Martha Schaefer – Investor Relations William C. Styslinger, III – Chairman of the Board & Chief Executive Officer Edward Dunbar – President, Chief Operating Officer Kevin M. Bisson – Chief Financial Officer, Senior Vice President Finance and Administration, Treasurer & Secretary Yvette Kanouff – Chief Strategy Officer Anthony William Kelly – Senior Vice President

Blair King – Avondale Partners, LLC Todd Mitchell – Kaufman Bros. [John Zoro – Bergeron Capital] Greg Mesniaeff – Needham & Company

At this time I would like to welcome everyone to the third quarter fiscal year 2010 earnings call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks there will be a question and answer session. (Operator Instructions) I would now like to turn the call over to Martha Schaefer.

SeaChange released results for the third quarter fiscal 2010 today after the market closed. We also publically distributed our prepared remarks with our earnings release and will focus on your questions on this call today. If you do not have the material please go to the investor page on our website to download both the press release and the remarks. I welcome your comments and suggestions related to this format for our earnings calls and anything else that we can do to improve our communications with you. As always, I’d like to remind you that the information we’re about to discuss today may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations but are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations. These risks are outlined in our SEC filings including our annual report on Form 10K filed April 14, 2009. Any forward-looking statements should be considered in light of those factors. Any redistribution, retransmission or rebroadcast of this presentation in any form without the express written consent of SeaChange International is prohibited. Here today with me I have Bill Styslinger, our Chairman and CEO; Ed Dunbar, our President; Kevin Bisson, our CFO; Yvette Kanouff, our Chief Strategy Officer; and joining us on the phone from the UK we have Tony Kelly, President of our On-Demand Group. Bill has a few opening comments and then we’re going to go straight to your questions. William C. Styslinger, III: To start with let me say I’m happy with our $53 million of revenue in the quarter especially considering the poor climate for the sale of systems we’re advertising. I like what I see looking forward so we’ve provided you a preliminary outlook of $225 to $235 million of revenue for next year. Our third quarter results were somewhat colored by the accounting for our acquisition of eventIS so we provided a non-GAAP view and we will continue to provide a non-GAAP view. eventIS was with us just 60 days in the quarter but in that time they’ve continued to pace winning of new European accounts such as UPC Netherlands and also finding prospects for other SeaChange products within their existing accounts. So, the integration of the two companies is going quite well. The SeaChange strategy is to provide video systems and services to service providers for their networks and for their clients’ homes as they provide television services to the TV, PC and local devices. We do this via three business segments: media services; software; and service and storage. Media services continues to grow rapidly so on the call with us today is Tony Kelly, President of that operation [ODG to take questions you might have about his ability to continue that growth and I assure you he has excellent prospects. Yvette is here as well to help you with your questions concerning the very good growth prospects we see in software and storage and servers. We are now happy to take your questions.

(Operator Instructions) Your first question comes from Blair King – Avondale Partners, LLC. Blair King – Avondale Partners, LLC: I just have a few questions, you had mentioned media services I was going to ask you about that, if you could give some progress update on Turk Telekom and OCE in Greece and any other content service contracts that you think might help drive the top line, that would be really helpful for us.

