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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.



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|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.

(AOL THEMES WINDOW)

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

(AOL DESKTOP THEMES - SYMBOLS & TRENDS WINDOW)



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|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

(AMERICA ONLINE WINDOW)

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.



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|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.



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|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.                                                                                                         
| 
|  |  | (AMERICA ONLINE MAILBOX WINDOW)                                                                                                                                                                                                                               
| 
| |  | 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.
| 
|  |  | (ONLINE MAILBOX WINDOW)                                                                                                                                                                                                                                       



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|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.



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|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



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|AOL Confidential | Page 8
|---------------- | ------

(RATES PER DESKTOP THEMES TABLE)

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 | 



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|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
|                    |                                      |                |             |