no4.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing








EX-10.1

 


***CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS AMENDMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST.  OMISSIONS ARE DESIGNATED AS [***].  A COMPLETE VERSION OF
THIS AMENDMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 

	
EXECUTION 
		 
		
      Contract No. 204081-4 
	    







June 2, 2006 


Viewpoint Corporation 

498 7th Avenue 

New York, New York 10018 

Attention: Andrew J. Graf 


Dear Mr. Graf: 


      This letter agreement amends the Overture Master Agreement between Overture Services, Inc. and Viewpoint Corporation, dated as of January 14, 2004, as amended (the “Agreement”). Capitalized terms used herein but
not defined herein shall have the meanings ascribed to such terms in the Agreement. 


      Overture and Publisher desire to amend the Agreement as follows: 

	
1.      		
News Search Results. The following is inserted immediately before the last sentence of Section 1 of the Agreement:	
	 
	 	
      x      New Search Results – Rider D	
	 
	
2.      		
News Search Rider. Rider D attached hereto is hereby attached as Rider D to the Agreement.	
	 



In the event of conflict between the terms and conditions of the Agreement and the terms and conditions of this letter agreement, the terms and conditions of this letter agreement will control. Except as amended by this
letter agreement, the Agreement will remain in full force and effect in accordance with its terms. Executed counterparts will each be deemed originals. The parties may rely on facsimile copies of this letter agreement as if they are originals.


	 	
Signed: 
		 	 
		 

	
	 	 	 	 	 
	 	
VIEWPOINT CORPORATION 
		 	 
		
OVERTURE SERVICES, INC. 
	
	 	 	 	 	 
	 	
 By: /s/ Patrick Vogt                 
		 	 
		 By: /s/
	      Dean Stackel                  
	 	 	 	 	 
	 	
Name: Patrick Vogt                  
		 	 
		Name: Dean Stackel                   
	 	 	 	 	 
	 	
Title: CEO             
                   
		 	 
		Title: VP - BD         
	                     














 

	EXECUTION 	Contract No. 204081-4 
	 


 


RIDER D

NEWS SEARCH RESULTS 

 

	1. 	Definitions.
        As used in the Agreement, the following capitalized terms have the meanings
        set forth below. Unless otherwise defined in this Rider D, capitalized
    terms shall have the meanings set forth in other parts of this Agreement. 	 
	 	 	 
	 	 	(a) 	“News
          Search Results” means the
          search results provided to Publisher by Overture pursuant to this Rider
          D, which search results contain information and content from internet
    news sources. 	 
	 	 	 	 	 
	 	 	(b) 	“News
    Search Results [***]. 	 
	 	 	 	 	 
	 	 	(c) 	“News
          Search Query” means any search
          conducted on or through the Toolbar for which such user has selected
    the Toolbar’s news search functionality. 	 
	 	 	 
	2. 	Delivery
          of News Search Results; Fees.
          Subject to the restrictions contained herein, Overture will provide
          News Search Results to Publisher [***]. Each News Search Query will
          return [***] News Search Results provided that the News Search Query
          term corresponds to [***] relevant News Search Results. Additional
          sets of News Search Results will be sent to Publisher when available
    when a user clicks on a “Next” link. [***]. 	 
	 	 	 
	3. 	Implementation
          of News Search Results and Link; Branding.
          Implementation of News Search Results and link shall be in accordance
          with [***]. Overture branding shall be in accordance with [***] and
    otherwise compliant with Exhibit 4 to the Overture Master Agreement. 	 
	 	 	 
	4. 	No
          News Search in Third Party Toolbars.
          In no event will Publisher include in any Toolbar created for, or otherwise
          distributed by, third parties any link to News Search Results or otherwise
    permit News Search Queries to originate therefrom. 	 
	 	 	 
	5. 	Right
    to Terminate [***] 	 


 

 










 

	EXECUTION	 Contract No. 204081-4 
	 


 


EXHIBIT 1 TO RIDER D 


MOCK-UPS 


[***]