**Exhbit
10.6**


**SECOND AMENDMENT TO FINANCING AGREEMENT**


This Second Amendment to Financing Agreement (this
“**Amendment**”),****dated as of March 16, 2005,
is entered into by and between VIEWSONIC CORPORATION, a Delaware corporation
(the **“Company**”),****and THE CIT
GROUP/BUSINESS CREDIT, INC., a New York corporation, as the agent (the
**“Agent**”) for the lenders party to the Financing Agreement
(defined below) from time to time (the “**Lenders**”) and as a
Lender.

**RECITALS**

A. The Company, the Agent and the Lenders previously entered
into that certain Financing Agreement dated as of December 18, 2001 (as amended,
supplemented, restated and modified from time to time, the “**Financing
Agreement**”), pursuant to which the Lenders provide loans and other
financial accommodations to the Company from time to time.

B. The Agent and the Lenders have agreed to amend the
Financing Agreement subject to the terms and conditions of this Amendment.

**AGREEMENT**

NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and agreements set forth below and other valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:

1. Definitions. Capitalized terms used herein,
including in the Recitals hereto, and not otherwise defined herein have the
respective meanings set forth in the Financing Agreement.

2. Amendments. The Financing Agreement is hereby
amended as follows:

(a) The following defined terms are hereby added to Section 1
of the Financing Agreement in alphabetical order:

**Average Availability Test** has the meaning
given to it in Section 7.10(a).

**Current Assets** shall mean those assets of
the Company (on a consolidated basis) which, in accordance with GAAP, are
classified as current.
**Current Liabilities** shall mean those
liabilities of the Company (on a consolidated basis) which, in accordance with
GAAP, are classified as “current.”
**Current Ratio** shall mean the ratio
determined by dividing Current Assets by the sum of, without duplication,
Current Liabilities and the maximum dollar amount of all redeemable preferred
stock of Company held by Intel Corporation and its Affiliates.
**Eligible In Transit Inventory** shall mean
that portion of the Company's Inventory which the Agent otherwise determines to
be Eligible Inventory and which also satisfies the following additional
requirements: (i) such Inventory is1insured against loss, damage, hazards and risks and in amount
satisfactory to Agent in its discretion and the benefits of the insurance have
been assigned to Agent; (ii) Agent has received appropriate documentation
evidencing title in such Inventory and all other relevant shipping documents
(such documents, at a minimum, to include clean, straight on-board bills of
lading issued by the relevant carrier naming Company, or at Agent's requests,
Agent as consignee, together with a commercial invoice describing such Inventory
and, if applicable, a Certificate of Inspection and Certificate of Origin),
provided that, until such time as Agent notifies Company that Company must
deliver the documents evidencing title and other shipping documents to Agent,
Company shall hold such documents in trust as custodian for Agent, it being
understood that Agent may require delivery to it of originals of such documents;
(iii) Agent has received a Custom Broker's Consent Agreement in form and
substance acceptable to Agent and, if requested by Agent, a Freight Forwarder's
Consent Agreement in form and substance acceptable to Agent; (iv) such Inventory
has not yet arrived at a port in the United States; and (v) Agent has filed all
documents necessary to establish or maintain a first priority perfected security
interest in such Inventory.

**Incremental Advance Criteria** shall mean:
(i) the Trailing Three Month EBITDA Covenant; and (ii) the Current Ratio
covenant each set forth in Section 7.10(a), whether or not compliance with
either covenant is then required under Section 7.10(a) due to the Company’s
satisfaction of the Average Availability Test.

**Incremental Inventory Revolving Loans**
shall mean those Revolving Loans which are based on the incremental Availability
created by Section (b)(ii)(y) of the definition of Borrowing Base.

**Liquidity Ratio** shall mean the ratio
determined by dividing Current Assets by the sum of, without duplication,
Current Liabilities, the outstanding Revolving Loans, the current portion of
Permitted Indebtedness, and the maximum dollar amount of all redeemable
preferred stock of Company held by Intel Corporation and its Affiliates.

**Second Amendment to Financing Agreement**
shall mean that certain Second Amendment to Financing Agreement dated as of
February 16, 2005 by and between the Company, the Agent, and the Lender(s).

