Document is copied.
Filed by First Virtual Communications, Inc. pursuant to Rule 425 under the
Securities Act of 1933.

Subject Company: CUseeMe Networks, Inc. Commission File No.: 000-21415

OPERATOR: Good evening, Ladies and Gentlemen, welcome to conference call. At
this time, all participants are in a "listen only" mode. Later, we will conduct
a question/answer session and instructions will follow at that time. If anyone
should require assistance throughout the conference, please press "*" then "0"
on your touchtone telephone. If anyone should disconnect and would like to
rejoin the conference, please dial 1-800-982-3472, and as a reminder this
conference call is being recorded. I would now like to introduce your host for
today's conference, Mr. Hoyne of the Financial Relations Board. Mr. Hoyne, you
may begin your conference.

JAMES HOYNE: Good afternoon, and thank you for participating in today's first
quarter earnings conference call with management of First Virtual
Communications. By now you should all have received a copy of today's press
release. If you have not, please call my office at 415-986-1591 and we will fax
a copy to you right away. During the course of this conference call, management
may make projections or other forward-looking statements regarding the future
events or financial performance of the company. We want to caution you that such
statements are just predictions and actual events or results may differ
materially. Please refer to documents, which the company files from time to
time, with the Securities and Exchange Commission. These contain and identify
important factors that could potentially cause the actual results to differ
materially from those contained in the projections or forward-looking
statements. With us today from management is Ralph Ungermann, Chairman and





Chief Executive Officer; Randy Acres, Executive Vice President and Chief
Financial Officer; Ruth Cox, Chief Marketing Officer; and Jim Griffen, Executive
Vice President of Product Operations. At this point, I'd like to turn the call
over to Randy Acres. Randy, please go ahead.

RANDY ACRES (RA): Thanks, James. Good afternoon, this call will review First
Virtual Communications' operating results for the quarter ending March 31, 2001.
I will comment on some of the financial aspects of our results that were
described in our earnings release. Then Ralph Ungermann, our Chairman and CEO,
will comment on our focus for the future. Ruth Cox will discuss the status of
our marketing activities and Jim Griffen will provide input on operational
activities. Ralph will then summarize, and we'll conclude by taking questions
from call participants. Revenue for the first quarter was $4.4 million, which is
$5.7 million lower than 1Q 2000. Historically, the first quarter has been the
most challenging for us. In the light of the economic slowdown, this quarter was
particularly hard. Revenue from enterprise customers was $3.4 million, compared
to $7.3 million in Q4 2000. Although we are retaining our enterprise customers,
the slow economy is causing many of them to slow their purchase decision-making
processes. This is certainly affecting our efforts in developing this customer
base. Revenue from service providers was $1 million, a significant decrease from
$2.9 million in Q4. From a product perspective, virtually all the dollar decline
occurred in our Legacy ATM products. Click to Meet revenue was 30% of total
revenue, compared to 18%





last quarter. While Ruth will comment on the state of the market in greater
detail, we are seeing that companies in our customer base are slowing their
infrastructure spending. Which, in turn, is hurting our ATM infrastructure
sales. Revenues from international customers represented 25% of total revenues,
an increase from Q4's 17%. Gross margins were 41% of Q1, which were higher than
the 36.6% margins reported in the 4th quarter of 2000. In consistent with our
margin expectations, our revenue base of $4.4 million. In the first quarter,
primarily due to the increase mix of Click to Meet, overall margins would have
been 59%, excluding one-time adjustments to cost associated with ATM inventory
utilization programs. Operating expenses increased to $10.4 million, including
approximately a $400,000 charge for reduction of workforce that was described in
today's earnings release. We incurred a spending level of less than $9 million
for the quarter, but were unable to curtail our commitments to contractors and
consultants, and various marketing and engineering programs as quickly as
anticipated. By quarter end, however, we do believe that the necessary actions
have been taken. This was reflected in our accounts payable balance at March 31.
This balance declined by almost $1 million from year end 2000. Other income last
quarter consisted of interest income in the amount of $316K. The loss in Q1 was
$8.3 million, or $0.48 per share. $2.2 million higher than the $6.1 million
loss, or $0.35 per share, in Q4 2000. Cash equivalents from short-term
investments on March 31 totaled $18.4 million, a decline of $5.5 million from Q4
end. Cash declined primarily as a result of a Q4





operating loss and an increase in the inventory level. The cash burn was
partially offset by a decrease in receivables. Accounts receivable decreased by
$4.3 million from $9 million at the end of Q4, and day sales outstanding remain
steady at 89. We continue to focus on improving our receivables profile and have
made significant progress when measured against the DSO of 139 only nine months
ago. Inventory increased by $3.5 million. Primarily a result of finding
inventory levels for substantial higher revenue volume. We expect to reduce
inventories in absolute dollars in the coming quarter. While the past quarter is
also very disappointing, we do remain optimistic about our longer-term
prospects. More importantly, we are committed to doing those things in the
short-term that will position the company for improved operating performance in
the future. We are confident in our technology and we believe that the pending
merger with CUseeMe Networks will result in First Virtual Communications
becoming a stronger competitor in the rich media marketplace. I will now turn
things over to Ralph Ungermann.

