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                                                                    EXHIBIT 10.1

         VIEWCAST.COM, INC. EMPLOYEE STOCK PURCHASE PLAN AMENDMENT NO.1

         Section 12 of the ViewCast.com, Inc. Employee Stock Purchase Plan is
hereby amended to read as follows:

         "12.  (a) The maximum number of shares of the Company's Common Stock
which shall be made available for sale under the Plan shall be 500,000 shares,
subject to adjustment upon changes in capitalization of the Company as provided
in Section 18 hereof. If on a given Exercise Date the number of shares with
respect to which options are to be exercised exceeds the number of shares then
available under the Plan, the Company shall make a pro rata allocation of the
shares remaining available for purchase in as uniform a manner as shall be
practicable and as it shall determine to be equitable.

               (b) The participant will have no interest or voting right in
shares covered by his option until such option has been exercised.

               (c) Shares to be delivered to a participant under the Plan will
be registered in the name of the participant or in the name of the participant
and his or her spouse."