Exhibit
      10.31

    


    [GLOWPOINT
      LETTERHEAD]

    


    March
      28,
      2006

    


    Gerard
      E.
      Dorsey

    [ADDRESS
      REDACTED]

    


    Re:
      Separation
      Agreement Including A General Release

     

    Dear
      Rod:

    


    This
      letter sets forth the terms of our agreement with respect to your separation
      from employment with Glowpoint (“Glowpoint”).

    


    Your
      final date of active employment with Glowpoint will be April 7, 2006 (the
      "Separation Date"). As of the Separation Date, except as specifically provided
      in this Agreement, all compensation, including bonuses, and all other benefits
      and perquisites of employment will cease.

    


    You
      will
      receive your regular pay through the Separation Date.

    


    Following
      the Separation Date, you will be entitled to receive payment for the vacation
      time that you have accrued during 2006 in the gross amount of $5,653.85, less
      authorized and required deductions.

    


    You
      may
      elect to continue your medical coverage at the prevailing active employee
      rate(s) as provided by the Consolidated Omnibus Budget Reconciliation Act of
      1986 (“COBRA”). Additional information concerning your COBRA rights will be
      provided separately.

    


    If
      the
      terms of this Agreement are accepted by you and if you return a fully executed
      original of this Agreement as described below, and on or prior to the Separation
      Date you return to Glowpoint all of Glowpoint's property in your possession,
      and
      do not revoke your acceptance, you will receive:

    


    (i)
      salary continuation benefits equal to $9,623.08 every two weeks, in accordance
      with Glowpoint's regular payroll practice, less authorized and required
      deductions, for a period of 6 months (the "Salary Continuation Period"), to
      commence on the day after the Separation Date;

    


    (ii)
      a
      bonus of $29,401.01, less authorized and required deductions, which represents
      30% of the 2005 target bonus set forth in the Employment Agreement between
      you
      and Glowpoint dated December 7, 2004 (the "Employment Agreement"), to be paid
      to
      you ten days after the Separation Date; 

    


    (iii)
      accelerated vesting of options to purchase 41,667 shares of Glowpoint common
      stock granted to you pursuant to the Employment Agreement; and

    


    (iv)
      an
      extended post-employment exercise period for all vested options held by you
      to
      one hundred eighty (180) days following the Separation Date.  

    


    The
      benefits described above shall be referenced in this Agreement collectively
      as
      the "Separation Benefits."


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    In
      exchange for Glowpoint providing you with the Separation Benefits, and for
      other
      good and valuable consideration, you hereby waive all claims against Glowpoint,
      and release and discharge Glowpoint, its affiliated, related, parent or
      subsidiary corporations, and their present and former directors, officers,
      and
      employees from liability for any claims or damages you may now have or ever
      have
      had against Glowpoint or any of them, whether known or unknown, including,
      but
      not limited to, any alleged violation of the Age Discrimination in Employment
      Act, as amended, the Older Worker Benefits Protection Act; Title VII of the
      Civil Rights of 1964, as amended; Sections 1981 through 1988 of Title 42 of
      the
      United States Code; the Civil Rights Act of 1991; the Equal Pay Act; the
      Americans with Disabilities Act; the Rehabilitation Act; the Family and Medical
      Leave Act; the Fair Labor Standards Act; the Employee Retirement Income Security
      Act of 1974, as amended; the Worker Adjustment and Retraining Notification
      Act;
      the National Labor Relations Act; the Fair Credit Reporting Act; the
      Occupational Safety and Health Act; the Uniformed Services Employment and
      Reemployment Act; the Employee Polygraph Protection Act; the Immigration Reform
      Control Act; the retaliation provisions of the Sarbanes-Oxley Act of 2002;
      the
      New Jersey Law Against Discrimination; the New Jersey Conscientious Employee
      Protection Act; the New Jersey Family Leave Act; the New Jersey Wage and Hour
      Law; the New Jersey Equal Pay Law; the New Jersey Occupational Safety and Health
      Law; the New Jersey Smokers’ Rights Law; the New Jersey Genetic Privacy Act; the
      New Jersey Fair Credit Reporting Act; the retaliation provisions of the New
      Jersey Workers’ Compensation Law (and including any and all amendments to the
      above) and/or any other alleged violation of any federal, state or local law,
      regulation or ordinance, and/or contract or implied contract or tort law or
      public policy claim, having any bearing whatsoever on your employment by and
      the
      termination of your employment with Glowpoint, including, but not limited to,
      any claims asserting wrongful termination or discharge, breach of contract,
      negligent or intentional infliction of emotional distress, negligent or
      intentional misrepresentation, negligent or intentional interference with
      contract, fraud, disparagement, defamation, or claims for back pay, vacation
      pay, sick pay, severance, wage, commission or bonus payment, attorneys’ fees,
      costs, expenses and/or future wage loss. Glowpoint releases and discharges
      you
      of and from any and all manner of actions and causes of action, suits, debts,
      claims, and demands whatsoever in law or in equity, which Glowpoint ever had,
      now has or hereafter may have, by reason of any matter, cause or thing
      whatsoever, from the beginning of time until the date of execution of this
      Agreement.

    


    You
      agree
      not to disclose any confidential or proprietary information or know-how
      belonging to Glowpoint or acquired by you during your employment with Glowpoint
      as described in the Confidentiality and Non-Disclosure Undertaking (“Proprietary
      Agreement”) contained in the Glowpoint Employee Handbook. You acknowledge that
      the Proprietary Agreement remains in effect after your employment with Glowpoint
      ends. 

