##### 









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




---

Amendment No. 1

TO


Form 10-K




---

|   |  |                                                                                           
|-- |  | ------------------------------------------------------------------------------------------
|þ  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
	15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934    
|  
|   |  | For the year ended December 31,
	2001                                                     
|  
|or
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13
	OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-28041

iManage, Inc.

(Exact name of registrant as specified in its
charter)


|                                                                |  |                                      
|--------------------------------------------------------------- |  | -------------------------------------
|Delaware                                                        |  | 36-4043595                           
|(State or other jurisdiction of
	incorporation or organization) |  | (I.R.S. Employer
	Identification No.)

950 Tower Lane

Foster City, California 94404


(Address of principal executive
offices)


Telephone Number (650) 356-1166

(Registrants telephone number, including
area code)


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 þ          No o

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

The aggregate market value of the voting stock
held by non-affiliates of the registrant, based on the closing
sale price of the Common Stock on April 1, 2002 as reported
on the Nasdaq National Market was approximately $90,716,000.
Shares of Common Stock held by each current executive officer
and director and by each person who is known by the registrant
to own 5% or more of the outstanding Common Stock have been
excluded from this computation in that such persons may be
deemed to be affiliates of the Company. This determination of
affiliate status is not a conclusive determination for other
purposes.

The number of shares outstanding of the
registrants Common Stock as of April 1, 2002 was
approximately 23,837,800.



---






---



##### 



We are amending Part III of iManage, Inc.s
Report on Form 10-K for its fiscal year ended
December 31, 2001 to read in its entirety as follows:

PART III

ITEM 10.     DIRECTORS
AND EXECUTIVE OFFICERS OF THE REGISTRANT

The table below sets forth the names and certain
information of our directors and executive officers as of
April 30, 2002:

|                      |  |                                                                            |  |     |    |          |  |  |      | 
|--------------------- |  | -------------------------------------------------------------------------- |  | --- | -- | -------- |  |  | ---- | 
|                      |  |                                                                            |  |     |    | Director
|Name                  |  | Principal Occupation with iManage                                          |  | Age |    | Since   
|                      |  |                                                                            |  |     |    |         
|Mahmood M. Panjwani   |  | Chairman of the Board of Directors, President and
	Chief Executive Officer |  |     | 43 |          |  |  | 1995 | 
|Rafiq R. Mohammadi    |  | Director, Chief Technology Officer and Senior
	Vice President, Engineering |  |     | 41 |          |  |  | 1995 | 
|Mark W. Perry         |  | Director                                                                   |  |     | 58 |          |  |  | 1998 | 
|Thomas L. Thomas      |  | Director                                                                   |  |     | 53 |          |  |  | 2001 | 
|Moez R. Virani        |  | Director                                                                   |  |     | 46 |          |  |  | 1996 | 
|Joseph S. Campbell    |  | Chief Operating Officer                                                    |  |     | 43 |          |  |  |     | 
|John E. Calonico, Jr. |  | Chief Financial Officer and Secretary                                      |  |     | 45 |          |  |  |     | 
|Daniel A. Carmel      |  | Vice President, Marketing and Business Development                         |  |     | 40 |          |  |  |     | 

Mahmood M. Panjwaniis a co-founder of iManage and has
served as our President, Chief Executive Officer and Chairman of
the Board of Directors since October 1995. In August 1988,
Mr. Panjwani founded Q-Image Corporation, a consulting
services company, and served as its President and Chairman of
the Board of Directors until December 1997.

Rafiq R. Mohammadiis a co-founder of iManage and has
served as our Chief Technology Officer and as one of our
directors since October 1995. Between 1985 and 1995,
Mr. Mohammadi co-founded and served as President of M/H
Manage, a company that developed and distributed software that
converted documents between different platforms and formats.

Mark W. Perryhas
been one of our directors since September 1998. From October
1995 to May 1996, Mr. Perry was a consultant to New
Enterprise Associates, a venture capital firm and one of our
major stockholders. Mr. Perry is currently a general
partner at New Enterprise Associates, a position he has held
since June 1996. From May 1994 to December 1995, Mr. Perry
was president and chief executive officer of ViewStar
Corporation, a client/server software company. From 1985 to
April 1994, Mr. Perry was an executive at Silicon Graphics.
Mr. Perry serves on the boards of directors of several
private companies.

Thomas L. Thomashas
been Chief Executive Officer of HAHT Commerce, Inc., a developer
of B2B software applications, since December 2000. From February
2000 through November 2000, Mr. Thomas was the Chief
Executive officer and Chairman of Ajuba Solutions. From February
1999 through January 2000, Mr. Thomas served as Chief
Executive Officer and was a member of the Board of Directors of
Vantive Corporation. He served as Senior Vice President, Global
Information Systems and Chief Information Officer of 3Com
Corporation from August 1996 until April of 1999. From September
1995 to July 1996 he was Vice President, Global Information
Systems and Chief Information Officer of 3Com Corporation. From
1993 to 1995 he was Vice President and Chief Information Officer
of Dell Computer Corporation. From 1987 to 1993 he was Vice
President of Management Information Systems at Kraft General
Foods. Mr. Thomas serves on the Board of Directors of
Odetics, Inc. as well as three private companies.

Moez R. Viranihas
been one of our directors since December 1996. Mr. Virani
has been a partner at Mohr Davidow Ventures, a venture capital
firm, since July 1999. From January 1998 to June 1999,
Mr. Virani served as the Chief Financial Officer of
Ziff-Davis Events, Inc., a media company. From February 1995 to

1



---



##### 



December 1997, Mr. Virani was the Chief
Financial Officer and Chief Operating Officer of SOFTBANK
Forums, Inc., a wholly-owned subsidiary of SOFTBANK, Inc. From
1984 to 1995, Mr. Virani worked for Sun Microsystems in a
variety of senior domestic and international finance positions.


Joseph S. Campbellhas served as our Chief Operating
Officer since October 2001. From October 2000 to October 2001,
Mr. Campbell served as Executive Vice President, Field
Operations. From February 1999 to September 2000,
Mr. Campbell was the Executive Vice President of Sales at
Alventive, Inc. From November 1997 to January 1999,
Mr. Campbell was the Executive Vice President of Field
Operations at Continuous, Inc. Mr. Campbell worked for
Banyon Systems, Inc. from July 1990 to July 1997, serving as
Senior Vice President for Worldwide Field Operations from March
1996 to July 1997.

