VIEWPOINT CORP
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>y91814exv10w2.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT

      REGISTRATION RIGHTS AGREEMENT, dated as of November 12, 2003 (the
"Agreement") by and between Viewpoint Corporation, a Delaware corporation (the
"Company"), and Federal Partners, L.P., a Delaware limited partnership (the
"Purchaser").

                               W I T N E S S E T H

      WHEREAS, in connection with the Stock Purchase Agreement by and between
the parties hereto of even date herewith (the "Stock Purchase Agreement"), the
Company has agreed, upon the terms and conditions set forth therein, to issue
and sell 3,125,000 shares of its common stock, par value $.001 per share (the
"Common Stock"), to the Purchaser.

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

      1. Certain Definitions.


      As used in this Agreement, the following terms shall have the meanings
ascribed to them below:

      "Commission": the Securities and Exchange Commission or any successor
agency.


      "Common Stock": Common Stock, par value $.001 per share, of the Company.


      "Person": any natural person, corporation, partnership, limited liability
company, firm, association, trust, government, governmental agency or other
entity, whether acting in an individual, fiduciary, or other capacity.

      "Purchaser" or "Purchasers": the Purchaser identified in the Preamble
hereto and any other Person who shall hereafter acquire Registrable Securities
from the Purchaser and to whom the Purchaser assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in
accordance with Section 3.4(a).

      "Registrable Securities": shares of Common Stock acquired pursuant to the
Stock Purchase Agreement; provided, that any shares of Common Stock constituting
Registrable Securities shall cease to be such at such time as (A) they are
distributed to the public pursuant to a registration statement under the
Securities Act or Rule 144 thereunder, (B) they become subject to resale
pursuant to Rule 144(k) under the Securities Act (or any successor provision)
("Rule 144"), (C) the Purchaser thereof may sell all such shares held by such
Purchaser in a single 90-day period under Rule 144 because such shares
constitute not more than 1.0% of the outstanding shares of Common Stock
(provided, in the case of clause (B) and this clause (C), that any shares which
cease to be Registrable Securities by operation of such clauses shall again
become Registrable Securities if such shares can no longer be sold in a single
90-day period pursuant to Rule 144), or (D) they shall have otherwise been
transferred and the new certificate evidencing
<PAGE>
ownership thereof does not bear a restrictive legend pursuant to the Securities
Act and is not subject to a stop transfer order delivered by or on behalf of the
Company.

      For all purposes of this Agreement, a "majority in interest" of the
Purchasers or a group thereof shall be determined on the basis of the
Registrable Securities held by them.

      "Registration Statement" means the registration statement or registration
statements filed under the Securities Act covering the Registrable Securities.

      "Securities Act": the Securities Act of 1933, as amended.

      2. Registration Rights.


      2.1 Mandatory Registration.


      (a) The Company shall prepare, and, as soon as practicable but in no event
later than 45 days after the Closing (as defined in the Stock Purchase
Agreement) (the "Filing Deadline"), file with the Commission a Registration
Statement covering the resale of all of the Registrable Securities. The
Registration Statement prepared pursuant hereto shall register for resale all of
the Registrable Securities. The Company shall use its reasonable best efforts to
have the Registration Statement declared effective by the SEC as soon as
practicable, but in no event later than the date which is 90 days after the
Closing Date (the "Effectiveness Deadline").

      (b) The registration pursuant to this Section 2.1 shall be on Form S-3 (or
any equivalent successor form), if permitted.