RALPH UNGERMANN (RU): Thank you, Randy, and welcome everyone. Obviously Q1 was a
very big disappointment. As Randy stated, we had a very large slowdown in our
ATM infrastructure business that we attribute primarily to the rapid slowdown in
the networking infrastructure market. However, Click to Meet is the key product
that can return our company to strong profitable growth. We have increasingly
focused the company on Click to Meet opportunities. Last quarter we had several
key wins that Ruth will describe in more detail. These wins were both in the
service provider and





enterprise market segments. We also had some problems with smaller, underfunded
CLECs and ASPs, and we have focused away from this segment. Furthermore, our
Click to Meet customers have given us a clear understanding of key features that
are required for large-scale deployment. We have therefore accelerated our next
software release with focus on these critical features, and we expect to see the
results of this release in Quarter 3. As Randy said, we have significantly
reduced our expense run rate, and are continuing to aggressively pursue
additional cost cutting. Jim will report that operations has improved the
quality and availability of our products and services, however, our inventories
are too large and we're concentrating this quarter on turning them into cash.
Therefore, we are moving from a build-to-forecast process to a build-to-order
process. Finally, we are moving aggressively to quickly complete the CUseeMe
merger. We will be announcing the new organization shortly. We are focusing on
revenue and gross margin growth, as well as operational efficiencies. It is
clear that CUseeMe is great technology that will significantly enhance Click to
Meet sales. For example, rich media calls can be scheduled using Microsoft's
exchange server, in addition, our sales channel can significantly increase the
sales of their IP [full end point?] conferencing unit, their core product. They
also have a very powerful IP client for PCs that is the key to mainstream
desktop rich media deployment. At this time, I would like to turn the meeting
over to Ruth to talk about marketing.





RUTH COX (RC): Thank you, Ralph. Good afternoon, I wanted to take this
opportunity to discuss the results of our sales and marketing efforts for Q1. Q1
has historically been a slow quarter for First Virtual. Our traditional ATM
projects business is cyclical, with the government and educational institutions
our largest customers. These entities tend to do their planning in Q1 for
purchases during the rest of the year, this year is not an exception.
Additionally, we have little backlog coming from Q4, where we were able to ship
the bulk of our orders. This quarter we had the additional impact of the economy
on our ATM infrastructure business. Many deals which we expected to close in Q1
were pushed out, due to concerns about spending, during a tough quarter for most
market segments. Also, we have shifted our focus to the marketing and sales of
Click to Meet for the enterprise and service provider markets. Click to Meet is
designed to provide a common user interface and management framework for rich
media communications that can be delivered across any network infrastructure,
including IP, ATM, DSL, and the public switch telephone network. The good news
is that Click to Meet sales remains strong despite the elongated sales cycles
associated with concerns about the economy. Looking for relatively constant from
Q4 2000 to Q1 2001, with several new customers in both the service providers
space and the enterprise space. The key win for First Virtual in Q1 is EDS.
We've had tremendous success with EDS in the federal sector over the last five
years, with revenues in excess of $10 million. EDS has tremendous strength in
the integration, installation, support,





and delivery of rich media communications technologies and services. Their
choice of Click to Meet and First Virtual as their partner in the first ASP
offering to the federal government is significant. EDS has purchased and
installed a Click to Meet platform to deliver rich media communications services
to a broad range of federal customers, many of which are already customers of
EDS today. Video telephony, data collaboration, and streaming services will be
offered as part of a total solution to be packaged by EDS for distance meetings,
distance learning, human resources training, customer support, and electronic
commerce. EDS will also sell Click to Meet enterprise systems to those federal
agencies or departments that prefer to own and operate their rich media
communications infrastructure. Because EDS has the Click to Meet-based video
operations center, they will not only be able to deliver services to specific
federal customers, they will be able to create a directory of federal customers
and offer services to link disparate departments and agencies. EDS intends to
become the nexus for rich media communications in the federal government using
this strategy. First Virtual is confident that EDS can succeed with this program
because of their extensive background in systems integration and rich media
communications technologies. And because of their strong presence as a partner
and supplier to the federal government. In addition, First Virtual and EDS have
created a joint council to guide the sales and marketing activities of both
companies to better capitalize on this opportunity. The experience and level of
commitment of both parties to this endeavor increase the





probability of success beyond that which has been achieved in the past. We have
already engaged a number of potential customers for Click to Meet-based
solutions as a part of this effort. As has been discussed in past conference
calls, First Virtual generates revenue from an alliance such as this in a number
of ways. Sales of Click to Meet systems to EDS for use in their video operations
center, which will expand as the number of users grows. Our agreement with EDS
also shares revenue with First Virtual on a per point, end point per month
basis. Sales of enterprise Click to Meet systems with and through EDS. Sales of
professional services to and through EDS for the network design, integration,
and installation of Click to Meet systems and services. Click to Meet continues
to gain acceptance in the enterprise systems market, with several new customers
selecting the First Virtual solution to address their rich media communications
needs. Although we are not at liberty to disclose the names of these customers,
they are commercial accounts headquartered in both North America and Europe, and
predominantly global in nature. Several of these accounts were secured through
new powerful distribution channels, an important focus for enterprise systems
sales effort. As an example, one of these enterprise customers, a leader in the
customer relationship management software market, provides solutions to large-
and medium-sized businesses. This company generated in excess of a half-million
dollars in revenue for First Virtual, and will deploy Click to Meet to seven
sites worldwide. We are excited to be working with this leading-edge enterprise
customer such as