**Trailing Three Month EBITDA Covenant** has the
meaning given to it in Section 7.10(a).”

(b) The definition of “Anniversary Date” in Section 1 of the
Financing Agreement is hereby amended and restated in its entirety to read as
follows:

“**Anniversary Date** shall mean the date
occurring three (3) years from the date of the Second Amendment to Financing
Agreement and the same date in each year thereafter.”2(c)  The definition of “Availability Reserve” in Section 1 of
the Financing Agreement is hereby amended by amending and restating in full the
last sentence thereof to read as follows:
“Without limiting the foregoing, Agent may in its sole discretion
establish a reserve for Company’s accrued warranty liability to be calculated in
the following manner, subject however to Agent’s right to change such
calculation in accordance with Section 7.14 or in its discretion, reasonable
exercised:

Book warranty liability times 65% less the excess of 85% of the net
orderly liquidation value over Fifteen Million Dollars ($15,000,000) of the
Eligible In Transit Inventory.”

(d) The definition of “Borrowing Base” is hereby amended and
restated in its entirety to read as follows:

**Borrowing Base** shall mean the sum
of:

(a) eighty five percent (85%) of the Company's aggregate
outstanding Eligible Accounts Receivable less the greater of:

(i)  that portion of dilution (excluding inter-company
accounts) exceeding 5% calculated on a rolling three month average (if dilution
does exceed 5% as determined by Agent, the advance rate shall be reduced by 1%
for each percentage of dilution in excess of 5%) or

(ii)  Company's accrued promotional expense liability
balance,

plus

(b) the lesser of clause (i), (ii) and (iii) below:

(i)      (x) sixty percent
(60%) of the aggregate value of the Company's Eligible Inventory, valued at the
lower of cost or market, on a first in, first out basis, or

(y)
 if the Company is in compliance with the Incremental Advance Criteria and
no Default has occurred and is continuing and no Event of Default has occurred
unless, in the case of an Event of Default, such Event of Default has been cured
to the extent expressly curable under and in conformity with the terms of this
Agreement, sixty five percent (65%) of the aggregate value of the Company's
Eligible Inventory, valued at the lower of cost or market, on a first in, first
out basis,

(ii)   (x)  eighty five percent (85%) of the net orderly
liquidation3value of the Company's Eligible Inventory (as determined by
appraisal pursuant to Section 6.3), or

(y) if the
Company is in compliance with the Incremental Advance Criteria and no Default
has occurred and is continuing and no Event of Default has occurred unless, in
the case of an Event of Default, such Event of Default has been cured to the
extent expressly curable under and in conformity with the terms of this
Agreement, a percentage of the aggregate value of the Company's Eligible
Inventory, valued at the lower of cost or market, on a first in, first out
basis, which is equivalent to eighty five percent (85%) of the net orderly
liquidation value of the Company's Eligible Inventory (as determined by
appraisal pursuant to Section 6.3) plus twenty (20) basis points, but not
to exceed sixty five percent (65%), provided that the aggregate
incrememental Availability provided by this clause (b)(ii)(y) must not exceed
Fifteen Million Dollars ($15,000,000) at any time,

(iii)
    the Inventory Loan Cap,

less

(c)  any applicable Availability Reserves.

In no event shall the aggregate Availability based on Eligible In
Transit Inventory exceed Fifteen Million Dollars ($15,000,000) at any time.”

(e) The definition of “Early Termination Fee” is hereby
amended and restated in its entirety to read as follows:

“**Early Termination Fee** shall: (a)
mean the fee the Agent on behalf of the Lenders is entitled to charge the
Company in the event the Revolving Line of Credit or this Financing Agreement is
terminated on any Early Termination Date; and (b) be determined by multiplying
the Revolving Line of Credit by (x) two percent (2%) if the Early Termination
Date occurs on or before one (1) year from the date of the Second Amendment to
Financing Agreement, and (y) one half of one percent (0.5%) if the Early
Termination Date occurs after one (1) year from the date of the Second Amendment
to Financing Agreement but on or before two (2) years from the date of the
Second Amendment to Financing Agreement.”

(e) Subsections (c) and (e) of the definition of “Eligible
Inventory” in Section 1 of the Financing Agreement are hereby amended and
restated in their entirety to read as follows:

“(c) Inventory not present in the United States of America other
than Eligible Inventory In Transit,”4and

“(e)  all Inventory in transit other than Eligible Inventory In
Transit, and”
The defined term “In Transit Inventory” is hereby deleted in its
entirety from the Financing Agreement.
(f) The definition of “Inventory Line Cap” is hereby amended
and restated in its entirety to read as follows:

“**Inventory Line Cap**shall mean one
hundred percent (100%) of the amount calculated by the formula set forth in
clause (a) of the definition of Borrowing Base.”

(g) The definition of “Line of Credit” in Section 1 of the
Financing Agreement is hereby amended by replacing “$50,000,000” as it appears
therein with “$60,000,000.”