      2.2 Effect of Failure to File and Obtain and Maintain Effectiveness of
Registration Statement.


      If (i) a Registration Statement covering all the Registrable Securities
required to be covered thereby and required to be filed by the Company pursuant
to this Agreement is (A) not filed with the SEC on or before the respective
Filing Deadline or (B) not declared effective by the SEC on or before 30 days
after the respective Effectiveness Deadline or (ii) on any day after such
Registration Statement has been declared effective by the SEC sales of all the
Registrable Securities required to be included on such Registration Statement
cannot be made pursuant to such Registration Statement (including, without
limitation, because of a failure to keep such Registration Statement effective,
to disclose such information as is necessary for sales to be made pursuant to
such Registration Statement or to register sufficient shares of Common Stock),
then, as partial relief for the damages to any holder by reason of any such
delay in or reduction of its ability to sell the Registrable Securities (which
remedy shall not be exclusive of any other remedies available at law or in
equity), the Company shall pay to each holder of Registrable Securities an
amount in cash equal to 3% of the number of Registrable Securities held by such
Purchaser as of the Filing Deadline, the 30th day after the Effectiveness
Deadline or the date referred to in clause (ii) above, as the case may be. Such
payments shall be due within 5 days after the relevant date and on the earlier
to occur of (i) every 30 days thereafter (prorated for periods of less than 30
days) and (ii)(a) the date that the Registration Statement is declared
effective, in the case of the failure to file by the Filing Deadline or to have
the Registration


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Statement declared effective by the 30th day after the Effectiveness Deadline,
or (b) the date that sales of all the Registrable Securities required to be
included in the Registration Statement may lawfully resume.

      2.3 Registration Procedures. When the Company, pursuant to the provisions
of this Agreement, uses its reasonable best efforts to effect or cause the
registration of any Registrable Securities under the Securities Act as provided
in this Agreement, the Company shall, as expeditiously as possible:


      (a) prepare and file with the Commission a Registration Statement on Form
S-3, to the extent permitted, or other available form for the disposition of
Registrable Securities in accordance with the intended method of disposition
thereof (provided such intended method of distribution shall not include an
underwritten public offering), which form shall be available for the sale of the
Registrable Securities by the selling Purchasers thereof and such Registration
Statement shall comply as to form in all material respects with the requirements
of the applicable form and include all financial statements required by the
Commission to be filed therewith, and the Company shall use its reasonable best
efforts to cause such Registration Statement to become and remain effective
(provided, however, that before filing a Registration Statement or prospectus or
any amendments or supplements thereto, or comparable statements under securities
or blue sky laws of any jurisdiction, the Company will furnish to one counsel
designated by a majority of the Purchasers (the "Designated Counsel")
participating in the planned offering, copies of all such documents proposed to
be filed (including all exhibits thereto but excluding Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any
similar or successor reports), which documents will be subject to the reasonable
review and reasonable comment of such counsel;

      (b) prepare and file with the Commission such amendments and supplements
to such Registration Statement and the prospectus used in connection therewith
as may be necessary to keep such Registration Statement effective for such
period as any seller of Registrable Securities pursuant to such Registration
Statement shall reasonably request and to comply with the provisions of the
Securities Act with respect to the sale or other disposition of all Registrable
Securities covered by such Registration Statement in accordance with the
intended methods of disposition (provided such intended method of distribution
shall not include an underwritten public offering) by the seller or sellers
thereof as set forth in such Registration Statement;

      (c) furnish, without charge and upon request, to each seller of such
Registrable Securities covered by such Registration Statement such number of
copies of such Registration Statement, each amendment and supplement thereto (in
each case including all exhibits), and the prospectus included in such
registration statement (including each preliminary prospectus) in conformity
with the requirements of the Securities Act, and other documents, as such seller
may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities owned by such seller (the Company
hereby consenting to the use in accordance with all applicable law of each such
Registration Statement (or amendment or post-effective amendment thereto) and
each such prospectus (or preliminary prospectus or supplement


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thereto) by each such seller of Registrable Securities in connection with the
offering and sale of the Registrable Securities covered by such Registration
Statement or prospectus;