this, and in the deployment of our next generation rich media communications
solution. In a service provider market, we have extended our customer base in
China and Europe, both high-growth markets for rich media communications
solutions. In China, for example, we are working with China Telecom on a major,
nationwide rollout of e-learning and e-medicine applications. We are also
working with many of the provincial telephone companies to create a rich media
communications infrastructure. Q2 looks to be stronger in sales of both ATM
infrastructure projects and Click to Meet systems. Bookings for the month of
April are better than average and should provide a good foundation for reaching
this quarter's revenue objective. Going forward, we believe the merger with
CUseeMe Networks will afford us a number key opportunities. One is the rapid
expansion of our product features by the combination of Click to Meet and
CUseeMe's videoware. As a part of the merger, we are also looking at a
reorganization of sales and marketing teams, with more focused efforts on the
support of key channels and named accounts. Clearly, we will have a broader
market reach by combining the two companies efforts, especially outside North
America. I will now turn the call over to Jim Griffen, our Executive Vice
President of Product Operations.

JIM GRIFFEN (JG): Thanks, Ruth. I'm going to discuss our current progress in
engineering, manufacturing, and the customer support organizations, and I'm
going to talk about the CUseeMe merger. First of all, in engineering we're
continuing to focus on Click to Meet development. We're adding features to ease





deployment and use for ATM and IP environments. Our objective here is simple,
it's to make videoconferencing as easy to use as the telephone. We're developing
specific functionalities requested by our major customers where the potential
exists for large-scale deployment. And, we're devising the technical strategies
for integrating into existing and future network topologies. An example of this
is technologies for effectively operating in firewall protective local area
networks. Let me talk about India for a moment. We've almost staffed to our
first target level, we now have 13 employees on site in [Hydrobad?], India.
Three engineers have been to our Santa Clara site for training and three more
are on the way. The first three that were here were very excited about our
company and about the technologies here, and they brought that excitement back
to India. The contract for the new Indian facility has been signed and we'll
move into that facility within the next two to three months. The Indian
engineers are already successfully providing support for our ATM products. India
will be our lead site for network management systems development. Let me talk
for a moment about the merger with CUseeMe in the engineering area. Jointly we
have designed a combined engineering operation. We have reviewed products,
technologies, and road maps, and are now forming the combined product plans.
Geographically, development will occur in France, New Hampshire, California, and
India, and the communications processes are already in place to support this
global technical operation. The technical workforce for our products will double
on the day of the merger. This isn't like





hiring new employees into an existing company, there will be no learning curve
here. This is a combination of similar and complementary skills in identical
product areas. We will immediately have critical mass in our development
capability on the very first day of the merger. Let me talk about manufacturing.
In Quarter 1, we shipped greater than 99% of the available orders and of good
manufactured quality. Inventory did rise during Quarter 1, we were in a
build-to-forecast environment. For Quarter 2, with less forecast visibility due
to the economy, we will use inventory on hand to service orders with the
objective of converting inventory to cash. The combined company manufacturing
strategy has been developed, and as a result there will be efficiency
improvements in the new company. A few comments on customer support: In Quarter
1, we provided a good level of customer support, with improved responsiveness to
our customers and/or key partners. We're focusing on improving our
administrative processes and controls for contract management, and on building
our service operation as a growing source of revenue. The combined company
support organization offers a more effective geographical footprint and extended
hours of support coverage. We are in the process of designing an on-line
corporate support system to seamlessly link all of these support sites. Let me
make a comment or two on our internal quality management systems, we're making
excellent progress in developing our corporate quality system. Our quality teams
reviews and key performance efforts are being developed and currently being
deployed. So in summary, combined technologies,





products, organizations, geographies, and people of First Virtual Communications
and CUseeMe fit very well together. They combine in a synergistic manner, and
will produce significant economies of scale. I look forward to being a part of
this new, more competitive company. Thank you. Now, back to Ralph.

RU: Thank you, Jim. I'd like to summarize very quickly, Q1 was a huge
disappointment. Nevertheless, we see it as a clear bottom. We also see a bright
future for Click to Meet, as evidenced by the big EDS win, and its proven
benefit at cutting travel costs and improving productivity. Click to Meet is a
rich media communications application that can prosper in a down economy. At
this point in time, it's extremely difficult to give financial guidance,
primarily because we're in the middle of this major merger. We are working on a
new combined business plan, and will be able to share with you our objectives in
the new future. I'd like to end by telling you what really excites me most about
Click to Meet and its future. As I hope you know, Click to Meet is an
integrated, end-to-end, certified rich media communications application. As
such, it's much easier to deploy and use than the traditional, complex,
expensive integration projects of the past. Rich media means combing voice and
video telephony, web conferencing, document sharing, streaming into an
integrated form of communication. CNBC's squawk box is a perfect example of rich
communications in action. On my desk is Click to Meet. I can go to it, go to my
buddy list, easily set up a rich media call, and instantly be face-to-face
sharing documents. For example, with our Sales VP in Connecticut. I have great
video,





30 frames per second, great audio, all over the public internet. So it's a free
call. All you need is broadband access to the internet and Click to Meet. I call
him so often and the quality is so good it's easy to forget he's 3,000 miles
away. This truly has to be the future. With that, we'll turn it over back to
Randy.

