VIEWPOINT CORP/NY/
FORM OF REDEMPTION WARRANT
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>7
<FILENAME>y84760exv10w9.txt
<DESCRIPTION>FORM OF REDEMPTION WARRANT
<TEXT>
<PAGE>

                                                                    Exhibit 10.9

                                                                      Exhibit II

                           FORM OF REDEMPTION WARRANT
<PAGE>
                          [FORM OF REDEMPTION WARRANT]

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS OR (II) AN OPINION OF COUNSEL ADDRESSED TO THE COMPANY, IN A
GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

                              VIEWPOINT CORPORATION

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: __________
Number of Shares: _____________
Date of Issuance: __________, 200_ ("ISSUANCE DATE")


Viewpoint Corporation, a Delaware corporation (the "COMPANY"), hereby certifies
that, for Ten United States Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
____________________, the registered holder hereof or its permitted assigns, is
entitled, subject to the terms set forth below, to purchase from the Company, at
the Exercise Price (as defined below) then in effect, upon surrender of this
Warrant to Purchase Common Stock (including all Warrants to Purchase Common
Stock issued in exchange, transfer or replacement hereof, the "WARRANT"), at any
time or times on or after the date hereof, but not after 11:59 P.M., New York
Time, on the Expiration Date (as defined below), ______________
(_____________)(1) fully paid nonassessable shares of Common Stock (as defined
below) (the "WARRANT SHARES"). Except as otherwise defined herein, capitalized
terms in this Warrant shall have the meanings set forth in Section 15. This
Warrant is one of the Warrants to Purchase Common Stock (the "REDEMPTION
WARRANTS") issued pursuant to Section 9(b) of the Replacement Notes (as defined
below) issued pursuant to those certain Redemption, Amendment and Exchange
Agreements (as defined below).



--------
(1) Insert the product of (x) the quotient obtained by dividing (A) the
Conversion Amount of the Replacement Note being redeemed pursuant to Section
9(b) of the Replacement Note by (B) the Conversion Price in effect on the date
of delivery of the Company Optional Redemption Notice (as defined in the
Replacement Note) and (y) 0.5, if the Redemption Warrants are issued prior to
May 31, 2003, or 1.0 otherwise.
<PAGE>
      1.    EXERCISE OF WARRANT.

            (a) Mechanics of Exercise. Subject to the terms and conditions
hereof (including, without limitation, the limitations set forth in Section
1(f)), this Warrant may be exercised by the holder hereof on any day, in whole
or in part, by (i) delivery of a written notice, in the form attached hereto as
Exhibit A (the "EXERCISE NOTICE"), of such holder's election to exercise this
Warrant, (ii) (A) payment to the Company of an amount equal to the applicable
Exercise Price multiplied by the number of Warrant Shares as to which this
Warrant is being exercised (the "AGGREGATE EXERCISE PRICE") in cash or by wire
transfer of immediately available funds or (B) by notifying the Company that
this Warrant is being exercised pursuant to a Cashless Exercise (as defined in
Section 1(d)) and (iii) the surrender to the Company, on or as soon as
practicable following the date the holder of this Warrant delivers the Exercise
Notice to the Company, of this Warrant (or an indemnification undertaking with
respect to this Warrant in the case of its loss, theft or destruction). On or
before the third Business Day following the date on which the Company has
received each of the Exercise Notice, the Aggregate Exercise Price (or notice of
a Cashless Exercise) and this Warrant (or an indemnification undertaking with
respect to this Warrant in the case of its loss, theft or destruction) (the
"EXERCISE DELIVERY DOCUMENTS"), the Company shall (X) issue and deliver to the
address specified in the Exercise Notice, a certificate, registered in the name
of the holder of this Warrant or its designee, for the number of shares of
Common Stock to which the holder of this Warrant is entitled pursuant to such
exercise, or (Y) provided that the Company's transfer agent (the "TRANSFER
AGENT") is participating in The Depository Trust Company ("DTC") Fast Automated
Securities Transfer Program, upon the request of the holder, credit such
aggregate number of shares of Common Stock to which the holder of this Warrant
is entitled pursuant to such exercise to the holder's or its designee's balance
account with DTC through its Deposit Withdrawal Agent Commission system. Upon
delivery of the Exercise Notice, this Warrant and the Aggregate Exercise Price
referred to in clause (ii)(A) above or notification to the Company of a Cashless
Exercise referred to in Section 1(d), the holder of this Warrant shall be deemed
for all corporate purposes to have become the holder of record of the Warrant
Shares with respect to which this Warrant has been exercised as of the date of
the Exercise Notice, irrespective of the date of delivery of this Warrant as
required by clause (iii) above or the certificates evidencing such Warrant
Shares. If the number of Warrant Shares represented by this Warrant submitted
for exercise pursuant to this Section 1(a) is greater than the number of Warrant
Shares being acquired upon an exercise, then the Company shall as soon as
practicable and in no event later than three Business Days after any exercise
and at its own expense, issue a new Warrant (in accordance with Section 7(d))
representing the right to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant, less the number of
Warrant Shares with respect to which this Warrant is exercised. No fractional
shares of Common Stock are to be issued upon the exercise of this Warrant, but
rather the number of shares of Common Stock to be issued shall be rounded up to
the nearest whole number. The Company shall pay any and all documentary stamp,
transfer or similar taxes that may be payable with respect to the issuance and
delivery of Warrant Shares upon exercise of this Warrant.

