SCHEDULE 1 TO AGREEMENT



 


EXHIBIT 10.31




	AOL Confidential	Page 1








EXHIBIT A




SCHEDULE NO. 1 DATED SEPT. 30, 2002 TO

AGREEMENT FOR CONSULTING SERVICES

BETWEEN

AMERICA ONLINE, INC. AND VIEWPOINT CORPORATION

DATED SEPTEMBER 30, 2002 (the “Agreement”)




SCOPE OF WORK (“SOW”)



This SOW describes the production, engineering, and support services to be
provided by Viewpoint Corporation (“VWPT”) to America Online, Inc. (“AOL”) with
respect to AOL’s “Desktop Themes” product and the “Did You Know (“DYK”) and
Show Me” product (the “Project”).



Definitions



“Desktop Themes” are member-selected “skins” that alter the appearance of the
AOL Client desktop.



“Did You Know” is a pop-up form which describes a feature or content area of
the AOL service and from which members can initiate a “Show Me” animation.



“Show Me” is a 3-dimensional animation that introduces a feature or content
area of the AOL service.



“Themes Chooser” is an FDO form which allows members to view thumbnail
representations of available themes, select the theme of their choice, or set
their Desktop Theme to None.



“Viewpoint Experience Technology (VET)” is a suite of technology that permits
websites and other media publishers to integrate, synchronize, deliver, and
display a full line of interactive graphics media technologies onto regular Web
pages or through other digital container formats such as the AOL client forms.








 




	AOL Confidential	Page 2




1. Technology and Service Deliverables

a. Desktop Themes




i. Example of How it works



Once connected to the AOL service, a member may change his AOL Desktop, reset
to the default theme, or set to no theme, from the Master Themes Selector.







The member highlights the thumbnail of his choice in the Theme Chooser and
clicks OK.












 




	AOL Confidential	Page 3




The selected theme then appears in the Master Themes Selector as the new
thumbnail. The user then clicks “save” to apply the selected theme the
client’s desktop background







ii.     Detailed description of services and deliverables:



Viewpoint will provide the following deliverables and all related code and
consulting services to AOL by September 30, 2002.





	 	—	 	[*]
	 	—	 	



*  Certain information on this page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions.








 




	AOL Confidential	Page 4





	 	—	 	[*]




Desktop Themes Content and Support

All Desktop Themes are to be delivered to AOL by September 30, 2002.





	•	 	Provide a “Null” theme that does not skin the client desktop
	 
	•	 	Implement 40 Desktop Themes and matching Themes Chooser thumbnails as specified by AOL
	 
	•	 	Provide a configuration file and art file(s) for each Desktop Theme implemented.
	 
	•	 	Publish all necessary art files to the Rainman server.
	 
	•	 	Develop and document a process for publishing into AOL’s back end systems.




Desktop Themes Authoring Tools and Training

Authoring Tools are to be delivered to AOL by October 30, 2002. Training is to

be completed at a mutually agreeable time but no later than November 15, 2002.





	•	 	Provide Authoring tools, templates, utilities, and documentation to
enable AOL or its designees to create Desktop Themes and matching
thumbnails.
	 
	•	 	Train AOL or its designees how to use Authoring tools to create
Desktop Themes and matching thumbnails.



*  Certain information on this page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions.








 




	AOL Confidential	Page 5



b.     “Did You Know (“DYK”) and Show Me"



i.     Example of How it works





	•	 	A member selects an FDO form that has been enabled with DYK, for
example, the Read Mail form.
	 
	•	 	After the form opens, it triggers the DYK pop-up, an FDO form with an
oval VET Overlay that appears in the lower right corner of the
member’s screen.
	 
	 	 	
	 
	•	 	If the member clicks the SHOW ME! Button, the Did You Know animation
(generally 8-14 seconds) begins in the mail form. The animation ends
when the character dissolves into the targeted feature drawing the
member’s attention to a targeted feature or link.
	 
	 	 	








 




	AOL Confidential	Page 6






ii.     Detailed description of services and deliverables:




Concept and Model Development

All DYK forms and Show Me animations are to be delivered to AOL by October 15,

2002 according to the schedule outlined below.