RA: Thanks, Ralph. That concludes our prepared remarks. Operator, if you could
please poll for questions.

OPERATOR: Thank you, Sir. At this time, if you have a question please press the
"1" key on your touchtone telephone. If your question has been answered or you
wish to remove yourself from the queue, please press the "#" key. If you're on
speakerphone, please lift the handset before you ask your questions. One moment
for our first question. Our first question comes from Jim Stone of [Stuffel?]
Nicholas.

JIM STONE: Good afternoon, folks. Ralph, before we ran into this unfortunate
quarter, you were looking to go to profitability pretty quickly with CUseeMe. I
wonder if you could share with us some of the assumptions that helped to guide
you to that judgment, and then how some of those assumptions which and how they
may have changed with what's happened this quarter?

RU: Well, I think it was based on a number of issues. One was that we see we can
combine two companies with two strong product lines and achieve some very
significant operational efficiencies. We also, because there's a lot more
software content in both Click to Meet and their products, we expect to see
increasing gross margins. At the same time, we can see, as I said, some





operational efficiencies. None of that was really changed by the ATM slowdown
particularly.

JIM STONE: Could you be a little more explicit in where and how you say the
operational efficiencies? Are they such that you might be cutting back in
certain departments? Or you might be getting increased sales?

RU: Yes, we're focused on increased sales for sure. As I mentioned, their core
product is an IP multi-point conferencing unit (MCU) and we have a channel that
can move at a much higher volume. So we think we can take that product, for
example, and increase sales. At the same time, they have a number of features
that will enhance Click to Meet and will increase the sales of Click to Meet. So
we see growth in combining the products and channels for sure, as well as the
gross margin. Yes, we are going to merge the two companies together and there
will be reductions as we do the merger. Our goal is to still go for
profitability as fast as we can through increases in revenue and gross margin as
well as cutting the expenses of the combined companies.

JIM STONE: The two expenses as they stand now for the company, what sort of
reduction would you expect to see in the combined total?

RU: We're still working on that, and as I said, we're trying to put a combined
business plan together, we've made a lot of progress obviously. We've done a
couple of turns on it, but we are fine-tuning it and we'd expect to be able to
share that with you in the relatively near future.





JIM STONE: OK, thank you.

OPERATOR: Thank you, Sir. Our next question comes from Victor Patton of Ryan
Beck and Company.

VICTOR PATTON: Good afternoon, all. Couple of questions for you, if I could.
Were product returns at all an issue this quarter, more so or as opposed to
previous quarters?

RU: As I mentioned in my comments, we had some issues with smaller CLECs and
smaller ASPs, underfunded ASPs. So we took some returns in that space. We also
spent a lot of time over the last year developing some of those opportunities.
Very much focused onto well-funded service providers at this point.

RA: If I can add to that, Vic, this is Randy, overall returns or credits were
significantly less this quarter compared to the last three quarters. That speaks
to the effort that Jim and his team are doing on customer support and also to
the types of customers that we're selling to.

VICTOR PATTON: Is it possible then to maybe get an understanding as to how some
of the companies you've announced in the past are ramping the Click to Meet
solution? We've had a lot of names, a lot in Europe, Ideal Technology Solutions
over here in their partnership with [Annex?]. Could you pick one, two, or a
couple of those and maybe just talk about how that's ramping? What the issues
are and maybe why we're not seeing some of the growth that certainly I had
anticipated with some of those signs?

RC: Well, starting in Europe, if we look at WinTel Communications, or [WIND?] in
Italy, they are starting to ramp and we should see evidence of that in the near
future. There are





a number of other companies that are just getting off the ground and getting
their marketing programs together and starting to roll out the service. AT&T is
heavily engaged with beta customers and hopefully they'll be talking more about
their plans in the near future. We are very optimistic about this relationship
with EDS, in particular because of their experience in rich media
communications. I do think that may have been an issue with some of the
companies that we engaged with in the past who perhaps had experience with
transport services which really didn't have the level of knowledge about rich
media communications that a company like EDS brings to the table.

VICTOR PATTON: Thank you. And, Randy, if I could, earlier on you made a comment
I missed about inventory levels. At the $10 million are we looking at raw
materials, finished product? Is it reasonable to assume that that's going to be
worked down to a more normalized level over the next quarter?

RA: Absolutely. Most of it is at the finished good level. The comment that I had
made was that, and Jim had made as well, is that we built to a forecast that was
a little bit higher than what we had done. So that's the inventory as a result
of that. But we truly believe we'll sell it. We're not purchasing inventory now
until we have a firm order and we're working hard to finish the sales that we
started last quarter and get the inventory out as quickly as possible.

