SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JUNE 30, 2002

COMMISSION FILE NUMBER 0-13150

CONCURRENT COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)

             DELAWARE                                 04-2735766
     (State of Incorporation)            (I.R.S. Employer Identification Number)


4375 RIVER GREEN PARKWAY, DULUTH, GEORGIA, 30096 (678) 258-4000
(Address and telephone number of principal executive offices)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock (par value $0.01 per share)
Preferred Stock Purchase Rights

Indicate by check mark whether 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 X No

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

As of September 17, 2002, there were 61,861,543 shares of Common Stock outstanding. The aggregate market value of shares of such Common Stock (based upon the last sale price of $2.94 per share as reported for September 17, 2002 on the Nasdaq National Market) held by non-affiliates was approximately $180,905,000.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of Registrant's Proxy Statement to be used in connection with Registrant's 2002 Annual Meeting of Stockholders scheduled to be held on October 25, 2002 are incorporated by reference in Part III hereof.



PART I

ITEM 1. BUSINESS

OVERVIEW

Concurrent Computer Corporation ("Concurrent") is a leading provider of computer systems for both the emerging video-on-demand, or VOD, market through its Xstreme division and real-time applications through its Real-Time division. Concurrent provides VOD servers and related software, its VOD systems, primarily to residential cable television operators, also known as multiple system operators (MSOs), that have upgraded their networks to support interactive, digital services. Concurrent's real-time business provides high-performance, real-time computer systems used primarily for simulations and data acquisition applications. Concurrent markets its real-time computer systems to U.S. government prime contractors, agencies of the U.S. government and commercial markets where the immediate capture and delivery of information is critical. Although almost all of Concurrent's revenues prior to fiscal 2000 were derived from its Real-Time division, Concurrent expects in the near term that a majority of its future revenue growth will come from its Xstreme division, which began commercial sales in 1999.

Concurrent's VOD systems consist of digital video servers and related software that enable cable systems that have two-way capability to deliver VOD to subscribers served through digital set-top boxes. Concurrent has been selected to supply its VOD system for 39 commercial launches. Of these, 24 have been publicly announced by MSOs, including the first commercial deployment at AOL Time Warner's Oceanic regional division in Oahu, Hawaii and the largest system-wide commercial deployment at AOL Time Warner's Tampa Bay regional division in Florida. All of the eight largest MSOs have begun deploying VOD services in one or more residential markets. Concurrent believes it is well positioned to be a provider of choice to these MSOs.

Initially, Concurrent focused its VOD business on the development of VOD systems designed to be compatible with Scientific-Atlanta, Inc. digital cable equipment. In October 1999, Concurrent acquired Vivid Technology, Inc. and obtained certain server technology compatible with Motorola, Inc. digital cable equipment. Since September of 2000, Concurrent has been selling VOD systems that are compatible with both Scientific-Atlanta and Motorola headend equipment, initially with its MediaHawk Model 2000 and since January 2002 with its MediaHawk Model 3000.

Concurrent's primary VOD focus is on digitally equipped North American MSOs. Concurrent also intends to focus on VOD opportunities in the domestic and international cable, internet protocol (IP) and digital subscriber line, Telco or DSL, and educational markets. Although delivery of VOD to the home over DSL and IP currently is not practical in the United States, Concurrent has several of these deployments in the international market and has made the DSL market a strategic initiative recently with its investment in Thirdspace Living Limited in March 2002.

Concurrent's real-time computer systems and software are specially designed to acquire, process, store, and display large amounts of rapidly changing information in real time - that is, with millisecond or microsecond response as changes occur. Concurrent has over 35 years of experience in real-time systems, including specific expertise in systems, applications software, productivity tools, and networking. Its systems and software support real-time applications in the hardware in-the-loop simulations, man in-the-loop simulations, data acquisition, and industrial control systems markets.

Concurrent was incorporated in Delaware in 1981 under the name Massachusetts Computer Company.

Financial information about Concurrent's industry segments is included in Note 16 to the consolidated financial statements included herein.

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THE VOD MARKET

VOD technology addresses the home video entertainment, time-shifted programming, and ad insertion markets. Concurrent believes that emerging VOD technology will enable cable providers to generate incremental revenue from the large home entertainment markets, such as home video rentals and traditional pay-per-view or near video-on-demand (NVOD), network based personal video recorder technology, and ad insertion by combining many of their best features and addressing their primary limitations. The limitations include:

- Home video rentals have the greatest number of title selections but are the most inconvenient home video entertainment option. Limitations of home video rental include frequently out-of-stock popular titles, lack of convenience due to rental pickup and return requirements and late fee penalties.

- Pay-per-view and NVOD are more convenient options than store rentals but have limited titles and viewing times and no interactive capabilities. Pay-per-view, or PPV, allows the user to order specific programs at fixed times. NVOD is basically PPV available at successive shorter intervals. Limitations of PPV and NVOD include a limited selection of titles available for viewing, restrictions on viewing times and no VCR functionality, such as play, rewind, fast-forward and pause.

- PPV/NVOD coupled with a personal video recorder has limited content and currently requires a significant up-front investment by the user. A personal video recorder (PVR) is an additional set-top device or an enhanced set-top device that enables a user to "pause" and save live programming, and then resume while using VCR functionality on the saved content. Even when coupled with an NVOD or PPV service, a personal video recorder does not overcome certain limitations of PPV or NVOD, such as limited content availability. In addition, users currently are required to make a significant up-front expenditure to purchase the personal video recorder box and then spend time learning how to operate the device.

- Advertising is not targeted to specific households and does not include interactive opportunities for the viewers. MSOs have the capability to insert advertisements, but those advertisements are not tailored to specific demographics because all viewers within a system would view the same ad. Further, the advertisements do not include options to allow viewers to request additional information on the fly or at a later date after the program on an interactive basis.

Ongoing technological developments have laid the groundwork for digitally upgraded, two-way capable networks that enable MSOs to deliver VOD services to their digitally enabled subscribers. These upgrades include:

- Cable system digital upgrades. MSOs have been upgrading their networks to enable the delivery of digital content on an interactive basis. MSOs are upgrading traditional, one-way, low bandwidth, coaxial systems into two-way, high bandwidth, hybrid-fiber coaxial transmission systems. These new systems include additional fiber optic bandwidth capability and digital equipment at the systems' headend and other locations in the network. These digitally upgraded systems are capable of carrying a larger quantity of signals at a faster rate. The two-way upgrade allows for the introduction of new interactive services, including VOD.

- Digital set-top boxes. A variety of companies, including Motorola, Scientific-Atlanta, Pioneer, Pace Micro and Sony, have introduced new digital television set-top boxes with processing power similar to a personal computer. These digital set-top boxes allow the cable provider to offer a greater selection of digital services, such as VOD, advanced program guides, personal video recorders, and interactive electronic commerce to homes with access to two-way capable cable services.

- Content digitization. Digitization is the process by which entertainment content is converted from an analog to a digital format. Digital content is a sequence of tiny digital pieces, or "bits", which can be stored on disks and transmitted in the form of electronic signals. With the benefit of the latest digital compression technologies, digital content now requires even less storage space and more content can be simultaneously transmitted over the cable system, thus reducing the storage and transmission costs of

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delivering content to consumers. Many major movie studios, major television networks, premium channel providers, and other program and content creators are converting their most popular titles into a digital format.

In the near term, Concurrent expects North American MSOs will continue to comprise the majority of its VOD system customer base. Concurrent believes that VOD is one of the key strategic competitive initiatives for MSOs as it provides an opportunity to leverage recent investments in their digitally upgraded infrastructure. Concurrent believes the VOD application provides MSOs with the ability to differentiate their service offering in an effort to reduce subscriber turnover and gain access to new revenue generating opportunities from subscribers, advertisers and electronic commerce initiatives.

THE REAL-TIME MARKET

Concurrent's Real-Time division focuses on real-time computer systems that concurrently acquire, analyze, store, display, and control data to provide critical information within a predictable time as real world events occur. Compared to general purpose computer systems, these unique real-time capabilities are applicable to a wide range of application requirements, including higher performance processing, higher data throughput, predictable and repeatable response times, reliably meeting required deadlines, consistently handling peak loads, and better balancing of system resources.

Concurrent has over 35 years of real-time systems experience, including specific design, development, and manufacturing expertise in system architectures, system software, application software, productivity tools, and networking. Concurrent's real-time systems and software are currently used in host, client server, and distributed computing solutions, including software-controlled configurations to provide fault tolerance. Concurrent sells its systems worldwide through its direct sales force in North America, Europe, Japan, China, and Australia and through distributors in certain Asian territories. End uses of Concurrent's products include simulation and training systems, data acquisition systems, and industrial process control systems.

- Simulation. Concurrent is a recognized leader in developing real-time systems for simulation applications. Primary applications include trainers/simulators for operators in commercial and military aviation, vehicle operation and power plants, mission planning and rehearsal and engineering design simulation for avionics and automotive labs. An additional segment of this market for Concurrent is Hardware-In-The-Loop applications in which accurate simulations are constructed to verify hardware designs, thereby minimizing or eliminating entirely the need for expensive prototypes. Concurrent offers software applications that provide a real-time advantage to its customers and integrates these applications to provide complete solutions.

- Data Acquisition. Concurrent is a leading supplier of systems for radar control, data fusion and weather analysis applications, all of which require the ability to gather, analyze, and display continuous flows of information from simultaneous sources. Primary applications include environmental analysis and display, engine testing, range and telemetry systems, weather satellite data acquisitions and forecasting, intelligence data acquisition and analyses and command and control products.

- Industrial Process Control Systems. Concurrent manufactures systems to collect, control, analyze, and distribute test data from multiple high-speed sources for industrial automation systems, product test systems (particularly engine tests), supervisory control and data acquisition systems and instrumentation systems. Concurrent's strategy to serve this market involves the employment of third-party software applications to provide a unique solution for its customers.

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BUSINESS STRATEGY

XSTREME DIVISION

Concurrent's business objective is to become the leading provider of high quality VOD systems to cable and DSL providers worldwide. Concurrent's VOD strategy is comprised of the following primary initiatives:

Maintain Existing, and Establish New, Relationships with Top Domestic MSOs. The market for providing VOD solutions to MSOs is rapidly evolving. Concurrent has been selected to supply VOD systems for 39 markets, of which 24 have been publicly announced. Concurrent has sold its VOD systems to AOL Time Warner, Blue Ridge Communications, Cablevision, Cox Communications, Comcast, Charter Communications, Cogeco Cable, and Mediacom. These launches include the industry's first system-wide commercial deployment at AOL Time Warner's Oceanic regional division in Oahu, Hawaii and the largest system-wide commercial deployment at AOL Time Warner's Tampa Bay regional division in Florida. Concurrent's VOD sales team will continue to directly target these large MSOs. Concurrent believes that maintaining and expanding existing MSO relationships and establishing new MSO relationships will be important in developing and maintaining its share of the VOD market.

Develop Partnerships Enabling Incremental Revenue Opportunities for MSOs. With the evolution of the television viewing experience, Concurrent believes there will be opportunities for its customers to increase incremental revenues with other product offerings complementary to VOD services. To that end, Concurrent has invested in and formed a strategic partnership with Everstream Holdings, Inc., a company specializing in the delivery of digitized and targeted advertising. Concurrent believes that this relationship will open opportunities for increased revenues to MSOs while simultaneously driving demand for VOD services to support the advertising.

Expand Operations Internationally. The rollout of residential VOD service internationally is expected to occur over both cable television systems and DSL-based telephone networks. Concurrent is currently focusing on building its relationships with companies seeking to provide VOD services over cable or DSL networks in Europe, Asia and Australia. To that end, in March, 2002, Concurrent invested in and formed a strategic partnership with Thirdspace Living Limited, a private company headquartered in the United Kingdom that is focused on delivering interactive television services, including VOD, via DSL enabled telephone networks. Concurrent's international sales strategy is to focus on three key customer segments: cable companies; telephone companies; and alternative IP-based streaming media applications like hospitality, distance learning, education, and corporate training.

Maintain a Technological Leadership Position in VOD Server Systems. Concurrent has developed its VOD technology through internal research and development, acquisitions and relationships with third-party technology providers. Concurrent intends to continue to focus on the development of future VOD technologies in order to remain a technology leader by creating higher stream density, intelligent asset management, new encryption techniques, SVOD, network based personal video recorder applications, time shifted programming, and product enhancements for international markets.

Identify and Pursue New Market Opportunities. Concurrent believes that its VOD technology can provide benefits to industries other than cable system providers. For instance, Concurrent believes the growth in intranet and distance learning provides a significant opportunity for deployment of VOD systems. Generally, Concurrent expects to address these additional markets through relationships with market-specific value added resellers, or VARs.

REAL-TIME DIVISION

As the real-time computer market shifted in end-user demand to open systems, Concurrent developed a strategy to adjust its real-time service offerings to those more appropriate for open systems, while maintaining support for its proprietary systems. Concurrent's strategy also strikes a balance between appropriate upgrades for proprietary system offerings while predominantly investing in its real-time operating system and integrated computer system solutions. In the first half of calendar 2001, Concurrent introduced its PowerWorks Linux development environment (PLDE) based on the popular Linux open operating system. Following that development path, Concurrent announced its RedHawk(TM) Linux(R) operating system software on its iHawk(TM) platform in April 2002. PLDE allows users on a Linux PC or workstation to develop applications for any Concurrent PowerPC-based real-time

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computer system, offering a convenient and economical way to utilize the extensive features of Concurrent compilers and real-time graphical user interface (GUI) tools. RedHawk(TM) Linux(R) is a real-time operating system based on the popular Red Hat(TM) Linux distribution, but incorporating a number of changes to the Linux kernel that make it a more powerful real-time, symmetric multi processing operating system while retaining the third-party software compatibility of the open-source Red Hat distribution. The iHawk family is a line of Intel servers available in single, dual, quad, and 8-way processor models featuring a wide-range of configurations combined with Concurrent's proprietary real-time clock and interrupt module as well as the optional NightStar tool suite. Concurrent expects that the introduction of a wide-range of Intel-based servers running RedHawk Linux will allow it to compete for a broader range of opportunities.

CUSTOMERS

Concurrent has been publicly selected by AOL Time Warner, Cox Communications, Comcast Cable, Charter Communications, Mediacom, and one other unnamed MSO, six of the eight largest MSOs in the country, for commercial VOD system deployments. Each of these operators has deployed Concurrent's VOD systems for use with digital set-top boxes manufactured by various manufacturers including Scientific-Atlanta, Motorola, Sony, Pioneer and Pace Micro. Concurrent also has been selected by Blue Ridge Communications for its deployment in Northeast Pennsylvania and Cogeco Cable Inc., a Canadian cable operator, for two VOD deployments.

Concurrent believes it is a leading provider of video-on-demand systems based on the number of its commercial deployments. To date, Concurrent has been awarded 39 markets for deployment of VOD systems, of which 24 have been publicly announced. These markets are composed of over 10.3 million basic subscribers and over 3 million digital subscribers that will have access to nearly 200,000 Concurrent video streams.

AOL TIME WARNER

Concurrent has sold its VOD systems to 16 markets within AOL Time Warner, of which eight are publicly announced. These 16 markets serve over 5.2 million basic subscribers via more than 110,000 video streams. Of the 16 markets, 15 are using Scientific-Atlanta digital platforms and one is using Motorola. The announced markets are Oahu, Hawaii; Tampa, Florida; Columbia, South Carolina; Summerville, South Carolina; Myrtle Beach, South Carolina; Cincinnati, Ohio; Central Florida; and Houston, Texas.

BLUE RIDGE COMMUNICATIONS

Concurrent has sold its VOD systems to Blue Ridge Communications, serving approximately 170,000 basic subscribers via more than 1,000 video streams in Northeast Pennsylvania using the Scientific-Atlanta digital platform.

CHARTER COMMUNICATIONS

Concurrent has sold its VOD systems to six markets within Charter Communications, all of which are publicly announced, serving over 880,000 basic subscribers via more than 13,000 video streams. The digital platform for these systems is Motorola equipment. The markets are St. Louis, Missouri; Slidell, Louisiana; Asheville, North Carolina; Hickory, North Carolina; Greenville/Spartanburg, South Carolina; and Duluth, Georgia.

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COGECO CABLE

In May 2001, Concurrent entered into an arrangement with Cogeco to provide VOD systems to two markets in Canada: Ontario and Quebec. The digital platform for these systems is Motorola. These two markets serve approximately 1,000,000 basic subscribers and 105,000 digital subscribers. Cogeco plans to begin deploying service to its customers during the first half of fiscal 2003.

COMCAST

Concurrent has sold its VOD systems to nine markets within Comcast Cable Corporation, of which four are publicly announced, serving over 835,000 basic subscribers via more than 30,000 video streams. Of the nine markets, two are using Scientific-Atlanta digital platforms and seven are using Motorola. The announced markets are Lower Merion, Pennsylvania; Savannah, Georgia; Mobile, Alabama; and Willow Grove, Pennsylvania.

COX COMMUNICATIONS

Concurrent has sold its VOD systems to five markets within Cox Communications, of which three are publicly announced, serving over 2.1 million basic subscribers via more than 38,000 video streams. Of the five markets, four are using Scientific-Atlanta digital platforms and one is using Motorola. The announced markets are San Diego, California; Phoenix, Arizona; and Hampton Roads, Virginia.

In June 2002, Cox and Concurrent executed a non-exclusive contract with a five (5) year term that provides for Concurrent to be Cox' primary source for VOD products.

MEDIACOM

In March 2002, Mediacom selected Concurrent's VOD system for a commercial launch in Mobile, Alabama. The system serves approximately 40,000 basic subscribers via approximately 1,000 video streams.

This is the industry's first commercial deployment of VOD over Motorola's National Authorization Service. This technology allows interactive content to be propagated and managed over satellite and transmitted to Mediacom's complex Headend in the Sky (HITS) based headends and then distributed to their broadband customers. This technology allows for any HITS supported cable system to cost effectively deploy VOD.

PRODUCTS AND TECHNOLOGY

XSTREME DIVISION

Concurrent's VOD system allows MSOs to deliver VOD services over their high bandwidth two-way hybrid fiber coax cable infrastructure. Concurrent's VOD system is capable of being distributed over certain portions of this infrastructure, including the headend, hub or hubs, and digital set-top boxes in subscribers' homes, centralized at the main headend, or a combination of both.

- Headend. The headend is a cable system's main network operations center where the cable company receives incoming programming for distribution over its network. The components of Concurrent's VOD system typically located at the digitally-upgraded system operator's headend include a network manager, one or more video servers, back-office software suite and system management and maintenance software. In centralized applications, Concurrent's video servers are all located at the system headend.

- Hub. The hub typically is a smaller facility serving a limited number of homes, containing the system operator's network transmission equipment for video delivery and control. The components of Concurrent's VOD system typically located at the system operator's hubs include one or more additional video servers.

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- Digital set-top box. The digital set-top box is located in the subscriber's home and is designed to receive transmissions from, and transmit data to, the system operator's network. Concurrent's client software is run by the digital set-top box.

When a subscriber selects a movie, a video session is established between Concurrent's video server and the digital set-top box in the subscriber's home via the network manager over the cable operator's network. The selected movie is accessed from the video server where it is stored at either a headend or a hub. The purchase is captured by Concurrent's back-office software creating a billing and royalty record for the cable provider's billing system.

Product. Concurrent's VOD systems integrate its core VOD technology, asset management and back-office software and readily available commercial hardware platforms to provide interactive, VOD capabilities. Concurrent generally markets its VOD products to MSOs as an end-to-end VOD solution. Concurrent also markets the individual components of its VOD systems to VARs and systems integrators for inclusion in their VOD solutions and, on occasion, to MSOs who prefer to purchase only individual components. Concurrent's VOD systems include the MediaHawk(R) video server, network manager, MediaHawk Back Office Business Management System, Personal Video Channel(TM) (pVC(TM)) software, system management and maintenance software and client software. The components of Concurrent's system are described below:

- MediaHawk(R) Model 3000 Video Server. Concurrent's MediaHawk video servers are high-performance computer systems designed for the demanding requirements of interactive video-on-demand applications. The MediaHawk video server includes multiple content storage devices, stream processors and input/output interfaces.

- Network Manager. Concurrent's network manager or resource manager establishes the network connection that allows the video to be streamed to the home over the cable operator's network. The network manager is designed to route video streams in the most efficient manner available at any given time.

- MediaHawk Back Office Business Management System. Concurrent's business management system is an industry standard relational database supporting subscriber and provider data management. Concurrent's back-office applications include customer access management, content distribution management, order management, royalty management, billing interfaces and marketing analysis.

- Personal Video Channel(TM)(pVC(TM)) Software. Concurrent's pVC is recently released software that empowers consumers to watch television programs contained in a package whenever they desire, thus, time-shifting the viewing experience. Thus, this product enables an MSO to record programming on the Concurrent servers, for example local news, that may then be accessed by consumers at any time with full VCR functionality. The recorded programs may be available for any amount of time as determined by the MSO.

- Client. Concurrent's client allows the subscriber to select the content on demand and maintain complete interactive control; the subscriber can pause, fast forward, rewind or stop the movie having the same control as if they were using a VCR. This is also referred to as the user interface.

- System Management and Maintenance Software. Concurrent's system management and maintenance software is designed to detect failed components and re-route video streams bypassing the failed component. The monitoring software is also capable of providing system level status that notifies the cable operator that a maintenance activity is required.

Product Discriminators. Concurrent believes its key VOD system discriminators include:

- Multiple integration options. Concurrent's VOD systems have been designed to be compatible with a wide range of equipment and software employed by cable operators to deliver digital television service, including:

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- Various digital set-top boxes. Concurrent's VOD systems are compatible with digital set-top boxes manufactured by each of the major domestic digital set-top box producers, including Scientific-Atlanta, Motorola, Pioneer, Sony and Pace Micro. This compatibility allows Concurrent's customers to purchase Concurrent's systems without concern about their current or future selection of a set-top box producer. Furthermore, Concurrent's system is capable of accommodating multiple headends, source content, navigators and workstation platforms.

- Existing and next-generation equipment. Although newer generations of digital set-top boxes have expanded memory capability allowing subscribers to interact with and access VOD services, older digital set-top boxes may have limited memory capability. Concurrent's VOD technology allows Concurrent to perform some of the functionality in the server rather than in the actual digital set-top box which overcomes the major obstacle in providing VOD services through older generation digital set-top boxes. Thus, deployment of Concurrent's VOD system is not contingent on the upgrading of currently deployed digital set-top boxes.

- Transport topologies. Concurrent's VOD systems are compatible with numerous transport topologies supporting delivery of VOD services over Gigabit Ethernet, DVB-ASI, asynchronous transfer mode, 64 and 256 QAM, and RF up-conversion.

- Billing systems. Both the existing and the emerging billing systems currently employed by MSOs can be used with Concurrent's VOD systems.

- Ad Insertion Software. Concurrent has established strategic relationships with both Everstream Holdings, Inc. and Navic Networks that provide ad-insertion software that will enable MSOs to insert advertisements into streamed video.

- Support for Both Distributed and Centralized Architectures. Concurrent's systems are designed to function equally well with distributed networks that minimize fiber optic bandwidth usage or centralized networks that support high-density populations that minimize facility requirements.

- Highly Scalable Systems. Concurrent's systems are modular and therefore easily scalable. Utilizing Concurrent's dual chassis, multiple cabinet designs, Concurrent's customers can scale both video storage and stream capacity in various increments to allow for significant flexibility.

- MediaHawk Back Office Business Management System. In addition to content management, order management, provider account management, customer access management, marketing analysis and billing functions, Concurrent's back-office business management system also supports e-commerce applications and subscriber data collection which enhances the revenue-generation capabilities of the VOD service provider.

- Subscription VOD Technology. Concurrent's VOD systems are designed with SVOD services. SVOD is a complementary service to VOD, enabling impulse viewing of premium network programming with VCR-like functionality including fast forward, pause, and rewind, and with simple flat fees. In addition to these advantages, SVOD also provides an opportunity for subscription programming providers, such as Starz-Encore, HBO, and Showtime, to build additional market share with this new value-added service. SVOD is not a service that can be offered by direct broadcast satellite and we believe it will provide the cable operators a strategic competitive advantage and build greater subscriber satisfaction and retention. Concurrent video servers are streaming SVOD content, including HBO and Starz-Encore in multiple markets in North America with multiple MSO's.

- Specialized Video Engine. Concurrent's video engine was designed specifically for the requirements of providing VOD services. As such, Concurrent's video engine is capable of creating high stream density accommodating increasing levels of demand, simultaneous usage and expanding library content.

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- Fault Tolerant System Designs. Concurrent's VOD systems are designed with multiple layers of redundancy including fully redundant storage, power and cooling systems to provide seamless end-user viewing. Thus, system repairs can be made during delivery without any interruption to the end-user.

- Variable Bit-Rate Technology. Concurrent's variable bit-rate technology minimizes storage and bandwidth while maximizing video fidelity. Concurrent believes that this technology will become a key technology discriminator as higher-fidelity requirements such as high-definition television emerge.

MediaHawk Model 3000 Product. Concurrent began shipments of its MediaHawk Model 3000 video server in January 2002. Through Concurrent's internal research and development efforts and its technological strategic relationships, Concurrent has integrated new technologies that Concurrent believes will further enhance the attractiveness of its VOD solution into Concurrent's new MediaHawk video server. Concurrent's MediaHawk Model 3000 VOD servers and software are designed to allow a single product to work in conjunction with cable equipment and digital set-top boxes produced by multiple vendors.

Customer Service Plans and Support. The basic customer service plans and support options offered to Concurrent's VOD customers include software patches to correct problems in existing software, 24-hour parts replacement, product service training classes, limited onsite services and preventative maintenance services. These services are provided at no additional charge during the warranty period and are available for additional fees under maintenance agreements after the warranty period. In addition to these basic service and support options, Concurrent also offers, for additional fees, software upgrades and onsite hardware maintenance services. To date, customer service and support revenues from Concurrent's VOD business have not been material.

REAL-TIME DIVISION

Concurrent's real-time systems are applicable to a wide range of application requirements, including high performance processing, high data throughput, predictable and repeatable response times, reliably meeting required deadlines, consistently handling peak loads, and better balancing of system resources. End uses of Concurrent's real-time systems include product design and testing, simulation and training systems, test stands, range and telemetry systems, weather satellite data acquisition and forecasting, and intelligence data acquisition and analysis.

Concurrent designs, manufactures, sells and supports real-time standards-based open computer systems and proprietary computer systems. It also offers worldwide hardware and software maintenance and support services for its products and for the products of other computer and peripheral suppliers. The services are provided at no additional charge during the warranty period. Concurrent has routinely offered and delivered long-term service and support of its products for as long as 15 to 20 years under maintenance contracts for additional fees, although we anticipate this source of revenue to decline over time given the change in Real-Times' product strategies. In addition, Concurrent customizes systems with both specialized hardware and software to meet unique customer requirements. Frequently in demand, these special support services have included system integration, performance and capacity analysis, and application migration.

Products. Concurrent's Real-Time division designs, develops and manufactures real-time computer systems and services for mission-critical applications. The real-time computer systems are specially designed to acquire, process, store, and display large amounts of rapidly changing information in real-time with microsecond or millisecond response time. Concurrent's real-time products facilitate symmetric multiprocessing for a wide range of real-time applications including simulation, data acquisition and industrial process control systems.

The principal products sold by Concurrent's Real-Time division are:

- Power Hawk 700. Power Hawk 700 is Concurrent's family of highly-scalable, advanced technology VME systems capable of supporting data acquisition, simulation and industrial process control applications in environments ranging from entry level to highly complex. The Power Hawk 700 line is designed around the MPC74xx PowerPC processor, and is available in single, dual and quad central processing unit (CPU) versions.

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- PowerMAXION. The PowerMAXION is Concurrent's mid-level VME system specifically targeted to the real-time data acquisition market, such as radar and weapons control in the military market. The PowerMAXION series is designed around the PowerPC 604e processor, and is available in one-to-eight CPU configurations.

- Model 3200-2000. The Model 3200-2000 is the most recent addition to Concurrent's Series 3200 family of high-performance proprietary platforms. Model 3200-2000 provides an upgrade to processing power and system throughput required by the most demanding Series 3200 real-time applications. Model 3200-2000 runs Concurrent's optimized OS/32 real-time operating system,

- PowerMAX Operating System. The PowerMAX Operating System (OS) is Concurrent's highly-deterministic real-time UNIX-based POSIX-compatible operating system. PowerMAX OS runs on the PowerHAWK 700, PowerMAXION and various legacy product lines.

- NightStar Analysis and Debugging Tools. The NightStar development tools are designed to optimize, debug and trace application software running under the PowerMAX and RedHawk Linux operating systems.

- iHawk. Concurrent plans to begin shipment of its iHawk line of Intel-based servers featuring its RedHawk Linux real-time operating system and real-time clock and interrupt module in September 2002. It is anticipated that this product line will be deployed in simulation, data acquisition and industrial process control applications, and satisfy scientific and other complex computing requirements.

Customer Service and Support Plans. Concurrent offers a variety of service and support programs to meet the customer's maintenance needs for both its hardware and software products. Concurrent also offers contract service for selected third party equipment. The service and support programs offered by Concurrent include rental exchanges, diagnostic and repair service, on-call and time and materials service, and preventive maintenance. Concurrent offers long-term service and support of its products for, in some cases, as long as 15 to 20 years.

Custom Engineering and Integration Services. Concurrent provides custom engineering and integration services in the design of special hardware and software to help its customers with their specific applications. This may include custom modifications to Concurrent's products or integration of third party interfaces or devices into Concurrent's systems. Many customers use these services to migrate existing applications from earlier generations of Concurrent's or competitors' systems to Concurrent's state-of-the-art systems. These services also include classroom and on-site training, system and site performance analysis, and multiple vendor support planning. Although the total revenues associated with any single service may be small in comparison to total revenues, increased customer satisfaction is an integral part of Concurrent's business plan.

STRATEGIC RELATIONSHIPS

Scientific-Atlanta. In August 1998, Concurrent entered into a five year agreement with Scientific-Atlanta to jointly develop and market a VOD system. Under this agreement, Concurrent was able to receive early development releases from Scientific-Atlanta. In addition, the companies have jointly developed a system architecture that is compliant with the AOL Time Warner VOD architecture requirements, known as Pegasus. In exchange for Scientific-Atlanta's technical and marketing contributions, Concurrent issued Scientific-Atlanta a warrant to purchase 2,000,000 shares of Concurrent's Common Stock, exercisable at $5 per share over a four-year term. This warrant expired unexercised on August 17, 2002. In addition, Scientific-Atlanta may in certain circumstances have the right to receive additional warrants to purchase up to a maximum of 8,000,000 additional shares of Concurrent's Common Stock. The granting of these additional warrants will be based upon performance goals measured by the revenue Concurrent receives from sales of equipment to systems employing Scientific-Atlanta's equipment. On April 1, 2002, based upon these performance goals, Concurrent issued one warrant to purchase 261,164 shares of Concurrent's Common Stock, exercisable at $7.11 per share over a four year term.

The agreement with Scientific-Atlanta provides that each party will own the intellectual property that is created solely by its own employees as a part of the development process. Intellectual property that is developed by employees of both Scientific-Atlanta and Concurrent will be owned by Concurrent if the

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intellectual property represents an improvement upon Concurrent's products or will be owned by Scientific-Atlanta if the intellectual property represents an improvement upon Scientific-Atlanta's products.

Motorola. Concurrent and Motorola jointly developed a specific return path protocol that allowed VOD services to be provided via Motorola older-generation digital set-top boxes currently deployed by several MSOs. As a result of this relationship, Concurrent can offer a complete end-to-end VOD system compatible with the currently-deployed Motorola digital set-top boxes.

Prasara Technologies. Under a joint development agreement with Prasara Technologies, a software company owned by PowerTV, a majority owned subsidiary of Scientific-Atlanta specializing in delivery of on-demand information, Concurrent and Prasara jointly developed interactive and back-office VOD software specifically designed to meet the needs of MSOs. This software is integrated with Concurrent's MediaHawk video servers. The joint development agreement with Prasara provides for Concurrent to have exclusive ownership of most of the software modules that make up the back-office software suite that accompanies the MediaHawk VOD server. Prasara has joint ownership with Concurrent of certain of the modules that make up the back-office software suite. Each of Concurrent and Prasara must pay royalties to the other for their respective sales of products containing any of these jointly-owned software modules.

Intertainer. Concurrent has worked with Intertainer, a VOD content provider seeking to market an end-to-end VOD solution, in integrating Concurrent's VOD server into Intertainer's turnkey solution.

Cisco Systems, Inc. Concurrent is a partner in the Cisco Service Provider Solutions Ecosystem Program which is designed to provide a vehicle for systematically bringing new technologies to the Service Provider Marketplace. The Cisco Service Provider Solutions Ecosystem brings together qualified developers of hardware and software applications that interoperate with Cisco's products, vendors of complementary network enabling technologies, and deployment partners in order to best serve the mutual service providers. Some of the key benefits the Cisco Service Provider Solutions Ecosystem Program is intended to provide to partners include: long-term business level relationship with Cisco; increased Cisco commitment; enhanced market credibility based on Cisco relationship; marketing and sales development opportunities; improved operations efficiency; and new service/technology creation.

Liberate. On April 11, 2001, Concurrent announced a strategic alliance with Liberate Technologies, a leading provider of software for the delivery of interactive television, under which Concurrent combined its technologies into an integrated interactive TV and VOD offering for the growing digital video market. The strategic agreement was reached under the Liberate(R) PopTV(TM) Program, in which Concurrent is a "preferred infrastructure partner."

Microsoft TV (MSTV). On June 28, 2002, Concurrent entered into a strategic alliance with Microsoft TV, a provider of a complete family of software products for the television industry. Concurrent and MSTV have entered into an agreement to jointly develop the combined platform for delivery of interactive services. We believe the MSTV platform will be closely integrated and will work with our video servers to deliver VOD and an enhanced interactive television experience to the end-customer.

Thirdspace. On March 19, 2002, Concurrent entered into a strategic alliance with Thirdspace Living Limited, an international supplier of video server system software designed primarily for DSL environments. In the strategic alliance, Concurrent and Thirdspace will jointly develop and market an integrated end-to-end solution to enable broadband telecommunications carriers to provide broadcast television, interactive television (iTV), and VOD services to subscribers on DSL transport networks. In addition to entering into the strategic alliance, Concurrent joined Alcatel and Oracle as a strategic investor in Thirdspace. Concurrent invested cash of $4 million and issued 291,461 shares of its common stock in exchange for 1,220,601 series C shares of Thirdspace, giving Concurrent a 14.4% ownership interest in all shares outstanding as of the investment date. As part of the investment, Thirdspace licensed its patent and patent application portfolio - currently, 13 patented technologies and 25 patents pending - to Concurrent. In exchange for its investment, Concurrent also received a warrant for 400,000 series C shares of Thirdspace. The warrant is exercisable beginning December 19, 2002. Concurrent also loaned Thirdspace $6 million in two installments on March 19 and September 3, 2002, in exchange for a long-term convertible note receivable, bearing interest at 8% annually, with interest payments first due December 31, 2002, and semi-annually, thereafter.

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Concurrent has a security interest in all of the assets of Thirdspace, which is subject to a prior lien on Thirdspace's intellectual property securing an obligation of $5 million. Other than the prior lien on Thirdspace's intellectual property, Concurrent's security interest ranks ratably with those of other secured creditors.

Everstream. On April 17, 2002, Concurrent entered into a strategic alliance and made a $500,000 cash investment in Everstream Holdings, Inc. The partnership allows Concurrent to offer to its customers Everstream's patented ad insertion solutions for digital cable advertising. Concurrent and Everstream created a joint interface that will enable Everstream's latest ad insertion software to easily install and communicate with the Concurrent's MediaHawk Video Servers. Everstream's patented software for advertising campaign management and delivery will enable Concurrent's Personal TV (pTV(TM)) system and MediaHawk video server platform to provide advertising opportunities in real time to the multiple video streams it currently delivers on demand.

SALES

Concurrent sells its systems in key markets worldwide through its direct field sales and support offices, as well as through VARs and systems integrators. As of June 30, 2002, Concurrent had 90 employees in its sales and marketing force which also includes sales support, corporate communications, application engineering, field sales, and sales administration.

XSTREME DIVISION

Concurrent's VOD sales strategy primarily focuses on maintaining and expanding existing relationships, and developing new relationships, with domestic MSOs and international cable and DSL providers. Concurrent's domestic sales force has significant experience as either employees of, or service providers to, the largest domestic MSOs.

In Concurrent's non-broadband markets on both the domestic and international fronts, Concurrent also intends to continue working with VARs and systems integrators who are seeking to integrate Concurrent's VOD products into end-to-end or turnkey solutions sold into their target markets.

As of June 30, 2002, Concurrent employed 37 people worldwide as part of its Xstreme sales and marketing team.

REAL-TIME DIVISION

Concurrent sells its real-time systems in key markets worldwide through direct field sales and support offices, as well as through VARs and systems integrators. As of June 30, 2002, Concurrent employed 38 people worldwide as part of its real-time sales and marketing team.

CUSTOMERS

XSTREME DIVISION

A significant portion of Concurrent's VOD revenue has come from, and is expected to continue to come from, sales to the large MSOs. For the year ended June 30, 2002, two customers, AOL Time Warner and Cox Communications, accounted for 57% and 24% of total VOD revenue, respectively. All of the top eight MSO's in North America have initiatives underway to offer VOD in various cable markets operated by the MSOs. Concurrent has sold VOD systems to six of the top eight MSO's in North America.

REAL-TIME DIVISION

Concurrent currently derives a significant portion of its real-time revenue from a limited number of customers. As a result, the loss of, or reduced demand for products or related services from any of Concurrent's major customers could adversely affect its business, financial condition and results of operations. In the fiscal year ended June 30, 2002, one customer, Lockheed-Martin, accounted

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for approximately 25% of the total real-time revenue. No other customer accounted for more than 10% of real-time revenue for the period.

Concurrent derives a significant portion of its revenues from the supply of integrated computer systems to U.S. Government prime contractors and agencies of the U.S. Government. The supplied systems include configurations from the PowerMAXION, PowerHAWK, and TurboHAWK product lines, with certain systems incorporating custom enhancements requested by the customer. Examples of prime contractors to whom we sell these integrated computer systems include Boeing, Lockheed-Martin, and Raytheon. For example, Lockheed-Martin purchased integrated computer systems from Concurrent to be used by the U.S. Navy in data acquisition applications. Concurrent also supplies spare parts, upgrades, and engineering consulting services and both hardware and software maintenance. For the fiscal year ended June 30, 2002, Concurrent recorded $19.7 million in revenues to U.S. Government prime contractors and agencies of the U.S. Government, representing 22% of total sales for the period. Government business is subject to many risks, such as delays in funding, audits, reduction or modification of contracts or subcontracts, failure to exercise options, changes in government policies and the imposition of budgetary constraints. A loss of government contract revenues could have a material adverse effect on Concurrent's business, results of operations and financial condition.

Concurrent does not have written continuing purchase agreements with any of its customers and does not have written agreements that require customers to purchase fixed minimum quantities of Concurrent's products. Sales to specific customers tend to, and are expected to continue to, vary from year-to-year, depending on such customers' budgets for capital expenditures and new product introductions.

NEW PRODUCT DEVELOPMENT

XSTREME DIVISION

Concurrent's research and development strategies with respect to its VOD solutions will focus on network personal video recorder technology, software features that will drive stream usage while expanding revenue opportunities for our customers, higher stream density, encryption techniques, interactive client applications and product enhancements for international markets.

Network Personal Video Recorder Technology. Concurrent continues to enhance its personal video channel (pVC(TM)) capability of its current residential cable VOD system. The personal video channel will allow the subscriber to pause and rewind time-shifted programming, effectively providing "TV on demand." Concurrent expects this server capability will have advantages over traditional personal home video recorders by providing more storage capacity and the ability to record multiple channels simultaneously. This will also allow Concurrent servers to replicate the functionality of PVR devices equipped with hard disk drives and eventually evolve to pausing and rewinding live broadcast TV.

Interactive and Targeted Advertising. Concurrent is in the process of developing the infrastructure and key relationships for this new advertising medium. Interactive Long Format Advertising is already being deployed by Cox Communications in its San Diego, California system. Earlier this year Concurrent entered into a strategic partnership and invested in Everstream Holdings, Inc., a private company with core intellectual property and technology in targeted advertising. Targeted advertising technology allows Concurrent's VOD system to insert different television commercials into the video streams for different consumers. This technology will allow the advertiser to closely "target" product advertisements to consumers most likely to buy, rather than broadcasting the same advertisements to everyone.

Asset Management. Concurrent continues to enhance its asset management technology. As VOD matures as an industry, it is anticipated that demand for stored content will increase from a few hundred hours to many thousands of hours. Concurrent continues to enhance its system to intelligently and automatically manage the distribution and lifecycle of the stored content, thus, increasing quantity of video hours. This tool supports multiple services such as SVOD, VOD, and PVR, and multiple providers such as In-demand, HBO, Starz-Encore, and Showtime and is capable of distributing and optimizing content based on actual consumer usage patterns.

Resource Management. Concurrent has developed an advanced distributed resource management system that will allow on-demand systems to grow into the "everything on demand" environment that the cable industry is now envisioning.

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Concurrent has leveraged its heritage in real-time distributed systems to architect a highly scalable resource management system. The Concurrent resource manager is a highly optimized database driven system which quickly and accurately determines the resources a subscriber launching an on-demand service can utilize. The Concurrent resource manager supports multiple services and enables true interactive television

Increased Stream Density. Concurrent believes it is the only provider of VOD systems currently employing fibre channel technology. Fibre channel provides the highest bandwidth/connectivity technology that is commercially available. Concurrent intends to continue leveraging techniques that allow this technology to create higher stream density and superior connectivity. Concurrent expects this will result in even more efficient distributed and centralized VOD system implementations.

Encryption Techniques. Encryption techniques will need to become integral to Concurrent's VOD system to maintain a high level of security designed to discourage content piracy and encourage content providers, such as movie studios, to provide market windows that will gradually become more consistent with the movie rental distribution channel. Concurrent is developing and trialing an open encryption system to support various encryption methodologies.

Integrated QAMs and Upconverters. Concurrent has developed Quadrature Amplitude Modulation (QAM) and signal upconversion technology. QAM is a highly efficient means of modulating or representing digital information using an analog signal. Our QAMs output a signal that accurately changes the amplitude and phase of the signal to correspond with the appropriate digital pattern. Our integrated upconverters take the modulated signal and map it into a channel line up. By integrating QAM and upconversion technology into the MediaHawk server, Concurrent is able to provide customers significant cost savings when compared to standalone alternatives.

Gigabit Ethernet. Consistent with MSOs' interest and expected rapid development of gigabit ethernet transport networks, Concurrent has developed the requisite interfaces to such network elements. This work will continue to be refined to meet specific performance requirements as cable network architectures continue to evolve to support additional interactive television applications.

International Markets. Concurrent's strategy is to leverage its domestic success and add capability to the existing VOD system that will enable it to market its VOD system to international cable and DSL providers. Enhancements will include network equipment integration, billing system integration, conditional access integration and set-top box integration. Specific integration tasks and partnerships will be opportunity driven as the international market develops.

REAL-TIME

Concurrent's real-time product development strategies with respect to its computer systems solutions will focus on higher-performance and cost-effective scalable architectures to allow for a greater degree of flexibility to the customer. New product development in real-time includes new hardware, software and integration services that will add new features and enhancements to the Power Hawk line of computers and the NightStar software development tools as well as the introduction of the Intel-based iHawk line running the RedHawk Linux real-time operating system built on the popular Red Hat distribution. Red Hawk and iHawk development will be focused on improving the real-time performance of the operating system.

Higher performance computer systems. Concurrent has upgraded the Power Hawk computer line with the new Series 700 computer system. The Series 700's PowerPC utilizes Motorola's MPC7410 (G4) processor, the first microprocessor that can deliver sustained performance of over one billion floating point operations per second. The G4 can process data in 128-bit segments rather than the 32-bit or 64-bit segments of traditional processors. The G4's AltiVec vector instruction set performs 16 calculations in a single cycle providing IEEE floating point performance four times faster than non-vector processors.

Cost effective scalable cluster architectures. The dual and quad-CPU Series 700 processor boards are true symmetric multiprocessors that run a single copy of Concurrent's PowerMAX OS real-time operating system. All CPUs on a board are linked by a high-speed PowerPC processor bus and have direct, cache-coherent access to all of the available on-board main memory. Two or more Power Hawk

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Series 700 processor boards can be combined through the high speed P0-PCI bus to create closely-coupled multiprocessor configurations of up to 32 CPUs.

PowerWorks Linux Development Environment (PLDE). The PLDE allows users to develop applications for any Concurrent PowerPC-based real-time computer system on an Intel PC running the open source Linux operating system. Application programs are compiled and debugged directly on a Linux PC while targeted to a system running Concurrent's PowerMAX operating system, freeing production systems from the need to be involved in the development process. As Concurrent's real-time customers recognize the growing importance of Linux as a real-time solution resource, Concurrent plans to continue to enhance its operating system and tool set offerings to take full advantage of this development.

Power Hawk Series 700 software development tools supporting Linux open system solutions. Concurrent plans to provide its customers the opportunity to develop and debug complex multiprocessing applications utilizing Concurrent's integrated software environment while taking advantage of the Intel based Linux open source operating system. Users will have the option of developing their real-time applications under PowerMAX OS or Linux using the same comprehensive suite of NightStar GUI development tools. As our real-time customers recognize the growing importance of Linux as a key real-time operating system, Concurrent expects that there may be a large demand for Linux-ready applications that can meet the workload demands of today's real-time environment. As the Linux open source solution market demand develops, Concurrent plans to continue enhancing its software operating system and development environment to take full advantage of the broad range of software, hardware and integration opportunities available in the Linux marketplace.

The iHawk family of products. Concurrent will continue its Linux strategy with the introduction in September, 2002 of the iHawk product family. Based on Intel/Pentium Xeon servers available in single, dual, quad and 8-way processor configurations, each model will include the open-source RedHawk real-time operating system based on the Red Hat distribution. The product will include the company's real-time clock and interrupt module and the leading NightStar tool suite as an option. It is anticipated that the wide range of third party software available for Red Hat Linux will significantly increase the appeal of this product offering. As with Concurrent's PowerMAX/Power PC real-time solutions, iHawk product may be customized to precisely fit any customer's application needs.

COMPETITION

Both Concurrent's Xstreme and Real-Time divisions operate in highly-competitive environments, driven by rapid technological innovation. Due in part to the range of performance and applications capabilities of Concurrent's products, Concurrent competes in various markets against a number of companies.

In the VOD market, Concurrent's major competitors currently include the following:

- in the worldwide cable and DSL markets: SeaChange International Inc., nCUBE, Kasenna, Inc., and Silicon Graphics, Inc.; and

- in the education market: Silicon Graphics, Inc., Cisco Systems, Inc. and International Business Machines Corp., as well as local systems integrators.

Concurrent also competes with a number of companies in its real-time business. Concurrent's major competitors can be categorized as follows:

- major computer companies that participate in the real-time business by layering specialized hardware and software on top of, or as an extension of, their general purpose product platforms, including Sun Microsystems and Hewlett Packard Corporation;

- other computer companies that provide solutions for applications that address specific characteristics of real time, such as fault tolerance or high performance graphics, including Silicon Graphics Inc. and Hewlett Packard Corporation;

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- general purpose computing companies that provide a platform on which third-party vendors add real-time capabilities, including International Business Machines Corp. and Sun Microsystems, Inc.; and

- single board computer companies that provide board-level processors that are typically integrated into a customer's computer system, including Force Computers, Inc. and Motorola, Inc.

Additional competitors with significant market presence and financial resources, including computer hardware and software companies, content providers and television equipment manufacturers, including digital set-top box manufacturers, may enter Concurrent's markets, thereby further intensifying competition. Concurrent's future competitors also may include one or more of the parties with which it currently has a strategic relationship. Although Concurrent has proprietary rights with respect to much of the technology incorporated in Concurrent's VOD and real-time systems, Concurrent's strategic partners have not agreed to refrain from competing against Concurrent. Many of Concurrent's current and potential future competitors have longer operating histories, significantly greater financial, technical, marketing and other resources than Concurrent, and greater brand name recognition. In addition, many of Concurrent's competitors have well-established relationships with Concurrent's current and potential customers and have extensive knowledge of Concurrent's markets.

INTELLECTUAL PROPERTY

Concurrent relies on a combination of contracts and copyright, trademark and trade secret laws to establish and protect its proprietary rights in its technology. Concurrent distributes its products under software license agreements which grant customers perpetual licenses to Concurrent's products and which contain various provisions protecting its ownership and confidentiality of the licensed technology. The source code of Concurrent's products is protected as a trade secret and as an unpublished copyright work. In addition, in limited instances, Concurrent licenses its products under licenses that give licensees limited access to the source code of certain of Concurrent's products, particularly in connection with its strategic alliances.

Despite precautions taken by Concurrent, however, there can be no assurance that Concurrent's products or technology will not be copied or otherwise obtained and used without authorization. In addition, effective copyright and trade secret protection may be unavailable or limited in certain foreign countries. Concurrent believes that, due to the rapid pace of innovation within its industry, factors such as the technological and creative skills of Concurrent's personnel are more important to establishing and maintaining a technology leadership position within the industry than are the various legal protections for Concurrent's technology. Concurrent does not own any material patents. However, Concurrent has one patent application pending in the United States and abroad and has obtained patent licenses to the portfolios owned by Thirdspace Living Limited (13 patents and 25 patent applications) and Everstream Holdings, Inc. (4 patents and 6 patent applications). The patents so licensed cover multiple interactive television, targeted advertising, and VOD technologies and include U.S. Patent No. 5,805,804 which nCube alleged was infringed by SeaChange International's products.

Concurrent has entered into licensing agreements with several third-party software developers and suppliers. Generally, such agreements grant Concurrent non-exclusive, worldwide licenses with respect to certain software provided as part of computers and systems marketed by Concurrent and terminate on varying dates.

GOVERNMENTAL REGULATION

Concurrent is subject to various international, U.S. federal, state and local laws affecting its business. Any finding that Concurrent has been or is in noncompliance with such laws could result in, among other things, governmental penalties. Further, changes in existing laws or new laws may adversely affect Concurrent's business.

The television industry is subject to extensive regulation in the United States and other countries. Concurrent's VOD business is dependent upon the continued growth of the digital television industry in the United States and internationally. Cable television operators are subject to extensive government regulation by the Federal Communications Commission and other federal and state regulatory agencies. These regulations could have the effect of limiting capital expenditures by cable television operators and thus could have a material adverse effect on Concurrent's business, financial condition and results of operations. The enactment by federal, state or international governments of new

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laws or regulations could adversely affect Concurrent's cable operator customers, and thereby materially adversely affect Concurrent's business, financial condition and results of operations.

ENVIRONMENTAL MATTERS

Concurrent purchases, uses, and arranges for certified disposal of chemicals used in the manufacturing process at its Pompano Beach facility. As a result, Concurrent is subject to federal and state environmental protection and community right-to-know laws. Violations of such laws, in certain circumstances, can result in the imposition of substantial remediation costs and penalties. Concurrent believes it is in compliance with all material environmental laws and regulations.

EMPLOYEES

As of June 30, 2002, Concurrent had 436 employees worldwide. Approximately 345 of these employees were in the United States. Concurrent had 129 employees in its Xstreme division and 193 employees in its Real-Time division. The remaining employees include administrative, marketing and communications, and manufacturing personnel that are shared between the two divisions. Concurrent's employees are not unionized.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

A summary of net sales (consolidated net sales reflects sales to unaffiliated customers) attributable to Concurrent's foreign and domestic operations for the fiscal years ended June 30, 2002, 2001 and 2000, respectively, is presented at Note 20 to the consolidated financial statements included herein. Financial information about Concurrent's foreign operations is included in Note 20 to the consolidated financial statements included herein.

RISK FACTORS

The following are risk factors of Concurrent.

RISKS RELATED TO CONCURRENT'S BUSINESS

IT IS DIFFICULT TO EVALUATE CONCURRENT'S BUSINESS AND PROSPECTS BECAUSE OF DECLINES IN ITS REAL-TIME BUSINESS AND THE EMERGING NATURE OF THE VOD MARKET. CONCURRENT'S NET SALES OF REAL-TIME SYSTEMS AND SERVICES HAVE DECREASED SIGNIFICANTLY OVER THE PAST FIVE YEARS.

Prior to the fiscal year ended June 30, 1997, Concurrent focused solely on providing real-time computer systems and related services. Over the last five full fiscal years, Concurrent has experienced a decline in real-time net sales from $82.2 million for the fiscal year ended June 30, 1998 to $41.4 million for the fiscal year ended June 30, 2002. Although almost all of Concurrent's revenues prior to fiscal 2000 were derived from its Real-Time division, Concurrent expects in the near term that a majority of its future revenue growth will come from its Xstreme division, which began commercial sales in 1999. Revenues for video-on-demand systems have increased from $1.2 million for the fiscal year ended June 30, 1999 to $48.0 million for the fiscal year ended June 30, 2002. Concurrent is working to stabilize its real-time revenue.

Concurrent's real-time systems are specially designed to acquire, process, store and display large amounts of rapidly changing information in real time, that is with microsecond response as changes occur. Concurrent's real-time systems are used for a number of applications, including trainers/simulators for operators in commercial and military aviation, vehicle operation and power plants, mission planning and rehearsal and engineering design simulation for avionics and automotive labs. Over the past several years, the real-time computer industry has seen a significant shift in demand from high-priced, proprietary real-time systems to lower-priced, open server systems. High performance processing in the past required a large, expensive computer with significant proprietary and customized software. Today, these requirements are often met by much smaller and less expensive computers with off-the-shelf computer hardware and software. This shift in demand has resulted in the significant decreases in Concurrent's revenues from real-time products and services over the last several years.

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This decline in Concurrent's real-time revenue together with the emerging nature of the video-on-demand market make it difficult to evaluate its current business and prospects or to accurately predict it's future revenue or results of operations. Concurrent will encounter risks and difficulties in its video-on-demand business frequently encountered by companies in emerging markets. Concurrent may not successfully address any of these risks. If Concurrent does not successfully address these risks, Concurrent's business, financial condition and results of operations would be adversely affected.

THE VIDEO-ON-DEMAND MARKET MAY NOT GAIN BROAD MARKET ACCEPTANCE; CONCURRENT'S CUSTOMERS MAY NOT CONTINUE TO PURCHASE CONCURRENT'S VIDEO-ON-DEMAND SYSTEMS; AND CONCURRENT'S CABLE OPERATOR CUSTOMERS MAY ENTER INTO ARRANGEMENTS WITH CONCURRENT'S COMPETITORS ANY OF WHICH COULD MATERIALLY AND ADVERSELY AFFECT ITS BUSINESS.

Concurrent is focusing much of its initial video-on-demand sales efforts on North American cable television providers that have upgraded some or all of their cable systems to support digital, two-way service. Therefore, in order for its video-on-demand business to succeed, cable system operators, particularly the ten largest North American cable operators, must successfully market video-on-demand to their cable television subscribers. To date, Concurrent has been publicly selected by six of the eight largest North American cable operators for commercial video-on-demand deployments. However, none of Concurrent's cable system customers are contractually obligated to introduce, market or promote video-on-demand, nor are any of its customers bound to achieve any specific product introduction schedule. Accordingly, even if a system operator initiates a customer trial using Concurrent's system, that operator is under no obligation to continue its relationship with Concurrent or to launch a full-scale commercial introduction using its technology. Further, Concurrent does not have exclusive arrangements with system operators. Therefore, system operators may enter into arrangements with one or more of Concurrent's current or future competitors.

