receive it, you will have a basis in that foreign currency
equal to its U.S. dollar value on the date of receipt. Any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend is includible in your gross income to
the date such payment is converted into U.S. dollars will be treated as U.S. source ordinary income or loss. You may also be required to recognize foreign currency gain or loss if you receive a refund
under the U.S.-France income tax treaty of tax withheld in excess of the treaty rate. This foreign currency gain or loss generally will be U.S. source ordinary income or loss.

To
the extent that any distributions paid exceed our current and accumulated earnings and profits as calculated for U.S. federal income tax purposes, the distribution will be treated as
follows:



French
withholding tax imposed on the dividends you receive and on anyavoir fiscalat 15% under the U.S.-France income tax treaty is
treated as payment of a foreign income tax. You may take this amount as a credit against your U.S. federal income tax liability, subject to complex conditions and limitations, or you may alternatively
choose to deduct all foreign taxes paid by you in a particular year as an itemized deduction.

ThePrécompte

A
French company must pay an equalization tax known as theprécompteto the French tax authorities if it distributes
dividends, which carry anavoir fiscalout of:



The
amount of theprécompteis 50% of the net dividends before withholding tax.

95

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If
you are not entitled to the fullavoir fiscal, you may generally obtain a refund from the French tax authorities of any précomptepaid by us with
respect to dividends distributed to you. Under the U.S.-France income tax treaty, the amount of the précompterefunded to U.S. residents is reduced by the 15% withholding tax applicable to
dividends and by the partial avoir fiscal, if any. You are entitled to a refund of anyprécomptewhich we actually pay
in cash, but not to anyprécomptewhich we pay by off-setting French and/or foreign tax credits. To apply for a refund of the précompte, you
should file French Treasury Form RF I B EU-No. 5053 before the end of the second year following the
year in which the dividend was paid. The form and its instructions are available from the United States Internal Revenue Service or from the FrenchCentre des
Impôts des Non-Résidents,whose address is 9, rue d'Uzès, 75094 Paris Cedex 2, France.

Subject
to the discussion in "Passive Foreign Investment Company Status" below, for U.S. federal income tax purposes, the gross amount of the précomptewill be included in your gross income as ordinary
income in the year you receive it. It will generally constitute foreign
source "passive" income for foreign tax credit purposes (or, for some holders, foreign source "financial services" income). The amount of any précomptepaid in euros including any French
withholding taxes, will be equal to the U.S. dollar value of the euro on the date the précompteis included in income which, for a U.S. holder of ADSs, will be the date of receipt by the
depositary, regardless of whether
the payment is in fact converted into U.S. dollars. Any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend is includible in your gross income to
the date such payment is converted into U.S. dollars will be treated as U.S. source ordinary income or loss.

(ii)    Taxation of Capital Gains

Subject to the discussion in "Passive Foreign Investment Company Status" below, if you are a resident of the United States for purposes of the U.S.-France income
tax treaty, you will not be subject to French tax on any capital gain if you sell or exchange your shares or ADSs, unless you have a permanent establishment or fixed base in France and the shares or
ADSs you sold or exchanged were part of the business property of that permanent establishment or fixed base. Special rules apply to individuals who are residents of more than one country.

In
general, for U.S. federal income tax purposes, you will recognize capital gain or loss if you sell, exchange or dispose of your shares or ADSs in an amount equal to the U.S. dollar
value of the difference between the amount realized for the share or ADS and your adjusted basis in the share or ADS. Such gain or loss generally will be U.S. source gain or loss and will be treated
as long-term capital gain or loss if your holding period in the shares or ADSs exceeds one year. The deductibility of capital losses is subject to significant limitations. If you are an
individual, any capital gain or loss generally will be subject to U.S. federal income tax at preferential rates if you meet specified minimum holding periods.

(iii)    French Estate and Gift Taxes

Under the Convention Between the United States of America and the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
Respect to Taxes on Estates, Inheritance and Gifts, signed November 24, 1978, if you transfer your shares or ADSs by gift, or if they are transferred by reason of your death, that transfer will
only be subject to French gift or inheritance tax if one of the following applies:



96

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(iv)    French Wealth Tax

French wealth tax does not generally apply to shares or ADSs if the holder is a resident of the United States for purposes of the U.S.-France income tax treaty.

(v)    Passive Foreign Investment Company Status

We believe, based on the review of our June 2002 year-end financial statements, and based upon the advice of Shearman & Sterling,
our tax counsel, as to the legal requirements relating to passive foreign investments company ("PFIC") status, that we will be classified as a PFIC for U.S. federal income tax purposes for the year
ended June 30, 2002. A non-U.S. corporation is classified as a PFIC for any taxable year, if at least 75% of its gross income consists of passive income (such as dividends,
interest, rents, royalties, or gains on the disposition of certain minority interests) or at least 50% of the average value of its assets (determined on the basis of a quarterly average) consist of
assets that produce, or are held for the production of, passive income.

Our
determination that we are a PFIC is based on a current valuation of our passive assets, such as cash, and our non-passive assets (including goodwill, which is derived
from the market value of our shares and therefore is subject to change). The determination of whether we are or will continue to be a PFIC must be made annually as at the close date of each taxable
year and is a function of all the facts and circumstances. Accordingly, it is possible that we may continue to be classified as a PFIC in future taxable years.

If
you are a U.S. holder of our shares or ADSs, the PFIC rules may subject you to potential adverse U.S. tax consequences. These consequences may include having gains realized on the
disposition of shares or ADSs treated as ordinary income rather than capital gains and being subject to punitive interest charges on certain dividends and on the proceeds of the sale or other
disposition of the shares or ADSs. These adverse consequences may be alleviated or avoided if you determine to make an election (known as a "QEF election") with respect to InfoVista in the first
taxable year in which you own our shares or ADSs and we are classified as a PFIC.

If you are a U.S. holder of our shares or ADSs, you should consult your own tax advisor regarding the application of the PFIC rules to your ownership of our
shares or ADSs, and as to the effects and advisability of making a QEF election with respect to your InfoVista shares or ADSs. Further information regarding PFIC status and the QEF election is
available on our official website at www.infovista.com. PLEASE BE ADVISED THAT EACH SHAREHOLDER MUST MAKE AN INDIVIDUAL DETERMINATION AS TO WHETHER TO MAKE A QEF ELECTION
AND THE CONSEQUENCES THEREOF. ACCORDINGLY, THE COMPANY IS UNABLE TO GIVE YOU SPECIFIC ADVICE IN THIS REGARD, AND EACH SHAREHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX
ADVISOR.

(vi)    United States Information Reporting and Backup Withholding

Dividend payments made to you and proceeds paid from the sale, exchange or disposal of your shares or ADSs may be subject to information reporting to the Internal
Revenue Service and possible U.S. federal backup withholding at a current rate of 30%. Certain exempt recipients (such as corporations) are not subject to these information reporting requirements.
Backup withholding will not apply to a holder who furnishes a correct taxpayer identification number or certificate of foreign status and makes any other required certification, or who is otherwise
exempt from backup withholding. U.S. persons who are required to establish their exempt status generally must provide Internal Revenue Service Form W-9 (Request for Taxpayer
Identification Number and Certification). Non-U.S. Holders generally are not subject to U.S. information reporting or backup withholding. However, such holders may be required to provide
certification of non-U.S. status in connection with payments received in the United States or through U.S.-related financial intermediaries.

97

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Backup
withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability. You may obtain a refund of any excess
amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the Internal Revenue Service and furnishing any required information.

10.16.7    Where You Can Find More Information

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and file reports and other information with
the SEC. This annual report on Form 20-F is being filed pursuant to the Exchange Act. This report summarizes the content of contracts and other documents that we refer you to. Since
this report may not contain all of the information that is important to you, you should review the full text of these documents.

Since
we are a foreign private issuer, we and our shareholders are exempt from some of the Exchange Act reporting requirements. The reporting requirements that do not apply to us or our
shareholders include the proxy solicitation rules and Section 16 short-swing profit reporting for our officers and directors and for holders of more than 10% of our shares. In addition, we are
not required to file annual, quarterly or current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
However, we will file with the SEC, as long as we are required to do so, within 180 days after the end of each fiscal year, an annual report on Form 20-F containing financial
statements audited by an independent accounting firm. We also intend to file semi-annual reports on Form 6-K. You may read and copy any document we file with the SEC at
its public reference rooms at 450 Fifth Street, N.W., Washington D.C. 20549, and at its regional offices at 233 Broadway, New York, NY 10279 New York, New York 10048, and Northwest
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60662. Please call the SEC at 1-800-SEC-0330 for more information on the public reference
rooms and their copy charges.

ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

11.1    Currencies

As our assets, earnings and cash flows are influenced by our foreign operations in the United States, the United Kingdom and the Asia-Pacific region,
we are exposed to foreign currency risk. To date, we have not engaged in currency hedging, as we do not believe such activity would provide long-term benefits. We periodically reassess
this policy.

Most
of our sales are denominated in euro and the euro is the most important currency influencing our costs. Our cash is primarily denominated in euro and U.S. dollars and all of our
long-term debt is in euro. We hold modest amounts of cash in British pounds against outflows for short-term operational reasons.