      (d) use its reasonable best efforts to register or qualify the Registrable
Securities covered by such Registration Statement under such other applicable
securities or "blue sky" laws of such jurisdictions as any sellers of
Registrable Securities shall reasonably request, and do any and all other acts
and things which may be reasonably necessary or advisable to enable such sellers
or underwriter, if any, to consummate the disposition of the Registrable
Securities in such jurisdictions, except that in no event shall the Company be
required to qualify to do business as a foreign corporation in any jurisdiction
where it would not, but for the requirements of this paragraph (d), be required
to be so qualified, to subject itself to taxation in any such jurisdiction or to
consent to general service of process in any such jurisdiction;

      (e) promptly notify each Purchaser selling Registrable Securities covered
by such Registration Statement: (i) when the Registration Statement, any
pre-effective amendment, the prospectus or any prospectus supplement related
thereto or post-effective amendment to the Registration Statement has been filed
and, with respect to the Registration Statement or any post-effective amendment,
when the same has become effective; (ii) of any request by the Commission or
state securities authority for amendments or supplements to the Registration
Statement or the prospectus related thereto or for additional information; (iii)
of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that
purpose; (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification of any Registrable Securities for sale under
the securities or blue sky laws of any jurisdiction or the initiation of any
proceeding for such purpose; and (v) of the existence of any fact of which the
Company becomes aware which results in the Registration Statement, the
prospectus related thereto or any document incorporated therein by reference
containing an untrue statement of a material fact or omitting to state a
material fact required to be stated therein or necessary to make any statement
therein not misleading (provided that in no event shall such notification
contain any material, non-public information); and, subject to Section 2.3 (m),
if the notification relates to an event described in clause (v), the Company
shall promptly prepare and furnish to each such seller a reasonable number of
copies of a prospectus supplemented or amended so that, as thereafter delivered
to the Purchasers of such Registrable Securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein in the
light of the circumstances under which they were made not misleading;

      (f) comply with all applicable rules and regulations of the Commission,
and make generally available to its security holders, as soon as reasonably
practicable after the effective date of the Registration Statement (and in any
event within 16 months thereafter), an earnings statement (which need not be
audited) covering the period of at least twelve consecutive months beginning
with the first day of the Company's first calendar quarter after the effective
date of the registration statement, which earnings statement shall satisfy the
provisions of Section 1.1(a) of the Securities Act and Rule 158 thereunder;



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      (g) (i) use its reasonable best efforts to cause all such Registrable
Securities covered by such registration statement to be listed on the principal
securities exchange on which similar securities issued by the Company are then
listed (if any), if the listing of such Registrable Securities is then permitted
under the rules of such exchange, or (ii) if no similar securities are then so
listed, use reasonable best efforts to cause all such Registrable Securities to
be, at the Company's option, listed on a national securities exchange or, as a
NASDAQ security within the meaning of Rule 11Aa2-1 promulgated by the Commission
pursuant to the Exchange Act or, failing that, secure NASDAQ authorization for
such shares and without limiting the generality of the foregoing, take all
actions that may be required by the Company as the issuer of such Registrable
Securities in order to facilitate the managing underwriter's arranging for the
registration of at least two market makers as such with respect to such shares
with the National Association of Securities Dealers, Inc. (the "NASD");

      (h) at the reasonable request of any Purchaser, the Company shall furnish
to such Purchaser, not later than the next business day following the date of
the effectiveness of the Registration Statement, an opinion from the Company's
General Counsel in customary form covering such matters as are customarily
covered by such opinions, addressed to such Purchaser;

      (i) deliver to the Designated Counsel copies of all correspondence between
the Commission and the Company, its counsel or auditors or with the Commission
or its staff with respect to the Registration Statement, other than those
portions of any such correspondence and memoranda which contain information
subject to attorney-client privilege with respect to the Company, and, upon
receipt of such confidentiality agreements as the Company may reasonably
request, make reasonably available for inspection by (i) any seller of such
Registrable Securities covered by such registration statement, (ii) the
Designated Counsel and (iii) one firm of accountants or other agents designated
by the majority of the Purchasers whose Registrable Securities are included in
the registration statement, all pertinent financial and other records, pertinent
corporate documents and properties of the Company, and cause all of the
Company's officers, directors and employees to supply all information reasonably
requested by any such persons or entities, in connection with such Registration
Statement;