            (b) Exercise Price. For purposes of this Warrant, "EXERCISE PRICE"
means $1.00, subject to adjustment as provided herein.



                                      -2-
<PAGE>
            (c) Company's Failure to Timely Deliver Securities.

      (i) Failure to Deliver Shares. Subject to Section 1(f), if the Company
      shall fail for any reason or for no reason to issue to the holder within
      three Business Days of receipt of the Exercise Delivery Documents, a
      certificate for the number of shares of Common Stock to which the holder
      is entitled or to credit the holder's balance account with DTC for such
      number of shares of Common Stock to which the holder is entitled upon the
      holder's exercise of this Warrant, the Company shall pay as additional
      damages in cash to such holder on each day after such third Business Day
      that the issuance of such Common Stock certificate is not timely effected
      an amount equal to 1.0% of the product of (A) the sum of the number of
      shares of Common Stock not issued to the holder on a timely basis and to
      which the holder is entitled and (B) the Closing Sale Price of the Common
      Stock on the trading day immediately preceding the last possible date
      which the Company could have issued such Common Stock to the holder
      without violating Section 1(a).

      (ii) Failure to Deliver New Warrant. If within ten Business Days after the
      Company's receipt of the Exercise Delivery Documents, the Company fails to
      deliver a new Warrant to the holder for the number of shares of Common
      Stock to which such holder is entitled, the Company shall pay as
      additional damages in cash to such holder on each day after such tenth
      Business Day that such delivery of such new Warrant is not timely effected
      an amount equal to 1.0% of the product of (A) the number of shares of
      Common Stock represented by the portion of this Warrant which is not being
      exercised and (B) the Closing Sale Price of the Common Stock on the
      trading day immediately preceding the last possible date which the Company
      could have issued such Warrant to the holder without violating Section
      1(a).

            (d) Cashless Exercise. Notwithstanding anything contained herein to
the contrary, if at any time during the period commencing ten (10) Business Days
prior to the holder's delivery of an Exercise Notice and ending on the day of
delivery of the Exercise Notice, a Registration Statement (as defined in the
Registration Rights Agreement) covering the Warrant Shares that are the subject
of the Exercise Notice (the "UNAVAILABLE WARRANT SHARES") is not available for
the resale of such Unavailable Warrant Shares, the holder of this Warrant may,
in its sole discretion, exercise this Warrant in whole or in part and, in lieu
of making the cash payment otherwise contemplated to be made to the Company upon
such exercise in payment of the Aggregate Exercise Price, elect instead to
receive upon such exercise the "Net Number" of shares of Common Stock determined
according to the following formula (a "CASHLESS EXERCISE"):

      Net Number = (A x B) - (A x C)
                  -------------------
                           B
            For purposes of the foregoing formula:

                  A= the total number of shares with respect to which this
                  Warrant is then being exercised.

                  B= the Closing Sale Price of the Common Stock (as reported by
                  Bloomberg) on the date immediately



                                      -3-
<PAGE>
                  preceding the date of the Exercise Notice.

                  C= the Exercise Price then in effect for the applicable
                  Warrant Shares at the time of such exercise.

            (e) Disputes. In the case of a dispute as to the determination of
the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the holder the number of Warrant Shares that are
not disputed and resolve such dispute in accordance with Section 12.

            (f) Limitations on Exercises.

      (i) Beneficial Ownership. The Company shall not effect the exercise of
      this Warrant, and no Person (as defined below) who is a holder of this
      Warrant shall have the right to exercise this Warrant, to the extent that
      after giving effect to such exercise, such Person (together with such
      Person's affiliates) would beneficially own in excess of 3.33% of the
      shares of the Common Stock outstanding immediately after giving effect to
      such exercise. For purposes of the foregoing sentence, the aggregate
      number of shares of Common Stock beneficially owned by such Person and its
      affiliates shall include the number of shares of Common Stock issuable
      upon exercise of this Warrant with respect to which the determination of
      such sentence is being made, but shall exclude shares of Common Stock
      which would be issuable upon (i) exercise of the remaining, unexercised
      portion of this Warrant beneficially owned by such Person and its
      affiliates and (ii) exercise or conversion of the unexercised or
      unconverted portion of any other securities of the Company beneficially
      owned by such Person and its affiliates (including, without limitation,
      any convertible notes or convertible preferred stock or warrants) subject
      to a limitation on conversion or exercise analogous to the limitation
      contained herein. Except as set forth in the preceding sentence, for
      purposes of this paragraph, beneficial ownership shall be calculated in
      accordance with Section 13(d) of the Securities Exchange Act of 1934, as
      amended. For purposes of this Warrant, in determining the number of
      outstanding shares of Common Stock a holder may rely on the number of
      outstanding shares of Common Stock as reflected in (1) the Company's most
      recent Form 10-Q, Form 10-K or other public filing with the Securities and
      Exchange Commission, as the case may be, (2) a more recent public
      announcement by the Company or (3) any other notice by the Company or its
      Transfer Agent setting forth the number of shares of Common Stock
      outstanding. For any reason at any time, upon the written or oral request
      of the holder of this Warrant, the Company shall within two Business Days
      confirm in writing to the holder of this Warrant the number of shares of
      Common Stock then outstanding. In any case, the number of outstanding
      shares of Common Stock shall be determined after giving effect to the
      conversion or exercise of securities of the Company, including the SPA
      Securities and the Redemption Warrants, by the holder of this Warrant and
      its affiliates since the date as of which such number of outstanding
      shares of Common Stock was reported.