John E. Calonico, Jr.has served as our Chief Financial
Officer and Secretary since January 2002. From March 200 to
December 2001, Mr. Calonico served as Chief Financial
Officer of Blue Martini Software, Inc. From February 1999 to
February 2000, Mr. Calonico served as Vice President and
Chief Financial Officer of GlobalCenter, Inc., a division of
Global Crossing, Ltd. From November 1997 to January 1999,
Mr. Calonico served as Vice President of Finance for BEA
Systems, Inc. From April 1990 to November 1997,
Mr. Calonico held various management positions including
Vice President of Finance at Autodesk, Inc.

Daniel A. Carmelhas
served as our Vice President, Marketing and Business Development
since June 2001. From July 1999 to January 2001, Mr. Carmel
was Vice President, Worldwide Marketing for Selectica, Inc.
Mr. Carmel held various marketing and executive positions
at Sonnet Financial, Inc. between September 1994 and June 1999.



ITEM 11.     EXECUTIVE
COMPENSATION


Summary Compensation Table

The following table sets forth information for
the years ended December 31, 2001, 2000 and 1999 concerning
the total compensation of our Chief Executive Officer, our three
other executive officers acting in such capacity at
December 31, 2001 whose salary and bonus for the year ended
December 31, 2001 exceeded $100,000 and two additional
individuals who were among our four most highly compensated
executive officers for the year ended December 31, 2001 and
whose salary and bonus exceeded $100,000 but who were not acting
in such capacity at December 31, 2001, the Named
Executive Officers:

|                            |                                                    |      |      |                     |  |            |         |              |  |   |         |        |  |  |         |         | 
|--------------------------- | -------------------------------------------------- | ---- | ---- | ------------------- |  | ---------- | ------- | ------------ |  | - | ------- | ------ |  |  | ------- | ------- | 
|                            |                                                    |      |      |                     |  |            |         | Long Term   
|                            |                                                    |      |      |                     |  |            |         | Compensation
|                            |                                                    |      |      |                     |  |            |         |             
|                            |                                                    |      |      |                     |  |            |         | Awards      
|                            |                                                    |      |      |                     |  |            |         |             
|                            |                                                    |      |      |                     |  | Number of 
|                            |                                                    |      |      | Annual Compensation |  | Securities
|                            |                                                    |      |      |                     |  | Underlying
|Name and Principal Position |                                                    | Year |      | Salary(1)           |  | Bonus(1)   |         | Options     
|                            |                                                    |      |      |                     |  |            |         |             
|Mahmood M. Panjwani         |                                                    |      | 2001 |                     |  | $          | 300,000 |              |  | $ | 111,680 |        |  |  | 350,000 |        
|                            | President and Chief Executive Officer              |      |      | 2000                |  |            |         | 250,000      |  |   |         |       |  |  |         |        | 
|                            |                                                    |      | 1999 |                     |  |            | 205,000 |              |  |   | 61,500  |        |  |  | 100,000 |        
|Joseph S. Campbell(2)       |                                                    |      | 2001 |                     |  | $          | 193,750 |              |  | $ | 156,250 |        |  |  | 250,000 |        
|                            | Chief Operating Officer                            |      |      | 2000                |  |            |         | 43,750       |  |   |         | 43,750 |  |  |         | 460,000 | 
|Daniel A. Carmel(3)         |                                                    |      | 2001 |                     |  | $          | 90,865  |              |  | $ | 62,500  |        |  |  | 300,000 |        
|                            | Vice President, Marketing and Business Development |      |      |                     |  |            |         |              |  |   |         |        |  |  |         |         | 
|Rafiq R. Mohammadi          |                                                    |      | 2001 |                     |  | $          | 200,000 |              |  | $ | 74,453  |        |  |  | 170,000 |        
|                            | Senior Vice President, Engineering and             |      |      | 2000                |  |            |         | 170,000      |  |   |         |       |  |  |         |        | 
|                            | Chief Technology Officer                           |      |      | 1999                |  |            |         | 150,000      |  |   |         | 45,000 |  |  |         | 50,000  | 
|Former Officers             |                                                    |      |      |                     |  |            |         |              |  |   |         |       
|Mark A. Culhane(4)          |                                                    |      | 2001 |                     |  | $          | 161,860 |              |  | $ | 21,120  |        |  |  |        |        
|                            | Chief Financial Officer                            |      |      | 2000                |  |            |         | 165,000      |  |   |         |       |  |  |         | 170,000 | 
|                            |                                                    |      | 1999 |                     |  |            | 146,442 |              |  |   | 45,000  |        |  |  | 50,000  |        
|Shamshad Rashid(5)          |                                                    |      | 2001 |                     |  | $          | 183,000 |              |  | $ | 21,200  |        |  |  | 170,000 |        
|                            | Vice President, Business Development               |      |      | 2000                |  |            |         | 155,000      |  |   |         |       |  |  |         |        | 
|                            |                                                    |      | 1999 |                     |  |            | 130,000 |              |  |   |        |        |  |  | 230,000 |        

2



---



##### 





---



|    |                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------
|(1) | Amounts shown are on a full year basis, and
	include cash and non-cash compensation earned by executive
	officers.
|   
|(2) | Mr. Campbell was hired on October 2,
	2000. His annualized salary for 2000 was $175,000.                          
|   
|(3) | Mr. Carmel was hired on June 25, 2001.
	His annualized salary for 2001 was $175,000.                              
|   
|(4) | Mr. Culhane resigned effective
	August 31, 2001.                                                                  
|   
|(5) | Ms. Rashid has been on leave since
	August 1, 2001. She received salary through
	October 15, 2001.                

Option Grants in Last Year

The following table provides the specified
information concerning grants of options to purchase our common
stock during 2001 to the Named Executive Officers:

