EXHIBIT (a)(1)(C)
VIRAGE, INC.
OFFER TO EXCHANGE OPTIONS

ELECTION FORM

Before signing this Election Form, please make sure you have received, read
and understand (i) the Offer to Exchange; (ii) the memorandum from Alfred J.
Castino dated January 7, 2002; (iii) the Election Form and; (iv) the Notice to
Withdraw from the Offer (together, as they may be amended from time to time,
constituting the "Offer"), offering to eligible employees who hold eligible
stock options the opportunity to exchange these outstanding stock options ("Old
Option(s)") for options exercisable at the closing NASDAQ price on August 7,
2002, or, if the Offer is extended, a later date which is at least six months
and a day following the cancellation of the Old Options, to be issued under the
Virage, Inc. 1997 Stock Option Plan (the "New Option(s)"). This offer expires at
9:00 p.m. Pacific Standard Time on February 5, 2002. PLEASE FOLLOW THE
INSTRUCTIONS ATTACHED TO THIS FORM.

I understand that if I elect to cancel my Old Options in exchange for the
Virage, Inc.'s (the "Company" or "Virage") promise to issue a New Option, I will
receive one share subject to the New Option for each share subject to the Old
Options. I understand that, if I elect to cancel my Old Options, the original
vesting schedule for the Old Options will be applied to the New Options. I
understand that for each option I elect to cancel, I lose my right to all
outstanding, unexercised shares under that option. I understand the possible
loss of my cancelled stock options if my employment is terminated for whatever
reason before August 7, 2002 or, if the Offer is extended, a later date which is
at least six months and a day following the cancellation of the Old Options. I
UNDERSTAND THAT THERE IS A POSSIBILITY THAT THE EXERCISE PRICE OF MY NEW OPTIONS
COULD BE HIGHER THAN THE EXERCISE PRICE OF MY OLD OPTIONS RESULTING IN A LOSS OF
SOME STOCK OPTION BENEFIT. I ALSO UNDERSTAND THAT IF I ELECT TO CANCEL ANY
OPTIONS, ALL OPTIONS GRANTED IN THE SIX MONTH PERIOD PRIOR TO THE COMMENCEMENT
OF THE OFFER, I.E. SINCE JULY 7, 2001, THROUGH THE DATE THE OLD OPTIONS ARE
CANCELLED, WILL ALSO BE CANCELLED AND REPLACED WITH NEW OPTIONS. I AGREE TO ALL
TERMS OF THE OFFER.

Subject to the above understandings, I would like to participate in the
Offer as indicated below.

Please check the box and note the grant date and grant number of each stock
option grant with respect to which you agree to have such grant and any and all
stock option grants since July 7, 2001 cancelled and replaced pursuant to the
terms of this Election Form.

You may change the terms of your election to tender options for exchange by
submitting a new Election Form or you may withdraw your acceptance of the Offer
by submitting a Notice to Withdraw from the Offer prior to the cutoff date of
9:00 p.m. Pacific Standard Time, February 5, 2002.

[ ] Yes, I wish to tender for exchange each of the options specified below (and
on any additional sheets which I have attached to this form), along with all
options granted since July 7, 2001:

TOTAL NUMBER OF UNEXERCISED SHARES SUBJECT TO THE OPTION
GRANT NUMBER GRANT DATE EXERCISE PRICE (SHARES TO BE CANCELLED)
- ---------------------- -------------------- ------------------- --------------------------------------------------------

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[ ] I have attached an additional sheet listing my name and any additional
grants I wish to cancel.

I UNDERSTAND THAT ALL OF THESE OPTIONS WILL BE IRREVOCABLY CANCELLED ON FEBRUARY
6, 2002, OR IF THE OFFER IS EXTENDED, ON A LATER DATE THAT PROMPTLY FOLLOWS THE
EXPIRATION OF THE OFFER.

- ------------------------------------ ------------------------------------------------------------------
Employee Signature Government ID #, e.g. Social Security #, Social Insurance #, etc.

- ------------------------------------ ----------------------------- --------------------------------
Employee Name (Please print) E-mail Address Date and Time

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RETURN TO MONICA WILSON NO LATER THAN 9:00 P.M. PST ON FEBRUARY 5, 2002

VIA FACSIMILE AT (650) 573-3211

OR VIA COURIER OR HAND DELIVERY TO MONICA WILSON AT

VIRAGE, INC., 177 BOVET ROAD, SUITE 520, SAN MATEO, CALIFORNIA 94402

VIRAGE WILL SEND AN E-MAIL
CONFIRMATION WITHIN 2 BUSINESS DAYS OF RECEIPT
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INSTRUCTIONS TO THE ELECTION FORM

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Delivery of Election Form.