      (ii) Principal Market Regulation. The Company shall not be obligated to
      issue any shares of Common Stock upon exercise of this Warrant if the
      issuance of such shares of

                                      -4-
<PAGE>
      Common Stock would exceed that number of shares of Common Stock which the
      Company may issue upon exercise of this Warrant (including, as applicable,
      any shares of Common Stock issued upon conversion of or as payment of any
      interest under the SPA Securities) without breaching the Company's
      obligations under the rules or regulations of the Principal Market (the
      "EXCHANGE CAP"), except that such limitation shall not apply in the event
      that the Company obtains the approval of its shareholders as required by
      the applicable rules of the Principal Market for issuances of Common Stock
      in excess of such amount. Until such approval is obtained, no Purchaser
      shall be issued, upon exercise of any Redemption Warrants, shares of
      Common Stock in an amount greater than the product of the Exchange Cap
      multiplied by a fraction, the numerator of which is the total number of
      shares of Common Stock underlying the Redemption Warrants issued to such
      Purchaser pursuant to the Replacement Notes on the Initial Issuance Date
      and the denominator of which is the sum of (x) the aggregate number of
      shares of Common Stock underlying all the warrants issued to the
      Purchasers pursuant to the Securities Purchase Agreement on the Initial
      Issuance Date and (y) the aggregate number of shares of Common Stock
      underlying all the Redemption Warrants issued to the Purchasers pursuant
      to the Replacement Notes (with respect to each Purchaser, the "EXCHANGE
      CAP ALLOCATION"). In the event that any Purchaser shall sell or otherwise
      transfer any of such Purchaser's Redemption Warrants, the transferee shall
      be allocated a pro rata portion of such Purchaser's Exchange Cap
      Allocation, and the restrictions of the prior sentence shall apply to such
      transferee with respect to the portion of the Exchange Cap Allocation
      allocated to such transferee. In the event that any holder of Redemption
      Warrants shall exercise all of such holder's Redemption Warrants into a
      number of shares of Common Stock which, in the aggregate, is less than
      such holder's Exchange Cap Allocation, then the difference between such
      holder's Exchange Cap Allocation and the number of shares of Common Stock
      actually issued to such holder shall be allocated to the respective
      Exchange Cap Allocations of the remaining holders of Redemption Warrants
      on a pro rata basis in proportion to the shares of Common Stock underlying
      the Redemption Warrants then held by each such holder. In the event that
      the Company is prohibited from issuing any Warrant Shares for which an
      Exercise Notice has been received as a result of the rules and regulations
      of the Principal Market, the Company shall pay cash in exchange for
      cancellation of such Warrant Shares, at a price per Warrant Share equal to
      the difference between the Closing Sale Price and the Exercise Price as of
      the date of the attempted exercise.

      2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise
Price and the number of Warrant Shares shall be adjusted from time to time as
follows:

            (a) Adjustment upon Issuance of Common Stock. If and whenever after
December 31, 2003 the Company issues or sells, or in accordance with this
Section 2 is deemed to have issued or sold, any shares of Common Stock
(including the issuance or sale of shares of Common Stock owned or held by or
for the account of the Company, but excluding shares of Common Stock deemed to
have been issued by the Company (I) in connection with any employee benefit plan
which has been approved by the Board of Directors of the Company, pursuant to
which the Company's securities may be issued to any employee, officer or
director for services provided to the Company (an "APPROVED STOCK PLAN"), (II)
upon conversion or

                                      -5-
<PAGE>
exercise of any SPA Securities, conversion of the Replacement Notes or exercise
of the Redemption Warrants, (III) in connection with the payment of any interest
in shares of Common Stock on any SPA Securities or on the Replacement Notes or
(IV) in connection with any Excluded Security) for a consideration per share
less than a price (the "APPLICABLE PRICE") equal to the Exercise Price in effect
immediately prior to such issue or sale or deemed issuance or sale (the
foregoing a "DILUTIVE ISSUANCE"), then immediately after such issue or sale or
deemed issuance or sale the Exercise Price then in effect shall be reduced to an
amount equal to the product of (x) the Exercise Price in effect immediately
prior to such issue or sale or deemed issuance or sale and (y) the quotient
determined by dividing (1) the sum of the product of the Applicable Price and
the number of shares of Common Stock Deemed Outstanding immediately prior to
such issue or sale or deemed issuance or sale and the consideration, if any,
received by the Company upon such issue or sale or deemed issuance or sale, by
(2) the product of the Applicable Price multiplied by the number of shares of
Common Stock Deemed Outstanding immediately after such issue or sale or deemed
issuance or sale. Upon each such adjustment of the Exercise Price hereunder, the
number of Warrant Shares shall be adjusted to the number of shares of Common
Stock determined by multiplying the Exercise Price in effect immediately prior
to such adjustment by the number of Warrant Shares acquirable upon exercise of
this Warrant immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment. For purposes of
determining the adjusted Exercise Price under this Section 2(a), the following
shall be applicable:

      (i) Issuance of Options. If the Company in any manner grants any Options
      and the lowest price per share for which one share of Common Stock is
      issuable upon the exercise of any such Option or upon conversion, exercise
      or exchange of any Convertible Securities issuable upon exercise of any
      such Option is less than the Applicable Price, then such share of Common
      Stock shall be deemed to be outstanding and to have been issued and sold
      by the Company at the time of the granting or sale of such Option for such
      price per share. For purposes of this Section 2(a)(i), the "lowest price
      per share for which one share of Common Stock is issuable upon exercise of
      such Options or upon conversion, exercise or exchange of such Convertible
      Securities" shall be equal to the sum of the lowest amounts of
      consideration (if any) received or receivable by the Company with respect
      to any one share of Common Stock upon the granting or sale of the Option,
      upon exercise of the Option and upon conversion, exercise or exchange of
      any Convertible Security issuable upon exercise of such Option. No further
      adjustment of the Exercise Price or number of Warrant Shares shall be made
      upon the actual issuance of such Common Stock or of such Convertible
      Securities upon the exercise of such Options or upon the actual issuance
      of such Common Stock upon conversion, exercise or exchange of such
      Convertible Securities.