We
estimate that a ten-percent adverse change between the euro and the U.S. dollar exchange rate would impact reported financial results for the fiscal year ended
June 30, 2002 by approximately € 680,000. We estimate that a ten-percent adverse change between the euro and the British pound foreign exchange rate
would impact reported financial results for the fiscal year ended June 30, 2002 by approximately € 85,000.

In
addition, we have an interest-free loan from ANVAR, and we would be exposed to interest rate risk if we were required to refinance this loan.

98

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11.2    Financial Instruments

The carrying amount and fair value of cash and cash equivalents, long-term receivables, and long-term debt are set forth below.

|                                  |  | As of June 30, 2002 |  
|--------------------------------- |  | ------------------- | -
|
|
|Cash and cash equivalents         |  | 50,226              |  
|Deposits and other assets         |  | 843                 |  
|Long-term debt                    |  |                    |  
|Current-portion of long-term debt |  | (305                | )

The
interest rate used to calculate the fair values of the above financial instruments was 5.27%.

Long-term
debt is repayable as follows:

|               |  | At June 30,
|-------------- |  | -----------
|
|
|Long-term debt |  | 305        

ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

99

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PART II

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

To our knowledge, there has been no material default in the payment of principal or interest or any other material default not cured within 30 days
relating to indebtedness of InfoVista or any of its significant subsidiaries.

To
our knowledge, no payment of dividends is in arrears.

ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

14.1    Material Modifications to the Rights of Security Holders

To our knowledge, no one (i) has modified materially the instruments defining the rights of holders of our shares or (ii) has modified materially or
qualified the rights evidenced by our shares by issuing or modifying any other class of securities.

14.2    Use of Proceeds

The registration statement for our initial public offering, Commission File Number 333-12160, was declared effective on July 7, 2000. Our
initial public offering took place on July 7, 2000.

We
registered 6,900,000 common shares with a par value of € 0.54 at an offering price of $ 12.23. The aggregate price of the offering amount
registered was $ 84.4 million. We sold 6,000,000 shares and the aggregate offering price of the amount sold was $ 73.4 million. The underwriters fully exercised
the over allotment option of 900,000 shares.

The
proceeds derived from the listing of our shares on July 7, 2000 on theNouveau Marchéand on the Nasdaq in the
form of American Depositary Shares totaled € 68.6 million ($ 68.1 million using noon buying rate on December 11, 2002), after deducting
such fees and commissions.

These
proceeds have been used in the following manner during the fiscal year ending June 30, 2002:



100

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PART III

ITEM 15.    CONTROLS AND PROCEDURES

There have been no significant changes in our internal controls since the beginning of fiscal year 2002.

ITEM 16.    [RESERVED]

ITEM 17.    FINANCIAL STATEMENTS

ITEM 18.    FINANCIAL STATEMENTS

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                
|------------------------------------------------------------------------------------------------
|Consolidated Financial Statements                                                               
|Report of Independent Accountants                                                               
|Consolidated Statements of Operations for the years ended June 30, 2002, 2001 and 2000          
|Consolidated Balance Sheets as of June 30, 2002 and 2001                                        
|Consolidated Statements of Stockholders' Equity for the years ended June 30, 2002, 2001 and 2000
|Consolidated Statements of Cash Flows for the years ended June 30, 2002, 2001 and 2000          
|Notes to the Consolidated Financial Statements                                                  

ITEM 19.    EXHIBITS

|1    |  | Statuts, or by-laws, of InfoVista (unofficial English translation up to date as of October 23, 2002)                                                                                                                                                           
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1  |  | License to Commercialize "ObjectStore," "ObjectStore Performance Expert" and "ObjectStore Runtime," between eXcelon Corporation and InfoVista dated August 23, 2000** (incorporated by reference to exhibit 4.1 to Form 20-F,
Commission File Number 000-30838)
|4.2  |  | 1996 Stock Option Plan (unofficial English translation) (incorporated by reference to exhibit 10.5 to Form F-1, Commission File Number 333-12160)                                                                                                              
|4.3  |  | 1999 Stock Option Plan (unofficial English translation) (incorporated by reference to exhibit 10.6 to Form F-1, Commission File Number 333-12160)                                                                                                              
|4.4  |  | 2000 Stock Option Plan, as amended (unofficial English translation) (incorporated by reference to exhibit 10.7 to Form F-1, Commission File Number 333-12160)                                                                                                  
|4.5  |  | 2001 Stock Option Plan, as amended (unofficial English translation) (incorporated by reference to exhibit 4.3 to Form S-8, Commission File Number 333-81300)                                                                                                   
|8    |  | Subsidiaries of the Registrant (see "Information on the CompanyGeneral Information Concerning the Share capital of the CompanySubsidiaries and Investments")                                                                                                 
|10.1 |  | Consent of independent accountants                                                                                                                                                                                                                             

101

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REPORT OF INDEPENDENT ACCOUNTANTS

To
the Board of Directors and Shareholders of InfoVista SA

In
our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income and comprehensive income, of cash flows and of changes in stockholders'
equity, present fairly, in all material respects, the financial position of InfoVista SA and its subsidiaries (the "Company") at June 30, 2001 and 2002, and the results of their operations and
their cash flows for each of the three years in the period ended June 30, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these
statements in accordance with the auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

Paris,
France
July 23, 2002

Coopers &
Lybrand Audit
Member of PricewaterhouseCoopers

/s/
JEAN FRANCOIS CHATEL
Jean-François Châtel
Partner

F-1

---



CONSOLIDATED STATEMENTS OF OPERATIONS        (In thousands, except for share and per share data)

|                                                      |                                                                                                                           | Year ended June 30, |           
|----------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------- | ------------------- | ----------
|
|Revenues                                              |                                                                                                                           |                     |           
|                                                      | License revenues                                                                                                          |                     |           
|                                                      | Service revenues                                                                                                          |                     |           
|                                                      |                                                                                                                           |                     |           
|Total revenues                                        |                                                                                                                           |                     | 29,196    
|Cost of revenues                                      |                                                                                                                           |                     |           
|                                                      | Cost of licenses                                                                                                          |                     |           
|                                                      | Cost of services (exclusive of non-cash compensation expense of € 83, € 146 and € 215, respectively)                      |                     |           
|                                                      |                                                                                                                           |                     |           
|Total cost of revenues                                |                                                                                                                           |                     | 6,906     
|                                                      |                                                                                                                           |                     |           
|Gross profit                                          |                                                                                                                           |                     | 22,290    
|Operating expenses                                    |                                                                                                                           |                     |           
|                                                      | Sales and marketing expenses (exclusive of non-cash compensation expense of € 129, € 309 and € 361, respectively)         |                     |           
|                                                      | Research and development expenses (exclusive of non-cash compensation expense of € 51, € 155 and € 231, respectively)     |                     |           
|                                                      | General and administrative expenses (exclusive of non-cash compensation expense of € 54, € 1,619 and € 600, respectively) |                     |           
|                                                      | Stock compensation expense                                                                                                |                     |           
|                                                      | Restructuring costs and consulting fee                                                                                    |                     |           
|                                                      | Impairment charge for goodwill                                                                                            |                     |           
|                                                      | Amortization of goodwill and intangibles                                                                                  |                     |           
|                                                      |                                                                                                                           |                     |           
|Total operating expenses                              |                                                                                                                           |                     | 35,678    
|                                                      |                                                                                                                           |                     |           
|Operating loss                                        |                                                                                                                           |                     | (13,388   
|Other income (expense):                               |                                                                                                                           |                     |           
|                                                      | Interest income                                                                                                           |                     |           
|                                                      | Net foreign currency transaction (losses) gains                                                                           |                     |           
|                                                      | Other                                                                                                                     |                     |           
|                                                      |                                                                                                                           |                     |           
|Loss before income taxes and minority interest        |                                                                                                                           |                     | (11,926   
|                                                      | Income tax expense                                                                                                        |                     |           
|                                                      | Minority interest                                                                                                         |                     |           
|                                                      |                                                                                                                           |                     |           
|Net loss                                              |                                                                                                                           |                     | €(11,904  
|                                                      |                                                                                                                           |                     |           
|Basic and diluted loss per share                      |                                                                                                                           |                     | €(0.60    
|                                                      |                                                                                                                           |                     |           
|Basic and diluted weighted average shares outstanding |                                                                                                                           |                     | 19,733,253

The accompanying notes are an integral part of the consolidated financial statements.

