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Bonus and Change of Control Agreement [Amendment] - Virage Inc. and Scott Gawel

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                                  June 23, 2003

Dear Scott,

         By mutual consent,  this letter amendment  ("Letter  Amendment") amends
our prior  letter  agreement  dated  August 13, 2002  ("Letter  Agreement"),  as

         The fifth  paragraph of the Letter  Agreement  which begins "Should the
Company execute a definitive..." shall be deleted in its entirety.

         Any Change of Control (as defined within the Letter Agreement) shall be
subject to the  successor  entity  agreeing in writing to assume and be bound by
all  the  obligations  of  Virage,  Inc.  including  the  aforementioned  Letter
Agreement  and Letter  Amendment  (defined  herein),  to agree in writing to the
assignment of the Letter  Agreement,  as amended hereby,  to it, and to agree to
bind any subsequent successor entities to it to these same obligations.

         The Letter Agreement and Letter Amendment shall be governed by the laws
of the state of California and both parties agree to the exclusive  jurisdiction
in the state and federal  courts in San  Francisco,  California.  The prevailing
party in any legal  action or  proceeding  related to the Letter  Agreement  and
Letter  Amendment  shall  recover its  reasonable  attorneys'  fees  incurred in
connection therewith.

         All other terms and conditions of the Letter  Agreement shall remain in
full force and effect.  Your signature below indicates your assent and agreement
to the terms and  conditions  of this  amendment  to the Letter  Agreement,  and
executes this amendment as of the date first set forth above.


                                                        /s/ Paul G. Lego

                                                        Paul G. Lego
                                                        C.E.O. & Chairman
                                                        Virage, Inc.

Agreed to and Accepted by:

Scott Gawel

/s/  Scott Gawel

June 23, 2003