      (ii) Issuance of Convertible Securities. If the Company in any manner
      issues or sells any Convertible Securities and the lowest price per share
      for which one share of Common Stock is issuable upon the conversion,
      exercise or exchange thereof is less than the Applicable Price, then such
      share of Common Stock shall be deemed to be outstanding and to have been
      issued and sold by the Company at the time of the issuance or sale of such
      Convertible Securities for such price per share. For the purposes of this
      Section 2(a)(ii), the "lowest price per share for which one share of
      Common Stock is issuable upon the conversion, exercise or exchange" shall
      be equal to the sum of the lowest

                                      -6-
<PAGE>
      amounts of consideration (if any) received or receivable by the Company
      with respect to one share of Common Stock upon the issuance or sale of the
      Convertible Security and upon conversion, exercise or exchange of such
      Convertible Security. No further adjustment of the Exercise Price or
      number of Warrant Shares shall be made upon the actual issuance of such
      Common Stock upon conversion, exercise or exchange of such Convertible
      Securities, and if any such issue or sale of such Convertible Securities
      is made upon exercise of any Options for which adjustment of this Warrant
      has been or is to be made pursuant to other provisions of this Section
      2(a), no further adjustment of the Exercise Price or number of Warrant
      Shares shall be made by reason of such issue or sale.

      (iii) Change in Option Price or Rate of Conversion. If the purchase price
      provided for in any Options, the additional consideration, if any, payable
      upon the issue, conversion, exercise or exchange of any Convertible
      Securities, or the rate at which any Convertible Securities are
      convertible into or exercisable or exchangeable for Common Stock increases
      or decreases at any time, the Exercise Price and the number of Warrant
      Shares in effect at the time of such increase or decrease shall be
      adjusted to the Exercise Price and the number of Warrant Shares which
      would have been in effect at such time had such Options or Convertible
      Securities provided for such increased or decreased purchase price,
      additional consideration or increased or decreased conversion rate, as the
      case may be, at the time initially granted, issued or sold. For purposes
      of this Section 2(a)(iii), if the terms of any Option or Convertible
      Security that was outstanding as of December 31, 2002 are increased or
      decreased in the manner described in the immediately preceding sentence,
      then such Option or Convertible Security and the Common Stock deemed
      issuable upon exercise, conversion or exchange thereof shall be deemed to
      have been issued as of the date of such increase or decrease. No
      adjustment pursuant to this Section 2(a) shall be made if such adjustment
      would result in an increase of the Exercise Price then in effect or a
      decrease in the number of Warrant Shares.

      (iv) Calculation of Consideration Received. If case any Option is issued
      in connection with the issue or sale of other securities of the Company,
      together comprising one integrated transaction in which no specific
      consideration is allocated to such Options by the parties thereto, the
      Options will be deemed to have been issued for a consideration of $0.01.
      If any Common Stock, Options or Convertible Securities are issued or sold
      or deemed to have been issued or sold for cash, the consideration received
      therefor will be deemed to be the net amount received by the Company
      therefor. If any Common Stock, Options or Convertible Securities are
      issued or sold for a consideration other than cash, the amount of such
      consideration received by the Company will be the fair value of such
      consideration, except where such consideration consists of securities, in
      which case the amount of consideration received by the Company will be the
      Closing Sale Price of such security on the date of receipt. If any Common
      Stock, Options or Convertible Securities are issued to the owners of the
      non-surviving entity in connection with any merger in which the Company is
      the surviving entity, the amount of consideration therefor will be deemed
      to be the fair value of such portion of the net assets and business of the
      non-surviving entity as is attributable to such Common Stock, Options or
      Convertible Securities, as the case may be. The fair value of any
      consideration other than cash or securities will be determined in good
      faith by the Board of Directors of the Company.

                                      -7-
<PAGE>
      The holders of Redemption Warrants representing at least two-thirds of the
      shares of Common Stock obtainable upon exercise of the Redemption Warrants
      then outstanding shall be entitled to dispute the determination of the
      Board of Directors of the Company. If such holders and the Company are
      unable to reach agreement within 10 days after the occurrence of an event
      requiring valuation (the "VALUATION EVENT"), the fair value of such
      consideration will be determined within fifteen Business Days after the
      tenth day following the Valuation Event by an independent, reputable
      appraiser jointly selected by the Company and the holders of Redemption
      Warrants representing at least two-thirds of the shares of Common Stock
      obtainable upon exercise of the Redemption Warrants then outstanding. The
      determination of such appraiser shall be final and binding upon all
      parties absent manifest error and the fees and expenses of such appraiser
      shall be borne by the Company.

      (v) Record Date. If the Company takes a record of the holders of Common
      Stock for the purpose of entitling them (A) to receive a dividend or other
      distribution payable in Common Stock, Options or in Convertible Securities
      or (B) to subscribe for or purchase Common Stock, Options or Convertible
      Securities, then such record date will be deemed to be the date of the
      issue or sale of the shares of Common Stock deemed to have been issued or
      sold upon the declaration of such dividend or the making of such other
      distribution or the date of the granting of such right of subscription or
      purchase, as the case may be.