VICTOR PATTON: And, if I could, a last question. Ralph, last quarter you made a
pretty affirmative statement about having a standing order to buy. Stock, that
is. I didn't see any trades





executed. Can we assume that order stands and that we might see some activity
moving forward here? Can you address that a little bit?

RU: Yes, that order stands. In fact, I'm increasing it, but I still am
prohibited from selling when we have, when I'm under...

VICTOR PATTON: Hopefully buying not selling.

RA: We have self-imposed quiet periods where we don't enable people to buy
shares. During those times, Ralph is not able to buy.

VICTOR PATTON: But we apparently went through a full three-month cycle where
there were no, where Ralph was not in the position to execute an order.

??: Due to the merger.

RU: Due to the fact that if there's any insider information, I can't buy
obviously. We didn't open the window for that reason last quarter.

VICTOR PATTON: Can we expect then that in Q2 the window will be opened at some
period to give you an opportunity to take advantage of your order?

RU: I certainly hope so.

VICTOR PATTON: Thank you.

OPERATOR: Thank you, Sir. Our next question comes from Norm Hale of A.G.
Edwards.

NORM HALE: Hi, how ya doing?

??: Good.

NORM HALE: That's good. Can you guys give us any sort of guidance as to this
quarter? You indicated that the month of April so far





looked like it was on track. What are you guys looking for the entire quarter as
far as revenues?

RA: Norm, as Ralph had indicated in his comments, we're not going to provide any
guidance, given the state of the economy. It just doesn't seem appropriate at
this point. As well as the fact that we're still heavily involved in the merger.

NORM HALE: All right. A question for you. As far as the EDS agreement, do you
think this is the biggest and most positive thing that has occurred for the
company in, say, the last 12 months?

RC: Well, I hate to say that, I hate to diminish some of the other opportunities
that we have, especially with companies like AT&T, but I will say that we've had
a very excellent relationship with EDS in the past and very successful together.
All of the indications are that this is going to be a huge success.

NORM HALE: Is there anybody that can compare the AT&T business versus what EDS
could generate?

RC: Well, I think that the comparison really has to do with the fact that AT&T
is the largest supplier of ISDN-based video services today. They have 58% of the
market. They are very aggressively pursuing, in particular the commercial
enterprise market, with their services. I think they have a tremendous
opportunity to exploit that market position and extend their tentacles, if you
will, into the IP and ATM and frame relay and DSL space with these services. So
I think there's tremendous potential there, so that's why I said I didn't want
to diminish their potential. On the EDS side, however, what's interesting is





that they are not just targeting the federal government, although that is their
primary market currently. They are looking to offer services to the commercial
market space. Their strength is really as a systems integrator. They come at the
problems, if you will, or at the opportunity from a different perspective. Both
are important and both we expect to be very successful.

NORM HALE: OK. Is there any difference between the two as far as the sales
cycle? I mean, AT&T is using your product, they're doing quite a bit of beta
testing. Can you comment about that, as far as sales cycle between these two?

RU: This is Ralph. Let me just add a couple things about AT&T and EDS or service
providers in general. We've had a very long relationship with EDS and they have
been selling our systems for a long time. Their sales cycle was also very long
here. Anybody that's going to offer a service has to have a very, very good
business case to take to their management team to go into this area. What's
unique about EDS is that they are, of course, a system integrator that is moving
into the ASP business. Very well-funded one with lots of experience. As Ruth
said, they have the focus not only on selling it as a service but also selling
it to government organizations who want to buy systems and operate their own. So
it's a big opportunity from both of those points of view. It's both a systems
sale to them for running their XP as well as a revenue sharing that Ruth talked
about. It's pretty exciting at that point of view. As Ruth said, AT&T is a very
big telecom. They move carefully because they roll this stuff out. They roll it
out to work and to really scale. So we've been





working very hard with AT&T over a long period of time to give them the right
features that they need in a network to be able to scale and be very highly
available. So they're both complex sales and we're looking forward hopefully to
reaping the rewards of this long sales cycle.

NORM HALE: Are there any other potential customers of this magnitude that you
guys are talking to?

RC: We're engaged in dialogue with a number of other companies that we hope to
be able to discuss in the near future.

??: We've mentioned China Telecom for example. And WIN which is the second
largest operator in...

RC: In Italy.

??: In Italy. Really with Europe-wide operations, big company. We have a lot of
them that we're pursuing.

NORM HALE: Thank you very much.

OPERATOR: Thank you, Sir. The next question is a follow up question from Jim
Stone of Stuffel Nicholas.

JIM STONE: Earlier you spoke a little faster than I could write. You said for
Click to Meet it was 30% of revenue for this quarter versus how much last
quarter?

??: 18%.

JIM STONE: And when you translate it to dollars, what?

??: The dollars last quarter were roughly $1.8 and this quarter roughly $1.3.

JIM STONE: To what would you attribute that fall off? Is that the economy?
Seasonality? What sort of issues?

??: I'm sorry, the drop off?





JIM STONE: Yeah.

