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                                                                    Exhibit 10.1
                              VIEWPOINT CORPORATION
                         498 Seventh Avenue, Suite 1810
                              New York, N.Y. 10018




                                                              May 8, 2001


Computer Associates International, Inc.
1 Computer Associates Plaza
Islandia, N.Y. 11788
Attn:  Mr. Thomas Bennett

Dear Mr. Bennett:

     Reference is hereby made to the agreement (the "April 19th Agreement"),
entered into on April 19, 2001, between Viewpoint Corporation, a Delaware
corporation ("Viewpoint"), and Computer Associates International, Inc., a
Delaware corporation ("Computer Associates"), pursuant to which, among other
things, Computer Associates transferred shares of Viewpoint common stock which
had been issued to Computer Associates in accordance with the Exchange
Agreement, dated as of August 10, 2000, by and between Viewpoint and Computer
Associates (the "Exchange Agreement") and agreed to accept newly-issued shares
of common stock in partial repayment of the promissory note issued by Viewpoint
to Computer Associates in connection with the acquisition of Viewpoint Digital,
Inc. ("Viewpoint Digital") and due June 8, 2001 (the "June 8th Promissory
Note"). The purpose of this letter is to set forth the agreement between
Viewpoint and Computer Associates regarding, among other things, (a) the
transfer of certain additional shares of Viewpoint common stock issued to
Computer Associates under the Exchange Agreement and (b) the repayment by
Viewpoint of the (i) additional amounts due under June 8 Promissory Note, (ii)
$100,000 payable by Viewpoint under the April 19 Agreement, and (iii) amount due
by Viewpoint under the promissory note (the "April 30th Promissory Note") issued
by Viewpoint to Computer Associates in connection with the acquisition of
Viewpoint Digital and due April 30, 2002.

     1. Waiver of Transfer Restrictions. Viewpoint hereby waives the application
of Section 8.4 of the Exchange Agreement to the sale by Computer Associates of
up to 2,400,000 shares of Viewpoint common stock to third parties (the
"Shares").


     2. Registration of the Shares. Viewpoint will use its best efforts to
register the Shares under the Securities Act of 1933.



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     3. Repayment by Viewpoint of Amounts Due Computer Associates Under the June
8th Promissory Note and the April 19th Agreement. Computer Associates will
accept, at Viewpoint's election, either cash or unregistered shares of Viewpoint
common stock at an issue price of $4.00 per share in repayment of the (a) amount
in excess of $4,000,000 due by Viewpoint under the June 8th Promissory Note and
(b) $100,000 due by Viewpoint to Computer Associates under Paragraph 5 of the
April 19th Agreement.

     4. Repayment by Viewpoint of the April 30th Note. To the extent the
proceeds received by Computer Associates from the sale of the Shares exceeds the
sum of (a) the amount due by Viewpoint under the June 8th Promissory Note in
excess of $4,000,000 and (b) the $100,000 due by Viewpoint to Computer
Associates under Paragraph 5 of the April 19th Agreement, Computer Associates
will accept, at Viewpoint's election, either cash or unregistered shares of
Viewpoint common stock at an issue price of $4.00 per share in repayment of
amounts due under the April 30th Promissory Note.

     5. Registration Rights Agreement and Transfer Restrictions Viewpoint and
Computer Associates will enter into an amendment to the Registration Rights
Agreement, dated as of August 10, 2000, between Viewpoint and Computer
Associates to provide for the registration of the shares issued in connection
with this Agreement on the same terms and conditions as the shares subject to
the Registration Rights Agreement. The shares issued to Computer Associates in
connection with this Agreement will be subject to the transfer restrictions set
forth in Section 8.4 of the Exchange Agreement.

         If you are in agreement with the foregoing, please so indicate by
signing two copies of this letter in the space set forth below and returning one
of such signed copies to the undersigned.

                                                    Very truly yours,

                                                    VIEWPOINT CORPORATION



                                                By:/s/ Robert E. Rice
                                                       -------------------
                                                Name:  Robert E. Rice
                                                Title:  Chief Executive Officer



Accepted and agreed to as of the
9th day of May, 2001

COMPUTER ASSOCIATES INTERNATIONAL, INC.


By: /s/ Thomas Bennett
    ------------------
     Name:  Thomas Bennett
     Title: Senior Vice President