F-2

---



CONSOLIDATED BALANCE SHEETS        (In thousands, except for share and per share data)

|                                                                                                                                                       |                               | As of June 30, |        
|------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------- | -------------- | -------
|
|ASSETS                                                                                                                                                 |                               |                |        
|Cash and cash equivalents                                                                                                                              |                               |                | €50,226
|Marketable securities                                                                                                                                  |                               |                | 5,513  
|Trade receivables, net of allowance of € 586 and € 632, respectively                                                                                   |                               |                | 8,040  
|Prepaid expenses and other current assets                                                                                                              |                               |                | 2,222  
|                                                                                                                                                       |                               |                |        
|                                                                                                                                                       | Total current assets          |                |        
|                                                                                                                                                       |                               |                |        
|Fixed assets, net                                                                                                                                      |                               |                | 4,441  
|Licensed technology and advances, net                                                                                                                  |                               |                | 1,327  
|Goodwill and other purchased intangible assets, net                                                                                                    |                               |                | 918    
|Deposits and other assets                                                                                                                              |                               |                | 843    
|                                                                                                                                                       |                               |                |        
|                                                                                                                                                       | Total non-current assets      |                |        
|                                                                                                                                                       |                               |                |        
|Total assets                                                                                                                                           |                               |                | €73,530
|                                                                                                                                                       |                               |                |        
|LIABILITIES & STOCKHOLDERS' EQUITY                                                                                                                     |                               |                |        
|Trade payables                                                                                                                                         |                               |                | €4,487 
|Current portion of long-term debt                                                                                                                      |                               |                | 305    
|Accrued salaries and commissions                                                                                                                       |                               |                | 1,879  
|Accrued social security and other payroll taxes                                                                                                        |                               |                | 709    
|Deferred revenue                                                                                                                                       |                               |                | 3,624  
|Other current liabilities                                                                                                                              |                               |                | 1,847  
|                                                                                                                                                       |                               |                |        
|                                                                                                                                                       | Total current liabilities     |                |        
|                                                                                                                                                       |                               |                |        
|Long-term debt                                                                                                                                         |                               |                |       
|Other long term liabilities                                                                                                                            |                               |                | 61     
|Commitments and contingencies                                                                                                                          |                               |                |       
|                                                                                                                                                       |                               |                |        
|                                                                                                                                                       | Total non-current liabilities |                |        
|                                                                                                                                                       |                               |                |        
|Stockholders' equity                                                                                                                                   |                               |                |        
|Common stock, par value of € 0.54 per share (19,866,560 and 19,641,414 shares authorized and issued, and 19,859,807 and 19,634,661 shares outstanding) |                               |                | 10,728 
|Capital in excess of par value of stock                                                                                                                |                               |                | 85,839 
|Accumulated deficit                                                                                                                                    |                               |                | (34,584
|Unrealized losses on available for sale securities                                                                                                     |                               |                | (487   
|Cumulative translation adjustment                                                                                                                      |                               |                | (768   
|Deferred compensation                                                                                                                                  |                               |                | (38    
|Less common stock in treasury (6,753 shares), at cost                                                                                                  |                               |                | (72    
|                                                                                                                                                       |                               |                |        
|Total stockholders' equity                                                                                                                             |                               |                | 60,618 
|                                                                                                                                                       |                               |                |        
|Total liabilities and stockholders' equity                                                                                                             |                               |                | €73,530
|                                                                                                                                                       |                               |                |        

The accompanying notes are an integral part of the consolidated financial statements.

F-3

---



CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except for share and per share data)

|                                                                     |  | Number of
preferred
shares |   | Numbers of
ordinary
shares |   | Numbers of
treasury
shares |   | Preferred
stock |   | Common
stock |   | Treasury
stock |   | Capital in
excess of
par value
of stock |   | Accumulated
deficits |   | Unrealized
losses on
available
for sale
securities |   | Cumulative
translation
adjustment |   | Deferred
compensation |   | Total   |  
|-------------------------------------------------------------------- |  | -------------------------- | - | -------------------------- | - | -------------------------- | - | --------------- | - | ------------ | - | -------------- | - | --------------------------------------- | - | -------------------- | - | -------------------------------------------------- | - | --------------------------------- | - | --------------------- | - | ------- | -
|Balance, June 30, 1999                                               |  | 7,901,214                  |   | 13,769,415                 |   | 0                          |   | €2,168          |   | €3,779       |   | €0             |   | €7,186                                  |   | €(9,408              | ) | €0                                                 |   | €(286                             | ) | €(1,115               | ) | €2,324  |  
|                                                                     |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   |         |  
|Issuance of common stock                                             |  |                            |   | 2,800,000                  |   |                            |   |                 |   | 768          |   |                |   | 6,091                                   |   |                      |   |                                                    |   |                                   |   |                       |   | 6,859   |  
|Exercise of stock warrants                                           |  |                            |   | 1,200,000                  |   |                            |   |                 |   | 324          |   |                |   | 2,603                                   |   |                      |   |                                                    |   |                                   |   |                       |   | 2,927   |  
|Exercise of employee stock options                                   |  |                            |   | 188,326                    |   |                            |   |                 |   | 51           |   |                |   | 7                                       |   |                      |   |                                                    |   |                                   |   |                       |   | 58      |  
|Reverse stock split                                                  |  | (3,950,607                 | ) | (8,978,870                 | ) |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   | 0       |  
|Issuance of stock options                                            |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   | 1,244                                   |   |                      |   |                                                    |   |                                   |   | (1,244                | ) | 0       |  
|Stock compensation expense                                           |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   | 355                                     |   |                      |   |                                                    |   |                                   |   | 1,053                 |   | 1,407   |  
|Change in par value                                                  |  |                            |   |                            |   |                            |   | (35             | ) | (73          | ) |                |   | 108                                     |   |                      |   |                                                    |   |                                   |   |                       |   | 0       |  
|Components of comprehensive income:                                  |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   |         |  
|Net loss                                                             |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   | (6,956               | ) |                                                    |   |                                   |   |                       |   | (6,956  | )
|Currency translation adjustment                                      |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   | (615                              | ) |                       |   | (615    | )
|                                                                     |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   |         |  
|Comprehensive income                                                 |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   | (7,571  | )
|                                                                     |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   |         |  
|Balance, June 30, 2000                                               |  | 3,950,607                  |   | 8,978,871                  |   | 0                          |   | 2,133           |   | 4,849        |   | 0              |   | 17,594                                  |   | (16,364              | ) | 0                                                  |   | (901                              | ) | (1,307                | ) | 6,004   |  
|                                                                     |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   |         |  
|Issuance of common stock                                             |  |                            |   | 6,000,000                  |   |                            |   |                 |   | 3,240        |   |                |   | 73,560                                  |   |                      |   |                                                    |   |                                   |   |                       |   | 76,800  |  
|IPO fees and commissions                                             |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   | (8,150                                  | ) |                      |   |                                                    |   |                                   |   |                       |   | (8,150  | )
|Preferred shares converted in ordinary shares                        |  | (3,950,607                 | ) | 3,950,607                  |   |                            |   | (2,133          | ) | 2,133        |   |                |   | 0                                       |   |                      |   |                                                    |   |                                   |   |                       |   | 0       |  
|Exercise of stock warrants                                           |  |                            |   | 526,039                    |   |                            |   |                 |   | 284          |   |                |   | 1,237                                   |   |                      |   |                                                    |   |                                   |   |                       |   | 1,521   |  
|Exercise of employee stock options                                   |  |                            |   | 185,897                    |   |                            |   |                 |   | 100          |   |                |   | 231                                     |   |                      |   |                                                    |   |                                   |   |                       |   | 331     |  
|Reversal of deferred compensation related to forfeited stock options |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   | (161                                    | ) |                      |   |                                                    |   |                                   |   | 161                   |   | 0       |  
|Stock compensation expense                                           |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   | 1,482                                   |   |                      |   |                                                    |   |                                   |   | 747                   |   | 2,229   |  
|Purchase of treasury stock at cost                                   |  |                            |   |                            |   | 19,942                     |   |                 |   |              |   | (434           | ) |                                         |   |                      |   |                                                    |   |                                   |   |                       |   | (434    | )
|Common stock issued from treasury                                    |  |                            |   |                            |   | (13,189                    | ) |                 |   |              |   | 362            |   | (76                                     | ) |                      |   |                                                    |   |                                   |   |                       |   | 286     |  
|Components of comprehensive income:                                  |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   |         |  
|Net loss                                                             |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   | (6,316               | ) |                                                    |   |                                   |   |                       |   | (6,316  | )
|Currency translation adjustment                                      |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   | 298                               |   |                       |   | 298     |  
|                                                                     |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   |         |  
|Comprehensive income                                                 |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   | (6,018  | )
|                                                                     |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   |         |  
|Balance, June 30, 2001                                               |  | 0                          |   | 19,641,414                 |   | 6,753                      |   | 0               |   | 10,606       |   | (72            | ) | 85,717                                  |   | (22,680              | ) | 0                                                  |   | (603                              | ) | (399                  | ) | 72,569  |  
|                                                                     |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   |         |  
|Exercise of stock warrants                                           |  |                            |   | 197,710                    |   |                            |   |                 |   | 107          |   |                |   | 135                                     |   |                      |   |                                                    |   |                                   |   |                       |   | 242     |  
|Exercise of employee stock options                                   |  |                            |   | 27,436                     |   |                            |   |                 |   | 15           |   |                |   | 25                                      |   |                      |   |                                                    |   |                                   |   |                       |   | 40      |  
|Subscription of warrants                                             |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   | 6                                       |   |                      |   |                                                    |   |                                   |   |                       |   | 6       |  
|Reversal of deferred compensation related to forfeited stock options |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   | (107                                    | ) |                      |   |                                                    |   |                                   |   | 107                   |   | 0       |  
|Stock compensation expense                                           |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   | 63                                      |   |                      |   |                                                    |   |                                   |   | 254                   |   | 317     |  
|Unrealized losses on available for sale securities                   |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   | (487                                               | ) |                                   |   |                       |   | (487    | )
|Components of comprehensive income:                                  |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   |         |  
|Net loss                                                             |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   | (11,904              | ) |                                                    |   |                                   |   |                       |   | (11,904 | )
|Currency translation adjustment                                      |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   | (165                              | ) |                       |   | (165    | )
|                                                                     |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   |         |  
|Comprehensive income                                                 |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   | (12,068 | )
|                                                                     |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   |         |  
|Balance, June 30, 2002                                               |  | 0                          |   | 19,866,560                 |   | 6,753                      |   | €0              |   | €10,728      |   | €(72           | ) | €85,839                                 |   | €(34,584             | ) | €(487                                              | ) | €(768                             | ) | €(38                  | ) | €60,618 |  
|                                                                     |  |                            |   |                            |   |                            |   |                 |   |              |   |                |   |                                         |   |                      |   |                                                    |   |                                   |   |                       |   |         |  