(h) The definition of “Line of Credit Fee” in Section 1 of
the Financing Agreement is hereby amended and restated in its entirety to read
as follows:

“**Line of Credit Fee** shall: (a) mean the
fee due the Agent at the end of each month on the Line of Credit (based on
$60,000,000), and (b) be determined by multiplying the difference between (i)
the Revolving Line of Credit, and (ii) the sum, for said month, of (x) the
average daily balance of Revolving Loans plus (y) the average daily balance of
Letters of Credit outstanding for said month, by the per annum percentage under
the column entitled “Line of Credit Fee” set forth in the pricing matrix in
Section 8.20 for the number of days in said month.”

(i) The definition of “Revolving Line of Credit” in Section 1
of the Financing Agreement is hereby amended by replacing “$50,000,000” as it
appears therein with “$60,000,000.”

(j) The third sentence of Section 6.3 of the Financing
Agreement is hereby amended and restated in its entirety to read as follows:

“The Inventory shall be appraised by Emerald Technology LLC or
other appraiser chosen by Agent no more frequently than once per calendar year,
provided the Agent may require appraisals as frequently as Agent
determines in its sole discretion (a) if an Event of Default has occurred, or
(b) during any period that the aggregate outstanding loans advanced pursuant to
clause (b) of the definition of Borrowing Base exceed $10,000,000, it
being understood that all appraisals conducted pursuant to this Agreement are at
the Company’s expense.”

(k) Section 7.5(a) of the Financing Agreement is hereby
amended by replacing “In Transit Inventory” as it appears therein to “Eligible
In Transit Inventory.”5(l) Section 7.9(e) of the Financing Agreement is hereby
amended and restated in its entirety to read as follows:

“Assume, guarantee, endorse, or otherwise become liable upon the
obligations of any person, firm, entity or corporation, except: (i) by the
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (ii) provided no Default
has occurred and is continuing and no Event of Default has occurred unless, in
the case of an Event of Default, such Event of Default has been cured to the
extent expressly curable under and in conformity with the terms of this
Agreement, within six (6) months of the date of the Second Amendment to
Financing Agreement, by applying for and causing to be issued a stand-by Letter
of Credit naming as beneficiary the revolving credit lender for ViewSonic China
Ltd., which Letter of Credit must be in an amount not to exceed Eight Million
Five Hundred Thousand Dollars ($8,500,000), must not be secured by any assets of
Company other than cash, and otherwise must be in form and substance
satisfactory to the Agent.”

(m) Section 7.9(f)(iii) of the Financing Agreement is hereby
amended and restated in its entirety to read as follows:

“(iii) redeem capital stock owned by Intel Corporation;
provided (w) the Company is contractually obligated to redeem such stock,
(x) no Default has occurred and is continuing and no Event of Default has
occurred unless, in the case of an Event of Default, such Event of Default has
been cured to the extent expressly curable under and in conformity with the
terms of this Agreement, (y) in no event shall the aggregate amount of such
redemptions under this clause (iii) exceed $15,000,000 and (z) both before and
after giving effect to any such redemption, the Company shall have not less than
$15,000,000 in excess Availability (exclusive of the incrememental Availability
provided by clause (b)(ii)(y) in the definition of “Borrowing Base”);”

(n) Section 7.10 of the Financing Agreement is hereby amended
and restated in its entirety to read as follows:

**7.10** If at any time a Default has occurred and is
continuing or an Event of Default has occurred unless, in the case of an Event
of Default, such Event of Default has been cured to the extent expressly curable
under and in conformity with the terms of this Agreement, or if at any time the
Company shall fail to have at least $15,000,000 in excess Availability
(exclusive of the incrememental Availability provided by clause (b)(ii)(y) of
the definition of “Borrowing Base”), to be measured on the last Business Day of
each calendar week based on the average excess Availability for the five
Business Days prior to and including such Business Day ("Average Availability
Test"), the Company shall maintain: (a) minimum consolidated EBITDA of at
least Ten Million Dollars ($10,000,000) on a trailing three month basis
("Trailing Three Month EBITDA Covenant"); and (b) a Current Ratio of not
less than 1.1 to 1.0. The financial covenants set forth in this6Section 7.10 will be measured on a monthly basis based on the
Company's most recently issued monthly financial statements and, if the Agent
shall so require in its sole discretion, quarter end and year end financial
statements. With respect to the Trailing Three Month EBITDA Covenant, EBITDA
will be calculated to add back any write-downs for Inventory that have been
reflected on the Borrowing
Base Certificate delivered to the Agent by the Company during the
three month period for which the trailing Three Month EBITDA Covenant is being
tested.