      (vi) This Warrant Deemed Outstanding. If during the period beginning after
      December 31, 2003 and ending on the date immediately preceding the date of
      issuance of this Warrant, the Company entered into, or in accordance with
      Section 2(a) would have been deemed to have entered into (had this Warrant
      been outstanding at such time), any Dilutive Issuance, then solely for
      purposes of determining any adjustment under this Section 2(a) as a result
      of such Dilutive Issuance or deemed Dilutive Issuance, this Warrant shall
      be deemed to have been outstanding at the time of each such Dilutive
      Issuance or deemed Dilutive Issuance.

            (b) Adjustment upon Subdivision or Combination of Common Stock. If
the Company at any time after the date of issuance of this Warrant subdivides
(by any stock split, stock dividend, recapitalization or otherwise) one or more
classes of its outstanding shares of Common Stock into a greater number of
shares, the Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced and the number of Warrant Shares will be
proportionately increased. If the Company at any time after the date of issuance
of this Warrant combines (by combination, reverse stock split or otherwise) one
or more classes of its outstanding shares of Common Stock into a smaller number
of shares, the Exercise Price in effect immediately prior to such combination
will be proportionately increased and the number of Warrant Shares will be
proportionately decreased. Any adjustment under this Section 2(b) shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

            (c) Other Events. If any event occurs of the type contemplated by
the provisions of this Section 2 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with

                                      -8-
<PAGE>
equity features), then the Company's Board of Directors will make an appropriate
adjustment in the Exercise Price and the number of Warrant Shares so as to
protect the rights of the holder of this Warrant; provided that no such
adjustment pursuant to this Section 2(c) will increase the Exercise Price or
decrease the number of Warrant Shares as otherwise determined pursuant to this
Section 2.

      3. RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company shall declare or
make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other
securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement or other similar transaction) (a
"DISTRIBUTION"), at any time after the issuance of this Warrant, then, in each
such case:

            (a) any Exercise Price in effect immediately prior to the close of
business on the record date fixed for the determination of holders of Common
Stock entitled to receive the Distribution shall be reduced, effective as of the
close of business on such record date, to a price determined by multiplying such
Exercise Price by a fraction of which (i) the numerator shall be the Closing
Sale Price of the Common Stock on the trading day immediately preceding such
record date minus the value of the Distribution (as determined in good faith by
the Company's Board of Directors) applicable to one share of Common Stock, and
(ii) the denominator shall be the Closing Sale Price of the Common Stock on the
trading day immediately preceding such record date; and

            (b) the number of Warrant Shares shall be increased to a number of
shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of
holders of Common Stock entitled to receive the Distribution multiplied by the
reciprocal of the fraction set forth in the immediately preceding paragraph (a);
provided that in the event that the Distribution is of common stock ("OTHER
COMMON STOCK") of a company whose common stock is traded on a national
securities exchange or a national automated quotation system, then the holder of
this Warrant may elect to receive a warrant to purchase Other Common Stock in
lieu of an increase in the number of Warrant Shares, the terms of which shall be
identical to those of this Warrant, except that such warrant shall be
exercisable into the number of shares of Other Common Stock that would have been
payable to the holder of this Warrant pursuant to the Distribution had the
holder exercised this Warrant immediately prior to such record date and with an
aggregate exercise price equal to the product of the amount by which the
exercise price of this Warrant was decreased with respect to the Distribution
pursuant to the terms of the immediately preceding paragraph (a) and the number
of Warrant Shares calculated in accordance with the first part of this paragraph
(b).

      4. PURCHASE RIGHTS; ORGANIC CHANGE.

            (a) Purchase Rights. In addition to any adjustments pursuant to
Section 2 above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock (the
"PURCHASE RIGHTS"), then the holder of this Warrant will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which such holder could have acquired if such holder had held the number of
shares of

                                      -9-
<PAGE>
Common Stock acquirable upon complete exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase
Rights, or, if no such record is taken, the date as of which the record holders
of Common Stock are to be determined for the grant, issue or sale of such
Purchase Rights.