The growth and future success of Concurrent's video-on-demand business depends largely upon its ability to penetrate new markets and sell its systems to digitally-upgraded domestic and international cable system operators, international digital subscriber line operators, educational institutions and others. If these potential customers determine that video-on-demand is not viable as a business proposition or if they decide to delay their purchase decisions, as a result of capital expenditure restraints or otherwise, or to purchase systems from Concurrent's competitors, Concurrent's business, financial condition and results of operations will be significantly adversely affected.

A SIGNIFICANT PORTION OF CONCURRENT'S VIDEO-ON-DEMAND REVENUE HAS COME FROM, AND IS EXPECTED TO CONTINUE TO COME FROM, SALES TO THE LARGE, NORTH AMERICAN CABLE OPERATORS. IF CONCURRENT IS UNSUCCESSFUL IN MAINTAINING AND EXPANDING RELATIONSHIPS WITH THESE CUSTOMERS OR LOSES ANY OF THESE CUSTOMERS, ITS BUSINESS WILL BE ADVERSELY AFFECTED.

For the fiscal year ended June 30, 2002, AOL Time Warner and Cox Communications accounted for approximately 57% and 24% of Concurrent's video-on-demand revenues, respectively. Many cable operators are currently evaluating the extent and pace of their video-on-demand deployment plans. If Concurrent is unsuccessful in maintaining and expanding these key relationships with cable operators, its video-on-demand business will be adversely affected. Further, if Concurrent is unsuccessful in establishing relationships with other operators or experiences problems in any of its video-on-demand system commercial launches, its ability to attract new cable operator customers and sell additional products to existing customers will be materially adversely affected.

CONCURRENT INCURRED NET LOSSES IN THE PAST AND MAY INCUR FURTHER LOSSES IN THE FUTURE.

While Concurrent had net income of $4.4 million in the fiscal year ended June 30, 2002, it incurred net losses of $6.2 million in the fiscal year ended June 30, 2001. On a pro forma basis after giving effect to the acquisition of Vivid Technology, it incurred net losses of $24.7 million in the fiscal year ended June 30, 2000. Concurrent's actual net loss of $23.7 million and its pro forma net loss of $24.7 million for the fiscal year ended June 30, 2000 includes a $14.0 million non-cash charge related to the write-off of research and development acquired in the Vivid Technology acquisition. As of June 30, 2002, Concurrent had an accumulated deficit of approximately $98.4 million, after eliminating accumulated deficit of approximately $81.8 million at December 31, 1991, the date of its quasi-reorganization. Concurrent may incur additional net losses in the future.

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CONCURRENT'S OPERATING RESULTS MAY CONTINUE TO BE VOLATILE AND DIFFICULT TO PREDICT, AND IN SOME FUTURE QUARTERS, ITS OPERATING RESULTS MAY FALL BELOW ITS EXPECTATIONS AND THE EXPECTATIONS OF SECURITIES ANALYSTS AND INVESTORS, WHICH COULD RESULT IN MATERIAL DECLINES OF ITS STOCK PRICE.

Concurrent's quarterly operating results may vary depending on a number of factors, including:

- demand for its video-on-demand and real-time systems and services;
- delay in customer orders based on, among other reasons, capital expenditure restraints or the availability of content for video-on-demand and pending completion of negotiations for content between the cable operators and content providers, particularly major movie studios and providers of subscription based content such as HBO, Showtime, and Starz-Encore;
- the timing, pricing and number of sales of its products;
- actions taken by its competitors, including new product introductions and enhancements;
- changes in its price or the prices of its competitors;
- its ability to develop and introduce new products and to deliver new services and enhancements that meet customer requirements in a timely manner;
- the length of the sale cycle for its products;
- its ability to control costs;
- technological changes in its markets;
- deferrals of customer orders in anticipation of product enhancements or new products;
- customer budget cycles and changes in these budget cycles; and
- general political and economic conditions in the United States and abroad, including, but not limited to, terrorist activity.

SEASONAL TRENDS IN CONCURRENT'S VIDEO-ON-DEMAND BUSINESS MAY CAUSE ITS QUARTERLY OPERATING RESULTS TO FLUCTUATE; THEREFORE, PERIOD-TO-PERIOD COMPARISONS OF ITS OPERATING RESULTS MAY NOT NECESSARILY BE MEANINGFUL.

Concurrent has experienced significant variations in the revenue, expenses and operating results from quarter to quarter in its video-on-demand business, and it is possible that these variations will continue. Concurrent believes that fluctuations in the number of orders for its video-on-demand systems being placed from quarter to quarter are principally attributable to the buying patterns and budgeting cycles of cable operators. In addition, contracts for orders are often not finalized until the end of a quarter. As a result, its results of operations have in the past and will possibly continue, at least in the near future, to fluctuate in accordance with this purchasing activity. Therefore, period-to-period comparisons of its operating results may not necessarily be meaningful. In addition, because these factors are difficult for Concurrent to forecast, its business, financial condition and results of operations for one quarter or a series of quarters may be adversely affected and below the expectations of securities analysts and investors, which could result in material declines of its stock price.

THE VIDEO-ON-DEMAND AND REAL-TIME MARKETS IN WHICH CONCURRENT OPERATE ARE HIGHLY COMPETITIVE, AND CONCURRENT MAY BE UNABLE TO COMPETE SUCCESSFULLY AGAINST ITS CURRENT AND FUTURE COMPETITORS, WHICH WOULD ADVERSELY AFFECT ITS BUSINESS.

The market for video-on-demand systems is an emerging market. Given that there have been limited commercial deployments of video-on-demand systems to date, the respective market shares of companies competing in the video-on-demand market are uncertain. Concurrent believes that the long-term primary factors influencing competition in the video-on-demand market include the flexibility of the video-on-demand system, product quality and reliability and established relationships with providers of interactive television services, including cable operators. In the video-on-demand market, Concurrent's competitors currently include the following:

- in the worldwide cable and digital subscriber line market principally, SeaChange International Inc., nCUBE Corporation, Kasenna, Inc. and Silicon Graphics, Inc.; and
- in the education market principally, Silicon Graphics, Inc., Cisco Systems, Inc. and International Business Machines Corp., as well as other third parties.

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Concurrent also competes with a number of companies in its real-time market. These competitors can be categorized as follows:

- major computer companies that add specialized hardware and software to their general purpose product platforms, including principally Hewlett-Packard Corporation;
- other computer companies that provide applications that address specific characteristics of real-time, such as redundancy or high performance graphics, including Silicon Graphics, Inc. and Hewlett-Packard Corporation;
- general purpose computing companies that provide a platform on which third-party vendors add real-time capabilities, including International Business Machines Corp. and Sun Microsystems, Inc.; and
- single board computer companies that provide board-level processors that are typically integrated into a customer's computer system, including Force Computers, Inc. and Motorola, Inc.

Additional competitors with significant market presence and financial resources, including computer hardware and software companies, content providers and television equipment manufacturers, including digital set-top box manufacturers, may enter Concurrent's markets, thereby further intensifying competition. Concurrent's future competitors also may include one or more of the parties with which Concurrent currently has a strategic relationship. Although Concurrent has proprietary rights with respect to much of the technology incorporated in its video-on-demand and real-time systems, its strategic partners have not agreed to refrain from competing against Concurrent. Increased competition could result in price reductions that would adversely affect its business, financial condition and results of operations. Many of its current and potential future competitors have longer operating histories, significantly greater financial, technical, marketing and other resources than Concurrent, and greater brand name recognition. In addition, many of Concurrent's competitors have well-established relationships with its current and potential customers and have extensive knowledge of its industries.

IF CONCURRENT DOES NOT MANAGE ITS ANTICIPATED GROWTH IN ITS VIDEO-ON-DEMAND OPERATIONS, IT MAY NOT BE ABLE TO OPERATE ITS BUSINESS EFFECTIVELY. CONCURRENT'S FAILURE TO MANAGE GROWTH COULD DISRUPT ITS OPERATIONS AND ADVERSELY AFFECT ITS BUSINESS.

Concurrent anticipates growth in its video-on-demand operations and that a majority of its future revenue growth will come from its video-on-demand operations. Its anticipated growth could place a strain on its management systems and other resources. Concurrent's ability to successfully implement its business plan in a rapidly evolving market will require an effective planning and management process. Concurrent cannot assure you that it will be able to successfully manage its anticipated expansion. If Concurrent fails to manage its anticipated growth, its operations may be disrupted and its business may be adversely affected. Concurrent must continue to improve and effectively utilize its existing operational, management, marketing and financial systems and successfully recruit, hire, train and manage personnel, which Concurrent may be unable to do. Further, Concurrent must maintain close coordination among its technical, finance, marketing, sales and production staffs.

CONCURRENT'S FUTURE SUCCESS WILL REQUIRE THAT IT DEVELOP AND MARKET ADDITIONAL PRODUCTS THAT ACHIEVE MARKET ACCEPTANCE AND ENHANCE ITS CURRENT PRODUCTS. IF CONCURRENT FAILS TO DEVELOP AND MARKET NEW PRODUCTS AND PRODUCT ENHANCEMENTS IN A TIMELY MANNER, ITS BUSINESS COULD BE ADVERSELY AFFECTED.

Concurrent's inability to develop on a timely basis new products or enhancements to existing products, or the failure of such new products or enhancements to achieve market acceptance could have a material adverse affect on its business, financial condition and results of operations. Concurrent recently completed the development of its MediaHawk Model 3000 video on demand server. Although Concurrent has shipped and installed the new system, it may experience unexpected problems. Although delivery of video-on-demand over digital subscriber lines currently is not practical in the United States, Concurrent will look for opportunities in the domestic market as digital subscriber line technology continues to advance. There can be no assurance that Concurrent will be successful in pursuing any domestic digital subscriber line opportunities.

SYSTEM ERRORS, FAILURES, OR INTERRUPTIONS COULD CAUSE DELAYS IN SHIPMENTS OR REQUIRE DESIGN MODIFICATIONS, WHICH MAY HAVE A NEGATIVE IMPACT ON CONCURRENT'S BUSINESS AND DAMAGE ITS REPUTATION AND CUSTOMER RELATIONSHIPS.

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System errors or failures may adversely affect Concurrent's business, financial condition and results of operations. Despite Concurrent's testing and testing by current and potential customers, all errors or failures may not be found in its products or, if discovered, successfully corrected in a timely manner. These errors or failures could cause delays in product introductions and shipments or require design modifications that could adversely affect its competitive position. Concurrent's reputation may also suffer if its customers view its products as unreliable, whether based on actual or perceived errors or failures in its products.

Further, a defect, error or performance problem with Concurrent's video-on-demand systems could cause its customers' cable television systems to fail for a period of time. Any such failure would cause customer service and public relations problems for Concurrent's customers. As a result, any failure of its customers' systems caused by Concurrent's technology could result in delayed or lost revenue due to adverse customer reaction, negative publicity regarding Concurrent and its products and services and claims for substantial damages against Concurrent, regardless of its responsibility for such failure. Any claim could be expensive and require Concurrent to spend a significant amount of resources, regardless of whether Concurrent prevails.

A SIGNIFICANT PORTION OF CONCURRENT'S REAL-TIME REVENUE HAS BEEN, AND IS EXPECTED TO CONTINUE TO BE, CONCENTRATED IN A SMALL NUMBER OF CUSTOMERS, INCLUDING THE U.S. GOVERNMENT. FOR EXAMPLE, IN THE FISCAL YEAR ENDED JUNE 30, 2002, LOCKHEED-MARTIN ACCOUNTED FOR APPROXIMATELY 25% OF CONCURRENT'S TOTAL REAL-TIME REVENUE. IF CONCURRENT LOSES ONE OR MORE SIGNIFICANT REAL-TIME CUSTOMERS, ITS BUSINESS MAY BE ADVERSELY AFFECTED.

Concurrent currently derives, and expects to continue to derive, a significant portion of its real-time revenue from a limited number of customers. As a result, the loss of, or reduced demand for products or related services from one or more of its major customers could adversely affect its business, financial condition and results of operations.

Concurrent also derives a significant portion of its revenues from the supply of systems under government contracts. For the fiscal year ended June 30, 2002, Concurrent recorded $19.7 million in sales to U.S. government prime contractors and agencies of the U.S. Government. These amounts represent approximately 48% of Concurrent's total Real-Time sales in the period. Government business is subject to many risks, such as delays in funding, reduction or modification of contracts or subcontracts, changes in governmental policies and the imposition of budgetary constraints. A loss of government contract revenues could have a material adverse effect on Concurrent's business, results of operations and financial condition.

Concurrent does not have written purchase agreements with any of its customers and does not have written agreements that require customers to purchase fixed minimum quantities of its products. Concurrent's sales to specific customers tend to, and are expected to continue to, vary from year-to-year, depending on such customers' budgets for capital expenditures and new product introductions.

CONCURRENT RELIES ON A COMBINATION OF CONTRACTS AND COPYRIGHT, TRADEMARK, AND TRADE SECRET LAWS TO ESTABLISH AND PROTECT ITS PROPRIETARY RIGHTS IN ITS TECHNOLOGY. CONCURRENT DOES NOT OWN ANY SIGNIFICANT PATENTS DIRECTLY; HOWEVER, CONCURRENT HAS OBTAINED PATENT LICENSES TO THE PORTFOLIOS OWNED BY THIRDSPACE LIVING LIMITED (13 PATENTS AND 25 PATENT APPLICATIONS) AND EVERSTREAM HOLDINGS, INC. (4 PATENTS AND 6 PATENT APPLICATIONS). IF CONCURRENT IS UNABLE TO PROTECT ITS INTELLECTUAL PROPERTY RIGHTS, ITS COMPETITIVE POSITION COULD BE HARMED OR IT COULD BE REQUIRED TO INCUR EXPENSES TO ENFORCE ITS RIGHTS. CONCURRENT'S BUSINESS ALSO COULD BE ADVERSELY AFFECTED IF CONCURRENT IS FOUND TO INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

Concurrent typically enters into confidentiality or license agreements with its employees, consultants, customers and vendors, in an effort to control access to and distribution of its proprietary information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use its proprietary technology without authorization. The steps Concurrent takes may not prevent misappropriation of its intellectual property, and the agreements it enters into may not be enforceable. In addition, effective copyright and trade secret protection may be unavailable or limited in some foreign countries. Other companies, including its competitors, may currently own or obtain patents or other proprietary rights that might prevent, limit or interfere with its ability to make, use or sell its products. As a result, Concurrent may be found to infringe on the intellectual property rights of

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others. In the event of a successful claim of infringement against Concurrent and its failure or inability to license the infringed technology, its business and operating results could be adversely affected.

Any litigation or claims, whether or not valid, could result in substantial costs and diversion of Concurrent's resources. Intellectual property litigation or claims could force Concurrent to do one or more of the following:

- cease selling, incorporating or using products or services that incorporate the challenged intellectual property;
- obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms, if at all; and
- redesign products or services that incorporate the disputed technology.

If Concurrent is forced to take any of the foregoing actions, it could face substantial costs and its business could be seriously harmed. Although Concurrent carries general liability insurance, its insurance may not cover potential claims of this type or be adequate to indemnify it for all liability that may be imposed.

Concurrent may initiate claims or litigation against third parties in the future for infringement of its proprietary rights or to determine the scope and validity of its proprietary rights or the proprietary rights of competitors. These claims could result in costly litigation and the diversion of its technical and management personnel. As a result, Concurrent's operating results could suffer and its financial condition could be harmed.

IN SOME CASES, CONCURRENT RELIES ON A LIMITED NUMBER OF SUPPLIERS, WHICH ENTAILS SEVERAL RISKS, INCLUDING THE POSSIBILITY OF DEFECTIVE PARTS, A SHORTAGE OF COMPONENTS, AN INCREASE IN COMPONENT COSTS, AND REDUCED CONTROL OVER DELIVERY SCHEDULES.

Concurrent sometimes purchases product components from a single supplier in order to obtain the required technology and the most favorable price and delivery terms. These components include, for example, processors, power supplies, integrated circuits and storage devices. Concurrent purchases product components from the following single suppliers: Seagate, Intel, Qlogic, VME Micro System, Corporation, Interphase, Precision Analog, Macrolink, Symbios, National Instruments, Synergy, Peritek, Unipower Corporation, Vicor Corporation, Wall Industries, Crystal Semiconductor and Vitesse. In most cases, comparable products are available from other sources, but would require significant reengineering to conform to Concurrent's system specifications. Historically, Concurrent has not experienced any major disruption in manufacturing its products due to problems with, or defective products from, a single supplier, but its reliance on single suppliers entails a number of risks, including the possibility of defective parts, a shortage of components, increase in components costs, and reduced control over delivery schedules. Any of these events could adversely affect its business, results of operations and financial condition. Concurrent estimates that a lead time of 16-24 weeks may be necessary to switch to an alternative supplier of certain custom application specific integrated circuits and printed circuit assemblies. A change in the supplier of these components without the appropriate lead time could result in a material delay in shipments by Concurrent of certain products. Where alternative sources are available, qualification of the alternative suppliers and establishment of reliable supplies of components from such sources may also result in delays. Shipping delays may also result in a delay in revenue recognition, possibly outside the fiscal period originally planned, and, as a result, may adversely affect Concurrent's financial results for that particular period.

CONCURRENT'S BUSINESS MAY BE ADVERSELY AFFECTED IF IT FAILS TO RETAIN ITS CURRENT KEY PERSONNEL, MANY OF WHOM WOULD BE DIFFICULT TO REPLACE, OR FAIL TO ATTRACT ADDITIONAL QUALIFIED PERSONNEL.

Concurrent's future performance depends on the continued service of its senior management and its engineering, sales and marketing and manufacturing personnel. Competition for qualified personnel is intense, and Concurrent may fail to retain its key employees or to attract or retain other highly qualified personnel. Concurrent does not carry key person life insurance on any of its employees. The loss of the services of one or more of its key personnel could seriously impact its business. Concurrent's future success also depends on its continuing ability to attract, hire, train and retain highly skilled managerial, technical, sales, marketing and customer support personnel. In addition, new employees frequently require extensive training before they achieve desired levels of productivity.

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CONCURRENT CURRENTLY HAS STRATEGIC RELATIONSHIPS WITH SCIENTIFIC-ATLANTA, MOTOROLA, PRASARA TECHNOLOGIES, INC., LIBERATE TECHNOLOGIES, INTERTAINER, INC., CISCO SYSTEMS, INC., MICROSOFT CORPORATION, THIRDSPACE LIVING LIMITED AND EVERSTREAM HOLDINGS, INC., AMONG OTHERS. CONCURRENT MAY BE UNSUCCESSFUL IN MAINTAINING THESE STRATEGIC RELATIONSHIPS, OR ESTABLISHING NEW STRATEGIC RELATIONSHIPS, THAT WILL BE AN IMPORTANT PART OF ITS FUTURE SUCCESS. IN EITHER EVENT, ITS BUSINESS COULD BE ADVERSELY AFFECTED.

The success of Concurrent's business is and will continue to be dependent in part on its ability to maintain existing and enter into new strategic relationships. There can be no assurance that:

- such existing or contemplated relationships will be commercially successful;
- Concurrent will be able to find additional strategic partners; or
- Concurrent will be able to negotiate terms acceptable to it with potential strategic partners.

Concurrent cannot provide assurance that existing or future strategic partners will not pursue alternative technologies or develop alternative products in addition to or in lieu of Concurrent's technology, either on their own or in collaboration with others, including Concurrent's competitors. These alternative technologies or products may be in direct competition with Concurrent's technologies or products and may significantly erode the benefits of Concurrent's strategic relationships and adversely affect its business, financial condition and results of operations.

INTERNATIONAL SALES ACCOUNTED FOR APPROXIMATELY 15% AND 24% OF CONCURRENT'S REVENUE IN FISCAL YEARS 2002 AND 2001, RESPECTIVELY. ACCORDINGLY, CONCURRENT'S BUSINESS IS SUSCEPTIBLE TO NUMEROUS RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS.

Although the anticipated revenue growth in the near term is expected to occur primarily in North America, Concurrent expects its international operations to grow in the long-term as DSL and digital cable technology is more widely deployed in Europe and Asia. As a result, Concurrent is subject to a number of risks associated with international business activities that could increase its costs, lengthen its sales cycle and require significant management attention. These risks include:

- compliance with, and unexpected changes in, regulatory requirements resulting in unanticipated costs and delays;
- lack of availability of trained personnel in international locations;
- tariffs, export controls and other trade barriers;
- longer accounts receivable payment cycles than in the United States;
- potential difficulty of enforcing agreements and collecting receivables in some foreign legal systems;
- potential difficulty in enforcing intellectual property rights in certain foreign countries;
- potentially adverse tax consequences, including restrictions on the repatriation of earnings;
- the burdens of complying with a wide variety of foreign laws;
- general economic conditions in international markets; and
- currency exchange rate fluctuations.

CONCURRENT MAY ENGAGE IN FUTURE ACQUISITIONS THAT DILUTE THE OWNERSHIP INTEREST OF ITS STOCKHOLDERS, CAUSE IT TO INCUR DEBT OR ASSUME CONTINGENT LIABILITIES OR PRESENT OTHER CHALLENGES, SUCH AS INTEGRATION ISSUES, FOR ITS BUSINESS, WHICH IF NOT SUCCESSFULLY RESOLVED WOULD ADVERSELY AFFECT ITS BUSINESS.

As part of Concurrent's business strategy, it reviews acquisition prospects that would complement its current product offerings, enhance its technical capabilities or otherwise offer growth opportunities. While Concurrent currently has no agreements with respect to any acquisition, it periodically reviews investments in new businesses, and it may acquire businesses, products or technologies in the future. In the event of any future acquisitions, Concurrent could issue equity securities which would dilute current stockholders' percentage ownership, incur substantial debt, or assume contingent liabilities. These actions could materially adversely affect Concurrent's operating results. Acquisitions also entail numerous risks, including:

- difficulties in the assimilation of acquired operations, technologies or services;
- unanticipated costs associated with the acquisition;
- diversion of management's attention from other business concerns;

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- adverse effects on existing business relationships;
- risks associated with entering markets in which Concurrent has no or limited prior experience; and
- potential loss of key employees of acquired companies.

Concurrent cannot assure that it will be able to successfully integrate any business, products, technologies or personnel that it might acquire in the future. Concurrent's failure to do so could materially adversely affect its business, operating results and financial condition.

CONCURRENT MAY EXPERIENCE DECREASING PRICES FOR ITS PRODUCTS AND SERVICES, WHICH MAY IMPAIR ITS ABILITY TO ACHIEVE PROFITABILITY.

Concurrent may experience decreasing prices for its products and services due to competition, the purchasing leverage of its customers and other factors. If Concurrent is required to decrease prices, its results of operations will be adversely affected. Concurrent may reduce prices in the future to respond to competition and to generate increased sales volume.

IMPLEMENTATION OF CONCURRENT'S PRODUCTS IS COMPLEX, TIME CONSUMING AND EXPENSIVE, AND IT FREQUENTLY EXPERIENCES LONG SALES AND IMPLEMENTATION CYCLES. CONSEQUENTLY, ITS QUARTERLY REVENUES, EXPENSES AND OPERATING RESULTS MAY VARY SIGNIFICANTLY IN THE FUTURE, PERIOD-TO-PERIOD COMPARISONS OF ITS RESULTS OF OPERATIONS MAY NOT NECESSARILY BE MEANINGFUL, AND THESE COMPARISONS SHOULD NOT BE RELIED UPON AS INDICATIONS OF FUTURE PERFORMANCE.

Real-time and video-on-demand products are relatively complex, and their purchase generally involves a significant commitment of capital, with the delays frequently associated with large capital expenditures and implementation procedures within an organization. Moreover, the purchase of such products typically requires coordination and agreement among a potential customer's corporate headquarters and its regional and local operations. As a result, the sales cycles associated with the purchase of many of Concurrent's products are typically lengthy and subject to a number of significant risks, including customers' budgetary constraints and internal acceptance reviews, over which Concurrent has little or no control.

RISKS RELATED TO CONCURRENT'S INDUSTRIES

THE CURRENT UNCERTAINTY AND FINANCIAL INSTABILITY OF THE CABLE INDUSTRY MAY ADVERSELY IMPACT THE SUCCESS OF CONCURRENT'S VIDEO-ON-DEMAND BUSINESS.

Concurrent sells its video-on-demand products to the MSOs that have upgraded their networks to support interactive, digital services. However, recently, the cable industry has received negative publicity regarding the MSOs lack of sufficient free cash flow to fund capital expenditures and debt service requirements after years of significant capital spending to upgrade their cable plants to digital, two-way interactive capability. As a result, certain MSOs have communicated their intent to reduce capital spending over the next 12 to 18 months to accelerate the point at which they will generate free cash flow and improve their financial stability. This may adversely impact the speed at which these MSOs deploy video-on-demand in their cable markets. Another factor contributing to the uncertainty in the cable industry was the bankruptcy filing by Adelphia Communications Corp. and the delisting of their stock by the Nasdaq National Market. Although Adelphia was not a customer of Concurrent, its bankruptcy has reverberated throughout the industry. Further, AT&T Cable and Comcast have announced a definitive agreement for Comcast to acquire AT&T Cable. This acquisition may impact the speed of any roll-out of video-on-demand by AT&T Cable and Comcast as the two companies contend with the integration of their respective corporations.

THE SUCCESS OF CONCURRENT'S VIDEO-ON-DEMAND BUSINESS IS DEPENDENT UPON THE EMERGING DIGITAL VIDEO MARKET, WHICH MAY NOT GAIN BROAD MARKET ACCEPTANCE. ANY FAILURE BY THE MARKET TO ACCEPT DIGITAL VIDEO TECHNOLOGY WILL HAVE A MATERIAL ADVERSE EFFECT ON CONCURRENT'S BUSINESS.

Video-on-demand is an emerging technology, and Concurrent cannot assure you that it will attract widespread demand or market acceptance. Further, the potential size of the video-on-demand market and the timing of its development are uncertain. Concurrent's success in the video-on-demand market will depend

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upon the commercialization and broad acceptance of video-on-demand by residential cable subscribers and other industry participants, including cable system operators, content providers, set-top box manufacturers, and educational institutions.

Cable television operators historically have relied on traditional analog technology for video management, storage and distribution. Interactive technology installation, which is necessary to provide video-on-demand, requires a significant initial investment of capital. The future growth of Concurrent's video-on-demand business will depend on the pace of the installation of interactive digital cable and digital set-top boxes, the rate at which television operators deploy digital infrastructure and the rate at which digital video technology expands to additional market segments.

THE SUCCESS OF CONCURRENT'S VIDEO-ON-DEMAND BUSINESS IS DEPENDENT ON THE AVAILABILITY OF, AND THE DISTRIBUTION WINDOWS FOR, MOVIES, PROGRAMS AND OTHER CONTENT. IF SUFFICIENT VIDEO-ON-DEMAND CONTENT IS NOT AVAILABLE ON A TIMELY BASIS, ITS VIDEO-ON-DEMAND BUSINESS WILL BE ADVERSELY AFFECTED.

The success of video-on-demand will largely be dependent on the availability of a wide variety and substantial number of movies, subscription based content from providers such as HBO, Showtime, and Starz-Encore, specialty programs and other material, which Concurrent refers to as content, in digital format. Concurrent does not provide digital video-on-demand content. Therefore, the future success of Concurrent's video-on-demand business is dependent in part on content providers, such as traditional media and entertainment companies, providing significant content for video-on-demand. Further, Concurrent is dependent in part on other third parties to convert existing analog content into digital content so that it may be delivered via video-on-demand.

In addition, Concurrent believes that the ultimate success of video-on-demand will depend in part on the timing of the video-on-demand distribution window. The distribution window is the time period during which different mediums, such as home movie rental businesses, receive and have exclusive rights to motion picture releases. Currently, video rental businesses have an advantage of receiving motion picture releases on an exclusive basis before most other forms of non-theatrical movie distribution, such as pay-per-view, premium television, video-on-demand, basic cable and network syndicated television. The length of the exclusive distribution window for movie rental businesses varies, typically ranging from 30 to 90 days for domestic video stores. Thereafter, movies are made sequentially available to various television distribution channels. Concurrent believes the success of video-on-demand will depend in part on movies being available for video-on-demand distribution either simultaneously with, or shortly after, they are available for video rental distribution. The order, length and exclusivity of each window for each distribution channel is determined solely by the studio releasing the movie. Given the size of the home video rental industry, the studios have a significant interest in maintaining that market. Concurrent cannot assure you that favorable changes, if any, will be made relating to the length and exclusivity of the video rental and television distribution windows.

A number of the major studios have entered into agreements with certain cable operators and content aggregators to provide digital movies for distribution through video-on-demand. However, not all of the major studios have reached agreements regarding the content for video-on-demand. If studios fail to reach agreements regarding content or cancel existing agreements, Concurrent's customers could delay or cancel video-on-demand system orders, which would adversely affect its video-on-demand business.

CONCURRENT CANNOT ASSURE YOU THAT ITS PRODUCTS AND SERVICES WILL KEEP PACE WITH TECHNOLOGICAL DEVELOPMENTS AND EMERGING INDUSTRY STANDARDS, ADDRESS THE CHANGING NEEDS OF ITS CUSTOMERS OR ACHIEVE MARKET ACCEPTANCE, ANY OF WHICH COULD MATERIALLY ADVERSELY AFFECT ITS BUSINESS.

The markets for Concurrent's products are characterized by rapidly changing technology, evolving industry standards and new product introductions and enhancements. There can be no assurance that Concurrent will be successful in enhancing its real-time or video-on-demand products or developing, manufacturing and marketing new products that satisfy customer needs or achieve market acceptance. In addition, services, products or technologies developed by others may render one or more of Concurrent's products or technologies uncompetitive, unmarketable or obsolete. Future technological advances in the real-time, television and video industries may result in the availability of new products and services that could compete with its solutions or reduce the cost of existing products or services. Concurrent's future success will depend on its ability to continue to enhance its existing products, including development of new applications for its technology, and to develop and introduce new products

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to meet and adapt to changing customer requirements and emerging technologies. Further, announcements of currently planned or other new product offerings by Concurrent's competitors may cause customers to defer purchase decisions or to fail to purchase its existing solutions. Concurrent's failure to respond to rapidly changing technologies could adversely affect its business, financial condition and results of operations.

CONCURRENT IS SUBJECT TO GOVERNMENTAL REGULATION, AS IS THE TELEVISION INDUSTRY. ANY FINDING THAT IT HAS BEEN OR IS IN NONCOMPLIANCE WITH SUCH LAWS COULD RESULT IN, AMONG OTHER THINGS, GOVERNMENTAL PENALTIES. FURTHER, CHANGES IN EXISTING LAWS OR NEW LAWS MAY ADVERSELY AFFECT ITS BUSINESS.

Concurrent is subject to various international, U.S. federal, state and local laws affecting its video-on-demand and real-time businesses. The television industry is subject to extensive regulation in the United States and other countries. Concurrent's video-on-demand business is dependent upon the continued growth of the digital television industry in the United States and internationally. Television operators are subject to extensive government regulation by the Federal Communications Commission and other federal and state regulatory agencies. These regulations could have the effect of limiting capital expenditures by television operators and thus could have a material adverse effect on its business, financial condition and results of operations. The enactment by federal, state or international governments of new laws or regulations could adversely affect its cable operator customers, and thereby materially adversely affect its business, financial condition and results of operations.

CONCURRENT MAY BE SUBJECT TO LIABILITY IF PRIVATE INFORMATION SUPPLIED TO ITS CUSTOMERS, INCLUDING CABLE OPERATORS, IS MISUSED.

Concurrent's video-on-demand systems allow cable operators to collect and store video preferences and other data that many viewers may consider confidential. Unauthorized access or use of this information could result in liability to Concurrent's customers, and potentially Concurrent, and might deter potential video-on-demand viewers. Concurrent has no control over the policy of its customers with respect to the access to this data and the release of this data to third parties.

OTHER RISKS

CONCURRENT HAS IMPLEMENTED CERTAIN ANTI-TAKEOVER PROVISIONS THAT COULD MAKE IT MORE DIFFICULT FOR A THIRD PARTY TO ACQUIRE IT.

Provisions of Delaware law and Concurrent's restated certificate of incorporation, amended and restated bylaws, and rights plan could make it more difficult for a third party to acquire it, even if doing so would be beneficial to its stockholders.

Concurrent is subject to certain Delaware anti-takeover laws regulating corporate takeovers. These anti-takeover laws prevent a Delaware corporation from engaging in a business combination involving a merger or sale of more than 10% of its assets with any stockholder, including affiliates and associates of the stockholder, who owns 15% or more of the outstanding voting stock, for three years following the date that the stockholder acquired 15% or more of the corporation's stock except under limited circumstances.

There are provisions in Concurrent's restated certificate of incorporation and Concurrent's amended and restated bylaws that also may delay, deter or impede hostile takeovers or changes of control.

In addition, Concurrent has a rights plan, also known as a poison pill. The rights plan has the potential effect of significantly diluting the ownership interest in Concurrent of any person that acquires beneficial ownership of 15% or more of Concurrent's common stock or commences a tender offer that would result in a person or group owning 15% or more of Concurrent's common stock.

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IN THE FUTURE, CONCURRENT MAY NEED TO RAISE ADDITIONAL CAPITAL. THIS CAPITAL MAY NOT BE AVAILABLE ON ACCEPTABLE TERMS, IF AT ALL. IF CONCURRENT CANNOT RAISE FUNDS ON ACCEPTABLE TERMS, IF AND WHEN NEEDED, IT MAY NOT BE ABLE TO DEVELOP OR ENHANCE ITS PRODUCTS AND SERVICES, TAKE ADVANTAGE OF FUTURE OPPORTUNITIES, GROW ITS BUSINESS OR RESPOND TO COMPETITIVE PRESSURES OR UNANTICIPATED REQUIREMENTS.

Concurrent believes that its existing cash balances, available credit facility and funds generated by operations will be sufficient to meet its anticipated working capital and capital expenditure requirements for the next twelve months. After that, Concurrent may need to raise additional funds. Concurrent cannot be certain that it will be able to obtain additional financing on favorable terms, if at all.

TERRORIST ATTACKS AND THE POSSIBILITY OF WIDER ARMED CONFLICT MAY HAVE AN ADVERSE EFFECT ON CONCURRENT'S BUSINESS AND OPERATING RESULTS.

Terrorist attacks and other acts of violence or war, such as those that took place on September 11, 2001, could have a material adverse effect on Concurrent's business and operating results. There can be no assurance that there will not be further terrorist attacks against the United States or its interests. Future terrorist attacks could result in political and social turmoil that could put further pressure on economic conditions in the United States and worldwide. These political, social and economic conditions could make it difficult for Concurrent, its vendors and its customers to accurately forecast and plan future business activities and could have a material adverse effect on its business and results of operations. Finally, further terrorist acts could cause the United States to enter into a wider armed conflict which could further impact Concurrent's business and results of operations.

CONCURRENT'S STOCK PRICE HAS BEEN VOLATILE IN THE PAST AND MAY BE VOLATILE IN THE FUTURE.

Concurrent's common stock is traded on the Nasdaq National Market. For the fiscal year ended June 30, 2002, the high and low prices reported on the Nasdaq National Market were $17.68 and $4.25, respectively. Further, as of September 17, 2002, the price as reported on the Nasdaq National Market was $2.94. The market price of Concurrent's common stock may fluctuate significantly in the future in response to various factors, some of which are beyond Concurrent's control, including the following and the other risks discussed under the heading "Risk Factors:"

- variations in its quarterly operating results;
- changes in securities analysts' estimates of its financial performance;
- the development of the video-on-demand market in general;
- changes in market valuations of similar companies;
- announcement by Concurrent or its competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
- loss of a major customer or failure to complete significant transactions; and
- additions or departures of key personnel.

In addition, in recent years the stock market in general, and the Nasdaq National Market and the market for technology companies in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations have been unrelated or disproportionate to the operating performance of these companies. These market and industry factors may materially and adversely affect Concurrent's stock price, regardless of its operating performance.

In the past, class action litigation often has been brought against companies following periods of volatility in the market price of those companies' common stock. Concurrent may become involved in this type of litigation in the future. Litigation is often expensive and diverts management's attention and resources, which could materially and adversely affect Concurrent's business, financial condition and results of operations.

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ITEM 2. PROPERTIES

Concurrent's principal facilities as of June 30, 2002, are listed below. All of the principal facilities are leased. Management considers all facilities listed below to be suitable for the purpose(s) for which they are used, including manufacturing, research and development, sales, marketing, service, and administration.

                                                                EXPIRATION      APPROX.
LOCATION                             PRINCIPAL USE            DATE OF LEASE   FLOOR AREA
--------------------------  --------------------------------  --------------  -----------
                                                                              (SQ. FEET)
4375 River Green Parkway    Corporate Headquarters,           August 2006          33,000
Suite 100                   Administration, Research &
Duluth, Georgia             Development, Sales and Marketing

2800 Gateway Drive          Manufacturing and Service         December 2004        30,000
Pompano Beach, Florida

2881 Gateway Drive          Administrative and Sales and      December 2004        30,000
Pompano Beach, Florida      Marketing

3535 Route 66               Repair and Service Depot          May 2009             17,000
Bldg. 3
Neptune, NJ

Concurrent House            Sales, Service and Research &     February 2003        13,000
Railway Terrace             Development
Slough, Berkshire, England

100 Highpoint Drive         Research & Development            December  2006       16,500
Chalfont, PA

Except for the Chalfont, Pennsylvania facility, which is used exclusively for the Xstreme division, and the Administrative and Sales and Marketing offices at 2881 Gateway Drive, which is used exclusively for the Real-Time division, Concurrent's facilities are used for both divisions. In addition to the facilities listed above, Concurrent also leases space in various domestic and international industrial centers for use as sales and service offices and warehousing.

ITEM 3. LEGAL PROCEEDINGS

From time to time, Concurrent may be involved in litigation relating to claims arising out of its ordinary course of business. Concurrent is not presently involved in any material litigation, but has the following matters pending:

- SeaChange International, Inc. v. Putterman, et al, Arkansas Court of Appeals, Case No. CA 01-1126. The suit was filed on June 14, 1999 alleging that Concurrent defamed SeaChange International, Inc. ("SeaChange"). On June 14, 2000, Concurrent counterclaimed against SeaChange alleging that SeaChange defamed Concurrent. On January 4, 2001, the court granted Concurrent's motion to dismiss all claims against it. SeaChange subsequently appealed and said appeal is currently pending.

- Eason v. Concurrent Computer Corp, et al., Superior Court of New Jersey, Case Mon-L-3284-94. This suit arose out of personal injury claim filed in 1994 alleging that plaintiff was injured when a lamp post in Concurrent's parking lot fell. The case against Concurrent was dismissed in 1995, but in 2000 the plaintiff amended the cause of action and refiled against Concurrent alleging spoliation of evidence. The plaintiff obtained a default judgment for $119,800 in December 2001 which was vacated in August 2002. Plaintiff subsequently refiled and Concurrent is seeking to have the case dismissed.

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Concurrent is involved in various other legal proceedings. Management of Concurrent believes that any liability to Concurrent which may arise as a result of these proceedings, including the proceedings specifically discussed above, will not have a material adverse effect on Concurrent's financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM X. OFFICERS OF THE REGISTRANT

Officers of Concurrent are elected by the Board of Directors to hold office until their successors have been chosen and qualified or until earlier resignation or removal. Set forth below are the names, positions, and ages of Concurrent's executive officers as of September 17, 2002:

NAME                  POSITION                                                          AGE
--------------------  ----------------------------------------------------------------  ---

Jack A. Bryant        President, Chief Executive Officer, and Director                   44
Stephen K. Necessary  President, Xstreme Division                                        46
Paul C. Meyer         President, Real-Time Division                                      55
Steven R. Norton      Executive Vice President, Chief Financial Officer and Secretary    41
Robert E. Chism       Vice President, Development and Chief Technical Officer, Xstreme   49
                      Division
Robert T. Menzel      Vice President, Sales & Marketing, Real-Time Division              49
David Nicholas        Vice President, Worldwide Sales, Xstreme Division                  48
Kirk L. Somers        General Counsel                                                    37

Jack A. Bryant, President, Chief Executive Officer, and Director. Mr. Bryant has served as the President and Chief Executive Officer since October 2000. Mr. Bryant served as President of the Xstreme division from July 2000 to October 2000. Mr. Bryant was named a Director in January 2001. Since May 2002, Mr. Bryant has also served as a director for Thirdspace Living Ltd. Prior to joining Concurrent, he held a number of positions at Arris Corporation (f.k.a. Antec Corporation), a communications technology company that specializes in hybrid-fiber-coax-based networks, from 1991 to June 2000. The positions included, from March 1998 to June 2000, President of the Network Technologies Group, from January 1996 to March 1998, President of the Digital Systems Division, and from January 1995 to January 1996, Vice President of Marketing. Before joining Antec, Mr. Bryant held various product marketing and sales positions at General Instrument and Scientific-Atlanta.

Steve Necessary, President, Xstreme Division. Mr. Necessary has served as President of the Xstreme division since June 2002. From January 2000 to June 2002, Mr. Necessary was the President, CEO, and a Director of PowerTV, Inc, a software subsidiary of Scientific-Atlanta. From April 1998 to January 2000, Mr. Necessary served as the corporate Vice President and Vice President of marketing at Scientific-Atlanta. From June 1982 to February 1991 and then from October 1995 to April 1998, he also held a number of other positions with Scientific-Atlanta, including Vice President and General Manager of analog video systems. Mr. Necessary also spent several years at Arris Corporation (f.k.a. Antec Corporation), where his final position was president of the products group. Earlier in his career, he was a team manager for Procter & Gamble.

Paul C. Meyer, President, Real-Time Division. Mr. Meyer has served as President of the Real-Time division since December 2000. Immediately prior to joining Concurrent, he was the President of ASM Associates, Inc., a consulting firm that provides interim senior management services. From 1994 to 1996, he served as the Executive Vice President and General Manager of Viacom New Media. From 1988 to 1994, he served as President of his own consulting firm, Paul C. Meyer & Associates, Ltd., leading a small team of professionals in consulting assignments involving turnaround, restructuring, and crisis management. Before forming his own firm, he served in various positions with Coleco Industries, Inc.

29

Steven R. Norton, Executive Vice President, Chief Financial Officer and Secretary. Mr. Norton has served as the Executive Vice President and Chief Financial Officer since October 1999. From March 1996 to April 1999, Mr. Norton was Vice President of Finance and Administration for LHS Group, Inc., a formerly publicly held provider of services to communications services providers and Chief Financial Officer for one of its subsidiaries, LHS Communications Systems, Inc. Prior to his employment with LHS, he was an Audit Senior Manager for Ernst &Young and KPMG LLP.

Robert E. Chism, Vice President, Development and Chief Technology Officer, Xstreme Division. Mr. Chism has served as Vice President, Development of the Xstreme division since April 1999 and was named Chief Technology Officer in February 2002. From June 1996 to April 1999, he served as the Vice President, Development. From October 1994 through June 1996, he served as Vice President, Technical and Production Operations of Harris Computer Systems Corporation. In June 1993, he joined the Harris Computer Systems Division of Harris Corporation as Director, Simulation Business Area. Before joining the Harris Computer Systems Division, he held diverse engineering, program management and marketing assignments in computer and related industries with General Electric Company, a diversified industrial corporation, and from May 1978 to June 1993 he was Subsection Manager of Satellite Command and Data Handling.

Robert T. Menzel, Vice President, Sales & Marketing, Real-Time Division. Mr. Menzel has served as Vice President, Sales & Marketing of the Real-Time division since April 1999. He served as the Vice President, real-time systems from June 1997 to March 1999, and the Vice President, North American Sales, from June 1996 to February 1997. From June 1996 to June 1997, he was the Vice President, Interactive Video-on-Demand. Mr. Menzel was Vice President, General Manager of the Trusted Systems Division of Harris Computer Systems Corporation from April 1995 to June 1996, and he served as Vice President, National Sales of Harris Computer Systems Corporation from October 1994 to April 1995.

David M. Nicholas, Vice President, Worldwide Sales, Xstreme Division. Mr. Nicholas has served as Vice President, Sales, of the Xstreme division since March 1999 and was named Vice President, Worldwide Sales in July 2001. From September 1995 to February 1999, he served as Executive Vice President of Pioneer New Media Technologies, Inc., a provider of audio video products. From August 1993 to August 1995, he served as Vice President and General Manager of Texscan Network Systems, a privately held provider of advertising insertion solutions. Prior to that time, he served in various positions at Pioneer Communications of America, Panasonic Industrial, and Magnavox.

Kirk L. Somers, General Counsel. Mr. Somers has served as General Counsel since November 2001. Immediately prior to joining Concurrent, from December 1998 to November 2001, Mr. Somers was the Assistant General Counsel for divine, inc. (f.k.a. eshare communication, Inc.) where he was responsible for corporate-wide development and enforcement of the company's intellectual property portfolio as well as commercial contracts and other corporate matters. From December 1995 to December 1998, Mr. Somers was a partner in the law firm of Marshall & Melhorn in Toledo, Ohio practicing in the area of litigation. Prior to that, Mr. Somers spent four years as an attorney for the U.S.A.F., specializing in litigation.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Common Stock is currently traded under the symbol "CCUR" on The Nasdaq National Market. The following table sets forth the high and low sale information for the Common Stock for the periods indicated, as reported by The Nasdaq National Market.

FISCAL YEAR 2002
QUARTER ENDED:              HIGH           LOW
                           ------         ------

September 30, 2001         $12.70         $ 5.76
December 31, 2001          $16.99         $ 7.25
March 31, 2002             $17.68         $ 7.11
June 30, 2002              $ 9.23         $ 4.25

FISCAL YEAR 2001
QUARTER ENDED:              HIGH           LOW
                           ------         ------

September 30, 2000         $21.75         $10.19
December 31, 2000          $20.38         $ 3.88
March 31, 2001             $ 8.38         $ 3.88
June 30, 2001              $ 9.13         $ 4.77

As of September 17, 2002, there were 61,861,543 shares of Common Stock outstanding, held of record by approximately 1,379 stockholders with a closing price on the Nasdaq National Market of $2.94.

Concurrent has never declared or paid any cash dividends on its capital stock. Concurrent's present policy is to retain all available funds and any future earnings to finance the operation and expansion of its business, and no change in the policy is currently anticipated. In addition, the terms of Concurrent's credit facility prohibits the payment of cash dividends.

On July 19, 2001, Concurrent closed the sale of 5,400,000 shares of Common Stock to private investors at a price of $4.80 per share. Net proceeds to Concurrent, after fees and expenses, were approximately $24 million. Raymond James & Associates, Inc. acted as placement agent in the sale. The sale was a privately negotiated sale to selected institutional investors and other accredited investors. The shares were exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof and Rule 506 of Regulation D promulgated thereunder. Concurrent intends to use the proceeds for working capital, sales and marketing activities, product development and support, potential acquisitions and investments, capital expenditures and general corporate purposes. On May 17, 2001, Concurrent filed a Form S-3 registration statement registering the resale of the shares (No. 333-61172), which was declared effective on July 19, 2001.

Concurrent sold 291,461 shares of common stock to Thirdspace pursuant to a Share Purchase and Warrant Issuance Agreement, whereby Concurrent invested $7 million in C ordinary shares of Thirdspace through a $4 million cash payment and the issuance of the 291,461 shares of common stock which were valued at approximately $3 million. The shares were exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof and Rule 506 of Regulation D promulgated thereunder. On June 7, 2002, Concurrent filed a Form S-3 registration statement registering the resale of the shares (File No. 333-90056) that was declared effective on June 20, 2002 by the Securities and Exchange Commission. Concurrent also entered into a Strategic Alliance Agreement under which it agreed to jointly develop and market an integrated end-to-end solution to enable broadband telecommunications carriers to provide broadcast television, interactive television, and video-on-demand services to subscribers on digital subscriber line transportation networks. In exchange for its investment, Concurrent also received a warrant for 400,000 series C shares of Thirdspace. The warrant is exercisable beginning December 19, 2002. Concurrent also loaned Thirdspace $6 million in two installments on March 19 and September 3, 2002, in exchange for a long-term convertible note receivable, bearing interest at 8% annually, with interest payments first due December 31, 2002, and semi-annually, thereafter. Concurrent has a security interest in all

31

of the assets of Thirdspace, which is subject to a prior lien on Thirdspace's intellectual property securing an obligation of $5 million. Other than the prior lien on Thirdspace's intellectual property, Concurrent's security interest ranks ratably with those of other secured creditors.

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected historical consolidated financial data which has been derived from Concurrent's audited consolidated financial statements. The information set forth below is not necessarily indicative of the results of future operations and should be read in conjunction with, and is qualified by reference to, Concurrent's financial statements and related notes thereto included elsewhere herein and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

                         SELECTED CONSOLIDATED FINANCIAL DATA
                   (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                     YEAR ENDED JUNE 30,
                              --------------------------------------------------------
INCOME STATEMENT DATA             2002        2001        2000         1999     1998
----------------------------  ------------  --------  -------------  --------  -------
Net sales                     $     89,369  $72,821   $  68,090      $69,963   $82,215
Gross margin                        44,566   33,020      31,743       35,337    40,390
Operating income (loss)              3,679   (5,591)    (23,987)(1)   (1,289)    3,311
Net income (loss)                    4,383   (6,189)    (23,715)(1)   (1,665)    3,414
Net income (loss) per share
   Basic                      $       0.07  $ (0.11)  $   (0.46)(1)  $ (0.03)  $  0.07
   Diluted                    $       0.07  $ (0.11)  $   (0.46)(1)  $ (0.03)  $  0.07

                                                     AT JUNE 30,
                              --------------------------------------------------------
BALANCE SHEET DATA                2002       2001          2000        1999      1998
----------------------------  ------------  --------  -------------  --------  -------

Cash and cash equivalents     $     30,519  $ 9,460   $     10,082   $ 6,872   $ 5,733
Working capital                     43,545   14,824         15,383    14,694    13,652
Total assets                        98,688   57,052         57,078    40,569    46,235
Stockholders' equity                69,224   33,283         38,271    26,011    25,510
Book value per share          $       1.12  $  0.60   $       0.71   $  0.54   $  0.54

(1)  In  October  1999, Concurrent acquired Vivid Technology. In connection with
     the  acquisition,  management placed a value of $14.0 million on in-process
     research  and development based on valuation methods it deemed appropriate.
     This  entire  amount was written off as required by the purchase accounting
     rules.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements and the notes thereto which appear elsewhere herein. The following discussion contains forward-looking statements that reflect Concurrent's plans, estimates and beliefs. Concurrent's actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below, elsewhere herein and in other filings made with the Securities and Exchange Commission.

OVERVIEW

Concurrent operates its business as two distinct divisions, the Xstreme division and the Real-Time division. Concurrent created the Xstreme division to capitalize on the increasing opportunities in the emerging digital television services market and focus on the development and sale of digital VOD systems to cable providers that are upgrading their networks to support digital services. Although almost all of Concurrent's revenues prior to fiscal 2000 were derived from its Real-Time division, Concurrent expects in the near term that a majority of its growth will come from its Xstreme division. VOD revenues result from the sale of VOD systems and related services primarily to cable television providers in North America, and to a lesser extent, to DSL service providers and cable service providers, internationally.

In October 1999, Concurrent acquired one of its competitors, Vivid Technology, for 2,233,699 shares of Common Stock and options to purchase 378,983 shares of Common Stock. The acquisition resulted in a $14.0 million non-cash one-time charge for the write-off of in-process research and development related to acquired computer software technology. The acquisition was treated as a purchase for accounting purposes, and accordingly, the assets and liabilities acquired were recorded based on their fair values at the date of acquisition.

In 1996, Concurrent acquired the real-time computer division of Harris Computer Systems Corporation, creating one of the largest real-time computer systems companies in the country. Over the past several years, the real-time computer processing industry has seen a significant shift in demand from high-priced, proprietary real-time systems to lower-priced, open server systems. High performance processing in the past required a large, expensive computer system with significant proprietary and customized software. Today, these requirements are often met by much smaller and less expensive computers with off-the-shelf computer hardware and software. As a result, Concurrent's revenues from both real-time products and services have been declining. Real-Time revenues consist of real-time computer system sales to prime contractors, domestic and foreign government agencies, commercial corporations, and fees for maintenance and other services provided to Concurrent's real-time customers.

Concurrent recognizes revenue from customer service plans ratably over the term of each plan, typically one year.

Custom engineering and integration services performed by the Real-Time division are typically completed within 90 days from receipt of an order. Revenues from these services are recognized upon completion and delivery of the software solution to the customer.

Cost of sales consists of the cost of the computer systems sold, including labor, material, overhead and third party product costs. Cost of sales also includes the salaries, benefits and other costs of the maintenance, service and help desk personnel associated with product installation and support activities.

Sales and marketing expenses consist primarily of the salaries, benefits and travel expenses of Concurrent employees responsible for acquiring new business and maintaining existing customer relationships, as well as marketing expenses related to trade publications, advertisements and trade shows. Management expects these expenses to increase as Concurrent continues to expand its VOD business and attract new customers.

Research and development expenses are comprised of salaries and benefits of Concurrent employees involved in hardware and software product and enhancement development. All development costs are expensed as incurred. Management expects to increase the development staff to investigate and develop follow-on

33

VOD offerings, including next generation products, as well as new software applications.

General and administrative expenses consist primarily of salaries and benefits of management and administrative personnel, general office administration expenses such as rent and occupancy costs, telephone expenses and fees for legal, accounting and other professional services. Management anticipates that administrative costs will increase as Concurrent expands its VOD business.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Revenue Recognition

Video-on-demand and real-time system revenues are recognized based on the guidance in American Institute of Certified Public Accountants Statement of Position 97-2, "Software Revenue Recognition". Concurrent recognizes revenue from video-on-demand and real-time systems when: (1) persuasive evidence of an arrangement exists; (2) the system has been shipped; (3) the fee is fixed or determinable; and (4) collectibility of the fee is probable. Under multiple element arrangements, Concurrent allocates revenue to the various elements based on vendor-specific objective evidence ("VSOE") of fair value. Concurrent's VSOE of fair value is determined based on the price charged when the same element is sold separately. Determination of criteria (3) and (4) are based on management's judgements regarding the fixed nature of the fee charged for products and services delivered and the collectibility of those fees. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected.

In certain instances, Concurrent's customers require significant customization of both software and hardware products and, therefore, revenues are recognized as long term contracts using the percentage-of-completion method, which relies on estimates of total expected contract revenue and costs. Concurrent follows this method since reasonably dependable estimates of the revenue and costs applicable to various stages of a contract can be made. Recognized revenues and profit are subject to revisions as the contract progresses to completion. Revisions in profit estimates are charged to income in the period in which the facts that give rise to the revision become known.

Valuation and Accrual of Non-Cash Warrants

Concurrent entered into a three-year definitive purchase agreement with Comcast Cable in March of 2001, providing for the sale of VOD equipment. As part of that agreement, Concurrent agreed to issue three types of warrants (See Note 18 to the consolidated financial statements).