(o) Section 8.2 of the Financing Agreement is hereby amended by
replacing “two percent (2%) per annum” with “one and one-half percent (1.5%) per
annum.”

(p) Section 8.20 of the Financing Agreement is hereby amended
and restated in its entirety to read as follows:

“Notwithstanding anything to the contrary in this Section 8 (but
without limiting the Agent’s right to charge the Default Rate of Interest
pursuant to this Agreement):

(a)  the Chase Bank Rate Loans and Libor Loans shall bear
interest and the Line of Credit Fee shall be calculated pursuant to the below
pricing matrix:


Level
    EBITDA
      Level
    Liquidity
      Ratio
    Margin
      over Chase Bank Rate/ Libor
    Line
      of Credit FeeI
    Greater
      than $40,000,000
    Greater
      than 1.40 to 1
    0.00%/1.75%
    .250%II
    Equal
      to or greater than $40,000,000
    Equal
      to or less than 1.40 to 1
    0.00%/2.00%
    .375%III
    Greater
      than $25,000,000 but less than $40,000,000
    N/A
    0.25%/2.25%
    .375%IV
    Equal
      to or less than $25,000,000
    N/A
    0.50%/2.50%
    .375%

7(b) the Incremental Inventory Revolving Loans shall bear
interest at the Chase Bank Rate plus the applicable margin set forth in
the pricing matrix set forth in Section 8.20(a) plus one half of one
percent (0.50%).”

Exhibit A to the Financing Agreement is hereby amended and restated
by Exhibit A to this Amendment, and Exhibit B to the Financing Agreement is
hereby amended and restated by Exhibit B to this Amendment.

3. Condition Subsequent. No later than ten (10) days
after the date of this Amendment, the Company shall provide the Agent with
updated disclosure schedules in form and substance satisfactory to the Agent
with respect to the Collateral, including, without limitation, the Company’s
investment property and intellectual property.

4. Closing Fee. In consideration for the
accommodations granted by the Agent and the Lenders in this Amendment and in
addition to all other fees and costs, the Company hereby agrees to pay to Agent
for the benefit of the Lenders a nonrefundable closing fee of Fifty Thousand
Dollars ($50,000) which shall be fully earned, due and payable as of the date of
this Amendment (the “**Closing Fee**”), whether or not the
Conditions Precedent have been satisfied.

5. Conditions to Effectiveness. This Amendment shall
become binding upon the Agent and the Lenders only upon the satisfaction of all
of the following conditions precedent (the **“Conditions Precedent”**and the date of satisfaction of all such conditions being referred to
as the **“Amendment Effective Date”**):

(a) The Agent shall have received this Amendment, duly
executed and delivered by the Agent, the Lenders and the Company.

(b) The Company shall have paid the Closing Fee to the
Agent.

(c) The Company shall have delivered to the Agent a
Promissory Note in the form set forth as Exhibit A to this Amendment reflecting
the increased Revolving Line of Credit.

(d) The Company shall have delivered to the Agent officer
certificates, corporate resolutions, and, if required by the Agent in its sole
discretion, opinions of legal counsel, demonstrating and confirming, without
limitation, the Company’s authority and election to enter into and perform this
Amendment and the documents related hereto, all in accordance with Company’s
governing documents and applicable law.

(e) Each of the representations and warranties set forth in
this Amendment shall be true and correct as of the Amendment Effective
Date.

(f) The Agent shall have received such good standing
certificates, updated articles of incorporation and by-laws, documents,
certificates, opinions and information, including, without limitation, any third
party consents, that the Agent shall require, each in form and substance
satisfactory to the Agent.8
6. Representations and Warranties. In order to induce
the Agent and the Lenders to enter into this Amendment, the Company represents
and warrants to the Agent and the Lenders as of the Amendment Effective Date as
follows:

7. Power and Authority. The Company has all
requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Financing Agreement, as amended and supplemented by this Amendment.

(a) Authorization of Agreements. The execution and
delivery of this Amendment by the Company and the performance by the Company of
the Financing Agreement, as amended and supplemented hereby, have been duly
authorized by all necessary action, and this Amendment has been duly executed
and delivered by the Company.

(b) Representations and Warranties in the Financing
Agreement. The Company confirms that as of the Amendment Effective
Date, the representations and warranties contained in Section 7 of the Financing
Agreement are (before and after giving effect to this Amendment) true and
correct in all material respects (except to the extent any such representation
and warranty is expressly stated to have been made as of a specific date, in
which case it shall be true and correct as of such specific date).

8. Miscellaneous.

(a) Reference to and Effect on the Existing Financing
Agreement.