      (j) use its reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of the registration statement;

      (k) cooperate with the selling Purchasers of Registrable Securities to
facilitate the timely preparation and delivery of certificates representing the
Registrable Securities to be sold, and cause such Registrable Securities to be
issued in such denominations and registered in such names in accordance with the
instructions of the selling Purchasers of Registrable Securities, at least three
business days prior to any sale of Registrable Securities;

      (l) take all such other commercially reasonable actions as the Company
deems necessary or advisable in order to expedite or facilitate the disposition
of such Registrable Securities in accordance with this Agreement; and

      (m) notwithstanding anything to the contrary herein, at any time after the
Registration Statement has been declared effective by the Commission, the
Company may delay the disclosure of material non-public information concerning
the Company the disclosure of


                                       5
<PAGE>
which at the time is not, in the good faith opinion of the Board of Directors of
the Company and its counsel, in the best interest of the Company and, based upon
the advice of counsel to the Company, otherwise required (a "Grace Period");
provided, that the Company shall promptly (i) notify the Purchasers in writing
of the existence of material non-public information giving rise to a Grace
Period (provided that in each notice the Company will not disclose the content
of such material non-public information to the Purchasers) and the date on which
the Grace Period will begin, and (ii) notify the Purchasers in writing of the
date on which the Grace Period ends; and, provided further, that no Grace Period
shall exceed twenty (20) consecutive days and during any three hundred sixty
five (365) day period such Grace Periods shall not exceed an aggregate of ninety
(90) days and the first day of any Grace Period must be at least five (5)
trading days after the last day of any prior Grace Period (each, an "Allowable
Grace Period"). For purposes of determining the length of a Grace Period above,
the Grace Period shall begin on and include the date the Purchasers receive the
notice referred to in clause (i) and shall end on and include the later of the
date the Purchasers receive the notice referred to in clause (ii), the last day
on which such Grace Period will be on Allowable Grace Period and (iii) the date
referred to in such notice. The provisions of the last clause of Section 2.3 (e)
hereof shall not be applicable during the period of any Allowable Grace Period.
Upon expiration of the Grace Period, the Company shall again be bound by the
last clause of Section 2.3 (e) with respect to the information giving rise
thereto unless such material non-public information is no longer applicable.

      It shall be a condition precedent to the Company's obligations under this
Section 2 that each seller of Registrable Securities as to which any
registration is being effected furnish the Company such information regarding
such seller, the Registrable Securities held by it and the intended method of
distribution of such securities as the Company may from time to time reasonably
request provided that such information shall be used only in connection with
such registration; provided, however, that any such information shall be given
or made by a seller of Registrable Securities without representation or warranty
of any kind whatsoever, except representations with respect to the identity of
the seller, such seller's Registrable Securities and such seller's intended
method of distribution or any other representations required by applicable law.

      Each Purchaser, by such Purchaser's acceptance of the Registrable
Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any Registration
Statement hereunder unless such Purchaser has notified the Company in writing of
such Purchaser's election to exclude all of such Purchaser's Registrable
Securities from such Registration Statement.

      Each Purchaser of Registrable Securities agrees that upon receipt of any
notice from the Company of the happening of any event of the kind described in
clause (v) of paragraph (e) of this Section 2.3, such Purchaser will immediately
discontinue such Purchaser's disposition of Registrable Securities pursuant to
the registration statement covering such Registrable Securities until such
Purchaser's receipt of the copies of the supplemented or amended prospectus
contemplated by paragraph (e) of this Section 2.3 and if so directed by the
Company will deliver to the Company (at the Company's expense) all copies, other
than permanent file copies, then in such Purchaser's possession of the
prospectus covering such Registrable Securities that was in effect at the time
of receipt of such notice.