A properly completed and executed original of this Election Form (or a
facsimile of it), and any other documents required by this Election Form, must
be received by Monica Wilson, Treasurer, either via hand delivery or courier at
Virage, Inc., 177 Bovet Road, Suite 520, San Mateo, California, 94402, or via
facsimile at (650) 573-3211 on or before 9:00 p.m. Pacific Standard Time on
February 5, 2002 (the "Expiration Date"). If the Offer is extended, you may
submit the Election Form at any time until the extended expiration of the Offer.

THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION AND
RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
COMPANY. YOU MAY HAND DELIVER YOUR ELECTION FORM TO MONICA WILSON, TREASURER AT
VIRAGE, INC. (THE "COMPANY"), OR YOU MAY COURIER IT OR FAX IT TO HER AT THE
ADDRESS OR FAX NUMBER LISTED ABOVE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT
TIME TO ENSURE TIMELY DELIVERY. WE INTEND TO CONFIRM THE RECEIPT OF YOUR
ELECTION FORM WITHIN TWO (2) BUSINESS DAYS OF DELIVERY. IF YOU HAVE NOT RECEIVED
A CONFIRMATION OF RECEIPT, IT IS YOUR RESPONSIBILITY TO ENSURE MONICA WILSON HAS
RECEIVED YOUR ELECTION FORM.

A confirmation of receipt is not by itself an acceptance of your options for
exchange. For purposes of the offer, we will be deemed to have accepted your
options for exchange that are validly tendered and not properly withdrawn as of
when we give oral or written notice to Monica Wilson, or to the optionholders
generally of our acceptance for exchange of such options, which notice may be
made by press release.

2. Withdrawal. Tenders of options made through the Offer may be withdrawn
at any time before the Expiration Date. If the Company extends the Offer beyond
that time, you may withdraw your tendered options at any time until the extended
expiration of the Offer. In addition, although the Company currently intends to
accept your validly tendered options promptly after the expiration of the Offer,
unless the Company accepts and cancels your tendered options before 9:00 p.m.,
Pacific Standard Time, on March 1, 2002, you may withdraw your tendered options
at any time after March 1, 2002. To withdraw tendered options you must fax (fax
# (650) 573-3211) or courier or hand deliver to Monica Wilson at Virage, Inc.,
177 Bovet Road, Suite 520, San Mateo California, 94402, a signed and dated
Notice to Withdraw from the Offer, with the required information, while you
still have the right to withdraw the tendered options. Withdrawals may not be
rescinded and any eligible options withdrawn will thereafter be deemed not
properly tendered for purposes of the Offer unless the withdrawn options are
properly re-tendered before the Expiration Date by delivery of a new Election
Form following the procedures described in these Instructions. Upon the receipt
of such a new, properly filled out, signed and dated Election Form, any
previously submitted Election Form or Notice to Withdraw from the Offer will be
disregarded and will be considered replaced in full by the new Election Form.

3. Change of Election. As noted in the Offer to Exchange, you may select
individual option grants to be tendered for exchange. You do not have to tender
all your option grants, but for each individual grant you do choose to tender,
you must tender the entire outstanding, unexercised portion, as well as any
other options issued since July 7, 2001 (the six month period prior to the
commencement of the Offer) even if those options would not otherwise be eligible
for exchange in this offer. You may change your mind about which individual
option grants you would like to tender for exchange at any time before the
Expiration Date. If the

Company extends the Offer beyond that time, you may change your election
regarding particular option grants you tendered at any time until the extended
expiration of the Offer. To change your election regarding any particular
individual option grants you previously tendered while continuing to elect to
participate in the Offer, you must deliver a signed and dated new Election Form,
with the required information, following the procedures described in these
Instructions. Upon the receipt of such a new, properly filled out, signed and
dated Election Form, any previously submitted Election Form will be disregarded
and will be considered replaced in full by the new Election Form.

The Company will not accept any alternative, conditional or contingent
tenders. Although it is our intent to send you a confirmation of receipt of this
Election Form, by signing this Election Form (or a facsimile of it), you waive
any right to receive any notice of the receipt of the tender of your options,
except as provided for in the Offer to Exchange. Any confirmation of receipt
sent to you will merely be a notification that we have received your Election
Form and does not mean that your options have been cancelled. Your options that
are accepted for exchange will not be cancelled until February 6, 2002 which is
the first business day following the expiration of the Offer, or a later date if
we extend the Offer.

4. Inadequate Space. If the space provided in this Election Form is
inadequate, the information requested by the table on this Election Form
regarding the options to be tendered should be provided on a separate schedule
attached to this Election Form. You must print your name and sign any attached
schedules. Any attached schedules should be delivered with this Election Form,
and will thereby be considered part of this Election Form.

5. Tenders.

If you intend to tender options through the Offer, you must complete the
table on this Election Form by providing the following information for each
eligible option that you intend to tender:

- grant number,

- grant date,

- exercise price, and

- the total number of unexercised shares subject to the option.