The accompanying notes are an integral part of the consolidated financial statements.

F-4

---



CONSOLIDATED STATEMENTS OF CASH FLOWS        (In thousands, except for share and per share data)

|                                                                            |                                                                        | Year ended June 30, |         
|--------------------------------------------------------------------------- | ---------------------------------------------------------------------- | ------------------- | --------
|
|Cash flows from operating activities:                                       |                                                                        |                     |         
|Net loss                                                                    |                                                                        |                     | €(11,904
|Adjustments to reconcile net loss to net cash used by operating activities: |                                                                        |                     |         
|                                                                            | Depreciation                                                           |                     |         
|                                                                            | Loss on disposal of fixed assets                                       |                     |         
|                                                                            | Amortization of goodwill and intangibles                               |                     |         
|                                                                            | Impairment charge for goodwill                                         |                     |         
|                                                                            | Amortization of licensed technologies and royalties advances           |                     |         
|                                                                            | Stock compensation expense                                             |                     |         
|                                                                            | Provision for bad debt                                                 |                     |         
|                                                                            | Minority interest                                                      |                     |         
|Changes in operating assets and liabilities:                                |                                                                        |                     |         
|                                                                            | Trade receivables                                                      |                     |         
|                                                                            | Prepaid expenses and other current assets                              |                     |         
|                                                                            | Deposits and other assets                                              |                     |         
|                                                                            | Trade payables                                                         |                     |         
|                                                                            | Accrued expenses                                                       |                     |         
|                                                                            | Deferred revenues                                                      |                     |         
|                                                                            | Other current liabilities                                              |                     |         
|                                                                            | Other long term liabilities                                            |                     |         
|                                                                            |                                                                        |                     |         
|Net cash used by operating activities                                       |                                                                        |                     | (5,270  
|                                                                            |                                                                        |                     |         
|Cash flows from investing activities:                                       |                                                                        |                     |         
|                                                                            | Acquisition of businesses, net of cash acquired                        |                     |         
|                                                                            | Purchase of fixed assets                                               |                     |         
|                                                                            | Purchase of marketable securities                                      |                     |         
|                                                                            | Purchase of licensed technologies and royalty advances                 |                     |         
|                                                                            |                                                                        |                     |         
|Net cash used by investing activities                                       |                                                                        |                     | (7,550  
|                                                                            |                                                                        |                     |         
|Cash flows from financing activities:                                       |                                                                        |                     |         
|                                                                            | Proceeds from issuance of debt                                         |                     |         
|                                                                            | Payments of debt                                                       |                     |         
|                                                                            | Payments on acquired debt                                              |                     |         
|                                                                            | Proceeds from exercise of stock options                                |                     |         
|                                                                            | Proceeds from subscription and exercise of stock warrants              |                     |         
|                                                                            | Proceeds from issuance of common stock                                 |                     |         
|                                                                            | Purchase of treasury stock                                             |                     |         
|                                                                            | Proceeds from issuance of treasury stock                               |                     |         
|                                                                            |                                                                        |                     |         
|Net cash provided by financing activities                                   |                                                                        |                     | 28      
|                                                                            |                                                                        |                     |         
|Net change in cash                                                          |                                                                        |                     | (12,792 
|                                                                            |                                                                        |                     |         
|                                                                            | Effects of exchange rate changes                                       |                     |         
|                                                                            |                                                                        |                     |         
|(Decrease) increase in cash and cash equivalents                            |                                                                        |                     | €(12,678
|                                                                            |                                                                        |                     |         
|Cash and cash equivalents at beginning of period                            |                                                                        |                     | €62,904 
|Cash and cash equivalents at end of period                                  |                                                                        |                     | €50,226 
|Supplemental disclosure of non-cash transactions                            |                                                                        |                     |         
|                                                                            | Recognition of deferred compensation related to of stock option grants |                     |         
|                                                                            | Reversal of deferred compensation on cancellation of related options   |                     |         
|                                                                            | Conversion of preferred stock to common stock                          |                     |         
|                                                                            | Debt acquired through acquisition of business                          |                     |         

The accompanying notes are an integral part of the consolidated financial statements.

F-5

---



InfoVista SA        NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS        (In thousands, except for share and per share data)

1SIGNIFICANT ACCOUNTING POLICIES



InfoVista SA and its subsidiaries (the "Company") design and develop software, which monitors, analyses, and reports on the performance and quality of service of
information technology ("IT") infrastructure, including networks, servers and applications. In addition, we provide service support for the installation, implementation, training and maintenance of
our products. Our products are part of the software market segment known as Service Level Management ("SLM"). The Company markets its products to telecommunication companies, Internet Service
Providers ("ISPs") and other IT intensive organizations. The Company maintains its headquarters in Les Ulis (outside Paris), France with subsidiaries located in Europe, North America and Asia.



The consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of
America. Certain prior year amounts have been reclassified to conform to the current year presentation.

The
accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.
During the year ended June 30, 2002, InfoVista GmbH and TISS Intra GmbH were merged together as of January 1, 2002. During the year ended June 30, 2001, InfoVista BNL was created
in December 2000, and InfoVista IBE in June 2001, while TISS Intra GmbH was acquired by InfoVista SA on December 2, 2000.

Consolidated
companies are the following as of June 30, 2002:

|Company                        |  | Country of incorporation |  | % of ownership |  | Fiscal year of incorporation
|------------------------------ |  | ------------------------ |  | -------------- |  | ----------------------------
|InfoVista SA (parent)          |  | France                   |  |               |  |                            
|InfoVista Corp.                |  | USA                      |  | 100.00         |  | 1997                        
|InfoVista UK                   |  | Great Britain            |  | 100.00         |  | 1999                        
|InfoVista GmbH                 |  | Germany                  |  | 100.00         |  | 1999                        
|InfoVista Asia-Pacific Pte Ltd |  | Singapore                |  | 69.19          |  | 2000                        
|InfoVista BNL                  |  | Belgium                  |  | 100.00         |  | 2001                        
|InfoVista IBE                  |  | Spain                    |  | 100.00         |  | 2001                        



Generally, the functional currency of the Company and its subsidiaries is the applicable local currencies in accordance with Statement of Financial Accounting
Standards ("SFAS") 52, "Foreign Currency Translation", while the Company's reporting currency is the euro.

All
assets and liabilities of the Company and its subsidiaries with functional currencies other than euro are translated into euro equivalents at exchange rate as follows:
(1) asset and liability accounts at the rate of exchange in effect on the balance sheet date, (2) revenues and expenses at the average rate of exchange for the year, and
(3) shareholder's equity accounts at historical exchange rates. Generally, transaction gains or losses are reflected in net income (loss). Transaction gains or losses that are related to
intercompany investments that are considered long-term in nature are recorded in cumulative translation adjustment as a separate component of shareholder's equity.

F-6

---



The Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company has classified its
marketable securities as available-for-sale and recorded them at fair value with the unrealized gains and losses reported as a separate component of stockholders' equity.



Trade receivables are carried at anticipated net realizable value. Doubtful accounts are provided for on the basis of anticipated collection losses. The estimated
losses are determined from historical collection experience and a review of outstanding accounts receivable.

During
the years ended June 30, 2002, 2001, and 2000, the Company expensed € 318, € 487, and
€ 138, respectively to bad debt.



Fixed assets are recorded at their historical cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of the
respective assets, which are as follows:

Furniture and fixtures

10 yearsComputers and hardware

5 yearsLeasehold Improvements

10 yearsPurchased software

3 years


Leasehold
improvements are depreciated over the lesser of its useful life or the remaining period of the existing leases. Repairs and maintenance are expensed as incurred. When assets
are retired or otherwise disposed of, the assets and related allowances for depreciation are eliminated from the accounts and any resulting gain or loss is recognized in other income/expense.

