-- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing






Exhibit 10.1




AMENDMENT




TO




VIEWPOINT CORPORATION




4.95% SUBORDINATED NOTE
DUE 2008



     This amendment (this
“Amendment”), made and entered into March 14, 2007 (the
“Amendment Date”), amends the Amended and Restated 4.95% Subordinated
Note due March 31, 2008 in the principal amount of $3,050,000 (the
“Note”), originally dated as of March 26, 2003, as amended and
restated pursuant to the amendment dated as of July 27, 2005, between Federal
Partners P, L.P. (the “Holder”) and Viewpoint Corporation, a Delaware
corporation (the “Company”). Capitalized terms used but not defined in
this Amendment have the meanings assigned to such terms in the Note. 


     WHEREAS, the written consent of
the Holders of at least 50% in aggregate principal amount of the Notes then
outstanding may amend the Note; and 


     WHEREAS, the parties hereto
desire to amend the Note in order to (i) extend the maturity of the Note from
March 31, 2008 to September 30, 2009 and (ii) waive certain rights granted to
Holder under the Note in exchange for the payment by the Company of $165,000
on the Amendment Date and $300,000 on the earlier to occur of September 30,
2009 and the acceleration of the maturity of the Note upon an Event of Default.



     NOW, THEREFORE, BE IT RESOLVED
THAT, in consideration of the mutual promises and covenants contained in this
Amendment and the Note, the parties agree as follows: 

	
1.      		
The terms of this Amendment supersede the terms of the Note to the extent they are inconsistent. All other terms of the Note shall remain in full force and effect.	
	 
	 	
This Amendment and the Note constitute the entire agreement between the Holder and the Company with respect to the subject matter hereof.	
	 
	
2.      		
With effect from and after the Amendment Date, the title of the Note shall be amended from “4.95% Subordinated Note Due 2008” to “4.95% Subordinated Note Due 2009”.	
	 
	
3.      		
With effect from and after the Amendment Date, the preamble to the Note is hereby amended and restated in its entirety as follows:	
	 





“VIEWPOINT CORPORATION, a Delaware corporation (the “Company”, which term includes any successor corporation), for value received, promises to pay to FEDERAL PARTNERS P, L.P. (the “Holder”), or registered










assigns, the principal sum of THREE MILLION FIFTY THOUSAND DOLLARS ($3,050,000) on September 30, 2009.”
 
	
4.      		
The Holder hereby confirms its waiver of any and all Defaults
and Events of Default and the related consequences resulting
from, relating to,
or otherwise in connection with (1) the Company’s acquisition of Makos
Advertising, L.P., (2) for a period until December 31, 2008, Section 5.15 of the
Securities Purchase Agreement, and (3) the sale of the Company’s securities
pursuant to a transaction to be executed by May 31, 2007. 
	 
	5.	
In exchange for the extension of
the maturity date of the Note by eighteen months and the waiver of certain
rights granted to Holder under the Note as set forth in Section 4. above, the
Company hereby agrees (i) to pay to the Holder $165,000 on the Amendment
Date and (ii) to pay to the Holder $300,000 on the earlier to occur of
September 30, 2009 and the acceleration of the maturity of the Note upon an
Event of Default. 
	 
	6.	
This Amendment and the Note shall
be governed by and construed in accordance with the laws of the State of New
York, as applied to contracts made and performed within the State of New York,
without regard to principles of conflict of laws. Each of the parties hereto
agrees to submit to the jurisdiction of the courts of the State of New York in
any action or proceeding arising out of or relating to this Amendment or the
Note. 
	 
	7.	
The Company shall reimburse the Holder for the reasonable fees and disbursements of its counsel in connection with the negotiation, execution and delivery of this Amendment.	
	 



     IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written. 

	FEDERAL PARTNERS P, L.P.

By: Ninth Floor Corporation, its General Partner






		VIEWPOINT CORPORATION








	
	By:	 /s/ Stephen M. Duff	 	By: 	/s/ Patrick Vogt	 
	     	
	 	 	
	 
	Name: Stephen M. Duff 

    Title: Treasurer	Name: Patrick Vogt 

    Title: CEO