            (b) Organic Change. Any recapitalization, reorganization,
reclassification, consolidation, merger, sale of all or substantially all of the
Company's assets to another Person or other transaction, in each case which is
effected in such a way that holders of Common Stock are entitled to receive
securities or assets with respect to or in exchange for Common Stock is referred
to herein as an "ORGANIC CHANGE." Subject to Section 4(k) of the Securities
Purchase Agreement, prior to the consummation of any (i) sale of all or
substantially all of the Company's assets to an acquiring Person or (ii) other
Organic Change following which the Company is not a surviving entity, the
Company will secure from the Person purchasing such assets or the Person issuing
the securities or providing the assets in such Organic Change (in each case, the
"ACQUIRING ENTITY") a written agreement (in form and substance reasonably
satisfactory to the holders of Redemption Warrants representing at least
two-thirds of the shares of Common Stock obtainable upon exercise of the
Redemption Warrants then outstanding) to deliver to the holder of this Warrant
in exchange for this Warrant, a security of the Acquiring Entity evidenced by a
written instrument substantially similar in form and substance to this Warrant
and reasonably satisfactory to the holder of this Warrant (including, an
adjusted exercise price equal to the value for the Common Stock reflected by the
terms of such consolidation, merger or sale, and exercisable for a corresponding
number of shares of Common Stock acquirable and receivable upon exercise of this
Warrant (without regard to any limitations on the exercise of this Warrant), if
the value so reflected is less than the Exercise Price in effect immediately
prior to such consolidation, merger or sale). In the event that an Acquiring
Entity is directly or indirectly controlled by a company or entity whose common
stock or similar equity interest is listed, designated or quoted on a securities
exchange or trading market, the holder of this Warrant may elect to treat such
Person as the Acquiring Entity for purposes of this Section 4(b). Prior to the
consummation of any other Organic Change, the Company shall be required to make
appropriate provision to insure that the holder of this Warrant thereafter will
have the right to acquire and receive in lieu of or in addition to (as the case
may be) the shares of Common Stock immediately theretofore acquirable and
receivable upon the exercise of this Warrant (without regard to any limitations
on the exercise of this Warrant including those set forth in Sections 1(f)(i)
and 1(f)(ii) of this Warrant), such shares of stock, securities or assets that
would have been issued or payable in such Organic Change with respect to or in
exchange for the number of shares of Common Stock which would have been
acquirable and receivable upon the exercise of this Warrant as of the date of
such Organic Change (without regard to any limitations on the exercise of this
Warrant including those set forth in Sections 1(f)(i) and 1(f)(ii) of this
Warrant).

      5. NONCIRCUMVENTION. The Company hereby covenants and agrees that the
Company will not, by amendment of its Certificate of Incorporation or through
any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, and
will at all times in good faith carry out all the provisions of this Warrant.
Without limiting the generality of the foregoing, the Company (i) will not
increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the

                                      -10-
<PAGE>
Exercise Price then in effect, (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant, and (iii) will, so long as any of the Redemption Warrants are
outstanding, take all action necessary to reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of effecting the
exercise of the Redemption Warrants, 100% of the number of shares of Common
Stock as shall from time to time be necessary to effect the exercise of the
Redemption Warrants then outstanding (without regard to any limitations on
exercise).

      6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise
specifically provided herein, no holder, solely in such Person's capacity as a
holder, of this Warrant shall be entitled to vote or receive dividends or be
deemed the holder of shares of the Company for any purpose, nor shall anything
contained in this Warrant be construed to confer upon the holder hereof, solely
in such Person's capacity as a holder of this Warrant, any of the rights of a
shareholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, prior to the
issuance to the holder of this Warrant of the Warrant Shares which such Person
is then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such holder to purchase any securities (upon exercise of this Warrant or
otherwise) or as a stockholder of the Company, whether such liabilities are
asserted by the Company or by creditors of the Company. Notwithstanding this
Section 6, the Company will provide the holder of this Warrant with copies of
the same notices and other information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the stockholders.

      7. REISSUANCE OF WARRANTS.

            (a) Transfer of Warrant. If this Warrant is to be transferred, the
holder shall surrender this Warrant to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the holder of this Warrant a new
Warrant (in accordance with Section 7(d)), registered as the holder of this
Warrant may request, representing the right to purchase the number of Warrant
Shares being transferred by the Holder and, if less then the total number of
Warrant Shares then underlying this Warrant is being transferred, a new Warrant
(in accordance with Section 7(d)) to the holder of this Warrant representing the
right to purchase the number of Warrant Shares not being transferred.

            (b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company
of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or
destruction, of any indemnification undertaking by the holder of this Warrant to
the Company in customary form and reasonably acceptable to the Company (based,
in part, on the net worth of, or security provided by, the Holder) and, in the
case of mutilation, upon surrender and cancellation of this Warrant, the Company
shall execute and deliver to the Holder a new Warrant (in accordance with
Section 7(d)) representing the right to purchase the Warrant Shares then
underlying this Warrant.

            (c) Warrant Exchangeable for Multiple Warrants. This Warrant is

                                      -11-
<PAGE>
exchangeable, upon the surrender hereof by the Holder at the principal office of
the Company, for a new Warrant or Warrants (in accordance with Section 7(d))
representing in the aggregate the right to purchase the number of Warrant Shares
then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the holder
of this Warrant at the time of such surrender; provided, however, that no
Warrants for fractional shares of Common Stock shall be given.

            (d) Issuance of New Warrants. Whenever the Company is required to
issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i)
shall be of like tenor with this Warrant, (ii) shall represent, as indicated on
the face of such new Warrant, the right to purchase the Warrant Shares then
underlying this Warrant (or in the case of a new Warrant being issued pursuant
to Section 7(a) or Section 7(c), the Warrant Shares designated by the holder of
this Warrant which, when added to the number of shares of Common Stock
underlying the other new Warrants issued in connection with such issuance, does
not exceed the number of Warrant Shares then underlying this Warrant), (iii)
shall have an issuance date, as indicated on the face of such new Warrant which
is the same as the Issuance Date, and (iv) shall have the same rights and
conditions as this Warrant.

      8. NOTICES. Whenever notice is required to be given under this Warrant,
unless otherwise provided herein, such notice shall be given in accordance with
Section 9(f) of the Securities Purchase Agreement. The Company shall provide the
holder of this Warrant with prompt written notice of all actions taken pursuant
to this Warrant, including in reasonable detail a description of such action and
the reason therefore. Without limiting the generality of the foregoing, the
Company will give written notice to the holder of this Warrant (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail,
and certifying, the calculation of such adjustment and (ii) at least fifteen
days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the Common Stock, (B) with
respect to any grants, issues or sales of any Options, Convertible Securities or
rights to purchase stock, warrants, securities or other property to holders of
Common Stock or (C) for determining rights to vote with respect to any Change of
Control (as defined in the SPA Securities), dissolution or liquidation, provided
in each case that such information shall be made known to the public prior to or
in conjunction with such notice being provided to such holder. Notwithstanding
the foregoing, Section 4(j) of the Securities Purchase Agreement shall apply to
all notices given pursuant to this Warrant.