(i) Except as specifically amended or supplemented by this
Amendment and the documents executed and delivered in connection herewith, the
Financing Agreement shall be unmodified and continue in full force and effect
and is hereby ratified and confirmed.

(ii) The execution and delivery of this Amendment and
performance of the Financing Agreement shall not, except as expressly provided
herein, constitute a waiver of any provision of, or operate as a waiver of any
right, power or remedy of the Agent or the Lenders under, the Financing
Agreement or any of the Loan Documents.

(iii) This Amendment shall be construed as one with the
existing Financing Agreement, and the existing Financing Agreement shall, where
the context so requires, be read and construed throughout to incorporate this
Amendment.

(b) Fees and Expenses. The Company acknowledges
that all costs, fees and expenses incurred in connection with this Amendment
will be paid in accordance with Section 8.5 of the Financing Agreement. The
prevailing party in any litigation relating to this Amendment will be entitled
to reimbursement of its reasonable attorneys’ fees and costs.9(c) Headings. Section and subsection
headings in this Amendment are included for convenience of reference only and
shall not constitute a part of this Amendment for any other purpose or be given
any substantive effect.

(d) Counterparts. This Amendment may be executed
in one or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument. Delivery of an
executed counterpart of this Amendment by telefacsimile or electronic file image
shall be equally effective as delivery of an original executed counterpart of
this Amendment.

(e) Waiver of Jury Trial. EACH OF THE PARTIES HERETO
WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE, DEFEND, INTERPRET
OR OTHERWISE CONCERNING THIS AMENDMENT.

(f) Governing Law. This Amendment shall be governed by
and construed according to the laws of the State of California (without
reference to the choice of law provisions thereof).




[The next page is the signature page.]10IN WITNESS WHEREOF,
the parties hereto have duly executed this Amendment as of the date first above
written.

**VIEWSONIC CORPORATION,**
a Delaware corporation

By:      /s/ James A.
Morlan
Name: James A.
Morlan
Title: CFO


**THE CIT GROUP/BUSINESS****CREDIT,
INC.,** a New York corporation,****as Agent

By:/s/
Steven Ogus
Name:Steven Ogus
Title:Vice
President

**THE CIT GROUP/BUSINESS****CREDIT, INC.,**a New York corporation, as Lender

By:/s/
Steven Ogus
Name:Steven
Ogus
Title:Vice
President
11**EXHIBIT A**





**REVOLVING
CREDIT NOTE**











$60,000,000Dated as
of March 16, 2005





FOR VALUE
RECEIVED, the undersigned, ViewSonic Corporation (herein the “Company”), a
Delaware corporation with a principal place of business at 381 Brea Canyon Road,
Walnut, California 91789, hereby, absolutely and unconditionally promises to pay
to the order of **THE
CIT GROUP/BUSINESS CREDIT, INC.** , a New
York corporation, (hereinafter “CIT”) with offices located at 300 South Grand
Avenue, Third Floor, Los Angeles, California 90071, and CIT as agent for the
Lenders (the “Agent”), and any other party which now or hereafter becomes a
lender hereunder pursuant to Section 13 of the Financing Agreement (as herein
defined) hereof (individually a “Lender” and collectively the “Lenders”), in
lawful money of the United States of America and in immediately available funds,
the principal amount of Sixty Million Dollars ($60,000,000), or such other
principal amount advanced pursuant to Section 3 and Section 5 of the Financing
Agreement, such Revolving Loan advances shall be repaid on a daily basis as a
result of the application of the proceeds of collections of the Accounts and the
making of additional Revolving Loans as described in Section 3. Subject to the
terms of the Financing Agreement, the Revolving Loans may be borrowed, repaid
and reborrowed by the Company. A final balloon payment in an amount equal to the
outstanding aggregate balance of principal and interest remaining unpaid, if
any, under this Note as shown on the books and records of the Agent shall be due
and payable on the termination of the Financing Agreement, as set forth in
Section 11 thereof.





The
Company further absolutely and unconditionally promises to pay to the order of
the Agent at said office, interest, in like money, on the unpaid principal
amount owing hereunder from time to time from the date hereof on the dates and
at the rates specified in Section 8, of the Financing Agreement.





If any
payment on this Note becomes due and payable on a day other than a business day,
the maturity thereof shall be extended to the next succeeding business day, and
with respect to payments of principal, interest thereon shall be payable at the
then applicable rate during such extension.