	•	 	Provide multiple DYK concepts and modeled characters for testing, and modify as directed by AOL.
	 
	•	 	[*]
	 
	•	 	Provide VMP support for triggering Show Me animations.
	 
	•	 	Create and deliver 15 animation sequences, with each sequence to include:
	 
	 	 	1 DYK oval containing AOL supplied scripts and
	 
	 	 	1 Show Me animation, as specified by AOL storyboards, to be delivered in VET
and OBJ format.
	 
	•	 	Each animation will be
subject to approval by AOL
and of animation quality at
least as good as the Stock
Quotes animation delivered
by Viewpoint to AOL prior to
9/28/02 in terms of
resolution, fluidity of
movement, and other visible
aspects of animation to the
AOL End User.
• [*]
	 
	•	 	[*]
	 
	•	 	[*]
	 
	•	 	[*]
	 


	 	•	 	All deliverables under this SOW are deemed to be UI Content under the
Second Amended and Restated License Agreement between Viewpoint and AOL
dated September 30, 2002.



iii.     DYK and Show Me Delivery Schedule



	 	 	 
	Animation	 	Delivery Date
	Welcome Screen (Customize)	 	
9/21/02
	8.0 Welcome Area	 	
9/23/02
	Music	 	
9/25/02
	Email: Spam Tools	 	
9/27/02
	Stock Quotes	 	
9/29/02
	Search	 	
10/1/02
	Games	 	
10/3/02
	Parental Controls	 	
10/5/02
	Sports Scores	 	
10/7/02
	Reminders	 	
10/8/02
	Match Chat	 	
10/9/02
	Access Numbers	 	
10/10/02
	Member Directory	 	
10/11/02
	Entertainment	 	
10/12/02
	Share/Navigation	 	
10/13/02




*  Certain information on this page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions.








 




	AOL Confidential	Page 7





	2.	 	Payments:





	 	(a)	 	Fees:



     $2MM for the software engineering, the Perpetual UI License set forth
under Section 2.1(a)(ii) of the License Agreement, 15 Character Animations and
40 Desktop Themes described above.





	 	(b)	 	Payment Schedule



     AOL will pay two million dollars ($2,000,000) to Viewpoint on or before
September 30, 2002.





	3.	 	Consultant Project Manager:




	 	Name: Sree Kotay

Fax #: 212 201-0846





	4.	 	AOL Project Manager:




	 	Name: Julie McCool

Fax #: 703-265-3842





	5.	 	Term of this Schedule:




	 	N/A





	6.	 	Other Terms:





	•	 	From time to time during the term, AOL may request Viewpoint to create
additional Desktop Themes or Character Animations. Subject to execution
of a mutually agreeable schedule to the Agreement, Viewpoint agrees to
perform such work at the following rates:




a. Rates Per Desktop Themes








 




	AOL Confidential	Page 8











b. Hourly Rates For Character Animation Production



	 	 	 	 	 	 	 
	Category	 	Type	 	Hourly Rate
	
	 	
	 	

	Pre-Production	 	
Planning/Storyboards
	 	$	147	 
	Models	 	
Models
	 	$	142	 
	Digitizing	 	
Digitizing
	 	$	105	 
	Animations	 	
Camera and Object Animations
	 	$	177	 
	 	 	
Animated Textures
	 	$	159	 
	 	 	
Text Annotations
	 	$	145	 
	 	 	
Bit-Map Annotations
	 	$	282	 
	Photo Studio	 	
Photographic Time
	 	$	188	 
	Web Integration	 	
Web Integration
	 	$	185	 
	Web Design	 	
Web Design
	 	$	199	 
	Post-Production	 	
QA
	 	$	172	 









 




	AOL Confidential	Page 9





	 	 	 	 	 
	AMERICA ONLINE, INC	 	
VIEWPOINT CORP
	 
	By:	          
/s/ Gio Hunt	 	By:	          
/s/ Robert E. Rice
	 	
	 	 	


	 
	Print Name:	  Gio Hunt	 	
Print Name:	  Robert E. Rice
	 	
	 	 	


	 
	Title:	  SVP, Technology Business Development	 	
Title:	  President and CEO
	 	
	 	 	

	 
	Date:	 September 30, 2002	 	
Date:	  September 30, 2002