Concurrent recognized the value of the Initial Warrant as a reduction of revenue in the quarter ended March 31, 2001. Concurrent recognizes the value of Performance Warrants and Cliff Warrants as an adjustment to revenue over the term of the agreement as Comcast purchases additional VOD servers from Concurrent and makes the service available to its customers.

The value of the warrants is determined using the Black-Scholes valuation model. The weighted assumptions used for the quarter ended June 30, 2002 were:
expected dividend yield - 0%; risk free interest rate - 3.7%; expected life - 4 years; expected volatility - 117%. Concurrent adjusts the value of the earned but unissued warrants on a quarterly basis using the valuation option-pricing model until the warrants are actually issued. The value of the new warrants earned and any adjustments in value for warrants previously earned is determined using the Black-Scholes valuation model and recognized as part of revenue on a quarterly basis. To the extent the above assumptions change on a periodic basis, or the number of subscribers capable of receiving VOD increases or decreases, revenue and gross margins may be positively or negatively impacted.

In accordance with a five-year definitive agreement with Scientific Atlanta, Inc. ("SAI") executed in August of 1998, Concurrent agreed to issue warrants to SAI upon achievement of pre-determined revenue targets. The value of these warrants cannot exceed 5% of applicable revenue and the number of shares related to the warrant are determined using the Black-Scholes valuation model and cannot exceed 888,888 shares for every $30 million of revenue from the sale of VOD servers using the SAI platform. The value of these warrants cannot impact gross margin by more than $1.5 million per $30 million of applicable revenue.

34

Concurrent accrues for this cost as a part of cost of sales at the time of recognition of applicable revenue.

Warranty Accrual/Maintenance Revenue Deferral

Concurrent either accrues the estimated costs to be incurred in performing warranty services at the time of revenue recognition and shipment of the servers, or defers revenue associated with the maintenance services to be provided during the warranty period based upon the value for which Concurrent would sell such services separately, depending upon the specific terms of the customer agreement. Concurrent's estimate of costs to service its warranty obligations is based on historical experience and expectation of future conditions. To the extent Concurrent experiences increased warranty claim activity or increased costs associated with servicing those claims, its warranty accrual will increase resulting in decreased gross margin.

Inventory Valuation Reserves

Concurrent provides for inventory obsolescence based upon assumptions about future demand, market conditions and anticipated timing of the release of next generation products. If actual market conditions or future demand are less favorable than those projected by management, or if next generation products are released earlier than anticipated, additional inventory write-downs may be required.

Impairment of Goodwill

At June 30, 2002, Concurrent had $10.7 million of goodwill. In assessing the recoverability of Concurrent's goodwill, Concurrent must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. If the estimates or their related assumptions change in the future, Concurrent may be required to record impairment charges for these assets not previously recorded. In connection with the adoption of SFAS 142, Concurrent was required to perform an impairment assessment within six months of its July 1, 2001 adoption. Concurrent completed this transitional impairment test during its quarter ended September 30, 2001 and deemed that no impairment loss was necessary. Any subsequent impairment losses, if any, will be reflected in operating income in the income statement.

Valuation of Deferred Tax Assets

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. At June 30, 2002 and June 30, 2001, substantially all of the deferred tax assets have been fully reserved due to the tax operating losses for the past several years and the inability to assess as more likely than not the likelihood of generating sufficient future taxable income to realize such benefits.

Investment In and Receivable from Minority Owned Company

At June 30, 2002, Concurrent had a $7 million minority interest in Thirdspace, as well as a $3 million long-term note receivable due from Thirdspace. The fair value of the long-term investment in and note receivable from Thirdspace is dependent on the performance of Thirdspace, as well as the volatility inherent in the external markets for Thirdspace. In assessing potential impairment for this investment and note receivable, Concurrent will consider these factors as well as forecasted financial performance of Thirdspace. If actual results do not meet previous forecasts, if substantial changes in forecasts occur, or if the market in which Thirdspace competes deteriorates significantly, Concurrent may have to record impairment charges.

SELECTED OPERATING DATA AS A PERCENTAGE OF NET SALES

The following table sets forth selected operating data as a percentage of total revenue for certain items in Concurrent's consolidated statements of operations for the periods indicated.

35

                                                    YEAR ENDED JUNE 30,
                                                  -----------------------
                                                   2002    2001    2000
                                                  ------  ------  -------
Revenues:
  Product sales
    Real-time systems                              24.2%   35.3%    39.8%
    Video-on-demand systems                        53.7    32.7     17.6
                                                  ------  ------  -------
      Total product sales                          77.9    68.0     57.4
  Service and other                                22.1    32.0     42.6
                                                  ------  ------  -------
      Total                                       100.0   100.0    100.0

Cost of sales (% of respective sales category)
  Product sales
    Real-time systems                              39.7    54.8     45.5
    Video-on-demand systems                        51.4    55.0     65.0
                                                  ------  ------  -------
      Total product sales                          47.7    54.9     51.5
  Service and other                                58.5    54.2     56.0
                                                  ------  ------  -------
      Total                                        50.1    54.7     53.4
                                                  ------  ------  -------

Gross margin                                       49.9    45.3     46.6

Operating expenses:
  Sales and marketing                              19.0    22.1     29.8
  Research and development                         17.1    15.9     14.4
  General and administrative                        9.7    15.0     13.6
  Cost of purchased in-process research and
    development                                       -       -     20.6
  Relocation and restructuring                        -       -      3.5
                                                  ------  ------  -------
      Total operating expenses                     45.8    53.0     81.8
                                                  ------  ------  -------

Operating income (loss)                             4.1    (7.7)   (35.2)

Interest expense                                   (0.1)   (0.3)    (0.2)
Interest income                                     1.0     0.4      0.5
Other non-recurring items                             -       -      1.1
Other income (expense) - net                       (0.1)   (0.1)    (0.1)
                                                  ------  ------  -------

Income (loss) before provision for income taxes     4.9    (7.7)   (33.9)

Provision for income taxes                            -     0.8      0.9
                                                  ------  ------  -------

Net income (loss)                                   4.9%  (8.5)%  (34.8)%
                                                  ======  ======  =======

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RESULTS OF OPERATIONS

FISCAL YEAR 2002 IN COMPARISON TO FISCAL YEAR 2001

Product Sales. Total product sales for fiscal year 2002 were $69.6 million, an increase of $20.0 million or 40.4% from fiscal year 2001. The increase is the result of the $24.2 million increase in sales of VOD systems to $48.0 million in fiscal year 2002 from $23.8 million in fiscal year 2001. The increase in VOD product sales is primarily due to the increase in VOD server purchases from AOL Time Warner and Cox Communications, which accounted for approximately 57.1% and 24.0%, respectively, of VOD system revenue during the fiscal year ended June 30, 2002. These increased server purchases are directly related to the increase in the number of cable markets where VOD is being deployed, combined with increased digital penetration in markets where VOD was previously deployed. Partially offsetting the increase in VOD product sales is the continued decline in sales of real-time computer systems. Sales of real-time products decreased 16.1% to $21.6 million in fiscal year 2002 from $25.7 million in fiscal year 2001, primarily due to the non-recurring revenue recognized in fiscal 2001 from a contract with Hamilton-Sunstrand, a United Technology Company, for testing of aircraft power subsystems, which included production and development systems and engineering and training services.

Service and Other Sales. Service and other sales decreased 14.9% to $19.8 million in fiscal year 2002 from $23.3 million in fiscal year 2001. The decline results primarily from customers switching from proprietary real-time systems to Concurrent's open systems which are less expensive to maintain, and from the cancellation of other proprietary computer maintenance contracts as the machines are removed from service.

Gross Margin. The gross margin increased by $11.6 million to $44.6 million in fiscal year 2002 from $33.0 million in fiscal year 2001. The gross margin as a percentage of sales increased to 49.9% in fiscal year 2002 from 45.3% in fiscal year 2001. VOD product gross margins increased to 48.6% for fiscal year 2002 from 45.0% for fiscal year 2001 due to (1) a cost reduction in the MediaHawk 3000 video server, (2) an increase in sales volume and certain fixed customer service and support costs being spread over higher sales, and (3) a more favorable product mix resulting from sales of more fully configured video servers with higher video stream capacity. The gross margin on sales of real-time products increased to 60.3% of sales in fiscal year 2002 from 45.2% in fiscal year 2001 primarily as a result of the reduction in large-scale integration projects with lower gross margins and an increase in demand for the higher margin PowerMAXION hardware and software products. The gross margin on service and other sales declined to 41.5% for fiscal year 2002 from 45.8% for fiscal year 2001 because, as service revenues continue to decline, service expenses have been reduced on a less than pro-rata basis to ensure quality service and to fulfill contractual agreements.

Sales and Marketing. Sales and marketing expenses decreased as a percentage of sales to 19.0% for fiscal year 2002 from 22.1% for fiscal year 2001. These expenses increased 5.4% to $17.0 million in fiscal year 2002 from $16.1 million in fiscal year 2001, primarily due to a $0.9 million increase in domestic VOD sales and marketing personnel costs, as well as a $0.2 million increase in VOD sales and marketing department travel expenses. This increase was partially offset by a $0.4 million decrease in domestic real-time sales commissions that were generated by sales to a single real-time customer in fiscal year 2001.

Research and Development. Research and development expenses increased as a percentage of sales to 17.1% in fiscal year 2002 from 15.9% in fiscal year 2001. These expenses increased 32.1% to $15.3 million in fiscal year 2002 from $11.6 million in fiscal year 2001 due to personnel additions in both the real-time and VOD research and development departments. The Real-Time division's research and development expense increased $1.9 million, primarily due to additional resources required for development of the new Linux based real-time operating system. The Xstreme division also added new development staff in fiscal year 2002 to focus on TV Guide integrations, targeted and interactive advertising integration, development of Concurrent's personal video channel (pVC(TM)) technology, and next generation server and server architectures. The additional VOD research and development personnel resulted in a $1.6 million increase in VOD research and development expenses in fiscal 2002 compared to the prior year.

General and Administrative. General and administrative expenses decreased as a percentage of sales to 9.6% in fiscal 2002 from 15.0% in fiscal 2001. These

37

expenses decreased to $8.6 million in fiscal year 2002 from $10.9 million in fiscal year 2001, primarily due to a non-recurring $1.2 million severance charge recorded in fiscal year 2001. In addition, after the July 1, 2001 implementation of SFAS 142, goodwill relating to the acquisition of Vivid Technology, Inc. is no longer amortized. Discontinuation of this goodwill amortization expense decreased VOD general and administrative expense by $1.3 million for fiscal year 2002 compared to the prior year. Furthermore, accounting related costs decreased $0.2 million due to consolidation of accounting departments that existed in both Duluth, GA and Ft. Lauderdale, FL during part of fiscal year 2001. These decreases were partially offset by a $0.4 million increase in insurance expense and $0.2 million increase in bad debt expense for fiscal year 2002 compared to fiscal year 2001.

Interest income. Interest income increased $0.5 million to $0.8 million in fiscal 2002 from $0.3 million in fiscal 2001 primarily due to the earnings from investing the net proceeds from the private placement of 5.4 million shares of common stock that was completed in July 2001.

Income Taxes. No income tax provision was recorded in fiscal year 2002 on pretax income of $4.4 million due to the utilization of previously unrecognized tax net operating loss carryovers.

Net Income (Loss). The net income for fiscal year 2002 was $4.4 million or $0.07 per basic and diluted share compared to a net loss of $6.2 million or $0.11 per basic and diluted share in fiscal year 2001.

FISCAL YEAR 2001 IN COMPARISON TO FISCAL YEAR 2000

Product Sales. Total product sales for fiscal year 2001 were $49.6 million, an increase of $10.5 million or 26.8% from fiscal year 2000. The increase is the result of the $11.8 million increase in sales of VOD systems to $23.8 million in fiscal year 2001 from $12.0 million in fiscal year 2000. The increase in VOD product sales is primarily due to the increase in VOD server purchases from two domestic cable operators, which respectively accounted for approximately 42.6% and 27.2% of VOD system revenue during the fiscal year ended June 30, 2001. Partially offsetting this increase is the continued decline in sales of real-time computer systems. Sales of real-time products decreased 5.1% to $25.7 million in fiscal year 2001 from $27.1 million in fiscal year 2000 due to the continued decline in sales volume.

Service and Other Sales. Service revenues decreased 19.8% to $23.3 million in fiscal year 2001 from $29.0 million in fiscal year 2000. The decline resulted from customers switching from proprietary real-time systems to Concurrent's open systems which are less expensive to maintain, and due to the cancellation of other proprietary computer maintenance contracts as the machines are removed from service.

Gross Margin. Gross margin increased 4.0% to $33.0 million in fiscal year 2001 from $31.7 million in fiscal year 2000. The gross margin as a percentage of sales decreased to 45.3% in fiscal year 2001 from 46.6% in fiscal year 2000 due primarily to the lower real-time product margins in fiscal year 2001. Real-time product margins decreased to 45.2% in fiscal year 2001 from 54.5% in fiscal year 2000 because of lower margins from a large real-time customer contract which required integration of third-party equipment and service and support resources at lower gross margins, and due to the competitive bid to secure the contract from the customer. Partially offsetting lower real-time margins, VOD product margins increased to 45.0% in fiscal year 2001 from 35.0% in fiscal year 2000 due to certain fixed customer service and support costs being spread over higher revenues.

Sales and Marketing. Sales and marketing expenses decreased as a percentage of sales to 22.1% in fiscal year 2001 from 29.8% in fiscal year 2000. These expenses decreased 20.7% to $16.1 million in fiscal year 2001 from $20.3 million in fiscal year 2000. The decrease is primarily the result of deliberate, worldwide cost reduction efforts in the Real-Time division of $3.9 million.

Research and Development. Research and development expenses increased as a percentage of sales to 15.9% in fiscal year 2001 from 14.4% in fiscal year 2000. These expenses increased 18.5% to $11.6 million in fiscal year 2001 from $9.8 million in fiscal year 2000. This increase is primarily due to a $2.2 million increase in VOD research and development personnel costs related to VOD server hardware and software development. This increase is offset by $0.7 million of deliberate, worldwide cost reduction efforts in the Real-Time division.

38

General and Administrative. General and administrative expenses increased as a percentage of sales to 15.0% in fiscal year 2001 from 13.6% in fiscal year 2000. These expenses increased 17.7% to $10.9 million in fiscal year 2001 from $9.3 million in fiscal year 2000 primarily due to a $1.2 million severance charge, $0.7 million of additional costs from the growth of Xstreme division management and other corporate executive and administrative personnel, $0.4 million increase in goodwill amortization and $0.3 million of additional bad debt expense. This increase is offset by $1.1 million of deliberate, worldwide cost reduction efforts in the Real-Time division.

Other. Included in operating expenses in fiscal year 2000 is a $14.0 million non-cash charge for the write-off of in-process research and development in connection with the acquisition of Vivid Technology and a $2.4 million restructuring and relocation provision for personnel reduction costs in the Real-Time division and the relocation of the corporate headquarters and Xstreme division offices to Atlanta, Georgia.

Included in other non-recurring items in fiscal year 2000 is a $0.8 million gain related to the sale of the stock of Concurrent Vibrations, one of Concurrent's French subsidiaries, to Data Physics, Inc.

Income Taxes. Income tax expense of $0.6 million was recorded in fiscal year 2001 on a pre-tax loss of $5.6 million due to the inability to recognize the tax benefit of the current period net operating loss and the non-deductible amortization of goodwill and other assets received in the acquisition of Vivid Technology.

Net Loss. The net loss for fiscal year 2001 was $6.2 million or $0.11 per share compared to a net loss of $23.7 million or $0.46 per share in fiscal year 2000.

ACQUISITION OF VIVID TECHNOLOGY, INC.

On October 28, 1999, Concurrent acquired Vivid Technology, a former competitor in the VOD industry. Vivid Technology's interactive stand-alone video-on-demand system ("Vivid VOD system") was specifically being designed to integrate with the most popular digital set-top boxes manufactured by Motorola. The Vivid VOD system was also expected to be compatible with the digital set-top boxes manufactured by other leading cable operators such as Philips, Panasonic and Sony. The Vivid VOD system was based on a cluster of Microsoft Windows NT computers with proprietary hardware and software added to provide high video streaming capacity and fault tolerance. The Vivid VOD system was also being designed to eventually provide VOD service including pause, rewind, and fast forward VCR-like functions. The Vivid VOD system would also provide necessary back-office support software for video content management, video selection graphical user interface, subscriber management, purchase management, billing interfaces, content provider account settlement and consumer marketing feedback. In addition, the Vivid VOD system was being designed to support other interactive applications such as on-line banking, home shopping, merchandising and on-demand/addressable advertising.

The in-process research and development acquired was estimated to be 80% complete at the date of acquisition and was estimated to cost an additional $650,000 to complete the VOD system technology project in December of 2000. A variety of tasks were yet to be completed which would be required in order for the Vivid Technology VOD system to be deployed on a commercial basis:

- The Content Manager, which is used to load movies from content providers, did not have the functionality necessary to create a royalty payment affidavit which is required for the cable operators to pay the required royalties to the content providers. Also, the Content Manager, which has been implemented, using a SQL database, needed to be ported to other relational databases such as Oracle to support high end database applications.

- The Resource Manager had been alpha tested; however, an advanced beta test had not been completed which would validate its ability to scale up to the required number of subscribers or connections in an actual commercial deployment.

- The Subscriber Manager, which had been implemented using a SQL database, needed to be ported to other relational databases such as Oracle to support high end data base applications.

- The Set Top VOD Application needed to be tested under advanced beta test conditions to ensure that the back channel key stroke system performance can fulfill operational requirements.

39

- The Hub Server, or video pump, needed to be tested under full load in an operational environment to ensure stability over an extended period of time. The random conditions resulting from the in home use of tens of thousands of subscribers can only be simulated in an advanced beta test which had yet to be performed.

The method used to allocate the purchase consideration to in-process research and development ("IPR&D") was the modified income approach. Under the income approach, fair value reflects the present value of the projected free cash flows that will be generated by the IPR&D project and that is attributable to the acquired technology, if successfully completed. The modified income approach takes the income approach, modified to include the following factors:

- Analysis of the stage of completion of each project;

- Exclusion of value related to research and development yet-to-be completed as part of the on-going IPR&D projects; and

- The contribution of existing products/technologies.

The projected revenues used in the income approach were based upon the incremental revenues likely to be generated upon completion of the project and the beginning of commercial sales of the Vivid VOD system, as estimated by management to begin in the quarter ended December 31, 2000. The projections assumed that the Vivid VOD system would be successful and the products' development and commercialization were as set forth by management. The discount rate used in this analysis was an after-tax rate of 28%.

Subsequent to the acquisition date, Concurrent decided to merge the Vivid VOD system and the Concurrent VOD system into one standard VOD platform. Concurrent began shipping the new hardware platform at the end of the quarter ended September 30, 2000. Initially, the new hardware platform had two software alternatives, one which is compatible with digital set-top boxes manufactured by Motorola, using core software technology developed by and purchased from Vivid, and one which is compatible with digital set-top boxes manufactured by Scientific-Atlanta, Inc.

LIQUIDITY AND CAPITAL RESOURCES

Concurrent's liquidity is dependent on many factors, including sales volume, operating profit and the efficiency of asset use and turnover. Concurrent's future liquidity will be affected by, among other things:

- The actual versus anticipated decline in sales of real-time proprietary systems and service maintenance revenue;
- Revenues from open real-time systems;
- Revenue growth from VOD systems and the pace at which MSOs implement VOD technology;
- Ongoing cost control actions and expenses, including for example, research and development and capital expenditures;
- The margins on the VOD and real-time businesses;
- The ability to raise additional capital, if necessary;
- Timing of product shipments which occur primarily during the last month of the quarter;
- The percentage of sales derived from outside the United States where there are generally longer accounts receivable collection cycles and which receivables are not included in the borrowing base of the revolving credit facility; and
- The number of countries in which Concurrent operates, which may require maintenance of minimum cash levels in each country and, in certain cases, may restrict the repatriation of cash, such as cash held on deposit to secure office leases.

Concurrent provided cash of $5.8 million from operating activities in fiscal year 2002 compared to using cash of $0.2 million in fiscal year 2001, primarily due to the smaller operating loss generated by the VOD business during

40

fiscal year 2002. Concurrent has available a $5 million revolving credit facility with Wachovia Bank which expires December 31, 2002. Borrowings under the facility are limited to 85% of eligible accounts receivable and bear interest at between prime plus .75% or between LIBOR plus 2.25% and LIBOR plus 3.00% depending on Concurrent's ratio of Consolidated Funded Debt (as defined in the credit facility) to EBITDA. Concurrent has pledged substantially all of its assets as collateral for the facility. No borrowings were outstanding under the credit facility at June 30, 2002. The credit facility contains financial covenants which limit the ratio of total liabilities to tangible net worth, the ratio of funded debt to EBITDA, and which require Concurrent to achieve on a quarterly basis minimum EBITDA in each of Concurrent's operating divisions. Concurrent was in compliance with these covenants as of June 30, 2002. Concurrent intends to investigate the extension of its line of credit prior to its expiration.

Concurrent invested $4.5 million in property, plant and equipment during fiscal year 2002 compared to $3.8 million during fiscal year 2001. Current year capital expenditures relate primarily to product development, testing and demonstration equipment for Concurrent's Xstreme division, and for real-time and VOD manufacturing equipment in Fort Lauderdale, FL. In March 2002, Concurrent made a $4.0 million cash investment for a minority interest in Thirdspace Living Limited and loaned Thirdspace $3.0 million in exchange for a long-term note receivable. Thirdspace is based in London, England and is a closely-held, software and services business offering interactive and on-demand television solutions for DSL and other broadband networks. Concurrent completed its obligation of providing an additional $3 million loan to Thirdspace in September of 2002. Both notes have a four year term and bear interest at 8% per annum, with interest payments commencing on December 31, 2002, and semi-annually, thereafter. Concurrent also made a cash investment of $0.5 million for a minority interest in Everstream, Inc., which specializes in broadband advertising systems, software, infrastructure, and related integration services.

Concurrent received $24.0 million in net proceeds from a private placement of 5.4 million shares of common stock on July 19, 2001, such shares having subsequently been registered with the Securities and Exchange Commission in a filing on Form S-3.

Concurrent also received $3.5 million and $3.9 million from the issuance of common stock to employees and directors who exercised stock options during fiscal years 2002 and 2001, respectively.

At June 30, 2002, Concurrent had working capital of $43.5 million and had no material commitments for capital expenditures. Management of Concurrent believes that the existing cash balances including the proceeds from the private placement, available credit facility and funds generated by operations will be sufficient to meet the anticipated working capital and capital expenditure requirements for the next 12 months.

NEW ACCOUNTING STANDARDS NOT YET ADOPTED

In August 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143"). SFAS 143 establishes financial accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The liability is accreted to its present value each period while the cost is depreciated over its useful life. Concurrent will adopt SFAS 143 for our fiscal year beginning July 1, 2002. Management believes the adoption of the provisions of this statement will not have a material impact on Concurrent's consolidated financial statements.

In October 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which superseded the accounting and reporting provisions of SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("SFAS 121"), and APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" ("APB 30"). Concurrent will adopt SFAS 144 for our fiscal year beginning July 1, 2002. Management believes the adoption of the provisions of this statement will not have a material impact on Concurrent's consolidated financial statements. Through the end of fiscal 2002, Concurrent evaluated long-lived assets for impairment in accordance with SFAS 121.

41

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity. This statement is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. Management believes the adoption of the provisions of this statement will not have a material effect on Concurrent's consolidated financial statements.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

Concurrent's only significant contractual obligations and commitments relate to certain operating leases for sales, service and manufacturing facilities in the United States, Europe and Asia.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made or incorporated by reference in this Report on Form 10-K may constitute "forward-looking statements" within the meaning of the federal securities laws. When used or incorporated by reference in this prospectus, the words "believes," "expects," "estimates" and similar expressions are intended to identify forward-looking statements. Statements regarding future events and developments and our future performance, as well as our expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. All forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected. The risks and uncertainties which could affect Concurrent's financial condition or results of operations include, without limitation:

- availability of video-on-demand content;
- delays or cancellations of customer orders;
- changes in product demand;
- economic conditions;
- various inventory risks due to changes in market conditions;
- uncertainties relating to the development and ownership of intellectual property;
- uncertainties relating to our ability and the ability of other companies to enforce their intellectual property rights;
- the pricing and availability of equipment, materials and inventories;
- the limited operating history of our video-on-demand segment;
- the concentration of our customers;
- failure to effectively manage growth;
- delays in testing and introductions of new products;
- rapid technology changes;
- demand shifts from high-priced, proprietary real-time systems to low-priced, open server systems;
- system errors or failures;
- reliance on a limited number of suppliers;
- uncertainties associated with international business activities, including foreign regulations, trade controls, taxes, and currency fluctuations;
- the highly competitive environment in which we operate; and
- the entry of new well-capitalized competitors into our markets.

Other important risk factors are discussed under the heading "Risk Factors".

Our forward-looking statements are based on current expectations and speak only as of the date of such statements. Concurrent undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

42

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Concurrent is exposed to market risk from changes in interest rates and foreign currency exchange rates. Concurrent is exposed to the impact of interest rate changes on its short-term cash investments, which are backed by U.S. government obligations, and other investments in respect of institutions with the highest credit ratings, all of which have maturities of three months or less. These short-term investments carry a degree of interest rate risk. Concurrent believes that the impact of a 10% increase or decline in interest rates would not be material to its investment income.

Concurrent conducts business in the United States and around the world. The most significant foreign currency transaction exposures relate to the United Kingdom, those Western European countries that use the Euro as a common currency, Australia, and Japan. Concurrent does not hedge against fluctuations in exchange rates and believes that a hypothetical 10% upward or downward fluctuation in foreign currency exchange rates relative to the United States dollar would not have a material impact on future earnings, fair values, or cash flows.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements and supplementary data for Concurrent are included herein.

PAGE

Independent  Auditors'  Report                                               49

Consolidated Balance Sheets as of June 30, 2002 and 2001                     50

Consolidated Statements of Operations for each of the three years            51
in the period ended June 30, 2002

Consolidated Statements of Stockholders' Equity and Comprehensive Income     52
(Loss) for each of the three years in the period ended June 30, 2002

Consolidated Statements of Cash Flows for each of the three years            53
in the period ended June 30, 2002

Notes to Consolidated Financial Statements                                   54

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Registrant hereby incorporates by reference in this Form 10-K certain information contained under the caption "Election of Directors" in Registrant's Proxy Statement to be used in connection with its Annual Meeting of Stockholders to be held on October 25, 2002 ("Registrant's 2002 Proxy Statement").

The Registrant hereby incorporates by reference in this Form 10-K certain information contained under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in Registrant's 2002 Proxy Statement.

43

ITEM 11. EXECUTIVE COMPENSATION

The Registrant hereby incorporates by reference in this Form 10-K certain information contained under the caption "Executive Compensation" in the Registrant's 2002 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Registrant hereby incorporates by reference in this Form 10-K certain information contained under the caption "Common Stock Ownership of Management and Certain Beneficial Owners" in Registrant's 2002 Proxy Statement.

The Registrant knows of no contractual arrangements, including any pledge by any person of securities of the Registrant, the operation of which may at a subsequent date result in a change in control of the Registrant.

The following table gives information about Concurrent's common stock that may be issued upon the exercise of options under all of Concurrent's existing equity compensation plans as of June 30, 2002, including Concurrent's 1991 Restated Stock Option Plan, 2001 Stock Option Plan, 1999 Vivid Stock Option Plan and 2001 Rifenburgh Stock Option Plan.

                                    EQUITY COMPENSATION PLAN INFORMATION


                                NUMBER OF SECURITIES TO BE    WEIGHTED-AVERAGE       NUMBER OF SECURITIES
                                 ISSUED UPON EXERCISE OF      EXERCISE PRICE OF     REMAINING AVAILABLE FOR
                                   OUTSTANDING OPTIONS,      OUTSTANDING OPTIONS,    FUTURE ISSUANCE UNDER
PLAN CATEGORY                      WARRANTS AND RIGHTS       WARRANTS AND RIGHTS   EQUITY COMPENSATION PLANS
-------------                   --------------------------  ---------------------  -------------------------
Equity compensation plans
approved by security holders

     1991 Restated Stock
     Option Plan                                 4,479,978  $                7.60                        -0-

     2001 Stock Option
     Plan                                        1,081,000  $                6.49                  1,919,000
                                --------------------------  ---------------------  -------------------------
                                                 5,560,978  $                7.38                  1,919,000

Equity compensation plans not
approved by security holders
     1999 Vivid Stock
     Option Plan (1)                               232,166  $                0.37                        -0-

     2001 Rifenburgh
     Stock Option Plan (2)                          10,000  $               11.05                        -0-
                                --------------------------  ---------------------  -------------------------
                                                   242,166  $                0.81                        -0-
                                --------------------------  ---------------------  -------------------------

            Total                                5,803,144  $                7.11                  1,919,000
                                ==========================  =====================  =========================

(1) Relates to options issued in 1999 associated with the acquisition of Vivid Technology. See Note 3 of our Notes to Consolidated Financial Statements which discusses Concurrent's acquisition of Vivid Technology.
(2) Relates to 10,000 options issued to Richard Rifenburgh, a former director, in connection with his retirement from the Board of Directors. The option vested immediately and has a ten year term.

44

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Registrant hereby incorporates by reference in this Form 10-K certain information contained under the caption "Certain Relationships and Related Transactions" in Registrant's 2002 Proxy Statement.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) (1) Financial Statements Filed As Part Of This Report:

Independent Auditors' Report

Consolidated Balance Sheets as of June 30, 2002 and 2001

Consolidated Statements of Operations for each of the three years in the period ended June 30, 2002

Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss) for each of the three years in the period ended June 30, 2002

Consolidated Statements of Cash Flows for each of the three years in the period ended June 30, 2002

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules

Schedule II Valuation and Qualifying Accounts

All other financial statements and schedules not listed have been omitted since the required information is included in the Consolidated Financial Statements or the Notes thereto, or is not applicable, material or required.

(3) Exhibits

EXHIBIT       DESCRIPTION OF DOCUMENT

3.1     --    Restated Certificate of Incorporation of the Registrant.  (Incorporated by reference to the
              Registrant's Registration Statement on Form S-2 (No. 33-62440)).

3.2     --    Amended and Restated Bylaws of the Registrant. (Incorporated by reference to the Registrant's
              Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 1996).

3.3*    --    Certificate of Correction to Restated Certificate of Incorporation of the Registrant

3.4     --    Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock.
              (Incorporated by reference to the Form 8-A/A, dated August 9, 2002)

3.5     --    Amendment to Amended Certificate of Designations of Series A Participating Cumulative
              Preferred Stock (Incorporated by reference to the Form 8-A/A, dated August 9, 2002)

4.1     --    Form of Common Stock Certificate. (Incorporated by reference to the Registrant's Annual
              Report on Form 10-K for the fiscal year ended June 30, 1992).

4.2     --    Form of Rights Certificate (Incorporated by reference to the Registrant's Current Report on
              Form 8-K/A filed on August 12, 2002)


                                       45

4.3     --    Amended and Restated Rights Agreement dated as of August 7, 2002 between the Registrant
              and American Stock Transfer & Trust Company, as Rights Agent (Incorporated by reference to
              the Registrant's Current Report on Form 8-K/A filed on August 12, 2002)

4.4*    --    Warrant to purchase 50,000 shares of common stock of the Registrant dated March 29, 2001
              issued to Comcast Concurrent Holdings, Inc.

4.5*    --    Warrant to purchase 4,431 shares of common stock of the Registrant dated October 9, 2001
              issued to Comcast Concurrent Holdings, Inc.

4.6*    --    Warrant to purchase 261,164 shares of common stock of the Registrant dated April 1, 2002
              issued to Scientific-Atlanta, Inc.

4.7*    --    Warrant to purchase 52,511 shares of common stock of the Registrant dated January 15, 2002
              issued to Comcast Concurrent Holdings, Inc.

4.8*    --    Warrant to purchase 1,502 shares of common stock of the Registrant dated August 10, 2002
              issued to Comcast Concurrent Holdings, Inc.

10.1    --    1991 Restated Stock Option Plan (as amended as of October 26, 2000). (Incorporated by
              reference Exhibit A to the Registrant's Proxy Statement dated September 18, 2000).

10.2*   --    Richard Rifenburgh Non-Qualified Stock Option Plan and Agreement (Incorporated by
              reference to the Registrant's Registration Statement on Form S-8 (No. 333-82686).

10.3    --    Concurrent Computer Corporation 2001 Stock Option Plan (Incorporated by reference to
              Annex II to the Registrant's Proxy Statement dated September 19, 2001).

10.4    --    Form of Incentive Stock Option Agreement between the Registrant and its executive officers.
              (Incorporated by reference to the Registrant's Registration Statement on Form S-1. (No. 33-45871)).

10.5    --    Form of Non-Qualified Stock Option Agreement between the Registrant and its executive
               officers. (Incorporated by reference to the Registrant's Annual Report on Form 10-K for  the
               fiscal year ended June 30, 1997).

10.6    --    Form of Employment Agreement between the Registrant and its executive officers.
              (Incorporated by reference to of the Registrant's Annual Report on Form 10-K for the fiscal
              year ended June 30, 1991).

10.7    --    Amended and Restated Employment Agreement dated as of  November 15, 1999 between the
              Registrant and Steve G. Nussrallah. (Incorporated by reference to the Registrant's Quarterly
              Report on Form 10-Q for the fiscal quarter ended December 31, 1999).

10.8    --    Employment Agreement dated as of October 28, 1999 between the Registrant and Steven R.
              Norton. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the
              fiscal quarter ended December 31, 1999).

10.9    --    Employment Agreement dated as of July 10, 2000 between the Registrant and Jack A. Bryant.
              (Incorporated by reference to the Registrant's Annual Report on Form 10-K/A for the fiscal
              year ended June 30, 2000).

10.10   --    Employment Agreement dated as of December 13, 2000 between the Registrant and Paul C.
              Meyer (Incorporated by reference to the Registrant's Annual Report on Form 10-K/A for the
              fiscal year ended June 30, 2001).


                                       46

10.11*  --    Employment Agreement dated as of November 26, 2001 between the Registrant and Kirk
              Somers.

10.12*  --    Employment Agreement dated as of June 17, 2002 between the Registrant and Steve
              Necessary.

10.13*  --    Employment Agreement dated as of June 27, 1996 between the Registrant and Robert T.
              Menzel.

10.14*  --    Employment Agreement dated as of March 1, 1999 between the Registrant and David
              Nicholas.

10.15   --    Loan and Security Agreement between Concurrent Computer Corporation and Wachovia
              Bank, N.A., dated November 3, 2000. (Incorporated by reference to the Registrant's Quarterly
              Report on Form 10-Q for the fiscal quarter ended September 30, 2000).

10.16   --    Amendment No. 1 to Loan and Security Agreement between Concurrent Computer
              Corporation and Wachovia Bank, N.A., dated March 28, 2001 (Incorporated by reference to
              the Registrant's Annual Report on Form 10-K/A for the fiscal year ended June 30, 2001).

10.17   --    Amendment No. 2 to Loan and Security Agreement between Concurrent Computer
              Corporation and Wachovia Bank, N.A., dated September 14, 2001 (Incorporated by reference
              to the Registrant's Annual Report on Form 10-K/A for the fiscal year ended June 30, 2001).

10.18   --    Video-On-Demand Purchase Agreement, dated March 29, 2001, by and between Concurrent
              Computer Corporation and Comcast Cable Communications of Pennsylvania, Inc. (portions of
              the exhibit have been omitted pursuant to a request for confidential treatment) (Incorporated
              by reference to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
              March 31, 2001).

10.19   --    Registration Rights Agreement, dated March 29, 2001, between the Registrant and Comcast
              Concurrent Holdings, Inc. (Incorporated by reference to the Registrant's Registration
              Statement on Form S-3 (No. 333-72012).

10.20*  --    Letter Amendment, dated October 22, 2001, to Registration Rights Agreement between the
              Registrant and Comcast Concurrent Holdings, Inc. dated March 29, 2001.

10.21   --    Registration Rights Agreement, dated March 19, 2002 between Concurrent Computer
              Corporation and Thirdspace Living Limited (Incorporated by Reference to the Registrant's
              Current Report on Form 8-K filed on March 20, 2002).

10.22   --    Share Purchase and Warrant Agreement, dated March 19, 2002 between Concurrent Computer
              Corporation and Thirdspace Living Limited (Incorporated by Reference to the Registrant's
              Current Report on Form 8-K filed on March 20, 2002).

10.23   --    Strategic Alliance Agreement, dated March 19, 2002 between Concurrent Computer
              Corporation and Thirdspace Living Limited (Incorporated by Reference to the Registrant's
              Current Report on Form 8-K filed on March 20, 2002).

21.1*   --    List of Subsidiaries.

23.1*   --    Consent of Deloitte & Touche LLP.

99.1*   --    Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       47

99.2*   --    Certification of Chief Financial Officer, pursuant to 18 U.S.C .Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Included herewith.

(b) Reports On Form 8-K.

The following reports on Form 8-K were filed during the last quarter of the period covered by this report:

(1) Current Report on Form 8-K filed on April 25, 2002 relating to (i) the condensed consolidated balance sheets as of March 31, 2002 (unaudited) and June 30, 2001, (ii) the unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2002 and the three and nine months ended March 31, 2001 and (iii) the unaudited segment data for the three and nine months ended March 31, 2002 and the three and nine months ended March 31, 2001.

(2) Current Report on Form 8-K filed on June 7, 2002 relating to adoption of the Financial Accounting Standards Board Statement No. 142 ("FAS 142) at the beginning of Concurrent's fiscal 2002.

(3) Current Report on Form 8-K filed on June 21, 2002 relating to Steve Necessary joining the Company as the president of the Xstreme division.

48

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders of Concurrent Computer Corporation:

We have audited the accompanying consolidated balance sheets of Concurrent Computer Corporation and subsidiaries as of June 30, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity and comprehensive income (loss) and cash flows for each of the three years in the period ended June 30, 2002. Our audits also included the consolidated financial statement schedule for each of the three years in the period ended June 30, 2002 listed in the Index at Item 14(a)(2). These consolidated financial statements and consolidated financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Concurrent Computer Corporation and subsidiaries as of June 30, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2002, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such consolidated financial statement schedule for each of the three years in the period ended June 30, 2002, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

                            /s/ Deloitte & Touche LLP


Atlanta,  Georgia
August 2, 2002

49

                                CONCURRENT COMPUTER CORPORATION
                                  CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                                                                            JUNE 30,
                                                                                      ---------------------
                                                                                        2002        2001
                                                                                      ---------  ----------
                                            ASSETS
Current assets:
  Cash and cash equivalents                                                          $ 30,519   $   9,460
  Accounts receivable, less allowance for doubtful accounts
    of $965 at June 30, 2002 and $860 at June 30, 2001                                 23,894      14,348
  Inventories                                                                           6,822       7,187
  Deferred tax asset                                                                      870           -
  Prepaid expenses and other current assets                                             1,009       1,058
                                                                                     ---------  ----------
    Total current assets                                                               63,114      32,053

Property, plant and equipment - net                                                    10,696      10,484
Purchased developed computer software - net                                             1,393       1,583
Goodwill                                                                               10,744      10,744
Investment in minority owned companies                                                  7,814           -
Note receivable from minority owned company                                             3,000           -
Deferred tax asset                                                                      1,087       1,324
Other long-term assets - net                                                              840         864
                                                                                     ---------  ----------
Total assets                                                                         $ 98,688   $  57,052
                                                                                     =========  ==========

                                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses                                              $ 15,514   $  13,929
  Deferred revenue                                                                      4,055       3,300
                                                                                     ---------  ----------
    Total current liabilities                                                          19,569      17,229

Long-term liabilities:
  Deferred revenue                                                                      1,677       1,193
  Deferred tax liability                                                                1,634         663
  Other                                                                                 6,584       4,684
                                                                                     ---------  ----------
    Total liabilities                                                                  29,464      23,769

  Stockholders' equity:
  Shares of series preferred stock, par value $.01; 25,000,000 authorized; none issued      -           -
  Shares of class A preferred stock, par value $100; 20,000 authorized; none issued         -           -
  Shares of Series A participating cumulative preferred stock, par value $.01;              -           -
    300,000 authorized; none issued
  Shares of common stock, par value $.01; 100,000,000 authorized; 61,856,993 and          618         551
    55,061,838  issued at June 30, 2002 and 2001, respectively
  Capital in excess of par value                                                      172,929     140,352
  Accumulated deficit                                                                 (98,377)   (102,760)
  Treasury stock, at cost; 840 shares                                                     (58)        (58)
  Accumulated other comprehensive loss                                                 (5,888)     (4,802)
                                                                                     ---------  ----------
    Total stockholders' equity                                                         69,224      33,283
                                                                                     ---------  ----------

Total liabilities and stockholders' equity                                           $ 98,688   $  57,052
                                                                                     =========  ==========

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

50

                        CONCURRENT COMPUTER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                      YEAR ENDED JUNE 30,
                                                  -----------------------------
                                                    2002      2001      2000
                                                  --------  --------  ---------
Revenues:
  Product sales
    Real-time systems                             $21,601   $25,740   $ 27,122
    Video-on-demand systems                        47,961    23,814     11,952
                                                  --------  --------  ---------
      Total product sales                          69,562    49,554     39,074
  Service and other                                19,807    23,267     29,016
                                                  --------  --------  ---------
      Total                                        89,369    72,821     68,090

Cost of sales:
  Product sales
    Real-time systems                               8,586    14,102     12,345
    Video-on-demand systems                        24,629    13,091      7,766
                                                  --------  --------  ---------
      Total product sales                          33,215    27,193     20,111
  Service and other                                11,588    12,608     16,236
                                                  --------  --------  ---------
      Total                                        44,803    39,801     36,347
                                                  --------  --------  ---------

Gross margin                                       44,566    33,020     31,743

Operating expenses:
  Sales and marketing                              16,984    16,112     20,311
  Research and development                         15,291    11,579      9,775
  General and administrative                        8,612    10,920      9,277
  Cost of purchased in-process research and
    development                                         -         -     14,000
  Relocation and restructuring                          -         -      2,367
                                                  --------  --------  ---------
      Total operating expenses                     40,887    38,611     55,730
                                                  --------  --------  ---------

Operating income (loss)                             3,679    (5,591)   (23,987)

Interest expense                                      (76)     (214)      (127)
Interest income                                       828       302        316
Other non-recurring items                               -         -        761
Other expense - net                                   (48)      (86)       (78)
                                                  --------  --------  ---------

Income (loss) before provision for income taxes     4,383    (5,589)   (23,115)

Provision for income taxes                              -       600        600
                                                  --------  --------  ---------

Net income (loss)                                 $ 4,383   $(6,189)  $(23,715)
                                                  ========  ========  =========

Basic net income (loss) per share                 $  0.07   $ (0.11)  $  (0.46)
                                                  ========  ========  =========

Diluted net income (loss) per share               $  0.07   $ (0.11)  $  (0.46)
                                                  ========  ========  =========

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

51

                                                 CONCURRENT COMPUTER CORPORATION
                                             CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
                                              EQUITY AND COMPREHENSIVE INCOME (LOSS)
                                               (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                  FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED JUNE 30, 2002


                                              COMMON STOCK                               ACCUMULATED
                                           ------------------  CAPITAL IN                   OTHER
                                                        PAR    EXCESS OF   ACCUMULATED  COMPREHENSIVE   TREASURY STOCK
                                                                                                       ---------------
                                             SHARES    VALUE   PAR VALUE   DEFICIT      INCOME (LOSS)   SHARES    COST     TOTAL
                                           ----------  ------  ----------  ----------  --------------  -------  ------  ---------
Balance at June 30, 1999                   48,516,527  $  485  $   98,916  $ (72,856)  $        (476)    (840)  $ (58)  $ 26,011
Sale of common stock under stock plans      3,160,692      31       7,277                                                  7,308
Issuance of common stock related to
  acquisition of Vivid Technology           2,233,699      22      28,879                                                 28,901
Performance warrants                                                  322                                                    322
Comprehensive loss:
  Net loss                                                                   (23,715)                                    (23,715)
  Foreign currency translation adjustment                                                       (556)                       (556)
                                                                                                                         --------
    Total comprehensive loss                                                                                             (24,271)

                                           ----------  ------  ----------  ----------  --------------  -------  ------  ---------
Balance at June 30, 2000                   53,910,918     538     135,394    (96,571)         (1,032)    (840)    (58)    38,271
Sale of common stock under stock plans      1,150,920      13       3,903                                                  3,916
Performance warrants                                                1,055                                                  1,055
Comprehensive loss:
  Net loss                                                                    (6,189)                                     (6,189)
  Foreign currency translation adjustment                                                       (967)                       (967)
  Minimum pension liability adjustment                                                        (2,803)                     (2,803)
                                                                                                                         --------
    Total comprehensive loss                                                                                              (9,959)

                                           ----------  ------  ----------  ----------  --------------  -------  ------  ---------
Balance at June 30, 2001                   55,061,838     551     140,352   (102,760)         (4,802)    (840)    (58)    33,283
Sale of common stock under stock plans      1,103,694      10       3,537                                                  3,547
Issuance of common stock in private
  placement                                 5,400,000      54      23,891                                                 23,945
Issuance of common stock for purchase of
  investment in minority owned company        291,461       3       2,984                                                  2,987
Performance warrants                                                2,165                                                  2,165
Comprehensive income (loss):
  Net income                                                                   4,383                                       4,383
  Foreign currency translation adjustment                                                        513                         513
  Minimum pension liability adjustment                                                        (1,599)                     (1,599)
                                                                                                                         --------
    Total comprehensive income                                                                                             3,297

                                           ----------  ------  ----------  ----------  --------------  -------  ------  ---------
Balance at June 30, 2002                   61,856,993  $  618  $  172,929  $ (98,377)  $      (5,888)    (840)  $ (58)  $ 69,224
                                           ==========  ======  ==========  ==========  ==============  =======  ======  =========

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

52

                             CONCURRENT COMPUTER CORPORATION
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (IN THOUSANDS)

                                                                 YEAR ENDED JUNE 30,
                                                           ------------------------------
                                                             2002       2001      2000
                                                           ---------  --------  ---------
Cash flows provided by (used in) operating activities:
  Net income (loss)                                        $  4,383   $(6,189)  $(23,715)
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
    Write-off of in-process research and development              -         -     14,000
    Gain on sale of subsidiary                                    -         -       (761)
    Accrual of non-cash warrants                              2,165     1,055        322
    Depreciation and amortization                             5,008     5,995      6,145
    Provision for inventory reserves                            343     1,712        550
    Stock compensation                                            -         -        368
    Other non-cash expenses                                     519       597        289
    Decrease (increase) in assets, net of effect of
      acquisitions and dispositions:
        Accounts receivable                                 (10,030)   (2,031)     1,574
        Inventories                                            (118)   (3,278)    (1,530)
        Prepaid expenses and other current assets              (821)    1,047     (1,959)
        Other long-term assets                                  133    (1,146)       216
    Increase (decrease) in liabilities:
        Accounts payable and accrued expenses                 1,585       632      4,028
        Short-term deferred revenue                             755       989     (1,170)
        Long-term liabilities                                 1,836       404      1,128
                                                           ---------  --------  ---------
Net cash provided by (used in) operating activities           5,758      (213)      (515)

Cash flows used in investing activities:
  Net additions to property, plant and equipment             (4,522)   (3,761)    (4,361)
  Investment in minority owned companies                     (4,827)        -          -
  Note receivable from minority owned company                (3,000)        -          -
  Net proceeds from sale of subsidiary                            -       276        496
  Proceeds from sale of facility                                  -         -      1,223
  Other                                                           -         -         76
                                                           ---------  --------  ---------
Net cash used in investing activities                       (12,349)   (3,485)    (2,566)

Cash flows provided by financing activities:
  Net repayment of debt                                         (85)      (71)       (33)
  Proceeds from sale and issuance of common stock            27,492     3,916      6,940
                                                           ---------  --------  ---------
Net cash provided by financing activities                    27,407     3,845      6,907

Effect of exchange rates on cash and cash equivalents           243      (769)      (616)
                                                           ---------  --------  ---------

Increase (decrease) in cash and cash equivalents             21,059      (622)     3,210
Cash and cash equivalents - beginning of year                 9,460    10,082      6,872
                                                           ---------  --------  ---------
Cash and cash equivalents - end of year                    $ 30,519   $ 9,460   $ 10,082
                                                           =========  ========  =========
Cash paid during the period for:
  Interest                                                 $     49   $   277   $    242
                                                           =========  ========  =========
  Income taxes (net of refunds)                            $    413   $   621   $    257
                                                           =========  ========  =========

Non-cash investing/financing activities:
  Common stock issued for investment in minority
    owned company                                          $  3,000   $     -   $      -
                                                           =========  ========  =========
  Non-cash consideration for acquisition                   $      -   $     -   $ 28,900
                                                           =========  ========  =========

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

53

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATMENTS

1. OVERVIEW OF THE BUSINESS

Concurrent Computer Corporation ("Concurrent") is a leading supplier of high-performance computer systems, software, and services. In August 1999, Concurrent's emerging Video-On-Demand ("VOD") division, Xstreme, opened its own facilities in Duluth, Georgia, separate from its Real-Time division located in Fort Lauderdale, Florida, in order to maximize the focus in each of these businesses.

Concurrent's Xstreme division is a leading supplier of digital video server systems to a variety of markets including the broadband cable and DSL, education, intranet/distance learning, and other related markets. Based on a scalable, real-time software architecture, Concurrent's VOD hardware and software are integrated to deliver fault-tolerant, deterministic streaming video to a broad spectrum of VOD applications.

Concurrent's Real-Time division is a leading provider of high-performance, real-time computer systems, solutions, and software for commercial and government markets with a focus on strategic market areas that include hardware-in-the-loop and man-in-the-loop simulation, data acquisition, industrial systems, and software and embedded applications.

A "real-time" system or software is one specially designed to acquire, process, store, and display large amounts of rapidly changing information in real-time - that is, with millisecond or microsecond response as changes occur. Concurrent has over 35 years of experience in real-time systems, including specific expertise in systems, applications software, productivity tools, and networking. Its systems and software support real-time applications in the hardware in-the-loop simulations, man in-the-loop simulations, data acquisition, and industrial control systems markets.

Concurrent provides sales and support from offices and subsidiaries throughout North America, Europe, Asia, and Australia.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Concurrent and all wholly-owned domestic and foreign subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Foreign Currency

The functional currency of all of Concurrent's foreign subsidiaries is the applicable local currency. The translation of the applicable foreign currencies into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using average rates of exchange prevailing during the fiscal year. Adjustments resulting from the translation of foreign currency financial statements are accumulated in a separate component of stockholders' equity until the entity is sold or substantially liquidated. Gains or losses resulting from foreign currency transactions are included in the results of operations, except for those relating to intercompany transactions of a long-term investment nature which are accumulated in a separate component of stockholders' equity.

Gains (losses) on foreign currency transactions of ($104,000), $1,000 and ($3,000) for the years ended June 30, 2002, 2001 and 2000, respectively, are included in other income (expense) - net.

Cash Equivalents

Short-term investments with maturities of ninety days or less at the date of purchase are considered cash equivalents. Cash equivalents are stated at cost

54

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

plus accrued interest, which approximates market, and represent cash invested in U.S. Government securities, bank certificates of deposit, or commercial paper.

Inventories

Inventories are stated at the lower of cost or market, with cost determined on the first-in, first-out basis. Concurrent establishes excess and obsolete inventory reserves based upon historical and anticipated usage.

Property, Plant and Equipment

Property, plant and equipment are stated at acquired cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives of assets ranging from one to ten years. Leasehold improvements are amortized over the shorter of the useful lives of the improvements or the terms of the related lease. Gains and losses resulting from the disposition of property, plant and equipment are included in other income (expense) - net. Expenditures for repairs and maintenance are charged to operations as incurred and expenditures for major renewals and betterments are capitalized.

Goodwill

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets"("SFAS 142"). Under SFAS 142, goodwill and intangible assets with indefinite lives is no longer amortized but is subject to annual impairment tests. Other intangible assets will continue to be amortized over their useful lives. SFAS 142 was effective for fiscal years beginning after December 15, 2001. All goodwill and other intangible assets are in the Xstreme division. As permitted, Concurrent early-adopted SFAS 142 as of July 1, 2001, the beginning of its fiscal year.

In connection with the adoption of SFAS 142, Concurrent performed an impairment assessment and deemed that no impairment loss was necessary. Any subsequent impairment losses, if any, will be reflected in operating income in the income statement.

Also in accordance with SFAS 142, Concurrent discontinued the amortization of goodwill effective July 1, 2001 (see Note 11 to the consolidated financial statements).

Revenue Recognition and Related Matters

Video-on-demand and real-time system revenues are recognized based on the guidance in American Institute of Certified Public Accountants Statement of Position ("SOP") 97-2, "Software Revenue Recognition". Concurrent recognizes revenue from video-on-demand and real-time systems when persuasive evidence of an arrangement exists, the system has been shipped, the fee is fixed or determinable and collectibility of the fee is probable. Under multiple element arrangements, Concurrent allocates revenue to the various elements based on vendor-specific objective evidence ("VSOE") of fair value. Concurrent's VSOE of fair value is determined based on the price charged when the same element is sold separately.

In certain instances, Concurrent's customers require significant customization of both the software and hardware products and, therefore, the revenues are recognized as long term contracts in conformity with Accounting Research Bulletin ("ARB") No. 45, "Long Term Construction Type Contracts", SOP 81-1, "Accounting for Performance of Construction-Type and Certain Production-Type Contracts" and SOP 97-2, "Software Revenue Recognition". For long-term contracts, revenue is recognized using the percentage-of-completion method of accounting based on costs incurred on the project compared to the total costs expected to be incurred through completion.

Concurrent recognizes revenue from customer service plans ratably over the term of each plan, typically one year.

55

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Custom engineering and integration services performed by the Real-Time division are typically completed within 90 days from receipt of an order. Revenues from these services are recognized upon completion and delivery of such services to the customer.

Capitalized Software

Concurrent accounts for software development costs in accordance with SFAS No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed" ("SFAS 86"). Under SFAS 86, the costs associated with software development are required to be capitalized after technological feasibility has been established. Concurrent ceases capitalization upon the achievement of customer availability. Costs incurred by Concurrent between technological feasibility and the point at which the products are ready for market are insignificant and as a result Concurrent has no internal software development costs capitalized at June 30, 2002 and 2001.

Concurrent has not incurred costs related to the development of internal use software.

Research and Development

Research and development expenditures are expensed as incurred.