A couple of things really, it’s been a really interesting year for us. If you look at where we were probably about three years ago we were in one territory and on one platform now we’re in six territories and on 10 platforms which is indicative of how we are growing. But, to give you some idea Virgin one of our main accounts, had its record year for the use of subscription video on-demand so the rate of usage that the customers used the content is growing almost exponentially, it’s grown 700% in three years. That’s quite a mature market and we’ve just recently launched OTE which is a Greek national telco with an IPTV service and the early trends on that service are exactly the same as what we see in some of our other markets so we’re very encouraged by what that can mean. Interesting for us, unlike Virgin services we own the content services on OTE so for every subscriber that signs up to the service we are in a variable revenue every time somebody signs up as opposed to Virgin where we just got a service fee for the year. Right now OTE is adding 2,000 to 3,000 subscribers every month and that is accumulating a very nice rate of growth so we’re very pleased about that one. So, that’s OTE. In addition to that, we’ve aggregated that service now in to Cyprus so all of the Greek content that we own the metadata to, we’ve been able to deliver that to PrimeTel which is one of the big cable companies in Cyprus and immediately add a substantial number of homes which came on stream in October and that will have full year benefits really for next year. So we’re very excited for that. As far as Turk Telekom is concerned, we’ve been acquiring all the content and those services are due to launch really at the beginning of the new year and that will start as a WebTV and expand in to IPTV. It will be one of those occasions where we can deliver television to customers in any environment whether they’re on their PC, whether they’re on TV and eventually whether they are on mobile so it’s really interesting. In addition to that, there is a whole host of other things that are going on for media services. In our German subsidiary we’ve just announced that we won the contract to provide video on-demand Kabel Baden-Wurttemberg which is the third largest cable company in Germany and a couple of other smaller cable systems there. I think I can tell you we’re about to announce another deal with another telco in the Middle East and also in France. So, very exciting prospects. On other services that probably have not been picked up is we will launch the first ever streamed subscription video on-demand services to Three UK which is a large 3G mobile platform here in the UK that has about 3.9 million 3G customers. That’s delivering the latest episodes of Friends, Desperate Housewives, Lost, Fringe, ER, etc. so it’s very exciting. What’s that done for us is expanded our potential customer base beyond the traditional cable companies in to telcom, mobile companies, to ISPs and actually a whole variety of areas. It’s very exciting in terms of the way video on-demand in Europe particularly is starting to take off and to in some places catch up with the performance we’re seeing in the US and even over take it. So, it’s very exciting. Blair King – Avondale Partners, LLC: On the [inaudible] is that maybe the first meaningful Mobix?

Exactly. We bought Mobix a year ago which we’ve been integrating this year and in effect there’s really two things that really come out of Mobix, one is where we deliver end-to-end content services. So, the operation that we’ve got with Three UK is the first one and what I can tell you is that some of Three UK sister companies in Europe are already in discussion with us about repeating the process in other major territories that have more 3G homes than Three UK so that’s really interesting and some of the same applies to another major mobile company in South Africa which we’re going to run out and talk to pretty soon. The second thing that we got out of the acquisition of Mobix was the Adrenalin platform which actually drives the ability where customers now can start watching a television program or a film on their mobile phone, stop it, pick it up on their laptop where they left off, stop it and pick it up and watch it on the TV set wherever they left off. It’s a real case of being able to deliver content wherever the customer goes and that Adrenalin platform we’ve been integrating in to SeaChange’s Axiom back office so actually SeaChange as a company now is probably uniquely placed to be able to deliver that sort of capability from a content services point of view in the video on-demand space wherever the customers want it. I think it would be fair to say that we’ve got a huge amount of traction. A lot of people have been very excited by the demonstrations that we’ve been doing at the various markets. I’m pretty confident that we’ll have a number of live systems demonstrating all three platforms simultaneously in the course of the next calendar year. It’s exciting, it’s taken us a while to get going but it’s now starting to get going but it’s now starting to happen. Blair King – Avondale Partners, LLC: I’ll just ask one last question and turn it over, on the gross margin side Kevin there seems to be a pretty good shift on software gross margins heading north and hardware gross margins heading south. I’m just trying to think how we think about that through 2010? Is that something unusual on this particular quarter or is that a trend that you just see kind of continuing? William C. Styslinger, III: We have a new product which is going through a transition that is really going to occur either in late Q4 or late Q1 that would really improve the margins in service. Blair King – Avondale Partners, LLC: So we should think about this as an anomaly on the low side? William C. Styslinger, III: Definitely, it’s a very temporary thing. Kevin M. Bisson: On the positive side Blair, I think as you mentioned, software margins did increase quarter-to-quarter up in to the 63% range and I think as we bring in eventIS and that becomes a bigger piece of our software revenue those margins are accretive and we should expect some increase margins from the levels that we generated this quarter.