This Note
is one of the Promissory Notes referred to in the Financing Agreement, dated as
of the date hereof, as the same may be amended and restated and in effect from
time to time, among the Company, the Agent, and the Lenders thereto from time to
time (the “Financing Agreement”), and is subject to, and entitled to, all of the
terms, provisions and benefits thereof and is subject to optional and mandatory
prepayment, in whole or in part, as provided therein. All capitalized terms used
herein shall have the meaning provided therefor in the Financing Agreement,
unless otherwise defined herein.





The date
and amount of the advance(s) made hereunder may be recorded on the grid page or
pages which are attached hereto and hereby made part of this Note or the
separate ledgers maintained by the Agent. The aggregate unpaid principal amount
of all advances made pursuant hereto may be set forth in the balance column on
said grid page or such ledgers maintained by the Agent. All such advances,
whether or not so recorded, shall be due as part of this Note.





The
Company confirms that any amount received by or paid to the Agent in connection
with the Financing Agreement and/or any balances standing to its credit on any
of its or their accounts on the Agent’s books under the Financing Agreement may
in accordance with the terms of the Financing Agreement be applied in reduction
of this Note, but no balance or amounts shall be deemed to effect payment in
whole or in part of this Note unless the Agent shall have actually charged such
account or accounts for the purposes of such reduction or payment of this
Note.





Upon the
occurrence of any one or more of the Events of Default specified in the
Financing Agreement or upon termination of the Financing Agreement, all amounts
then remaining unpaid on this Note may become, or be declared to be, immediately
due and payable as provided in the Financing Agreement.





This Note
is executed in renewal, amendment and restatement of, but not in novation,
extinguishment, discharge or satisfaction of the indebtedness evidenced by, that
certain Revolving Credit Note dated December 18, 2001, in the original principal
amount of $50,000,000 made by the Company payable to the order of CIT and the
Agent (as such note has been amended, restated, supplemented or otherwise
modified from time to time, the “ Prior
Note ”). All
amounts outstanding under the Prior Note as of the date hereof shall hereafter
be deemed to be outstanding under, and due and payable in accordance with the
terms of, the Financing Agreement and this Note.





Attest:ViewSonic
Corporation



/s/
Robert
J. RanucciBy:   /s/ James
A. Morlan
Robert J.
Ranucci - SecretaryName
& Title: James A. Morlan, CFO








GRID
SCHEDULE TO REVOLVING CREDIT NOTE
Date
    Loan
    Payment
    Balance





**EXHIBIT
B**





**BORROWING
BASE CERTIFICATE**





**BORROWING
BASE CERTIFICATE--- VIEWSONIC CORPORATION**


Aging
      Dated:Accts
      Receivable Advance Rate:
    85.0%Inventory
      Dated:Inventory
      Advance Rate:
    lesser
      of 60.0% / 85% OLVIncremental Advance Rate:
    lesser
      of 65.0% / 85% OLV + 20 basis pointsInventory OLV or NOLV:**CERTIFICATE
      #:****CERTIFICATE
      DATE:**
 
 **($
      000)**1.Accts
      Receivable per Aging2.Less:
      Ineligible Accts and Reserves2a)Over
      90 days DOI2b)50%
      Cross Aged2c)Foreign
      Accts2d)Conta/Pre-bills/Consigned/Other2e)Inter-company
      Accts2f)Customer
      Cap 35%2g)Credits
      > 90 days3.Total
      Ineligibles:(Lines
      2a thru 2g)4.Eligible
      Accts Receivable:(Line
      1--line 3)4a)Total
      Dilution, 3 mo rolling:4b)5%
      Dilution:4c)Excess
      Dilution:(Line
      4a--Line 4b)4d)Accrued
      Promo/disc/rebate expense:4e)Accrued
      Promo/disc/rebate expense (net of 5% dilution):4f)Less:
      greater of 4c or 4e:4g)Net
      Eligible Accts receivable:5.Available
      Accts Receivable:(Line
      4g x Adv Rate)*Effective
      advance rate*6.Inventory
      per Perpetual:7.Less:
      Ineligibles and Reserves7a)Freight/Duty/Taxes:7b)B
      & C Stock(cust returns/rejects/damaged/demo)7c)Supplies/Parts7d)IQC
      Inspection7e)Inventory
      not in USA—In transit7f)WIP/Consigned/Other7g)Shrinkage7h)Slow
      Moving/LCM8.Total
      Ineligibles and Reserves:(Lines
      7a thru 7h)9.Eligible
      Inventory In Transit (not greater than $15,000,000)10.Total
      Eligible Inventory:(Line
      6-- Line 8 + Line 9)11.Available
      Inventory:11a)Available
      Inventory at Cost:I)If
      not in compliance with Incremental Advance Criteria
      (Line 10 x .60)II)If
      in compliance with Incremental Advance Criteria and no Default/Event of
      Default
      (Line
      10 x .65)11b)Available
      inventory at net OLVI)If
      not in compliance with Incremental Advance Criteria
      (Line
      10 x .85 x OLV %)II)If
      in compliance with Incremental Advance Criteria and no Default/Event of
      DefaultA)(Line
      10 x .85 x OLV% plus 20 basis points)B)Line
      11(b)(I) + $15,000,00012.Available
      Inventory:12a)If
      not in compliance with Incremental Advance Criteria (Least of lines
      11a(I),11b(I))12b)If
      in compliance with Incremental Advance Criteria and no Default/Event of
      Default
      (Least
      of lines 11a(II), 11b(II)(A), 11b(II)(B))*Effective
      advance rate*13.Total
      Available Inventory & Accts Receivable:(Line 5 + Line 12(a)/(b)(as applicable))13a)Revolving
      Line of Credit14.Total
      Available Before Reserves:(Least of Lines 13, 13a)14a)Availability
      Reserves(3 mos. rent)14b)Warranty
      Liability(Liability x .65, less excess of in-transit warranty liability over
      $15,000,000)15.Total
      Available for Borrowing:All-in effective advance rate16.Loan
      and Obligations:16a)Outstanding
      Revolver Balance16b)New
      Advance Request16c)Other
      Obligations/Fees17.Total
      Outstanding Revolver and Obligations:(Line 16a thru line 16c)18.Net
      Availability after Outstandings:(Line 15--line 17)