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      2.4 Registration Expenses. The Company shall, whether or not any
registration pursuant to this Agreement becomes effective, pay all reasonable
and customary expenses incident to the Company's performance of or compliance
with this Article 2, including (i) Commission, stock exchange or NASD
registration and filing fees and all listing fees and fees with respect to the
inclusion of securities in NASDAQ, (ii) fees and expenses of compliance with
state securities or "blue sky" laws and in connection with the preparation of a
"blue sky" survey, including without limitation, reasonable fees and expenses of
blue sky counsel, (iii) printing expenses, (iv) messenger and delivery expenses,
(v) internal expenses (including, without limitation, all salaries and expenses
of the Company's officers and employees performing legal and accounting duties),
(vi) fees and disbursements of counsel for the Company, (vii) the reasonable and
documented fees and disbursements of the Designated Counsel, which amount shall
not exceed $5,000, and fees and expenses of other persons, including special
experts, retained by the Company. Notwithstanding the foregoing, (A) the
provisions of this Section 2.4 shall be deemed amended to the extent necessary
to cause these expense provisions to comply with "blue sky" laws of each state
in which the offering is made and (B) in connection with any registration
hereunder, each Purchaser of Registrable Securities being registered shall pay
all underwriting discounts and commissions and transfer taxes, if any,
attributable to such Registrable Securities.

      2.5 Indemnification and Contribution.


      (a) In the event of any registration of any of the Registrable Securities
under the Securities Act pursuant to this Agreement, to the extent permitted by
law, the Company will indemnify and hold harmless the seller of such Registrable
Securities, and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act or the Exchange Act (each,
a "Seller Indemnified Party") against any losses, claims, damages or
liabilities, joint or several, to which such Seller Indemnified Party may become
subject under the Securities Act, the Exchange Act, state securities or Blue Sky
laws or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any Registration
Statement under which such Registrable Securities were registered under the
Securities Act, any preliminary prospectus or final prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration
Statement, or arise out of or are based upon the omission or alleged omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Company will reimburse such Seller
Indemnified Party for any legal or other expenses (in each case, to the extent
such expenses are documented and reasonable) incurred by such Seller Indemnified
Party in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the foregoing
indemnification and reimbursement (i) shall not apply to the extent that any
such loss, claim, damage or liability arises out of or is based upon any untrue
statement or omission made in such Registration Statement, preliminary
prospectus, final prospectus or in any filing made in connection with the
securities or blue sky laws of any jurisdiction, or any such amendment or
supplement thereto, in each case, in reliance upon and in conformity with
information furnished to the Company, in writing, by or on behalf of such Seller
Indemnified Party specifically for use in the preparation thereof; (ii) with
respect to any preliminary prospectus, shall not inure to the benefit of any
such person from whom the person


                                       7
<PAGE>
asserting any such loss, claim, damage or liability purchased the Registrable
Securities that are the subject thereof (or to the benefit of any person
controlling such person) if the untrue statement or omission of material fact
contained in the preliminary prospectus was corrected in the prospectus, as then
amended or supplemented, and the Seller Indemnified Party was promptly advised
in writing not to use the incorrect prospectus prior to the use giving rise to a
violation and such Seller Indemnified Party, notwithstanding such advice, used
it or failed to deliver the correct prospectus as required by the Securities
Act; (iii) shall not be available to the extent such loss, claim, damage or
liability is based on a failure of the Purchaser to deliver or to cause to be
delivered the prospectus made available by the Company, including a corrected
prospectus; and (iv) shall not apply to amounts paid in settlement of any loss,
claim, damage or liability if such settlement is effected without the prior
written consent of the Company.