Your next question comes from Todd Mitchell – Kaufman Bros. Todd Mitchell – Kaufman Bros.: I have a question about your guidance, you’ve thrown out a $225 to $235 number for next year, is there any chance you could help us maybe with modeling of where that’s going to come from, how we should think about it, what component is coming from eventIS, what component is coming from media services? William C. Styslinger, III: For us it’s a huge step forward to provide you any guidance whatsoever so we thought we were doing pretty good for you there. There are obviously underpinnings to that that are in all those categories but I think we’ve got to kick that around before we start providing more detailed guidance. Todd Mitchell – Kaufman Bros.: Could we get some idea on with the acquisition of eventIS, part of it was going to be one plus one is equal to more than two here because of the sell through on the hardware side, can you give us any sort of quantification on the sort of lift you’ve seen in that business because of the acquisition? William C. Styslinger, III: In our numbers so far we haven’t in that number provide any result of that lift. We expect to see stuff and there’s plenty of activity but we’ve taken a pretty simple look at next year. Kevin M. Bisson: I think one thing that you should think about Todd is that our numbers for next year do not assume any significant change in the advertising and broadcast markets so obviously to the extent those two businesses has any uplift from what we’ve seen in fiscal 2010 that would be a positive change to what we have shown. I think on the eventIS side obviously there is an expectation of a pickup clearly just because we’ll have a full year’s worth of their revenue next year versus this year. However, it’s safe to assume that less than half the increase is just from eventIS so the base business is showing some growth. Todd Mitchell – Kaufman Bros.: Is there any way you can give us some help with how it will happen geographically? Kevin M. Bisson: I think obviously eventIS is going to be a big piece of that. I think following up on Tony Kelly’s remarks, we’re expecting some above average increases in media services revenue based on the fact that Tony and his team have been successful in bringing on additional contracts now only this year but based again on his expectations for future contracts for the base OGD business as well as additional revenue associated with Mobix. Clearly, above average growth is going to be coming from overseas namely from media services and from a full year’s worth of eventIS. Todd Mitchell – Kaufman Bros.: Then in terms of giving some idea about operating leverage from a higher revenue level, is there going to be enough operating leverage in the incremental revenues to offset some of the non-cash D&A from the acquisition? Kevin M. Bisson: I think clearly the margins as I mentioned before for eventIS are accretive to what we have and frankly their on the high end on the software side relative to our other software products. You’re right, we do have from a GAAP basis additional expenses related to the purchase accounting associated with the eventIS acquisition. Again, recognize the fact that with the incremental revenue for media services those margins because it’s a services business are less than our average and obviously have to be taken in to account. On an overall basis, we do expect that margins at this stage will be equal to if not better than they are this year. Todd Mitchell – Kaufman Bros.: On the other side, in terms of can we talk briefly about the TiVo deal with Virgin, I’m assuming you’ve got a grace period there for your Middleware product but it seems ultimately they’re going to be displacing you guys. What kind of hit are we going to see because of that? William C. Styslinger, III: I’ll let Yvette take this question but in the next few years there’s not going to be a hit because TiVo doesn’t go back to their install base so we’re going to have set-top box this year and the ones that are installed and hopefully - Yvette?