|                    |  |                      |         |            |  |          |      |            |  |                             |      |        |  |  |          |  |  |   |         |  |  |   |           | 
|------------------- |  | -------------------- | ------- | ---------- |  | -------- | ---- | ---------- |  | --------------------------- | ---- | ------ |  |  | -------- |  |  | - | ------- |  |  | - | --------- | 
|                    |  |                      |         |            |  |          |      |            |  |                            
|                    |  |                      |         | % of Total |  |          |      |            |  | Potential Realizable Value 
|                    |  |                      |         | Options    |  |          |      |            |  | at Assumed Annual Rates    
|                    |  |                      |         | Granted to |  | Exercise |      |            |  | of Stock Price Appreciation
|                    |  | Number of Securities |         | Employees  |  | or Base  |      |            |  | for Option Term            
|                    |  | Underlying Options   |         | in Fiscal  |  | Price    |      | Expiration |  |                            
|Name                |  | Granted(#)           |         | Year       |  | ($/sh)   |      | Date       |  | 5%($)                       |      | 10%($)
|                    |  |                      |         |            |  |          |      |            |  |                             |      |       
|Mahmood M. Panjwani |  |                      | 350,000 |            |  |          | 11.1 |            |  | $                           | 2.51 |        |  |  | 04/24/11 |  |  | $ | 505,750 |  |  | $ | 1,257,200 | 
|Joseph S. Campbell  |  |                      | 250,000 |            |  |          | 7.9  |            |  | $                           | 4.22 |        |  |  | 04/24/11 |  |  | $ | 607,500 |  |  | $ | 1,509,750 | 
|Daniel A. Carmel    |  |                      | 300,000 |            |  |          | 9.5  |            |  | $                           | 3.81 |        |  |  | 07/02/11 |  |  | $ | 674,700 |  |  | $ | 1,686,300 | 
|Rafiq R. Mohammadi  |  |                      | 170,000 |            |  |          | 5.4  |            |  | $                           | 2.51 |        |  |  | 04/24/11 |  |  | $ | 245,650 |  |  | $ | 610,640   | 
|Former Officers     |  |                      |         |            |  |          |      |            |  |                             |      |        |  |  |          |  |  |   |         |  |  |   |           | 
|Mark A. Culhane     |  |                      |        |            |  |          |     |            |  |                             |     |        |  |  |         |  |  |   |        |  |  |   |          | 
|Shamshad Rashid     |  |                      | 170,000 |            |  |          | 5.4  |            |  | $                           | 2.51 |        |  |  | 04/24/11 |  |  | $ | 245,650 |  |  | $ | 610,640   | 

Aggregated Option Exercises for 2001 and 2001
Year-End Values

The following table provides certain information
concerning exercises of options to purchase our common stock
during 2001, and unexercised options held as of
December 31, 2001, by the Named Executive Officers:

|                      |  |                 |   |          |  |                      |   |                      |  |        |         |          |  |  |         |  |  |   |           |  |  |   |           | 
|--------------------- |  | --------------- | - | -------- |  | -------------------- | - | -------------------- |  | ------ | ------- | -------- |  |  | ------- |  |  | - | --------- |  |  | - | --------- | 
|                      |  |                 |   |          |  |                      |   |                      |  |       
|                      |  |                 |   |          |  | Number of Securities |   |                     
|                      |  |                 |   |          |  | Underlying           |   | Value of Unexercised
|                      |  |                 |   |          |  | Unexercised Options  |   | In-the-Money Options
|                      |  |                 |   |          |  | at 12/31/01(1)       |   | at 12/31/01(2)      
|                      |  | Shares Acquired |   | Value    |  |                      |   |                     
|Name                  |  | on Exercise     |   | Realized |  | Vested               |   | Unvested             |  | Vested |         | Unvested
|                      |  |                 |   |          |  |                      |   |                      |  |        |         |         
|Mahmood M. Panjwani   |  |                 |  |          |  |                      |  |                      |  |        | 132,292 |          |  |  | 317,708 |  |  | $ | 431,519   |  |  | $ | 1,451,481 | 
|Joseph S. Campbell(3) |  |                 |  |          |  |                      |  |                      |  |        | 161,622 |          |  |  | 548,378 |  |  | $ | 1,162,062 |  |  | $ | 3,980,338 | 
|Daniel A. Carmel      |  |                 |  |          |  |                      |  |                      |  |        | 31,251  |          |  |  | 268,749 |  |  | $ | 127,504   |  |  | $ | 1,096,49  | 
|Rafiq R. Mohammadi    |  |                 |  |          |  |                      |  |                      |  |        | 64,999  |          |  |  | 155,001 |  |  | $ | 209,599   |  |  | $ | 705,006   | 
|Former Officers       |  |                 |   |          |  |                      |   |                      |  |        |         |          |  |  |         |  |  |   |           |  |  |   |           | 
|Mark A. Culhane(4)    |  |                 |  |          |  |                      |  |                      |  |        | 44,791  |          |  |  | 175,209 |  |  | $ | 104,581   |  |  |   |          | 
|Shamshad Rashid(5)    |  |                 |  |          |  |                      |  |                      |  |        | 48,958  |          |  |  | 351,042 |  |  | $ | 263,394   |  |  | $ | 791,307   | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | We have a right of repurchase as to any unvested
	shares upon optionees termination of employment at their
	original exercise price, subject to the Change in
	Control provisions described below.                                                                                                                                                                                                                                   
|   
|(2) | Calculated on the basis of the fair market value
	of the underlying securities as of December 31, 2001 of
	$7.89 per share, as reported as the closing price on the
	National Association of Securities Dealers Automated Quotations
	System, minus the aggregate exercise price.                                                                                                                                                      
|   
|(3) | Mr. Campbells offer letter provided
	that he was to receive a $1,000,000 contribution from us towards
	his stock option exercise price. On December 4, 2000
	Mr. Campbell was granted options for 460,000 shares at
	an exercise price of $2.875 per share. At the time
	Mr. Campbell exercises these options our $1,000,000
	contribution towards their exercise price will be effected by
	contributing $2.175 per share ($1,000,000

3



---



##### 



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | divided by 460,000) towards the purchase price of
	the shares issuable under these options. Therefore, on exercise
	of these options Mr. Campbell will be paying us $0.70 per
	share and we have recorded the remaining $2.175 per share as
	compensation expense over the vesting period of the option. The
	values set forth in the table for Mr. Campbells
	in-the-money options are based on an effective exercise price of
	$0.70 per share for these 460,000 options and an exercise
	price of $4.22 per share for an option to purchase
	250,000 shares we awarded Mr. Campbell in
	October 2001.
|   
|(4) | Mr. Culhane stopped vesting in all of his
	options on November 1, 2001, after which time he was
	granted six months to exercise any vested portion of his option
	grant.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(5) | Ms. Rashid has been on leave since
	August 1, 2001. Vesting of her options was suspended on
	October 15, 2002 for the remainder of her leave.                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Compensation of Directors

Members of our Board of Directors do not receive
compensation for attending board or committee meetings and do
not currently receive any reimbursement for expenses, other than
travel expenses, incurred in attending board and committee
meetings. If directors incur travel expenses to attend the
meetings, the expenses are paid by iManage.