      (b) In the event of any registration of any of the Registrable Securities
under the Securities Act pursuant to this Agreement, each seller of Registrable
Securities, severally and not jointly, will indemnify and hold harmless the
Company, each of its directors and officers and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act (each, a "Company Indemnified Party"), against any losses, claims, damages
or liabilities, joint or several, to which such Company Indemnified Party may
become subject under the Securities Act, Exchange Act, state securities or Blue
Sky laws or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement under which such Registrable Securities were registered
under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained in the Registration Statement, or any amendment or
supplement to the Registration Statement, or arise out of or are based upon any
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, if the
statement or omission was made in reliance upon and in conformity with
information relating to such seller furnished in writing to the Company by or on
behalf of such seller specifically for use in connection with the preparation of
such Registration Statement, preliminary prospectus, final prospectus, or in any
filing made in connection with the securities or blue sky laws of any
jurisdiction or any amendment or supplement thereto and each seller of
Registrable Securities shall reimburse the Company for any legal or other
expenses (in each case, to the extent such expenses are documented and
reasonable) incurred by such Company Indemnified Party in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the obligations of such Purchasers hereunder shall be
limited to an amount equal to the proceeds to each Purchaser of Registrable
Securities sold in connection with such registration.

      (c) Each party entitled to indemnification under this Section 2.5 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided, that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld); and, provided further, that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 2.5 except to the extent, if


                                       8
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any, that the Indemnifying Party shall have been actually prejudiced as a result
of such failure (except that the Indemnifying Party shall not be liable for any
expenses incurred during the period in which the Indemnified Party failed to
give such notice). The Indemnified Party may participate in such defense at such
party's expense; provided, however, that the Indemnifying Party shall pay such
expense if representation of such Indemnified Party by the counsel retained by
the Indemnifying Party would be inappropriate due to actual or potential
differing interests between the Indemnified Party and any other party
represented by such counsel in such proceeding. No Indemnifying Party, in the
defense of any such claim or litigation shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect of such claim or litigation, and no Indemnified Party shall consent
to entry of any judgment or settle such claim or litigation without the prior
written consent of the Indemnifying Party.

      (d) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any holder of
Registrable Securities exercising rights under this Agreement, or any
controlling person of any such holder, makes a claim for indemnification
pursuant to this Section 2.5 but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 2.5 provides for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any such selling
Investor or any such controlling person in circumstances for which
indemnification is provided under this Section 2.5; then, in each such case, the
Company and such Purchaser will contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (after contribution from
others) in such proportions so that such holder is responsible for the portion
represented by the percentage that the public offering price of its Registrable
Securities offered by the Registration Statement bears to the public offering
price of all securities offered by such Registration Statement, and the Company
is responsible for the remaining portion; provided, however, that, in any such
case, (A) no such holder will be required to contribute any amount in excess of
the proceeds to it of all Registrable Securities sold by it pursuant to such
Registration Statement, and (B) no person or entity guilty of fraudulent
misrepresentation, within the meaning of Section 11(f) of the Securities Act,
shall be entitled to contribution from any person or entity who is not guilty of
such fraudulent misrepresentation.

      2.6 Grant of Further Registration Rights. For so long as the Purchasers
hold Registrable Securities, the Company shall not grant any registration rights
to any person without the prior written consent of a majority in interest of the
Purchasers, and which consent may be withheld in the Purchasers' sole discretion
unless such registration rights are subordinate in every respect to the rights
of the Purchasers pursuant to this Agreement.

      3. General.


      3.1 Rule 144. If the Company shall have filed a registration statement
pursuant to the requirements of Section 12 of the Exchange Act or a registration
statement pursuant to the requirements of the Securities Act in respect of the
Common Stock, the Company


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covenants that it will timely file the reports required to be filed by it under
the Securities Act or the Exchange Act (including, but not limited to, the
reports under Sections 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144 under the Securities Act), and will take such
further action as any Purchaser of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such Purchaser
to sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or (ii) any
similar rule or regulation hereafter adopted by the Commission. Upon the request
of any Purchaser of Registrable Securities (so long as such Purchaser owns such
Registrable Securities), the Company will deliver to such Purchaser a written
statement as to whether it has complied with such requirements.