I think the specifics about the TiVo deal for the next generation of the high definitions set-top boxes and so everything that we’re doing on the platform for Virgin Media today we’re continuing to do so it really is that the situation from Virgin’s perspective is they looked at really adopting the TiVo functionality in their search and their guide for their next generation HD boxes. Then, as far as doing the three screen work and a lot of the functionality for that, they’re moving forward with that with SeaChange so it’s kind of a split from what they’re doing on the client side versus what they’re doing on a three screen management side kind of getting back to some of the stuff that Tony was talking about and that we’re continuing to do with Virgin. I think at this point in time we’re working together with TiVo, we’re working together with Virgin. We’re going to move that forward, see where that goes and overall we’re pretty excited about it as far as the fact that Virgin is moving forward on so many fronts kind of leading there, looking at advanced search, looking at the next generation of three screen services, looking at advanced advertising. I think there’s a whole bunch of stuff going on there but very specific to the Middleware front and what the TV navigator product, that for us is just very stable with the subscriber base that we have right now. Todd Mitchell – Kaufman Bros.: Just if I can maybe to Tony, philosophically if Virgin is bringing in a front end from TiVo that’s able to integrate a lot of over the top content, what does that mean to your sort of basically VOD plan for driving over the content through that mechanism? I don’t quite understand yet exactly what the offering is going to look like but is there any sort of rather than it all coming in through where you aggregate it is now TiVo aggregating some of this content and providing it as well?

Well clearly from a Virgin perspective I presume what it is from Virgin the way we see it is Virgin wants to keep people on that portal in effect. If you suddenly take over the top service from everywhere else why would anybody buy the other TV services of Virgin. So, what Virgin is trying to do is be able to provide a lot of its content on all three platforms. If you look to their recently publically announced results, they successfully used VOD and the services that we’re providing to them to increase their number of customers that take the quadruple play. In building the quadruple play that’s keeping loyalty to all the various services that they’re delivering. That trend we see continuing, it’s probably not in Virgin’s interest to allow lots of over the top services because it will just take their customers away effectively and probably reduce their margins. But, that’s our assessment of it. From our point of view over the top opportunities also exist for us, we’re not exclusive to Virgin in the UK, we’re already providing Three UK and we have rights to a whole host of content and technology that we can deliver over the top services as well if we chose to do that. I think the interesting thing from our point of view with over the top is the model is moving towards more a pay TV model rather than just free which is really encouraging for us ODG and SeaChange. We firmly believe in the hybrid model which is part pay part advertising and moving towards the real time advertising technology on Virgin along with moving the pay forward is really good for the market and good for a lot of other markets. In essence the main [inaudible] that we see from Virgin where we add the value is actually on the rotation and management and editorial input to the content services that are delivered in video on-demand and subscription video on-demand. William C. Styslinger, III: So tony, we could continue to supply the content as we are and we would also provide the technology to provide video on-demand to those three screens but in some cases the presentation would be TiVo?

Correct. Todd Mitchell – Kaufman Bros.: One last follow up on that and then I’ll stop hogging the call. You don’t see TiVo’s interface on Virgin being akin to their retail boxes in the US where they’re basically the content aggregator?

We don’t at the moment, no. Todd Mitchell – Kaufman Bros.: It’s more of a UI?

It’s more of a UI, it’s more flexible, more usable that allows Virgin to compete with the likes of [Sky] and Virgin has been quite successfully in delivering power and choice. Their message effected power and broadband power and choice in terms of the ease of use of using that power to get what you want and effectively that’s what they’re doing. They still want to retain the customer.

Your next question comes from [John Zoro – Bergeron Capital]. [John Zoro – Bergeron Capital]: I have a couple of questions for you, one is maybe you guys can talk a little bit about you don’t have anything built in towards the ad pick up for next year in the numbers for next year? William C. Styslinger, III: I think it’s chancy to build in pickup in ads. I personally think that’s chancy. [John Zoro – Bergeron Capital]: But can you just talk about that a little bit? Is that just because the economy is lousy and that market is just not going to grow that much anyway so when it comes back it’s just going to take longer? Kevin M. Bisson: I think the tough one to call is when it will come back and how strong it will come back. There are a lot of forces at work there, it’s just too difficult to call. [John Zoro – Bergeron Capital]: I’m assuming it’s sort of flattening out it’s just not picking up? Kevin M. Bisson: I would say it’s hard for it to get any worse John. Are you looking to see do we have a downside there and I would say there’s very little downside to it. [John Zoro – Bergeron Capital]: Then I have a question that I asked the other day and this is just an easier way to ask it. On this whole thing that Comcast is rolling out that they’re trying to get out in December, the online on-demand? William C. Styslinger, III: You want us to comment on that? [John Zoro – Bergeron Capital]: Yes because it’s interesting, I talked to a bunch of people and no one is really sure whether you guys are going to get paid on this so can you talk about that? William C. Styslinger, III: Let’s start with sort of context with TV everywhere with Tony Kelly and then maybe I can pick it up.