??: In the absolute number of customers that were Click to Meet customers
increased from quarter to quarter. If you remember the sale we mentioned in the
fourth quarter was one of significance from AT&T. So if you look at it absolute,
if you [normalize?] for AT&T, we actually would have [done?] gone pretty well on
the Click to Meet. But, again, I think the key is that we had more customers
this quarter than we did last quarter.

RC: The other thing really has to do with bookings, too. I mean, my bookings
were fairly equivalent. It was the actual shipments and billings that were
different.

JIM STONE: Going forward, would you expect Click to Meet to sequentially
increase throughout the year?

??: Uh, yes.

JIM STONE: In terms of the hardware and neglecting the impact of the CU merger,
would you expect hardware ever to obtain the percentage of sales it was? Or will
that be in a decrease?

??: Click to Meet has hardware sales associated with it. When we sell Click to
Meet, it includes things like MCUs and databases. It's run on hardware engines
and our gateways, for example. So we will continue to have hardware as a
component of Click to Meet. The ATM infrastructure will probably continue to
decline over time. Although, we're still supporting ATM very substantially.
Click to Meet supports ATM. We have a very strong program to exploit ATM,
continue to exploit ATM, because we have so many customers in that space.





RC: I would add to that that the issue with the decline in the ATM
infrastructure business this quarter really is a seasonal issue. So although we
may see declines from a seasonal perspective, I still think that we will perform
better in the next couple quarters than we did in this quarter, which is
traditionally a lower revenue quarter for those types of customers, the
infrastructure customers.

JIM STONE: Looking at the ATM decline, proportionally was there any shift
between services and enterprise sales? In other words, I'm trying to understand
which may have been weaker. Was the falloff all in enterprise or was it all off
in service? Or proportionally to the relative sales in the two channels?

??: It probably landed more towards the enterprise side, Jim, versus the service
provider side.

JIM STONE: By the adjectives that you're using, it doesn't sound like it was
really a major slip in the IT relative to the service. What I'm trying to think
of is, you know, everybody else keeps talking about IT hitting a brick wall, and
that just drying up completely. I'm wondering if, from your language, I assume
that's not your case.

??: Actually, I commented that due to the IT groups slowing down their
purchases, that's one of the reasons that we've seen ATM drop.

JIM STONE: Right, but you're also saying you saw enterprise, uh you saw service
provider drop as well.

??: Right, we saw both enterprise and service provider drop, but on a percentage
basis the enterprise's was greater.





JIM STONE: Gotcha. OK, thank you.

OPERATOR: Thank you, Sir. Our next question is a follow up question from Victor
Patton from Ryan Beck and Company.

VICTOR PATTON: Ruth, if you could help me, I'm still trying to understand the
relationship with PolyCom, because they certainly seem to be the folks most
visible in trying draw the growth of the space. As an example, they're fond of
talking of a large pharmaceutical they're doing business with on a number of end
points. In the hundreds they've deployed within the organization. In that
particular case, would PolyCom also talk to that organization about a deployment
of Click to Meet in conjunction with a couple hundred end point deployment
within their enterprise? Or is that something that you would independently need
to work on getting in there and then selling that solution?

RC: Well, first of all, Click to Meet manages the PolyCom end points just as it
manages end points from other manufacturers. So any PolyCom installation of end
points is a Click to Meet opportunity. PolyCom tends to take an independent
approach to management solutions that might work with their end point, so they
don't usually go out and promote one over the other. So it's really up to First
Virtual and First Virtual's channels to work with those customers where PolyCom
end points are present to show them the value of the Click to Meet solution as
an umbrella management platform and application software framework.

VICTOR PATTON: So it is a question of PolyCom really just being agnostic in
terms of how their system is managed? Or are they





more specifically pushing maybe some of their own offerings or some of their own
technologies?

RC: Um, PolyCom does not have a similar offering to Click to Meet today. So
they're not pushing their own solution. As a matter of fact, I think that
they've taken the stand of being an agnostic, just like Court Network, their MCU
component of their infrastructure or systems component now takes an agnostic
approach as well. I think that that's the nature of their business, that's what
they're focused on. They work with many different partners and we are present
with PolyCom in many accounts with Click to Meet.

VICTOR PATTON: I was curious, reading today's announcement, they announced a
broadband initiative with Excite @ Home, and that looked like it was going
toward the residential market, which I thought was a little premature.
Would that be the type of effort you might be in cooperation with PolyCom?

RC: I wouldn't say that that specific opportunity is one that we've been engaged
with, but clearly we have an opportunity to address the residential marketplace
with our software [Kodak?] or our software end point solution. In particular
with the CUseeMe merger, they have a strong presence in the consumer market.
They have a strong brand in the consumer market. It is our expectation that
we'll be working similar types of opportunities as you saw PolyCom announce
today.

VICTOR PATTON: Do you fear at all, that will PolyCom's acquisition of Accord and
now your merger that the two of you could be viewed as having competing products
in the same space?





RC: We have very complementary products still to this day and are working very
closely with our partners. Nothing's really changed as a consequence of the
merger in terms of our relationship with Accord for example.

VICTOR PATTON: OK, thank you.

OPERATOR: Thank you, Sir. Our next question comes from E. Holmstead of H.C.
Wainwright.

