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Agreement#: AG-23875
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ViewCast VP of Marketing Employment Letter

Parties:

Viewcast.com

Sectors: Telecommunications
VIEWPOINT SYSTEMS LETTERHEAD)







January 12, 1995





Mr. A. David Boomstein 1311 Hiwan Trail Huntsville, AL 35802





RE: Offer of Employment



Dear David:



On behalf of Viewpoint Systems, Inc., a Multimedia Access Corporation, (MMAC) subsidiary, I am pleased to extend an offer of employment as Vice President of Marketing, to you. The details of the offer are as follows:



1. Your start date will be contingent upon the terms of your

resignation from your current employment but no later than February 1,



2. Your base salary will be $5,417 per month, payable bi-monthly on or

about the 15th and 30th of each month. This salary will be increased

to $6,050.00 per month when you relocate to Dallas on July 1, 1995.



3. You will be eligible for a Bonus for 1995 based on Viewpoint's

performance to 1995 plan and you achieving pre defined MBO's. For the

period February 1 through July 31, 1995, you will be eligible for a

bonus of $10,000 for successfully implementing five MBO's - these

written MBO's will be defined by Peter W. Craine prior to your start



4. You will be entitled to participate in the Company's standard

benefits plans applicable to all employees, to be described in the

forthcoming MMAC Outline of Benefits. As a VP you will be entitled to

3 weeks vacation.


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