Fixed
assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable in accordance with SFAS 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."



The Company accounts for software development costs in accordance with SFAS 86, "Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise
Marketed." Costs incurred prior to establishment of technological feasibility are expensed as incurred and reflected as research and development costs in the consolidated statement of operations.

To
date, the establishment of technological feasibility of the Company's products and their general release substantially coincide. As a result, the Company has not capitalized any
software development cost since such costs have not been significant.

F-7

---



The Company records goodwill when the cost of net identifiable assets that it acquires in a purchase business combination exceeds their fair value. As of
July 1, 2001, goodwill is no longer amortized in accordance with SFAS 142, "Goodwill and Other Intangible Assets" but prior to that date, Goodwill was amortized on a
straight-line basis over five years. Identified intangible assets are amortized on a straight-line basis over their estimated useful lives.

Goodwill
and intangible assets are tested annually and whenever events or circumstances occur indicating these assets may be impaired. The purpose of these tests is to identify any facts
or circumstances, either internal or external, which indicate that the carrying value of the asset cannot be recovered. The Company compares future undiscounted cash flows that are generated by the
asset to its carrying value in order to initially test whether an impairment charge should be recognized. If the future undiscounted cash flows are lesser than the carrying value, the Company then
performs a subsequent calculation to measure the amount of the impairment loss based on the excess of the carrying value over the fair value of the impaired assets. If quoted market prices for the
assets are not available, the fair value calculated using the present value of estimated expected future cash flows. The cash flow calculation is based on management's best estimates, using
appropriate assumptions and projections at that time.



Licensed technology and royalty advances, which pertain to payments by the Company for the license of technology used in the Company's products, are stated at
cost less accumulated amortization. Costs of Licensed technology and royalty advances are amortized using the greater of (1) the straight-line method over their estimated economic
lives or (2) current period revenue to anticipated total revenues during the license period.



Revenues from sales of licenses to end-user clients are recognized generally when the Company receives a purchase order, delivers the software
(assuming no significant obligations), collection of the resulting receivable is probable and the amount of fees is fixed or determinable. The Company provides for allowances for estimated future
returns from clients upon shipment. Prior to December 31, 1999, the Company recognized license revenues generated from sales through resellers when the Company received cash from a sale since,
resellers had certain cancellation options. Subsequent to December 31, 1999, reseller contracts have been revised to exclude these cancellation options and, accordingly, the Company currently
recognizes reseller license revenues on the same basis as for direct sales to end-user clients. The Company generally recognizes license revenues from original equipment manufacturers
after receipt of a quarterly report of their sales made in that period.

Customers
purchase maintenance services for an initial period (typically 12 months) as part of the purchase of the license. The maintenance fees are automatically renewable for
subsequent 12-month periods unless the client or the Company cancels. Payments for maintenance fees (on initial order or on renewal) are generally made in advance and are
non-refundable. The Company defers revenues for maintenance services and recognize them rateably over the term of the maintenance agreement.

F-8

---

Revenues from consulting, training and other support services are generally recognized as the services are performed. These revenue recognition policies for maintenance and other services are the
same regardless of the sales channel used. Service revenues are not shared between resellers and the Company. End users either enter into a service contract directly with the Company or with a
reseller. The Company generally receives no portion of the service revenues generated by a reseller.

Since
licenses are almost always sold with maintenance services, the Company recognizes the amount of license revenue in a license and maintenance package based on the residual value
method. The fee allocated to maintenance services is based upon the fee charged to renew these maintenance services. Significant discounts offered on other services are generally allocated to the
delivered license portion of the fee. License revenues and service revenues that have been prepaid or invoiced but that have not yet been recognized as revenues under the Company's policy are
reflected as deferred revenues.



Advertising costs are expensed as incurred.



The Company accounts for income taxes in accordance with SFAS 109, "Accounting for Income Taxes." Deferred tax assets and liabilities are computed based on
the difference between the financial statement and income tax bases of assets and liabilities using currently enacted applicable tax rates. SFAS 109 requires that the net deferred tax asset be
reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the net deferred tax asset will not be realized.



Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted loss per share is computed using the weighted
average number of shares and dilutive equivalent shares outstanding during the period. Dilutive equivalent shares consist of stock options and warrants granted and not yet exercised, and the
conversion of preferred stock. All dilutive equivalent shares that have an antidilutive effect are excluded from the computation of loss per share.



As of June 30, 2002 and 2001, the carrying values of current financial instruments such as cash and cash equivalents, accounts receivable, accounts
payable, other receivables, accrued liabilities and the current portion of long-term debt approximated their market values, based on the short-term maturities of these
instruments. As of June 30, 2002 and 2001, the fair value of long-term debt was € 0 and € 290, respectively, compared to
book values of € 0 and € 305, respectively. As of June 30, 2002 and 2001, the fair value of long-term deposits and other
non current assets was € 603 and € 614 respectively, compared to book values of € 843 and
€ 777 respectively. Fair value is determined based on expected future cash flows, discounted at market interest rates, and other appropriate valuation methodologies.

F-9

---



Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and
accounts receivable. The Company maintains its cash and cash equivalents with high credit quality financial institutions. Trade receivables potentially subject the Company to concentrations of credit
risk. The Company closely monitors extensions of credit and has not experienced significant credit losses in the past.



The Company accounts for its stock options and purchase warrants issued to employees pursuant to the provisions of Accounting Principles Board ("APB") 25,
"Accounting for Stock Issued to Employees," and related interpretations whereby compensation cost is measured, at the measurement date, as the difference between the market value of stock and the
exercise price (the intrinsic value method). The measurement date corresponds to the date on which both the number of shares subject to grant and the exercise price per share are known.



In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which supercedes
SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. SFAS 144 further refines the requirements of
SFAS 121, which required that companies (1) recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future
cash flows and (2) measure an impairment loss as the difference between the carrying amount and fair value of the asset. In addition, SFAS 144 provides guidance on accounting and
disclosure issues surrounding long-lived assets to be disposed of by sale. The Company will be required to adopt SFAS 144 beginning on July 1, 2002. The Company does not
anticipate that the adoption of this statement will have a material impact on its financial position or results of operations or cash flows.

In
June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS 146 nullifies the guidance in EITF Issue
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." Under EITF
94-3, an entity recognized a liability for an exit cost on the date that the entity committed itself to an exit plan. In SFAS 146, the FASB acknowledges that an entity's commitment
to a plan does not, by itself, create a present obligation to the other parties that meets the definition of a liability and requires that a liability for a cost that is associated with an exit or
disposal activity be recognized when the liability is incurred. It also establishes that fair value is the objective for the initial measurement of the liability. SFAS 146 will be effective for
exit or disposal activities that are
initiated after December 31, 2002. The adoption of this standard is not expected to have a material effect on the financial position or results of operations of the Company.



The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and
assumptions that affect the reported

F-10

---

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.

2SEGMENT INFORMATION



For management purposes, the Company is currently organized on the following basis: (1) it operates in a single business segment, software sales and
related services and (2) its operations focus on three geographical areas, Europe, North America and Asia, where its eight operating entities are located.

The
enterprise's chief operating decision-maker, as defined in SFAS 131, "Disclosures about Segments of an Enterprise and Related Information," the Board of Directors, reviews
operating results on the basis of the organization as described above.



The following tables present revenue by country based on country of invoice and long-lived assets by country based on the location of assets:

Revenue analysis

Year ended June 30,2002

2001

2000EuropeFrance


€6,003


€5,231


€3,782Others


10,991


9,149


2,086Total


16,994


14,380


5,868Asia-Pacific


2,204


1,198


United States of America


9,998


12,081


4,473Total sales to external customers


€29,196


€27,659


€10,341


F-11

---

Carrying amount of long-lived assets

Long-lived assets reflect net fixed assets.

As of June 30,2002

2001EuropeFrance


€2,497


€2,342Others


269


356Total


2,766


2,698Asia-Pacific


189


241United States of America


1,486


1,819Total carrying amount of long-lived assets


€4,441


€4,758




No customer individually accounted for more than 10% of consolidated net revenues for the year ended June 30, 2002 and 2000. For the year ended
June 30, 2001, revenues amounted to greater than 10% of total revenues for one customer, located in Germany for € 2,998.

3INCOME TAXES

The income tax expense consisted of:

Year ended June 30,2002

2001

2000Current income tax expense


€(12
)

€(2
)

€Deferred income tax expense








€(12
)

€(2
)

€




Actual income tax differs from the amount that would arise from using the statutory tax rate in France as follows:

Year ended June 30,2002

2001

2000Statutory tax rate in France

34.32
%
35.32
%
36.67
%Deferred tax assets on operating losses and temporary
    differencesValuation allowance

(33.80
)%
(67.27
)%
(16.75
)%Effect of differences in foreign tax rates

(2.06
)%
6.98
%
(11.23
)%Permanent differences and others

1.64
%
24.97
%
(8.69
)%Effective tax rate

0.10
%
0.00
%
0.00
%


F-12

---



3INCOME TAXES (Continued)



For the years ended June 30, 2002, 2001 and 2000, the Company provided for a valuation allowance of € 12,073,
€ 10,570 and € 3,914 respectively, against net deferred tax assets primarily related to the net operating loss carry forwards.