Basic and Diluted Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during each year. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares including dilutive common share equivalents. Under the treasury stock method, incremental shares representing the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued are included in the computation. Common share equivalents of 3,930,000 and 4,548,000 for the years ended June 30, 2001 and 2000, respectively, were excluded from the calculation as their effect was antidilutive. The following table presents a reconciliation of the numerators and denominators of basic and diluted loss per share for the periods indicated:

56

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

                                                                             YEAR ENDED JUNE 30,
                                                                   ---------------------------------------
                                                                      2002          2001          2000
                                                                   -----------  ------------  ------------
                                                                    (DOLLARS AND SHARE DATA IN THOUSANDS,
                                                                          EXCEPT PER SHARE AMOUNTS)

Basic EPS calculation:
     Net income (loss)                                             $     4,383  $    (6,189)  $   (23,715)

     Weighted average number of shares outstanding                      60,997       54,683        51,959
                                                                   -----------  ------------  ------------

Basic EPS                                                          $      0.07  $     (0.11)  $     (0.46)
                                                                   ===========  ============  ============

Diluted EPS calculation:
     Net income (loss)                                             $     4,383  $    (6,189)  $   (23,715)

     Weighted average number of shares outstanding                      60,997       54,683        51,959
     Incremental shares from assumed conversion of stock options         3,091            -             -
                                                                   -----------  ------------  ------------
                                                                        64,088       54,683        51,959
                                                                   -----------  ------------  ------------

Diluted EPS                                                        $      0.07  $     (0.11)  $     (0.46)
                                                                   ===========  ============  ============

Impairment of Long-Lived Assets

Concurrent follows the provisions of SFAS No. 121 "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed Of." This statement establishes accounting standards for the impairment of long-lived assets, certain identifiable intangibles, and goodwill related to those assets to be held and used, and for long-lived assets and certain identifiable intangibles to be disposed of. Concurrent reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, inventories, prepaid expenses, accounts payable and short term debt approximate fair value because of the short maturity of these instruments.

Fair value estimates are made at a specific point in time, based on the relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgement and therefore cannot be determined with precision. Changes in assumption could significantly affect the estimates.

57

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Income Taxes

Concurrent and its domestic subsidiaries file a consolidated federal income tax return. All foreign subsidiaries file individual tax returns pursuant to local tax laws. Concurrent follows the asset and liability method of accounting for income taxes. Under the asset and liability method, a deferred tax asset or liability is recognized for temporary differences between financial reporting and income tax bases of assets and liabilities, tax credit carryforwards and operating loss carryforwards. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that such deferred tax assets will not be realized. Utilization of net operating loss carryforwards and tax credits, which originated prior to Concurrent's quasi-reorganization effected on December 31, 1991, are recorded as adjustments to capital in excess of par value.

Stock-Based Compensation

Concurrent accounts for its stock option plan in accordance with the provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB Opinion 25"), and related interpretations. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS 123 also allows entities to continue to apply the provisions of APB Opinion 25 and provide pro forma net income (loss) and pro forma income (loss) per share disclosures for employee stock option grants made in 1995 and future years as if the fair-value-based method defined in SFAS 123 had been applied. Concurrent has elected to continue to apply the provisions of APB Opinion 25 and provide the pro forma disclosure provisions of SFAS 123.

Segment Information

Concurrent reports its operating results separately for both its Xstreme division and its Real-Time division.

Comprehensive Income (Loss)

Concurrent reports comprehensive income (loss) in addition to net income
(loss) from operations as required by SFAS No. 130, "Reporting Comprehensive Income". Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). Comprehensive income (loss) is defined as a change in equity during the financial reporting period of a business enterprise resulting from non-owner sources.

58

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Accumulated other comprehensive income (loss) consists of the following components:

                                      FOREIGN                    ACCUMULATED
                                     CURRENCY       MINIMUM         OTHER
                                    TRANSLATION     PENSION     COMPREHENSIVE
                                    ADJUSTMENTS    LIABILITY    INCOME (LOSS)
                                   -------------  -----------  ---------------
Balance at June 30, 1999           $       (476)  $        -   $         (476)
Other comprehensive loss                   (556)           -             (556)
                                   -------------  -----------  ---------------
Balance at June 30, 2000                 (1,032)           -           (1,032)
Other comprehensive loss                   (967)      (2,803)          (3,770)
                                   -------------  -----------  ---------------
Balance at June 30, 2001                 (1,999)      (2,803)          (4,802)
Other comprehensive income (loss)           513       (1,599)          (1,086)
                                   -------------  -----------  ---------------
Balance at June 30, 2002           $     (1,486)  $   (4,402)  $       (5,888)
                                   =============  ===========  ===============

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain prior years' amounts have been reclassified to conform with the current year's presentation.

3. ACQUISITION

On October 28, 1999, Concurrent acquired Vivid Technology, Inc. ("Vivid") for total consideration of $29.4 million, consisting of 2,233,699 shares of Common Stock valued at $24.7 million, $0.5 million of acquisition costs, and 378,983 shares reserved for future issuance upon exercise of stock options with a value of $4.2 million. The acquisition was treated as a purchase for accounting purposes, and, accordingly, the assets and liabilities were recorded based on their fair values at the date of the acquisition. The purchase price allocation and the respective useful lives of the intangible assets are as follows:

                                                   ALLOCATION     LIFE
                                                  -------------  ------
                                                  (Dollars in
                                                  Thousands)
Working capital                                   $    72        N/A
Fixed assets                                          257        N/A
Other long-term assets                                 13        N/A
Developed completed computer software technology    1,900        10 yrs
Other                                                 400         3 yrs
Goodwill                                           12,808        N/A
In-process research and development                14,000        N/A

59

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Amortization of intangible assets is on a straight-line basis over the assets' estimated useful life. In accordance with SFAS 142, Concurrent discontinued the amortization of goodwill effective July 1, 2001. Vivid's operations are included in the condensed consolidated statements of operations from the date of acquisition.

At the acquisition date, Vivid had one product under development that had not demonstrated technological or commercial feasibility. This product was the Vivid interactive video-on-demand integrated system. The in-process technology has no alternative use in the event that the proposed product does not prove to be feasible. This development effort falls within the definition of In-Process Research and Development ("IPR&D") contained in SFAS No. 2 and was expensed in the quarter ended December 31, 1999 as a one-time charge.

Consistent with Concurrent's policy for internally developed software, Concurrent determined the amounts to be allocated to IPR&D based on whether technological feasibility had been achieved and whether there was any alternative future use for the technology. As of the date of the acquisition, Concurrent concluded that the IPR&D had no alternative future use after taking into consideration the potential for usage of the software in different products, resale of the software and internal usage.

4. INVESTMENTS IN AND RECEIVABLE FROM MINORITY OWNED COMPANIES

In March 2002, Concurrent invested cash of $4 million and issued 291,461 shares of its common stock (valued at $10.29 per share) in exchange for 1,220,601 series C shares of Thirdspace Living Limited ("Thirdspace"), giving Concurrent a 14.4% ownership interest in all shares outstanding as of the investment date. The resale of the 291,461 shares was registered under a resale registration statement filed with the Securities and Exchange Commission and declared effective on June 20, 2002. Thirdspace is a closely held United Kingdom global software services corporation that offers interactive and on-demand television solutions for DSL (digital subscriber line) and other broadband networks. In exchange for its investment, Concurrent also received a warrant for 400,000 series C shares of Thirdspace. The warrant is exercisable beginning December 19, 2002. If the fair market value of the warrant on the date of exercise is less than $5.73 per share, then the exercise price will be the then current fair market value. If the fair market value of the warrant on the date of exercise is equal to or greater than $5.73 per share, then the exercise price will be the greater of $5.73 or 85% of the then current fair market value. Although the fair market value of the Thirdspace series C common stock and the Thirdspace warrant are not readily determinable, management believes that its book value approximates the fair value.

Concurrent also loaned Thirdspace $3 million in exchange for a long-term convertible note receivable, bearing interest at 8% annually, with interest payments first due December 31, 2002, and semi-annually, thereafter. The note is convertible into series C shares of Thirdspace, at the option of Concurrent, beginning six months after the issuance of the note and ending 48 months after the issuance of the note, and is based on the then fair market value of the common stock. Concurrent is also obligated, as part of the agreement, to lend an additional $3 million on September 3, 2002, under the same terms as the initial $3 million loan. Concurrent has a security interest in all of the assets of Thirdspace, which is subject to a prior lien on Thirdspace's intellectual property securing an obligation of $5,000,000. Other than the prior lien on Thirdspace's intellectual property, Concurrent's security interest ranks ratably with those of other secured creditors.

Concurrent is accounting for its investment in the common stock and warrant of Thirdspace using the cost method, as Concurrent does not believe it exercises significant influence on Thirdspace. The investment is reviewed for impairment on a quarterly basis. The convertible note is recorded at fair value, in accordance with SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities", with changes in fair value recorded as a component of other comprehensive income.

In the ordinary course of business, Concurrent purchases equipment from Thirdspace. During fiscal year 2002, Concurrent purchased $90,000 of equipment from Thirdspace.

60

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

In April 2002, Concurrent invested cash of $500,000 in Everstream Holdings, Inc. ("Everstream") in exchange for 480,770 shares of Series C Preferred stock giving Concurrent a 4.9% ownership interest. Everstream is a privately held company specializing in broadband advertising systems, software, infrastructure and related integration services. Concurrent is accounting for its investment in the Series C Preferred stock of Everstream using the cost method, as Concurrent does not believe it exercises significant influence on Everstream. The investment will be reviewed for impairment on a quarterly basis.

In the ordinary course of business, Concurrent sells equipment to Everstream and purchases consulting services from Everstream. During fiscal year 2002, Concurrent sold $49,000 of equipment to Everstream and purchased $75,000 of consulting services from Everstream.

5. PRIVATE PLACEMENT

In July 2001, Concurrent issued 5,400,000 shares of Common Stock in a private placement. The net proceeds from the private placement were approximately $24.0 million. The resale of the shares was registered under a resale registration statement filed with the Securities and Exchange Commission and declared effective on July 19, 2001.

6. RESTRUCTURING AND RELOCATION

In August 1999, Concurrent relocated its Corporate Headquarters and its Xstreme division to Duluth, Georgia. In connection with this move, Concurrent incurred employee relocation costs of $769,000, which is recorded as an operating expense in the consolidated statement of operations for the year ended June 30, 2000. All costs were paid during fiscal 2000.

In addition to the Xstreme division relocation discussed above, management decided in the first quarter of fiscal year 2000 to "right-size" the Real-Time division to bring its expenses in line with its anticipated revenues. In connection with these events, Concurrent recorded a $1.6 million operating expense in the consolidated statement of operations for the year ended June 30, 2000. This expense represents workforce reductions of approximately 38 employees in all areas of Concurrent. All costs were paid during fiscal 2000.

In connection with the acquisition of the Harris Computer Systems Corporation ("HCSC") Real-Time division, Concurrent recorded a $23.2 million restructuring provision as of June 30, 1996. Such charge, based on formal approved plans, included the estimated costs related to the rationalization of facilities, workforce reductions, asset writedowns and other costs which represented approximately 44%, 28%, 26%, and 2%, respectively. The rationalization of facilities included the planned disposition of Concurrent's Oceanport, New Jersey facility, as well as the closing or downsizing of certain offices located throughout the world. The workforce reductions included the termination of approximately 200 employees worldwide, encompassing substantially all of Concurrent's employee groups. The asset writedowns were primarily related to the disposition of duplicative machinery and equipment. Cash expenditures related to this restructuring were $117,000 for the year ended June 30, 2000. As of June 30, 2000, all costs had been paid and there were no remaining accrued costs.

On May 5, 1992, Concurrent had entered into an agreement with the Industrial Development Authority (the "IDA") to maintain a presence in Ireland through April 30, 1998. In connection with the acquisition of the HCSC Real-Time division, Concurrent closed its Ireland operations in December 1996 and was required to repay grants to the IDA of approximately $484,000 (360,000 Irish pounds). During fiscal year 2000, the remaining amount of $90,000 was paid to the IDA.

7. DISSOLUTION OF SUBSIDIARIES

During the year ended June 30, 2002, Concurrent made the decision to dissolve its Belgium subsidiary, Concurrent Computer Belgium B.V./S.A. ("CCUR Belgium") and its Singapore subsidiary, Concurrent Computer Far East Pte. Ltd.

61

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

("CCUR Singapore"). In connection with the decision to dissolve these subsidiaries, Concurrent recorded a charge of $217,000 for the write off of the cumulative translation adjustment, the termination of an employee and other miscellaneous costs. The charge was recorded as an operating expense in the consolidated statement of operations for the year ended June 30, 2002. The final dissolution of CCUR Belgium and CCUR Singapore is expected in fiscal year 2003. During fiscal year 2002, Concurrent made cash payments of $7,000 and had a remaining accrual of $205,000 at June 30, 2002.

8. SALE OF SUBSIDIARY

On September 8, 1999, Concurrent entered into an agreement to sell the stock of Concurrent Vibrations, a wholly owned subsidiary of Concurrent Computer Corporation S.A., to Data Physics, Inc. The transaction, which had an effective date of August 31, 1999, resulted in a gain of $761,000. This gain is recorded as other non-recurring items in the consolidated statement of operations for the year ended June 30, 2000.

9. INVENTORIES

Inventories consist of the following:

JUNE 30,

                  2002        2001
               ----------  ----------
               (DOLLARS IN THOUSANDS)
               ----------------------

Raw Materials     $5,030     $5,709
Work-in-process    1,633      1,178
Finished Goods       159        300
               ----------  ----------
                  $6,822     $7,187
               ==========  ==========

At June 30, 2002 and 2001, some portion of Concurrent's inventory was in excess of the current requirements based upon the planned level of sales for future years. Accordingly, Concurrent had inventory valuation allowances of $3.3 million and $3.5 million to reduce the value of the inventory to its estimated net realizable value at June 30, 2002 and 2001, respectively.

62

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

10. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following:

                                                           JUNE 30,
                                                  ---------------------------
                                                      2002          2001
                                                  ------------  -------------
                                                     (DOLLARS IN THOUSANDS)
                                                  ------------  -------------
Leasehold improvements                            $     2,527   $      2,217
Machinery, equipment and customer support spares       33,228         31,170
                                                  ------------  -------------
                                                       35,755         33,387
Less: Accumulated depreciation                        (25,059)       (22,903)
                                                  ------------  -------------
                                                  $    10,696   $     10,484
                                                  ============  =============

For the years ended June 30, 2002, 2001 and 2000, depreciation and amortization expense for property, plant and equipment amounted to $4,685,000, $4,386,000 and $4,148,000, respectively.

11. GOODWILL

In accordance with SFAS 142, Concurrent discontinued the amortization of goodwill effective July 1, 2001. A reconciliation of previously reported net income and earnings per share to the amounts adjusted for the exclusion of goodwill amortization follows:

                                                       YEAR ENDED JUNE 30,
                                                --------------------------------
                                                   2002       2001       2000
                                                ----------  ---------  ---------
                                                     (DOLLARS IN THOUS ANDS,
                                                    EXCEPT PER SHARE AMOUNTS)
Reported net income (loss)                      $    4,383  $ (6,189)  $(23,715)
  Goodwill amortization                                  -     1,281        854
                                                ----------  ---------  ---------
Adjusted net income (loss)                      $    4,383  $ (4,908)  $(22,861)
                                                ==========  =========  =========

Basic income (loss) per share:
Reported net income (loss)                      $     0.07  $  (0.11)  $  (0.46)
  Goodwill amortization                                  -      0.02       0.02
                                                ----------  ---------  ---------
Adjusted net income (loss)                      $     0.07  $  (0.09)  $  (0.44)
                                                ==========  =========  =========

Diluted income (loss) per share:
Reported net income (loss)                      $     0.07  $  (0.11)  $  (0.46)
  Goodwill amortization                                  -      0.02       0.02
                                                ----------  ---------  ---------
Adjusted net income (loss)                      $     0.07  $  (0.09)  $  (0.44)
                                                ==========  =========  =========


Weighted average shares outstanding - basic         60,997    54,683     51,959
                                                ==========  =========  =========
Weighted average shares outstanding - diluted       64,088    54,683     51,959
                                                ==========  =========  =========

63

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

12. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

JUNE 30,

                                  2002         2001
                               -----------   ---------
                               (DOLLARS IN THOUSANDS)
Accounts payable, trade        $   5,351     $   4,277
Accrued payroll, vacation and
  other employee expenses          5,872         6,090
Warranty accrual                   2,272           977
Other accrued expenses             2,019         2,585
                               -----------   ---------
                               $  15,514     $  13,929
                               ===========   =========

13. REVOLVING CREDIT FACILITY

Concurrent has a revolving credit facility with a bank that expires on December 31, 2002 and which provides for borrowings of up to $5 million at an interest rate at between prime (4.75% at June 30, 2002) plus 0.75% or LIBOR (1.84% at June 30, 2002) plus 2.25% and LIBOR plus 3.00% depending on Concurrent's ratio of Consolidated Funded Debt (as defined in the credit facility) to EBITDA. Concurrent has pledged substantially all of its assets as collateral for the facility. No borrowings were outstanding at June 30, 2002 under the credit facility. The credit facility contains financial covenants which limit the ratio of total liabilities to tangible net worth and which require Concurrent to achieve on a quarterly basis minimum EBITDA in each of Concurrent's operating divisions. Concurrent was in compliance with these covenants at June 30, 2002. As of June 30, 2002, Concurrent had available borrowings of $5 million under this facility.

14. INCOME TAXES

The domestic and foreign components of income (loss) before provision for income taxes are as follows:

YEAR ENDED JUNE 30,

                       2002         2001         2000
                   -----------  ------------  ----------
                           (DOLLARS IN THOUSANDS)

United States      $    6,297    $  (5,222)    $(22,952)
Foreign                (1,914)        (367)        (163)
                   -----------  ------------  ----------
                   $    4,383    $  (5,589)    $(23,115)
                   ===========  ============  ==========

64

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

The components of the provision for income taxes are as follows:

YEAR ENDED JUNE 30,

                      2002        2001        2000
                    ---------   ---------   --------
                          (DOLLARS IN THOUSANDS)

Current:
  Federal           $     -     $     -    $     -
  Foreign (credit)     (338)        600        201
                    ---------   ---------   --------
    Total              (338)        600        201
                    ---------   ---------   --------
Deferred:
  Federal                 -           -           -
  Foreign               338           -         399
                    ---------   ---------   ---------
    Total               338           -         399
                    ---------   ---------   ---------

Total               $     -     $    600   $     600
                    =========   =========  ==========

A reconciliation of the income tax (benefit) expense computed using the Federal statutory income tax rate to Concurrent's provision for income taxes is as follows:

                                               YEAR ENDED JUNE 30,
                                         -----------------------------
                                           2002      2001      2000
                                         --------  --------  ---------
                                             (DOLLARS IN THOUSANDS)
Income (loss) before provision for
  income taxes                           $ 4,383   $(5,589)  $(23,115)
                                         --------  --------  ---------
Tax (benefit) at Federal statutory rate    1,490    (1,899)    (7,859)
Change in valuation allowance             (3,733)   (2,264)     2,749
Non-deductible in-process research and
  development charge                           -         -      4,760
Other permenant differences, net           2,243     4,763        950
                                         --------  --------  ---------
Provision for income taxes               $     -   $   600   $    600
                                         ========  ========  =========

65

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

As of June 30, 2002 and 2001, Concurrent's deferred tax assets and liabilities were comprised of the following:

                                                               JUNE 30,
                                                         --------------------
                                                           2002       2001
                                                         ---------  ---------
                                                        (DOLLARS IN THOUSANDS)
Gross deferred tax assets related to:
  U.S. and foreign net operating loss carryforwards      $ 70,621   $ 68,872
  Book and tax basis differences for reporting purposes       158        169
  Other reserves                                            4,580      5,794
  Accrued compensation                                        531        458
  Other                                                     2,171        810
                                                         ---------  ---------
    Total gross deferred tax assets                        78,061     76,103
Valuation allowance                                       (76,104)   (74,779)
                                                         ---------  ---------
    Total deferred tax asset                                1,957      1,324

Gross deferred tax liabilities related to
  property and equipment/other                              1,634        663
                                                         ---------  ---------
    Total gross deferred tax liability                      1,634        663
                                                         ---------  ---------

    Deferred income taxes                                $    323   $    661
                                                         =========  =========

Any future benefits attributable to the U.S. Federal net operating loss carryforwards which originated prior to Concurrent's quasi-reorganization are accounted for through adjustments to capital in excess of par value. Under
Section 382 of the Internal Revenue Code, future benefits attributable to the net operating loss carryforwards and tax credits which originated prior to Concurrent's quasi-reorganization and those which originated subsequent to Concurrent's quasi-reorganization through the date of Concurrent's 1993 comprehensive refinancing ("1993 Refinancing") are limited to approximately $0.3 million per year. Concurrent's U.S. Federal tax net operating loss carryforwards begin to expire in 2004. As of June 30, 2002, Concurrent has remaining utilizable U.S. Federal tax net operating loss carryforwards of approximately $173 million for income tax purposes. Approximately $62 million of these net operating loss carryforwards originated prior to Concurrent's 1993 Refinancing and are limited to $300,000 per year.

The tax benefits associated with nonqualified stock options and disqualifying dispositions of incentive stock options increased the federal net operating loss carryforward by approximately $3.3 million for the year ended June 30, 2002. Such benefits will be recorded as an increase to additional paid-in capital when realized.

Deferred income taxes have not been provided for undistributed earnings of foreign subsidiaries, which originated subsequent to Concurrent's quasi-reorganization, primarily due to Concurrent's required investment in certain subsidiaries.

Additionally, deferred income taxes have not been provided on undistributed earnings of foreign subsidiaries which originated prior to Concurrent's

66

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

quasi-reorganization. The impact of both the subsequent repatriation of such earnings and the resulting offset, in full, from the utilization of net operating loss carryforwards will be accounted for through adjustments to capital in excess of par value.

The valuation allowance for deferred tax assets as of June 30, 2002 and 2001 was approximately $76 million and $75 million, respectively. The net change in the total valuation allowance for the year ended June 30, 2002 was an increase of approximately $1.3 million. The net increase in the total valuation allowance for the year ended June 30, 2001 was approximately $2.8 million and the net increase in the total valuation allowance for the year ended June 30, 2000 was approximately $14.6 million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As such, the deferred tax assets have been reduced by the valuation allowance since management considers more likely than not that these deferred tax assets will not be realized.

15. PENSIONS AND OTHER POSTRETIREMENT BENEFITS

Concurrent maintains a retirement savings plan (the "Plan") available to U.S. employees which qualifies as a defined contribution plan under Section 401(k) of the Internal Revenue Code. Concurrent may make a discretionary matching contribution equal to 100% of the first 6% of employees' contributions. For the years ended June 30, 2002, 2001 and 2000, Concurrent matched 100% of the employees' Plan contributions up to 6%.

Concurrent's matching contributions under the Plan are as follows:

                           2002       2001       2000
                          ------     ------     ------
                              (DOLLARS IN THOUSANDS)

Matching contribution     $1,243     $1,120     $1,378

Certain foreign subsidiaries of Concurrent maintain pension plans for their employees which conform to the common practice in their respective countries. The related changes in benefit obligation and plan assets and the amounts recognized in the consolidated balance sheets are presented in the following tables:

67

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Reconciliation of Funded Status
-------------------------------
                                                                  JUNE 30,
                                                       ----------------------------
                                                            2002           2001
                                                       ---------------  -----------
                                                           (DOLLARS IN THOUSANDS)
Change in benefit obligation:
Benefit obligation at beginning of year                $       15,361   $   15,431
Service cost                                                      276          281
Interest cost                                                     909          837
Plan participants' contributions                                   49           52
Actuarial loss                                                   (486)       1,268
Foreign currency exchange rate change                           1,493       (1,920)
Benefits paid                                                    (615)        (588)
                                                       ---------------  -----------
Benefit obligation at end of year                      $       16,987   $   15,361
                                                       ===============  ===========

Change in plan assets:
Fair value of plan assets at beginning of year         $       12,426   $   15,322
Actual return on plan assets                                   (1,268)        (793)
Employer contributions                                            323          114
Plan participants' contributions                                   49           52
Benefits paid                                                    (586)        (559)
Foreign currency exchange rate change                           1,057       (1,710)
                                                       ---------------  -----------
Fair value of plan assets at end of year               $       12,001   $   12,426
                                                       ===============  ===========

Funded status                                          $       (4,986)  $   (2,935)
Unrecognized actuarial loss (income)                            4,441        2,720
Unrecognized prior service cost                                   199          205
Unrecognized net transition asset                                 (13)         (85)
                                                       ---------------  -----------
Net amount recognized                                  $         (359)  $      (95)
                                                       ===============  ===========

Amounts Recognized in the Consolidated Balance Sheet
----------------------------------------------------

                                                                  JUNE 30,
                                                             2002          2001
                                                       ---------------  -----------
                                                          (DOLLARS IN THOUSANDS)

Accrued pension cost, net                              $       (4,960)  $   (3,106)
Intangible asset                                                  199          208
Accumulated other comprehensive loss                            4,402        2,803
                                                       ---------------  -----------
Net amount recognized                                  $         (359)  $      (95)
                                                       ===============  ===========

68

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were $17.0 million, $16.3 million and $12.0 million, respectively, as of June 30, 2002, and $15.4 million, $14.9 million and $12.4 million, respectively, as of June 30, 2001.

Plan assets are comprised primarily of investments in managed funds consisting of common stock, money market and real estate investments.

The assumptions used to measure the present value of benefit obligations and net periodic benefit cost are shown in the following table:

Significant Assumptions
-----------------------

                                                   JUNE 30,
                                ----------------------------------------------
                                     2002            2001            2000
                                --------------  --------------  --------------
Discount rate                   5.75% to 6.25%  6.00% to 6.25%  6.00% to 6.25%
Expected return on plan assets  5.75% to 6.00%  5.75% to 6.00%           6.00%
Compensation increase rate      3.50% to 4.25%  3.50% to 4.50%  3.50% to 4.50%

Components of Net Periodic Benefit Cost
---------------------------------------

                                                      YEAR ENDED JUNE 30,
                                                    ----------------------
                                                     2002    2001    2000
                                                    ------  ------  ------
                                                    (DOLLARS IN THOUSANDS)
Service cost                                        $ 276   $ 281   $ 313
Interest cost                                         909     837     923
Expected return on plan assets                       (750)   (839)   (918)
Amortization of unrecognized net transition asset     (63)    (63)    (69)
Amortization of unrecognized prior service cost        22      22      24
Recognized actuarial loss                              71     (30)    (27)
                                                    ------  ------  ------
Net periodic benefit cost                           $ 465   $ 208   $ 246
                                                    ======  ======  ======

16. SEGMENT INFORMATION

For the years ended June 30, 2002, 2001 and 2000, Concurrent operated its business in two divisions: Real-Time and Xstreme. Its Real-Time division is a leading provider of high-performance, real-time computer systems, solutions and software for commercial and government markets focusing on strategic market areas that include hardware-in-the-loop and man-in-the-loop simulation, data acquisition, industrial systems, and software and embedded applications. Its Xstreme division is a leading supplier of digital video server systems to a wide range of industries serving a variety of markets, including the broadband cable and DSL, education, intranet/distance learning, and other related markets. Customer service and support revenues derived from VOD sales arrangements are included in Product Sales and are not material. Shared expenses are primarily allocated based on either revenues or headcount. There were no material intersegment sales or transfers. For the year ended June 30, 2002, one customer accounted for approximately 25% of the total Real-Time revenue and two customers accounted for approximately 57% and 24% of the total VOD revenue, respectively. For the year ended June 30, 2001, one customer accounted for approximately 12%

69

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

of the Real-Time revenue and three customers accounted for approximately 38%, 34% and 12% of VOD revenue, respectively. For the year ended June 30, 2000, one customer accounted for approximately 14% of the Real-Time revenue and one customer accounted for approximately 47% of VOD revenue. There were no other customers in fiscal years 2002, 2001 and 2000 that accounted for more than 10% of revenue for either division. The following summarizes the operating income
(loss) by segment for the years ended June 30, 2002, 2001 and 2000, respectively. Corporate costs include costs related to the offices of the Chief Executive Officer, Chief Financial Officer, General Counsel, Investor Relations and other administrative costs including annual audit and tax fees, board of director fees and similar costs.

70

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

                                          YEAR ENDED JUNE 30, 2002
                               ----------------------------------------------
                               REAL-TIME       VOD       CORPORATE    TOTAL
                               ----------  -----------  -----------  --------
                                           (DOLLARS IN THOUSANDS)
Revenues:
  Product sales                $   21,601  $   47,961   $        -   $69,562
  Service and other                19,807           -            -    19,807
                               ----------  -----------  -----------  --------
     Total                         41,408      47,961            -    89,369

Cost of sales:
  Product sales                     8,586      24,629            -    33,215
  Service and other                11,588           -            -    11,588
                               ----------  -----------  -----------  --------
     Total                         20,174      24,629            -    44,803
                               ----------  -----------  -----------  --------

Gross margin                       21,234      23,332            -    44,566

Operating expenses
  Sales and marketing               6,877       9,521          586    16,984
  Research and development          5,409       9,882            -    15,291
  General and administrative        1,500       1,795        5,317     8,612
                               ----------  -----------  -----------  --------
    Total operating expenses       13,786      21,198        5,903    40,887
                               ----------  -----------  -----------  --------

Operating income (loss)        $    7,448  $    2,134   $   (5,903)  $ 3,679
                               ==========  ===========  ===========  ========

                                          YEAR ENDED JUNE 30, 2001
                               ----------------------------------------------
                               REAL-TIME       VOD       CORPORATE    TOTAL
                               ----------  -----------  -----------  --------
                                           (DOLLARS IN THOUSANDS)
Revenues:
  Product sales                $   25,740  $   23,814   $        -   $49,554
  Service and other                23,267           -            -    23,267
                               ----------  -----------  -----------  --------
     Total                         49,007      23,814            -    72,821

Cost of sales:
  Product sales                    14,102      13,091            -    27,193
  Service and other                12,608           -            -    12,608
                               ----------  -----------  -----------  --------
     Total                         26,710      13,091            -    39,801
                               ----------  -----------  -----------  --------

Gross margin                       22,297      10,723            -    33,020

Operating expenses
  Sales and marketing               7,548       8,007          557    16,112
  Research and development          3,493       8,086            -    11,579
  General and administrative        1,748       2,635        6,537    10,920
                               ----------  -----------  -----------  --------
    Total operating expenses       12,789      18,728        7,094    38,611
                               ----------  -----------  -----------  --------

Operating income (loss)        $    9,508  $   (8,005)  $   (7,094)  $(5,591)
                               ==========  ===========  ===========  ========

71

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

                                                    YEAR ENDED JUNE 30, 2000
                                          ---------------------------------------------
                                          REAL-TIME      VOD      CORPORATE     TOTAL
                                          ----------  ---------  -----------  ---------
                                                      (DOLLARS IN THOUSANDS)

Revenues:
  Product sales                           $   27,122  $ 11,952   $        -   $ 39,074
  Service and other                           29,016         -            -     29,016
                                          ----------  ---------  -----------  ---------
     Total                                    56,138    11,952            -     68,090

Cost of sales:
  Product sales                               12,345     7,766            -     20,111
  Service and other                           16,236         -            -     16,236
                                          ----------  ---------  -----------  ---------
     Total                                    28,581     7,766            -     36,347
                                          ----------  ---------  -----------  ---------

Gross margin                                  27,557     4,186            -     31,743

Operating expenses
  Sales and marketing                         11,942     8,040          329     20,311
  Research and development                     4,173     5,602            -      9,775
  General and administrative                   1,879     1,861        5,537      9,277
  Cost of purchased in-process research            -    14,000            -     14,000
    and development
  Relocation and restructuring                 1,208     1,159            -      2,367
                                          ----------  ---------  -----------  ---------
    Total operating expenses                  19,202    30,662        5,866     55,730
                                          ----------  ---------  -----------  ---------

Operating income (loss)                   $    8,355  $(26,476)  $   (5,866)  $(23,987)
                                          ==========  =========  ===========  =========

Summarized financial information for fiscal year 2002, 2001 and 2000, respectively, is as follows:

                               AS OF AND FOR THE YEAR ENDED JUNE 30, 2002
                                -----------------------------------------
                                REAL-TIME     VOD     CORPORATE    TOTAL
                                ----------  -------  -----------  -------
                                          (DOLLARS IN THOUSANDS)

Net sales                       $   41,408  $47,961  $        -   $89,369
Operating income (loss)         $    7,448  $ 2,134  $   (5,903)  $ 3,679
Identifiable assets             $   18,415  $54,198  $   26,075   $98,688
Depreciation and amortization   $    2,289  $ 2,409  $      310   $ 5,008
Capital expenditures            $    1,332  $ 3,122  $       68   $ 4,522

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CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

                                AS OF AND FOR THE YEAR ENDED JUNE 30, 2001
                                -------------------------------------------
                                REAL-TIME     VOD      CORPORATE    TOTAL
                                ----------  --------  -----------  --------
                                          (DOLLARS IN THOUSANDS)

Net sales                       $   49,007  $23,814   $        -   $72,821
Operating income (loss)         $    9,508  $(8,005)  $   (7,094)  $(5,591)
Identifiable assets             $   19,179  $31,880   $    5,993   $57,052
Depreciation and amortization   $    2,631  $ 2,746   $      618   $ 5,995
Capital expenditures            $      978  $ 2,536   $      247   $ 3,761

                                AS OF AND FOR THE YEAR ENDED JUNE 30, 2001
                                -------------------------------------------
                                REAL-TIME     VOD      CORPORATE    TOTAL
                                ----------  --------  -----------  --------
                                          (DOLLARS IN THOUSANDS)

Net sales                       $   56,138  $ 11,952   $        -   $ 68,090
Operating income (loss)         $    8,355  $(26,476)  $   (5,866)  $(23,987)
Identifiable assets             $   22,610  $ 28,909   $    5,559   $ 57,078
Depreciation and amortization   $    3,071  $  2,259   $      815   $  6,145
Capital expenditures            $    1,252  $  2,286   $      823   $  4,361

17. EMPLOYEE STOCK PLANS

Concurrent has Stock Option Plans providing for the grant of incentive stock options to employees and non-qualified stock options to employees, non-employee directors and consultants. The Stock Option Plans are administered by the Stock Award Committee which is comprised of members of the Compensation Committee of the Board of Directors or the Board of Directors, as the case may be. Under the plans, the Stock Award Committee may award, in addition to stock options, shares of Common Stock on a restricted basis. The plan also specifically provides for stock appreciation rights and authorizes the Stock Award Committee to provide, either at the time of the grant of an option or otherwise, that the option may be cashed out upon terms and conditions to be determined by the Committee or the Board. No stock appreciation rights have been granted during the years ended June 30, 2002, 2001, and 2000. Options issued under the Stock Option Plans generally vest over four years and are exercisable for ten years from the grant date. The Company's 1991 Restated Stock Option Plan was terminated on October 31, 2001 and was replaced with the 2001 Stock Option Plan that became effective November 1, 2001. As of November 1, 2001 there were no options for shares of Common Stock available for future grant under the 1991 Restated Stock Option Plan. The 2001 Stock Option Plan terminates on October 31, 2011. Stockholders have authorized the issuance of up to 15,825,000 shares under these plans.

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CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Changes in options outstanding under the plan during the years ended June 30, 2002, 2001, and 2000 are as follows:

                                              2002                     2001                    2000
                                   ------------------------  -----------------------  ----------------------
                                                  WEIGHTED                 WEIGHTED                WEIGHTED
                                                  AVERAGE                  AVERAGE                 AVERAGE
                                                  EXERCISE                 EXERCISE                EXERCISE
                                      SHARES       PRICE        SHARES       PRICE      SHARES       PRICE
                                   ------------  ----------  ------------  ---------  -----------  ---------
Outstanding at beginning of year     5,388,161   $     6.00    5,681,521   $    4.28   7,190,969   $    2.56
Granted                              1,750,000   $     8.23    1,049,600   $   12.03   1,763,419   $    7.60
Exercised                           (1,105,089)  $     3.21   (1,140,333)  $    3.17  (3,127,306)  $    2.23
Forfeited                             (229,928)  $     8.35     (202,627)  $    4.96    (145,561)  $    3.91
                                   ------------              ------------             -----------
Outstanding at year end              5,803,144   $     7.11    5,388,161   $    6.00   5,681,521   $    4.28
                                   ============              ============             ===========

Options exercisable at year end      3,149,444                 2,638,708               2,600,401
                                   ============              ============             ===========

Weighted average fair value of
  options granted during the year  $      8.05               $     11.91              $     5.62
                                   ============              ============             ===========

The weighted-average assumptions used for the years ended June 30, 2002, 2001 and 2000 were: expected dividend yield of 0% for all periods; risk-free interest rate of 4.3%, 5% and 5%; expected life of 6 years, 6 years and 4 years; and an expected volatility of 184%, 206%, and 106%.

74

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

The following table summarizes information about stock options outstanding and exercisable at June 30, 2002:

                            OUTSTANDING OPTIONS               OPTIONS EXERCISABLE
                 ----------------------------------------  ---------------------------
                  WEIGHTED
                   AVERAGE                      WEIGHTED                     WEIGHTED
RANGE OF          REMAINING                      AVERAGE                      AVERAGE
EXERCISE         CONTRACTUAL                    EXERCISE                     EXERCISE
PRICES              LIFE      AT JUNE 30, 2002    PRICE    AT JUNE 30, 2002    PRICE
---------------------------------------------------------  ---------------------------

$ 0.37 - $ 0.99         5.17           232,166  $    0.37           232,166  $    0.37
$ 1.00 - $ 1.99         4.26           114,738       1.54           114,738       1.54
$ 2.00 - $ 2.99         4.98         1,315,567       2.47         1,315,567       2.47
$ 3.00 - $ 3.99         5.82             1,000       3.44             1,000       3.44
$ 4.00 - $ 4.99         6.66           298,000       4.41           298,000       4.41
$ 5.00 - $ 5.99         8.64           685,249       5.04           267,124       5.04
$ 6.00 - $ 6.99         9.68           672,334       6.83            31,252       6.55
$ 7.00 - $ 7.99         8.63           167,934       7.11            50,734       7.03
$ 8.00 - $ 8.99         7.15           170,489       8.00            94,414       8.00
$ 9.00 - $ 9.99         9.07             2,000       9.26                 -          -
$10.00 - $10.99         7.37           508,500      10.13           319,007      10.12
$11.00 - $11.99         9.10           567,000      11.06            27,000      11.06
$12.00 - $12.99         8.28           838,667      12.38           260,934      12.37
$13.00 - $13.99         7.65            20,000      13.75            13,334      13.75
$14.00 - $14.99         9.41            32,000      14.10                 -          -
$15.00 - $15.99         9.45            10,000      15.92                 -          -
$17.00 - $17.99         8.19            25,000      17.83             8,334      17.83
$18.00 - $18.99         7.91           127,500      18.53           107,506      18.53
$19.00 - $19.99         7.88            15,000      19.48             8,334      19.54
                              ----------------             ----------------
                        7.42         5,803,144  $    7.11         3,149,444  $    5.31
                              ================             ================

Concurrent applies APB Opinion 25 in accounting for its Plan and, accordingly, no compensation cost has been recognized for its stock options in the financial statements. Had Concurrent determined compensation cost based on the fair value at the grant date for its stock options under SFAS 123, Concurrent's net income (loss) and net income (loss) per share would have been increased to the pro forma amounts indicated below:

75

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

                                             YEAR ENDED JUNE 30,
                                        ------------------------------
                                          2002      2001       2000
                                        --------  ---------  ---------
                                           (DOLLARS IN THOUSANDS,
                                          EXCEPT PER SHARE AMOUNTS)

Net income (loss)
  As reported                           $ 4,383   $ (6,189)  $(23,715)
  Pro forma                             $(6,214)  $(14,546)  $(28,431)

Net income (loss) per share - basic
  As reported                           $  0.07   $  (0.11)  $  (0.46)
  Pro forma                             $ (0.10)  $  (0.27)  $  (0.55)

Net income (loss) per share - diluted
  As reported                           $  0.07   $  (0.11)  $  (0.46)
  Pro forma                             $ (0.10)  $  (0.27)  $  (0.55)

18. ISSUANCE AND ACCRUAL OF NON-CASH WARRANTS

On March 29, 2001, Concurrent entered into a definitive purchase agreement with Comcast Cable, providing for the purchase of VOD equipment. As part of that agreement Concurrent agreed to issue three different types of warrants.

Concurrent issued warrants to purchase 50,000 shares of its Common Stock on March 29, 2001, exercisable at $5.196 per share over a four year term. These warrants are referred to as the "Initial Warrants". Concurrent has recognized $224,000 in the consolidated statements of operations for the year ended June 30, 2001 as a reduction to revenue for the value of these warrants.

Concurrent is also generally obligated to issue new warrants to purchase shares of its Common Stock to Comcast at the end of each quarter through March 31, 2004, based upon specified performance goals which are measured by the number of Comcast basic cable subscribers that have the ability to utilize the VOD service. The incremental number of subscribers that have access to VOD at each quarter end as compared to the prior quarter end multiplied by a specified percentage is the number of additional warrants that were earned during the quarter. These warrants are referred to as the "Performance Warrants". Concurrent issued to Comcast a performance warrant for 4,431 shares on October 9, 2001, exercisable at $6.251 per share over a four-year term and a performance warrant for 52,511 shares on January 15, 2002, exercisable at $15.019 per share over a four-year term. Concurrent will also issue to Comcast a performance warrant for 1,502 shares during the first quarter of fiscal 2003 for warrants that were earned during the quarter ended June 30, 2002.

The resale of the shares issuable upon exercise of the warrants to purchase 50,000 shares and 4,431 shares were registered under a registration statement filed with the Securities and Exchange Commission and declared effective on November 20, 2001.

Concurrent will also issue additional warrants to purchase shares of its Common Stock, if at the end of any quarter the then total number of Comcast basic cable subscribers with the ability to utilize the VOD system exceeds specified threshold levels. These warrants are referred to as the "Cliff Warrants".

Concurrent is recognizing the value of the Performance Warrants and the Cliff Warrants over the term of the agreement as Comcast purchases additional VOD servers from Concurrent and makes the service available to its customers. Concurrent has recognized $398,000 and $433,000 in the consolidated statements

76

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

of operations for the years ended June 30, 2002 and 2001, respectively, as a reduction to revenue for the value of the Performance Warrants and Cliff Warrants that have been earned.

The value of the warrants is determined using the Black-Scholes valuation model. The weighted-average assumptions used for the years ended June 30, 2002 and 2001were: expected dividend yield of 0% for both periods; risk-free interest rate of 3.7% and 5.0%, respectively; expected life of 4 years in both periods; and an expected volatility of 117% and 138%, respectively. Concurrent will adjust the value of the earned but unissued warrants on a quarterly basis using the Black-Scholes valuation model until the warrants are actually issued. The value of the new warrants earned and any adjustments in value for warrants previously earned will be determined using the Black-Scholes valuation model and recognized as part of revenue on a quarterly basis.

The exercise price of the warrants is subject to adjustment for stock splits, combinations, stock dividends, mergers, and other similar recapitalization events. The exercise price is also subject to adjustment for issuance of additional equity securities at a purchase price less than the then current fair market value of Concurrent's Common Stock. Based on the information that is currently available, Concurrent does not expect the warrants to be issued to Comcast to exceed 1% of its outstanding shares of Common Stock over the term of the agreement. The exercise price of the warrants to be issued to Comcast will equal the average closing price of Concurrent's Common Stock for the 30 trading days prior to the applicable warrant issuance date and will be exercisable over a four-year term.

On May 20, 1998, Concurrent entered into a Letter of Intent ("LOI") with Scientific-Atlanta, Inc. ("SAI") providing for the joint development and marketing of a video-on-demand system to cable network operators. A five-year definitive agreement was signed on August 17, 1998. In exchange for SAI's technical and marketing contributions, Concurrent issued warrants for 2 million shares of its Common Stock, exercisable at $5 per share for four years from the date of issuance at which time the warrants expire, if not already exercised.

The LOI between Concurrent and SAI is broken into three phases:

Phase I      Technical/Commercial Evaluation and Definitive Agreement
Phase II     Initial  Development  and  Video-on-Demand Field Demonstration
             System
Phase III    Commercial Deployment

During Phase I, either party could terminate the negotiations at any time. In June 1998, the parties moved to Phase II and pursuant to the provisions of SFAS 123, Concurrent recorded a charge of $1.6 million representing the fair value of the underlying stock using the Black-Scholes valuation model for the warrants to purchase 2 million shares of Concurrent's stock. The weighted assumptions used were: expected dividend yield 0%, risk-free interest rate of 5.0%, expected life of 4.01years and an expected volatility of 35%.

The LOI further stipulates that Concurrent is required to issue additional warrants to SAI upon achievement of pre-determined revenue targets. These warrants are to be issued with a strike price of a 15% discount to the then current market price. The maximum number of additional warrants that could be issued under this agreement is 8 million upon achieving the revenue targets. Concurrent issued warrants to purchase 261,164 shares of its Common Stock on April 1, 2002, exercisable at $7.106 per share over a four-year term. Concurrent has recognized charges of $1,825,000, $398,000 and $322,000 in the consolidated statements of operations for the years ended June 30, 2002, 2001 and 2000, respectively, representing the fair market value of the warrants earned during each year.

19. RIGHTS PLAN

On July 31, 1992, the Board of Directors of Concurrent declared a dividend distribution of one Series A Participating Cumulative Preferred Right for each share of Concurrent's Common Stock. The dividend was made to stockholders of record on August 14, 1992. On August 7, 2002, the Rights Agreement creating these Rights was extended for another 10 years to August 14, 2012 and American Stock Transfer & Trust Company was appointed as the successor rights agent

77

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

pursuant to an Amended and Restated Rights Agreement. Under the Rights Agreement, each Right becomes exercisable when any person or group acquires 15% of Concurrent's common stock. Such an event triggers the rights plan and entitles each right holder to purchase from Concurrent one one-hundredth of a share of Series A Participating Cumulative Preferred Stock at a cash price of $30 per right.

Under certain circumstances each holder of a Right upon exercise of such Right will receive, in lieu of Series A Participating Cumulative Preferred Stock common stock of Concurrent or its equivalent, or common stock of the acquiring entity, in each case having a value of two times the exercise price of the Right. The Rights will expire on August 14, 2012 unless earlier exercised or redeemed, or earlier termination of the plan.

20. CONCENTRATION OF RISK

A summary of Concurrent's financial data by geographic area follows:

                                YEAR ENDED JUNE 30,
                             2002      2001      2000
                           --------  --------  ---------
                               (DOLLARS IN THOUSANDS)
Net sales:
  United States            $76,352   $55,400   $ 44,049
  Intercompany               3,528     3,310      4,828
                           --------  --------  ---------
                            79,880    58,710     48,877
                           --------  --------  ---------

  Europe                     6,650     7,572     12,545
  Intercompany                   -         -         34
                           --------  --------  ---------
                             6,650     7,572     12,579
                           --------  --------  ---------

  Asia/Pacific               5,899     9,128     10,399
  Intercompany                   -         -         21
                           --------  --------  ---------
                             5,899     9,128     10,420
                           --------  --------  ---------

  Other                        468       721      1,097
                           --------  --------  ---------
                            92,897    76,131     72,973

  Eliminations              (3,528)   (3,310)    (4,883)
                           --------  --------  ---------
    Total                  $89,369   $72,821   $ 68,090
                           ========  ========  =========

Operating income (loss):
  United States            $ 5,734   $(5,608)  $(23,278)
  Europe                    (1,711)     (448)    (1,084)
  Asia/Pacific                (453)      155         47
  Other                         59       174        308
  Eliminations                  50       136         20
                           --------  --------  ---------
    Total                  $ 3,679   $(5,591)  $(23,987)
                           ========  ========  =========

78

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

                                 JUNE 30,
                        ------------------------
                            2002         2001
                        -----------  -----------
                         (DOLLARS IN THOUSANDS)
Identifiable assets:
  United States         $  124,849   $   82,702
  Europe                    11,571       10,138
  Asia/Pacific              11,263       12,919
  Other                        774          474
  Eliminations             (49,769)     (49,181)
  Total                 $   98,688   $   57,052

Intercompany transfers between geographic areas are accounted for at prices similar to those available to comparable unaffiliated customers. Sales to unaffiliated customers outside the U.S., including U.S. export sales, were $13,433,000, $18,354,000 and $24,585,000 for the years ended June 30, 2002, 2001 and 2000, respectively, which amounts represented 15%, 25% and 36% of total sales for the respective fiscal years.

Sales to the U.S. Government and its agencies amounted to approximately $19,723,000, $16,063,000 and $18,455,000 for the years ended June 30, 2002, 2001 and 2000, respectively, which amounts represented 22%, 22% and 27% of total sales for the respective fiscal years. Sales to three commercial customers amounted to $27,364,000 or 31% of total sales, $11,507,000 or 13% of total sales, and $10,524,000 or 12% of total sales, respectively, for the year ended June 30, 2002. Sales to two commercial customers amounted to approximately $8,962,000 or 12% of total sales and $8,072,000 or 11% of total sales, respectively, for the year ended June 30, 2001. Sales to one commercial customer amounted to $7,934,000 or 12% of total sales for the year ended June 30, 2000. There were no other customers during fiscal years 2002, 2001 or 2000 representing more than 10% of total revenues.

Concentration of credit risk with respect to trade receivables is limited due to the large number of customers comprising Concurrent's customer base. Ongoing credit evaluations of customers' financial condition are performed and collateral is generally not required. There were two customers that accounted for $12,654,000 or 51% of total trade receivables and $3,468,000 or 14% of total trade receivables at June 30, 2002. There were two customers that accounted for $3,754,000 or 25% of total trade receivables and $1,586,000 or 10% of total trade receivables at June 30, 2001.

79

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

21. QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED)

The following is a summary of quarterly financial results for the years ended June 30, 2002 and 2001:

                                                           THREE MONTHS ENDED
                                        -------------------------------------------------------
                                         SEPTEMBER 30,    DECEMBER 31,   MARCH 31,    JUNE 30,
                                             2001             2001          2002        2002
                                        ---------------  --------------  ----------  ----------

2002                                       (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Net sales                               $       14,102   $      22,481   $   25,028  $  27,758
Gross margin                            $        6,460   $      10,080   $   12,761  $  15,265
Operating income (loss)                 $       (3,064)  $          62   $    2,361  $   4,320
Net income (loss)                       $       (3,010)  $          56   $    2,304  $   5,033
Net income (loss) per share - basic     $        (0.05)  $        0.00   $     0.04  $    0.08
Net income (loss) per share - diluted   $        (0.05)  $        0.00   $     0.04  $    0.08

                                                           THREE MONTHS ENDED
                                        -------------------------------------------------------
                                         SEPTEMBER 30,    DECEMBER 31,   MARCH 31,    JUNE 30,
                                             2000             2000          2001        2001
                                        ---------------  --------------  ----------  ----------

2001                                       (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Net sales                               $       16,312   $      14,533   $   22,081  $  19,895
Gross margin                            $        7,591   $       6,662   $   10,210  $   8,557
Operating income (loss)                 $       (1,580)  $      (3,997)  $      675  $    (689)
Net income (loss)                       $       (1,794)  $      (4,158)  $      571  $    (808)
Net income (loss) per share - basic     $        (0.03)  $      ( 0.08)  $     0.01  $   (0.01)
Net income (loss) per share - diluted   $        (0.03)  $      ( 0.08)  $     0.01  $   (0.01)

22. COMMITMENTS AND CONTINGENCIES

Concurrent leases certain sales and service offices, warehousing, and equipment under various operating leases. The leases expire at various dates through 2007 and generally provide for the payment of taxes, insurance and maintenance costs. Additionally, certain leases contain escalation clauses which provide for increased rents resulting from the pass through of increases in operating costs, property taxes and consumer price indexes.

80

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

At June 30, 2002, future minimum lease payments for the years ending June 30 are as follows:

                                CAPITAL LEASES   OPERATING LEASES        TOTAL
                               ----------------  -----------------  ---------------
(DOLLARS IN THOUSANDS)
2003                           $           101   $           2,742  $         2,843
2004                                       101               2,198            2,299
2005                                        51               1,835            1,886
2006                                         -               1,267            1,267
2007                                         -               1,119            1,119
Thereafter                                   -                 287              287
                               ----------------  -----------------  ---------------
                                           253   $           9,448  $         9,701
                                                 =================  ===============
Amount representing interest               (26)
                               ----------------
Present value of minimum
     capital lease payments    $           227
                               ================

     Rent  expense under all operating leases amounted to $3,612,000, $3,406,000
and  $3,906,000  for the years ended June 30, 2002, 2001 and 2000, respectively.

     Concurrent,  from time to time, is involved in litigation incidental to the

conduct of its business. Concurrent believes that such pending litigation will not have a material adverse effect on Concurrent's results of operations or financial condition.

Pursuant to the terms of the employment agreements with the executive officers of Concurrent, employment may be terminated by either Concurrent or the respective executive officer at any time. In the event the executive officer voluntarily resigns (except as described below) or is terminated for cause, compensation under the employment agreement will end. In the event an agreement is terminated directly by Concurrent without cause or in certain circumstances constructively by Concurrent, the terminated employee will receive severance compensation for a one-year period, in an annualized amount equal to the respective employee's base salary then in effect. At June 30, 2002, the maximum contingent liability under these agreements is approximately $2.0 million. Concurrent's employment agreements with certain of its officers contain certain offset provisions, as defined in their respective agreements.

23. NEW ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143"). SFAS 143 establishes financial accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The liability is accreted to its present value each period while the cost is depreciated over its useful life. Concurrent will adopt SFAS 143 for our fiscal year beginning July 1, 2002. Management believes the adoption of the provisions of this statement will not have a material impact on Concurrent's consolidated financial statements.

In October 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which superseded the accounting

81

CONCURRENT COMPUTER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

and reporting provisions of SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("SFAS 121"), and APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" ("APB 30"). Concurrent will adopt SFAS 144 for our fiscal year beginning July 1, 2002. Management believes the adoption of the provisions of this statement will not have a material impact on Concurrent's consolidated financial statements. Through the end of fiscal 2002, Concurrent evaluated long-lived assets for impairment in accordance with SFAS 121.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity. This statement is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. Management believes the adoption of the provisions of this statement will not have a material effect on Concurrent's consolidated financial statements.

82

                                                                                 SCHEDULE II

                               CONCURRENT COMPUTER CORPORATION

                              VALUATION AND QUALIFYING ACCOUNTS
                      FOR THE YEARS ENDED JUNE 30, 2002, 2001 AND 2000
                                   (DOLLARS IN THOUSANDS)


                                    BALANCE AT   CHARGED TO                         BALANCE
                                     BEGINNING    COSTS AND    DEDUCTIONS            AT END
DESCRIPTION                           OF YEAR     EXPENSES        (a)       OTHER   OF YEAR
----------------------------------  -----------  -----------  ------------  ------  --------
Reserves and allowances deducted
from asset accounts:

2002
----
Reserve for inventory obsolescence
  and shrinkage                     $     3,481  $       343  $      (548)  $    -  $  3,276
Allowance for doubtful accounts             860          484         (379)       -       965
Warranty accrual                            977        1,918         (623)       -     2,272

2001
----
Reserve for inventory obsolescence
  and shrinkage                     $     4,034  $     1,712  $    (2,265)  $    -  $  3,481
Allowance for doubtful accounts             484          590         (214)       -       860
Warranty accrual                            668          780         (471)       -       977

2000
----
Reserve for inventory obsolescence
  and shrinkage                     $     4,568  $       550  $    (1,084)  $    -  $  4,034
Allowance for doubtful accounts             418          289         (223)       -       484
Warranty accrual                              -          668            -        -       668

(a) Charges and adjustments to the reserve accounts for write-offs and credits issued during the year.