We hereby
pledge and assign all inventory and/or accounts (“Collateral”) listed above or
annexed hereto. The Collateral is owned by undersigned, free and clear of all
liens, security interest, claims, charges or trusts, legal or equitable, now
existing or which might arise with the passage of time, nor has the Collateral
been previously assigned to CIT. We assign to CIT all proceeds of the
Collateral, all liens or claims relating to or arising from the Collateral. All
proceeds of the Collateral received by undersigned are to be received in trust
for CIT’s benefit and are to be immediately delivered to CIT or per CIT’s
direction. The accounts arise from bona fide sales and delivery of goods or the
due performance of services and are liquidated in amount. There are not offsets,
setoffs, counteraccounts or counterclaims, disputes or defenses of any kind
against any account from any account debtor. All invoices and proofs of delivery
are originals or true copies and all invoices represent the entire agreement
between the undersigned and the account debtor.





This
assignment supplements and is a part of the Loan and Security Agreement (“LSA”)
between CIT and the undersigned. All representations and warranties set forth in
the LSA are restated herein and represented to CIT as true as of the date
hereof, acknowledging CIT’s reliance on said representations and warranties.





**Undersigned:
ViewSonic Corporation**    **Dated** 3/16/2005





/s/James
A. Morlan


Undersigned
Financial Officer








EXHIBIT
“C”





CERTIFIED
COPY OF RESOLUTIONS OF BOARD OF DIRECTORS








I,  Robert J. Ranucci , Secretary of ViewSonic
Corporation, a Delaware corporation, having its principal office at 381 Brea
Canyon Road, Walnut, California 91789, hereby CERTIFY that by unanimous vote of
the Board of Directors of said corporation dated as of the 3rd day of
March, 2005, the following preamble and resolutions were unanimously adopted and
recorded in the minute book of said corporation and do not contravene any
provision of the corporate charter or bylaws and are now in full force and
effect without revocation or change:


WHEREAS,
this corporation, certain financial institutions party thereto from time to time
(the “Lenders”), and The CIT Group/Business Credit, Inc., a New York
corporation, as a Lender and an agent for the Lenders (in its capacity as agent,
the “Agent”), are parties to that certain Financing Agreement dated December 18,
2001 (as amended from time to time thereafter the “Agreement”), and





WHEREAS,
this corporation has requested the Agent and the Lenders to amend certain terms
and provisions of the Agreement and to extend certain financial accommodations
to this corporation,





NOW,
THEREFORE, it is hereby resolved:





1. That
any one or more of the officers of this corporation be, and each hereby is,
authorized and directed, in the name and on behalf of this
corporation:





(a) To
borrow money and obtain credit and other financial accommodations for or on
behalf of this corporation, at any time and from time to time, from the Lenders
and the Agent upon such terms and conditions, including, without limitation,
rate of interest, amortization and maturity, as may be satisfactory to the
Lenders and the Agent, and to execute and deliver to the Agent one or more
agreements, promissory notes, and other evidences of indebtedness including,
without limitation, a Second Amendment to Financing Agreement (collectively, the
“Financing Agreements”), in form and substance satisfactory to the Agent, to
evidence such borrowings, credit and financial accommodations, the execution and
delivery of the Financing Agreements by such officer or officers of this
corporation to be deemed conclusive evidence of the approval by this corporation
of the terms, provisions and conditions thereof;