      9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the
provisions of this Warrant may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the Company has obtained the written consent of the holders of
Redemption Warrants representing at least two-thirds of the shares of Common
Stock obtainable upon exercise of the Redemption Warrants then outstanding;
provided that no such action may increase the exercise price of any Redemption
Warrant or decrease the number of shares or class of stock obtainable upon
exercise of any Redemption Warrant without the written consent of the holder of
this Warrant. No such amendment shall be effective to the extent that it applies
to less than all of the holders of the Redemption Warrants then outstanding.

      10. GOVERNING LAW. This Warrant shall be construed and enforced in
accor-

                                      -12-
<PAGE>
dance with, and all questions concerning the construction, validity,
interpretation and performance of this Warrant shall be governed by, the
internal laws of the State of New York, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York.

      11. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly
drafted by the Company and all the Purchasers and shall not be construed against
any person as the drafter hereof. The headings of this Warrant are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant.

      12. DISPUTE RESOLUTION. In the case of a dispute as to the determination
of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall submit the disputed determinations or arithmetic calculations via
facsimile within two Business Days of receipt of the Exercise Notice giving rise
to such dispute, as the case may be, to the holder of this Warrant. If the
holder of this Warrant and the Company are unable to agree upon such
determination or calculation of the Exercise Price or the Warrant Shares within
three Business Days of such disputed determination or arithmetic calculation
being submitted to the Holder, then the Company shall, within two Business Days
submit via facsimile (a) the disputed determination of the Exercise Price to an
independent, reputable investment bank selected by the Company and reasonably
approved by the holder of this Warrant or (b) the disputed arithmetic
calculation of the Warrant Shares to the Company's independent, outside
accountant. The Company shall cause the investment bank or the accountant, as
the case may be, to perform the determinations or calculations and notify the
Company and the Holder of the results no later than ten Business Days from the
time it receives the disputed determinations or calculations. Such investment
bank's or accountant's determination or calculation, as the case may be, shall
be binding upon all parties absent demonstrable error.

      13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The
remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, the Securities Purchase Agreement,
the Pledge Agreement (as defined in the Securities Purchase Agreement), the
Control Agreement (as defined in the Pledge Agreement), the SPA Securities, the
Registration Rights Agreement and the Redemption, Amendment and Exchange
Agreement, at law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the right of the
holder of this Warrant right to pursue actual damages for any failure by the
Company to comply with the terms of this Warrant. The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the
holder of this Warrant and that the remedy at law for any such breach may be
inadequate. The Company therefore agrees that, in the event of any such breach
or threatened breach, the holder of this Warrant shall be entitled, in addition
to all other available remedies, to an injunction restraining any breach,
without the necessity of showing economic loss and without any bond or other
security being required.

      14. TRANSFER. This Warrant may be offered for sale, sold, transferred or
assigned without the consent of the Company, except as may otherwise be required
by Section 2(f) of the Securities Purchase Agreement.



                                      -13-
<PAGE>
      15. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms
shall have the following meanings:

            (a) "BLOOMBERG" means Bloomberg Financial Markets.

            (b) "BUSINESS DAY" means any day other than Saturday, Sunday or
other day on which commercial banks in The City of New York are authorized or
required by law to remain closed.

            (c) "CLOSING BID PRICE" and "CLOSING SALE PRICE" means, for any
security as of any date, the last closing bid price and last closing trade
price, respectively, for such security on the Principal Market, as reported by
Bloomberg, or, if the Principal Market begins to operate on an extended hours
basis and does not designate the closing bid price or the closing trade price,
as the case may be, then the last bid price or last trade price, respectively,
of such security prior to 4:00:00 p.m., New York Time, as reported by Bloomberg,
or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price,
respectively, of such security on the principal securities exchange or trading
market where such security is listed or traded as reported by Bloomberg, or if
the foregoing do not apply, the last closing bid price or last trade price,
respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid
price or last trade price, respectively, is reported for such security by
Bloomberg, the average of the bid prices, or the ask prices, respectively, of
any market makers for such security as reported in the "pink sheets" by Pink
Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid
Price or the Closing Sale Price cannot be calculated for a security on a
particular date on any of the foregoing bases, the Closing Bid Price or the
Closing Sale Price, as the case may be, of such security on such date shall be
the fair market value as mutually determined by the Company and the Holder. If
the Company and the Holder are unable to agree upon the fair market value of
such security, then such dispute shall be resolved pursuant to Section 12. All
such determinations to be appropriately adjusted for any stock dividend, stock
split, stock combination or other similar transaction during the applicable
calculation period.

            (d) "COMMON STOCK" means (i) the Company's common stock, par value
$0.001 per share, and (ii) any capital stock into which such Common Stock shall
have been changed or any capital stock resulting from a reclassification of such
Common Stock.