GENE HOLMSTEAD: Hi, guys, it's Gene Holmstead here. I was wondering about, since
you've had these returns in the quarter if there was any chance that there could
be a write-down of inventory in the future?

??: Well, our sales and receivables and inventory's net of any reserve
associated with those potential actions. We feel that we're adequately covered
for those things.

GENE HOLMSTEAD: What's the quality of the receivables right now on your balance
sheet?

??: I think quality's very good, probably greater than 60% is less than 45-50
days. So we feel the quality is very good. We feel we'll collect it all.

GENE HOLMSTEAD: OK, thanks.

OPERATOR: Thank you, Sir. Our next question comes from Ellsworth Davis of UBS
Paine Webber.

??: Hey, Ellsworth.

ELLSWORTH DAVIS: Hey, hi guys. I have a couple, actually three questions, let me
ask them one at a time. The first is, is there any possibility this merger could
be in trouble because of this quarter?





??: Let me address that. No, I don't think so, folks. I'd see this as a big
strengthening of their company and there is no talk whatsoever of changing our
direction.

ELLSWORTH DAVIS: I'm presuming they know how the quarter went and didn't try to
run for the door?

??: Yes, they understand how the quarter went. The future is the combined
IP-focused Click to Meet videoware solution of the two companies. So, no, we
both see that we'll be in a much stronger position together than by ourselves.

ELLSWORTH DAVIS: It really does look like an amazing fit. Second question: Our
largest investor is represented on your board. How are they feeling about
results and has it been at all helpful in helping Ruth and others in developing
business?

??: Our largest investor, of course, is Paul Allen's [Role Conventures?] and Ed
Harris is a board member of the company. They are a very supportive company.
They have Click to Meet, in fact, and we are in the process of rolling out
deeper into their organizations. We believe we have an excellent opportunity to
go in partner with a number of their important properties like Chartered, the
cable company. So we're very pleased to have them as a major investor.

ELLSWORTH DAVIS: My third question, I'm not trying to [skirt?] this issue, was
being specific. But Ruth mentioned a new customer of $500 million dollars, not
$500 million dollars, $500,000, and I wondered over what time period is that?

RC: That was the initial deal. That was the deal that we closed last quarter, in
excess of half-million dollars.





ELLSWORTH DAVIS: Is that over six months?

RC: No, that's what I'm trying to say. That was what they purchased.

ELLSWORTH DAVIS:  Was that shipped?

??: Shipped and recognized in the first quarter.

ELLSWORTH DAVIS: That was a brand-new client?

??: Yes.

ELLSWORTH DAVIS: Thank God. Then the other question is, I think again it was
Ruth who referred to saying that the way business [??] would be able to beat our
revenue objective. But I don't hear us being willing to identify what the
revenue objective is?

??: I'll just try to paraphrase what Ruth had said, is that the bookings for the
month of April are ahead of schedule or as scheduled. We should be able to meet
our objectives as we go forward. There was no specific identification of what
our number was.

ELLSWORTH DAVIS: But clearly you have written objectives? You don't beat an
objective unless you have it.

??: We clearly have financial plans that we're trying to execute to. We're
focused very hard on that. We've talked about them from cost-cutting measures,
managing the balance sheet and cash, to the things that we're trying to achieve
from revenue and profitability.

ELLSWORTH DAVIS: I certainly wouldn't blame you for being a little gun shy about
laying revenue objectives out on the table, but I must say many of the companies
that we follow have been





very straightforward trying a projection, even when the numbers are really quite
horrible because of the environment that we're in. No need to comment on that, I
just...

RU: Well, let me comment. The point I tried to make in my summary was that
certainly the economy makes it hard to predict and every company's saying that.
We could make a guess but it's hard to guess. But the real issue is we're in the
middle of a merger and spending a lot of time putting together a different plan,
so it just doesn't make any sense to do that.

ELLSWORTH DAVIS:  Thank you.

OPERATIONS: Thank you, Sir. Our next question is a follow up question from Jim
Stone of Stuffel Nicholas.

JIM STONE: Ralph, you mentioned earlier about being able to talk to your sales
manager 3,000 miles away on a standard internet connection. Or was this a
non-standard? I'm concerned or curious about the QOS issue and how many hops you
actually make getting to the other side?

RU: Yes, what we have in that particular case is they have DSL. Symmetrical DSL
in support. 3.25 Kb calls simultaneously for their video and we have a T3 coming
out of here and goes in through, what's that ??? Global Center. If you so much
been within the backbone of the public internet, if you could get through the
last mile with quality, which you can with DSL and with T3s the quality is
astoundingly good over the ordinary public internet backbone. At most, about
99.9% of the time. You get a hit here or there or whatever, and as this
application starts to really deploy we could of course clog that backbone.





Service providers want, not the free internet, but the service providers want to
fill up all this investment they've made in bandwidth with an application. We
haven't had one that can do that. So as we do that, I suspect the public
internet will continue to get clogged and you'll tend to use intranets or things
like internap and other mechanisms for getting good bandwidth and good QOS in
the backbone of the internet.

JIM STONE: You wouldn't happen to know how many hops your particular circuit is,
would you?

