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Change in Control Agreement - Virage Inc. and Michael H. Lock

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August 12, 2002

Dear Michael,

         This letter formalizes our prior discussions and agreement on the terms
of a potential severance arrangement as follows:

1. In the event both that Virage,  Inc. is acquired by another  company and that
you are terminated  without cause as a direct result thereof,  then you shall be
entitled to receive  six (6) months of your  then-current  base salary  (without
including  commission,  bonuses,  benefits or other  compensation) as severance,
subject to your executing Virage's or its acquiror's  standard release of claims
and confidentiality agreement.

2. All other terms and conditions of your original  signed offer letter continue
in full force and effect.  Nothing herein changes the fact that your  employment
with  Virage  is for  no  specified  period  of  time  and  constitutes  at-will
employment. As a result, Virage is free to terminate its employment relationship
with you at any time, with cause or without cause.

         Your signature  below  indicates your assent and agreement to the terms
and conditions of this letter  agreement,  and executes this letter agreement as
of the date first set forth above.


                                                            Paul G. Lego
                                                            C.E.O. and President
                                                            Virage, Inc.

Agreed to and Accepted by:

Michael H. Lock