            (e) "COMMON STOCK DEEMED OUTSTANDING" means, at any given time, the
number of shares of Common Stock actually outstanding at such time, plus the
number of shares of Common Stock deemed to be outstanding pursuant to Sections
2(a)(i) and 2(a)(ii) hereof regardless of whether the Options or Convertible
Securities are actually exercisable or convertible at such time, but excluding
any shares of Common Stock owned or held by or for the account of the Company or
issuable upon conversion or exercise of the SPA Securities, conversion of the
Replacement Notes or exercise of the Redemption Warrants.

            (f) "CONVERTIBLE SECURITIES" means any stock or securities (other
than Options) directly or indirectly convertible into or exercisable or
exchangeable for Common Stock.



                                      -14-
<PAGE>
            (g) "EXCLUDED SECURITIES" means any shares of Common Stock issued or
issuable (i) in connection with one or more strategic partnerships or joint
ventures in which there is a significant commercial relationship with the
Company, in an amount not to exceed, in the aggregate, gross proceeds to the
Company of $10,000,000 or an aggregate of 5,000,000 shares of Common Stock, (ii)
in connection with any acquisition by the Company, whether through an
acquisition for stock or a merger, of any business, assets or technologies the
primary purpose of which is not to raise equity capital, in an amount not to
exceed, in the aggregate, 19.99% of the total outstanding shares of Common Stock
in any calendar year, (iii) pursuant to a bona fide firm commitment underwritten
public offering with a nationally recognized underwriter which generates gross
proceeds to the Company in excess of $22,500,000 (other than an "at-the-market
offering" as defined in Rule 415(a)(4) under the 1933 Act and "equity lines")
and (iv) upon conversion of any Options or Convertible Securities which are
outstanding under any stock option plan of the Company on the day immediately
preceding December 31, 2002, provided that the terms of such Options or
Convertible Securities are not amended, modified or changed on or after such
date.

            (h) "EXPIRATION DATE" means December 31, 2007.

            (i) "OPTIONS" means any rights, warrants or options to subscribe for
or purchase Common Stock or Convertible Securities.

            (j) "PERSON" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization, any other entity and a government or any department or agency
thereof.

            (k) "PRINCIPAL MARKET" means the Nasdaq National Market or in the
event that the Company is no longer listed with the Nasdaq National Market, the
market or exchange on which the Common Stock is then listed and traded, which
only may be The New York Stock Exchange, Inc., the American Stock Exchange or
The NASDAQ SmallCap Market.

            (l) "PURCHASERS" means the holders of the Replacement Notes.

            (m) "REPLACEMENT NOTES" means the Replacement Notes issued pursuant
to the Redemption, Amendment and Exchange Agreements.

            (n) "REDEMPTION, AMENDMENT AND EXCHANGE AGREEMENTS" means those
certain redemption, amendment and exchange agreements between the Company and
each of the initial holders of the Replacement Notes pursuant to which the
Company issued the Replacement Notes.

            (o) "REGISTRATION RIGHTS AGREEMENT" means that certain registration
rights agreement between the Company and the Purchasers, as amended.

            (p) "SECURITIES PURCHASE AGREEMENT" means that certain securities
purchase agreement among the Company and the Purchasers, as amended.

            (q) "SPA SECURITIES" means the convertible notes and the warrants
issued



                                      -15-
<PAGE>
pursuant to the Securities Purchase Agreement.





                            [SIGNATURE PAGE FOLLOWS]



                                      -16-
<PAGE>
      IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common
Stock to be duly executed as of the Issuance Date set out above.

                                          VIEWPOINT CORPORATION

                                          By:
                                             -----------------------------------
                                                Name:  Brian J. O'Donoghue
                                                Title: Executive Vice President
<PAGE>
                                                                       EXHIBIT A

                                 EXERCISE NOTICE

            TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
                        WARRANT TO PURCHASE COMMON STOCK

                              VIEWPOINT CORPORATION

      The undersigned holder hereby exercises the right to purchase
_________________ of the shares of Common Stock ("WARRANT SHARES") of Viewpoint
Corporation, a Delaware corporation (the "COMPANY"), evidenced by the attached
Warrant to Purchase Common Stock (the "WARRANT"). Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Warrant.

      1. Form of Exercise Price. The Holder intends that payment of the Exercise
Price shall be made as:

            ____________ a "Cash Exercise" with respect to ________________
                         Warrant Shares; and/or

            ____________ a "Cashless Exercise" with respect to _______________
                         Warrant Shares.

      [INSERT THIS PARAGRAPH (2) IN THE EVENT THAT THE HOLDER HAS NOT ELECTED A
CASHLESS EXERCISE IN ACCORDANCE WITH THE TERMS OF THE WARRANT AS TO ALL OF THE
WARRANT SHARES TO BE ISSUED PURSUANT HERETO] 2. Payment of Exercise Price. The
holder is hereby delivering to the Company payment in the amount of $_________
representing the Aggregate Exercise Price for such Warrant Shares not subject to
a Cashless Exercise in accordance with the terms of the Warrant.

      3. Delivery of Warrant Shares. The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

Date: _______________ __, ______


__________________________________________
   Name of Registered Holder

By:
      ____________________________________
      Name:
      Title:
<PAGE>
                                 ACKNOWLEDGMENT

      The Company hereby acknowledges this Exercise Notice and hereby directs
Equiserve Trust Company to issue the above indicated number of shares of Common
Stock in accordance with the Transfer Agent Instructions dated December 31, 2002
from the Company and acknowledged and agreed to by Equiserve Trust Company.

                                          VIEWPOINT CORPORATION

                                          By:
                                             -----------------------------------
                                                Name:
                                                Title:




</TEXT>
</DOCUMENT>
