Exhibit 10.32


July 19, 2007


James
A. Morlan


Dear Jim:


This letter (the “Letter”) amends the terms of your letter agreement
with ViewSonic Corporation (the “Company”) dated March 20, 2007 (the “Agreement”)
only as expressly set forth herein.


Section 6 of the Agreement is amended and
restated in its entirety as follows:


You will continue to participate in the Company’s Long
Term Incentive Program (the “Incentive Program”) pursuant to the terms of that
Program; provided, however, that you shall only be eligible to vest in 100,000
shares subject to the stock option granted to you on February 2, 2007 under the
Incentive Program (as amended hereby, the “Option”), and only on the terms set
forth herein, and you agree that you shall have no further rights, title or interests
in or to the remaining shares subject to the Option.  Your Option will vest as to the 100,000
shares subject thereto in full on the first anniversary of the Grant Date (as
defined in your Grant Notice), subject to your Continuous Service (as defined
in the Plan) on such date.  If your
Continuous Service terminates for any reason, then except as set forth herein,
your Option shall cease
vesting, and any unvested portion of your Option shall be cancelled and
forfeited in its entirety.  If
your employment terminates by reason of your death prior to the first
anniversary of the Grant Date (the “Vesting Date”), your Option shall be deemed
vested as of the termination of your Continuous Service as to the number of
shares subject to the Option multiplied by a fraction, the numerator of which
is the aggregate number of full months of Continuous Service you have completed
from the Grant Date to the date of termination and the denominator of which is
12. In the event of a Change in Control prior to the Vesting Date, your Option
shall be deemed vested as of the effective date of a Change in Control (the “Effective Date”) as to the number of
shares subject to the Option multiplied by a fraction, the numerator of which
is the aggregate number of full months of Continuous Service you have completed
from the Grant Date to the Effective Date and the denominator of which is
12.  Except as expressly modified in this
Section 6, any compensation or benefits under the Incentive Program shall be
governed by the terms of the Incentive Program.


The Agreement, as amended by this Letter, constitutes the complete,
final and exclusive embodiment of the entire agreement between you and the
Company with regard to this subject











matter.  It is entered into
without reliance on any promise or representation, written or oral, other than
those expressly contained herein, and it supersedes any other such promises,
warranties, representations or prior agreements with the Company.  The Agreement, as amended by this Letter, may
not be modified or amended except in a writing signed by both you and a duly
authorized officer of the Company.


If this Letter is acceptable to you, please sign below and return the
original to me.


I wish you good luck in your future endeavors.


Sincerely,


ViewSonic Corporation


	
  By:

  	
     /s/
  Tim Ashcroft

  	
   

  
	
   

  	
     Tim
  Ashcroft, Vice President Corporate HR

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and Agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ James A. Morlan

  	
   

  	
   

  
	
  James A.
  Morlan

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  July 24, 2007