Our amended 1997 stock option plan provides that
upon each non-employee directors initial election or
appointment, he automatically receives a nonstatutory stock
option to purchase 30,000 shares of common stock. As long
as the director continues to serve on the board, one-third of
the option shares will vest after one year and the remaining
two-thirds will vest in equal monthly increments over the
following two years. In addition, when a nonemployee director is
reelected to the board, the director will automatically be
granted a nonstatutory stock option to purchase shares of common
stock equal to 10,000 multiplied by the number of years of the
directors elected term. For example, if a director is
reelected to a three year term, the size of the option grant
would be 30,000 shares. Similarly, an option grant would be
for 20,000 shares for a director reelected to a two year
term and 10,000 shares for a director reelected to a one
year term. Each of these additional options will vest in equal
monthly increments over the directors elected term. A
director does not receive an additional option if at the time of
the directors reelection to the board, the director has
served on the board for less than one year. Each option granted
to a non-employee director will have a per share exercise price
equal to the fair market value of a share of common stock on the
grant date. Each option granted to a non-employee director will
have a term of 10 years. Vesting of non-employee director
options will accelerate in full if a change in control occurs
before the option becomes fully vested. From time to time, our
Board of Directors may approve additional option grants under
our 1997 stock option plan to certain directors. In
June 2001, we granted each of Mr. Virani and
Mr. Thomas, two of our directors, an option to purchase
7,500 shares of our common stock at an exercise price of
$2.51, in addition to the automatic grants provided under our
1997 stock option plan.

Change of Control and Severance
Arrangements

In April 2001 the Board of Directors granted
options to purchase 350,000 shares of our common stock to
Mr. Panjwani and options to purchase 170,000 shares of
our common stock to each of Mr. Mohammadi and
Ms. Rashid. If any of these officers employment is
terminated by iManage without cause or by the officer for good
reason within 12 months following a change in control of
iManage, the terminated officers options will immediately
accelerate in an amount equal to the lesser of (A) 50% of
the total number of shares subject to these options as of the
date of the constructive termination or (B) the number of
shares subject to these options remaining unvested as of the
date of the constructive termination. The same acceleration
provisions apply to an option grant to Mr. Carmel in
July 2001 to purchase 300,000 shares, an option grant
to Mr. Campbell in October 2001 to purchase
250,000 shares and option grants to Mr. Calonico in
January 2002 to purchase 300,000 shares.

4



---



##### 



Absence of Compensation Committee Interlocks
and Insider Participation in Compensation Decisions

The Compensation Committee is composed of three
outside directors. During the year ended December 31, 2001,
the Compensation Committee was comprised of Mark W. Perry, Moez
R. Virani and DuWayne Peterson, until June 2001 when
Mr. Petersons term as a director expired. In
June 2001, Mr. Peterson was replaced by Thomas L.
Thomas, who was elected to our Board of Directors at our 2001
annual meeting of stockholders. No interlocking relationships
exist between any member of our Compensation Committee and any
member of any other companys Board of Directors or
Compensation Committee. The Compensation Committee makes
recommendations regarding our employee stock plans and makes
decisions concerning salaries and bonus compensation for our
executive officers.

REPORT OF THE COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION

The Compensation Committee is responsible for
setting and monitoring policies governing compensation of
executive officers, reviews the performance and compensation
levels for executive officers and sets salary and bonus levels
and option grants under our 1997 stock option plan. The
objectives of the Compensation Committee are to correlate
executive compensation with our business objectives and
performance, and to enable us to attract, retain and reward
executive officers who contribute to our long-term success.

Salary

The Compensation Committee annually assesses the
performance and sets the salary of the President and Chief
Executive Officer, Mahmood M. Panjwani. In turn,
Mr. Panjwani annually assesses the performance of all other
executive officers and recommends salary increases, which are
reviewed and approved by the Compensation Committee.

In particular, Mr. Panjwanis
compensation as President and Chief Executive Officer is based
on compensation levels of Presidents/ Chief Executive Officers
of comparable size companies. In addition, the Compensation
Committee considers certain incentive objectives based on
iManages performance.

In determining executive officer salaries, the
Compensation Committee reviews recommendations from
Mr. Panjwani which include information from salary surveys,
performance evaluations and our financial condition. The
Compensation Committee also establishes both financial and
operational based objectives and goals in determining executive
officer salaries. These goals and objectives include sales and
spending forecasts for the upcoming year and published executive
compensation literature for comparable sized companies.

For more information regarding the compensation
and employment arrangements of Mr. Panjwani and other
executive officers, see Executive Compensation.

Bonuses

The Compensation Committee established an
executive bonus plan (the Bonus Plan) for 2001 in
order to provide additional incentives to executives who meet
established performance goals. Awards under the Bonus Plan were
contingent upon iManages attainment of revenue and
operating results targets for the first half and second half of
our 2001 year, set by the Compensation Committee in consultation
with the Chief Executive Officer. Awards were weighted so that
executives received proportionately higher awards when our
performance reached maximum targets, proportionality smaller
awards when our performance reached minimum targets, and no
awards when we do not meet minimum performance targets. After
the events of September 11, 2001, certain of the bonus
targets were adjusted to take into account the changed business
conditions. One-third of the target bonus was available for
award based on results of the first half of 2001 and two-thirds
was available based on second half results.

Stock Options

The Compensation Committee believes that employee
equity ownership provides significant motivation to executive
officers to maximize value for our stockholders and, therefore,
periodically grants stock options

5



---



##### 



under our stock option plan. Stock options are
granted at the current market price and will only have value if
our stock price increases over the exercise price.


The Compensation Committee and the Board of
Directors determines the size and frequency of option grants for
executive officers, after consideration of recommendations from
the Chief Executive Officer. Recommendations for options are
based upon the relative position and responsibilities of each
executive officer, previous and expected contributions of each
officer to iManage and previous option grants to such executive
officers.

Generally, option grants vest 25% 12 months
after commencement of employment or after the date of grant and
continue to vest thereafter in equal monthly installments over
three years, conditioned upon continued employment. However, in
April 2001, the Compensation Committee recommended the grant of
certain options to Messrs. Panjwani and Mohammadi with an
initial vesting date of January 1, 2002 that would
accelerate to commence vesting on January 1, 2001 in the
event that the objectives in the 2001 Bonus Plan were achieved.
In addition, the Compensation Committee recommended that the
vesting of options to purchase 28,000 shares under
Mr. Campbells 2000 stock option grant would
accelerate on January 1, 2002 in the event that the 2001
Bonus Plan targets were achieved. In January 2002, the
Compensation Committee recommended the acceleration set forth
above after concluding the 2001 Bonus Plan objectives had been
achieved.