    


    You
      agree
      that with reference to your past relationship with Glowpoint, you shall not
      disparage or denigrate Glowpoint or any person or entity known by you to be
      an
      affiliate, agent, officer, director or employee of Glowpoint. With reference
      to
      its past relationship with you, Glowpoint agrees that it shall not, and shall
      take reasonable action to cause its officers, directors and employees not to,
      disparage or denigrate you.

    


    You
      represent that as of the Separation Date you will have returned to Glowpoint
      all
      Glowpoint property (including without limitation, keys to all offices and
      facilities, mobile telephones, employee handbooks, business cards, client files,
      corporate credit cards, telephone calling card, files, sales material) in your
      possession and you will not have retained any reproductions of these
      items.

     

    You
      understand and agree that this Agreement shall be maintained in strict
      confidence, and that you shall not disclose this Agreement or any of its terms
      to any other person unless required by law.

     

    You
      acknowledge that your promise not to disclose confidential and proprietary
      information belonging to Glowpoint and your promise not to disclose the terms
      of
      this Agreement are material terms of the Agreement without which Glowpoint
      would
      not provide the payments discussed in this Agreement. In addition to any other
      remedy available to Glowpoint, in the event that you file a lawsuit or
      administrative charge relating to any claim released in this Agreement, or
      if
      you disclose confidential or proprietary information or disclose the terms
      of
      the Agreement, you will return to Glowpoint all sums paid and other
      consideration granted to you pursuant to this Agreement.

     

    The
      making of this Agreement is not intended, and shall not be construed, as an
      admission that Glowpoint has violated any federal, state or local law, ordinance
      or regulation, breached any contract, or committed any wrong whatsoever against
      you.

     

    This
      Agreement contains the entire agreement between you and Glowpoint regarding
      the
      termination of your employment, and supersedes and terminates any and all
      previous agreements and understandings between you and Glowpoint, whether
      written or oral (including, without limitation, the Employment Agreement);
      except that the Proprietary Agreement between you and Glowpoint remains in
      full
      force and effect. This Agreement may not be changed orally, and no modification,
      amendment or waiver of any of the provisions contained in this Agreement, nor
      any future representation, promise or condition in connection with the subject
      matter of this Agreement shall be binding upon either party unless made in
      writing and signed by such party. You acknowledge that Glowpoint has made no
      promises, commitments or representations to you other than those set forth
      in
      this Agreement, and that you have not relied upon any statement or
      representation made by or behalf of Glowpoint with respect to the basis or
      effect of this Agreement or otherwise. 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    It
      is
      understood that you will have twenty-one days to consider the terms of this
      Agreement (although you need not use all twenty-one days). During the twenty-one
      day period and before signing below, you have the right to consult with an
      attorney regarding the terms of this Agreement, at your own expense. You agree
      that if you execute this Agreement before the end of the twenty-one day period,
      such early execution was completely voluntary, and that you had ample time
      in
      which to review this Agreement with your attorney. You acknowledge that you
      have
      elected to sign this Agreement voluntarily. Your signature below indicates
      that
      you are entering into this Agreement freely, knowingly and voluntarily, with
      a
      full understanding of its terms. You also will have seven days to revoke this
      Agreement after you sign this Agreement by providing me with written notice
      of
      your desire to revoke this Agreement (delivered by hand or by registered or
      certified mail, return receipt requested), provided such writing is received
      by
      me no later than 11:59 p.m. on the seventh (7th) day after your execution of
      this Agreement. This Agreement will not become fully effective and enforceable
      until after the expiration of the seven-day revocation period. You understand
      that your acceptance of the Separation Benefits at any time more than seven
      days
      after you sign this Agreement confirms that you did not revoke your assent
      to
      this Agreement and, therefore, that it is fully effective and
      enforceable.

    


    Finally,
      by your signature below, you acknowledge each of the following: (a) that you
      have read this Agreement or have been afforded every opportunity to do so;
      (b)
      that you are fully aware of the Agreement’s contents and legal effect; and (c)
      that you have chosen to enter into this Agreement freely, without coercion
      and
      based upon your own judgment and not in reliance upon any promises made by
      Glowpoint or any of its representatives other than those contained in this
      letter.

     

    This
      Agreement shall be governed by the laws of the State of New Jersey and the
      parties in any action arising from this Agreement shall be submitted to
      arbitration that will be held in New Jersey, before a mutually agreed upon
      single arbitrator licensed to practice law. The arbitrator shall have authority
      to award or grant legal, equitable, and declaratory relief. Such arbitration
      shall be final and binding on the parties.

     

    If
      this
      letter comports with your understanding of our Agreement, please sign on the
      line provided below and return the original via overnight mail to me in a
      confidential envelope.

     

    
      	 	
              Sincerely,

            
	 	 
	 	
              /s/
                Rochelle A B Wilson

            
	 	 
	 	
              Rochelle
                A B Wilson, 

            
	 	
              Director,
                Human Resources 

            
	 	
              Glowpoint
                

            


    

    


    


    I
      have
      read and understand the Agreement above and agree to be bound by its terms
      and
      conditions.

     

    


    


    


    
      	
              /s/
                Gerard E. Dorsey

            	
              Dated:
                3/28/06        

            
	
              Gerard
                E. Dorsey