      3.2 Notices and Other Communications. All notices, requests, demands and
other communications made in connection with this Agreement shall be in writing
and shall be deemed to have been duly given (a) on the date of delivery, if
delivered to the persons identified below, (b) five calendar days after mailing
if mailed, with proper postage, by certified or registered mail, return receipt
requested, (c) on the date of receipt if sent by telecopy, and confirmed in
writing in the manner set forth in (b) on or before the next day after the
sending of the telecopy, or (d) one business day after delivered to a nationally
recognized overnight courier service marked for overnight delivery, in each case
addressed to the Purchasers at their respective addresses set forth on the stock
records of the Company, and to the Company at:

         Viewpoint Corporation
         498 Seventh Avenue, Suite 1810
         New York, New York 10018
         Attention: General Counsel
         Telephone: (212) 201-0800
         Telecopy No. (212) 201-0846

         Milbank, Tweed, Hadley & McCloy LLP
         1 Chase Manhattan Plaza
         New York, New York 10005
         Telephone: (212) 530-5171
         Facsimile:  (212) 822-5171
         Attention:  Alexander M. Kaye, Esq.

or to such other address as any party may, from time to time, designate in a
written notice given in a like manner.



                                       10
<PAGE>
      3.3 Amendments. This Agreement may be amended only by written instruments
signed by the Company and a majority in interest of the Purchasers. No waiver of
any right or remedy provided for in this Agreement shall be effective unless it
is set forth in writing signed by a majority in interest of the Purchasers. No
waiver of any right or remedy granted in one instance shall be deemed to be a
continuing waiver under the same or similar circumstances thereafter arising.


            3.4 Miscellaneous.

      (a) This Agreement shall be binding upon and inure to the benefit of and
be enforceable by the parties hereto and the respective successors and assigns
of the parties hereto, whether so expressed or not. This Agreement and the
rights of the parties hereunder may be assigned by any of the parties hereto to
any transferee of Registrable Securities if: (i) the Purchaser agrees in writing
with the transferee or assignee to assign such rights, and a copy of such
agreement is furnished to the Company within a reasonable time after such
assignment; (ii) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (a) the name and address of such
transferee or assignee, and (b) the securities with respect to which such
registration rights are being transferred or assigned; (iii) immediately
following such transfer or assignment the further disposition of such securities
by the transferee or assignee is restricted under the Securities Act and
applicable state securities laws; (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this sentence the
transferee or assignee agrees in writing with the Company to be bound by all of
the provisions contained herein; and (v) such transfer shall have been made in
accordance with the applicable requirements of the Stock Purchase Agreement.

      (b) If any term, provision, covenant or restriction of this Agreement or
any exhibit hereto is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement and such exhibits shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and recitations without
including any of such which may be hereafter declared invalid, void or
unenforceable.

      (c) This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall become effective
when one or more of the counterparts have been signed by each party and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart.

      (d) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflict of laws principles that would require the application of the laws of
another jurisdiction.

      (e) Except as set forth in Sections 2.5(a) and (b), this Agreement is
intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                       11
<PAGE>
      IN WITNESS WHEREOF, the Company and Purchasers have caused this Agreement
to be executed and delivered by their respective officers thereunto duly
authorized.

                              THE COMPANY:
                              -----------

                              VIEWPOINT CORPORATION

                              By:         /s/  William H. Mitchell
                                 ------------------------------------------
                                          Name:  William H. Mitchell
                                          Title:  Chief Financial Officer

                              THE PURCHASER:
                              -------------

                              FEDERAL PARTNERS, L.P.
                              by Ninth Floor Corporation, its general partner


                              By:         /s/ Stephen M. Duff
                                 ------------------------------------------
                                    Name:  Stephen M. Duff
                                    Title:  Treasurer

                                       12


</TEXT>
</DOCUMENT>