83

SIGNATURES

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

CONCURRENT COMPUTER CORPORATION

                                By:   /s/  Jack A. Bryant
                                   ----------------------------------
                                           Jack  A.  Bryant
                                           President and Chief Executive Officer

Date:  September 25, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of Registrant and in the capacities indicated on September 17, 2002.

NAME                           TITLE
----                           -----


/s/  Steve G. Nussrallah       Chairman of the Board and Director
--------------------------
Steve  G.  Nussrallah


/s/  Jack  A.  Bryant          President, Chief Executive Officer and Director
--------------------------     (Principal  Executive  Officer)
Jack  A.  Bryant


/s/  Steven  R. Norton         Executive Vice President, Chief Financial Officer
--------------------------     and Secretary
Steven  R.  Norton             (Principal  Financial  and  Accounting  Officer)


/s/  Alex  B.  Best            Director
--------------------------
Alex  B.  Best


/s/  Michael A. Brunner        Director
--------------------------
Michael  A.  Brunner


/s/  Morton  Handel            Director
--------------------------
Morton  Handel


/s/  Bruce N. Hawthorne        Director
--------------------------
Bruce  N.  Hawthorne


/s/  C.  Shelton  James        Director
--------------------------
C.  Shelton  James

84

CERTIFICATIONS

I, Jack A. Bryant, certify that:

1. I have reviewed this annual report on Form 10-K of Concurrent Computer Corporation;

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

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

Date: September 18, 2002

/s/ Jack A. Bryant
----------------------------------------
    Jack A. Bryant
    President and Chief Executive Officer

I, Steven R. Norton, certify that:

1. I have reviewed this annual report on Form 10-K of Concurrent Computer Corporation;

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

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

Date: September 18, 2002

/s/ Steven R. Norton
----------------------------------------
     Steven R. Norton
     Executive Vice President, Chief Financial Officer and Secretary

85

Exhibit 3.3

EXECUTED COPY

CERTIFICATE OF CORRECTION

FILED TO CORRECT A CERTAIN ERROR IN THE
RESTATED CERTIFICATE OF INCORPORATION
OF
CONCURRENT COMPUTER CORPORATION
FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE
ON MAY 5, 1993

We, Jack A. Bryant, President and Chief Executive Officer, and Kirk L. Somers, General Counsel of Concurrent Computer Corporation (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY:

1. The name of the corporation is Concurrent Computer Corporation.

2. That a Restated Certificate of Incorporation was filed by the Secretary of State of Delaware on May 5, 1993 (the "Restated Certificate") and that the Restated Certificate contains an inaccurate record of the corporate action taken and requires correction as permitted by Section 103(f) of the General Corporation Law of the State of Delaware.

3. The Restated Certificate was not intended to further amend the Corporation's Certificate of Incorporation but was intended to restate and integrate the provisions as theretofore amended or supplemented.

4. The inaccuracy or defect of the Restated Certificate to be corrected is to incorporate that certain Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock of Concurrent Computer Corporation filed with the Secretary of the State of Delaware on August 13, 1992 (the "Amended Certificate of Designations"). The Amended Certificate of Designations was a supplement to the Corporation's Certificate of Incorporation as of the date of the filing of the Restated Certificate. Therefore, the Amended Certificate of Designations should have been referenced therein.

5. That pursuant to Section 103(f) of the General Corporation Law of the State of Delaware, Paragraph E of Article FOURTH of the Restated Certificate is corrected to include the following paragraph:

The Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock of the Corporation filed with the Secretary of State of Delaware on August 13, 1992 and attached hereto as


Exhibit A (the "Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock") shall be deemed to be incorporated herein by reference and the designations, powers, preferences and relative participating, optional conversion and other special rights of the Series A Participating Cumulative Preferred Stock shall continue in existence and maintained as separately set forth in the Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock. The Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock shall remain a supplement to this restated Certificate of Incorporation of the Corporation effective as of August 13, 1992 and may be amended, restated or supplemented as provided under this restated Certificate of Correction, The Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock, or the General Corporation Law of the State of Delaware.

6. That pursuant to Section 103(f) of the General Corporation Law of the State of Delaware, the Restated Certificate is corrected to include Exhibit A attached hereto as Exhibit A to the Restated Certificate.

IN WITNESS WHEREOF, Concurrent Computer Corporation has caused this certificate to signed and attested to by its duly authorized officers on this 7th day of August, 2002.

                                           /s/ Jack A. Bryant
                                           -------------------------------------
                                           Jack A. Bryant
                                           President and Chief Executive Officer
Attest:



/s/  Kirk L. Somers
-----------------------
Kirk L. Somers
General Counsel


EXHIBIT A

AMENDED CERTIFICATE OF DESIGNATIONS,
PREFERENCES AND RIGHTS OF SERIES A
PARTICIPATING CUMULATIVE PREFERED STOCK

of

CONCURRENT COMPUTER CORPORATION

Pursuant to Section 151 of
The General Corporation Law
of the State of Delaware

We, Denis R. Brown, Chairman of the Board and Chief Executive Officer, and
C. Michael Carter, Secretary of Concurrent Computer Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY:

That pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the said Corporation, the said Board of Directors on July 31, 1992, adopted the following resolution:

RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provision of its Certificate of Incorporation, the Certificate of Designations, Preferences and Rights of Series A Participating Cumulative Preferred Stock previously adopted by the Board of Directors and filed with the Secretary of State of the State of Delaware be, and it hereby is, amended by deleting the previously filed Certificate of Designations, Preferences and Rights in its entirety and substituting in lieu thereof the following:

1. 300,000 shares of Preferred Stock of the Corporation, par value $.01 per share, are hereby constituted as a series of Preferred Stock designated as "Series A Participating Cumulative Preferred Stock" (hereinafter called "this series"). The Board of Directors is authorized to decrease and to increase the number of shares of this series.

2 (a). Before any dividend or distribution in cash or other property (other than dividends payable in stock ranking junior to the shares of this series as to dividends and upon liquidation) on any class or series of stock of the Corporation ranking junior to the shares of this series as to dividends and upon liquidation shall be declared or paid or set apart for payment, the holders of shares of this series shall be entitled to receive cash dividends, when and as declared by the Board of Directors, payable quarterly on the fifth day of March, June, September and December (each such date being referred to herein as a "Quarterly Dividend Payment Date") commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of this series, in an amount per share (rounded to the nearest cent), subject to the provision

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for adjustment hereinafter set forth, equal to 100 times the aggregate per share amount of all cash dividends and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of this series. In the event the Corporation shall at any time after August 14, 1992 (the "Rights Declaration Date") (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of this series were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

2 (b). The Corporation shall declare a dividend or distribution on this series as provided herein immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). If the funds available for the payment of such dividend are insufficient to pay in full the dividends payable on all outstanding shares of this series and shares of any other class or series of the Corporation ranking on a parity herewith, the total available funds shall be paid in partial dividends on the shares of such other class or series and the shares of this series ratably in proportion to the respective annual dividend rates per share fixed therefor (such rates being expressed as percentages calculated in each case by dividing the annual dividend payments per share by the amount of the voluntary liquidation preference per share). Accrued but unpaid dividends shall not bear interest.

2 (c). Dividends shall begin to accrue and be cumulative on outstanding shares of this series from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of this series, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares or unless the date of such issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of this series entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. The Board of Directors may fix a record date for the determination of holders of shares of this series entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof.

3. Each share of this series shall entitle the holder thereof to 100 votes upon all matters upon which holders of Common Stock of the Corporation have the right to vote, such votes to be counted together with those for any other shares of capital stock having the right to vote on such matters and not separately as a class or group.

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4. This series shall rank junior with respect to payment of dividends and on liquidation to all other classes or series of the Corporation's Preferred Stock outstanding on July 31, 1992 and to all such other series that may be issued after such date except to the extend that any such series specifically provides that it shall rank junior to this series.

5. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to this series unless, prior thereto, the holders of shares of this series shall have received an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate per share amount to be distributed per share to holders of Common Stock, or (ii) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with this series, except distributions made ratably on this series and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the aggregate amount to which holders of shares of this series were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

6. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of this series shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of this series shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

7. The shares of this series shall not be redeemable nor shall the shares of this series be convertible into or exchangeable for shares of stock of any other class or classes of stock of the Corporation.

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8. Shares of this series which have been issued and acquired in any manner by the Corporation (excluding, until the Corporation elects to retire them, shares which are held as treasury shares but including shares purchased and retired, whether through the operation of a sinking fund or otherwise) shall, upon compliance with any applicable provisions of the laws of the State of Delaware, have the status of authorized and unissued shares of Preferred Stock and may be reclassified and reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any series of Preferred Stock other than this series, all subject to the conditions and restrictions on issuance set forth in any resolution or resolutions adopted by the Board of Directors providing for the issue of any series of Preferred Stock.

9. So long as any shares of this series are outstanding the Corporation will not:

(a) Declare or pay, or set apart for payment any dividends (other than dividends payable in stock ranking junior to the shares of this series as to dividends and upon liquidation) or make any distribution, on any other class or series of stock of the Corporation ranking junior to the shares of this series either as to dividends or upon liquidation and will not redeem, purchase or otherwise acquire, or permit any subsidiary to purchase or otherwise acquire, any shares of any such junior class or series if at the time of making such declaration, payment, distribution, redemption, purchase or acquisition, the Corporation shall be in default with respect to any dividend payable on shares of this series provided that, notwithstanding the foregoing, the Corporation may at any time redeem, purchase or otherwise acquire shares of stock of any such junior class or series in exchange for, or out of the net cash proceeds from the sale of, other shares of stock of any junior class or series.

(b) Declare or pay, or set apart for payment any dividends (other than dividends payable in stock ranking junior to the shares of this series as to dividends and upon liquidation) or make any distribution, on any other class or series of stock of the Corporation raking on a parity with the shares of this series either as to dividends or upon liquidation, except dividends paid ratably on shares of this series and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled and will not redeem, purchase or otherwise acquire, or permit any subsidiary to purchase or otherwise acquire, any shares of stock ranking on a parity with this series if at the time of making such declaration, payment, distribution, redemption, purchase or acquisition, the Corporation shall be in default with respect to any dividend payable on shares of this series, provided that, notwithstanding the foregoing, the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for, or out of the net cash proceeds from the sale of, other shares of stock of any junior class or series.

(c) Without the affirmative vote of at least a majority of the shares of this series at the time outstanding, given in person or by proxy either in writing or by resolution adopted at an annual or special meeting called for the purpose, at which the holders of the shares of this series shall vote separately as a class, merge into or consolidate with any other corporation if the shares of the surviving or resulting corporation into or for which shares of this series are converted or exchanged shall be junior as to dividends or upon liquidation to shares of any other class or

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series of stock of the surviving or resulting corporation, except as provided in paragraph 4 hereof.

10. This series may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of this series.

11. For the purposes hereof:

(a) The term "outstanding" when used in reference to shares of stock, shall mean issued shares, excluding shares held by the Corporation or a subsidiary;

(b) The amount of dividends "accrued" on any share of this series as of any dividend date shall be deemed to be the amount of any unpaid dividends accumulated thereon to and including such dividend date, whether or not earned or declared, and the amount of dividends "accrued" on any share of this series as of any date other than a dividend date shall be calculated as the amount of any unpaid dividends accumulated thereon to and including the last preceding dividend date, whether or not earned or declared, but such amount shall not include any interest or per share equivalent of interest.

(c) Any class of series of stock of the Corporation shall be deemed to rank:

(i) prior to the shares of this series either as to dividends or upon liquidation, if the holders of such class or classes shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of the shares of this series;

(ii) on a parity with the shares of this series either as to dividends or upon liquidation, whether or not the dividend rate, dividend payment dates, or redemptions or liquidation prices per share thereof be different from those of the shares of this series, if the holders of such class or classes of stock shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority one over the other with respect to the holders of the shares of this series;

(iii) junior the shares of this series either as to dividends or upon liquidation if the rights of the holders of such class or classes shall be subject or subordinate to the rights of the holders of the shares of this series in respect of the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be.

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Exhibit 4.4

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THIS WARRANT SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION THAT QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND FOR WHICH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT HAS BEEN PROVIDED.

Warrant No. 1 Date: March 29, 2001

WARRANT TO PURCHASE COMMON STOCK
OF
CONCURRENT COMPUTER CORPORATION

Void after 5:00 P.M. (United States Eastern Time) on March 29, 2005, unless extended as provided herein.

This certifies that, for value received, receipt and sufficiency of which are hereby acknowledged, Comcast Concurrent Holdings, Inc., or its registered assigns (the "HOLDER"), is entitled, subject to the terms and conditions set forth below, to purchase from Concurrent Computer Corporation, a Delaware corporation (the "COMPANY"), fifty thousand (50,000) (the "WARRANT NUMBER") validly issued, fully paid and nonassessable shares (the "WARRANT SHARES") of Common Stock of the Company, par value $0.01 per share (the "COMMON STOCK"), subject to adjustment as provided herein, at a purchase price equal to $5.196 per share (the "EXERCISE PRICE").

The term "WARRANT" as used herein shall mean this Warrant, and any warrants delivered in substitution or exchange therefor as provided herein.

1. Term of Warrant. Subject to the terms and conditions set forth herein, this Warrant shall be exercisable, in whole or in part, during the term commencing on the date hereof and ending at 5:00 P.M. (United States Eastern Time) on March 29, 2005 (subject to extension as provided below, the "EXERCISE PERIOD"); provided, however, that (a) in the event that the expiration date of this Warrant shall fall on a Saturday, Sunday or United States federally recognized holiday, the

expiration date for this Warrant shall be extended to 5:00 P.M. (United States Eastern Time) on the Business Day (as defined in Section 6(i)) following such Saturday, Sunday or recognized holiday, (b) in the event that, on the expiration date of this Warrant, the Company is then required, pursuant to an effective demand therefor under that certain Registration Rights Agreement of even date herewith between the Company and the initial Holder hereof (the "REGISTRATION RIGHTS AGREEMENT") to use its reasonable best efforts to effect, or is in the process of effecting, a registration under the Securities Act of 1933, as amended (the "SECURITIES ACT") for a public offering in which Warrant Shares are entitled to be included as provided in the Registration Rights Agreement, or if the Company is in default of any such obligations to register the sale of such Common Stock, the right to exercise this Warrant shall continue until the later of 5:00 P.M. (United States Eastern Time) on the 30th day following the date on which such registration shall have become effective or the 30th day following the date all such defaults shall have been cured, and (c) in the event that, on the expiration date of this Warrant, the Holder and the Company are in the process of complying with the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), in accordance with the provisions of Section 2(d) below, the right to exercise this Warrant shall continue until 5:00 P.M. (United States Eastern Time) on the 30th day following the date on which any waiting period under the HSR Act applicable to the exercise of the Warrant shall have expired or been terminated.

2. Exercise of Warrant.

(a) This Warrant may be exercised by the Holder, in whole or in part, by (i) the surrender of this Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and (ii) the delivery of payment to the Company of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in any manner specified in subsection (c) of this Section 2.

(b) The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise shall be delivered to the Holder as promptly as practicable, and in any event within ten days thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

(c) The Exercise Price shall be payable (i) in cash or its equivalent, payable by wire transfer of immediately available funds to a bank account specified by the Company or by certified or bank cashiers' check in lawful money of the United States of America; (ii) by surrendering to the Company the right to purchase a number of Warrant Shares equal to the

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product obtained by multiplying the number of Warrant Shares to be purchased (including any Warrant Shares to be surrendered) by a fraction, the numerator of which is the Exercise Price and the denominator of which is the Current Market Price (as defined in Section 6(i) below) of the Common Stock on the date of exercise of the Warrant, or (iii) in any combination of (i) or (ii). In the event the Exercise Price is to be paid, in whole or in part, in accordance with the payment method described in clause (ii), and compliance with the provisions of the HSR Act is required in accordance with subsection (d) of this Section 2 prior to the consummation of such exercise, the Current Market Price of the Common Stock shall be calculated as of the date on which the Holder notifies the Company of its decision to exercise the Warrant, pending compliance with the provisions of the HSR Act, rather than the date of the consummation of such exercise.

(d) The Holder agrees that any exercise of this Warrant is, to the extent applicable, subject to compliance with the provisions of the HSR Act. The Company agrees that, in the event that the exercise of this Warrant by the Holder requires compliance with any provisions of the HSR Act, the Company shall cooperate with the Holder in connection with any such filings by (i) making all filings required to be made on the Company's part under the HSR Act and (ii) promptly furnishing, or causing to be furnished, any information that may be required by the Federal Trade Commission or the Department of Justice under the HSR Act.

3. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Current Market Price multiplied by such fraction or, at the Company's option, round such fractional share to the nearest whole share.

4. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

5. Rights of Stockholders. Subject to the provisions of Sections 6(l) and 8 hereof, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised as provided herein.

6. Antidilution Provisions. The Exercise Price and the Warrant Number shall be subject to adjustment from time to time as provided in this Section 6.

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(a) In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company in Common Stock or any other security convertible into or exchangeable for shares of Common Stock (other than any rights, options or warrants described in subsection (b) of this
Section 6), the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the date fixed for determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and (ii) the denominator shall be the sum of (A) such number of shares referred to in clause (i) and (B) the total number of shares of Common Stock constituting such dividend or other distribution (or, in the case of a dividend or distribution of securities convertible into or exchangeable for shares of Common Stock, the total number of shares of Common Stock underlying such securities), such reduction to become effective immediately prior to the opening of business on the next Business Day following the date fixed for such determination. For the purposes of this subsection (a), the number of shares of Common Stock at any time outstanding shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

(b) In case the Company shall hereafter issue rights, options or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock or any other security convertible into or exchangeable for shares of Common Stock (such rights, options or warrants not being available on an equivalent basis to Holders of the Warrants upon exercise) at a price per share less than the Current Market Price of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights, options or warrants (other than pursuant to a dividend reinvestment plan), (i) the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the date fixed for such determination shall be reduced by multiplying the Exercise Price in effect immediately prior to the close of business on the date fixed for the determination of holders of Common Stock entitled to receive such rights, options or warrants by a fraction of which (A) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price and (B) the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase (or such number of shares of Common Stock underlying any convertible securities so offered for subscription or purchase), such reduction to become effective immediately prior to the opening of business on the next Business Day following the date fixed for such determination (for the purposes of this subsection (b), the number of shares of Common Stock at any time outstanding shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock), and (ii) if any such rights, options or warrants expire or terminate without having been exercised or are exercised for a consideration different from that utilized in the computation of any adjustment or adjustments on account of such rights, options or warrants, the Exercise Price with respect to any Warrant not theretofore exercised shall be readjusted such that the Exercise Price would be the same as would have resulted had such adjustment been made without regard to the issuance of such expired or terminated rights, options or warrants or based

-4-

upon the actual consideration received upon exercise thereof, as the case may be, which readjustment shall become effective upon such expiration, termination or exercise, as applicable; provided, however, that all readjustments in the Exercise Price based upon any expiration, termination or exercise for a different consideration of any such right, option or warrant, in the aggregate, shall not cause the Exercise Price to exceed the Exercise Price immediately prior to the time such rights, options or warrants were initially issued (without regard to any other adjustments of such number under this subsection
(b) that may have been made since the date of the issuance of such rights, options or warrants).

(c) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case the outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the day upon which such combination becomes effective shall be proportionately increased.

(d) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights, options or warrants referred to in subsection (b) of this Section 6, any dividend or distribution paid exclusively in cash and any dividend referred to in subsection (a) of this
Section 6), the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which (i) the numerator shall be the Current Market Price at the close of business on the date fixed for such determination less the then fair market value of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock , and (ii) the denominator shall be such Current Market Price, such adjustment to become effective immediately prior to the opening of business on the next Business Day following the date fixed for the determination of stockholders entitled to receive such distribution.

(e) The Company may make such reductions in the Exercise Price, in addition to those required by subsections (a), (b), (c) and (d) of this Section 6, as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights shall not be taxable to the recipients.

(f) In case of any reclassification, recapitalization or other change in the outstanding securities of the class issuable upon exercise of this Warrant (including any such reclassification, recapitalization or other change upon a consolidation or merger in which the Company is the continuing corporation, but not including any transactions for which an adjustment is provided in subsection (c), (d) or (g) of this Section 6), the Company shall execute and deliver to the Holder a new warrant certificate, satisfactory in form and substance to the Holder and without payment of any additional consideration therefor, providing that the Holder shall have the right thereafter, during the period such Warrant shall be outstanding, to exercise such Warrant into the kind and amount (if any) of securities, cash and other property receivable upon such reclassification, recapitalization or other change by a holder of the number of shares of

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Common Stock issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, recapitalization or other change. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The above provisions of this subsection (f) shall similarly apply to successive reclassifications, recapitalizations and other changes in the outstanding securities of the class issuable upon exercise of this Warrant.

(g) In case of any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Common Stock) or any sale or transfer of all or substantially all of the assets of the Company, in each case in which this Warrant remains in full force and effect, the provisions of this Warrant shall be immediately and automatically amended, without any further action on the part of the Company or the Holder, to the extent necessary to entitle the Holder to exercise such Warrant into the kind and amount (if any) of securities, cash and other property receivable upon such consolidation, merger, sale of transfer by a holder of the number of shares of Common Stock that would have otherwise been issuable upon exercise of this Warrant had it been exercised immediately prior to such consolidation, merger, sale or transfer. If the holders of the Common Stock may elect from choices the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer, then for the purpose of this Section 6, the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer shall be deemed to be the choice specified by the Holder, which specification shall be made by the Holder by the later of (i) ten Business Days after the Holder is provided with a final version of all information required by law or regulation to be furnished to holders of Common Stock concerning such choice, or, if no such information is required, ten Business Days after the Holder is provided with a final version of all information that was otherwise furnished to the holders of Common Stock concerning such choice, and (ii) the last time at which holders of Common Stock are permitted to make their specification known to the Company. If the Holder fails to make any specification, the Holder's choice shall be deemed to be whatever choice is made by a plurality of holders of Common Stock not affiliated with the Company or the other person to the merger or consolidation. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The above provisions of this subsection (g) shall similarly apply to successive consolidations, mergers, sales or transfers.

(h) If the Company, at any time within nine (9) months following the issuance of this Warrant and while the Warrant remains outstanding and unexpired, shall issue any Additional Shares of Common Stock (as defined below)
(otherwise than as provided in the foregoing subsections 6(a) through 6(g) above) at a price per share less, or for other consideration lower, than the Current Market Price as of the date of issuance of such Additional Shares of Common Stock, or without consideration, then upon such issuance the Exercise Price shall be adjusted to that price determined by multiplying the Exercise Price by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common

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Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the Current Market Price as of the date of issuance of such Additional Shares of Common Stock, and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. No adjustment of the Exercise Price shall be made under this subsection 6(h) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities if any such adjustments shall previously have been made upon the issuance of any such warrants, options or other rights or upon the issuance of any such convertible securities (or upon the issuance of any warrants, options or any rights therefor) pursuant to subsections 6(i) or 6(j) hereof.

(i) In case the Company shall issue any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock during the nine (9) month period referred to in Section 6(h) above, and the price per share for which Additional Shares of Common Stock may be issuable pursuant to the terms of such warrants, options or other rights on the date of issuance of such warrants, options or other rights shall be less than the Current Market Price as of the date of issuance of such warrants, options or other rights, then upon such issuance the Exercise Price shall be adjusted as provided in subsection 6(h) hereof on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to such warrants, options or other rights shall be deemed to have been issued as of the date of issuance of such warrants, options or rights, and (ii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the consideration received by the Company for the issuance of such warrants, options, or other rights plus the minimum consideration to be received by the Company for the issuance of Additional Shares of Common Stock pursuant to such warrants, options, or other rights. Notwithstanding any other language in this
Section 6 to the contrary, the adjustments required under this Section 6, and the issuance of a new Warrant pursuant to Section 2(b), shall not be deemed, for purposes of further adjustments, to be an issuance of any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock.

(j) In case the Company shall issue any securities convertible into Additional Shares of Common Stock during the nine (9) month period referred to in Section 6(h) above and the price per share for which Additional Shares of Common Stock may be issuable pursuant to the terms of such convertible securities on the date of issuance of such convertible securities shall be less than the Current Market Price as of the date of issuance of such convertible securities, then upon such issuance the Exercise Price shall be adjusted as provided in subsection 6(h) hereof on the basis that (i) the maximum number of Additional Shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued as of the date of issuance of such convertible securities, and (ii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the consideration received by the Company for the issuance of such convertible securities plus the minimum consideration to be received by the Company for the issuance of such Additional Shares of Common Stock pursuant to the terms of such convertible securities. No adjustment of the Exercise Price shall be made under this subsection upon the issuance of any

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convertible securities that are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights therefor, if any such adjustments shall previously have been made upon the issuance of such warrants, options or other rights pursuant to subsection 6(i) hereof. Notwithstanding any other language in this Section 6 to the contrary, the adjustments required under this Section 6, and the issuance of a new Warrant pursuant to Section 2(b), shall not be deemed, for purposes of further adjustments, to be an issuance of any securities convertible into Additional Shares of Common Stock.

(k) Whenever there shall be any change in the Exercise Price under this Section 6, then there shall be an adjustment (to the nearest thousandth) in the Warrant Number, which adjustment shall become effective at the time such change in the Exercise Price becomes effective and shall be made by multiplying the Warrant Number in effect immediately before such change in the Exercise Price by a fraction the numerator of which is the Exercise Price immediately before such change and the denominator of which is the Exercise Price immediately after such change.

(l) The following provisions will be applicable to the making of adjustments in the Exercise Price hereinabove provided in this Section 6:

(i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any securities convertible into Additional Shares of Common Stock shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities are offered by the Company for subscription, the subscription price, or (z) if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities are sold to or through underwriters or dealers for public offering without a subscription offering, the public offering price, in any such case disregarding any amounts paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issuance thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable to the Holder. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any Additional Shares of Common Stock or warrants, options or other rights or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such

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Additional Shares of Common Stock or warrants, options or other rights or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

(ii) Readjustment of Exercise Price. Upon the expiration of the right to convert or exchange any convertible securities, or upon the expiration of any options, warrants or other rights, the issuance of which convertible securities, options, warrants or other rights effected an adjustment in the Exercise Price, if any such convertible securities shall not have been converted or exchanged, or if any such options, warrants or other rights shall not have been exercised, the number of shares of Common Stock deemed to be issued and outstanding by reason of the fact that they were issuable upon conversion or exchange of any such convertible securities or upon exercise of any such options, warrants or other rights shall no longer be computed as set forth above, and the Exercise Price shall forthwith be readjusted and thereafter be the price which it would have been (but reflecting any other adjustments in the Exercise Price made pursuant to the provisions of this Section 6 after the issuance of such convertible securities, options, warrants or other rights) had the adjustment of the Exercise Price made upon the issuance or sale of such convertible securities or issuance of options, warrants or other rights been made on the basis of the issuance only of the number of Additional Shares of Common Stock actually issued upon conversion or exchange of such convertible securities, or upon the exercise of such options, warrants or other rights, and thereupon only the number of Additional Shares of Common Stock actually so issued shall be deemed to have been issued and only the consideration actually received by the Company (computed as in subsection (l)(i) hereof) shall be deemed to have been received by the Company.

(m) For the purpose of any computation under subsection (c) of
Section 2, Section 3 or Section 6, the current market price per share of Common Stock (the "Current Market Price") on any day shall be deemed to be the closing price per share as of the earlier of the last trading day prior to the date in question or the day before the Ex Date (as defined below) with respect to the issuance, payment or distribution. For this purpose, the term "Ex Date," when used with respect to the issuance, payment or distribution, shall mean the first date on which the Common Stock trades regular way on the applicable securities exchange or in the applicable securities market without the right to receive such issuance or distribution. The closing price for each day shall be (i) as reported in the Wall Street Journal (Eastern Edition) on the Nasdaq National Market System, (ii) if the Common Stock is not listed or admitted to trading on the Nasdaq National Market System, as reported in the Wall Street Journal (Eastern Edition) on the SmallCap Market or the principal national securities exchange on which the Common Stock is listed or admitted to trading or (iii) if not listed or admitted to trading on the Nasdaq National Market System, on the SmallCap Market or on any national securities exchange, as determined in good faith by the Board of Directors of Company for that purpose. In the event that the Board of Directors of the Company determines the Current Market Price pursuant to the preceding sentence, the Holder may, at its sole discretion, cause the Company to engage external independent appraisers selected by the Holder to determine the Current Market Price, which determination shall be binding. In the event that the Current Market Price determined by such independent appraisers differs from the Current Market Price determined by the Board of Directors of the Company by five percent (5%) or more and such difference is adverse to the interests of Holder, the Company shall bear the costs and expenses related to the independent audit; otherwise, the Holder shall bear such costs and expenses.

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(n) No adjustment in the Exercise Price shall be required unless such adjustment (plus any adjustments not previously made by reason of this subsection (n)) would require an increase or decrease of at least 1% in such Exercise Price; provided, however, that any adjustments that by reason of this subsection (n) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subsection (n) shall be made to the nearest cent or to the nearest 1/100 of a share of Common Stock, as the case may be. Notwithstanding the foregoing, any adjustment required by this subsection (n) shall be made no later than the expiration of the right to exercise the Warrant or a portion thereof.

(o) Whenever the Exercise Price and Warrant Number is adjusted as herein provided:

(i) the Company shall compute the adjusted Exercise Price and Warrant Number in accordance with Section 6 and shall prepare a certificate signed by the treasurer of the Company setting forth the adjusted Exercise Price and Warrant Number and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with any transfer agent; and

(ii) a notice stating that the Exercise Price and Warrant Number have been adjusted and setting forth the adjusted Exercise Price and Warrant Number shall forthwith be required, and as soon as practicable after it is required, such notice (together with a copy of the certificate prepared under
Section 6(o)(i) hereof) shall be mailed by the Company to the Holder of the Warrant at its last address as shall appear in the Warrant Register (as defined in Section 7(a)).

(p) In case:

(i) the Company shall declare a dividend or other distribution on its Common Stock (other than a dividend payable exclusively in cash that would not cause an adjustment to the Exercise Price to take place pursuant to Section 6 above);

(ii) the Company or any of its subsidiaries shall make a tender offer for the Common Stock;

(iii) the Company shall authorize the granting to all Holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class;

(iv) of any reclassification of the Common Stock (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or

(v) of the voluntary of involuntary dissolution, liquidation or winding up of the Company;

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then the Company shall cause to be filed with any warrant agent, and shall cause to be mailed to the Holder of this Warrant at its last address as shall appear in the Warrant Register, at least ten days prior to the effective date hereinafter specified, a notice stating (A) the date on which a record has been taken for the purpose of such dividend, distribution or grant of rights, options or warrants, or, if record is not to be taken, the date as of which the identity of the holders of Common Stock of record entitled to such dividend, distribution, rights, options or warrants is to be determined, or (B) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses
(i) through (v) of this subsection (p).

(q) For the purpose of this Section 6,

(i) "Additional Shares of Common Stock" shall mean all shares of Common Stock issued by the Company, except:

(a) shares of Common Stock outstanding as of the date hereof;

(b) shares of Common Stock issuable upon the exercise of warrants, including this Warrant, which are outstanding on the date hereof; and

(c) shares of Common Stock (and/or options, warrants or other Common Stock purchase rights) issued or to be issued to employees, officers or directors of, or advisors to the Company, pursuant to compensation plans, agreements or other arrangements that are approved by the Company's Board of Directors.

(ii) "Common Stock" shall mean the Company's Common Stock and any other shares of capital stock of the Company of any class, or series within a class, whether now or hereafter authorized, which has the right to participate in the distribution of earnings or assets of the Company without limit as to amount or percentage.

7. Transfer of Warrant.

(a) Warrant Register. The Company will maintain a register (the "WARRANT REGISTER") containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change his address as shown on the Warrant Register or transfer this Warrant in accordance with the terms of this Warrant by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until actual receipt by the Company of written notice from the Holder requesting a change of address or the transfer of this Warrant, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes.

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(b) Warrant Agent. The Company may, by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register referred to in subsection (a) of this Section 7, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent.

(c) Transferability. Subject to the restrictions on transfer set forth in subsection (d) of this Section 7, title to this Warrant may be transferred, in whole or in part, without the consent of the Company, by endorsement (by the Holder executing the Assignment Form annexed hereto) and delivery in the same manner as a negotiable instrument transferred by endorsement and delivery. Upon surrender of this Warrant for transfer, properly endorsed on the Assignment Form, the Company at its expense shall issue, on the order of the Holder, a new warrant or warrants of like tenor, in such name as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof. Each holder of this Warrant, by holding it, agrees that this Warrant, when endorsed in blank, may be deemed negotiable, and that, when this Warrant shall have been so endorsed, the holder of this Warrant may be treated by the Company and all other persons dealing with this Warrant as the absolute owner of this Warrant for any purpose and as the person entitled to exercise the rights represented by this Warrant, or to the transfer of this Warrant on the books of the Company, any notice to the contrary notwithstanding.

(d) Compliance with Securities Laws.

(i) The Holder of this Warrant, by acceptance hereof, acknowledges that the transfer of this Warrant and the Warrant Shares is subject to the Holder's compliance with the provisions of the Securities Act and any applicable state securities laws in respect of any such transfer.

(ii) The certificate or certificates representing any Warrant Shares acquired upon exercise of this Warrant, and any Common Stock or other securities issued in respect of such Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with the following legend (unless such a legend is no longer required under the Securities Act):

THE TRANSACTION IN WHICH THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION THAT QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND FOR WHICH AN OPINION OF COUNSEL

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IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH
EFFECT HAS BEEN PROVIDED.

(iii) The Company shall not be required to register the transfer of this Warrant or the Warrant Shares on the books of the Company unless the Company shall have been provided with an opinion of counsel in form and substance reasonably satisfactory to the Company that this Warrant or the Warrant Shares, as applicable, are eligible for transfer without registration under the Securities Act; provided, however, that no such opinion of counsel shall be necessary in order to effectuate a transfer of this Warrant or any of the Warrant Shares (A) in accordance with the provisions of Rule 144(k) promulgated under the Securities Act or (B) with respect to the Warrant Shares, in accordance with the intended method of disposition set forth in any registration statement filed by the Company and covering the Warrant Shares pursuant to the Registration Rights Agreement.

(iv) The conditions precedent imposed by this subsection (d) upon the transferability of this Warrant and the Warrant Shares shall cease and terminate as to this Warrant and any of the Warrant Shares (A) when such securities shall have been registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such securities, (B) at such time as the Company shall have been provided with an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the restrictive legend on such securities is no longer required in order to establish compliance with the provisions of the Securities Act, or (C) when such securities are transferred pursuant to Rule 144 or become transferable in accordance with the provisions of Rule 144(k) promulgated under the Securities Act. Whenever the conditions imposed by this subsection (d) shall terminate as hereinabove provided with respect to any of the Warrant Shares, the holder of any such securities bearing the legend set forth in Section 7(d)(ii) shall be entitled to receive from the Company, without expense (except for the payment of any applicable transfer taxes) and as expeditiously as possible, new stock certificates not bearing such legend.

8. Covenants of the Company. The Company hereby covenants and agrees that:

(a) during the term of this Warrant, the Company will reserve a sufficient number of shares of authorized and unissued Common Stock to provide for the issuance of Common Stock, which shares shall be duly authorized, fully paid and non-assessable, upon the exercise of this Warrant and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of the Warrant;

(b) the Company will not, by amendment of its Certificate of Incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by the Company;

(c) all shares that may be issued upon exercise of this Warrant and payment of the Exercise Price, in accordance with the provisions set forth herein, will be free from all taxes,

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liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein); and

(d) issuance of this Warrant by the Company shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the exercise of this Warrant and payment of the Exercise Price, in accordance with the provisions set forth herein.

9. Notices. Notices under this Warrant to the Company and the Holder shall be provided in the manner, and to the addresses of the Company and the Holder, set forth in the Registration Rights Agreement, or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

10. Amendments. Neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.

11. Governing Law. This Warrant shall be governed in all respects by the internal laws of the State of Delaware as applied to contracts entered into solely between residents of, and to be performed entirely within, such state, and without reference to principles of conflicts of laws or choice of laws.

12. Successors and Assigns. This Warrant shall be binding upon the Company's successors and assigns and shall inure to the benefit of the Holder's successors, legal representatives and assigns.

13. Attorney's Fees. In the event of a dispute with regard to the interpretation of this Warrant, the prevailing party may collect the cost of reasonable attorney's fees, litigation expenses or such other expenses as may be incurred in the enforcement of the prevailing party's rights hereunder.

IN WITNESS WHEREOF, CONCURRENT COMPUTER CORPORATION has caused this Warrant

to be executed by its authorized officer.

Dated: March 29, 2001

CONCURRENT COMPUTER CORPORATION

By: /s/ Steven R. Norton
   ------------------------------------
Name: Steven R. Norton
      ---------------------------------

Title: Executive Vice President and CFO
       --------------------------------

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Exhibit 4.5

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THIS WARRANT SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION THAT QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND FOR WHICH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT HAS BEEN PROVIDED.

Warrant No. 2 Date: October 9, 2001

WARRANT TO PURCHASE COMMON STOCK
OF
CONCURRENT COMPUTER CORPORATION

Void after 5:00 P.M. (United States Eastern Time) on October 9, 2005, unless extended as provided herein.

This certifies that, for value received, receipt and sufficiency of which are hereby acknowledged, Comcast Concurrent Holdings, Inc., or its registered assigns (the "HOLDER"), is entitled, subject to the terms and conditions set forth below, to purchase from Concurrent Computer Corporation, a Delaware corporation (the "COMPANY"), four thousand four hundred and thirty one (4,431) (the "WARRANT NUMBER") validly issued, fully paid and nonassessable shares (the "WARRANT SHARES") of Common Stock of the Company, par value $0.01 per share (the "COMMON STOCK"), subject to adjustment as provided herein, at a purchase price equal to $6.251 per share (the "EXERCISE PRICE").

The term "Warrant" as used herein shall mean this Warrant, and any warrants delivered in substitution or exchange therefor as provided herein.

1. Term of Warrant. Subject to the terms and conditions set forth herein, this Warrant shall be exercisable, in whole or in part, during the term commencing on the date hereof and ending at 5:00 P.M. (United States Eastern Time) on October 9, 2005 (subject to extension as provided below, the "EXERCISE PERIOD"); provided, however, that (a) in the event that the expiration date of this Warrant shall fall on a Saturday, Sunday or United States federally recognized holiday, the

expiration date for this Warrant shall be extended to 5:00 P.M. (United States Eastern Time) on the Business Day (as defined in Section 6(i)) following such Saturday, Sunday or recognized holiday, (b) in the event that, on the expiration date of this Warrant, the Company is then required, pursuant to an effective demand therefor under that certain Registration Rights Agreement of even date herewith between the Company and the initial Holder hereof (the "REGISTRATION RIGHTS AGREEMENT") to use its reasonable best efforts to effect, or is in the process of effecting, a registration under the Securities Act of 1933, as amended (the "SECURITIES ACT") for a public offering in which Warrant Shares are entitled to be included as provided in the Registration Rights Agreement, or if the Company is in default of any such obligations to register the sale of such Common Stock, the right to exercise this Warrant shall continue until the later of 5:00 P.M. (United States Eastern Time) on the 30th day following the date on which such registration shall have become effective or the 30th day following the date all such defaults shall have been cured, and (c) in the event that, on the expiration date of this Warrant, the Holder and the Company are in the process of complying with the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), in accordance with the provisions of Section 2(d) below, the right to exercise this Warrant shall continue until 5:00 P.M. (United States Eastern Time) on the 30th day following the date on which any waiting period under the HSR Act applicable to the exercise of the Warrant shall have expired or been terminated.

2. Exercise of Warrant.

(a) This Warrant may be exercised by the Holder, in whole or in part, by (i) the surrender of this Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and (ii) the delivery of payment to the Company of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in any manner specified in subsection (c) of this Section 2.

(b) The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise shall be delivered to the Holder as promptly as practicable, and in any event within ten days thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

(c) The Exercise Price shall be payable (i) in cash or its equivalent, payable by wire transfer of immediately available funds to a bank account specified by the Company or by certified or bank cashiers' check in lawful money of the United States of America; (ii) by surrendering to the Company the right to purchase a number of Warrant Shares equal to the

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product obtained by multiplying the number of Warrant Shares to be purchased (including any Warrant Shares to be surrendered) by a fraction, the numerator of which is the Exercise Price and the denominator of which is the Current Market Price (as defined in Section 6(i) below) of the Common Stock on the date of exercise of the Warrant, or (iii) in any combination of (i) or (ii). In the event the Exercise Price is to be paid, in whole or in part, in accordance with the payment method described in clause (ii), and compliance with the provisions of the HSR Act is required in accordance with subsection (d) of this Section 2 prior to the consummation of such exercise, the Current Market Price of the Common Stock shall be calculated as of the date on which the Holder notifies the Company of its decision to exercise the Warrant, pending compliance with the provisions of the HSR Act, rather than the date of the consummation of such exercise.

(d) The Holder agrees that any exercise of this Warrant is, to the extent applicable, subject to compliance with the provisions of the HSR Act. The Company agrees that, in the event that the exercise of this Warrant by the Holder requires compliance with any provisions of the HSR Act, the Company shall cooperate with the Holder in connection with any such filings by (i) making all filings required to be made on the Company's part under the HSR Act and (ii) promptly furnishing, or causing to be furnished, any information that may be required by the Federal Trade Commission or the Department of Justice under the HSR Act.

3. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Current Market Price multiplied by such fraction or, at the Company's option, round such fractional share to the nearest whole share.

4. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

5. Rights of Stockholders. Subject to the provisions of Sections 6(l) and 8 hereof, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised as provided herein.

6. Antidilution Provisions. The Exercise Price and the Warrant Number shall be subject to adjustment from time to time as provided in this Section 6.

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(a) In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company in Common Stock or any other security convertible into or exchangeable for shares of Common Stock (other than any rights, options or warrants described in subsection (b) of this
Section 6), the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the date fixed for determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and (ii) the denominator shall be the sum of (A) such number of shares referred to in clause (i) and (B) the total number of shares of Common Stock constituting such dividend or other distribution (or, in the case of a dividend or distribution of securities convertible into or exchangeable for shares of Common Stock, the total number of shares of Common Stock underlying such securities), such reduction to become effective immediately prior to the opening of business on the next Business Day following the date fixed for such determination. For the purposes of this subsection (a), the number of shares of Common Stock at any time outstanding shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

(b) In case the Company shall hereafter issue rights, options or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock or any other security convertible into or exchangeable for shares of Common Stock (such rights, options or warrants not being available on an equivalent basis to Holders of the Warrants upon exercise) at a price per share less than the Current Market Price of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights, options or warrants (other than pursuant to a dividend reinvestment plan), (i) the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the date fixed for such determination shall be reduced by multiplying the Exercise Price in effect immediately prior to the close of business on the date fixed for the determination of holders of Common Stock entitled to receive such rights, options or warrants by a fraction of which (A) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price and (B) the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase (or such number of shares of Common Stock underlying any convertible securities so offered for subscription or purchase), such reduction to become effective immediately prior to the opening of business on the next Business Day following the date fixed for such determination (for the purposes of this subsection (b), the number of shares of Common Stock at any time outstanding shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock), and (ii) if any such rights, options or warrants expire or terminate without having been exercised or are exercised for a consideration different from that utilized in the computation of any adjustment or adjustments on account of such rights, options or warrants, the Exercise Price with respect to any Warrant not theretofore exercised shall be readjusted such that the Exercise Price would be the same as would have resulted had such adjustment been made without regard to the issuance of such expired or terminated rights, options or warrants or based

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upon the actual consideration received upon exercise thereof, as the case may be, which readjustment shall become effective upon such expiration, termination or exercise, as applicable; provided, however, that all readjustments in the Exercise Price based upon any expiration, termination or exercise for a different consideration of any such right, option or warrant, in the aggregate, shall not cause the Exercise Price to exceed the Exercise Price immediately prior to the time such rights, options or warrants were initially issued (without regard to any other adjustments of such number under this subsection
(b) that may have been made since the date of the issuance of such rights, options or warrants).

(c) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case the outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the day upon which such combination becomes effective shall be proportionately increased.

(d) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights, options or warrants referred to in subsection (b) of this Section 6, any dividend or distribution paid exclusively in cash and any dividend referred to in subsection (a) of this
Section 6), the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which (i) the numerator shall be the Current Market Price at the close of business on the date fixed for such determination less the then fair market value of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock , and (ii) the denominator shall be such Current Market Price, such adjustment to become effective immediately prior to the opening of business on the next Business Day following the date fixed for the determination of stockholders entitled to receive such distribution.

(e) The Company may make such reductions in the Exercise Price, in addition to those required by subsections (a), (b), (c) and (d) of this Section 6, as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights shall not be taxable to the recipients.

(f) In case of any reclassification, recapitalization or other change in the outstanding securities of the class issuable upon exercise of this Warrant (including any such reclassification, recapitalization or other change upon a consolidation or merger in which the Company is the continuing corporation, but not including any transactions for which an adjustment is provided in subsection (c), (d) or (g) of this Section 6), the Company shall execute and deliver to the Holder a new warrant certificate, satisfactory in form and substance to the Holder and without payment of any additional consideration therefor, providing that the Holder shall have the right thereafter, during the period such Warrant shall be outstanding, to exercise such Warrant into the kind and amount (if any) of securities, cash and other property receivable upon such reclassification, recapitalization or other change by a holder of the number of shares of

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Common Stock issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, recapitalization or other change. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The above provisions of this subsection (f) shall similarly apply to successive reclassifications, recapitalizations and other changes in the outstanding securities of the class issuable upon exercise of this Warrant.

(g) In case of any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Common Stock) or any sale or transfer of all or substantially all of the assets of the Company, in each case in which this Warrant remains in full force and effect, the provisions of this Warrant shall be immediately and automatically amended, without any further action on the part of the Company or the Holder, to the extent necessary to entitle the Holder to exercise such Warrant into the kind and amount (if any) of securities, cash and other property receivable upon such consolidation, merger, sale of transfer by a holder of the number of shares of Common Stock that would have otherwise been issuable upon exercise of this Warrant had it been exercised immediately prior to such consolidation, merger, sale or transfer. If the holders of the Common Stock may elect from choices the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer, then for the purpose of this Section 6, the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer shall be deemed to be the choice specified by the Holder, which specification shall be made by the Holder by the later of (i) ten Business Days after the Holder is provided with a final version of all information required by law or regulation to be furnished to holders of Common Stock concerning such choice, or, if no such information is required, ten Business Days after the Holder is provided with a final version of all information that was otherwise furnished to the holders of Common Stock concerning such choice, and (ii) the last time at which holders of Common Stock are permitted to make their specification known to the Company. If the Holder fails to make any specification, the Holder's choice shall be deemed to be whatever choice is made by a plurality of holders of Common Stock not affiliated with the Company or the other person to the merger or consolidation. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section
6. The above provisions of this subsection (g) shall similarly apply to successive consolidations, mergers, sales or transfers.

(h) If the Company, at any time within nine (9) months following the issuance of this Warrant and while the Warrant remains outstanding and unexpired, shall issue any Additional Shares of Common Stock (as defined below)
(otherwise than as provided in the foregoing subsections 6(a) through 6(g) above) at a price per share less, or for other consideration lower, than the Current Market Price as of the date of issuance of such Additional Shares of Common Stock, or without consideration, then upon such issuance the Exercise Price shall be adjusted to that price determined by multiplying the Exercise Price by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common

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Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the Current Market Price as of the date of issuance of such Additional Shares of Common Stock, and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. No adjustment of the Exercise Price shall be made under this subsection 6(h) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities if any such adjustments shall previously have been made upon the issuance of any such warrants, options or other rights or upon the issuance of any such convertible securities (or upon the issuance of any warrants, options or any rights therefor) pursuant to subsections 6(i) or 6(j) hereof.

(i) In case the Company shall issue any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock during the nine (9) month period referred to in Section 6(h) above, and the price per share for which Additional Shares of Common Stock may be issuable pursuant to the terms of such warrants, options or other rights on the date of issuance of such warrants, options or other rights shall be less than the Current Market Price as of the date of issuance of such warrants, options or other rights, then upon such issuance the Exercise Price shall be adjusted as provided in subsection 6(h) hereof on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to such warrants, options or other rights shall be deemed to have been issued as of the date of issuance of such warrants, options or rights, and (ii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the consideration received by the Company for the issuance of such warrants, options, or other rights plus the minimum consideration to be received by the Company for the issuance of Additional Shares of Common Stock pursuant to such warrants, options, or other rights. Notwithstanding any other language in this
Section 6 to the contrary, the adjustments required under this Section 6, and the issuance of a new Warrant pursuant to Section 2(b), shall not be deemed, for purposes of further adjustments, to be an issuance of any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock.

(j) In case the Company shall issue any securities convertible into Additional Shares of Common Stock during the nine (9) month period referred to in Section 6(h) above and the price per share for which Additional Shares of Common Stock may be issuable pursuant to the terms of such convertible securities on the date of issuance of such convertible securities shall be less than the Current Market Price as of the date of issuance of such convertible securities, then upon such issuance the Exercise Price shall be adjusted as provided in subsection 6(h) hereof on the basis that (i) the maximum number of Additional Shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued as of the date of issuance of such convertible securities, and (ii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the consideration received by the Company for the issuance of such convertible securities plus the minimum consideration to be received by the Company for the issuance of such Additional Shares of Common Stock pursuant to the terms of such convertible securities. No adjustment of the Exercise Price shall be made under this subsection upon the issuance of any

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convertible securities that are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights therefor, if any such adjustments shall previously have been made upon the issuance of such warrants, options or other rights pursuant to subsection 6(i) hereof. Notwithstanding any other language in this Section 6 to the contrary, the adjustments required under this Section 6, and the issuance of a new Warrant pursuant to Section 2(b), shall not be deemed, for purposes of further adjustments, to be an issuance of any securities convertible into Additional Shares of Common Stock.

(k) Whenever there shall be any change in the Exercise Price under this Section 6, then there shall be an adjustment (to the nearest thousandth) in the Warrant Number, which adjustment shall become effective at the time such change in the Exercise Price becomes effective and shall be made by multiplying the Warrant Number in effect immediately before such change in the Exercise Price by a fraction the numerator of which is the Exercise Price immediately before such change and the denominator of which is the Exercise Price immediately after such change.

(l) The following provisions will be applicable to the making of adjustments in the Exercise Price hereinabove provided in this Section 6:

(i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any securities convertible into Additional Shares of Common Stock shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities are offered by the Company for subscription, the subscription price, or (z) if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities are sold to or through underwriters or dealers for public offering without a subscription offering, the public offering price, in any such case disregarding any amounts paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issuance thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable to the Holder. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any Additional Shares of Common Stock or warrants, options or other rights or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such

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Additional Shares of Common Stock or warrants, options or other rights or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

(ii) Readjustment of Exercise Price. Upon the expiration of the right to convert or exchange any convertible securities, or upon the expiration of any options, warrants or other rights, the issuance of which convertible securities, options, warrants or other rights effected an adjustment in the Exercise Price, if any such convertible securities shall not have been converted or exchanged, or if any such options, warrants or other rights shall not have been exercised, the number of shares of Common Stock deemed to be issued and outstanding by reason of the fact that they were issuable upon conversion or exchange of any such convertible securities or upon exercise of any such options, warrants or other rights shall no longer be computed as set forth above, and the Exercise Price shall forthwith be readjusted and thereafter be the price which it would have been (but reflecting any other adjustments in the Exercise Price made pursuant to the provisions of this Section 6 after the issuance of such convertible securities, options, warrants or other rights) had the adjustment of the Exercise Price made upon the issuance or sale of such convertible securities or issuance of options, warrants or other rights been made on the basis of the issuance only of the number of Additional Shares of Common Stock actually issued upon conversion or exchange of such convertible securities, or upon the exercise of such options, warrants or other rights, and thereupon only the number of Additional Shares of Common Stock actually so issued shall be deemed to have been issued and only the consideration actually received by the Company (computed as in subsection (l)(i) hereof) shall be deemed to have been received by the Company.

(m) For the purpose of any computation under subsection (c) of
Section 2, Section 3 or Section 6, the current market price per share of Common Stock (the "Current Market Price") on any day shall be deemed to be the closing price per share as of the earlier of the last trading day prior to the date in question or the day before the Ex Date (as defined below) with respect to the issuance, payment or distribution. For this purpose, the term "Ex Date," when used with respect to the issuance, payment or distribution, shall mean the first date on which the Common Stock trades regular way on the applicable securities exchange or in the applicable securities market without the right to receive such issuance or distribution. The closing price for each day shall be (i) as reported in the Wall Street Journal (Eastern Edition) on the Nasdaq National Market System, (ii) if the Common Stock is not listed or admitted to trading on the Nasdaq National Market System, as reported in the Wall Street Journal (Eastern Edition) on the SmallCap Market or the principal national securities exchange on which the Common Stock is listed or admitted to trading or (iii) if not listed or admitted to trading on the Nasdaq National Market System, on the SmallCap Market or on any national securities exchange, as determined in good faith by the Board of Directors of Company for that purpose. In the event that the Board of Directors of the Company determines the Current Market Price pursuant to the preceding sentence, the Holder may, at its sole discretion, cause the Company to engage external independent appraisers selected by the Holder to determine the Current Market Price, which determination shall be binding. In the event that the Current Market Price determined by such independent appraisers differs from the Current Market Price determined by the Board of Directors of the Company by five percent (5%) or more and such difference is adverse to the interests of Holder, the Company shall bear the costs and expenses related to the independent audit; otherwise, the Holder shall bear such costs and expenses.

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(n) No adjustment in the Exercise Price shall be required unless such adjustment (plus any adjustments not previously made by reason of this subsection (n)) would require an increase or decrease of at least 1% in such Exercise Price; provided, however, that any adjustments that by reason of this subsection (n) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subsection (n) shall be made to the nearest cent or to the nearest 1/100 of a share of Common Stock, as the case may be. Notwithstanding the foregoing, any adjustment required by this subsection (n) shall be made no later than the expiration of the right to exercise the Warrant or a portion thereof.

(o) Whenever the Exercise Price and Warrant Number is adjusted as herein provided:

(i) the Company shall compute the adjusted Exercise Price and Warrant Number in accordance with Section 6 and shall prepare a certificate signed by the treasurer of the Company setting forth the adjusted Exercise Price and Warrant Number and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with any transfer agent; and

(ii) a notice stating that the Exercise Price and Warrant Number have been adjusted and setting forth the adjusted Exercise Price and Warrant Number shall forthwith be required, and as soon as practicable after it is required, such notice (together with a copy of the certificate prepared under
Section 6(o)(i) hereof) shall be mailed by the Company to the Holder of the Warrant at its last address as shall appear in the Warrant Register (as defined in Section 7(a)).

(p) In case:

(i) the Company shall declare a dividend or other distribution on its Common Stock (other than a dividend payable exclusively in cash that would not cause an adjustment to the Exercise Price to take place pursuant to Section 6 above);

(ii) the Company or any of its subsidiaries shall make a tender offer for the Common Stock;

(iii) the Company shall authorize the granting to all Holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class;

(iv) of any reclassification of the Common Stock (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or

(v) of the voluntary of involuntary dissolution, liquidation or winding up of the Company;

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then the Company shall cause to be filed with any warrant agent, and shall cause to be mailed to the Holder of this Warrant at its last address as shall appear in the Warrant Register, at least ten days prior to the effective date hereinafter specified, a notice stating (A) the date on which a record has been taken for the purpose of such dividend, distribution or grant of rights, options or warrants, or, if record is not to be taken, the date as of which the identity of the holders of Common Stock of record entitled to such dividend, distribution, rights, options or warrants is to be determined, or (B) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses
(i) through (v) of this subsection (p).

