EMPLOYMENT TRANSITION AGREEMENT

Dear Jim:

This letter agreement (the “Agreement”) sets forth the terms that ViewSonic Corporation (the “Company”) is offering to you to aid in your employment transition.

1.             RESIGNATION AS CHIEF FINANCIAL OFFICER.  On June 8, 2007, you shall resign from your position as Chief Financial Officer (the “Transition Date”).   This date may be extended by mutual agreement between you and the Company; if this date is extended, then the Transition Date shall be the date after June 8, 2007 that the Company’s new Chief Financial Officer commences employment.  If the Company hires a new Chief Financial Officer prior to June 8, 2007, and the new Chief Financial Officer does not want you to continue in the Chief Financial Officer role until June 8, 2007, then you shall resign your position as Chief Financial Officer (and your job title will change to Executive Advisor) but you shall remain as an employee pursuant to the terms of this Section 1 until June 8, 2007 (and June 8, 2007 shall be deemed to be the Transition Date).  Until the Transition Date, you shall continue to use your best efforts to perform your assigned duties and responsibilities, including, without limitation, the preparation, verification, and filing of the Company’s required SEC filings.  You will continue to receive your full current salary and benefits until the Transition Date, and you will continue to comply with all of the Company’s policies and procedures during this time.  On the Transition Date, the Company will pay you the gross amount of $5,000.00 for you to select and obtain appropriate outplacement services.

2.             TRANSITION PERIOD.   Provided that you: (i) sign this Agreement; and (ii) allow the release contained herein to become effective; and (iii) comply with all of your obligations under this Agreement, then commencing on the Transition Date and continuing until June 30, 2008 (the “Termination Date”), the Company shall retain you as an employee of the Company in the position of Executive Advisor.  This period shall be referred to herein as the “Transition Period.”   During the Transition Period, the following terms will apply:

       (a)             Duties and responsibilities . During the Transition Period, you will be available to provide services to the Company as requested, on a flexible schedule basis.  Your duties will be as assigned by the Company’s CEO and/or new CFO and will include, among other things, assisting the new CFO with his duties and responsibilities and with special projects within the Company’s Finance organization.  You agree to utilize your best efforts in performing your assigned duties during the Transition Period.  The Company agrees to notify you in writing promptly if at any time during the Transition Period it believes that you are not in compliance with your obligations under this Agreement.  The Company further agrees to provide you with twenty (20) days’ notice and opportunity to cure, if curable, at the time such written notice is provided specifying the issues involved.

       (b)             Other work during the Transition Period .  You may engage in employment, consulting or other work relationships in addition to your work for the Company during the Transition Period provided that such employment, consulting or other work relationship is not with a competitor of the Company and does not violate your continuing obligations to maintain the confidence and confidential information of the Company as set forth in the Employee Confidentiality and Invention Assignment Agreement executed by you and incorporated by reference herein and attached hereto as Exhibit A (the “Confidentiality Agreement”).  The Company agrees to make reasonable arrangements to enable you to perform your work for the Company at such times and in such a manner so that it does not unreasonably interfere with other work activities in which you may engage.

       (c)             Transition Period Salary .  From the Transition Date until the Termination Date, the Company will pay you an amount equal to six (6) months of your current base salary (the “Transition Period Salary”).  The Transition Period Salary will be paid in equal installment amounts on the Company’s standard payroll dates during the Transition Period and will be subject to standard deductions and withholdings.

       (d)             Transition Period Benefits .  During the Transition Period, you will be entitled to continue your participation in the following Company benefit plans pursuant to the terms of those plans:  (i) group health medical insurance; (ii) group health dental insurance; (iii) company-sponsored life insurance; (iv) 401(k) plan (including the Company’s matching contribution); and (v) short term and long term disability insurance.  You will not, however, continue to accrue vacation days, sick days or other paid time off during the Transition Period, nor will you be entitled to any automobile allowance during this period.

3.             SEVERANCE HEALTH BENEFITS .  To the extent provided by the federal COBRA law and the state Cal-COBRA law, and by the Company’s current group health insurance policies, you will be eligible to continue your current group health insurance benefits for a period of thirty-six (36) months after the Termination Date.  If you:  (i) timely elect continued health insurance coverage under COBRA and Cal-COBRA; and (ii) sign the Termination Date Release attached hereto as Exhibit B on or within 21 days after the Termination Date; and (iii) allow this Termination Date Release to become effective; then the Company will pay the cost of continuing your health insurance benefits for a period of three (3) months after the Termination Date.

4.             TERMINATION DATE PAYMENT.   As of the Termination Date, you will cease to be employed by the Company in any capacity.  On the Termination Date, the Company will pay you all accrued salary earned through the Termination Date, subject to standard payroll deductions and withholdings.  However, the Company will pay you for all accrued and unused Paid Time Off (“PTO”) on the Transition Date.  You are entitled to payment for all accrued salary, and all accrued and unused PTO, regardless of whether you sign this Agreement.