As
of June 30, 2002, the approximate income tax effects of the temporary book to tax differences are as follows:

Deferred tax assets on tax loss carry forwards

€ 12,056Deferred tax on temporary differences:Depreciation

(110
)Deferred revenues

460Others

(333
)Total

17Total deferred tax assets

12,073Valuation allowance

(12,073
)Net deferred tax assets

€ 0




As of June 30, 2002, expiration dates of net operating loss carryforwards were as follows:

|                                       |                       |         
|-------------------------------------- | --------------------- | --------
|Expiration date:                       |                       |         
|                                       | 2003                  |         
|                                       | 2004                  |         
|                                       | 2005                  |         
|                                       | 2006                  |         
|                                       | 2007                  |         
|                                       | Between 2013 and 2023 |         
|                                       | No expiration date    |         
|                                       |                       |         
|Total net operating loss carryforwards |                       | € 33,890
|                                       |                       |         

During the year ended June 30, 2001, fully reserved tax loss carry forwards of € 473 were acquired in the
TISS's acquisition. Any subsequent recognition of the tax benefit for tax loss carry forwards related to the acquired company will be allocated first to reduce goodwill and then any other intangible
assets identified during the purchase price allocation; any remaining tax benefit for tax loss carryforwards will thereafter be a reduction of tax expense.

Fiscal
years ended from June 30, 1996 to June 30, 2002 are subject to tax audit from the respective tax authorities in the countries where the Company's subsidiaries are
incorporated. The Company's management does not believe that adjustments, if any, arising from such audits would have a significant effect on the Company's financial position or results of operations.

F-13

---

Loss
before income taxes and minority interest was as follows:

|       |  | Year ended June 30, |  
|------ |  | ------------------- | -
|
|France |  | € (13,553           | )
|Others |  | 1,627               |  
|       |  |                     |  
|Total  |  | €(11,926            | )
|       |  |                     |  



As of June 30, 2002 and 2001, the Company had research-related tax credit receivables, net that amounted to € 409.
Research-related tax credits are granted on the basis of the increase in qualifying research and development costs. These tax credits can be utilized to pay corporate income tax or they are reimbursed
to the Company, within three years after the tax credits have been filed with the tax authorities.

4MARKETABLE SECURITIES

The Company maintains a liquid investment portfolio with the intention to support current operations and take advantage of investment opportunities. As a result,
all marketable securities are considered to be available-for-sale and are classified as current assets. On January 17, 2002, the Company invested
€ 6,000 in an investment, KLEBER 2006 in which the Company has the ability to sell on a weekly basis before its maturity date at published market rates. KLEBER 2006 value
is benchmarked against a collection of equity investments, but the original cost of € 6,000 is guaranteed if held to the maturity date, which is January 2006. As of
June 30, 2002, marketable securities available-for-sale had an historical cost of € 6,000, unrealized losses of
€ 487, and fair value of € 5,513. No realized gains or losses on marketable securities available-for-sale have been
included in net loss for the years ended June 30, 2002, 2001, and 2000.

5FIXED ASSETS, NET

|                         |  | As of June 30, |  
|------------------------ |  | -------------- | -
|
|Computers and hardware   |  | € 2,961        |  
|Purchased software       |  | 1,295          |  
|Furniture and fixtures   |  | 945            |  
|Leasehold improvements   |  | 1,441          |  
|                         |  |                |  
|                         |  | 6,642          |  
|Accumulated depreciation |  | (2,201         | )
|                         |  |                |  
|                         |  | € 4,441        |  
|                         |  |                |  

F-14

---

6ACQUISITION OF TISS

On December 2, 2000, the Company entered into an agreement to acquire all of the outstanding common shares of TISS Intra GmbH ("TISS"), a
privately-held company that was an InfoVista Business Solution Integrator ("BSI") for over a year, implementing complete "SLM" solutions, including training, maintenance and support for
clients such as AUDI, Concert, and Deutsche Telekom. Under the terms of the acquisition agreement, the Company assumed approximately € 1,896 of liabilities and paid
approximately € 3,158 (includes € 125 of transaction costs) in cash to acquire TISS in January 2001. The transaction was accounted for
under the purchase method of accounting. TISS's results of operations have been included in the Company's consolidated financial statements, from December 2000 (the date of the acquisition).

During
the year ended June 30, 2001, the Company finalized the purchase price allocation. A summary of this allocation of the purchase price was as follows:

|                        |                     |         |      
|----------------------- | ------------------- | ------- | -----
|Total net assets        |                     | € (494  | )    
|Intangible assets:      |                     |         |      
|                        | Assembled workforce |         | 220  
|                        | Core technology     |         | 1,520
|Goodwill                |                     | 1,912   |      
|Total intangible assets |                     | 3,652   |      
|                        |                     |         |      
|                        |                     | € 3,158 |      
|                        |                     |         |      

All of TISS's research and development efforts had reached technological feasibility before the acquisition date, therefore, no
in-process research and development existed. Goodwill, which represented the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired, less
liabilities assumed, was being amortized over the estimated life of five years up to June 30, 2001.

In
accordance with SFAS 142, the Company reclassified the carrying value of the workforce as of July 1, 2001 into goodwill. During June 2002, the Company performed
the annual impairment test of goodwill carry value of € 1,841. As a result of economic conditions in Central Eastern Europe, the Company's future cash flows forecast for
this reporting unit were lowered, which led to an impairment charge for the entire carrying value of the goodwill.

7GOODWILL AND OTHER PURCHASED INTANGIBLE ASSETS, NET

|                         |  | As of June 30, |  
|------------------------ |  | -------------- | -
|
|Goodwill                 |  | €             |  
|Workforce                |  |               |  
|Existing technologies    |  | 1,520          |  
|                         |  |                |  
|                         |  | 1,520          |  
|Accumulated amortization |  | (602           | )
|                         |  |                |  
|                         |  | € 918          |  
|                         |  |                |  

F-15

---

8CAPITAL (PREFERRED STOCK, COMMON STOCK AND CAPITAL IN EXCESS OF PAR VALUE)



The Series P Preferred shares had a liquidation preference over the Series O Common Shares. The holders of Series P were entitled to receive
dividends equal to 7% of distributable earnings (earnings for the year less statutory reserves), subject to approval by the Company's shareholders to distribute such dividends. Such dividends were
non-cumulative. There had been no distributable earnings and, therefore, no preferred dividends have been declared.

In
June 1998, the Company authorized and issued 2,904,860 shares of its Series P Preferred Shares at par value of € 0.5488. The issuance
included stock purchase warrants that allowed the holder to subscribe to additional Series P shares in the proportion of 0.18 shares for one warrant at an exercise price of
€ 1.76 for each preferred share. In April 1999, the warrants were
exercised, which resulted in the issuance of 1,045,747 Series P shares, of which the Company received € 1,859 in proceeds.

The
Series P Preferred shares were automatically converted one for one, to Series O Ordinary shares on July 7, 2000 when the Company began trading on the Nouveau Marché.



In December 1999, the Company raised € 6,859 of net proceeds from the private placement of 1,400,000 ordinary shares for
€ 4.90 per share.

In
May 2000, the Board of Directors of the Company approved a one-for-two reverse stock split effective immediately. Accordingly, the par value of the
Company's stock has been increased from € 0.27 to € 0.54. The effect of the stock split has been reflected in the financial statements for all
periods presented and earnings per share have been adjusted accordingly. All references throughout this annual report to number of shares, per share amounts, stock option data and market prices of the
Company's common stock have been restated with the exception of the statement of changes in stockholder's equity.

On
July 7, 2000, the Company completed an Initial Public Offering ("IPO") of 6,000,000 common shares in the form of American Depositary Shares on NASDAQ and Series O
Ordinary shares on theNouveau Marchéof the Paris Bourse. The net proceeds, after related costs of issuance of shares of approximately
€ 8,150, amounted to approximately € 68,650.



The Company has adopted four separate stock option plans (the "1996 Plan", the "1999 Plan", the "2000 Plan" and the "2001 Plan" or, collectively, the "Plans")
pursuant to which stock options may be granted to officers and employees of the Company to purchase a specified number of shares at a price determined by the Board of Directors. Each option granted
under the 1996 Plan, 1999 Plan or 2000 Plan entitles the option holder to acquire 0.5 shares of the Company's common stock at a specified price. Each option granted under the 2000 bis Plan or 2001
Plan entitles the option holder to acquire 1 share of the Company's common stock at a specified price.

F-16

---

The
1996 Plan provided for the grant of stock options giving the right to subscribe for 250,000 shares. Under the terms of the 1996 Plan, stock options granted vest ratably over a period
of four years, with 25% vesting on each year anniversary of the grant date, and expire five years from the date of grant.

The
1999 Plan and 2000 Plan provided for the grant of stock options giving the right to subscribe for 1,126,000 and 750,000 shares, respectively. Under the terms of the 1999 Plan and
2000 Plan, stock options granted vest over a period of three years with 25% vesting on each of the one year, two year, 21/2 year, and third year anniversary of the date of grant,
and expire eight years from the date of grant.