(b) To
pledge with, or assign to, the Agent, for the benefit of the Lenders, or to
grant to the Agent, for the benefit of the Lenders, a security interest in such
assets and property of this corporation both real and personal as may now or
hereafter be required by the Agent as security for all indebtedness and
obligations of this corporation to the Lenders and the Agent, now existing or
hereafter arising, and to execute and deliver in connection therewith, one or
more deeds of trust to secure debt, assignments or security agreements (the
“Security Agreements”), in form and substance satisfactory to the Agent, the
execution and delivery of the





Security
Agreements by such officer or officers of this corporation to be deemed
conclusive evidence of the approval by this corporation of the terms, provisions
and conditions thereof; and





(c)  To make,
execute and deliver to the Agent any and all financing statements, consents,
certificates, documents, instruments, amendments, papers or writings as may be
required by the Agent in connection with or in furtherance of the Financing
Agreements, the Security Agreements, and any other transactions above described,
the same to be in form and substance satisfactory to the Agent, and to do any
and all other acts necessary or desirable to effectuate the foregoing
resolution, the execution, delivery and performance thereof by such officer or
officers of this corporation to be deemed conclusive evidence of the approval by
this corporation of the terms, provisions and conditions thereof.





2.  That if
an Event of Default exists and is continuing under the Agreement, any bank,
banker or trust company be, and hereby is, authorized and requested upon written
instruction of the Agent to receive for deposit to the credit of the Agent
without further inquiry, all checks, drafts and other instruments for the
payment of money payable to this corporation or its order, and that said bank,
banker or trust company shall be under no liability to this corporation for the
disposition which the Agent may or shall make of said instruments or the
proceeds thereof, and that, solely if an Event of Default exists and is
continuing under the Agreement, any officer or agent of the Agent is hereby
authorized and empowered to endorse the name of this corporation to any and all
checks, drafts, and other instruments payable to this corporation or its
order.





3.  That any
officer of this corporation be, and hereby is, authorized to certify and deliver
to the Agent, under corporate seal, copies of these resolutions.





IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said
corporation this 16th day of March, 2005.


(S E A
L)By:      /s/
Robert
J. Ranucci
Name:Robert
J. Ranucci
Secretary

I,James
A. Morlan,CFOof ViewSonic Corporation, do hereby certify that the foregoing certificate
is, in all respects, true and accurate.


By:    /s/
James A.
Morlan
Name:James
A. Morlan
Title:CFO














**SECRETARY’S
CERTIFICATE**











I,Robert J.
Ranuccihereby
certify that:

1.I am the
duly elected, qualified acting Secretary of ViewSonic Corporation, a Delaware
corporation (the “Company”) and the keeper of its corporate records and
seal;

2.Attached
hereto as Exhibit A is a true, correct and complete copy of the Certificate of
Incorporation of the Company as amended and in effect on and as of the date
hereof;

3.Attached
hereto as Exhibit B is a true, correct and complete copy of the By-Laws of the
Company as amended and in effect on and as of the date hereof;

4.Attached
hereto as Exhibit C is a true, correct and complete copy of the resolutions (the
“Resolutions”) adopted by the Company’s Board of Directors by motion made,
seconded, and unanimously carried on March3,2005 and
such Resolutions are in full force and effect on and as of the date hereof
without revocation, modification or amendment in any respect. No other or
further corporate action by or on behalf of the Company or its shareholders is
necessary or appropriate to authorize the execution, delivery and performance of
the Second Amendment to Financing Agreement; and

5.The
following is a true and complete list of officers of the Company as of
this 16thday of
March, 2005, together with the specimen signatures of such
officers:


**TITLE**
    **NAME
      (Please Print)**
    **SPECIMEN
      SIGNATURE**President
      / CEO
    James
      Chu
    /s/
      James ChuVice
      President / Treasurer
    James
      A. Morlan
    /s/
      James A. MorlanVice
      President / Secretary
    Robert
      J. Ranucci
    /s/
      Robert J. RanucciAssistant
      Secretary
    James
      Chu
    /s/ James
      Chu







IN
WITNESS WHEREOF, I have hereunto signed my name on the date first written
above.
/s/
      Robert J.
      Ranucci
      
      Secretary of ViewSonic Corporation