Compensation of Chief Executive
Officer

Mahmood M. Panjwani has served as our President
and Chief Executive Officer since October 1995. In April 2001,
after review of executive compensation for comparable sized
companies, the Compensation Committee increased
Mr. Panjwanis salary to $300,000 per year and granted
him options to purchase 350,000 shares of iManages common
stock, 150,000 of which were subject to accelerated vesting on
the achievement of revenue targets and the delivery of an
acceptable revenue plan for 2002. In January 2002, the
Compensation Committee awarded Mr. Panjwani $111,680 in
cash compensation based on the achievement of 96% of the revenue
and operating results targets of our 2001 Bonus Plan in the
first half of 2001 and 100% of such targets in the second half
of 2001. Also, the Compensation Committee accelerated the
vesting of 150,000 of Mr. Panjwanis options based on
the attainment of revenue targets and the delivery of an
acceptable 2002 revenue plan.



| |                                                       
| | ------------------------------------------------------
| | Respectfully submitted by the Compensation
	Committee,
|
| | Mark W. Perry                                         
| | Moez R. Virani                                        
| | Thomas L. Thomas                                      

6



---



##### 



Comparison of Stockholder Return

The following graph compares the percentage
change in the cumulative total stockholder return on our common
stock from November 17, 1999, the date of our initial
public offering at $11.00 per share, through December 31,
2001, with the percentage change in the cumulative total return
for the Nasdaq National Market (U.S. Companies) Index and Nasdaq
Computer and Data Processing Services Group Index. The
comparison assumes an investment of $100 on November 17,
1999 in our common stock and in each of the foregoing indices
and assumes reinvestment of dividends. The stock performance
shown on the graph below is not necessarily indicative of future
performance.

(STOCKHOLDER RETURN CHART)

|                                  |  |              |        |              |  |              |        |              |  |  |       |  |  |  |       | 
|--------------------------------- |  | ------------ | ------ | ------------ |  | ------------ | ------ | ------------ |  |  | ----- |  |  |  | ----- | 
|                                 
|                                 
|                                 
|                                  |  | November 17, |        | December 31, |  | December 29, |        | December 31,
|                                  |  | 1999         |        | 1999         |  | 2000         |        | 2001        
|                                  |  |              |        |              |  |              |        |             
|                                 
|                                 
|iManage                           |  |              | 100.00 |              |  |              | 130.46 |              |  |  | 18.53 |  |  |  | 32.04 | 
|Nasdaq Composite                  |  |              | 100.00 |              |  |              | 124.47 |              |  |  | 74.87 |  |  |  | 59.41 | 
|Nasdaq Computer & Data Processing |  |              | 100.00 |              |  |              | 141.11 |              |  |  | 64.98 |  |  |  | 52.33 | 

7



---



##### 





|         |                                                                                                
|-------- | -----------------------------------------------------------------------------------------------
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
	OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial
Owners and Management

The following table sets forth certain
information, as of April 1, 2002, with respect to the
beneficial ownership of iManage common stock by:



| |   |                                                                                             
| | - | --------------------------------------------------------------------------------------------
| |  | the Named Executive Officers,                                                               
|
| |  | each of our directors,                                                                      
|
| |  | each person known by us to be the beneficial
	owner of more than 5% of our common stock, and
|
| |  | all of our executive officers and directors as a
	group.                                    

Except as otherwise indicated, the address of
each beneficial owner is c/o iManage, Inc., 950 Tower
Lane, Suite 500, Foster City, California 94404.

Except as indicated in the footnotes to the
table, we believe that the persons named in the table have sole
voting and dispositive power with respect to all shares of
common stock shown as beneficially owned by them, subject to
community property laws, where applicable. A person is deemed to
be the beneficial owner of securities that can be acquired by
such person within 60 days of April 1, 2002 upon the
exercise of options and these shares are considered outstanding
for purposes of computing the percentage ownership of that
person but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person.
Percentages are based on 23,837,800 shares of common stock
outstanding on April 1, 2002.

|                                                |                                |              |           |            |  |  |      |   | 
|----------------------------------------------- | ------------------------------ | ------------ | --------- | ---------- |  |  | ---- | - | 
|                                                |                                |             
|                                                |                                | Shares Owned
|                                                |                                |             
|                                                |                                | Number of    |           |           
|Name and Address of Beneficial Owners           |                                | Shares       |           | Percentage
|                                                |                                |              |           |           
|Named Executive Officers                        |                                |              |           |            |  |  |      |  
|Mahmood M. Panjwani(1)                          |                                |              | 2,685,415 |            |  |  | 11.1 | %
|John E. Calonico, Jr.                           |                                |              | 0         |            |  |  | *    |  
|Joseph S. Campbell(2)                           |                                |              | 185,666   |            |  |  | *    |  
|Daniel A. Carmel(3)                             |                                |              | 59,631    |            |  |  | *    |  
|Rafiq R. Mohammadi(4)                           |                                |              | 2,408,791 |            |  |  | 10.1 | %
|Former Officers                                 |                                |              |           |            |  |  |      |  
|Mark A. Culhane(5)                              |                                |              | 175,093   |            |  |  | *    |  
|Shamshad Rashid(6)                              |                                |              |           |            |  |  |      |  
|Directors Who Are Not Named Executive
	Officers |                                |              |           |            |  |  |      |  
|Mark W. Perry(7)                                |                                |              | 120,426   |            |  |  | *    |  
|                                                | c/o New Enterprise Associates  |              |           |            |  |  |      |   | 
|                                                | 2490 Sand Hill Road            |              |           |            |  |  |      |   | 
|                                                | Menlo Park, CA 94025           |              |           |            |  |  |      |   | 
|Thomas L. Thomas                                |                                |              | 0         |            |  |  | *    |  
|                                                | c/o HAHT Commerce, Inc.        |              |           |            |  |  |      |   | 
|                                                | 700 E. El Camino, Suite 270    |              |           |            |  |  |      |   | 
|                                                | Mountain View, CA 94040        |              |           |            |  |  |      |   | 
|Moez R. Virani(8)                               |                                |              | 245,603   |            |  |  | 1.0  | %
|                                                | c/o Mohr Davidow Ventures      |              |           |            |  |  |      |   | 
|                                                | 2775 Sand Hill Road, Suite 240 |              |           |            |  |  |      |   | 
|                                                | Menlo Park, CA 94025           |              |           |            |  |  |      |   | 

8



---



##### 



|                                                                |                         |              |           |            |  |  |      |   | 
|--------------------------------------------------------------- | ----------------------- | ------------ | --------- | ---------- |  |  | ---- | - | 
|                                                                |                         |             
|                                                                |                         | Shares Owned
|                                                                |                         |             
|                                                                |                         | Number of    |           |           
|Name and Address of Beneficial Owners                           |                         | Shares       |           | Percentage
|                                                                |                         |              |           |           
|Other 5% Stockholders                                           |                         |              |           |            |  |  |      |  
|RS Investment Management Co. LLC(9)                             |                         |              | 4,776,800 |            |  |  | 20.0 | %
|                                                                | 388 Market Street       |              |           |            |  |  |      |   | 
|                                                                | San Francisco, CA 94111 |              |           |            |  |  |      |   | 
|RS Investment Management, L.P.(10)                              |                         |              | 4,776,800 |            |  |  | 20.0 | %
|                                                                | 388 Market Street       |              |           |            |  |  |      |   | 
|                                                                | San Francisco, CA 94111 |              |           |            |  |  |      |   | 
|RS Growth Group LLC                                             |                         |              | 1,251,400 |            |  |  | 5.2  | %
|                                                                | 388 Market Street       |              |           |            |  |  |      |   | 
|                                                                | San Francisco, CA 94111 |              |           |            |  |  |      |   | 
|RS Diversified Growth Fund(11)                                  |                         |              | 2,753,600 |            |  |  | 11.6 | %
|                                                                | 338 Market Street       |              |           |            |  |  |      |   | 
|                                                                | San Francisco, CA 94111 |              |           |            |  |  |      |   | 
|All executive officers and directors as a
	group(8 persons)(12) |                         |              | 5,171,526 |            |  |  | 21.1 | %