As I said earlier the TV anywhere right now is what we’re seeing from the consumer demand. Customers don’t always want to watch the TV content on their big TV. Sure, a lot of them do for big feature films but some of the television content and those other things they might want to watch it on their laptop upstairs or even watch it on their mobile phone while they’re commuting to the office for those that have to commute or with their kids in the back of their car. So the challenge for a lot of the big cable companies is how do they provide that need to the customer given that if they don’t others will. Effectively that’s what’s happening right now, it’s what we’re seeing across the whole range, not just Comcast, pretty much across the board. The cable companies want to deliver services in some ways, what they would like to be able to do is deliver the same content that is available on your TV set in any way forward. As I explained earlier on the call the reason why we bought Mobix is because it has this Adrenalin platform which enables us to register which customer has a set-top box, has a mobile phone and has a laptop. We can bookmark the content, whatever they’re watching and make it available to any of the three screens whenever they choose to interact with it. That’s what we’re pressing on with really as a group right now. One, in terms of the platform and also with the content owners. [John Zoro – Bergeron Capital]: Both in Europe as well as in the US?

Probably even more in Europe. The competition from the likes of the mobile companies is much greater. You’ll know from your statistics if you put a set-top box out there is expensive but if you use the mobile devices which are being sold in the millions on 3G networks across Europe, they’re in place and the PCs are in place and the speed of the broadband networks are getting faster to be able to deliver broadband mobile is becoming an attractive position. If you looked at most of the mobile companies in Europe, if you sign up to a broadband mobile dongle, they’ll give you the PC free. [John Zoro – Bergeron Capital]: When I talked to TiVo about this deal with Virgin they basically said to me that we’d love it if they would roll out the boxes to everyone, to the 3.7 million people when we finally get the box fixed at the end of 2010 but it’s not going to happen because they’re too expensive.

That’s back to the call earlier that say what’s the impact of the TiVo decision on SeaChange? Well actually, the legacy boxes are 3.7 million they’re going to be there for quite a long time. [John Zoro – Bergeron Capital]: This on-demand thing that’s coming from Comcast, it’s in December?

Yvette is probably the best person to talk about what Comcast is specifically doing. What I’m giving you is the perspective of what’s happening elsewhere. We’re actively involved in delivering the content services because for us as a media services company we want to deliver it to as many customers as fast as possible. When we buy the rights of Hollywood we take a risk on the upfront fee so the more homes we get it to the more revenue we get in, the lower our risk and as you can imagine our semi fixed costs gets spread over more revenues which means our margins improve. So for us the potential for media services is great news and aggregators and also content owners like the Hollywood studios want to do it with people they trust can deliver it to all these places. One thing we didn’t mention on the call is in the course of the last year we built our own content processing factory which has made us more scalable so we can take in the content once and convert it for a mobile format, for an Mpeg4, and Mpeg2, whatever it is you want to do we can do it for marginal cost which is making us more scalable and enables us to enter the market much faster. That coupled with what SeaChange can do from a technological point of view with Adrenalin means not only can we deliver the content but we can deliver the solutions as well. That’s the nirvana that everyone wants to get to, how can I supply the service to the customer that builds loyalty that will go with me wherever I go. I guess that is what Comcast is doing. I don’t know enough about Comcast, perhaps Yvette you can comment on that but, that’s what we’re seeing elsewhere.