The
2001 Plan provided for the grant of stock options given the right to subscribe for 2,000,000 shares. Under the terms of the 2001 Plan, stock options granted vest over a period of
three years with 25% vesting on each of the one year, two year, 21/2 year, and third year anniversary of the date of grant, and expire 10 years from the date of grant.

A
summary of the status of the Company's options under the Plans is as follows:

|                            |  | Number of Shares |   | Weighted Average Exercise Price |  
|--------------------------- |  | ---------------- | - | ------------------------------- | -
|Balance as of June 30, 1999 |  | 873,500          |   | € 1.598                         |  
|                            |  |                  |   |                                 |  
|Granted                     |  | 652,250          |   | 5.882                           |  
|Forfeited                   |  | (20,500          | ) | (2.424                          | )
|Exercised                   |  | (94,163          | ) | (0.618                          | )
|                            |  |                  |   |                                 |  
|Balance as of June 30, 2000 |  | 1,411,087        |   | 3.627                           |  
|                            |  |                  |   |                                 |  
|Granted                     |  | 1,514,585        |   | 27.321                          |  
|Forfeited                   |  | (242,692         | ) | (28.946                         | )
|Exercised                   |  | (185,897         | ) | (1.780                          | )
|                            |  |                  |   |                                 |  
|Balance as of June 30, 2001 |  | 2,497,083        |   | 15.675                          |  
|                            |  |                  |   |                                 |  
|Granted                     |  | 1,267,915        |   | 2.836                           |  
|Forfeited/Cancelled         |  | (1,229,861       | ) | (26.626                         | )
|Exercised                   |  | (27,436          | ) | (1.452                          | )
|                            |  |                  |   |                                 |  
|Balance as of June 30, 2002 |  | 2,507,701        |   | € 3.969                         |  
|                            |  |                  |   |                                 |  

As of June 30, 2002, the Company had 1,189,585 options available to grant.

F-17

---

The
following table summarizes information concerning outstanding and exercisable options under the Plans as of June 30, 2002:

|                      |  | Outstanding |  | Exercisable
|--------------------- |  | ----------- |  | -----------
|
|From € 1.01 to 2.00   |  | 696,822     |  | 4.677      
|From € 2.01 to 5.00   |  | 1,485,679   |  | 9.130      
|From € 5.01 to 10.00  |  | 96,350      |  | 8.973      
|From € 10.01 to 20.00 |  | 192,600     |  | 7.029      
|Over € 20.01          |  | 36,250      |  | 7.989      
|                      |  |             |  |            
|Total                 |  | 2,507,701   |  | 7.709      
|                      |  |             |  |            

The Company accounts for its stock options in accordance with the intrinsic value method of APB 25, "Accounting for Stock Issued to
Employees," pursuant to which employees' stock based compensation expense is calculated at the measurement date (generally, the date of grant) as the difference between the fair market value of the
Company's stock and the option exercise price. Stock based compensation expense is recognized over the related service period, which is generally the vesting period of the stock options. For the year
ended June 30, 2002 and 2001, all stock options were granted at an exercise price equal to the market price at the date of grant, therefore, no compensation expense was recognized.

The
Company recognized stock compensation expense related to its stock options primarily granted before it's IPO of € 317,
€ 747 and € 1,052 for the years ended June 30, 2002, 2001 and 2000, respectively.

On
August 30, 2001, the Company offered to eligible employees the opportunity to renounce the right to the benefit from outstanding stock options to subscribe in Ordinary shares
granted on or after
September 1, 2000 under the 2000 Stock Option Plan and the 2001 Stock Option Plan, with an exercise price greater than 30 euros, for new stock options to subscribe in Ordinary shares,
subject to the terms and conditions described in the Offer to Grant (Form TO filed with the SEC on August 30, 2001) Subject to the terms and conditions of this offer, the new options were
granted on May 13, 2002. The number of new options granted to each eligible employee was equal to the number of the options that were cancelled. The Company did not incur any stock compensation
expense, as a result of the stock option surrender and re-grant scheme.



The Company has granted warrants to certain members of executive management and certain investors. Each warrant entitles the holder to acquire 0.5 shares
of the Company's common stock at a specified price.

On
June 30, 1998, the Company issued 1,000,000 warrants to certain members of management for aggregate consideration of € 15. Two warrants entitle the
holder to purchase one common share of the

F-18

---

Company for € 1.22 per share. These warrants expire June 30, 2003. As of June 30, 2002, 969,998 of these warrants have been exercised and 2 have been
cancelled. As of June 30, 2001, 574,578 of these warrants have been exercised and 2 have been cancelled.

On
December 9, 1999, and in connection with the issuance of common shares, the Company also issued to certain investors and members of management 1,600,000 warrants to purchase
800,000 ordinary shares at an exercise price of € 4.88 per share for aggregate consideration of € 24. These warrants were immediately fully
vested and expire on December 8, 2004. No compensation expense will be recognized on the warrants issued to members of management, as the strike price equals the fair market value of the stock
at the measurement date. As of June 30, 2002, 1,537,500 of these warrants have been exercised and 165,000 have been repurchased and cancelled. As of June 30, 2001, 1,537,500 of these
warrants have been exercised and 5,000 have been repurchased and cancelled.

On
December 9, 1999, the Company also issued 300,000 warrants to purchase 150,000 ordinary shares to certain members of management for aggregate consideration of
€ 5. The exercise price of each of these warrants was determined based on the Company's ability to consummate an initial public offering at a stipulated price level. If
the initial public offering were consummated at $ 14.00 per share or above, or if at the date of exercise of the warrant, the share price of the preceding trading day was at least equal
to $ 14.00 or a shareholder or third party makes a firm written offer to purchase the majority of our shares for at least $ 14.00, the warrant holder would be able to
purchase common stock for € 4.88 per share. Otherwise, the warrants may be exercised for a price of € 487.84 per share. During the first day
of trading on July 7, 2000, the
Company achieved the required $ 14 share price to allow exercise of these warrants for an exercise price of € 4.88 per share. Accordingly,
€ 1,482 of compensation expense was recognized in the first quarter of the 2001 fiscal year. As of June 30, 2001, 140,000 warrants have been exercised. The
remaining 160,000 warrants expired, unexercised on June 30, 2001. Therefore, none of these warrants remain outstanding as of June 30, 2002 and 2001.



In December 2000, the General Meeting authorized a program of repurchase of our own shares (Note d'information, COB visa #00-1902) up to a
limit of 10% of our capital. During the fiscal year ended June 30, 2001, pursuant to the aforementioned stock repurchase program, the company repurchased 19,942 shares for approximately
€ 434 and sold 13,189 shares that had been repurchased for approximately € 287.



On October 13, 1995, in connection with the sale of shares to third party investors, a shareholder's agreement between the founding shareholders of the
Company and these third parties provided the founding shareholders with a right to repurchase certain of those shares (the "repurchase option") if specified valuation targets were met in future
periods. In December 1998, the expiration date of the repurchase option was extended until June 30, 1999, and the exercise price of the repurchase option was increased for all founding
shareholders that continued to hold unexercised options. In July 1999, two principal shareholders transferred shares acquired upon exercise of the repurchase option to certain employees and
vendors at the repurchase option price. As that price was less than the fair value

F-19

---

of the shares at that date, compensation expense of € 355 was recognized during the year ended June 30, 2000.



Had compensation cost for the Company's stock options and stock purchase warrants been determined in a manner consistent with SFAS 123, "Accounting for
Stock-Based Compensation," the Company's net loss would have increased by € 14,124, € 11,034 and € 524 for each
of the years ended June 30, 2002, 2001 and 2000, respectively. Net loss per share, on a basic and diluted basis, would have been € 1.32,
€ 0.92 and € 0.96 for each of the years ended June 30, 2001, 2000 and 1999, respectively.

Information
with respect to the Company's option grants and the computation of fair value, using the Black Scholes evaluation model method, follows:

|                                               |                                 | Year ended June 30, |       
|---------------------------------------------- | ------------------------------- | ------------------- | ------
|
|Weighted average fair value of options granted |                                 | € 2.218             |       
|Total fair value of options granted            |                                 | € 851               |       
|Weighted average assumptions                   |                                 |                     |       
|                                               | Expected holding period (years) |                     | 4.3   
|                                               | Risk-free interest rate         |                     | 4.90  
|                                               | Volatility                      |                     | 115.36
|                                               | Expected dividend yield         |                     | N/A   

9EMPLOYEE RETIREMENT PLANS



The Company contributes to pensions for personnel in France in accordance with French law by contributing based on salaries to the relevant government agencies.
There exists no actuarial liability in connection with these plans. French law also requires payment of a lump sum retirement indemnity to employees based upon years of service and compensation at
retirement. Benefits do not vest prior to retirement. The Company's obligation as of June 30, 2002 and 2001 was immaterial.