??: No, but it's probably very few. It's a major DSL supplier in Connecticut and
we're tied to T3 right on the Global Center backbone. It probably does the best
hop, best route to...

JIM STONE: I'm just wondering where the two circuits, as it leaves your place
and leaves your sales guy's place, where those two circuits actually end up?

??: You know, you can certainly get into situations where you have congestion in
the connection into the backbone, and you can get congested backbone times, as
well. It's just amazing how much, how well it works on the public internet. We
actually use it to demo to customers. I'll be sitting here in my office and I'll
be getting a call and it'll be somebody who walked in with a laptop, you see him
plugged it into their internet and used our Click to Meet.net offering. So it's
an extremely nice way to demo the product and let people actually try it out as
well.

JIM STONE: Have you tried it from a DSL or a cable modem from home?





??: Yeah, we have DSL and cable modems as well. We're hooking up board members
and employees, and we have a number.

JIM STONE: I'm thinking more of a circuit which is a DSL from your end to a DSL
at his end? How those pictures are coming through?

??: Again, that would be a function of what DSL supplier/provider you have.

??: Jim, what we have done, the DSL-to-DSL coverage it's actually quite good.
Not the same quality that Ralph is speaking of from his T3, but DSL-to-DSL is
still pretty good. Cable modems, because it's not the same speed, you don't get
as good coverage. So DSL's a better solution.

JIM STONE: OK, thank you.

OPERATOR: Thank you, Sir. Our next question is a follow up from Gene Holmstead
of H.C. Wainwright.

GENE HOLMSTEAD: Hi, I was wondering about some of the expense cutting that
you're doing. Specifically, how much did you reduce your workforce by and what
is it at currently?

??: We began the quarter with roughly 190, between 190 and 195. We ended the
quarter at about 150. That includes any contractor consultant that we have. So a
net of 40-50 physically people. Some that were regular employees and some that
were consultants or contractors. As of today, we're hovering between the 140-150
range.

GENE HOLMSTEAD: Do you expect further cuts in the second quarter?

??: Um, as part of the merger we're obviously looking at synergies and where
things are identified, there could be some additional reductions.





GENE HOLMSTEAD: Can you give us more detail on other cuts you're making and kind
of what your target is? When do you expect to achieve profitability?

??: Are you asking relative to the merger? Or relative to First Virtual?

GENE HOLMSTEAD: I'm talking about just First Virtual.

??: OK, in the case of First Virtual, we had indicated that we were trying to
get to a spending level of less than $9 million. We believe we've taken action
to do that from [??] our contractors and our consultants and employees, and
we're continuing to focus on all discretionary spending, as well as capital
spending, to minimize that. Right now, I'm pretty much reviewing all of the
purchases prior to them taking place.

GENE HOLMSTEAD: So you're saying less than $9 million in total quarterly
expenses?

??: Yes.

GENE HOLMSTEAD: But you're not willing to give any expectations on revenues for
the next couple quarters?

??: No.

GENE HOLMSTEAD: Could you give us an idea on maybe bookings that you've had the
close of the quarter?

??: As Jim indicated, we shipped 99% of the orders that we had.

GENE HOLMSTEAD:   OK, thanks.

OPERATOR: Thank you, Sir. Once again, if you have a question, please press the
"1" key on your touchtone telephone. Sir, there are no more questions in queue,
I would like to turn it back to management for any closing remarks.





??: Thank you for participating, that does conclude our call for today. We look
forward to your continued support. Thank you.

OPERATOR: Ladies and gentlemen, this concludes today's program, thank you for
participating in the FBC's Conference Call, you may now disconnect. Good day.
Good bye.





WHERE YOU CAN FIND MORE INFORMATION

Investors and security holders are urged to read the Proxy Statement/Prospectus
regarding the proposed merger when it becomes available because it will contain
important information about the transaction. The Proxy Statement/Prospectus will
be filed with the Securities and Exchange Commission by First Virtual
Communications, Inc. and CUseeMe Networks, Inc. Investors and security holders
may obtain a free copy of the Proxy Statement/Prospectus (when it is available)
and other documents filed with the Commission at the Commission's web site at
http://www.sec.gov. The Proxy Statement/Prospectus and these other documents may
also be obtained for free from First Virtual Communications, Inc. and CUseeMe
Networks, Inc.

First Virtual Communications, Inc. and CUseeMe Networks, Inc., and their
respective executive officers and directors may be deemed to be participants in
the solicitation of proxies from stockholders of First Virtual Communications,
Inc. and CUseeMe Networks, Inc. with respect to the transactions contemplated by
the merger agreement. Information regarding such officers and directors is
included in First Virtual Communications, Inc.'s Proxy Statement for its 2000
Annual Meeting of Stockholders filed with the Securities and Exchange Commission
on March 30, 2000 and CUseeMe Networks, Inc.'s Proxy Statement for its 2000
Annual Meeting of Stockholders filed with the Securities and Exchange Commission
on March 28, 2000. These documents are available free of charge at the
Securities and Exchange Commission's web site at http://www.sec.gov and from
First Virtual Communications, Inc. and CUseeMe Networks, Inc.