So specific to Comcast they did the trial for TV everywhere earlier this year, they’re launching this month. I’ll reiterate what Bill and Tony said, I think I have it from a little bit of a different perspective, two years ago everybody was worried about over the top and over the top being free content and there’s no need for a Comcast anymore because of the fact that the content is going to be free on the Internet. I think the excitement about TV everywhere from all aspects is really great for all of us because it shows that content will be paid for regardless of where it’s offered on the set-top boxes or on the Internet. I think it’s good for Comcast, it’s good for SeaChange and it’s good for the content providers and the industry all around. [John Zoro – Bergeron Capital]: So it does help you guys?

It does because of the fact that this over the top argument is going away and everyone sees it’s just another one of the screens for paid content. Our opportunities, are similar to what they are on a set-top box or as they are on a mobile phone. We have CDN equipment, we have storage, streaming servers, software, customization specific to the TV anywhere trial and first deployment from Comcast, they’re doing that separate from their large scale network and in parallel we’re working on the long term evolution of one unified network together with them. So, given that I definitely think that it’s just a larger base for us to stream to so it’s a lot of opportunity. [John Zoro – Bergeron Capital]: One last sort of accounting thing, the cash usage and the receivables and everything you just balanced it off because they had dropped to such a low level before and you sort of balance it off with lower accounts payable? Kevin M. Bisson: That’s correct. If you recall last quarter I think our receivables dropped something in the range of $33 million which was unusually low due to the timing of cash collections. This quarter they’re higher than last quarter but they’re really back to a more normalized level so nothing that is out of the ordinary there. [John Zoro – Bergeron Capital]: So we should go back to sort of that same level of not really using the cash for much of anything except day-to-day operations? Kevin M. Bisson: That’s the plan as of now.

Your next question comes from Greg Mesniaeff – Needham & Company. Greg Mesniaeff – Needham & Company: I have a fairly straightforward question Bill, just looking at your VOD server revenues, what percentage of your install base in the US right now has already in your opinion been already refreshed with the Axiom platform? Looking at some of your older install based? William C. Styslinger, III: Reading your question from the way you first phrased it, it was about servers although you mentioned Axiom so I think your question is can we get more business from our server base by refreshing the servers? Greg Mesniaeff – Needham & Company: Yes and actually the second part was what percentage in the quarter of your VOD service revenues were new installs versus refresh? William C. Styslinger, III: I wouldn’t know the answer to that question but I would say that the large share, to what degree of the large share I don’t know, but it’s a large share is coming from our install base, from enhancing our install base either by improving the density or by expanding the streams. Greg Mesniaeff – Needham & Company: So what you’re saying is in some cases it’s not a replacement it’s really an augmentation? William C. Styslinger, III: In some cases it’s augmentation, for instance Verizon. In some cases it’s an improvement in the operation and to basically answer your question, we see that continuing. There’s need to expand streams here and there, there’s new accounts, there’s older machines out there and there’s a new wave of new generation of machines that are CDN like. Then, there’s hopefully the merging of the Internet and the specialized video streaming. Good prospects, we have a good position, a very strong position, in fact the most desirable position right on the edge of the network for high performance streaming systems and at the same time a [inaudible] of new products. Greg Mesniaeff – Needham & Company: So it’s far to say that when you look at your installed base and the current sales that you’re seeing with the USMSOs a lot of the sales are to the install base whether it’s a replacement, or enhancement or one form or another of an upgrade? William C. Styslinger, III: Yes, and you expect that because outside our install base there isn’t huge volumes of streaming. There’s a lot of accounts doing relatively small amounts of streaming.

There are no further questions at this time. William C. Styslinger, III: Thank you for joining us this evening. Before you go let me point out that we continue to focus on recurring revenue and this quarter that revenue was over $31 million, getting very close to 60% of our total revenue which pleases me to no end. We had a good quarter, next quarter appears to be good as well and I look forward to speaking to you about those results on the next call. Thanks again and have a good evening.

This does conclude today’s conference call. You may now disconnect your line.