(q) For the purpose of this Section 6,

(i) "Additional Shares of Common Stock" shall mean all shares of Common Stock issued by the Company, except:

(a) shares of Common Stock outstanding as of the date hereof;

(b) shares of Common Stock issuable upon the exercise of warrants, including this Warrant, which are outstanding on the date hereof; and

(c) shares of Common Stock (and/or options, warrants or other Common Stock purchase rights) issued or to be issued to employees, officers or directors of, or advisors to the Company, pursuant to compensation plans, agreements or other arrangements that are approved by the Company's Board of Directors.

(ii) "Common Stock" shall mean the Company's Common Stock and any other shares of capital stock of the Company of any class, or series within a class, whether now or hereafter authorized, which has the right to participate in the distribution of earnings or assets of the Company without limit as to amount or percentage.

7. Transfer of Warrant.

(a) Warrant Register. The Company will maintain a register (the "WARRANT REGISTER") containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change his address as shown on the Warrant Register or transfer this Warrant in accordance with the terms of this Warrant by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until actual receipt by the Company of written notice from the Holder requesting a change of address or the transfer of this Warrant, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes.

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(b) Warrant Agent. The Company may, by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register referred to in subsection (a) of this Section 7, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent.

(c) Transferability. Subject to the restrictions on transfer set forth in subsection (d) of this Section 7, title to this Warrant may be transferred, in whole or in part, without the consent of the Company, by endorsement (by the Holder executing the Assignment Form annexed hereto) and delivery in the same manner as a negotiable instrument transferred by endorsement and delivery. Upon surrender of this Warrant for transfer, properly endorsed on the Assignment Form, the Company at its expense shall issue, on the order of the Holder, a new warrant or warrants of like tenor, in such name as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof. Each holder of this Warrant, by holding it, agrees that this Warrant, when endorsed in blank, may be deemed negotiable, and that, when this Warrant shall have been so endorsed, the holder of this Warrant may be treated by the Company and all other persons dealing with this Warrant as the absolute owner of this Warrant for any purpose and as the person entitled to exercise the rights represented by this Warrant, or to the transfer of this Warrant on the books of the Company, any notice to the contrary notwithstanding.

(d) Compliance with Securities Laws.

(i) The Holder of this Warrant, by acceptance hereof, acknowledges that the transfer of this Warrant and the Warrant Shares is subject to the Holder's compliance with the provisions of the Securities Act and any applicable state securities laws in respect of any such transfer.

(ii) The certificate or certificates representing any Warrant Shares acquired upon exercise of this Warrant, and any Common Stock or other securities issued in respect of such Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with the following legend (unless such a legend is no longer required under the Securities Act):

THE TRANSACTION IN WHICH THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION THAT QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND FOR WHICH AN OPINION OF COUNSEL

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IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH
EFFECT HAS BEEN PROVIDED.

(iii) The Company shall not be required to register the transfer of this Warrant or the Warrant Shares on the books of the Company unless the Company shall have been provided with an opinion of counsel in form and substance reasonably satisfactory to the Company that this Warrant or the Warrant Shares, as applicable, are eligible for transfer without registration under the Securities Act; provided, however, that no such opinion of counsel shall be necessary in order to effectuate a transfer of this Warrant or any of the Warrant Shares (A) in accordance with the provisions of Rule 144(k) promulgated under the Securities Act or (B) with respect to the Warrant Shares, in accordance with the intended method of disposition set forth in any registration statement filed by the Company and covering the Warrant Shares pursuant to the Registration Rights Agreement.

(iv) The conditions precedent imposed by this subsection (d) upon the transferability of this Warrant and the Warrant Shares shall cease and terminate as to this Warrant and any of the Warrant Shares (A) when such securities shall have been registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such securities, (B) at such time as the Company shall have been provided with an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the restrictive legend on such securities is no longer required in order to establish compliance with the provisions of the Securities Act, or (C) when such securities are transferred pursuant to Rule 144 or become transferable in accordance with the provisions of Rule 144(k) promulgated under the Securities Act. Whenever the conditions imposed by this subsection (d) shall terminate as hereinabove provided with respect to any of the Warrant Shares, the holder of any such securities bearing the legend set forth in Section 7(d)(ii) shall be entitled to receive from the Company, without expense (except for the payment of any applicable transfer taxes) and as expeditiously as possible, new stock certificates not bearing such legend.

8. Covenants of the Company. The Company hereby covenants and agrees that:

(a) during the term of this Warrant, the Company will reserve a sufficient number of shares of authorized and unissued Common Stock to provide for the issuance of Common Stock, which shares shall be duly authorized, fully paid and non-assessable, upon the exercise of this Warrant and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of the Warrant;

(b) the Company will not, by amendment of its Certificate of Incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by the Company;

(c) all shares that may be issued upon exercise of this Warrant and payment of the Exercise Price, in accordance with the provisions set forth herein, will be free from all taxes,

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liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein); and

(d) issuance of this Warrant by the Company shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the exercise of this Warrant and payment of the Exercise Price, in accordance with the provisions set forth herein.

9. Notices. Notices under this Warrant to the Company and the Holder shall be provided in the manner, and to the addresses of the Company and the Holder, set forth in the Registration Rights Agreement, or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

10. Amendments. Neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.

11. Governing Law. This Warrant shall be governed in all respects by the internal laws of the State of Delaware as applied to contracts entered into solely between residents of, and to be performed entirely within, such state, and without reference to principles of conflicts of laws or choice of laws.

12. Successors and Assigns. This Warrant shall be binding upon the Company's successors and assigns and shall inure to the benefit of the Holder's successors, legal representatives and assigns.

13. Attorney's Fees. In the event of a dispute with regard to the interpretation of this Warrant, the prevailing party may collect the cost of reasonable attorney's fees, litigation expenses or such other expenses as may be incurred in the enforcement of the prevailing party's rights hereunder.

IN WITNESS WHEREOF, CONCURRENT COMPUTER CORPORATION has caused this Warrant

to be executed by its authorized officer.

Dated: October 9, 2001

CONCURRENT COMPUTER CORPORATION

By:   /s/ Steven R. Norton
   ------------------------------------

Name: Steven R. Norton
      ---------------------------------

Title: Executive Vice President and CFO
       --------------------------------

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Exhibit 4.6

THIS WARRANT AND THE SECURITIES TO BE ACQUIRED UPON THE EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS.

April 1, 2002 No. 002

WARRANT TO PURCHASE
SHARES OF COMMON STOCK OF
CONCURRENT COMPUTER CORPORATION

This certifies that Scientific-Atlanta, Inc. and its registered successors and assigns (the "Holder"), for value received, is entitled to purchase from Concurrent Computer Corporation, a Delaware corporation (the "Company"), having a place of business at 4375 River Green Parkway, Suite 100, Duluth, Georgia, 30096, for cash at the price of $7.11 per share(1) (the "Stock Purchase Price") at any time or from time to time up to and including 5:00 p.m. (Eastern time) on April 1, 2006 (the "Expiration Date") 261,164(2) fully paid and nonassessable shares of the Company's Common Stock, $0.01 par value per share (the "Common Stock"), upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly filled in and signed and upon payment in cash or by check of the aggregate Stock Purchase Price


(1) The price per share will be filled in with a value equal to 85% of the Current Market Price per share of Common Stock on the date each warrant is issued. The "Current Market Price per share of Common Stock" shall be the average of the daily closing or last sale price of the five (5) consecutive business days before the date of determination if the Common Stock is listed on any national securities exchange or quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or if the shares of Common Stock are not then listed on any national securities exchange but are quoted or reported on NASDAQ, the last quoted price, or if not quoted, the average of the high bid and low ask prices as reported by NASDAQ, for the period specified above, or the daily closing prices for such period as reported by NASDAQ, as the case may be.

(2) For each $30 million increment of video stream revenue to the Company from sales of equipment to systems employing Holder's digital headend equipment, the Company will issue warrants to S-A that number of shares determined by dividing $1.5 million by the per share cost impact to the Company of the Warrants, using the Black/Scholes valuation method, up to a maximum of 888,888 shares per warrant. If based on the Black/Scholes calculation, a warrant to purchase in excess of 888,888 shares should be granted as of any date, the excess shares will be included in any future grant in which the calculation would otherwise result in the grant of a warrant for a number of shares less than the maximum. A maximum of warrants to purchase eight million shares will be issued under this formula.


for the number of shares for which the Warrant is being exercised determined in accordance with the provisions hereof.

This Warrant is subject to the following terms and conditions.

1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT OF SHARES.

1.1 GENERAL. This Warrant is exercisable at the option of the Holder, at any time or from time to time up to and including the Expiration Date for all or any part of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, together with the completed, executed Form of Subscription, and payment made for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares of Common Stock which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares of Common Stock purchasable under the Warrant surrendered to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Common Stock as may be required by the Holder hereof and shall be registered in the name of such Holder.

2. SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company covenants and agrees that all shares of Common Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, free from all preemptive rights of any shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but unissued Common Stock when and as required to provide for the exercise in full of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein


2/

2

without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Common Stock is listed; provided, however, that the Company shall not be required to effect a registration under federal or state securities laws with respect to such exercise. If at any time the total number of shares of Common Stock issuable pursuant hereto, together with the maximum number of shares of Common Stock issuable upon conversion, exchange or exercise of (i) all then-outstanding securities (whether debt or equity) of the Company convertible or exchangeable for Common Stock and (ii) all then-outstanding warrants and options to purchase Common Stock, would exceed the total number of shares of Common Stock then authorized by the Company's articles of incorporation but unissued, the Company shall promptly amend its articles of incorporation to increase the number of authorized shares of Common Stock such that there shall be a sufficient number of authorized and unissued shares of Common Stock available at all times to effect the exercise hereof.

3. ANTIDILUTION ADJUSTMENTS. The Stock Purchase Price or shares issuable hereunder shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 3.

3.1 ADJUSTMENT FOR STOCK SPLITS, COMBINATIONS, DIVIDENDS AND DISTRIBUTIONS.

(a) Adjustment for Stock Splits. If The Company shall, at any time or from time to time, effect a subdivision of the outstanding shares of Common Stock, the Stock Purchase Price payable upon exercise of this Warrant in effect immediately prior to such subdivision shall be proportionately decreased by multiplying (i) such Stock Purchase Price, by (ii) a fraction:

(A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to such subdivision; and

(B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately after such subdivision.

(b) Adjustment for Stock Combination. If the Company shall, at any time or from time to time, effect any combination of the outstanding shares of Common Stock, the Stock Purchase Price payable upon exercise of this Warrant in effect immediately prior to such combination shall be proportionately increased by multiplying (i) such Stock Purchase Price, by (ii) a fraction:

(A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to such combination; and

(B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately after such combination.

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(c) Date Adjustment Effective. Any adjustment under paragraph (a) or
(b) of this Section 3.1 shall become effective at the close of business on the date on which such subdivision or combination becomes effective.

(d) Adjustment for Stock Dividend or Distribution. In the event the Company shall, at any time or from time to time, make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event, the Stock Purchase Price payable upon exercise of this Warrant then in effect shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of the business of such record date, by multiplying (i) the Stock Purchase Price payable upon exercise of this Warrant then in effect, by (ii) a fraction:

(A) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(B) the denominator of which shall be the sum of (1) the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, plus (2) the total number of shares of Common Stock issuable in payment of such dividend or distribution; provided however, that if such a record date shall have been fixed and such dividend is not fully paid, or such distribution is not fully made, on the date fixed therefor, then the Stock Purchase Price shall be recomputed accordingly as of the close of business on such record date.

In the event that the Holder elects to exercise such Warrant after any record date for determining holders of Common Stock entitled to receive any dividend or other distribution payable in shares of Common Stock but prior to the date on which such dividend is paid, the Company may defer, until such dividend is paid, to issue to the Holder of all of the additional shares of Common Stock issuable to the Holder upon the exercise of this Warrant solely by reason of the adjustment made to the Stock Purchase Price pursuant to paragraph
(d) of this Section 3.1 on the record date for such dividend; provided however, that the Company shall, promptly upon the request of the Holder, issue to the Holder a written certificate or other instrument evidencing the Holder's right to receive such additional shares of Common Stock.

3.2 DIVIDENDS IN OTHER STOCK AND PROPERTY; RECLASSIFICATION. If at any time or from time to time the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor,

(A) any share of stock or other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights

4

or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution,

(C) any cash paid or payable otherwise than as a cash dividend, or

(D) additional stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of shares or similar corporate rearrangement (other than an event for which adjustment is otherwise made pursuant to Section 3.4 below), then and in each such case, the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (other than cash paid or payable as a cash dividend) which such Holder would hold on the date of such exercise had he been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such other shares of stock and other securities and property.

3.3 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. If any reorganization of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, or other assets or property, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions shall be made whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In any reorganization described above, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustment of the number of shares of Common Stock purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger or sale unless, prior the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument, executed and mailed or delivered to the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such share of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase.

3.4 NOTICE OF ADJUSTMENT. Upon any adjustment pursuant to this

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Section 3, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at the address of such Holder as shown on the books of the Company, and, in case of a Holder with an address of record outside of the United States, by facsimile, and confirmed in writing by first class air mail. The notice shall be signed by the Company's chief financial officer and shall state the nature of such adjustment, setting forth in reasonable detail the method of effecting the adjustment and the facts upon which such adjustment is based. If at any time in addition to any of the adjustments set forth in this Section 3, an increase in the number of authorized and unissued shares of Common Stock is required pursuant to Section 2 hereof, the Company shall promptly provide to the Holder a certificate of the Secretary of the Company certifying that the requisite number of shares of Common Stock have been authorized to permit the exercise of the Warrant.

3.5 OTHER NOTICES. If at any time:

(1) the Company shall declare any cash dividend upon its Common Stock;

(2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;

(3) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights;

(4) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to another corporation; or

(5) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least twenty (20) days prior written notice (by the method set forth in Section 3.4 above) of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least twenty (20) days prior written notice of the date when the same shall take place. Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the

6

holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or conversion, as the case may be.

3.6 CERTAIN EVENTS. If any change in the outstanding Common Stock of the Company or any other event occurs as to which the other provision of this
Section 3 are not strictly applicable or if strictly applicable would not, in the reasonable opinion of the Company, fairly protect the purchase rights of the Holder of the Warrant in accordance with the essential intent and principles of such provision, then the Board of Directors of the Company shall make an adjustment in the number and class of shares purchasable upon exercise of this Warrant or the application of such provision, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give the Holder of the Warrant upon exercise for the same aggregate Stock Purchase Price the total number, class and kind of shares as he would have owned had the Warrant been exercised prior to the event and had he continued to hold such shares until after the event requiring adjustment.

4. ISSUE TAX. The issuance of certificates for shares of Common Stock upon the exercise of the Warrant shall be made without charge to the Holder of the Warrant for any issue tax (other than any applicable income taxes) in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised.

5. CLOSING OF BOOKS. The Company will at no time close its transfer books against the transfer of any Warrant or of any shares of Common Stock issued or issuable upon the exercise of any warrant in any manner which interferes with the timely exercise of this Warrant.

6. NO VOTING OR DIVIDEND RIGHTS; LIMITATIONS OF LIABILITY. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a stockholder of the Company or any other matters or any rights whatsoever as a stockholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until and only to the extend that this Warrant shall have been exercised. No provisions hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Stock Purchase Price or as a stockholder of the Company, whether such liability is asserted by the Company or by its creditors.

7. REGISTRATION RIGHTS. The Holder hereof shall have the following rights:

7.1 DEMAND REGISTRATION. The Holder hereof shall have the right to request, on one (1) occasion, that the Company prepare and promptly file a registration statement under the Securities Act of 1933, as amended (the "Securities Act") covering

7

the shares of Common Stock then issuable upon exercise hereof (but not less than 500,000 shares) and the Company shall use its best efforts to cause such registration statement to become effective as expeditiously as possible. Upon the receipt of such written request, the Company shall give prompt written notice to all the Holders that it shall use its best efforts to effect such registration; provided, however, that the Company shall not be required to effect any registration pursuant to this Section 7.1:

(A) unless it shall have received written assurance that the Warrant will be exercised no later than the closing of the sale of the Common Stock to be sold pursuant to the related registration statement; or

(B) at any time prior to the expiration of a period of such number of days following the date on which any previous distribution attempted in respect of a registration requested pursuant to this Section 7.1 shall have been terminated without being consummated as shall be determined by the lead managing underwriter of any such underwritten offering (or, in the event no underwriter shall have participated in such terminated distribution, by an investment banking firm of recognized national standing selected by the Holder) to be reasonably necessary and appropriate to effect the successful distribution of securities in a subsequent registration requested pursuant to this Section 7.1, but in any event not more than 90 days after any such registration shall have been terminated or not consummated; or

(C) at any time, as the Board of Directors of the Company shall have reasonably determined that (1) such registration would have a material adverse effect on any plan by the Company to engage in any acquisition of material assets or any merger, consolidation, tender offer, or similar transaction, (2) such registration would require the Company to file a registration statement which includes audited financial statements as of any date other than the date as of which the Company regularly prepares audited financial statements and if the preparation thereof would entail material out-of-pocket expense on the part of the Company, (3) such registration would have a material adverse effect on the distribution of a registered primary offering of equity securities by the Company pursuant to a registration statement filed no more than four months before the date of such demand in connection with which the Holder was offered the opportunity to participate pursuant to Section 7.2 hereof, or (4) the Company has received a written opinion of independent counsel, a copy of which will be provided to the Holder, that the securities requested to be registered are freely tradable without registration pursuant to Rule 144(k) (or any successor thereto) under the Securities Act and applicable state securities laws; in any of the events described in clauses (C) (1), (C) (2), (C) (3), or (C) (4), the Company may delay commencement of its efforts to effect the registration pursuant to this
Section 7.1 until the earlier to occur of (x) the expiration of the 90-day period following the date on which such registration was requested or (y) such time as the circumstances requiring such a delay in registration cease to exist, provided, however, that the Company shall not be entitled to delay any such registration for more than one such 90-day period; and provided, further, however, that in any of the events described in clauses (C) (1), (C) (2), (C)
(3), or (C) (4), the Holder shall be entitled to withdraw such request and, notwithstanding anything else provided herein, such demand shall not count as the permitted demand registration as described in this Section 7.1.

8

7.2 PIGGYBACK RIGHTS. In addition, each time the Company shall determine to file a registration statement under the Securities Act (excluding a registration on Form S-4 or S-8 or a registration statement on Form S-1 covering solely an employee benefit plan) in connection with the proposed offer and sale of money of any of its securities either for its own account or on behalf of any other security holder, the Company shall give prompt written notice of such determination to the Holder hereof. The Holder hereof shall provide a written request to the Company it if desires to participate in such registration (the "Holder Notice"), accompanied by this Warrant, duly endorsed, together with a Form of Subscription attached hereto, duly filled in and signed, and the prompt payment in cash or by check of the aggregate Stock Purchase Price for the shares for which this Warrant is being exercised in accordance with Section 1 hereof, stating the number of shares of Common Stock to be registered, which Holder Notice must be given within twenty (20) days after the receipt by the Holder of the Company's notice. Upon receipt of the Holder Notice, the Company shall cause all shares of Common Stock issuable upon exercise of this Warrant with respect to which the Holder hereof has requested registration to be included in such registration statement and registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Common Stock issuable upon exercise hereof to be so registered. If the registration of which the Company gives written notice pursuant to this Section 7.2 is for a public offering involving an underwriting, the Company shall so advise the Holder as a part of its written notice. In such event, the right of the Holder hereof to registration pursuant to his Section 7.2 shall be conditioned upon the Holder's participation in such underwriting and the inclusion of such Holder's shares of Common Stock in the underwriting to the extent provided herein.

If, at any time after giving written notice of its intention to register any of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the company will give written notice of such determination to the Holder, and, upon given such notice, the Company shall be relieved of its obligation to register any Common Stock acquired upon exercise of the Warrant in connection with such registration (but not from its obligation to pay the registration expenses in connection therewith), without prejudice, however, to the rights of the Holder to request that such registration be effected as a registration under Section 7.1.

If, in connection with a registration pursuant to this Section 7.2, the lead managing underwriter advises the Company in writing that, in its opinion, the total number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of such securities by such underwriters (such opinion to state the reasons therefor), the Company will promptly furnish the Holder with a copy of such opinion and will include the Common Stock to be acquired upon exercise of the Warrant in such registration to the extent of the number which the Company is so advised can be sold in such offering, determined by the following:

(i) if such registration as proposed by the Company involves a primary registration of its securities, (x) first, the securities the Company proposes to sell, and (y) second, securities of the Company (including without limitation securities

9

issuable upon conversion, exercise or exchange of other securities of the Company, and including the Common Stock to be acquired upon exercise of the Warrant) pursuant to contractual rights, pro rata among the holders thereof (or,

where appropriate, of the securities convertible into or exercisable or exchangeable for the securities to be registered) on the basis of the number of shares of such securities requested to be included by such holders, and

(ii) if such registration as proposed by the Company was requested by holders of securities of the Company other than the Holder, (x) first, such securities held by the holders initiating such registration and (y) second, securities of the Company (including without limitation securities issuable upon conversion, exercise or exchange of other securities of the Company, and including the Common Stock to be acquired upon exercise of the Warrant) requested to be included in such registration pursuant to contractual rights, pro rata among the holders thereof (or, where appropriate, of the

securities convertible into or exercisable or exchangeable of the securities to be registered on the basis of the number of shares of such securities requested to be included by such holders.

7.3 PROCEDURE. If an whenever the Company is required by the provisions of this Section 7 to effect the registration of shares of Common Stock issuable upon the exercise hereof under the Securities Act, the Company, at its expense and as expeditiously as possible shall, in accordance with the Securities Act and all applicable rules and regulations, prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such securities and shall use its best efforts to cause such registration statement to become and remain effective until the securities covered by such registration statement have been sold, and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus contained therein as may be necessary to keep such registration statement effective and such registration statement and prospectus accurate and complete until the securities covered by such registration statement have been sold. The Company shall furnish to the Holder participating in such registration to the underwriters of securities being registered such number of copies of the registration statement and each amendment and supplement thereto, preliminary prospectus, final prospectus and such other documents as such underwriters and holders any reasonably request in order to facilitate the public offering of such securities. In addition, the Company shall otherwise take such other actions as are necessary and appropriate to effect any such registration in compliance with all provisions of the Securities Act and all applicable state securities laws, including, without limitation, using its best efforts to register or qualify the securities covered by such registration statement under such state securities or Blue Sky laws of such jurisdictions as reasonably necessary to effect the sale thereof and such other actions as the Holder shall reasonably request.

8. MODIFICATION AND WAIVER. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought.

9. NOTICES. Any notice, request or other document required or permitted to

10

be given or delivered to the holder hereof or the Company shall be delivered or shall be sent by certified mail, postage prepaid, to each such holder at its address as shown on the books of the Company or to the Company at the address indicated therefor in the first paragraph of this Warrant or such other address as either may from time to time provide to the other and shall be sent to any such holder located outside of the United Stated by facsimile confirmed in writing by first class air mail.

10. BINDING EFFECT ON SUCCESSORS. This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially of the Company's assets. All of the obligations of the Company relating to the Common Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant. All of the covenants and agreements of the Company shall inure to the benefit of the successors and assigns of the holder thereof.

11. DESCRIPTIVE HEADINGS AND GOVERNING LAWS. The description headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Florida.

12. LOST WARRANTS. The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant, the Company, at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officers, thereunto duly authorized this 1st day of April, 2002.

/s/ Jack A. Bryant
-----------------------------
    Jack A. Bryant

CONCURRENT COMPUTER CORPORATION
a Delaware Corporation

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Exhibit 4.7

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THIS WARRANT SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION THAT QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND FOR WHICH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT HAS BEEN PROVIDED.

Warrant No. 3 Date: January 15, 2002

WARRANT TO PURCHASE COMMON STOCK
OF
CONCURRENT COMPUTER CORPORATION

Void after 5:00 P.M. (United States Eastern Time) on January 15, 2006, unless extended as provided herein.

This certifies that, for value received, receipt and sufficiency of which are hereby acknowledged, Comcast Concurrent Holdings, Inc., or its registered assigns (the "HOLDER"), is entitled, subject to the terms and conditions set forth below, to purchase from Concurrent Computer Corporation, a Delaware corporation (the "COMPANY"), fifty two thousand five hundred and eleven (52,511) (the "WARRANT NUMBER") validly issued, fully paid and nonassessable shares (the "WARRANT SHARES") of Common Stock of the Company, par value $0.01 per share (the "COMMON STOCK"), subject to adjustment as provided herein, at a purchase price equal to $15.019 per share (the "EXERCISE PRICE").

The term "WARRANT" as used herein shall mean this Warrant, and any warrants delivered in substitution or exchange therefor as provided herein.

1. Term of Warrant. Subject to the terms and conditions set forth herein, this Warrant shall be exercisable, in whole or in part, during the term commencing on the date hereof and ending at 5:00 P.M. (United States Eastern Time) on January 15, 2006 (subject to extension as provided below, the "EXERCISE PERIOD"); provided, however, that (a) in the event that the expiration date of this Warrant shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration date for this Warrant shall be extended to 5:00 P.M. (United States Eastern Time) on the Business Day (as defined in

Section 6(i)) following such Saturday, Sunday or recognized holiday, (b) in the event that, on the expiration date of this Warrant, the Company is then required, pursuant to an effective demand therefor under that certain Registration Rights Agreement of even date herewith between the Company and the initial Holder hereof (the "REGISTRATION RIGHTS AGREEMENT") to use its reasonable best efforts to effect, or is in the process of effecting, a registration under the Securities Act of 1933, as amended (the "SECURITIES ACT") for a public offering in which Warrant Shares are entitled to be included as provided in the Registration Rights Agreement, or if the Company is in default of any such obligations to register the sale of such Common Stock, the right to exercise this Warrant shall continue until the later of 5:00 P.M. (United States Eastern Time) on the 30th day following the date on which such registration shall have become effective or the 30th day following the date all such defaults shall have been cured, and (c) in the event that, on the expiration date of this Warrant, the Holder and the Company are in the process of complying with the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), in accordance with the provisions of Section 2(d) below, the right to exercise this Warrant shall continue until 5:00 P.M. (United States Eastern Time) on the 30th day following the date on which any waiting period under the HSR Act applicable to the exercise of the Warrant shall have expired or been terminated.

2. Exercise of Warrant.

(a) This Warrant may be exercised by the Holder, in whole or in part, by (i) the surrender of this Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and (ii) the delivery of payment to the Company of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in any manner specified in subsection (c) of this Section 2.

(b) The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise shall be delivered to the Holder as promptly as practicable, and in any event within ten days thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

(c) The Exercise Price shall be payable (i) in cash or its equivalent, payable by wire transfer of immediately available funds to a bank account specified by the Company or by certified or bank cashiers' check in lawful money of the United States of America; (ii) by surrendering to the Company the right to purchase a number of Warrant Shares equal to the product obtained by multiplying the number of Warrant Shares to be purchased (including any

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Warrant Shares to be surrendered) by a fraction, the numerator of which is the Exercise Price and the denominator of which is the Current Market Price (as defined in Section 6(i) below) of the Common Stock on the date of exercise of the Warrant, or (iii) in any combination of (i) or (ii). In the event the Exercise Price is to be paid, in whole or in part, in accordance with the payment method described in clause (ii), and compliance with the provisions of the HSR Act is required in accordance with subsection (d) of this Section 2 prior to the consummation of such exercise, the Current Market Price of the Common Stock shall be calculated as of the date on which the Holder notifies the Company of its decision to exercise the Warrant, pending compliance with the provisions of the HSR Act, rather than the date of the consummation of such exercise.

(d) The Holder agrees that any exercise of this Warrant is, to the extent applicable, subject to compliance with the provisions of the HSR Act. The Company agrees that, in the event that the exercise of this Warrant by the Holder requires compliance with any provisions of the HSR Act, the Company shall cooperate with the Holder in connection with any such filings by (i) making all filings required to be made on the Company's part under the HSR Act and (ii) promptly furnishing, or causing to be furnished, any information that may be required by the Federal Trade Commission or the Department of Justice under the HSR Act.

3. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Current Market Price multiplied by such fraction or, at the Company's option, round such fractional share to the nearest whole share.

4. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

5. Rights of Stockholders. Subject to the provisions of Sections 6(l) and 8 hereof, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised as provided herein.

6. Antidilution Provisions. The Exercise Price and the Warrant Number shall be subject to adjustment from time to time as provided in this Section 6.

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(a) In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company in Common Stock or any other security convertible into or exchangeable for shares of Common Stock (other than any rights, options or warrants described in subsection (b) of this
Section 6), the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the date fixed for determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and (ii) the denominator shall be the sum of (A) such number of shares referred to in clause (i) and (B) the total number of shares of Common Stock constituting such dividend or other distribution (or, in the case of a dividend or distribution of securities convertible into or exchangeable for shares of Common Stock, the total number of shares of Common Stock underlying such securities), such reduction to become effective immediately prior to the opening of business on the next Business Day following the date fixed for such determination. For the purposes of this subsection (a), the number of shares of Common Stock at any time outstanding shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

(b) In case the Company shall hereafter issue rights, options or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock or any other security convertible into or exchangeable for shares of Common Stock (such rights, options or warrants not being available on an equivalent basis to Holders of the Warrants upon exercise) at a price per share less than the Current Market Price of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights, options or warrants (other than pursuant to a dividend reinvestment plan), (i) the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the date fixed for such determination shall be reduced by multiplying the Exercise Price in effect immediately prior to the close of business on the date fixed for the determination of holders of Common Stock entitled to receive such rights, options or warrants by a fraction of which (A) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price and (B) the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase (or such number of shares of Common Stock underlying any convertible securities so offered for subscription or purchase), such reduction to become effective immediately prior to the opening of business on the next Business Day following the date fixed for such determination (for the purposes of this subsection (b), the number of shares of Common Stock at any time outstanding shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock), and (ii) if any such rights, options or warrants expire or terminate without having been exercised or are exercised for a consideration different from that utilized in the computation of any adjustment or adjustments on account of such rights, options or warrants, the Exercise Price with respect to any Warrant not theretofore exercised shall be readjusted such that the Exercise Price would be the same as would have resulted had such adjustment been made without regard to the issuance of such expired or terminated rights, options or warrants or based

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upon the actual consideration received upon exercise thereof, as the case may be, which readjustment shall become effective upon such expiration, termination or exercise, as applicable; provided, however, that all readjustments in the Exercise Price based upon any expiration, termination or exercise for a different consideration of any such right, option or warrant, in the aggregate, shall not cause the Exercise Price to exceed the Exercise Price immediately prior to the time such rights, options or warrants were initially issued (without regard to any other adjustments of such number under this subsection
(b) that may have been made since the date of the issuance of such rights, options or warrants).

(c) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case the outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the day upon which such combination becomes effective shall be proportionately increased.

(d) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights, options or warrants referred to in subsection (b) of this Section 6, any dividend or distribution paid exclusively in cash and any dividend referred to in subsection (a) of this
Section 6), the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which (i) the numerator shall be the Current Market Price at the close of business on the date fixed for such determination less the then fair market value of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock , and (ii) the denominator shall be such Current Market Price, such adjustment to become effective immediately prior to the opening of business on the next Business Day following the date fixed for the determination of stockholders entitled to receive such distribution.

(e) The Company may make such reductions in the Exercise Price, in addition to those required by subsections (a), (b), (c) and (d) of this Section 6, as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights shall not be taxable to the recipients.

(f) In case of any reclassification, recapitalization or other change in the outstanding securities of the class issuable upon exercise of this Warrant (including any such reclassification, recapitalization or other change upon a consolidation or merger in which the Company is the continuing corporation, but not including any transactions for which an adjustment is provided in subsection (c), (d) or (g) of this Section 6), the Company shall execute and deliver to the Holder a new warrant certificate, satisfactory in form and substance to the Holder and without payment of any additional consideration therefor, providing that the Holder shall have the right thereafter, during the period such Warrant shall be outstanding, to exercise such Warrant into the kind and amount (if any) of securities, cash and other property receivable upon such reclassification, recapitalization or other change by a holder of the number of shares of

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Common Stock issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, recapitalization or other change. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The above provisions of this subsection (f) shall similarly apply to successive reclassifications, recapitalizations and other changes in the outstanding securities of the class issuable upon exercise of this Warrant.

(g) In case of any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Common Stock) or any sale or transfer of all or substantially all of the assets of the Company, in each case in which this Warrant remains in full force and effect, the provisions of this Warrant shall be immediately and automatically amended, without any further action on the part of the Company or the Holder, to the extent necessary to entitle the Holder to exercise such Warrant into the kind and amount (if any) of securities, cash and other property receivable upon such consolidation, merger, sale of transfer by a holder of the number of shares of Common Stock that would have otherwise been issuable upon exercise of this Warrant had it been exercised immediately prior to such consolidation, merger, sale or transfer. If the holders of the Common Stock may elect from choices the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer, then for the purpose of this Section 6, the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer shall be deemed to be the choice specified by the Holder, which specification shall be made by the Holder by the later of (i) ten Business Days after the Holder is provided with a final version of all information required by law or regulation to be furnished to holders of Common Stock concerning such choice, or, if no such information is required, ten Business Days after the Holder is provided with a final version of all information that was otherwise furnished to the holders of Common Stock concerning such choice, and (ii) the last time at which holders of Common Stock are permitted to make their specification known to the Company. If the Holder fails to make any specification, the Holder's choice shall be deemed to be whatever choice is made by a plurality of holders of Common Stock not affiliated with the Company or the other person to the merger or consolidation. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The above provisions of this subsection (g) shall similarly apply to successive consolidations, mergers, sales or transfers.

(h) If the Company, at any time within nine (9) months following the issuance of this Warrant and while the Warrant remains outstanding and unexpired, shall issue any Additional Shares of Common Stock (as defined below)
(otherwise than as provided in the foregoing subsections 6(a) through 6(g) above) at a price per share less, or for other consideration lower, than the Current Market Price as of the date of issuance of such Additional Shares of Common Stock, or without consideration, then upon such issuance the Exercise Price shall be adjusted to that price determined by multiplying the Exercise Price by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common

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Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the Current Market Price as of the date of issuance of such Additional Shares of Common Stock, and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. No adjustment of the Exercise Price shall be made under this subsection 6(h) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities if any such adjustments shall previously have been made upon the issuance of any such warrants, options or other rights or upon the issuance of any such convertible securities (or upon the issuance of any warrants, options or any rights therefor) pursuant to subsections 6(i) or 6(j) hereof.

(i) In case the Company shall issue any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock during the nine (9) month period referred to in Section 6(h) above, and the price per share for which Additional Shares of Common Stock may be issuable pursuant to the terms of such warrants, options or other rights on the date of issuance of such warrants, options or other rights shall be less than the Current Market Price as of the date of issuance of such warrants, options or other rights, then upon such issuance the Exercise Price shall be adjusted as provided in subsection 6(h) hereof on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to such warrants, options or other rights shall be deemed to have been issued as of the date of issuance of such warrants, options or rights, and (ii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the consideration received by the Company for the issuance of such warrants, options, or other rights plus the minimum consideration to be received by the Company for the issuance of Additional Shares of Common Stock pursuant to such warrants, options, or other rights. Notwithstanding any other language in this
Section 6 to the contrary, the adjustments required under this Section 6, and the issuance of a new Warrant pursuant to Section 2(b), shall not be deemed, for purposes of further adjustments, to be an issuance of any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock.

(j) In case the Company shall issue any securities convertible into Additional Shares of Common Stock during the nine (9) month period referred to in Section 6(h) above and the price per share for which Additional Shares of Common Stock may be issuable pursuant to the terms of such convertible securities on the date of issuance of such convertible securities shall be less than the Current Market Price as of the date of issuance of such convertible securities, then upon such issuance the Exercise Price shall be adjusted as provided in subsection 6(h) hereof on the basis that (i) the maximum number of Additional Shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued as of the date of issuance of such convertible securities, and (ii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the consideration received by the Company for the issuance of such convertible securities plus the minimum consideration to be received by the Company for the issuance of such Additional Shares of Common Stock pursuant to the terms of such convertible securities. No adjustment of the Exercise Price shall be made under this subsection upon the issuance of any

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convertible securities that are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights therefor, if any such adjustments shall previously have been made upon the issuance of such warrants, options or other rights pursuant to subsection 6(i) hereof. Notwithstanding any other language in this Section 6 to the contrary, the adjustments required under this Section 6, and the issuance of a new Warrant pursuant to Section 2(b), shall not be deemed, for purposes of further adjustments, to be an issuance of any securities convertible into Additional Shares of Common Stock.

(k) Whenever there shall be any change in the Exercise Price under this Section 6, then there shall be an adjustment (to the nearest thousandth) in the Warrant Number, which adjustment shall become effective at the time such change in the Exercise Price becomes effective and shall be made by multiplying the Warrant Number in effect immediately before such change in the Exercise Price by a fraction the numerator of which is the Exercise Price immediately before such change and the denominator of which is the Exercise Price immediately after such change.

(l) The following provisions will be applicable to the making of adjustments in the Exercise Price hereinabove provided in this Section 6:

(i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any securities convertible into Additional Shares of Common Stock shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities are offered by the Company for subscription, the subscription price, or (z) if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities are sold to or through underwriters or dealers for public offering without a subscription offering, the public offering price, in any such case disregarding any amounts paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issuance thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable to the Holder. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any Additional Shares of Common Stock or warrants, options or other rights or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such

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Additional Shares of Common Stock or warrants, options or other rights or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

(ii) Readjustment of Exercise Price. Upon the expiration of the right to convert or exchange any convertible securities, or upon the expiration of any options, warrants or other rights, the issuance of which convertible securities, options, warrants or other rights effected an adjustment in the Exercise Price, if any such convertible securities shall not have been converted or exchanged, or if any such options, warrants or other rights shall not have been exercised, the number of shares of Common Stock deemed to be issued and outstanding by reason of the fact that they were issuable upon conversion or exchange of any such convertible securities or upon exercise of any such options, warrants or other rights shall no longer be computed as set forth above, and the Exercise Price shall forthwith be readjusted and thereafter be the price which it would have been (but reflecting any other adjustments in the Exercise Price made pursuant to the provisions of this Section 6 after the issuance of such convertible securities, options, warrants or other rights) had the adjustment of the Exercise Price made upon the issuance or sale of such convertible securities or issuance of options, warrants or other rights been made on the basis of the issuance only of the number of Additional Shares of Common Stock actually issued upon conversion or exchange of such convertible securities, or upon the exercise of such options, warrants or other rights, and thereupon only the number of Additional Shares of Common Stock actually so issued shall be deemed to have been issued and only the consideration actually received by the Company (computed as in subsection (l)(i) hereof) shall be deemed to have been received by the Company.

(m) For the purpose of any computation under subsection (c) of
Section 2, Section 3 or Section 6, the current market price per share of Common Stock (the "Current Market Price") on any day shall be deemed to be the closing price per share as of the earlier of the last trading day prior to the date in question or the day before the Ex Date (as defined below) with respect to the issuance, payment or distribution. For this purpose, the term "Ex Date," when used with respect to the issuance, payment or distribution, shall mean the first date on which the Common Stock trades regular way on the applicable securities exchange or in the applicable securities market without the right to receive such issuance or distribution. The closing price for each day shall be (i) as reported in the Wall Street Journal (Eastern Edition) on the Nasdaq National Market System, (ii) if the Common Stock is not listed or admitted to trading on the Nasdaq National Market System, as reported in the Wall Street Journal (Eastern Edition) on the SmallCap Market or the principal national securities exchange on which the Common Stock is listed or admitted to trading or (iii) if not listed or admitted to trading on the Nasdaq National Market System, on the SmallCap Market or on any national securities exchange, as determined in good faith by the Board of Directors of Company for that purpose. In the event that the Board of Directors of the Company determines the Current Market Price pursuant to the preceding sentence, the Holder may, at its sole discretion, cause the Company to engage external independent appraisers selected by the Holder to determine the Current Market Price, which determination shall be binding. In the event that the Current Market Price determined by such independent appraisers differs from the Current Market Price determined by the Board of Directors of the Company by five percent (5%) or more and such difference is adverse to the interests of Holder, the Company shall bear the costs and expenses related to the independent audit; otherwise, the Holder shall bear such costs and expenses.

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(n) No adjustment in the Exercise Price shall be required unless such adjustment (plus any adjustments not previously made by reason of this subsection (n)) would require an increase or decrease of at least 1% in such Exercise Price; provided, however, that any adjustments that by reason of this subsection (n) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subsection (n) shall be made to the nearest cent or to the nearest 1/100 of a share of Common Stock, as the case may be. Notwithstanding the foregoing, any adjustment required by this subsection (n) shall be made no later than the expiration of the right to exercise the Warrant or a portion thereof.

(o) Whenever the Exercise Price and Warrant Number is adjusted as herein provided:

(i) the Company shall compute the adjusted Exercise Price and Warrant Number in accordance with Section 6 and shall prepare a certificate signed by the treasurer of the Company setting forth the adjusted Exercise Price and Warrant Number and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with any transfer agent; and

(ii) a notice stating that the Exercise Price and Warrant Number have been adjusted and setting forth the adjusted Exercise Price and Warrant Number shall forthwith be required, and as soon as practicable after it is required, such notice (together with a copy of the certificate prepared under
Section 6(o)(i) hereof) shall be mailed by the Company to the Holder of the Warrant at its last address as shall appear in the Warrant Register (as defined in Section 7(a)).

(p) In case:

(i) the Company shall declare a dividend or other distribution on its Common Stock (other than a dividend payable exclusively in cash that would not cause an adjustment to the Exercise Price to take place pursuant to Section 6 above);

(ii) the Company or any of its subsidiaries shall make a tender offer for the Common Stock;

(iii) the Company shall authorize the granting to all Holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class;

(iv) of any reclassification of the Common Stock (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or

(v) of the voluntary of involuntary dissolution, liquidation or winding up of the Company;

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then the Company shall cause to be filed with any warrant agent, and shall cause to be mailed to the Holder of this Warrant at its last address as shall appear in the Warrant Register, at least ten days prior to the effective date hereinafter specified, a notice stating (A) the date on which a record has been taken for the purpose of such dividend, distribution or grant of rights, options or warrants, or, if record is not to be taken, the date as of which the identity of the holders of Common Stock of record entitled to such dividend, distribution, rights, options or warrants is to be determined, or (B) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses
(i) through (v) of this subsection (p).

(q) For the purpose of this Section 6,

(i) "Additional Shares of Common Stock" shall mean all shares of Common Stock issued by the Company, except:

(a) shares of Common Stock outstanding as of the date hereof;

(b) shares of Common Stock issuable upon the exercise of warrants, including this Warrant, which are outstanding on the date hereof; and

(c) shares of Common Stock (and/or options, warrants or other Common Stock purchase rights) issued or to be issued to employees, officers or directors of, or advisors to the Company, pursuant to compensation plans, agreements or other arrangements that are approved by the Company's Board of Directors.

(ii) "Common Stock" shall mean the Company's Common Stock and any other shares of capital stock of the Company of any class, or series within a class, whether now or hereafter authorized, which has the right to participate in the distribution of earnings or assets of the Company without limit as to amount or percentage.

7. Transfer of Warrant.

(a) Warrant Register. The Company will maintain a register (the "WARRANT REGISTER") containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change his address as shown on the Warrant Register or transfer this Warrant in accordance with the terms of this Warrant by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until actual receipt by the Company of written notice from the Holder requesting a change of address or the transfer of this Warrant, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes.

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(b) Warrant Agent. The Company may, by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register referred to in subsection (a) of this Section 7, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent.

(c) Transferability. Subject to the restrictions on transfer set forth in subsection (d) of this Section 7, title to this Warrant may be transferred, in whole or in part, without the consent of the Company, by endorsement (by the Holder executing the Assignment Form annexed hereto) and delivery in the same manner as a negotiable instrument transferred by endorsement and delivery. Upon surrender of this Warrant for transfer, properly endorsed on the Assignment Form, the Company at its expense shall issue, on the order of the Holder, a new warrant or warrants of like tenor, in such name as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof. Each holder of this Warrant, by holding it, agrees that this Warrant, when endorsed in blank, may be deemed negotiable, and that, when this Warrant shall have been so endorsed, the holder of this Warrant may be treated by the Company and all other persons dealing with this Warrant as the absolute owner of this Warrant for any purpose and as the person entitled to exercise the rights represented by this Warrant, or to the transfer of this Warrant on the books of the Company, any notice to the contrary notwithstanding.

(d) Compliance with Securities Laws.

(i) The Holder of this Warrant, by acceptance hereof, acknowledges that the transfer of this Warrant and the Warrant Shares is subject to the Holder's compliance with the provisions of the Securities Act and any applicable state securities laws in respect of any such transfer.

(ii) The certificate or certificates representing any Warrant Shares acquired upon exercise of this Warrant, and any Common Stock or other securities issued in respect of such Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with the following legend (unless such a legend is no longer required under the Securities Act):

THE TRANSACTION IN WHICH THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION THAT QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND FOR WHICH AN OPINION OF COUNSEL

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IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY TO
SUCH EFFECT HAS BEEN PROVIDED.

(iii) The Company shall not be required to register the transfer of this Warrant or the Warrant Shares on the books of the Company unless the Company shall have been provided with an opinion of counsel in form and substance reasonably satisfactory to the Company that this Warrant or the Warrant Shares, as applicable, are eligible for transfer without registration under the Securities Act; provided, however, that no such opinion of counsel shall be necessary in order to effectuate a transfer of this Warrant or any of the Warrant Shares (A) in accordance with the provisions of Rule 144(k) promulgated under the Securities Act or (B) with respect to the Warrant Shares, in accordance with the intended method of disposition set forth in any registration statement filed by the Company and covering the Warrant Shares pursuant to the Registration Rights Agreement.

(iv) The conditions precedent imposed by this subsection (d) upon the transferability of this Warrant and the Warrant Shares shall cease and terminate as to this Warrant and any of the Warrant Shares (A) when such securities shall have been registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such securities, (B) at such time as the Company shall have been provided with an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the restrictive legend on such securities is no longer required in order to establish compliance with the provisions of the Securities Act, or (C) when such securities are transferred pursuant to Rule 144 or become transferable in accordance with the provisions of Rule 144(k) promulgated under the Securities Act. Whenever the conditions imposed by this subsection (d) shall terminate as hereinabove provided with respect to any of the Warrant Shares, the holder of any such securities bearing the legend set forth in Section 7(d)(ii) shall be entitled to receive from the Company, without expense (except for the payment of any applicable transfer taxes) and as expeditiously as possible, new stock certificates not bearing such legend.

8. Covenants of the Company. The Company hereby covenants and agrees that:

(a) during the term of this Warrant, the Company will reserve a sufficient number of shares of authorized and unissued Common Stock to provide for the issuance of Common Stock, which shares shall be duly authorized, fully paid and non-assessable, upon the exercise of this Warrant and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of the Warrant;

(b) the Company will not, by amendment of its Certificate of Incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by the Company;

(c) all shares that may be issued upon exercise of this Warrant and payment of the Exercise Price, in accordance with the provisions set forth herein, will be free from all taxes,

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liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein); and

(d) issuance of this Warrant by the Company shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the exercise of this Warrant and payment of the Exercise Price, in accordance with the provisions set forth herein.

9. Notices. Notices under this Warrant to the Company and the Holder shall be provided in the manner, and to the addresses of the Company and the Holder, set forth in the Registration Rights Agreement, or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

10. Amendments. Neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.

11. Governing Law. This Warrant shall be governed in all respects by the internal laws of the State of Delaware as applied to contracts entered into solely between residents of, and to be performed entirely within, such state, and without reference to principles of conflicts of laws or choice of laws.

12. Successors and Assigns. This Warrant shall be binding upon the Company's successors and assigns and shall inure to the benefit of the Holder's successors, legal representatives and assigns.

13. Attorney's Fees. In the event of a dispute with regard to the interpretation of this Warrant, the prevailing party may collect the cost of reasonable attorney's fees, litigation expenses or such other expenses as may be incurred in the enforcement of the prevailing party's rights hereunder.

IN WITNESS WHEREOF, CONCURRENT COMPUTER CORPORATION has caused this Warrant

to be executed by its authorized officer.

Dated: January 15, 2002

CONCURRENT COMPUTER CORPORATION

By:   /s/ Steven R. Norton
   ------------------------------------

Name: Steven R. Norton
      ---------------------------------

Title: Executive Vice President and CFO
       --------------------------------

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Exhibit 4.8

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THIS WARRANT SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION THAT QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND FOR WHICH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT HAS BEEN PROVIDED.

Warrant No. 4 Date: August 10, 2002

WARRANT TO PURCHASE COMMON STOCK
OF
CONCURRENT COMPUTER CORPORATION

Void after 5:00 P.M. (United States Eastern Time) on August 10, 2006, unless extended as provided herein.

This certifies that, for value received, receipt and sufficiency of which are hereby acknowledged, Comcast Holdings, Inc., or its registered assigns (the "HOLDER"), is entitled, subject to the terms and conditions set forth below, to purchase from Concurrent Computer Corporation, a Delaware corporation (the "COMPANY"), one thousand five hundred and two (1,502) (the "WARRANT NUMBER") validly issued, fully paid and nonassessable shares (the "WARRANT SHARES") of Common Stock of the Company, par value $0.01 per share (the "COMMON STOCK"), subject to adjustment as provided herein, at a purchase price equal to $5.707 per share (the "EXERCISE PRICE").

The term "WARRANT" as used herein shall mean this Warrant, and any warrants delivered in substitution or exchange therefor as provided herein.

1. Term of Warrant. Subject to the terms and conditions set forth herein, this Warrant shall be exercisable, in whole or in part, during the term commencing on the date hereof and ending at 5:00 P.M. (United States Eastern Time) on August 10, 2006 (subject to extension as provided below, the "EXERCISE PERIOD"); provided, however, that (a) in the event that the expiration date of this Warrant shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration date for this Warrant shall be extended to 5:00 P.M. (United States Eastern Time) on

the Business Day (as defined in Section 6(i)) following such Saturday, Sunday or recognized holiday, (b) in the event that, on the expiration date of this Warrant, the Company is then required, pursuant to an effective demand therefor under that certain Registration Rights Agreement of even date herewith between the Company and the initial Holder hereof (the "REGISTRATION RIGHTS AGREEMENT") to use its reasonable best efforts to effect, or is in the process of effecting, a registration under the Securities Act of 1933, as amended (the "SECURITIES ACT") for a public offering in which Warrant Shares are entitled to be included as provided in the Registration Rights Agreement, or if the Company is in default of any such obligations to register the sale of such Common Stock, the right to exercise this Warrant shall continue until the later of 5:00 P.M. (United States Eastern Time) on the 30th day following the date on which such registration shall have become effective or the 30th day following the date all such defaults shall have been cured, and (c) in the event that, on the expiration date of this Warrant, the Holder and the Company are in the process of complying with the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), in accordance with the provisions of
Section 2(d) below, the right to exercise this Warrant shall continue until 5:00 P.M. (United States Eastern Time) on the 30th day following the date on which any waiting period under the HSR Act applicable to the exercise of the Warrant shall have expired or been terminated.

2. Exercise of Warrant.

(a) This Warrant may be exercised by the Holder, in whole or in part, by (i) the surrender of this Warrant to the Company, with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) during the Exercise Period and (ii) the delivery of payment to the Company of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise in any manner specified in subsection (c) of this Section 2.

(b) The Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise shall be delivered to the Holder as promptly as practicable, and in any event within ten days thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares.

(c) The Exercise Price shall be payable (i) in cash or its equivalent, payable by wire transfer of immediately available funds to a bank account specified by the Company or by certified or bank cashiers' check in lawful money of the United States of America; (ii) by surrendering to the Company the right to purchase a number of Warrant Shares equal to the product obtained by multiplying the number of Warrant Shares to be purchased (including any

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Warrant Shares to be surrendered) by a fraction, the numerator of which is the Exercise Price and the denominator of which is the Current Market Price (as defined in Section 6(i) below) of the Common Stock on the date of exercise of the Warrant, or (iii) in any combination of (i) or (ii). In the event the Exercise Price is to be paid, in whole or in part, in accordance with the payment method described in clause (ii), and compliance with the provisions of the HSR Act is required in accordance with subsection (d) of this Section 2 prior to the consummation of such exercise, the Current Market Price of the Common Stock shall be calculated as of the date on which the Holder notifies the Company of its decision to exercise the Warrant, pending compliance with the provisions of the HSR Act, rather than the date of the consummation of such exercise.

(d) The Holder agrees that any exercise of this Warrant is, to the extent applicable, subject to compliance with the provisions of the HSR Act. The Company agrees that, in the event that the exercise of this Warrant by the Holder requires compliance with any provisions of the HSR Act, the Company shall cooperate with the Holder in connection with any such filings by (i) making all filings required to be made on the Company's part under the HSR Act and (ii) promptly furnishing, or causing to be furnished, any information that may be required by the Federal Trade Commission or the Department of Justice under the HSR Act.

3. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Current Market Price multiplied by such fraction or, at the Company's option, round such fractional share to the nearest whole share.

4. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

5. Rights of Stockholders. Subject to the provisions of Sections 6(l) and 8 hereof, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised as provided herein.

6. Antidilution Provisions. The Exercise Price and the Warrant Number shall be subject to adjustment from time to time as provided in this Section 6.

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(a) In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company in Common Stock or any other security convertible into or exchangeable for shares of Common Stock (other than any rights, options or warrants described in subsection (b) of this
Section 6), the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the date fixed for determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and (ii) the denominator shall be the sum of (A) such number of shares referred to in clause (i) and (B) the total number of shares of Common Stock constituting such dividend or other distribution (or, in the case of a dividend or distribution of securities convertible into or exchangeable for shares of Common Stock, the total number of shares of Common Stock underlying such securities), such reduction to become effective immediately prior to the opening of business on the next Business Day following the date fixed for such determination. For the purposes of this subsection (a), the number of shares of Common Stock at any time outstanding shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

(b) In case the Company shall hereafter issue rights, options or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock or any other security convertible into or exchangeable for shares of Common Stock (such rights, options or warrants not being available on an equivalent basis to Holders of the Warrants upon exercise) at a price per share less than the Current Market Price of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights, options or warrants (other than pursuant to a dividend reinvestment plan), (i) the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the date fixed for such determination shall be reduced by multiplying the Exercise Price in effect immediately prior to the close of business on the date fixed for the determination of holders of Common Stock entitled to receive such rights, options or warrants by a fraction of which (A) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price and (B) the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase (or such number of shares of Common Stock underlying any convertible securities so offered for subscription or purchase), such reduction to become effective immediately prior to the opening of business on the next Business Day following the date fixed for such determination (for the purposes of this subsection (b), the number of shares of Common Stock at any time outstanding shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock), and (ii) if any such rights, options or warrants expire or terminate without having been exercised or are exercised for a consideration different from that utilized in the computation of any adjustment or adjustments on account of such rights, options or warrants, the Exercise Price with respect to any Warrant not theretofore exercised shall be readjusted such that the Exercise Price would be the same as would have resulted had such adjustment been made without regard to the issuance of such expired or terminated rights, options or warrants or based

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upon the actual consideration received upon exercise thereof, as the case may be, which readjustment shall become effective upon such expiration, termination or exercise, as applicable; provided, however, that all readjustments in the Exercise Price based upon any expiration, termination or exercise for a different consideration of any such right, option or warrant, in the aggregate, shall not cause the Exercise Price to exceed the Exercise Price immediately prior to the time such rights, options or warrants were initially issued (without regard to any other adjustments of such number under this subsection
(b) that may have been made since the date of the issuance of such rights, options or warrants).