---



| |   |             
| | - | ------------
| | * | Less than 1%



| |     |          
| | --- | ---------
| | (1) | Includes:



| |     |                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | 2,095,000 shares held in joint tenancy with
	Ms. Rashid, Mr. Panjwanis spouse;                                                                                   
|
| | (b) | 50,000 shares held by the Danyal M. Panjwani
	Trust of which Mr. Panjwani and Ms. Rashid are the
	trustees;                                                       
|
| | (c) | 100,000 shares held by the Panjwani Irrevocable
	Trust dated December 31, 1998 of which Mr. Panjwani
	and Ms. Rashid are the trustees;                            
|
| | (d) | 180,000 shares held by Ms. Rashid;                                                                                                                                
|
| | (e) | an option held by Ms. Rashid to purchase
	31,250 shares, which constitute part of a grant of options to
	purchase 50,000 shares that was granted in November 1999;



| |     |                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) | an option held by Ms. Rashid to purchase
	42,707 shares, which constitute part of a grant of options to
	purchase 170,000 shares that was granted in April 2001;



| |     |                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) | an option held by Mr. Panjwani to purchase
	123,958 shares, which constitute part of a grant of options to
	purchase 350,000 shares that was granted in April 2001; and
|
| | (h) | an option held by Mr. Panjwani to purchase
	62,500 shares, which constitutes part of a grant of options to
	purchase 100,000 shares that was granted in November 1999. 



| |     |                                                                                                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Consists of an option to purchase 185,666 shares,
	which constitutes part of grant of options to purchase 460,000
	shares that was granted in December 2000.
|
| | (3) | Includes:                                                                                                                                                   



| |     |                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | 2,339 shares; and                                                                                                                            
|
| | (b) | an option to purchase 57,292 shares, which
	constitutes part of a grant of options to purchase 300,000
	shares that was granted in July 2001.



| |     |          
| | --- | ---------
| | (4) | Includes:



| |     |                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | 2,268,334 shares held in joint tenancy with
	Michelle Mohammadi, Mr. Mohammadis wife;                                                              
|
| | (b) | 49,000 shares held by Northern Trust Co. of
	Chicago as Trustee of the Rafiq R. Mohammadi 1999 Irrevocable
	Trust, dated November 8, 1999;          
|
| | (c) | an option to purchase 31,250 shares, which
	constitutes part of a grant of options to purchase 50,000 shares
	that was granted in November 1999; and
|
| | (d) | an option to purchase 60,207 shares, which
	constitutes a part of a grant of options to purchase 170,000
	shares which was granted in April 2001.   

9



---



##### 





| |     |          
| | --- | ---------
| | (5) | Includes:



| |     |                                                                                                                                                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | 172,093 shares;                                                                                                                                  
|
| | (b) | 1,000 shares held by the Michael D. Culhane 1999
	Irrevocable Trust of which Mark and Michele Culhane are trustees;                              
|
| | (c) | 1,000 shares held by the Maxwell A. Culhane 1999
	Irrevocable Trust of which Mark and Michele Culhane are trustees;                              
|
| | (d) | 1,000 shares held the Monica G. Culhane 1999
	Irrevocable Trust of which Mark and Michele Culhane are
	trustees; and                             
|
| | (e) | an option to acquire 20,833 shares, which
	constitutes part of a grant of options to purchase 170,000
	shares which was granted in December 2001.



| |     |          
| | --- | ---------
| | (6) | Includes:



| |     |                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | 180,000 shares;                                                                                                                                                   
|
| | (b) | 2,095,000 shares held in joint tenancy with
	Ms. Rashid, Mr. Panjwanis spouse;                                                                                   
|
| | (c) | 50,000 shares held by the Danyal M. Panjwani
	Trust of which Mr. Panjwani and Ms. Rashid are the trustees;                                                        
|
| | (d) | 100,000 shares held by the Panjwani Irrevocable
	Trust dated December 31, 1998 of which Mr. Panjwani
	and Ms. Rashid are the trustees;                            
|
| | (e) | an option held by Ms. Rashid to purchase
	31,250 shares, which constitute part of a grant of options to
	purchase 50,000 shares that was granted in November 1999;



| |     |                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) | an option held by Ms. Rashid to purchase
	42,707 shares, which constitute part of a grant of options to
	purchase 170,000 shares that was granted in April 2001;



| |     |                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) | an option held by Mr. Panjwani to purchase
	123,958 shares, which constitute part of a grant of options to
	purchase 350,000 shares that was granted in April 2001; and
|
| | (h) | an option held by Mr. Panjwani to purchase
	62,500 shares, which constitutes part of a grant of options to
	purchase 100,000 shares that was granted in November 1999. 



| |     |          
| | --- | ---------
| | (7) | Includes:



| |     |                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | an option to purchase 91,666 shares, which
	constitutes part of a grant of options to purchase 100,000
	shares granted in September 1998; and
|
| | (b) | 28,760 shares held in the name of MWP Investment
	Partnership.                                                                               



| |     |          
| | --- | ---------
| | (8) | Includes:



| |     |                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | 223,000 shares registered in the name of the Moez
	R. Virani and Vivienne Virani, Trustees of the Virani Family 93
	Revocable Trust Dated 11/24/93;
|
| | (b) | an option to purchase 19,166 shares, which
	constitutes part of a grant of options to purchase 30,000 shares
	granted in June 2000; and            
|
| | (c) | an option to purchase 3,437 shares, which
	constitutes part of a grant of options to purchase 7,500 shares
	granted in April 2001.                 



| |     |                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (9) | Based solely on information contained in
	Amendment No. 5 to Schedule 13D dated
	February 28, 2001 filed with the Securities Exchange
	Commission. Represents 4,776,800 shares over which RS Investment
	Management Co. LLC reported it held shared voting and
	dispositive power.



|     |                                                                                                                                                                                                                                                                                
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Based solely on information contained in
	Amendment No. 5 to Schedule 13D dated
	February 28, 2001 filed with the Securities Exchange
	Commission. Represents 4,776,800 shares over which RS Investment
	Management, L.P. reported it held shared voting and dispositive
	power
|    
|(11) | Based solely on information contained in
	Amendment No. 5 to Schedule 13D dated
	February 28, 2001 filed with the Securities Exchange
	Commission. Represents 1,251,400 shares over which RS Growth
	Group LLC reported it held shared voting and dispositive power.           