The U.S. subsidiary has a contributory profit-sharing plan, which covers substantially all employees. Generally, eligible employees are allowed to contribute an
amount not to exceed the lesser of 15% of their compensation or U.S.$ 10. The company may make additional discretionary contributions that are allocable to those participants who are
employed on the last day of the plan year and have completed at least 1,000 hours of service during the plan year. In the event that the plan is determined to be a "top-heavy plan"
as defined by the Internal Revenue Code, annual employer contributions are required under a formula based upon the compensation of the plan participants.

The
subsidiary has made no contributions to the plan since inception.

F-20

---

10DEBT



In 1996, the Company was granted a € 686 interest free cash advance by ANVAR (a French State organization to foster research). In
June 2000, the Company was granted a new interest free advance by ANVAR for € 305 that will be due by December 2002.

Debt
consists of the following:

|                                            |  | As of June 30, |  
|------------------------------------------- |  | -------------- | -
|
|ANVAR interest free loan, due June 2002     |  | € 0            |  
|ANVAR interest free loan, due December 2002 |  | 305            |  
|                                            |  |                |  
|                                            |  | 305            |  
|Less current portion                        |  | (305           | )
|                                            |  |                |  
|                                            |  | € 0            |  
|                                            |  |                |  

11RESTRUCTURING

During the year ended June 30, 2002, the Company effected a reduction in its workforce of approximately 30 employees as part of its ongoing measures to
better align operating expenses with revenues. As a result of the reduction in headcount and the adoption of the a plan to re-focus its commercial activities in the US and Germany, the
Company adopted an office rationalization plan to consolidate and reduce its multiple Maryland office facilities into a single location in Columbia, Maryland, while closing down small satellite
offices in Germany and reducing the size of the Munich office. As a result of these restructuring plans, the Company recorded a total restructuring charge of € 1,697
during fiscal year 2002, which included severance costs and other benefits for terminated employees and costs associated with exiting facilities of € 998 and
€ 699 respectively. Costs associated with exiting facilities included estimated sublease losses, representing the estimated excess of lease costs over sublease income,
estimated sublease commissions and concessions, and other facility closing costs including rent expense while the office space is vacant.

As
of June 30, 2002, unpaid amounts of € 769 have been classified in other current liabilities in the accompanying consolidated balance sheet.
Remaining cash expenditures relating to accrued restructuring costs will be substantially paid before the end of the first quarter of fiscal year 2003.

12COMMITMENTS AND CONTINGENCIES



The Company leases its facilities and certain equipment under lease agreements expiring through December, 2011. Certain leases have renewal options to extend the
lease periods up to an additional three to six years.

F-21

---

As
of June 30, 2002, future minimum rental payments under these leases, summarized by fiscal year, are as follows:

|                     |            |         
|-------------------- | ---------- | --------
|Year ending June 30, |            |         
|                     | 2003       |         
|                     | 2004       |         
|                     | 2005       |         
|                     | 2006       |         
|                     | 2007       |         
|                     | Thereafter |         
|                     |            |         
|Total                |            | € 11,422
|                     |            |         

For the years ended June 30, 2002, 2001, and 2000, the operating rent expenses were € 2,383,
€ 1,665, and € 270, respectively.



Under French tax law, favorable tax treatment is accorded to the Company and to the employees if, among other things, the shares are held for at least four or
five years, depending on the grant date. Except in certain limited circumstances, if the shares are disposed of prior to the end of this four-year or five-year period, social
security charges will be borne by both the Company and the employee.

Due
to the unfavorable tax consequences to the employees of disposing of these shares before the expiration of the four-year or five-year period, it is considered
unlikely that such disposals would take place. Accordingly, no liability for the Company's portion of the social security charges has been recorded in the financial statements. The amount payable by
the Company in the event an employee did exercise and sell the shares so obtained before the four-year or five-year period elapsed would be approximately 45% of the difference
between the market price of the stock at the exercise date and the exercise price.

Assuming
the exercise of all options vested at June 30, 2002, the taxes payable for the Company would have amounted to € 69, calculated using the
closing price of the shares on June 28, 2002. Depending on the future fluctuations of our share price, the taxes payable could be significantly higher. However, based on the significant adverse
tax consequences to our employees, we believe that the sale of these shares by a significant number of our employees is improbable. Therefore, we have not recognized a provision for such taxes in our
financial statements.



The Company has various lawsuits, claims, commitments and contingent liabilities arising from ordinary conduct of its business. However, they are not expected to
have a material adverse effect on its operating results, financial position and cash flows of the Company.

F-22

---

13RELATED PARTY TRANSACTIONS

InfoVista sells licenses and services to ClarIteam. The Company's Chairman is a director of ClarIteam and the Chairman, other officers and investors of our
Company are also significant shareholders of ClarIteam. For the years ended June 30, 2002, 2001 and 2000, the Company recognized revenues from sales to ClarIteam amounting to
€ 132, € 69 and € 0, respectively. As of June 30, 2002, the Company recorded trade payables to ClarIteam
amounting to € 15.

On
February 8, 2001, the Company completed a Second Public Offering ("SPO"). Pursuant to which, certain InfoVista's shareholders sold 3,562,500 shares of our Company (including
464,674 shares as over-allotment option) in a public offering on the Nouveau Marché of Euronext and on NASDAQ (in the form of American Depositary Shares). As of
June 30, 2002 and 2001 InfoVista recorded accounts receivables from officers and investors of our Company related to the Secondary Public Offering fees completed on February 8, 2001,
amounting to € 0 and € 347, respectively. In addition, the Company recorded € 347 of income from administrative
fees related to the services provided for the Secondary Public Offering.

InfoVista
sells licenses and services to 3Com, which has been a significant shareholder of InfoVista (ownership percentage between 3% and 5% during the years ended June 30, 2001
and 2000). For the years ended June 30, 2001 and 2000, the Company recognized revenues from sales to 3Com amounting to € 259 and
€ 602, respectively. As of June 30, 2001, the Company had no trade receivables from 3Com. Since May 2001, 3Com is no longer a shareholder of the Company.

On
December 1, 1998, the Company entered into a management consulting contract with an enterprise, Alain Tingaud Innovations EURL, which is operated by the Company's Chairman and
Chief Executive Officer. For the year ended June 30, 2001, the Company paid management consulting fees of respectively € 76. The contract ended October 31,
2000.

14SUBSEQUENT EVENTS



During the first quarter of fiscal year ending 2003, the Company intends to complete a plan to reduce its workforce by approximately 11 employees as part of its
ongoing measures to better align operating expenses with revenues. As a result of the reduction in headcount and the adoption of a plan to re-focus its commercial activities in Central
Eastern Europe, the Company has already adopted an office rationalization plan to further reduce its Munich office facilities. As a result of these restructuring plans, it is estimated that the
restructuring charge should not exceed €1 million during the first quarter of fiscal year.

F-23

---

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.

|                        |  | INFOVISTA SA
|----------------------- |  | ------------
|                        |  | By:         
|Date: December 23, 2002 |  |             

---

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Alain Tingaud, Chief Executive Officer of InfoVista, asociété anonymeorganized
under French law, certify that:



|                        |  | By: | /s/ALAIN TINGAUDAlain TINGAUD Chairman and Chief Executive Officer
|----------------------- |  | --- | ------------------------------------------------------------------
|Date: December 23, 2002 |  |     |                                                                   

---

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Philippe Ozanian, Chief Financial Officer of InfoVista, asociété anonymeorganized under French law, certify that:



|                        |  | By: | /s/PHILIPPE OZANIANPhilippe OZANIAN Chief Financial Officer
|----------------------- |  | --- | -----------------------------------------------------------
|Date: December 23, 2002 |  |     |                                                            

---

Exhibits Index

|     |  |                                                                                                                                                                                                                                                                
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1    |  | Statuts, or by-laws, of InfoVista (unofficial English translation up to date as of October 23, 2002)                                                                                                                                                           
|4.1  |  | License to Commercialize "ObjectStore," "ObjectStore Performance Expert" and "ObjectStore Runtime," between eXcelon Corporation and InfoVista dated August 23, 2000** (incorporated by reference to exhibit 4.1 to Form 20-F, Commission File Number
000-30838)
|4.2  |  | 1996 Stock Option Plan (unofficial English translation) (incorporated by reference to exhibit 10.5 to Form F-1, Commission File Number 333-12160)                                                                                                              
|4.3  |  | 1999 Stock Option Plan (unofficial English translation) (incorporated by reference to exhibit 10.6 to Form F-1, Commission File Number 333-12160)                                                                                                              
|4.4  |  | 2000 Stock Option Plan, as amended (unofficial English translation) (incorporated by reference to exhibit 10.7 to Form F-1, Commission File Number 333-12160)                                                                                                  
|4.5  |  | 2001 Stock Option Plan, as amended (unofficial English translation) (incorporated by reference to exhibit 4.3 to Form S-8, Commission File Number 333-81300)                                                                                                   
|8    |  | Subsidiaries of the Registrant (see "Information on the CompanyGeneral Information Concerning the Share capital of the CompanySubsidiaries and Investments")                                                                                                 
|10.1 |  | Consent of independent accountants                                                                                                                                                                                                                             

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