5.             STOCK OPTIONS. During your employment with the Company, you were granted options to purchase shares of the Company’s common stock (the “Options”) under the Company’s 1999 Stock Option Plan (the “Plan”).  All of the Options currently are vested.  Pursuant to the terms of the Plan, you shall have the right to exercise your Options up to the date that is three (3) months after the Termination Date (the “Post-Termination Date Exercise Period”); provided, however, that if you are unable to exercise your vested Options and sell the shares acquired upon such exercise during the Post-Termination Date Exercise Period due to a lock-up agreement entered into in connection with the Company’s initial public offering, then the Board will extend your Post-Termination Date Exercise Period for an additional thirty (30) days for each full thirty (30) day period during the Post-Termination Date Exercise Period during which the shares acquired upon exercise of your Options are subject to lock-up; provided, however, that in no event shall the Post-Termination Exercise Date be extended to a date that is after December 31, 2008.  Except as modified herein, the Options shall continue to be governed by the terms of the Plan and the applicable grant notices.

6.             LONG TERM INCENTIVE PLAN .  You will continue to participate in the Company’s Long Term Incentive Program (the “Incentive Program”) pursuant to the terms of that Program; provided, however, that you shall be eligible to receive vesting of one-third (1/3) of your Target Award (as defined in the Incentive Program) if the Company meets or exceeds both its Revenue Target and Income Target for the first two quarters of the fiscal year ending December 31, 2007.  For purposes of this Section 6 only, the Performance Targets set forth on Exhibit B to the Incentive Program shall be prorated based upon the first two quarters of fiscal year 2007.    Notwithstanding the terms of the Program, the Determination Date (as defined in the Incentive Program) for you shall occur within thirty (30) days following the date the Company files its Quarterly Report on Form 10-Q with the SEC for the second quarter of fiscal year 2007.  You also hereby waive and release any eligibility or entitlement you may have to any further compensation or benefits under the Incentive Program except as set forth herein.  Except as expressly modified in this Section 6, any compensation or benefits under the Incentive Program shall be governed by the terms of the Incentive Program.

7.             INDEMNIFICATION.   Nothing in this Agreement shall affect any rights you may have to indemnification from the Company or its insurance carriers pursuant to agreement, statute, insurance policy, or otherwise.  The Indemnity Agreement between you and the Company shall remain in full force and effect.

8.             NO OTHER COMPENSATION OR BENEFITS THEREAFTER.   You acknowledge and agree that except as expressly provided in this Agreement, you will not receive any additional compensation, severance or benefits (including, but not limited to, long term disability, short term disability or life insurance) after the Termination Date.

9.             EXPENSE REIMBURSEMENTS.   You agree that within thirty (30) days after the Termination Date, you will submit your request for reimbursement of any business expenses incurred during your employment which have not previously been reimbursed.  The Company will reimburse you for these expenses pursuant to its standard business practice.

10.          RETURN OF COMPANY PROPERTY.   You agree that on or before the Termination Date, you will make a diligent search and return to the Company all Company documents (in electronic, paper or any other form as well as all copies thereof) and other Company property that you have had in your possession at any time, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property including, but not limited to, computers, credit cards, entry cards, identification badges and keys; and any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof).  You agree to make a diligent search for all such Company property.  If you have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company confidential or proprietary data, materials or information, you agree to provide the Company with a computer-useable copy of such information and then permanently delete and expunge such Company confidential or proprietary information from those systems; and you agree to provide the Company access to your system as requested to verify that the necessary copying and/or deletion is done.  You agree that, after the Termination Date, you will neither use nor possess Company property.

11.          PROPRIETARY INFORMATION OBLIGATIONS.   You acknowledge your continuing obligations under your Confidentiality Agreement, which you entered into when you began your employment with ViewSonic.

12.          NONDISPARAGEMENT.   You agree not to disparage the Company, and its officers, directors, employees, shareholders and agents, in any manner likely to be harmful to it or them, or to its or their business, business reputation or personal reputation; provided that you shall respond accurately and fully to any question, inquiry or request for information when required by legal process.  You further agree that any material breach of this provision on your part shall be considered a material breach of this Agreement. The Company likewise agrees that its management shall not disparage you in any manner likely to be harmful to your future employment, business reputation, or personal reputation, provided that you refer all inquiries about you to the attention of Tim Ashcroft and the Company shall respond accurately and fully to any question, inquiry, or request for information when required by legal process.  The Company agrees that any material breach of this provision on its part shall be considered a material breach of this Agreement; provided, however, that even in the event of a material breach of this Section 12 by the Company, your Releases set forth in Sections 14, 15, and 16, and Exhibit B, herein shall remain in full force and effect.  Both you and the Company agree to provide each other with immediate written notice of a claimed breach of this provision and to meet and confer in good faith over any alleged breach prior to ceasing performance or filing a demand for arbitration hereunder.

13.          NO WORKERS’ COMPENSATION OR LEAVE CLAIMS.   You acknowledge and agree that you have not filed any claims for workers’ compensation, short-term disability, or long-term disability nor are you aware of any medical condition that could give rise to such a claim.   You also agree that you have received any leave benefits to which you are entitled pursuant to the federal Family and Medical Leave Act and similar state statutes.

14.           RELEASE BY YOU.   In exchange for the benefits to be provided under this Agreement (including the Transition Period compensation and benefits and Severance Health Benefits), and other consideration under this Agreement to which you would no