(c) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case the outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Exercise Price in effect immediately prior to the opening of business on the next Business Day following the day upon which such combination becomes effective shall be proportionately increased.

(d) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights, options or warrants referred to in subsection (b) of this Section 6, any dividend or distribution paid exclusively in cash and any dividend referred to in subsection (a) of this
Section 6), the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by a fraction of which (i) the numerator shall be the Current Market Price at the close of business on the date fixed for such determination less the then fair market value of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock , and (ii) the denominator shall be such Current Market Price, such adjustment to become effective immediately prior to the opening of business on the next Business Day following the date fixed for the determination of stockholders entitled to receive such distribution.

(e) The Company may make such reductions in the Exercise Price, in addition to those required by subsections (a), (b), (c) and (d) of this Section 6, as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights shall not be taxable to the recipients.

(f) In case of any reclassification, recapitalization or other change in the outstanding securities of the class issuable upon exercise of this Warrant (including any such reclassification, recapitalization or other change upon a consolidation or merger in which the Company is the continuing corporation, but not including any transactions for which an adjustment is provided in subsection (c), (d) or (g) of this Section 6), the Company shall execute and deliver to the Holder a new warrant certificate, satisfactory in form and substance to the Holder and without payment of any additional consideration therefor, providing that the Holder shall have the right thereafter, during the period such Warrant shall be outstanding, to exercise such Warrant into the kind and amount (if any) of securities, cash and other property receivable upon such reclassification, recapitalization or other change by a holder of the number of shares of

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Common Stock issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, recapitalization or other change. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The above provisions of this subsection (f) shall similarly apply to successive reclassifications, recapitalizations and other changes in the outstanding securities of the class issuable upon exercise of this Warrant.

(g) In case of any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Common Stock) or any sale or transfer of all or substantially all of the assets of the Company, in each case in which this Warrant remains in full force and effect, the provisions of this Warrant shall be immediately and automatically amended, without any further action on the part of the Company or the Holder, to the extent necessary to entitle the Holder to exercise such Warrant into the kind and amount (if any) of securities, cash and other property receivable upon such consolidation, merger, sale of transfer by a holder of the number of shares of Common Stock that would have otherwise been issuable upon exercise of this Warrant had it been exercised immediately prior to such consolidation, merger, sale or transfer. If the holders of the Common Stock may elect from choices the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer, then for the purpose of this Section 6, the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer shall be deemed to be the choice specified by the Holder, which specification shall be made by the Holder by the later of (i) ten Business Days after the Holder is provided with a final version of all information required by law or regulation to be furnished to holders of Common Stock concerning such choice, or, if no such information is required, ten Business Days after the Holder is provided with a final version of all information that was otherwise furnished to the holders of Common Stock concerning such choice, and (ii) the last time at which holders of Common Stock are permitted to make their specification known to the Company. If the Holder fails to make any specification, the Holder's choice shall be deemed to be whatever choice is made by a plurality of holders of Common Stock not affiliated with the Company or the other person to the merger or consolidation. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The above provisions of this subsection (g) shall similarly apply to successive consolidations, mergers, sales or transfers.

(h) If the Company, at any time within nine (9) months following the issuance of this Warrant and while the Warrant remains outstanding and unexpired, shall issue any Additional Shares of Common Stock (as defined below)
(otherwise than as provided in the foregoing subsections 6(a) through 6(g) above) at a price per share less, or for other consideration lower, than the Current Market Price as of the date of issuance of such Additional Shares of Common Stock, or without consideration, then upon such issuance the Exercise Price shall be adjusted to that price determined by multiplying the Exercise Price by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common

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Stock which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the Current Market Price as of the date of issuance of such Additional Shares of Common Stock, and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. No adjustment of the Exercise Price shall be made under this subsection 6(h) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities if any such adjustments shall previously have been made upon the issuance of any such warrants, options or other rights or upon the issuance of any such convertible securities (or upon the issuance of any warrants, options or any rights therefor) pursuant to subsections 6(i) or 6(j) hereof.

(i) In case the Company shall issue any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock during the nine (9) month period referred to in Section 6(h) above, and the price per share for which Additional Shares of Common Stock may be issuable pursuant to the terms of such warrants, options or other rights on the date of issuance of such warrants, options or other rights shall be less than the Current Market Price as of the date of issuance of such warrants, options or other rights, then upon such issuance the Exercise Price shall be adjusted as provided in subsection 6(h) hereof on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to such warrants, options or other rights shall be deemed to have been issued as of the date of issuance of such warrants, options or rights, and (ii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the consideration received by the Company for the issuance of such warrants, options, or other rights plus the minimum consideration to be received by the Company for the issuance of Additional Shares of Common Stock pursuant to such warrants, options, or other rights. Notwithstanding any other language in this
Section 6 to the contrary, the adjustments required under this Section 6, and the issuance of a new Warrant pursuant to Section 2(b), shall not be deemed, for purposes of further adjustments, to be an issuance of any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock.

(j) In case the Company shall issue any securities convertible into Additional Shares of Common Stock during the nine (9) month period referred to in Section 6(h) above and the price per share for which Additional Shares of Common Stock may be issuable pursuant to the terms of such convertible securities on the date of issuance of such convertible securities shall be less than the Current Market Price as of the date of issuance of such convertible securities, then upon such issuance the Exercise Price shall be adjusted as provided in subsection 6(h) hereof on the basis that (i) the maximum number of Additional Shares of Common Stock issuable upon the conversion or exchange of all such convertible securities shall be deemed to have been issued as of the date of issuance of such convertible securities, and (ii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the consideration received by the Company for the issuance of such convertible securities plus the minimum consideration to be received by the Company for the issuance of such Additional Shares of Common Stock pursuant to the terms of such convertible securities. No adjustment of the Exercise Price shall be made under this subsection upon the issuance of any

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convertible securities that are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights therefor, if any such adjustments shall previously have been made upon the issuance of such warrants, options or other rights pursuant to subsection 6(i) hereof. Notwithstanding any other language in this Section 6 to the contrary, the adjustments required under this Section 6, and the issuance of a new Warrant pursuant to Section 2(b), shall not be deemed, for purposes of further adjustments, to be an issuance of any securities convertible into Additional Shares of Common Stock.

(k) Whenever there shall be any change in the Exercise Price under this Section 6, then there shall be an adjustment (to the nearest thousandth) in the Warrant Number, which adjustment shall become effective at the time such change in the Exercise Price becomes effective and shall be made by multiplying the Warrant Number in effect immediately before such change in the Exercise Price by a fraction the numerator of which is the Exercise Price immediately before such change and the denominator of which is the Exercise Price immediately after such change.

(l) The following provisions will be applicable to the making of adjustments in the Exercise Price hereinabove provided in this Section 6:

(i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any securities convertible into Additional Shares of Common Stock shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities are offered by the Company for subscription, the subscription price, or (z) if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities are sold to or through underwriters or dealers for public offering without a subscription offering, the public offering price, in any such case disregarding any amounts paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issuance thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable to the Holder. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any Additional Shares of Common Stock or warrants, options or other rights or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such

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Additional Shares of Common Stock or warrants, options or other rights or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

(ii) Readjustment of Exercise Price. Upon the expiration of the right to convert or exchange any convertible securities, or upon the expiration of any options, warrants or other rights, the issuance of which convertible securities, options, warrants or other rights effected an adjustment in the Exercise Price, if any such convertible securities shall not have been converted or exchanged, or if any such options, warrants or other rights shall not have been exercised, the number of shares of Common Stock deemed to be issued and outstanding by reason of the fact that they were issuable upon conversion or exchange of any such convertible securities or upon exercise of any such options, warrants or other rights shall no longer be computed as set forth above, and the Exercise Price shall forthwith be readjusted and thereafter be the price which it would have been (but reflecting any other adjustments in the Exercise Price made pursuant to the provisions of this Section 6 after the issuance of such convertible securities, options, warrants or other rights) had the adjustment of the Exercise Price made upon the issuance or sale of such convertible securities or issuance of options, warrants or other rights been made on the basis of the issuance only of the number of Additional Shares of Common Stock actually issued upon conversion or exchange of such convertible securities, or upon the exercise of such options, warrants or other rights, and thereupon only the number of Additional Shares of Common Stock actually so issued shall be deemed to have been issued and only the consideration actually received by the Company (computed as in subsection (l)(i) hereof) shall be deemed to have been received by the Company.

(m) For the purpose of any computation under subsection (c) of
Section 2, Section 3 or Section 6, the current market price per share of Common Stock (the "Current Market Price") on any day shall be deemed to be the closing price per share as of the earlier of the last trading day prior to the date in question or the day before the Ex Date (as defined below) with respect to the issuance, payment or distribution. For this purpose, the term "Ex Date," when used with respect to the issuance, payment or distribution, shall mean the first date on which the Common Stock trades regular way on the applicable securities exchange or in the applicable securities market without the right to receive such issuance or distribution. The closing price for each day shall be (i) as reported in the Wall Street Journal (Eastern Edition) on the Nasdaq National Market System, (ii) if the Common Stock is not listed or admitted to trading on the Nasdaq National Market System, as reported in the Wall Street Journal (Eastern Edition) on the SmallCap Market or the principal national securities exchange on which the Common Stock is listed or admitted to trading or (iii) if not listed or admitted to trading on the Nasdaq National Market System, on the SmallCap Market or on any national securities exchange, as determined in good faith by the Board of Directors of Company for that purpose. In the event that the Board of Directors of the Company determines the Current Market Price pursuant to the preceding sentence, the Holder may, at its sole discretion, cause the Company to engage external independent appraisers selected by the Holder to determine the Current Market Price, which determination shall be binding. In the event that the Current Market Price determined by such independent appraisers differs from the Current Market Price determined by the Board of Directors of the Company by five percent (5%) or more and such difference is adverse to the interests of Holder, the Company shall bear the costs and expenses related to the independent audit; otherwise, the Holder shall bear such costs and expenses.

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(n) No adjustment in the Exercise Price shall be required unless such adjustment (plus any adjustments not previously made by reason of this subsection (n)) would require an increase or decrease of at least 1% in such Exercise Price; provided, however, that any adjustments that by reason of this subsection (n) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subsection (n) shall be made to the nearest cent or to the nearest 1/100 of a share of Common Stock, as the case may be. Notwithstanding the foregoing, any adjustment required by this subsection (n) shall be made no later than the expiration of the right to exercise the Warrant or a portion thereof.

(o) Whenever the Exercise Price and Warrant Number is adjusted as herein provided:

(i) the Company shall compute the adjusted Exercise Price and Warrant Number in accordance with Section 6 and shall prepare a certificate signed by the treasurer of the Company setting forth the adjusted Exercise Price and Warrant Number and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with any transfer agent; and

(ii) a notice stating that the Exercise Price and Warrant Number have been adjusted and setting forth the adjusted Exercise Price and Warrant Number shall forthwith be required, and as soon as practicable after it is required, such notice (together with a copy of the certificate prepared under
Section 6(o)(i) hereof) shall be mailed by the Company to the Holder of the Warrant at its last address as shall appear in the Warrant Register (as defined in Section 7(a)).

(p) In case:

(i) the Company shall declare a dividend or other distribution on its Common Stock (other than a dividend payable exclusively in cash that would not cause an adjustment to the Exercise Price to take place pursuant to Section 6 above);

(ii) the Company or any of its subsidiaries shall make a tender offer for the Common Stock;

(iii) the Company shall authorize the granting to all Holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class;

(iv) of any reclassification of the Common Stock (other than a subdivision or combination of its outstanding shares of Common Stock), or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or

(v) of the voluntary of involuntary dissolution, liquidation or winding up of the Company;

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then the Company shall cause to be filed with any warrant agent, and shall cause to be mailed to the Holder of this Warrant at its last address as shall appear in the Warrant Register, at least ten days prior to the effective date hereinafter specified, a notice stating (A) the date on which a record has been taken for the purpose of such dividend, distribution or grant of rights, options or warrants, or, if record is not to be taken, the date as of which the identity of the holders of Common Stock of record entitled to such dividend, distribution, rights, options or warrants is to be determined, or (B) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses
(i) through (v) of this subsection (p).

(q) For the purpose of this Section 6,

(i) "Additional Shares of Common Stock" shall mean all shares of Common Stock issued by the Company, except:

(a) shares of Common Stock outstanding as of the date hereof;

(b) shares of Common Stock issuable upon the exercise of warrants, including this Warrant, which are outstanding on the date hereof; and

(c) shares of Common Stock (and/or options, warrants or other Common Stock purchase rights) issued or to be issued to employees, officers or directors of, or advisors to the Company, pursuant to compensation plans, agreements or other arrangements that are approved by the Company's Board of Directors.

(ii) "Common Stock" shall mean the Company's Common Stock and any other shares of capital stock of the Company of any class, or series within a class, whether now or hereafter authorized, which has the right to participate in the distribution of earnings or assets of the Company without limit as to amount or percentage.

7. Transfer of Warrant.

(a) Warrant Register. The Company will maintain a register (the "WARRANT REGISTER") containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change his address as shown on the Warrant Register or transfer this Warrant in accordance with the terms of this Warrant by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until actual receipt by the Company of written notice from the Holder requesting a change of address or the transfer of this Warrant, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes.

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(b) Warrant Agent. The Company may, by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register referred to in subsection (a) of this Section 7, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent.

(c) Transferability. Subject to the restrictions on transfer set forth in subsection (d) of this Section 7, title to this Warrant may be transferred, in whole or in part, without the consent of the Company, by endorsement (by the Holder executing the Assignment Form annexed hereto) and delivery in the same manner as a negotiable instrument transferred by endorsement and delivery. Upon surrender of this Warrant for transfer, properly endorsed on the Assignment Form, the Company at its expense shall issue, on the order of the Holder, a new warrant or warrants of like tenor, in such name as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof. Each holder of this Warrant, by holding it, agrees that this Warrant, when endorsed in blank, may be deemed negotiable, and that, when this Warrant shall have been so endorsed, the holder of this Warrant may be treated by the Company and all other persons dealing with this Warrant as the absolute owner of this Warrant for any purpose and as the person entitled to exercise the rights represented by this Warrant, or to the transfer of this Warrant on the books of the Company, any notice to the contrary notwithstanding.

(d) Compliance with Securities Laws.

(i) The Holder of this Warrant, by acceptance hereof, acknowledges that the transfer of this Warrant and the Warrant Shares is subject to the Holder's compliance with the provisions of the Securities Act and any applicable state securities laws in respect of any such transfer.

(ii) The certificate or certificates representing any Warrant Shares acquired upon exercise of this Warrant, and any Common Stock or other securities issued in respect of such Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with the following legend (unless such a legend is no longer required under the Securities Act):

THE TRANSACTION IN WHICH THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION THAT QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND FOR WHICH AN OPINION OF COUNSEL

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IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY TO
SUCH EFFECT HAS BEEN PROVIDED.

(iii) The Company shall not be required to register the transfer of this Warrant or the Warrant Shares on the books of the Company unless the Company shall have been provided with an opinion of counsel in form and substance reasonably satisfactory to the Company that this Warrant or the Warrant Shares, as applicable, are eligible for transfer without registration under the Securities Act; provided, however, that no such opinion of counsel shall be necessary in order to effectuate a transfer of this Warrant or any of the Warrant Shares (A) in accordance with the provisions of Rule 144(k) promulgated under the Securities Act or (B) with respect to the Warrant Shares, in accordance with the intended method of disposition set forth in any registration statement filed by the Company and covering the Warrant Shares pursuant to the Registration Rights Agreement.

(iv) The conditions precedent imposed by this subsection (d) upon the transferability of this Warrant and the Warrant Shares shall cease and terminate as to this Warrant and any of the Warrant Shares (A) when such securities shall have been registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such securities, (B) at such time as the Company shall have been provided with an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the restrictive legend on such securities is no longer required in order to establish compliance with the provisions of the Securities Act, or (C) when such securities are transferred pursuant to Rule 144 or become transferable in accordance with the provisions of Rule 144(k) promulgated under the Securities Act. Whenever the conditions imposed by this subsection (d) shall terminate as hereinabove provided with respect to any of the Warrant Shares, the holder of any such securities bearing the legend set forth in Section 7(d)(ii) shall be entitled to receive from the Company, without expense (except for the payment of any applicable transfer taxes) and as expeditiously as possible, new stock certificates not bearing such legend.

8. Covenants of the Company. The Company hereby covenants and agrees that:

(a) during the term of this Warrant, the Company will reserve a sufficient number of shares of authorized and unissued Common Stock to provide for the issuance of Common Stock, which shares shall be duly authorized, fully paid and non-assessable, upon the exercise of this Warrant and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of the Warrant;

(b) the Company will not, by amendment of its Certificate of Incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by the Company;

(c) all shares that may be issued upon exercise of this Warrant and payment of the Exercise Price, in accordance with the provisions set forth herein, will be free from all taxes,

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liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein); and

(d) issuance of this Warrant by the Company shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the exercise of this Warrant and payment of the Exercise Price, in accordance with the provisions set forth herein.

9. Notices. Notices under this Warrant to the Company and the Holder shall be provided in the manner, and to the addresses of the Company and the Holder, set forth in the Registration Rights Agreement, or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

10. Amendments. Neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.

11. Governing Law. This Warrant shall be governed in all respects by the internal laws of the State of Delaware as applied to contracts entered into solely between residents of, and to be performed entirely within, such state, and without reference to principles of conflicts of laws or choice of laws.

12. Successors and Assigns. This Warrant shall be binding upon the Company's successors and assigns and shall inure to the benefit of the Holder's successors, legal representatives and assigns.

13. Attorney's Fees. In the event of a dispute with regard to the interpretation of this Warrant, the prevailing party may collect the cost of reasonable attorney's fees, litigation expenses or such other expenses as may be incurred in the enforcement of the prevailing party's rights hereunder.

IN WITNESS WHEREOF, CONCURRENT COMPUTER CORPORATION has caused this Warrant

to be executed by its authorized officer.

Dated: August 10, 2002

CONCURRENT COMPUTER CORPORATION

By:   /s/ Steven R. Norton
   ------------------------------------

Name: Steven R. Norton
      ---------------------------------

Title: Executive Vice President and CFO
       --------------------------------

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Exhibit 10.2

CONCURRENT COMPUTER CORPORATION

RICHARD P. RIFENBURGH
NON-QUALIFIED STOCK OPTION PLAN AND AGREEMENT

THIS NON-QUALIFIED STOCK OPTION PLAN AND AGREEMENT evidences that, subject to the following terms and conditions, on August 21, 2001 (the "Grant Date"), Concurrent Computer Corporation, a Delaware Corporation, (the "Company") granted to Richard P. Rifenburgh (the "Optionee") a non-qualified stock option (the "Option") for the purchase of ten thousand (10,000) shares of the Company's common stock, $.01 par value (the "Stock"), at an option price of eleven dollars and five cents ($11.05) per share (the "Option Price"), for service provided as a director of the Company.

SECTION 1. Definitions. For purposes of this Plan and Agreement, the following terms are defined as set forth below:

a. "Board" means the Board of Directors of the Company.

b. "Change of Control" shall have the meaning set forth in Section 5 below.

c. "Committee" means the Committee referred to in Section 3 below.

d. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

e. "Fair Market Value" means the closing sale price as of any given date of a share of Stock if the Stock is listed on a national securities exchange or quoted on the Nasdaq system or, if no such closing price is available on such date, such closing price as reported for the immediately preceding business day. If the Stock is not listed on a national securities exchange or quoted on the Nasdaq system, the Fair Market Value of the Stock shall be determined by the Committee in good faith.

f. "Rule 16b-3" means the exemption under Rule 16b-3 to Section 16(b) of the Exchange Act, as amended from time to time.

In addition, certain other terms used herein have definitions given to them in the first place in which they are used. For purposes of the definitions set forth in this Section 1, the singular shall include the plural and the plural shall include the singular.


SECTION 2. Stock Option. The Option shall be subject to the following terms and conditions:

(a) Exercisability and Term. The Option shall be immediately exercisable and shall be exercisable during the period that the Optionee remains a member of the Board and for a period of three (3) years following termination of service on the Board.

(b) Method of Exercise. Subject to the provisions of this Section 2, the Option may be exercised (to the extent then exercisable), in whole or in part, at any time during the Option term by giving written notice of exercise to the Company specifying the number of shares of Stock subject to the Option to be purchased. Such notice shall be accompanied by payment in full of the purchase price by certified or bank check or such other instrument as the Company may accept. Payment in full or in part also may be made in the form of unrestricted common stock of the Company already owned by the Optionee; provided that if the Option is exercised using unrestricted common stock of the Company already owned by the Optionee, such stock must have been held by the Optionee for at least six
(6) months.

In the discretion of the Committee, payment for any Stock subject to the Option also may be made by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the purchase price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. The value of already owned shares of common stock of the Company exchanged in full or partial payment for the shares purchased upon the exercise of the Option shall be equal to the aggregate Fair Market Value of such already owned shares of stock on the date preceding the exercise of the Option (and transfer of such already owned shares to the account of the Company).

(c) Non-transferability of Option. The Option shall not be transferable by the Optionee other than by will or by the laws of descent and distribution, and the Option shall be exercisable, during the Optionee's lifetime, only by the Optionee or by the guardian or legal representative of the Optionee, it being understood that the term "Optionee" include the guardian and legal representative of the Optionee and any person to whom the Option is transferred by will or the laws of descent and distribution.

(d) Cashing out of Option. On receipt of written notice of exercise, the Committee may elect to cash out all or part of the Option to be exercised by paying the Optionee an amount, in cash or Stock, equal to the excess of the Fair Market Value of a share of Stock over the Option price times the number of shares of Stock subject to the Option on the effective date of such cash out.

SECTION 3. Administration.

This Plan and Agreement shall be administered by the Compensation Committee ("Committee") of the Board or such other committee of the Board, composed of not less than two (2) members, each of whom shall be appointed by and shall serve at the

2

pleasure of the Board and shall come within the definition of a "non-employee director" under Rule 16b-3 and an "outside director" under Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. If at any time no Committee shall be in place, the functions of the Committee specified in this Plan and Agreement shall be exercised by the Board.

The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan and Agreement as it shall, from to time, deem advisable; to interpret the terms and provisions of this Plan and Agreement; and to otherwise supervise the administration of this Plan and Agreement.

The Committee may act only by a majority of its members then in office, except that the members thereof may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee. Any determination made by the Committee pursuant to the provisions of this Plan and Agreement with respect to the Option shall be made in its sole discretion at the time of the grant of the Option or, unless in contravention of any express term of this Plan and Agreement, at any time thereafter. All decisions made by the Committee pursuant to the provisions of this Plan and Agreement shall be final and binding on all persons, including the Company and the Optionee.

SECTION 4. Adjustments.

In the event of any merger, reorganization, consolidation, recapitalization (including, but not limited to, the issuance of common stock or any securities convertible into common stock in exchange for securities of the Company), stock dividend, stock split or reverse stock split, extraordinary distribution with respect to the Stock or other similar change in corporate structure affecting the Stock, such substitution or adjustments shall be made in the number and Option price of shares subject to the Option granted under this Plan and Agreement as may be determined to be appropriate by the Committee, in its sole discretion; provided, however, that the number of shares subject to the Option always shall be a whole number.

SECTION 5. Change of Control.

Upon the occurrence of a Change of Control, the Committee, in its discretion, shall have the right (but not the obligation) to cash out prior to the transaction the Option by paying the Optionee an amount, in cash or common stock, equal to the excess of the Fair Market Value of a share of Stock over the Option price per share of Stock times the number of shares of Stock subject to the Option on the effective date of the cash out (in which event the Option shall thereupon expire).

3

For purposes of this Plan, "Change of Control" means the occurrence of any of the following events:

(a) the acquisition, directly or indirectly, by any "person" or "group" (as those terms are defined in Sections 3(a)(9), 13(d), and 14(d) of the Exchange Act and the rules thereunder, including, without limitation, Rule 13d-5(b)) of "beneficial ownership" (as determined pursuant to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors ("voting securities") of the Company that represent 35% or more of the combined voting power of the Company's then outstanding voting securities, other than

(i) an acquisition by a trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company, or

(ii) an acquisition of voting securities by the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company, or

(iii) an acquisition of voting securities pursuant to a transaction described in clause (c) below that would not be a Change of Control under clause (c);

(b) a change in the composition of the Board that causes less than a majority of the directors of the Company to be directors that meet one or more of the following descriptions:

(i) a director who has been a director of the Company for a continuous period of at least 24 months, or

(ii) a director whose election or nomination as director was approved by a vote of at least two-thirds of the then directors described in clauses (b)(i), (ii), or (iii) by prior nomination or election, but excluding, for the purpose of this subclause (ii), any director whose initial assumption of office occurred as a result of an actual or threatened (y) election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or group other than the Board or (z) tender offer, merger, sale of substantially all of the Company's assets, consolidation, reorganization, or business combination that would be a Change of Control under clause (c) on consummation thereof, or

4

(iii) who were serving on the Board as a result of the consummation of a transaction described in clause (c) that would not be a Change of Control under clause (c);

(c) the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company's assets or
(z) the acquisition of assets or stock of another entity, in each case, other than in a transaction

(i) that results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets or otherwise succeeds to the business of the Company (the Company or such person, the "Successor Entity")) directly or indirectly, at least 50% of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and

(ii) after which more than 50% of the members of the board of directors of the Successor Entity were members of the Board at the time of the Board's approval of the agreement providing for the transaction or other action of the Board approving the transaction (or whose election or nomination was approved by a vote of at least two-thirds of the members who were members of the Board at that time), and

(iii) after which no person or group beneficially owns voting securities representing 35% or more of the combined voting power of the Successor Entity, unless the Board determines in its discretion that beneficial ownership by a person or group of voting securities representing 35% or more of the combined voting power of the Successor Entity shall not be deemed a Change of Control; or

(d) a liquidation or dissolution of the Company.

For purposes of clarification, an acquisition of Company securities by the Company that causes the Company's voting securities beneficially owned by a person or group to represent 35% or more of the combined voting power of the Company's then outstanding voting securities is not to be treated as an "acquisition" by any person or group for purposes of clause (a) above. For purposes of clause (a) above, the Company makes the calculation of voting power as if the date of the acquisition were a record date for a vote of the Company's shareholders, and for purposes of clause (c) above, the Company makes the calculation of voting power as if the date of the consummation of the transaction were a record date for a vote of the Company's shareholders.

5

SECTION 6. Amendment.

The Board may amend this Plan and Agreement, but no amendment shall be made that would (i) impair the rights of the Optionee without the Optionee's consent, except such an amendment made to cause this Plan and Agreement to qualify for the exemption provided by Rule 16b-3, or (ii) disqualify this Plan and Agreement from the exemption provided by Rule 16b-3. In addition, no such amendment shall be made without the approval of the Company's stockholders to the extent such approval is required by law.

SECTION 7. General Provisions.

(a) Compliance with Laws. The Option shall not be exercised and no related share certificates shall be delivered if in the sole discretion of the Company any requisite approval, consent, registration or other qualification of any stock exchange upon which the securities of the Company may then be listed, the Securities and Exchange Commission or other governmental authority having jurisdiction over the exercise of the Option or the issuance of shares shall not have been secured.

(b) Beneficiary. The Committee shall establish such procedures as it deems appropriate for the Optionee to designate a beneficiary to whom any amounts payable in the event of the Optionee's death are to be paid.

(c) Severability. If any provisions of this Plan and Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions of this Plan and Agreement or the subject agreement.

(d) Governing Law. This Plan and Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

(e) Merger Clause. This Plan and Agreement supersedes any and all understandings between the Company and the Optionee with respect to the Option, and, except as otherwise provided herein, this Plan and Agreement may be amended only in writing signed by the Company and the Optionee.

(f) Headings. The headings in this Plan and Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of thereof.

6

PLEASE INDICATE YOUR UNDERSTANDING AND ACCEPTANCE OF THE FOREGOING BY SIGNING AND RETURNING A COPY OF THIS PLAN AND AGREEMENT.

CONCURRENT COMPUTER ORPORATION

By:     /s/ Steven R. Norton
   ------------------------------------------
   Name:  Steven R. Norton
   Title: Executive Vice President & CFO

I hereby acknowledge receipt of the Option granted on August 21, 2001, which has been granted to me under the foregoing terms and conditions. I further agree to conform to all of the terms and conditions of the Option.

OPTIONEE

/s/ Richard P. Rifenburgh
---------------------------------------------
Richard P. Rifenburgh

7

Exhibit 10.11

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, made and entered into as of the 26th day of November, 2001 by and between CONCURRENT COMPUTER CORPORATION, a Delaware corporation ("Concurrent" or the "Company"), and Kirk L. Somers (the "Employee").

W I T N E S S E T H :

WHEREAS, the Company desires to employ the Employee and the Employee desires to accept such employment with the Company;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

1. Employment

The Company hereby employs the Employee and the Employee hereby accepts employment with the Company for the term set forth in Section 2 below, in the position and with the duties and responsibilities set forth in Section 3 below, and upon other terms and conditions hereinafter stated.

2. Term

The term of employment hereunder shall commence on the date hereof and shall continue until otherwise terminated by either party at any time in accordance with the terms hereof.

3. Position; Duties; Responsibilities

3.1 It is intended that at all times during the term of employment hereunder, the Employee shall serve as General Counsel reporting to the Chief Financial Officer of the Company. The Employee agrees to perform such senior executive and managerial services customary to such position as are necessary to the operations of the Company and as may be assigned to him from time to time by the Chief Executive Officer or by the Company's Board of Directors (the "Board of Directors").

3.2 Throughout the term of employment hereunder, the Employee shall devote his full time and undivided attention during normal business hours to the business and affairs of the Company, as appropriate to his responsibilities and duties hereunder, except for reasonable vacations and illness or other disability, but nothing in this Agreement shall preclude the Employee from devoting reasonable periods required for serving as a director or member of any advisory committee of not more than two (at any time) "for profit" organizations involving no conflict of interest with the interests of the Company (subject to approval by the Chief Financial Officer, which approval shall not be unreasonably withheld), or from engaging in charitable and


community activities, or from managing his personal investments, provided such activities do not materially interfere with the performance of his duties and responsibilities under this Agreement.

4. Compensation

4.1 Salary

For services rendered by the Employee during the term of employment hereunder, the Employee shall be paid a salary, payable in equal biweekly installments (or, if different, payable in accordance with the then existing applicable payroll policy of the Company, but in no event less frequently than equal monthly installments) at an annualized rate of no less than $175,000.00, such salary to be reviewed for increase annually with such increases, if any, as shall be awarded taking into account such factors as corporate and individual performance and general business conditions, including changes in the Atlanta metropolitan area cost of living index.

4.2 Annual Bonus Opportunity

During the term of employment hereunder, the Employee will be provided an annual bonus opportunity in a target amount of 30% of base compensation (pro-rated based on the Employee's start date). The objectives for each year and other terms and conditions of the bonus opportunity shall be established by the Chief Financial Officer and shall be reasonably consistent with the business plan of the Company for such year established in advance.

4.3 Employee Benefit Plans

During the term of employment hereunder, the Employee will be eligible to participate in all employee benefit programs of the Company now or hereafter made available to senior executives, in accordance with the provisions thereof as in effect from time to time. In any event, the Employee shall be entitled to vacation days at the rate of three weeks per calendar year or such greater amount as may be provided by Company policies in effect from time to time.

4.4 Stock Options

Employee has initially been granted an option to purchase 30,000 shares of the Company's common stock. The per share exercise price of the option is the fair market value of the Company's common stock at the close of business on the day the employee begins employment, and the option vests 25% on each anniversary date over the next four years. The remaining terms and conditions of this grant are as provided in the Company's 2001 Stock Option Plan.

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4.5 Business Expense Reimbursements

During the term of employment hereunder, the Employee will be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him (in accordance with the policies and procedures established by the Company for its senior level executives), in connection with his performing services hereunder.

5. Consequences of Termination of Employment

5.1 Death

In the event of the death of the Employee during the term of employment hereunder, the estate or other legal representatives of the Employee shall be entitled to continuation of the salary provided for in Section 4.1 for a period of 6 months from the date of the Employee's death, at the rate in effect at such date.

5.2 Continuing Disability

Notwithstanding anything in this Agreement to the contrary, the Company is hereby given the option to terminate the Employee's employment in the event of the Employee's Continuing Disability. Such option shall be exercised by the Company by giving notice to the employee of the Company's intention to terminate his employment due to Continuing Disability not earlier than 15 days from the receipt of such notice.

In the event of the termination of the Employee's employment due to Continuing Disability, the Employee shall be entitled to compensation in accordance with the terms of all disability plan(s) made available to the Employee in which he is a participant at the time of such termination, if any; provided, however, that for a period of 6 months from such date of termination, the Employee shall receive an amount at least equal to the salary provided for in Section 4.1 above, at the rate in effect at the time of such termination, to the extent not provided under any such disability plan. Other rights and benefits under employee benefit plans and programs of the Company, generally, will be determined in accordance with the terms and provisions of such plans and programs.

For purposes hereof, Continuing Disability shall mean the inability to perform the essential functions connected with the Employee's duties hereunder, with or without reasonable accommodation, which inability shall have existed for a period of 250 days, even though not consecutive, in any 24 month period. In the event the Employee does not agree with the Company that his inability may reasonably be expected to exist for such period, the opinion of a qualified medical doctor selected by the Employee and reasonably satisfactory to the Company shall be determinative.

If, following a termination of employment hereunder due to Continuing Disability, the Employee becomes otherwise employed (whether as an employee, consultant

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or otherwise, but not solely as a member of a board of directors), any salary or other benefits earned by him from such employment shall be offset against any disability compensation or salary continuation due hereunder.

5.3 Termination by the Company for Due Cause

Nothing herein shall prevent the Company from terminating the employment of the employee for Due Cause. The Employee shall continue to receive salary and any accrued and due bonus payments provided for herein only through the period ending with the date of such termination and any other rights and benefits he may have under employee benefit plans and programs of the Company, generally, shall be determined in accordance with the terms of such plans and programs. The term "Due Cause", as used herein, shall mean that (a) the Employee has committed a willful serious act, such as embezzlement, against the Company intended to enrich himself at the expense of the Company or has been convicted of a felony involving moral turpitude or (b) the Employee has (i) willfully and grossly neglected his duties hereunder or (ii) intentionally failed to observe specific directives or policies of the Chief Financial Officer or Chief Executive Officer, which directives or policies were consistent with his positions, duties and responsibilities hereunder, and which failure had, or continuing failure will have, a material adverse effect on the Company. Prior to any such termination, the Employee shall be given written notice by the Chief Financial Officer or Chief Executive Officer that the Company intends to terminate his employment for Due Cause under this Section 5.3, which written notice shall specify the particular acts or omissions on the basis of which the Company intends to so terminate the Employee's employment, and the Employee (with his counsel, if he so chooses) shall be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board of Directors to discuss such acts or omissions and given reasonable time to remedy the situation, if it is deemed by the Board of Directors, in their good faith business judgment, to be remediable. In the event of such termination, the Employee shall be promptly furnished written specification of the basis therefor in reasonable detail.

5.4 Termination by the Company other than for Due Cause

The foregoing notwithstanding, the Company may terminate the Employee's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on death or disability as provided in Sections 5.1 or 5.2, above, or on Due Cause as provided in
Section 5.3 above, the Employee will be entitled to receive Severance Compensation (as defined below) for a period of 6 months from the date of such termination.

For purposes of the foregoing, Severance Compensation shall consist of salary continuation, payable in equal biweekly installments (or, if different, payable in accordance with the then existing applicable payroll policy of the Company, but in no event less frequently than equal monthly installments), at the rate in effect, pursuant to Section 4.1 above, immediately prior to such termination.

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During the period beginning with the Employee's termination and continuing through the period for which Severance Compensation is paid hereunder, the Company will use its best efforts to continue the Employee's existing coverage under its group life insurance, hospitalization, medical and dental plans. To the extent he is not eligible under the terms of one or more of such plans and programs, the Company will provide the Employee with the economic equivalent for the 6 month period during which Severance Compensation is paid hereunder. For this purpose, "economic equivalent" shall mean the cost the Employee would incur if he were to provide himself with a benefit comparable to the reduced or eliminated benefit. The amount paid to the Employee as the economic equivalent, less the amount of the premium payment which is the Employee's responsibility in accordance with the Company benefit plan, will be "grossed-up", if taxable (that is, the amount necessary to make the Employee whole after taking into account (i) the cost of the benefit and (ii) additional income taxes, if any, incurred by the employee on amounts paid to him pursuant to this sentence)).

The foregoing notwithstanding, upon a termination triggering Severance Compensation payments hereunder the Company shall be under no obligation to continue the Employee's coverage under any long term disability plan or program; and the date of such termination shall be considered a termination for purposes of participation in the Company's Retirement Savings Plan.

Except as specifically set forth in this Section 5.4, the Employee shall not be entitled to any other compensation or benefits following a termination of employment by the Company as provided in this Section 5.4.

5.5 Constructive Termination of Employment by the Company without

Due Cause

Anything herein to the contrary notwithstanding, if the Company:

(A) demotes or otherwise elects or appoints the Employee to a lesser office than set forth in Section 3.1 or fails to elect or appoint him to such position;

(B) causes a material change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to the Employee's position as described in Section 3.1;

(C) decreases the Employee's salary or annual bonus opportunity below the levels provided for by the terms of Sections 4.1 and 4.2 (taking into account any salary increases made from time to time in accordance with Section 4.1);

(D) materially reduces the Employee's benefits under any employee benefit plan, program, or arrangement of the Company (other than a change that affects all employees similarly situated) from the level in effect upon the Employee's commencement of participation; or

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(E) commits any other material breach of this Agreement,

then such action (or inaction) by the Company, unless consented to in writing by the Employee, shall constitute a termination of the Employee's employment by the Company other than for Due Cause pursuant to Section 5.4 above. If, within thirty (30) days of learning of the action (or inaction) described herein as a basis for a constructive termination of employment, the Employee (unless he has given written consent thereto) notifies the Company in writing that he wishes to effect a constructive termination of his employment pursuant to this Section 5.5, and such action (or inaction) is not reversed or otherwise remedied by the Company within 30 days following receipt by the Company of such written notice, then effective at the end of such second 30 day period, the employment of the Employee hereunder shall be deemed to have terminated pursuant to Section 5.4 above.

5.6 Voluntary Termination by Employee

In the event the Employee terminates his employment of his own volition (other than as provided in Section 5.5 above), such termination shall constitute a voluntary termination and in such event the Employee shall be limited to the same rights and benefits as provided in connection with termination for Due Cause under the second sentence of Section 5.3 above. For the purposes hereof, a decision by the Employee to voluntarily retire shall constitute a voluntary termination.

6. Protective Agreement

Concurrently with entering into this Agreement, the Employee will enter into a Protective Agreement in favor of the Company substantially in the form attached as Exhibit A hereto (the "Protective Agreement").

7. Successors and Assigns

7.1 Assignment by the Company

This Agreement shall be binding upon and inure to the benefit of the Company or any corporation or other entity to which the Company may transfer all or substantially all its assets and business and to which the Company may assign this Agreement, in which case "Company" as used herein shall mean such corporation or other entity.

7.2 Assignment by the Employee

The Employee may not assign this Agreement or any part thereof without the prior written consent of the Company, which consent may be withheld by the Company for any reason it deems appropriate; provided, however, nothing herein shall preclude the Employee from designating one or more beneficiaries to receive any amount that may be payable following the occurrence of his legal incompetency or his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled

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thereto under the laws of intestacy applicable to his estate. The term "beneficiaries", as used in this Agreement, shall mean a beneficiary or beneficiaries so designated to receive any such amount or if no beneficiary has been so designated the legal representative of the Employee (in the event of his incompetency) or the Employee's estate.

8. Arbitration

Any dispute or controversy arising out of, in connection with, or relating to this Agreement or the Employee's employment by the Company or its termination shall be settled exclusively by arbitration in Atlanta, Georgia by one arbitrator in accordance with the employment arbitration rules of the American Arbitration Association then in effect; provided, however, that this arbitration agreement shall not preclude the Company from seeking to enforce the Protective Agreement in any court of competent jurisdiction without resort to arbitration. The arbitrator's award may include the manner in which fees of counsel and other expenses in connection with the dispute or controversy are to be borne by the parties. The arbitrator's authority and jurisdiction is limited to interpreting and applying the express provisions of this Agreement and the arbitrator shall not have the authority to alter or add to the provisions of this Agreement. Judgment may be entered upon the arbitrator's award in any court of competent jurisdiction.

9. Governing Law

This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Georgia (without reference to the principles of conflicts of law).

10. Entire Agreement

This Agreement, including the Protective Agreement, contains all the understandings and representations between the parties hereto pertaining to the subject matter hereof and supersedes all undertakings and agreements, whether oral or in writing, if any there be, previously entered into by them with respect thereto.

11. Amendment or Modification; Waiver

No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by the Employee and an officer of the Company thereunto duly authorized. Except as otherwise specifically provided in the Agreement, no waiver by any party hereto of any breach by another party hereto of any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar provision or condition at the same or any prior or subsequent time.

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12. Notices

Any notice to be given hereunder shall be in writing and delivered personally or sent by certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice of hereunder in writing:

COMPANY: Concurrent Computer Corporation 4375 River Green Parkway Duluth, GA 30096
Attn: Suzanne Smith, Director - Human Resources

With a copy to:

King & Spalding
191 Peachtree Street Atlanta, GA 30303-1763 ATTN: Jack Capers

EMPLOYEE: Kirk L. Somers
5030 Red Robin Ridge Alpharetta, GA 30022

13. Severability

In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions or portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

14. Withholding

Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Employee or his estate or beneficiaries, shall be subject to withholding of such amounts relating to taxes as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, in whole or in part, the Company may, in its sole discretion, accept other provision for payment of taxes as required by law, provided it is satisfied that all requirements of law affecting its responsibilities to withhold such taxes have been satisfied.

15. Survivorship

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The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

16. References

In the event of the Employee's death or judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to his legal representatives, or, where appropriate, to his beneficiary or beneficiaries.

17. Titles

Titles to the sections in this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section.

18. Counterparts

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

CONCURRENT COMPUTER CORPORATION

By: /s/ Steven R. Norton
   -------------------------------
        Steven R. Norton
        Chief Financial Officer

EMPLOYEE

/s/ Kirk L. Somers
----------------------------------
    Kirk L. Somers

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Exhibit 10.11

Exhibit A

PROTECTIVE AGREEMENT

I, the undersigned, in consideration of and as a condition to my employment by Concurrent Computer Corporation (the "Company), do hereby agree with the Company as follows:

1. Noncompete and Nonsolicitation of Customers or Employees. During my employment by the Company, I will devote my full time and best efforts to the business of the Company and I will not, directly or indirectly, alone or as a partner, officer, director, employee or holder of more than 5% of the common stock of any other organization, engage in any business activity which competes directly or indirectly with the products or services being developed, manufactured or sold by the Company. I also agree that, following any termination of such employment, I will not, directly or indirectly, for any period in which I receive severance payments from the Company, plus one (1) year, (a) engage in or provide any services substantially similar to the services that I provided to the Company at any time during the last twelve (12) months of my employment to or on behalf of any person or entity that competes with the Company in the "real time" or "video-on-demand" businesses anywhere in the continental United States, which I acknowledge and agree is the primary geographic area in which the Company competes in these businesses and thus, by virtue of my senior executive position and responsibilities with the Company, also the primary geographic area of my employment with the Company, (b) solicit or attempt to solicit, for the purpose of competing with the Company in its "real time" or "video-on-demand" businesses, any customers or active prospects of the Company with which I had any material business contact for or on behalf of the Company at any time during the last twelve (12) months of my employment, or (c) recruit or otherwise seek to induce any employees of the Company to terminate their employment or violate any agreement with the Company.

2. Trade Secrets and Other Confidential Information. Except as may be required in the performance of my duties with the Company, or as may be required by law, I will not, whether during or after termination of my employment with the Company, reveal to any person or entity or use any of the trade secrets of the Company for as long as they remain trade secrets. I also agree to these same restrictions, during my employment with the Company and for a period of three (3) years thereafter, with respect to all other confidential information of the Company, including its technical, financial and business information, unless such confidential information becomes publicly available through no fault of mine or unless it is disclosed by the Company to third parties without similar restrictions.

Further, I agree that any and all documents, disks, databases, notes, or memoranda prepared by me or others and containing trade secrets or confidential information of the Company shall be and remain the sole and exclusive property of the Company, and that upon termination of my employment or prior request of the Company I will immediately deliver all of such documents, disks, databases, notes or memoranda, including all copies, to the Company at its main office.

3. Inventions and Copyrights. If at any time or times during my employment (or within six (6) months thereafter if based on trade secrets or confidential information within the meaning of Paragraph 2 above), I make or discover, either alone or with others, any invention, modification, development, improvement, process or secret, whether or not patented or patentable (collectively, "Inventions") based on work done for the Company, I will disclose in reasonable detail the nature of such Invention to the Company in writing, and if it relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, such Invention and the benefits thereof shall immediately become the sole and absolute property of the Company provided the Company notifies me in reasonable detail within ninety (90) days after receipt of my disclosure of such Invention that it believes such Invention relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company. I also agree to transfer such Inventions and

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benefits and rights resulting from such Inventions to the Company without compensation and will communicate without cost, delay or prior publications all available information relating to the Inventions to the Company. At the Company's expense I will also, whether before or after termination of my employment, sign all documents (including patent applications) and do all acts and things that the Company may deem necessary or desirable to effect the full assignment to the Company of my right and title to the Inventions or necessary to defend any opposition thereto. I also agree to assign to the Company all copyrights and reproduction rights to any materials prepared by me in connection with my employment.

4. Conflicting Agreements. I represent that I have attached to this Agreement a copy of any written agreement, or a summary of any oral agreement, which presently affects my ability to comply with the terms of this Agreement, and that to the best of my knowledge my employment with the Company will not conflict with any agreement to which I am subject. I have returned all documents and materials belonging to any of my former employers. I will not disclose to the Company or induce any of the Company's employees to use trade secrets or confidential information of any of my former employers.

5. Miscellaneous.

(a) I hereby give the Company permission to use photographs of me, during my employment, with or without using my name, for any purposes the Company deems necessary or desirable.

(b) The Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance and other equitable relief as may be appropriate to prevent the violation of my obligations hereunder.

(c) I understand that this Agreement does not create an obligation on the Company or any other person to continue my employment for any period of time.

(d) This Agreement shall be construed in accordance with the laws of the State of Georgia. I agree that each provision of this Agreement shall be treated as a separate and independent clause, and the unenforceability of any clause shall in no way impair the

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enforceability of any of the other clauses. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be extensively broad as to scope, activity, time, geographical area or subject so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them so as to be enforceable to the maximum extent compatible with applicable law as it shall then appear.

(e) My obligations under this Agreement shall survive the termination of my employment regardless of the manner of such termination for the time periods set forth in this Agreement, and shall be binding upon my heirs, executors and administrators.

(f) The term "Company" as used in this Agreement includes Concurrent Computer Corporation and any of its subdivisions or affiliates. The Company shall have the right to assign this Agreement to its successors and assigns.

(g) The foregoing is the entire agreement between the Company and me with regard to its subject matter, and may not be amended or supplemented except by a written instrument signed by both the Company and me. The section headings are inserted for convenience only, and are not intended to affect the meaning of this Agreement.

/s/ Kirk L. Somers
------------------------------
    Kirk L. Somers

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Exhibit 10.12

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, made and entered into as of the 17th day of June, 2002 by and between CONCURRENT COMPUTER CORPORATION, a Delaware corporation ("Concurrent" or the "Company"), and Stephen K. Necessary (the "Employee").

W I T N E S S E T H :

WHEREAS, the Company desires to employ the Employee and the Employee desires to accept such employment with the Company;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

1. Employment

The Company hereby employs the Employee and the Employee hereby accepts employment with the Company for the term set forth in Section 2 below, in the position and with the duties and responsibilities set forth in Section 3 below, and upon other terms and conditions hereinafter stated. Should employee be prohibited from performing the services as detailed herein due to any obligation(s) to a prior employer, all compensation due under this Agreement shall be suspended until such obligations are extinguished.

2. Term

The term of employment hereunder shall commence on the date hereof and shall continue until otherwise terminated by either party at any time in accordance with the terms hereof.

3. Position; Duties; Responsibilities

3.1 It is intended that at all times during the term of employment hereunder, the Employee shall serve as President, Xstreme Division, reporting to the Chief Executive Officer of the Company (the "Chief Executive Officer"). The Employee agrees to perform such senior executive officer and managerial services customary to such position as are necessary to the operations of the Company and as may be assigned to him from time to time by the Chief Executive Officer or by the Company's Board of Directors (the "Board of Directors").

3.2 Throughout the term of employment hereunder, the Employee shall devote his full time and undivided attention during normal business hours to the business and affairs of the Company, as appropriate to his responsibilities and duties hereunder, except for reasonable vacations and illness or other disability


4. Compensation

4.1 Salary

For services rendered by the Employee during the term of employment hereunder, the Employee shall be paid a salary, payable in equal biweekly installments (or, if different, payable in accordance with the then existing applicable payroll policy of the Company, but in no event less frequently than equal monthly installments) at an annualized rate of no less than $285,000.00, such salary to be reviewed for increase annually with such increases, if any, as shall be awarded taking into account such factors as corporate and individual performance and general business conditions.

4.2 Annual Bonus Opportunity

During the term of employment hereunder, the Employee will be provided an annual bonus opportunity in a target amount of 50% of base salary (pro-rated based on the Employee's start date). The objectives for each year and other terms and conditions of the bonus opportunity shall be established by the Board of Directors or a committee thereof and shall be reasonably consistent with the business plan of the Company for such year established in advance.

4.3 Employee Benefit Plans

During the term of employment hereunder, the Employee will be eligible to participate in all employee benefit programs of the Company now or hereafter made available to senior executives, in accordance with the provisions thereof as in effect from time to time. In any event, the Employee shall be entitled to vacation days at the rate of four weeks per calendar year or such greater amount as may be provided by Company policies in effect from time to time.

4.4 Stock Options

Employee has initially been granted an option to purchase 400,000 shares of the Company's common stock. The per share exercise price of the option is the fair market value of the Company's common stock at the close of business on the Employees start date and the option vests over a 4 year term at the rate of 25% on each of the employees first 4 anniversary dates. The remaining terms and conditions of this grant are as provided in the Company's Stock Option Plan.

4.5 Signing Bonus

The Employee will be eligable for a signing bonus equal to $75,000 payable within 120 days of Employee's start date, if employment begins on or before June 17, 2002. If the Employee's employment with the Company is terminated within the first three years of

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employment, the Employee shall reimburse the Company a prorated portion of this signing bonus, unless the termination is pursuant to paragraphs 5.1, 5.2, or 5.4.

4.6 Business Expense Reimbursements

During the term of employment hereunder, the Employee will be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him (in accordance with the policies and procedures established by the Company for its senior level executives), in connection with his performing services hereunder.

5. Consequences of Termination of Employment

5.1 Death

In the event of the death of the Employee during the term of employment hereunder, the estate or other legal representatives of the Employee shall be entitled to continuation of the salary provided for in Section 4.1 for a period of 6 months from the date of the Employee's death, at the rate in effect at such date.

5.2 Continuing Disability

Notwithstanding anything in this Agreement to the contrary, the Company is hereby given the option to terminate the Employee's employment in the event of the Employee's Continuing Disability. Such option shall be exercised by the Company by giving notice to the employee of the Company's intention to terminate his employment due to Continuing Disability not earlier than 15 days from the receipt of such notice.

In the event of the termination of the Employee's employment due to Continuing Disability, the Employee shall be entitled to compensation in accordance with the terms of all disability plan(s) made available to the Employee in which he is a participant at the time of such termination, if any; provided, however, that for a period of 6 months from such date of termination, the Employee shall receive an amount at least equal to the salary provided for in Section 4.1 above, at the rate in effect at the time of such termination, to the extent not provided under any such disability plan. Other rights and benefits under employee benefit plans and programs of the Company, generally, will be determined in accordance with the terms and provisions of such plans and programs.

For purposes hereof, Continuing Disability shall mean the inability to perform the essential functions connected with the Employee's duties hereunder, with or without reasonable accommodation, which inability shall have existed for a period of 250 days, even though not consecutive, in any 24 month period. In the event the Employee does not agree with the Company that his inability may reasonably be expected to exist for such period, the opinion of a qualified medical doctor selected by the Employee and reasonably satisfactory to the Company shall be determinative.

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If, following a termination of employment hereunder due to Continuing Disability, the Employee becomes otherwise employed (whether as an employee, consultant or otherwise, but not solely as a member of a board of directors), any salary or other benefits earned by him from such employment shall be offset against any disability compensation or salary continuation due hereunder.

5.3 Termination by the Company for Due Cause

Nothing herein shall prevent the Company from terminating the employment of the employee for Due Cause. The Employee shall continue to receive salary and any accrued and due bonus payments provided for herein only through the period ending with the date of such termination and any other rights and benefits he may have under employee benefit plans and programs of the Company, generally, shall be determined in accordance with the terms of such plans and programs. The term "Due Cause", as used herein, shall mean that (a) the Employee has committed a willful serious act, such as embezzlement, against the Company intended to enrich himself at the expense of the Company or has been convicted of a felony involving moral turpitude or (b) the Employee has (i) willfully and grossly neglected his duties hereunder or (ii) intentionally failed to observe specific directives or policies of the Board of Directors or CEO, which directives or policies were consistent with his positions, duties and responsibilities hereunder, and which failure had, or continuing failure will have, a material adverse effect on the Company. Prior to any such termination, the Employee shall be given written notice by the Board of Directors or CEO that the Company intends to terminate his employment for Due Cause under this Section 5.3, which written notice shall specify the particular acts or omissions on the basis of which the Company intends to so terminate the Employee's employment, and the Employee (with his counsel, if he so chooses) shall be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board of Directors to discuss such acts or omissions and given reasonable time to remedy the situation, if it is deemed by the Board of Directors, in their good faith business judgment, to be remediable. In the event of such termination, the Employee shall be promptly furnished written specification of the basis therefor in reasonable detail.

5.4 Termination by the Company other than for Due Cause

The foregoing notwithstanding, the Company may terminate the Employee's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on death or disability as provided in Sections 5.1 or 5.2, above, or on Due Cause as provided in
Section 5.3 above, the Employee will be entitled to receive Severance Compensation (as defined below).

