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                                                                    Exhibit 10.5

                                 FORM OF 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: __________, 2003 ("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 "SPA WARRANTS")
issued pursuant to Section 1 of that certain Securities Purchase Agreement,
dated as of December 31, 2002 (the "INITIAL ISSUANCE DATE"), among the Company
and the purchasers (the "PURCHASERS") referred to therein (the

________________________
(1)Number of shares of Common Stock for each $1,000 of principal amount of SPA
Securities purchased on the applicable Closing Date equal to the quotient of (a)
$200 divided by (b) $1.9275 (as appropriately adjusted for any stock splits,
stock dividends, stock combinations and other similar transactions of the Common
Stock which occur after the Initial Issuance Date and, on the terms of Section 2
hereof in proportion to adjustments that would have been made to the initial
Exercise Price hereunder had this Warrant been issued on the Initial Issuance
Date for any issuances or deemed issuances of securities by the Company which
occur after the Initial Issuance Date).
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"SECURITIES PURCHASE AGREEMENT").

         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

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$__________(2), subject to adjustment as provided herein.

                  (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).

(2)Insert $2.71 (as appropriately adjusted for any stock splits, stock
dividends, stock combinations and other similar transactions of the Common Stock
which occur after the Initial Issuance Date and other deemed adjustments
pursuant to Section 2(a)(vi) hereof).

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                  (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
                           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 4.99% 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

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         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 SPA 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 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 SPA 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 SPA Warrants issued to such Purchaser
         pursuant to the Securities Purchase Agreement on the Initial Issuance
         Date and the denominator of which is 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 (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 SPA 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 SPA Warrants shall exercise
         all of such holder's SPA 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 SPA Warrants on a pro rata
         basis in proportion to the shares of Common Stock underlying the SPA
         Warrants then held by each such

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<PAGE>
         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
on or after the date of issuance of this Warrant 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 of any SPA Securities or upon exercise of any
SPA Warrants, (III) in connection with the payment of any interest in shares of
Common Stock on any SPA Securities 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

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         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 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 the date
         of issuance of this Warrant 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

                                      -7-
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         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. The holders of
         SPA Warrants representing at least two-thirds of the shares of Common
         Stock obtainable upon exercise of the SPA 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 SPA
         Warrants representing at least two-thirds of the shares of Common Stock
         obtainable upon exercise of the SPA 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 on
         and including the Initial Issuance Date 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.

                                      -8-
<PAGE>
                  (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 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

                                      -9-
<PAGE>
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 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 SPA Warrants representing at least two-thirds of
the shares of Common Stock obtainable upon exercise of the SPA 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

                                      -10-
<PAGE>
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 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
SPA 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 SPA Warrants, 100% of the number of
shares of Common Stock as shall from time to time be necessary to effect the
exercise of the SPA 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)),

                                      -11-
<PAGE>
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 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

                                      -12-
<PAGE>
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 SPA
Warrants representing at least two-thirds of the shares of Common Stock
obtainable upon exercise of the SPA Warrants then outstanding; provided that no
such action may increase the exercise price of any SPA Warrant or decrease the
number of shares or class of stock obtainable upon exercise of any SPA 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 SPA Warrants then outstanding.

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

                                      -13-
<PAGE>
defined in the Pledge Agreement), the SPA Securities and the Registration Rights
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.

         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

                                      -14-
<PAGE>
$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 of the SPA Securities or exercise of the SPA
Warrants.

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

                  (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 the Initial Issuance Date, provided that the terms of such Options or
Convertible Securities are not amended, modified or changed on or after the
Initial Issuance Date.

                  (h) "EXPIRATION DATE" means the date four years after the
Initial Closing Date (as defined in the Securities Purchase Agreement) or, if
such date falls on a day other than a Business Day or on which trading does not
take place on the Principal Market (a "HOLIDAY"), the next date that is not a
Holiday.

                  (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 either The New York Stock Exchange, Inc. or the American Stock
Exchange.

                                      -15-
<PAGE>
                  (l) "REGISTRATION RIGHTS AGREEMENT" means that certain
registration rights agreement between the Company and the Purchasers.

                  (m) "SPA SECURITIES" means the convertible notes issued
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:
                                              Title:
<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: