VIEWPOINT CORP/NY/
LETTER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>y49153ex10-1.txt
<DESCRIPTION>LETTER AGREEMENT
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 10.1

                             [VIEWPOINT LETTERHEAD]

                                                                  March 29, 2001

Mr. Fred Brown
22 Helena Avenue
Santa Barbara, CA 93101

Dear Mr. Brown:

     We are pleased to offer to you the full time, regular position of Executive
Vice President and General Manager with Viewpoint Corporation (the "Company")
commencing on or about April 1, 2001. You will work in our Los Angeles office
and you will report to and work under the direction of Robert E. Rice, Chief
Executive Officer. Our team is excited that you will be joining us.

     1. Compensation. (a) Base Salary. You will be an exempt, salaried employee.
Your base compensation will be $200,000 earned and payable according to the
Company's standard payroll practices and subject to annual review.

     (b) Incentive Compensation. For the remainder of 2001, you will receive
within 30 days following the end of each complete calendar quarterly period you
are employed by the Company, as incentive compensation: (i) one-half of one
percent (0.5%) of all Revenue if Revenue for such quarterly periods is not less
than $5,000,000 or (ii) three-tenths of one percent (0.3%) of all Revenue if
Revenue for such quarterly periods is less than $5,000,000 but not less than
$2,500,000. You will not be entitled to any incentive compensation for any
quarterly period if Revenue is less than $2,500,000. Analogous per quarter
target amounts and incentive compensation payment will be determined by the CEO
prior to the start of each calendar year. For purposes of this agreement,
"Revenue" with respect to any period means the amount of revenue reported by the
Company during such period from sales and licensing of the Company's products,
other than (x) revenues reported on the basis of any "barter" or similar
arrangements and (y) revenues reported from strategic licensing transactions
between the Company and any or all of Macromedia, Inc., Adobe Systems
Incorporated, America Online, Inc. ("AOL") and Microsoft Corporation ("MS"), but
including any transactions with AOL and/or MS involving a revenue share
arrangement between the Company and AOL and/or MS relating to advertising sales.

     2. Benefits. All benefits which the Company may now or hereafter make
available to employees of comparable status to you, other than medical
insurance, will be made available to you as well, on all of the same terms and
conditions. In lieu of medical insurance coverage, the Company will pay to you
$450.00 per month in addition to your base salary.

     3. Stock Option. You will be granted a stock option entitling you to
purchase 400,000 shares of Company common stock at an exercise price per share
equal to the closing price of the Company's common stock as reflected on the
NASDAQ stock exchange on the last day of the month in which your employment
commences (the "Stock Option"). The Stock Option will be subject to the
Viewpoint Corporation 1996 Non statutory Stock Option Plan. Twenty-five percent
of the shares subject to the Stock Option will vest on the first anniversary of
your hire date and, thereafter, the balance will vest at the rate of 1/36th per
month. The options shall expire 10 years from the date of grant (the "Stock
Option Expiration Date").

     4. Termination Without Cause or for Good Reason. If your employment is
terminated by the Company without Cause or by you for Good Reason, whether in
connection with a Change in Control or otherwise, the shares subject to the
Stock Option shall continue to vest for a period of twelve months and you will
receive twelve months' base salary as severance (paid out over the twelve month
period). For purposes of this letter agreement:

          A. "Cause" means (i) a willful failure by you to comply with a
     specific, lawful direction of the Chief Executive Officer or the Board of
     Directors which is related to your duties and responsibilities, (ii)
     performance of any act or failure to perform any act in bad faith and to
     the detriment of the

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     Company, or (iii) commission of a crime involving dishonesty, breach of
     trust, or physical or emotional harm to any person.

          B. "Good Reason" means, without your consent, (i) a significant
     reduction of your duties, authority, or responsibilities relative to your
     duties, authority, or responsibilities immediately prior to such reduction,
     (ii) a change in the level of management to which you report, (iii) a
     Change in Control or the resignation of the current CEO or the termination
     by the Company of the current CEO's employment without cause (as defined in
     the current CEO's employment agreement), or (iv) a reduction of your base
     compensation other than a reduction which is a part of and generally
     consistent with, a general reduction of officer salaries. For the avoidance
     of doubt, termination of the current CEO's employment by the Company for
     cause (as defined in the current CEO's employment agreement) shall not
     constitute Good Reason for purposes of this agreement.

          C. "Change in Control" means the acquisition by any person or entity
     of the beneficial ownership, directly or indirectly, of securities of the
     Company representing 50% or more of the total voting power represented by
     the Company's then outstanding voting securities, the acquisition by any
     person or entity of substantially all of the Company's assets, or a merger
     or consolidation of the Company with any other corporation where the
     Company is not the surviving corporation.

     If your employment is terminated by the Company for Cause or by you without
Good Reason, the shares subject to the Stock Option shall not continue to vest
and you will not be entitled to severance.

     Nothing in the grant of options or otherwise in this offer of employment
should be construed as a guarantee of continued employment for any set period of
time. As with all Viewpoint employees, either party may end the employment
relationship at any time, with or without cause. Employment at Viewpoint is
strictly at the will of each of the parties. This offer, and the enclosed
Viewpoint Employee Invention, Copyright and Secrecy Agreement represent the
entire agreement between you and Viewpoint regarding your employment with the
Company, and supersede any previous oral or written agreements. This offer is
expressly contingent upon your supplying proof of your ability to work in the
United States in compliance with the Immigration Reform and Control Act of 1986,
within three days of your commencement date.

     In acceptance of this position, please sign and return, within three days,
a copy of this letter, together with a signed copy of the Viewpoint Employee
Invention, Copyright and Secrecy Agreement. You should send these documents to
Jeanine Borko, 498 Seventh Ave. 18th Floor. New York, NY. 10018.

     We are delighted that you will be joining Viewpoint. I know I speak for the
rest of the team in saying that we are looking forward to working with you as
you bring your unique and significant skills to the Company. If you have any
questions, please feel free to call me.

                                          Sincerely,

                                          VIEWPOINT CORPORATION

                                          /s/       ROBERT E. RICE
                                          --------------------------------------
                                                      Robert E. Rice
                                                  Viewpoint Corporation

AGREED AND ACCEPTED

/s/         FRED BROWN
--------------------------------------
              Fred Brown

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