10



---



##### 





|     |                                                                                                                                                                                                                                                                             
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(12) | Based solely on information contained in
	Amendment No. 5 to Schedule 13D dated
	February 28, 2001 filed with the Securities Exchange
	Commission. Represents 2,753,600 shares over which RS
	Diversified Growth Fund reported it held shared voting and
	dispositive power.
|    
|(13) | Includes 709,099 shares which the executive
	officers and directors as a group have options to purchase,
	which constitutes part of grants of 2,565,142 options.                                                                                                            

In response to the SECs recent adoption of
Rule 10b5-1 under the Securities Exchange Act of 1934, our
Board of Directors approved an amendment to our insider trading
policy effective April 19, 2002, that permits our officers,
directors and certain other employees subject to our insider
trading policy to enter into trading plans that comply with the
requirements of Rule 10b5-1. Rule 10b5-1 allows
insiders to enter into written trading plans for pre-determined
sales of specified amounts of shares of company stock. Insiders
may adopt such plans when they are not in possession of material
inside information in order to gradually diversify their
investment portfolio, to minimize the market effect of stock
sales by spreading them out over an extended period of time and
to avoid concerns about initiating stock transactions while in
possession of material nonpublic information.

ITEM 13.     CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS

Option Grants to Directors and Executive
Officers

In June 1999, we granted Ms. Rashid an
option to purchase 180,000 shares of our common stock at an
exercise price of $1.65 per share. In July 1999, Ms. Rashid
exercised the option in full with funds we loaned her under a
full recourse promissory note approved by our Board of
Directors. The promissory note accrues interest at the rate of
4.9% per year and was due on July 26, 2001. The due date
has been extended to July 26, 2002.

In April 2001, we granted an option to purchase
350,000 shares of our common stock to Mr. Panjwani and
options to purchase 170,000 shares of our common stock to
each of Mr. Mohammadi and Ms. Rashid. The exercise
price of each of these options is $2.51 per share.

In June 2001, we granted Mr. Virani an
option to purchase 7,500 shares of our common stock at an
exercise price of $2.51 per share.

In June 2001, we granted Mr. Thomas an
option to purchase 37,500 shares of our common stock at an
exercise price of $2.51 per share, 30,000 shares of which
were automatically awarded to Mr. Thomas under the terms of
our 1997 stock option plan upon his election to our Board of
Directors.

In July 2001, upon the appointment of
Mr. Carmel as our Vice President, Marketing and Business
Development, we granted him an option to purchase
300,000 shares of our common stock at an exercise price of
$3.71 per share.

In October 2001, upon the election of
Mr. Campbell as our Chief Operating Officer, we granted him
an option to purchase 250,000 shares of our common stock at
an exercise price of $4.22 per share.

In January 2002, upon the appointment of
Mr. Calonico as our Chief Financial Officer, we granted him
an option to purchase 75,000 shares of our common stock at
an exercise price of $4.00 per share and an option to purchase
225,000 shares of our common stock at an exercise price of
$7.03 per share. The closing sale price of our common stock
reported on the Nasdaq National Market on the date of these
grants was $7.03 per share.

Other Insider Arrangements

Before founding iManage, Mr. Panjwani, our
President and Chief Executive Officer, and Ms. Rashid,
Mr. Panjwanis spouse, operated Q-Image Corporation, a
consulting services company founded by Mr. Panjwani.
Mr. Panjwani served as President of Q-Image from August
1988 to December 1997. Currently, Mr. Panjwani and
Ms. Rashid jointly hold a 90% ownership in Q-Image.

Under written agreement, Q-Image subleased office
space from us in our San Mateo facility for $84,600 in 1999,
$91,650 for 2000, and $52,000 for 2001.

11



---



##### 



We are currently using the services of several
full-time consultants who were referred to us by Q-Image. Under
our current arrangement with Q-Image, we pay fees to Q-Image
equivalent to the salaries and incentive pay of these
consultants. We also pay additional fees to Q-Image to cover the
cost of employee benefits provided by Q-Image to these
individuals. We have in the past, and may in the future, hire
consultants from Q-Image as full-time iManage employees. We paid
Q-Image $602,128 and $409,243 and $129,000 respectively for the
years ended December 31, 1999, 2000 and 2001 for these
services.

On April 5, 2000, we made a loan to
Mr. Culhane for $1,000,000. The loan bears interest at 5%
per annum and principal and interest were due October 31,
2000. The loan was subsequently amended such that the loan will
become due on the earlier of (i) December 31, 2008 or
(ii) the date upon which Mr. Culhane has the ability
to sell our common stock, subject to our trading window and
insider trading policy, if applicable, at a price of $20 per
share or higher. In the event of a change in control of iManage
and a termination in the employment of Mr. Culhane by
iManage without cause or by Mr. Culhane for good reason
within two years following a change in control of iManage, the
loan will become due in the amount of the lesser of
(i) $1,000,000 plus accrued interest or (ii) the net
proceeds realizable from the sale of our common stock securing
the loan, less applicable taxes. The loan is collateralized by
165,000 shares of our common stock beneficially owned by
Mr. Culhane and any additional shares of our common stock
that become beneficially owned as a consequence of the exercise
of 170,000 common stock options held by Mr. Culhane.

On April 2, 2002, we made a non-recourse
loan to Mr. Campbell in the amount of $750,000 for the
purchase of his residence. The loan bears interest at 5% per
annum and principal and interest are due on the earlier of
(i) April 2, 2007, (ii) the date which is six months
following the date of Mr. Campbells voluntary
resignation or termination for cause or (iii) any event of
default under the secured note evidencing the loan. If
Mr. Campbell sells shares of common stock he realizes on
the exercise of his options, 50% of the proceeds of the sale
must be applied to the prepayment of amounts due under the note.
The loan is secured by (i) the shares or other property
realized by Mr. Campbell upon the exercise of options to
purchase our common stock, and (ii) a second deed of trust
on the property.

All of the transactions described above were
approved by the disinterested members of our Board of Directors.
We intend that all future transactions, including the agreements
with Q-Image and loans between us and our officers, directors
and principal stockholders and their affiliates, will be
approved by a disinterested majority of our Board of Directors
and by the Compensation Committee of the Board of Directors,
which is composed entirely of independent directors.

