On May 29, 2007 Viewpoint Corporation, Overture Services, Inc. and Overture Search Services (Ireland) Limited executed Amendment No. 5 to the Overture Master Agreement entered into as of January 14, 2004, as amended by (i) Amendment No. 1 to the Overture Master Agreement, entered into as of May 11, 2004, (ii) Amendment No. 2 to the Overture Master Agreement, entered into as of December 1, 2004, (iii) Amendment No. 3 to the Overture Master Agreement, entered into as of October 26, 2005 and (iv) Amendment No. 4 to the Overture Master Agreement entered into as of June 2, 2006, which provides Viewpoint with the ability to provide Yahoo! News Results. Amendment No. 5 to the Master Agreement provides Viewpoint with the ability to deliver Yahoo! Shopping Results, increases the potential revenue share percentage paid by Overture Services, Inc. and Overture Search Services (Ireland) Limited to Viewpoint Corporation and provides additional territories where Viewpoint Corporation can provide Yahoo! Search results. Amendment No. 5 to the Overture Master Agreement is filed on a confidential basis with the Securities and Exchange Commission with certain terms marked as confidential.

The foregoing is a summary of the terms of Amendment No. 4 and Amendment No. 5 to the Overture Master Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4 and Amendment No. 5 to the Overture Master Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2.

On May 24, 2007, Viewpoint Corporation (the “Company”) received written notification from the NASDAQ Listing Qualifications Department that the Staff had approved the Company’s application to transfer the listing of the Company’s common stock from The Nasdaq Global Market to The Nasdaq Capital Market. The Company’s securities commenced trading on The Nasdaq Capital Market effective May 29, 2007.

On May 30, 2007, the Company received notification that although it did not regain compliance with Marketplace Rule 4450(a)(5) by May 29, 2007, it met all of the initial inclusion criteria for The Nasdaq Capital Market set forth in Marketplace Rule 4310(c) (except for bid price) on that date. The Company in accordance with Marketplace Rule 4310(c)(8)(D), has been provided an additional 180 calendar day compliance period while listed on The Nasdaq Capital Market, or until November 26, 2007 to regain compliance. To regain compliance, the bid price of the Company’s common stock must close at $1.00 per share or more for a minimum of ten consecutive business days at any time before November 26, 2007, subject to certain exceptions.

If the Company does not demonstrate compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Marketplace Rule 4310(c)(4) by November 27, 2007, the Company will be notified that its securities will be delisted. At that time, the Company may appeal NASDAQ’s determination to delist its securities to a Listing Qualifications Panel.