The Company will not accept partial tenders of eligible options.
Accordingly, you may tender all or none of the unexercised shares subject to
each option you decide to tender. Also, if you intend to tender any of the
options that were granted to you, then you must tender all of your eligible
options that were granted to you during the six month period prior to the
commencement of the Offer; therefore if you participate, all options granted to
you since July 7, 2001 will be cancelled even if those options would not
otherwise be eligible for exchange in this offer.

6. Signatures on This Election Form.

If this Election Form is signed by the holder of the eligible options, the
signature must correspond with the name as written on the face of the option
agreement or agreements to which the options are subject without alteration,
enlargement or any change whatsoever. If your name has been legally changed
since your option agreement was signed, please submit proof of the legal name
change. If this Election Form is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, that person should so indicate when
signing, and proper evidence

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satisfactory to the Company of the authority of that person to so act must be
submitted with this Election Form.

7. Other Information on This Election Form.

In addition to signing this Election Form, you must print your name and
indicate the date and time at which you signed. You must also include a current
e-mail address and your government identification number, such as your social
security number, tax identification number or national identification number, as
appropriate.

8. Requests for Assistance or Additional Copies.

Any questions or requests for assistance, as well as requests for additional
copies of the Offer to Exchange or this Election Form (which will be furnished
at the Company's expense) should be directed to:

Frank Pao, Vice President, Business Affairs, or
Monica Wilson, Treasurer
Virage, Inc.
177 Bovet Road, Suite 520
San Mateo, CA 94402

Frank Pao: (650) 573-3239
Monica Wilson: (650) 581-8094

9. Irregularities.

All questions as to the number of option shares subject to options to be
accepted for exchange and the validity, form, eligibility (including time of
receipt) and acceptance for exchange of any tender of options will be determined
by the Company in its discretion. The Company's determinations shall be final
and binding on all parties. The Company reserves the right to reject any or all
tenders of options the Company determines not to be in proper form or the
acceptance of which may, in the opinion of the Company's counsel, be unlawful.
The Company also reserves the right to waive any of the conditions of the Offer
and any defect or irregularity in the tender of any particular options, and the
Company's interpretation of the terms of the Offer (including these
instructions) will be final and binding on all parties. No tender of options
will be deemed to be properly made until all defects and irregularities have
been cured or waived. Unless waived, any defects or irregularities in connection
with tenders must be cured within such time, as the Company shall determine.
Neither the Company nor any other person is or will be obligated to give notice
of any defects or irregularities in tenders, and no person will incur any
liability for failure to give any such notice.

IMPORTANT: THE ELECTION FORM (OR A FACSIMILE COPY OF IT) TOGETHER WITH ALL
OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY, ON OR BEFORE 9:00 P.M.
PACIFIC STANDARD TIME ON FEBRUARY 5, 2002.

10. Additional Documents to Read.

You should be sure to read the Offer to Exchange, all documents referenced
therein, and the memorandum from Alfred J. Castino dated January 7, 2002 before
deciding to participate in the Offer.

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11. Important Tax Information.

You should refer to Section 14 of the Offer to Exchange, which contains
important U.S. federal income tax information. If you live or work in the United
Kingdom, you should refer to Section 15 for a discussion of tax consequences
which may apply to you.

12. Miscellaneous.

(a) Data Privacy. By accepting the Offer, you hereby explicitly
and unambiguously consent to the collection, use and transfer, in electronic or
other form, of your personal data as described in this document by and among, as
applicable, Virage, Inc. and/or any affiliate for the exclusive purpose of
implementing, administering and managing your participation in the Offer.

You understand that Virage, Inc. and/or any affiliate may hold certain
personal information about you, including, but not limited to, your name, home
address and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of stock or
directorships held in the Company, details of all Options or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in your favor, for the purpose of implementing, administering and
managing the stock option plan and this Offer ("Data"). You understand that Data
may be transferred to any third parties assisting in the implementation,
administration and management of the Offer, that these recipients may be located
in your country, or elsewhere, and that the recipient's country may have
different data privacy laws and protections than in your country. You authorize
the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing the your participation in the stock option plans and this Offer. You
understand that Data will be held only as long as is necessary to implement,
administer and manage your participation in the stock option plans and this
Offer. You understand that you may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary
amendments to Data or withdraw the consents herein by contacting in writing your
local human resources representative. You understand that withdrawal of consent
may affect your ability to participate in this Offer and exercise or realize
benefits from the stock option plans.

(b) Acknowledgement and Waiver. By accepting this Offer, you
acknowledge that: (i) your acceptance of the Offer is voluntary; (ii) your
acceptance of the Offer shall not create a right to further employment with your
employer and shall not interfere with the ability of your employer to terminate
your employment relationship at any time with or without cause; and (iii) the
Offer, the Old Options and the New Options are not part of normal or expected
compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments.

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