12



---



##### 



SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on April 30, 2002.



| |              
| | -------------
| | IMANAGE, INC.



| |     |                          
| | --- | -------------------------
| | By: | /s/ JOHN E. CALONICO, JR.

| |                                       
| | --------------------------------------
| |                                       
| | John E. Calonico, Jr.                 
| | Chief Financial Officer and
	Secretary

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

|                                               |  |                                                                                    |  |               
|---------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | --------------
|Signature                                      |  | Title                                                                              |  | Date          
|                                               |  |                                                                                    |  |               
|*Mahmood M. Panjwani                           |  | Chairman, President and Chief Executive
	Officer(Principal Executive Officer)      |  | April 30, 2002
|/s/ JOHN E. CALONICO, JR.John E. Calonico, Jr. |  | Chief Financial Officer and
	Secretary(Principal Financial and Accounting Officer) |  | April 30, 2002
|*Rafiq R. Mohammadi                            |  | Chief Technology Officer,
	Vice President of Engineering
	and Director             |  | April 30, 2001
|*Mark W. Perry                                 |  | Director                                                                           |  | April 30, 2001
|*Thomas L. Thomas                              |  | Director                                                                           |  | April 30, 2001
|*Moez R. Virani                                |  | Director                                                                           |  | April 30, 2001



---



|  |                                                                            
|- | ---------------------------------------------------------------------------
|* | By John E. Calonico, Jr. on April 30, 2002
	pursuant to powers of attorney.



---



##### 



iMANAGE, INC.



EXHIBITS TO AMENDMENT NO. 1 FORM 10-K ANNUAL
REPORT

For the year ended December 31,
2001


|        |           |                         |  |                                                                                                                                                                                                                                                                            
|------- | --------- | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |           |                        
|Number  |           | Description of Document
|        |           |                        
|        | 2.1*      |                         |  | Agreement and Plan of Reorganization, dated as of
	April 11, 2000 by and among iManage, Inc., a Delaware
	corporation, NetRight Technologies, Inc., a Delaware corporation
	and a wholly-owned subsidiary of iManage, Inc., and ThoughtStar,
	Inc., a Delaware corporation.
|        | 3.1**     |                         |  | Restated Certificate of Incorporation of iManage,
	Inc.                                                                                                                                                                                                                    
|        | 3.2**     |                         |  | Amended and Restated Bylaws of iManage, Inc.                                                                                                                                                                                                                               
|        | 4.1****   |                         |  | Amended and Restated Rights Agreement as of
	May 5, 2000.                                                                                                                                                                                                                  
|        | 10.1**    |                         |  | Form of Indemnification Agreement for directors
	and executive officers.                                                                                                                                                                                                   
|        | 10.2**    |                         |  | 1997 Stock Option Plan and forms of Incentive
	Stock Option Agreement and Nonstatutory Stock Option Agreement
	thereunder.                                                                                                                                                 
|        | 10.3**    |                         |  | 1999 Employee Stock Purchase Plan and form of
	subscription agreement thereunder.                                                                                                                                                                                          
|        | 10.4**    |                         |  | Loan and Security Agreement dated March 31,
	1999 between Silicon Valley Bank and the Company.                                                                                                                                                                             
|        | 10.5     |                         |  | Loan Modification Agreement dated March 30,
	2001 between Silicon Valley Bank and the Company.                                                                                                                                                                             
|        | 10.6***   |                         |  | Office Lease for 2121 S. El Camino Real, San
	Mateo, California between Cornerstone Properties I, LLC and the
	Company dated November 30, 1998, as amended to date.                                                                                                        
|        | 10.7**    |                         |  | Office Building Lease for 55 East Monroe Street
	between TST 55 East Monroe, LLC and the Company dated January
	1999, as amended to date.                                                                                                                                  
|        | 10.8**    |                         |  | Sublease between the Company and Q-Image
	Corporation dated December 5, 1998.                                                                                                                                                                                              
|        | 10.9****  |                         |  | Employment Agreement, dated September 25,
	1998, between iManage, Inc. and Mark Culhane.                                                                                                                                                                                   
|        | 10.10**** |                         |  | Employment Agreement, dated September 7,
	2000, between iManage, Inc. and Joseph Campbell.                                                                                                                                                                                 
|        | 10.11**** |                         |  | Secured Promissory Note dated April 5, 2000
	by Mark Culhane to iManage, Inc. Stock Pledge Agreement dated
	April 5, 2000 by and between Mark Culhane, the Culhane
	Family Revocable Trust and iManage, Inc.                                                               
|        | 10.12**** |                         |  | Stock Pledge Agreement dated April 5, 2000
	by and between Mark Culhane, the Culhane Family Revocable Trust
	and iManage, Inc.                                                                                                                                             
|        | 10.13   |                         |  | Sublease between Hyperion Solutions Corporation
	and iManage, Inc. dated January 17, 2002.                                                                                                                                                                                 
|        | 10.14     |                         |  | Secured Promissory Note, dated April 2, 2002
	by Joseph Campbell to iManage, Inc.                                                                                                                                                                                          
|        | 10.15     |                         |  | Stock Pledge Agreement dated April 2, 2002
	by and between Joseph Campbell and iManage, Inc.                                                                                                                                                                               
|        | 10.16     |                         |  | Deed of Trust dated April 2, 2002 by Joseph
	Campbell and Teresa B. Campbell in favour of iManage, Inc.                                                                                                                                                                    
|        | 21****    |                         |  | Subsidiaries of iManage, Inc.                                                                                                                                                                                                                                              
|        | 23.1    |                         |  | Consent of Independent Accountants.                                                                                                                                                                                                                                        
|        | 23.2      |                         |  | Consent of Independent Accountants.                                                                                                                                                                                                                                        
|        | 24.1    |                         |  | Power of Attorney.                                                                                                                                                                                                                                                         



---



|     |                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------
|*    | Filed with the Registrants Report on
	Form 8-K for June 21, 2000.                                                    
|    
|**   | Filed with the Registrants Registration
	Statement on Form S-1 (File No. 333-86353) on
	September 1, 1999, as amended
|    
|***  | Filed with the Registrants Report on
	Form 10-K for the year ended December 31, 1999.                                
|    
|**** | Filed with the Registrants Report on
	Form 10-K for the year ended December 31, 2000.                                
|    
|    | Filed with the Registrants Report on
	Form 10-Q for the quarter ended March 31, 2001.                                
|    
|   | Filed with the Registrants Report on
	Form 10-K for the year ended December 31, 2001 filed
	on March 29, 2001.