For purposes of the foregoing, Severance Compensation shall consist, at employee's option, of either (1) Salary Continuation for a period of 12 months from the date of such termination (the "Salary Continuation Period"), payable in equal biweekly installments (or, if different, payable in accordance with the then existing applicable payroll policy of the

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Company, but in no event less frequently than equal monthly installments), at the rate in effect, pursuant to Section 4.1 above, immediately prior to such termination or (2) Benefits Continuation (further defined below), in lieu of the 12 months of Salary Continuation, until the employee reaches the age of 65 (the "Benefits Continuation Period"). "Benefits Continuation" means maintaining Employee's enrollment in the group life insurance, hospitalization, medical, and dental programs offered to other employees or substantially similar programs for the Benefits Continuation Period.

During the period beginning with the Employee's termination and continuing through the Salary Continuation Period, the Company will use its best efforts to continue the Employee's eligibility under its group life insurance, hospitalization, medical and dental plans. In order to obtain such benefits, the Employee will have to pay the amount that would be the Employee's responsibility if he was still employed. To the extent Employee is not eligible under the terms of one or more of such plans and programs, the Company will provide the Employee with the economic equivalent for the Salary Continuation Period. For this purpose, "economic equivalent" shall mean the cost the Employee would incur if he were to provide himself with a benefit comparable to the reduced or eliminated benefit. The amount paid to the Employee as the economic equivalent, less the amount of the premium payment which is the Employee's responsibility in accordance with the Company benefit plan, will be "grossed-up", if taxable (that is, the amount necessary to make the Employee whole after taking into account
(i) the cost of the benefit and (ii) additional income taxes, if any, incurred by the employee on amounts paid to him pursuant to this sentence)).

The foregoing notwithstanding, upon a termination triggering Severance Compensation payments hereunder the Company shall be under no obligation to continue the Employee's coverage under any long term disability plan or program; and the date of such termination shall be considered a termination for purposes of participation in the Company's Retirement Savings Plan.

Except as specifically set forth in this Section 5.4, the Employee shall not be entitled to any other compensation or benefits following a termination of employment by the Company as provided in this Section 5.4.

5.5 Constructive Termination of Employment by the Company without

Due Cause

Anything herein to the contrary notwithstanding, if the Company:

(A) demotes or otherwise elects or appoints the Employee to a lesser office than set forth in Section 3.1 or fails to elect or appoint him to such position;

(B) causes a material change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to the Employee's position as described in Section 3.1;

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(C) decreases the Employee's salary or annual bonus opportunity below the levels provided for by the terms of Sections 4.1 and 4.2 (taking into account any salary increases made from time to time in accordance with Section 4.1);

(D) materially reduces the Employee's benefits under any employee benefit plan, program, or arrangement of the Company (other than a change that affects all employees similarly situated) from the level in effect upon the Employee's commencement of participation; or

(E) commits any other material breach of this Agreement,

then such action (or inaction) by the Company, unless consented to in writing by the Employee, shall constitute a termination of the Employee's employment by the Company other than for Due Cause pursuant to Section 5.4 above. If, within thirty (30) days of learning of the action (or inaction) described herein as a basis for a constructive termination of employment, the Employee (unless he has given written consent thereto) notifies the Company in writing that he wishes to effect a constructive termination of his employment pursuant to this Section 5.5, and such action (or inaction) is not reversed or otherwise remedied by the Company within 30 days following receipt by the Company of such written notice, then effective at the end of such second 30 day period, the employment of the Employee hereunder shall be deemed to have terminated pursuant to Section 5.4 above.

5.6 Voluntary Termination by Employee

In the event the Employee terminates his employment of his own volition (other than as provided in Section 5.5 above), such termination shall constitute a voluntary termination and in such event the Employee shall be limited to the same rights and benefits as provided in connection with termination for Due Cause under the second sentence of Section 5.3 above. For the purposes hereof, a decision by the Employee to voluntarily retire shall constitute a voluntary termination.

6. Protective Agreement

Concurrently with entering into this Agreement, the Employee will enter into a Protective Agreement in favor of the Company substantially in the form attached as Exhibit A hereto (the "Protective Agreement").

7. Successors and Assigns

7.1 Assignment by the Company

This Agreement shall be binding upon and inure to the benefit of the Company or any corporation or other entity to which the Company may transfer all or substantially all its assets and business and to which the Company may assign this Agreement, in which case "Company" as used herein shall mean such corporation or other entity.

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7.2 Assignment by the Employee

The Employee may not assign this Agreement or any part thereof without the prior written consent of the Company, which consent may be withheld by the Company for any reason it deems appropriate; provided, however, nothing herein shall preclude the Employee from designating one or more beneficiaries to receive any amount that may be payable following the occurrence of his legal incompetency or his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. The term "beneficiaries", as used in this Agreement, shall mean a beneficiary or beneficiaries so designated to receive any such amount or if no beneficiary has been so designated the legal representative of the Employee (in the event of his incompetency) or the Employee's estate.

8. Arbitration

Any dispute or controversy arising out of, in connection with, or relating to this Agreement or the Employee's employment by the Company or its termination shall be settled exclusively by arbitration in Atlanta, Georgia by one arbitrator in accordance with the employment arbitration rules of the American Arbitration Association then in effect; provided, however, that this arbitration agreement shall not preclude the Company from seeking to enforce the Protective Agreement in any court of competent jurisdiction without resort to arbitration. The arbitrator's award may include the manner in which fees of counsel and other expenses in connection with the dispute or controversy are to be borne by the parties. The arbitrator's authority and jurisdiction is limited to interpreting and applying the express provisions of this Agreement and the arbitrator shall not have the authority to alter or add to the provisions of this Agreement. Judgment may be entered upon the arbitrator's award in any court of competent jurisdiction.

9. Governing Law

This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Georgia (without reference to the principles of conflicts of law).

10. Entire Agreement

This Agreement, including the Protective Agreement, contains all the understandings and representations between the parties hereto pertaining to the subject matter hereof and supersedes all undertakings and agreements, whether oral or in writing, if any there be, previously entered into by them with respect thereto.

11. Amendment or Modification; Waiver

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No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by the Employee and an officer of the Company thereunto duly authorized. Except as otherwise specifically provided in the Agreement, no waiver by any party hereto of any breach by another party hereto of any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar provision or condition at the same or any prior or subsequent time.

12. Notices

Any notice to be given hereunder shall be in writing and delivered personally or sent by certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice of hereunder in writing:

COMPANY: Concurrent Computer Corporation 4375 River Green Parkway Duluth, GA 30096
Attn: Chief Executive Officer

With a copy to:

King & Spalding
191 Peachtree Street Atlanta, GA 30303-1763 ATTN: Jack Capers

EMPLOYEE: Stephen K. Necessary 530 Dartington Way
Alpharetta, GA 30022

13. Severability

In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions or portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

14. Withholding

Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Employee or his estate or beneficiaries, shall be subject to withholding of such amounts relating to taxes as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, in whole or in part, the Company may, in its sole discretion, accept other provision for

8

payment of taxes as required by law, provided it is satisfied that all requirements of law affecting its responsibilities to withhold such taxes have been satisfied.

15. Survivorship

The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

16. References

In the event of the Employee's death or judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to his legal representatives, or, where appropriate, to his beneficiary or beneficiaries.

17. Titles

Titles to the sections in this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section.

18. Counterparts

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

CONCURRENT COMPUTER CORPORATION

By: /s/ Jack Bryant
   -------------------------
        Jack Bryant
        President and CEO

EMPLOYEE

/s/ Stephen K. Necessary
----------------------------
    Stephen K. Necessary

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Exhibit 10.12

Exhibit A

PROTECTIVE AGREEMENT

I, the undersigned, in consideration of and as a condition to my employment by Concurrent Computer Corporation (the "Company), do hereby agree with the Company as follows:

1. Noncompete and Nonsolicitation of Customers or Employees. During my employment by the Company, I will devote my full time and best efforts to the business of the Company and I will not, directly or indirectly, alone or as a partner, officer, director, employee or holder of more than 5% of the common stock of any other organization, engage in any business activity which competes directly or indirectly with the products or services being developed, manufactured or sold by the Company. I also agree that, following any termination of such employment, I will not, directly or indirectly, for any period in which I receive severance payments from the Company, plus one (1) year, (a) engage in or provide any services substantially similar to the services that I provided to the Company at any time during the last twelve (12) months of my employment to or on behalf of any person or entity that competes with the Company in the "real time" or "video-on-demand" businesses anywhere in the continental United States, which I acknowledge and agree is the primary geographic area in which the Company competes in these businesses and thus, by virtue of my senior executive position and responsibilities with the Company, also the primary geographic area of my employment with the Company, (b) solicit or attempt to solicit, for the purpose of competing with the Company in its "real time" or "video-on-demand" businesses, any customers or active prospects of the Company with which I had any material business contact for or on behalf of the Company at any time during the last twelve (12) months of my employment, or (c) recruit or otherwise seek to induce any employees of the Company to terminate their employment or violate any agreement with the Company.

2. Trade Secrets and Other Confidential Information. Except as may be required in the performance of my duties with the Company, or as may be required by law, I will not, whether during or after termination of my employment with the Company, reveal to any person or entity or use any of the trade secrets of the Company for as long as they remain trade secrets. I also agree to these same restrictions, during my employment with the Company and for a period of three (3) years thereafter, with respect to all other confidential information of the Company, including its technical, financial and business information, unless such confidential information becomes publicly available through no fault of mine or unless it is disclosed by the Company to third parties without similar restrictions.

Further, I agree that any and all documents, disks, databases, notes, or memoranda prepared by me or others and containing trade secrets or confidential information of the Company shall be and remain the sole and exclusive property of the Company, and that upon termination of my employment or prior request of the Company I will immediately deliver all of such documents, disks, databases, notes or memoranda, including all copies, to the Company at its main office.

3. Inventions and Copyrights. If at any time or times during my employment (or within six (6) months thereafter if based on trade secrets or confidential information within the meaning of Paragraph 2 above), I make or discover, either alone or with others, any invention, modification, development, improvement, process or secret, whether or not patented or patentable (collectively, "inventions") in the field of computer science or instrumentation, I will disclose in reasonable detail the nature of such invention to the Company in writing, and if it relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, such invention and the benefits thereof shall immediately become the sole and absolute property of the Company provided the Company notifies me in reasonable detail within ninety (90) days after receipt of my disclosure of such invention that it believes such invention relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company. I also agree to transfer such inventions

2

and benefits and rights resulting from such inventions to the Company without compensation and will communicate without cost, delay or prior publications all available information relating to the inventions to the Company. At the Company's expense I will also, whether before or after termination of my employment, sign all documents (including patent applications) and do all acts and things that the Company may deem necessary or desirable to effect the full assignment to the Company of my right and title to the inventions or necessary to defend any opposition thereto. I also agree to assign to the Company all copyrights and reproduction rights to any materials prepared by me in connection with my employment.

4. Conflicting Agreements. I represent that I have attached to this Agreement a copy of any written agreement, or a summary of any oral agreement, which presently affects my ability to comply with the terms of this Agreement, and that to the best of my knowledge my employment with the Company will not conflict with any agreement to which I am subject. I have returned all documents and materials belonging to any of my former employers. I will not disclose to the Company or induce any of the Company's employees to use trade secrets or confidential information of any of my former employers.

5. Miscellaneous.

(a) I hereby give the Company permission to use photographs of me, during my employment, with or without using my name, for any reasonable business purposes the Company deems necessary or desirable.

(b) The Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance and other equitable relief as may be appropriate to prevent the violation of my obligations hereunder.

(c) I understand that this Agreement does not create an obligation on the Company or any other person to continue my employment for any period of time.

(d) This Agreement shall be construed in accordance with the laws of the State of Georgia. I agree that each provision of this Agreement shall be treated as a separate and independent clause, and the unenforceability of any clause shall in no way impair the

3

enforceability of any of the other clauses. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be extensively broad as to scope, activity, time, geographical area or subject so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them so as to be enforceable to the maximum extent compatible with applicable law as it shall then appear.

(e) My obligations under this Agreement shall survive the termination of my employment regardless of the manner of such termination for the time periods set forth in this Agreement, and shall be binding upon my heirs, executors and administrators.

(f) The term "Company" as used in this Agreement includes Concurrent Computer Corporation and any of its subdivisions or affiliates. The Company shall have the right to assign this Agreement to its successors and assigns.
(g) The foregoing is the entire agreement between the Company and me with regard to its subject matter, and may not be amended or supplemented except by a written instrument signed by both the Company and me. The section headings are inserted for convenience only, and are not intended to affect the meaning of this Agreement.

/s/ Stephen K. Necessary
---------------------------
    Stephen K. Necessary

4

Exhibit 10.13

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, made and entered into as of the 27th day of June, 1996 by and between CONCURRENT COMPUTER CORPORATION, a Delaware corporation ("Concurrent" or the "Company"), and Robert T. Menzel (the "Employee").

W I T N E S S E T H :

WHEREAS, the Company desires to employ the Employee and the Employee desires to accept such employment with the Company;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

1. Employment

The Company hereby employs the Employee and the Employee hereby accepts employment with the Company for the term set forth in Section 2 below, in the position and with the duties and responsibilities set forth in Section 3 below, and upon other terms and conditions hereinafter stated.

2. Term

The term of employment hereunder shall commence on the date hereof and shall continue until otherwise terminated by either party at any time in accordance with the terms hereof.

3. Position; Duties; Responsibilities

3.1 It is intended that at all times during the term of employment hereunder, the Employee shall serve in such senior executive position as Vice President as shall be assigned to the Employee by the Chief Executive Officer of the Company (the "Chief Executive Officer") or by the Company's Board of Directors (the "Board of Directors") from time to time. The Employee agrees to perform such senior executive and managerial services customary to such position as are necessary to the operations of the Company and as may be assigned to him from time to time by the Chief Executive Officer or the Board of Directors.

3.2 Throughout the term of employment hereunder, the Employee shall devote his full time and undivided attention during normal business hours to the business and affairs of the Company, as appropriate to his responsibilities and duties hereunder, except for reasonable vacations and illness or other disability, but nothing in the Agreement shall preclude the Employee from devoting reasonable periods required for serving as a director or member of any advisory committee of not more than two (at any time) organizations involving no conflict of interest with the interests of the Company (subject to approval by the Board of Directors, which approval shall not be unreasonably withheld), from engaging in charitable and community activities, and from managing his personal investments, provided such activities do not materially interfere with the performance of his duties and responsibilities under the Agreement.


4. Compensation

4.1 Salary

For services rendered by the Employee during the term of employment hereunder, the Employee shall be paid a salary, payable in equal biweekly installments (or, if different, payable in accordance with the then existing applicable payroll policy of the Company, but in no event less frequently than equal monthly installments) at an annualized rate of no less than $135,000, such salary to be reviewed for increase annually with such increases as shall be awarded in the discretion of the Board of Directors taking into account such factors as corporate and individual performance and general business conditions, including changes in the Miami-Fort Lauderdale metropolitan area cost of living index.

4.2 Annual bonus

During the term of employment hereunder, the Employee will be provided an annual bonus opportunity in a target amount not less than 45% of the then current salary, the actual amount to be paid depending upon the degree of achievement of various objectives. The objectives for each year and other terms and conditions of the bonus opportunity shall be established by the Board of Directors or a committee thereof and shall be reasonably consistent with the business plan of the Company for such year established in advance.

4.3 Employee Benefit Plans

During the term of employment hereunder, the Employee will be eligible to participate in all employee benefit programs of the Company now or hereafter made available to senior executives, in accordance with the provisions thereof as in effect from time to time; for example, to the extent made available to senior executives of the Company from time to time, any incentive compensation plan, profit sharing and savings or other retirement plans, stock option and purchase plans, group life insurance, hospitalization, medical and dental coverage, disability plans, annual physical examination, car phone, holidays and accrued vacations. In any event, the Employee shall be entitled to vacation days at the rate of four weeks per year or such greater amount as may be provided by Company policies in effect from time to time.

4.4 Stock and Stock Options

On June 27, 1996 the Board of Directors granted to the Employee a stock option to purchase an aggregate of 320,000 shares with an exercise price equal to $2.10, pursuant to resolutions duly adopted. The employee was also granted an additional stock option to purchase an aggregate of 80,000 shares with an exercise price equal to $2.10 pursuant to resolutions duly adopted and the terms of the Long-Term Incentive Compensation Plan for the 3-year cycle ending June 30, 1999.

4.5 Business Expense Reimbursements

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During the term of employment hereunder, the Employee will be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him (in accordance with the policies and procedures established by the Company for its senior level executives), in connection with his performing services hereunder.

5. Consequences of Termination of Employment

5.1 Death

In the event of the death of the Employee during the term of employment hereunder, the estate or other legal representatives of the Employee shall be entitled to continuation of the salary provided for in Section 4.1 for a period of 12 months from the date of the Employee's death, at the rate in effect at such date. Other rights and benefits under employee benefit plans and programs of the Company, generally, will be determined in accordance with the terms and provisions of such plans and programs.

5.2 Continuing Disability

Notwithstanding anything in this Agreement to the contrary, the Company is hereby given the option to terminate the Employee's employment in the event of the Employee's Continuing Disability. Such option shall be exercised by the Company by giving notice to the employee by certified mail of the Company's intention to terminate his employment due to Continuing Disability not earlier than 15 days from the receipt of such notice.

In the event of the termination of the Employee's employment due to Continuing Disability, the Employee shall be entitled to compensation in accordance with the terms of all disability plan(s) made available to the Employee in which he is a participant at the time of such termination, if any; provided, however, that for a period of 12 months from such date of termination, the Employee shall receive an amount at least equal to the salary provided for in Section 4.1 above, at the rate in effect at the time of such termination, to the extent not provided under any such disability plan.

For purposes hereof, Continuing Disability shall mean the inability to perform the normal activities and functions connected with the Employee's duties hereunder, which inability shall have existed for a period of 250 days, even though not consecutive, in any 24 month period. In the event the Employee does not agree with the Company that his inability may reasonably be expected to exist for such period, the opinion of a qualified medical doctor selected by the Employee and reasonably satisfactory to the Company shall be determinative.

If, following a termination of employment hereunder due to Continuing Disability, the Employee becomes otherwise employed (whether as an employee, consultant or otherwise, but not solely as a member of a board of directors), any salary or other benefits earned by him from such employment shall be offset against comparable amounts of disability compensation due hereunder.

5.3 Termination by the Company for Due Cause

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Nothing herein shall prevent the Company from terminating the employment of the employee for Due Cause. The Employee shall continue to receive salary and bonus payments provided for herein only through the period ending with the date of such termination and any rights and benefits he may have under employee benefit plans and programs of the Company, generally, shall be determined in accordance with the terms of such plans and programs. The term "Due Cause", as used herein, shall mean that (a) the Employee has committed a willful serious act, such as embezzlement, against the Company intended to enrich himself at the expense of the Company or has been convicted of a felony involving moral turpitude or (b) the Employee has (i) willfully and grossly neglected his duties hereunder or (ii) intentionally failed to observe specific directives or policies of the Board of Directors, which directives or policies were consistent with his positions, duties and responsibilities hereunder, and which failure had, or continuing failure will have, a material adverse effect on the Company. Prior to any such termination, the Employee shall be given written notice by the Board of Directors that the Company intends to terminate his employment for Due Cause under this Section 5.3, which written notice shall specify the particular acts or omissions on the basis of which the Company intends to so terminate the Employee's employment, and the Employee (with his counsel, if he so chooses) shall be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the Board of Directors to discuss such acts or omissions and given reasonable time to remedy the situation. In the event of such termination, the Employee shall be promptly furnished written specification of the basis therefor in reasonable detail.

5.4 Termination by the Company other than for Due Cause

The foregoing notwithstanding, the Company may terminate the Employee's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on disability as provided in Section 5.2, above, or on Due Cause as provided in Section 5.3 above, or the Employee's voluntary retirement, the Employee will be entitled to receive Severance Compensation (as defined below) for a period of 12 months from the date of such termination.

For purposes of the foregoing, Severance Compensation shall consist of cash compensation, payable in equal biweekly installments (or, if different, payable in accordance with the then existing applicable payroll policy of the Company, but in no event less frequently than equal monthly installments), at an annualized rate equal to (i) the Employee's salary at the annual rate in effect, pursuant to Section 4.1 above, immediately prior to such termination plus (ii) an amount equal to the then most recent annual bonus payable or paid to the Employee in respect to the last bonus opportunity, pursuant to Section 4.2 above, prior to such termination (zero if, in respect of such opportunity, none of the target amount was achieved).

During the period for which Severance Compensation is paid hereunder, the Employee shall be entitled to purchase shares of the Company's common stock pursuant to offerings under an employee stock purchase plan if the offering commenced prior to such termination of employment, provided that, if such offering shall not have terminated during such period, any such purchase shall not be pursuant to such plan but, for purposes of price and other terms, shall be effected as though the offering terminated on the last day of such period.

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Although the Employee shall be under no obligation to seek subsequent employment, any compensation earned by the Employee from such employment (whether as an employee, consultant or otherwise, but not solely as a member of a board of directors) during the period for which Severance Compensation is payable hereunder shall reduce the amounts of Severance Compensation due hereunder by $1 for every $2 in subsequent employment compensation.

During the period beginning with the Employee's termination and continuing through the period for which Severance Compensation is paid hereunder, the Company will use its best efforts to continue the Employee's existing coverage under its group life insurance, hospitalization, medical and dental plans. To the extent he is not eligible under the terms of one or more of such plans and programs, the Company will provide the Employee with the economic equivalent. For this purpose, "economic equivalent" shall mean the cost the Employee would incur if he were to provide himself with a benefit comparable to the reduced or eliminated benefit. The amount paid the Employee to provide the economic equivalent will be "grossed-up" (that is, the amount necessary to make the Employee whole after taking into account (i) the cost of the benefit and
(ii) additional income taxes, if any, incurred by the employee on amounts paid to him pursuant to this sentence).

The foregoing notwithstanding, upon a termination triggering Severance Compensation payments hereunder the Company shall be under no obligation to continue the Employee's coverage under any long term disability plan or program; and the date of such termination shall be considered a termination for purposes of participation in the Company's Retirement Savings Plan.

In addition to the foregoing, the Employee shall be entitled to
(i) one "annual" executive physical during the Severance Compensation period in accordance with the normal schedule for annual physicals and (ii) payment for accrued but unused vacation through the date of such termination payable within 30 days and based on his annual base salary in effect as of such date, and the Company at its expense shall retain an outplacement organization to provide the following services to the Employee during the period for which Severance Compensation is paid hereunder: psychological and skills/preference testing and counseling; career assessment and objectives counseling; assessment/interview training; resume and cover letter preparation; network training; financial planning and counseling; the use of an office and a telephone and secretarial assistance; and such other outplacement services typical for persons in senior executive positions.

Except as specifically set forth in this Section 5.4, the Employee shall not be entitled to any other compensation or benefits, and shall not be deemed an employee of the Company for any purpose, following a termination of employment by the Company as provided in this Section 5.4.

5.5 Constructive Termination of Employment by the Company without

Due Cause

Anything herein to the contrary notwithstanding, if the Company:

(A) demotes or otherwise elects or appoints the Employee to lesser offices than set forth in Section 3.1 or fails to elect or appoint him to such positions;

5

(B) causes a material change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to the Employee's positions as described in Section 3.1;

(C) decreases the Employee's compensation below the levels provided for by the terms of Section 4 (taking into account increases made from time to time in accordance with Section 4);

(D) materially reduces the Employee's benefits under any employee benefit plan, program, or arrangement of the Company (other than a change that affects all employees similarly situated) from the level in effect upon the Employee's commencement of participation; or

(E) commits any other material breach of this Agreement; then such action (or inaction) by the Company, unless consented to in writing by the Employee, shall constitute a termination of the Employee's employment by the Company other than for Due Cause pursuant to Section 5.4 above. If, within thirty (30) days of learning of the action (or inaction) described herein as a basis for a constructive termination of employment, the Employee (unless he has given written consent thereto) advises the Company in writing that he wishes to effect a constructive termination of his employment pursuant to this Section 5.5, and such action (or inaction) is not reversed within 30 days following receipt by the Company of such written advice, then, effective at the end of such second 30 day period, the employment of the Employee hereunder shall be deemed to have terminated pursuant to Section 5.4 above.

5.6 Voluntary Termination

In the event the Employee terminates his employment of his own volition (other than as provided in Section 5.5 above), such termination shall constitute a voluntary termination and in such event the Employee shall be limited to the same rights and benefits as provided in connection with termination for Due Cause under the second sentence of Section 5.3 above. For the purposes hereof, a decision by the Employee to voluntarily retire shall constitute a voluntary termination.

6. Non-Compete and Confidential Information

The Company and the Employee will enter into a non-compete and confidentiality agreement substantially in the form attached as Exhibit A hereto.

7. Successors and Assigns

7.1 Assignment by the Company

This Agreement shall be binding upon and inure to the benefit of the Company or any corporation or other entity to which the Company may transfer all or substantially all its assets and business and to which the Company may assign this Agreement, in which case "Company" as used herein shall mean such corporation or other entity.

7.2 Assignment by the Employee

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The Employee may not assign this Agreement or any part thereof without the prior written consent of the Company, which consent may be withheld by the Company for any reason it deems appropriate; provided, however, nothing herein shall preclude the Employee from designating one or more beneficiaries to receive any amount that may be payable following the occurrence of his legal incompetency or his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. The term "beneficiaries", as used in this Agreement, shall mean a beneficiary or beneficiaries so designated to receive any such amount or if no beneficiary has been so designated the legal representative of the Employee (in the event of his incompetency) or the Employee's estate.

8. Arbitration

Any dispute or controversy under or in connection with this Agreement shall be settled exclusively by arbitration in Florida by one arbitrator in accordance with the labor arbitration rules of the American Arbitration Association then in effect. The arbitrator's award may include the manner in which fees of counsel and other expenses in connection with the dispute or controversy are to be borne. The arbitrator's authority and jurisdiction is limited to interpreting and applying the express provisions of this agreement and the arbitrator shall not have the authority to alter or add to the provisions of this agreement. Judgment may be entered upon the arbitrator's award in any court having jurisdiction.

9. Governing Law

This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Florida without reference to the principles of conflicts of law.

10. Entire Agreement

This Agreement contains all the understandings and representations between the parties hereto pertaining to the subject matter hereof and supersedes all undertakings and agreements, whether oral or in writing, if any there be, previously entered into by them with respect thereto.

11. Amendment or Modification; Waiver

No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by the Employee and an officer of the Company thereunto duly authorized. Except as otherwise specifically provided in the Agreement, no waiver by any party hereto of any breach by another party hereto of any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar provision or condition at the same or any prior or subsequent time.

12. Notices

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Any notice to be given hereunder shall be in writing and delivered personally or sent by certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice of hereunder in writing:

COMPANY: Concurrent Computer Corporation 2101 W. Cypress Creek Road Ft. Lauderdale, FL 33309 Attn: Chief Executive Officer

With a copy to:

General Counsel
Concurrent Computer Corporation 2101 W. Cypress Creek Road Ft. Lauderdale, FL 33309

EMPLOYEE: Robert T. Menzel
4964 N.W. 105 Drive Coral Springs, FL 33076

13. Severability

In the event that any provision or portion of the Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions or portions of the Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

14. Withholding

Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Employee or his estate or beneficiaries, shall be subject to withholding of such amounts relating to taxes as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, in whole or in part, the Company may, in its sole discretion, accept other provision for payment of taxes as required by law, provided it is satisfied that all requirements of law affecting its responsibilities to withhold such taxes have been satisfied.

15. Survivorship

The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

16. References

In the event of the Employee's death or judicial determination of his incompetence, reference in the Agreement to the Employee shall be deemed, where appropriate, to refer to his legal representatives, or, where appropriate, to his beneficiary or beneficiaries.

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17. Titles

Titles to the sections in this Agreement are intended solely for convenience and no provision of the Agreement is to be construed by reference to the title of any section.

18. Counterparts

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

CONCURRENT COMPUTER CORPORATION

By:   /s/ Karen G. Fink
   -----------------------------------
      Karen G. Fink
      Vice President, General Counsel and
        Secretary



      /s/ Robert T. Menzel
   ---------------------------------------
      Robert T. Menzel

9

Exhibit 10.13

Exhibit A

NON-COMPETE AND CONFIDENTIALITY AGREEMENT

I, the undersigned, in consideration of and as a condition to my employment by Concurrent Computer Corporation (the "Company), do hereby agree with the Company as follows:

1. Competition. During the period of my employment by the Company, I will devote my full time and best efforts to the business of the Company and I will not, directly or indirectly, alone or as a partner, officer, director, employee or holder of more than 5% of the common stock of any other organization, engage in any business activity which competes directly or indirectly with the products or services being developed, manufactured or sold by the Company. I also agree that, following any termination of such employment, I will not, for any periods in respect of which I receive compensation continuation payments from the Company and, if longer, but only with respect to (b) below, for a period of one year after such termination, (a) solicit or seek to obtain orders for any products or services similar to those being developed, manufactured or sold by the Company from any person or organization that is or was a customer of the Company or (b) recruit or otherwise seek to induce employees of the Company to terminate their employment or violate any agreement with the Company.

2. Confidential Information. Except as may be required in the performance of my duties with the Company, or as may be necessary to comply with any order or decree issues by a court having competent jurisdiction, I will not at any time, whether during or after termination of my employment with the Company, reveal to any person or organization any of the trade secrets or confidential information of the Company, and I will not use or attempt to use any such information in any manner that may directly or indirectly injure or cause loss to the Company. All information concerning the business of the Company, including technical, financial and business information, shall be considered confidential unless it is or becomes

publicly available through no fault of mine or unless it is disclosed by the Company to third parties without similar restrictions.

Further, I agree that any and all documents, notes, or memoranda prepared by me or others and containing trade secrets or confidential information shall be and remain the sole and exclusive property of the Company, and that upon termination of my employment I will immediately deliver all of such documents, notes or memoranda, including all copies, to the Company at its main office.

3. Inventions and Copyrights. If at any time or times during my employment (or within six months thereafter if based on confidential information within the meaning of Paragraph 2 above), I make or discover, either alone or with others, any invention, modification, development, improvement, process or secret, whether or not patented or patentable (collectively, "inventions") in the field of computer science or instrumentation, I will disclose in reasonable detail the nature of such invention to the Company in writing, and if it relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, such invention and the benefits thereof shall immediately become the sole and absolute property of the Company provided the Company notifies me in reasonable detail within 90 days after receipt of my disclosure of such invention that it believes such invention relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company. I also agree to transfer such inventions and benefits and rights resulting from such inventions to the Company without compensation and will communicate without cost, delay or prior publications all available information relating to the inventions to the Company. At the Company's expense I will also, whether before or after termination of my employment, sign all documents (including patent applications) and do all acts and things that the Company may deem necessary or desirable to effect the full assignment to the Company of my right and title to the inventions or necessary to defend any opposition thereto. I also agree to assign to the Company all copyrights and reproduction rights to any materials prepared by me in connection with my employment.

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4. Conflicting Agreements. I represent that I have attached to this Agreement a copy of any agreement which presently affects my ability to comply with the terms of this Agreement, and that to the best of my knowledge my employment with the Company will not conflict with any agreement to which I am subject. I have returned all documents and materials belonging to any of my former employers. I will not disclose to the Company or induce any of the Company's employees to use confidential information of any of my former employers.

5. Miscellaneous.

(a) I hereby give the Company permission to use photographs of me, during my employment, with or without using my name, for any purposes the Company deems necessary or desirable.

(b) The Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance and other equitable relief as may be appropriate to prevent the violation of my obligations hereunder.

(c) I understand that this Agreement does not create an obligation on the Company or any other person to continue my employment.

(d) This Agreement shall be construed in accordance with the laws of the State of Florida. I agree that each provision of this Agreement shall be treated as a separate and independent clause, and the unenforceability of any clause shall in no way impair the enforceability of any of the other clauses. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be extensively broad as to scope, activity, geographical area or subject so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them so as to be enforceable to the extent compatible with applicable law as it shall then appear.

(e) My obligations under this Agreement shall survive the termination of my employment regardless of the manner of such termination for the time periods set forth in

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paragraphs 1 and 3, above, with respect to the matters covered therein and shall be binding upon my heirs, executors and administrators.

(f) The term "Company" as used in this Agreement includes Concurrent Computer Corporation and any of its subdivisions or affiliates. The Company shall have the right to assign this Agreement to its successors and assigns.

(g) The foregoing is the entire agreement between the Company and me with regard to its subject matter, and may not be amended or supplemented except by a written instrument signed by both the Company and me. The section headings are inserted for convenience only, and are not intended to affect the meaning of this Agreement.


Robert T. Menzel

Date:

4

Exhibit 10.14

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, made and entered into as of the 1st day of March, 1999 by and between CONCURRENT COMPUTER CORPORATION, a Delaware corporation ("Concurrent" or the "Company"), and David Nicholas (the "Employee").

W I T N E S S E T H :

WHEREAS, the Company desires to employ the Employee and the Employee desires to accept such employment with the Company;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

1. Employment

The Company hereby employs the Employee and the Employee hereby accepts employment with the Company for the term set forth in Section 2 below, in the position and with the duties and responsibilities set forth in Section 3 below, and upon other terms and conditions hereinafter stated.

2. Term

The term of employment hereunder shall commence on the date hereof and shall continue until otherwise terminated by either party at any time in accordance with the terms hereof.

3. Position; Duties; Responsibilities

3.1 It is intended that at all times during the term of employment hereunder, the Employee shall serve as a Vice President. The Employee agrees to perform such senior executive and managerial services customary to such position as are necessary to the operations of the Company and as may be assigned to him from time to time by the President, Video-On-Demand Division ("President"), the Chief Executive Officer of the Company ("Chief Executive Officer") or by the Company's Board of Directors (the "Board of Directors").

3.2 Throughout the term of employment hereunder, the Employee shall devote his full time and undivided attention during normal business hours to the business and affairs of the Company, as appropriate to his responsibilities and duties hereunder, except for reasonable vacations and illness or other disability.


4. Compensation

4.1 Salary

For services rendered by the Employee during the term of employment hereunder, the Employee shall be paid a salary, payable in equal biweekly installments (or, if different, payable in accordance with the then existing applicable payroll policy of the Company, but in no event less frequently than equal monthly installments) at an annualized rate of no less than $170,000.00, such salary to be reviewed for increase annually with such increases, if any.

4.2 Annual Bonus Opportunity

During the term of employment hereunder, the Employee will be provided an annual bonus opportunity in a target amount of $70,000.00, with a maximum potential of $140,000.00 (pro-rated based on the Employee's start date). The employee will be guaranteed a cumulative bonus of $50,000.00 over fiscal years 1999 and 2000 (pro-rated in 1999 based on the employee's start date). The objectives for each year and other terms and conditions of the bonus opportunity shall be established by the Board of Directors or a committee thereof and shall be reasonably consistent with the business plan of the Division and/or Company for such year established.

4.3 Employee Benefit Plans

During the term of employment hereunder, the Employee will be eligible to participate in all employee benefit programs of the Company now or hereafter made available to senior executives, in accordance with the provisions thereof as in effect from time to time. In any event, the Employee shall be entitled to vacation days at the rate of three weeks per calendar year or such greater amount as may be provided by Company policies in effect from time to time.

4.4 Stock Options

Employee has been granted an initial option to purchase 400,000 shares of the Company's common stock. The exercise price is the fair market value of the common stock ($4.41) and the option for 107,000 shares vests after 1 year of employment, another 107,000 shares vests after the 2nd anniversary date and the remaining 186,000 shares vest on the 3rd anniversary date. The remaining terms and conditions of this grant are as provided in the Company's Stock Option Plan.

4.5 Business Expense Reimbursements

During the term of employment hereunder, the Employee will be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him (in accordance with the policies and procedures established by the Company), in connection with his performing services hereunder.

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5. Consequences of Termination of Employment

5.1 Death

In the event of the death of the Employee during the term of employment hereunder, the estate or other legal representatives of the Employee shall be entitled to continuation of the salary provided for in Section 4.1 for a period of 6 months from the date of the Employee's death, at the rate in effect at such date.

5.2 Continuing Disability

Notwithstanding anything in this Agreement to the contrary, the Company is hereby given the option to terminate the Employee's employment in the event of the Employee's Continuing Disability. Such option shall be exercised by the Company by giving notice to the employee of the Company's intention to terminate his employment due to Continuing Disability not earlier than 15 days from the receipt of such notice.

In the event of the termination of the Employee's employment due to Continuing Disability, the Employee shall be entitled to compensation in accordance with the terms of all disability plan(s) made available to the Employee in which he is a participant at the time of such termination, if any; provided, however, that for a period of 6 months from such date of termination, the Employee shall receive an amount at least equal to the salary provided for in Section 4.1 above, at the rate in effect at the time of such termination, to the extent not provided under any such disability plan. Other rights and benefits under employee benefit plans and programs of the Company, generally, will be determined in accordance with the terms and provisions of such plans and programs.

For purposes hereof, Continuing Disability shall mean the inability to perform the essential functions connected with the Employee's duties hereunder, with or without reasonable accommodation, which inability shall have existed for a period of 250 days, even though not consecutive, in any 24 month period. In the event the Employee does not agree with the Company that his inability may reasonably be expected to exist for such period, the opinion of a qualified medical doctor selected by the Employee and reasonably satisfactory to the Company shall be determinative.

If, following a termination of employment hereunder due to Continuing Disability, the Employee becomes otherwise employed (whether as an employee, consultant or otherwise, but not solely as a member of a board of directors), any salary or other benefits earned by him from such employment shall be offset against any disability compensation or salary continuation due hereunder.

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5.3 Termination by the Company for Due Cause

Nothing herein shall prevent the Company from terminating the employment of the employee for Due Cause. The Employee shall continue to receive salary and any accrued and due bonus payments provided for herein only through the period ending with the date of such termination and any other rights and benefits he may have under employee benefit plans and programs of the Company, generally, shall be determined in accordance with the terms of such plans and programs. The term "Due Cause", as used herein, shall mean that (a) the Employee has committed a willful serious act, such as embezzlement, against the Company intended to enrich himself at the expense of the Company or has been convicted of a felony involving moral turpitude or (b) the Employee has (i) willfully and grossly neglected his duties hereunder or (ii) intentionally failed to observe specific directives or policies of the Division president, Company president, or CEO, which directives or policies were consistent with his positions, duties and responsibilities hereunder, and which failure had, or continuing failure will have, a material adverse effect on the Company. Prior to any such termination, the Employee shall be given written notice by the Board of Directors that the Company intends to terminate his employment for Due Cause under this Section 5.3, which written notice shall specify the particular acts or omissions on the basis of which the Company intends to so terminate the Employee's employment, and the Employee (with his counsel, if he so chooses) shall be given the opportunity, within 15 days of his receipt of such notice, to have a meeting with the CEO to discuss such acts or omissions and given reasonable time to remedy the situation, if it is deemed by the CEO, in his good faith business judgment, to be remediable. In the event of such termination, the Employee shall be promptly furnished written specification of the basis therefor in reasonable detail.

5.4 Termination by the Company other than for Due Cause

The foregoing notwithstanding, the Company may terminate the Employee's employment for whatever reason it deems appropriate; provided, however, that in the event such termination is not based on death or disability as provided in Sections 5.1 or 5.2, above, or on Due Cause as provided in
Section 5.3 above, the Employee will be entitled to receive Severance Compensation (as defined below) for a period of 6 months from the date of such termination.

For purposes of the foregoing, Severance Compensation shall consist of salary continuation, payable in equal biweekly installments (or, if different, payable in accordance with the then existing applicable payroll policy of the Company, but in no event less frequently than equal monthly installments), at the rate in effect, pursuant to Section 4.1 above, immediately prior to such termination.

During the period beginning with the Employee's termination and continuing through the period for which Severance Compensation is paid hereunder, the Company will use its best efforts to continue the Employee's existing coverage under its group life insurance, hospitalization, medical and dental plans. To the extent he is not eligible under the terms of one or more of such plans and programs, the Company will provide the Employee with the economic equivalent for the 6 month period during which Severance Compensation is paid

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hereunder. For this purpose, "economic equivalent" shall mean the cost the Employee would incur if he were to provide himself with a benefit comparable to the reduced or eliminated benefit. The amount paid the Employee to provide the economic equivalent will be "grossed-up" (that is, the amount necessary to make the Employee whole after taking into account (i) the cost of the benefit and
(ii) additional income taxes, if any, incurred by the employee on amounts paid to him pursuant to this sentence).

The foregoing notwithstanding, upon a termination triggering Severance Compensation payments hereunder the Company shall be under no obligation to continue the Employee's coverage under any long term disability plan or program; and the date of such termination shall be considered a termination for purposes of participation in the Company's Retirement Savings Plan.

5.5 Constructive Termination of Employment by the Company without

Due Cause

Anything herein to the contrary notwithstanding, if the Company:

(A) demotes or otherwise elects or appoints the Employee to a lesser office than set forth in Section 3.1 or fails to elect or appoint him to such position;

(B) causes a material change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to the Employee's position as described in Section 3.1;

(C) decreases the Employee's salary or annual bonus opportunity below the levels provided for by the terms of Sections 4.1 and 4.2 (taking into account any salary increases made from time to time in accordance with Section 4.1);

(D) materially reduces the Employee's benefits under any employee benefit plan, program, or arrangement of the Company (other than a change that affects all employees similarly situated) from the level in effect upon the Employee's commencement of participation; or

(E) commits any other material breach of this Agreement, then such action (or inaction) by the Company, unless consented to in writing by the Employee, shall constitute a termination of the Employee's employment by the Company other than for Due Cause pursuant to Section 5.4 above. If, within thirty (30) days of learning of the action (or inaction) described herein as a basis for a constructive termination of employment, the Employee (unless he has given written consent thereto) notifies the Company in writing that he wishes to effect a constructive termination of his employment pursuant to this Section 5.5, and such action (or inaction) is not reversed or otherwise remedied by the Company within 30 days following receipt by the Company of such written notice, then, effective at the end of such second 30 day period,

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the employment of the Employee hereunder shall be deemed to have terminated pursuant to Section 5.4 above.

5.6 Voluntary Termination by Employee

In the event the Employee terminates his employment of his own volition (other than as provided in Section 5.5 above), such termination shall constitute a voluntary termination and in such event the Employee shall be limited to the same rights and benefits as provided in connection with termination for Due Cause under the second sentence of Section 5.3 above. For the purposes hereof, a decision by the Employee to voluntarily retire shall constitute a voluntary termination.

6. Protective Agreement

Concurrently with entering into this Agreement, the Employee will enter into a Protective Agreement in favor of the Company substantially in the form attached as Exhibit A hereto (the "Protective Agreement").

7. Successors and Assigns

7.1 Assignment by the Company

This Agreement shall be binding upon and inure to the benefit of the Company or any corporation or other entity to which the Company may transfer all or substantially all its assets and business and to which the Company may assign this Agreement, in which case "Company" as used herein shall mean such corporation or other entity.

7.2 Assignment by the Employee

The Employee may not assign this Agreement or any part thereof without the prior written consent of the Company, which consent may be withheld by the Company for any reason it deems appropriate; provided, however, nothing herein shall preclude the Employee from designating one or more beneficiaries to receive any amount that may be payable following the occurrence of his legal incompetency or his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. The term "beneficiaries", as used in this Agreement, shall mean a beneficiary or beneficiaries so designated to receive any such amount or if no beneficiary has been so designated the legal representative of the Employee (in the event of his incompetency) or the Employee's estate.

8. Arbitration

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Any dispute or controversy arising out of, in connection with, or relating to this Agreement or the Employee's employment by the Company or its termination shall be settled exclusively by arbitration in Atlanta, Georgia by one arbitrator in accordance with the employment arbitration rules of the American Arbitration Association then in effect; provided, however, that this arbitration agreement shall not preclude the Company from seeking to enforce the Protective Agreement in any court of competent jurisdiction without resort to arbitration. The arbitrator's award may include the manner in which fees of counsel and other expenses in connection with the dispute or controversy are to be borne by the parties. The arbitrator's authority and jurisdiction is limited to interpreting and applying the express provisions of this Agreement and the arbitrator shall not have the authority to alter or add to the provisions of this Agreement. Judgment may be entered upon the arbitrator's award in any court of competent jurisdiction.

9. Governing Law

This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Georgia without reference to the principles of conflicts of law.

10. Entire Agreement

This Agreement, including the Protective Agreement, contains all the understandings and representations between the parties hereto pertaining to the subject matter hereof and supersedes all undertakings and agreements, whether oral or in writing, if any there be, previously entered into by them with respect thereto.

11. Amendment or Modification; Waiver

No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by the Employee and an officer of the Company thereunto duly authorized. Except as otherwise specifically provided in the Agreement, no waiver by any party hereto of any breach by another party hereto of any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar provision or condition at the same or any prior or subsequent time.

12. Notices

Any notice to be given hereunder shall be in writing and delivered personally or sent by certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice of hereunder in writing:

COMPANY: Concurrent Computer Corporation 4375 River Green Parkway

7

Duluth, GA 30096
Attn: Chief Executive Officer

With a copy to:

King & Spalding
191 Peachtree Street Atlanta, GA 30303-1763 ATTN: Jack Capers

EMPLOYEE: David Nicholas
3100 River Exchange Drive Apt. 828 Norcross, GA 30092

13. Severability

In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions or portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

14. Withholding

Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Employee or his estate or beneficiaries, shall be subject to withholding of such amounts relating to taxes as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, in whole or in part, the Company may, in its sole discretion, accept other provision for payment of taxes as required by law, provided it is satisfied that all requirements of law affecting its responsibilities to withhold such taxes have been satisfied.

15. Survivorship

The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

16. References

In the event of the Employee's death or judicial determination of his incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to his legal representatives, or, where appropriate, to his beneficiary or beneficiaries.

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17. Titles

Titles to the sections in this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section.

18. Counterparts

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

CONCURRENT COMPUTER CORPORATION

By:  /s/ Steven Norton
   -----------------------------
         Steven Norton
         CFO

EMPLOYEE

/s/ David Nicholas
--------------------------------
    David Nicholas

9

Exhibit 10.14

Exhibit A

PROTECTIVE AGREEMENT

I, the undersigned, in consideration of and as a condition to my employment by Concurrent Computer Corporation (the "Company), do hereby agree with the Company as follows:

1. Noncompete and Nonsolicitation of Customers or Employees. During my employment by the Company, I will devote my full time and best efforts to the business of the Company and I will not, directly or indirectly, alone or as a partner, officer, director, employee or holder of more than 5% of the common stock of any other organization, engage in any business activity which competes directly or indirectly with the products or services being developed, manufactured or sold by the Company. I also agree that, following any termination of such employment, I will not, directly or indirectly, for any period in which I receive severance payments from the Company, plus one (1) year, (a) engage in or provide any services substantially similar to the services that I provided to the Company at any time during the last twelve (12) months of my employment to or on behalf of any person or entity that competes with the Company in the "video-on-demand" business anywhere in the United States, which I acknowledge and agree is the primary geographic area in which the Company competes in this business, or (b) recruit or otherwise seek to induce any employees of the Company to terminate their employment or violate any agreement with the Company.

2. Trade Secrets and Other Confidential Information. Except as may be required in the performance of my duties with the Company, or as may be required by law, I will not, whether during or after termination of my employment with the Company, reveal to any person or entity or use any of the trade secrets of the Company for as long as they remain trade secrets. I also agree to these same restrictions, during my employment with the Company and for a period of three (3) years thereafter, with respect to all other confidential information of the Company, including its technical, financial and business information, unless such confidential information

becomes publicly available through no fault of mine or unless it is disclosed by the Company to third parties without similar restrictions.

Further, I agree that any and all documents, disks, databases, notes, or memoranda prepared by me or others and containing trade secrets or confidential information of the Company shall be and remain the sole and exclusive property of the Company, and that upon termination of my employment or prior request of the Company I will immediately deliver all of such documents, disks, databases, notes or memoranda, including all copies, to the Company at its main office.

3. Inventions and Copyrights. If at any time or times during my employment (or within six (6) months thereafter if based on trade secrets or confidential information within the meaning of Paragraph 2 above), I make or discover, either alone or with others, any invention, modification, development, improvement, process or secret, whether or not patented or patentable (collectively, "inventions") in the field of computer science or instrumentation, I will disclose in reasonable detail the nature of such invention to the Company in writing, and if it relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, such invention and the benefits thereof shall immediately become the sole and absolute property of the Company provided the Company notifies me in reasonable detail within ninety (90) days after receipt of my disclosure of such invention that it believes such invention relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company. I also agree to transfer such inventions and benefits and rights resulting from such inventions to the Company without compensation and will communicate without cost, delay or prior publications all available information relating to the inventions to the Company. At the Company's expense I will also, whether before or after termination of my employment, sign all documents (including patent applications) and do all acts and things that the Company may deem necessary or desirable to effect the full assignment to the Company of my right and title to the inventions or necessary to defend any opposition thereto. I

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also agree to assign to the Company all copyrights and reproduction rights to any materials prepared by me in connection with my employment.

4. Conflicting Agreements. I represent that I have attached to this Agreement a copy of any written agreement, or a summary of any oral agreement, which presently affects my ability to comply with the terms of this Agreement, and that to the best of my knowledge my employment with the Company will not conflict with any agreement to which I am subject. I have returned all documents and materials belonging to any of my former employers. I will not disclose to the Company or induce any of the Company's employees to use trade secrets or confidential information of any of my former employers.

5. Miscellaneous.

(a) I hereby give the Company permission to use photographs of me, during my employment, with or without using my name, for any purposes the Company deems necessary or desirable.

(b) The Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance and other equitable relief as may be appropriate to prevent the violation of my obligations hereunder.

(c) I understand that this Agreement does not create an obligation on the Company or any other person to continue my employment for any period of time.

(d) This Agreement shall be construed in accordance with the laws of the State of Pennsylvania, where I expect to be primarily employed by the Company. I agree that each provision of this Agreement shall be treated as a separate and independent clause, and the unenforceability of any clause shall in no way impair the enforceability of any of the other clauses. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be extensively broad as to scope, activity, time, geographical area or subject so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them so as to be enforceable to the maximum extent compatible with applicable law as it shall then appear.

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(e) My obligations under this Agreement shall survive the termination of my employment regardless of the manner of such termination for the time periods set forth in this Agreement, and shall be binding upon my heirs, executors and administrators.

(f) The term "Company" as used in this Agreement includes Concurrent Computer Corporation and any of its subdivisions or affiliates. The Company shall have the right to assign this Agreement to its successors and assigns.

(g) The foregoing is the entire agreement between the Company and me with regard to its subject matter, and may not be amended or supplemented except by a written instrument signed by both the Company and me. The section headings are inserted for convenience only, and are not intended to affect the meaning of this Agreement.

/s/ David Nicholas
-------------------------
    David Nicholas


Date:
     --------------------

4

Exhibit 10.20

Concurrent Computer Corporation 4375 River Green Parkway Duluth, Georgia 30096 (678) 258-4000

October 22, 2001

Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
Attention: General Counsel

Dear Sir:

Reference is hereby made to the Registration Rights Agreement between Concurrent Computer Corporation (the "Company") and Comcast Concurrent Holdings, Inc. ("Comcast"), dated March 29, 2001 (the "Registration Rights Agreement"), and the Company's Registration Statement on Form S-3 expected to be filed with the Securities and Exchange Commission on or about October 22, 2001 (the "Shelf Registration Statement") that includes therein the registration of 54,431 shares to be offered and sold by Comcast (the "Comcast Shares"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement.

In consideration of the agreements of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereby agree as follows:

1. Sales Blackout Periods. Notwithstanding Section 5(c) of the Registration Rights Agreement, the Company may commence a Sales Blackout Period immediately after the end of a Sales Blackout Period with respect to the Comcast Shares to be offered and sold by Comcast under the Shelf Registration Statement. This provision shall be in effect for so long as any Comcast Shares are registered under the Shelf Registration Statement. Except as otherwise provided herein, all terms and conditions of the Registration Rights Agreement, including
Section 5(c) with respect to the limitation on Sales Blackout Periods, shall remain in full force and effect.

2. Counterparts. This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

3. Governing Law. This letter agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware as applied to contracts entered into solely between residents of, and to be performed entirely within, such state, and without reference to principles of conflicts of laws or choice of laws.

If the foregoing accurately reflects our understanding, please sign below to evidence your acceptance and agreement with the foregoing and return one copy of this letter to the undersigned, whereupon it shall become a binding agreement.

Very truly yours,

/s/ Steven R. Norton
---------------------------------
Steven R. Norton
Executive Vice President and
Chief Financial Officer,
Concurrent Computer Corporation

Agreed and accepted as of the
date first above written:

COMCAST CONCURRENT HOLDINGS, INC.

By:  /s/  Abram  E.  Patlove
     ------------------------------
Name:   Abram E. Patlove
Title:  President


Exhibit 21.1

Subsidiaries Of The Registrant

Each of the below listed subsidiaries is 100% directly or indirectly owned by Concurrent Computer Corporation and all are included in the consolidated financial statements.

NAME OF SUBSIDIARY                                     STATE OR OTHER JURISDICTION OF
------------------                                     INCORPORATION/ORGANIZATION
                                                       ------------------------------

Concurrent Computer Asia Corp Delaware                 Delaware
Concurrent Computer Belgium B.V./S.A.                  Belgium
Concurrent Computer Canada, Inc.                       Canada
Concurrent Computer Corp. (France)                     Delaware
Concurrent Computer Corp. Pty. Ltd.                    Australia
Concurrent Computer Corporation, Ltd.                  United Kingdom
Concurrent Computer Far East Pte. Ltd.                 Singapore
Concurrent Computer France S.A.                        France
Concurrent Computer GmbH                               Germany
Concurrent Computer Hispania, S.A.                     Spain
Concurrent Computer Holding Co. Ltd.                   United Kingdom
Concurrent Computer Hong Kong Limited                  Hong Kong
Concurrent Computer New Zealand                        New Zealand
Concurrent Holding Corporation                         Delaware
Concurrent Nippon Corporation                          Japan
Concurrent Securities Corp.                            Massachusetts
Harris Computer Systems Corporation Technology, Inc.   Florida


Exhibit 23.1

Independent Auditors' Consent

We consent to the incorporation by reference in Registration Statement Nos. 333-32116, 333-46857, 33-54605, 33-54698 and 333-82686 of Concurrent Computer Corporation on Form S-8 and Registration Statement Nos. 333-72012, 333-05169, 33-72548 and 333-61172 of Concurrent Computer Corporation on Form S-3 of our report dated August 2, 2002 appearing in the Concurrent Computer Corporation current report on Form 10-K for the year ended June 30, 2002.

                            /s/ DELOITTE & TOUCHE LLP


Atlanta, Georgia
September 25, 2002


Exhibit 99.1

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Annual Report on Form 10-K of Concurrent Computer Corporation (the "Corporation") for the fiscal year ended June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, the President and Chief Executive Officer of the Corporation certifies that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Corporation.

/s/ Jack A. Bryant
-------------------------------------
Jack A. Bryant
President and Chief Executive Officer
September 18, 2002


Exhibit 99.2

CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Annual Report on Form 10-K of Concurrent Computer Corporation (the "Corporation") for the fiscal year ended June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, the President and Chief Executive Officer of the Corporation certifies that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Corporation.

/s/ Steven R. Norton
-----------------------------------------
Steven R. Norton
Executive Vice President, Chief Financial
Officer and Secretary
September 18, 2002