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                                                                    EXHIBIT 10.1

                            STOCK PURCHASE AGREEMENT

            STOCK PURCHASE AGREEMENT, dated as of November 12, 2003, between
Viewpoint Corporation, a Delaware corporation (the "COMPANY"), and Federal
Partners, L.P., a Delaware limited partnership (the "PURCHASER").

                                    PREAMBLE

            The Company has duly authorized the issuance of 3,125,000 shares of
the Company's common stock, par value $.001 per share (the "COMMON STOCK"),
pursuant to the provisions of this Stock Purchase Agreement.

            Each party hereto agrees as follows for the benefit of the other
party:

                                   ARTICLE ONE

                                   DEFINITIONS

         SECTION 1.01. DEFINITIONS.

            "BOARD OF DIRECTORS" means, as to any Person, the board of directors
of such Person or any duly authorized committee thereof.

            "BOARD RESOLUTION" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification.

            "BUSINESS DAY" means any day other than a Saturday, Sunday or any
other day on which banking institutions in The City of New York are required or
authorized by law or other governmental action to be closed.

            "CAPITAL STOCK" means (1) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents,
however designated, of corporate stock, including each class of common stock and
preferred stock of such Person and (2) with respect to any Person that is not a
corporation, any and all partnership or other equity interests of such Person.

            "CLOSING" has the meaning set forth in Section 2.02.

            "COMMON STOCK" has the meaning set forth in the Preamble.

            "COMMISSION" means the Securities and Exchange Commission, or any
successor agency thereto with respect to the regulation or registration of
securities.

            "COMPANY" means the party named as such in the Preamble until a
successor replaces it pursuant to this Stock Purchase Agreement.
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            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

            "GAAP" is defined to mean generally accepted accounting principles
in the United States of America as in effect from time to time, including,
without limitation, those set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as approved by
a significant segment of the accounting profession.

            "LIEN" means any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

            "OPINION OF COUNSEL" means a written opinion from legal counsel
which counsel may be counsel to or an employee of the Company.

            "PERSON" means an individual, partnership, corporation,
unincorporated organization, trust or joint venture, or a governmental agency or
political subdivision thereof.

            "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of November 12, 2003, by and between the Company and the
Purchaser, as amended from time to time.

             "SECURITIES ACT" means the Securities Act of 1933, as amended, or
any successor statute or statutes thereto.

            "STOCK PURCHASE AGREEMENT" means this Stock Purchase Agreement,
dated as of November 12, 2003, by and between the Company and the Purchaser, as
amended from time to time.

            "SUBSIDIARY," with respect to any Person, means (i) any corporation
of which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances
shall at the time be owned, directly or indirectly, by such Person, or (ii) any
other Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.

            "WHOLLY OWNED SUBSIDIARY" of any Person means any Subsidiary of such
Person of which all the outstanding voting securities (other than directors'
qualifying shares) are owned by such Person or any Wholly Owned Subsidiary of
such Person.

         SECTION 1.02. RULES OF CONSTRUCTION.

            Unless the context otherwise requires:

            (1) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

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            (2) "or" is not exclusive;

            (3) words in the singular include the plural, and words in the
plural include the singular;

            (4) provisions apply to successive events and transactions; and

            (5) "herein," "hereof" and other words of similar import refer to
this Stock Purchase Agreement as a whole and not to any particular Article,
Section or other subdivision.

                                  ARTICLE TWO

                                THE COMMON STOCK

         SECTION 2.01. PURCHASE AND SALE OF THE COMMON STOCK.

            Subject to the terms and conditions of this Stock Purchase Agreement
and in reliance on the representations, warranties and covenants of the parties
contained herein, the Company shall issue and deliver 3,125,000 shares of Common
Stock to the Purchaser, and the Purchaser shall purchase such Common Stock from
the Company for the aggregate purchase price of $2,500,000, at the Closing
described in Section 2.02.

         SECTION 2.02. CLOSING.

            The closing of the transactions contemplated by Section 2.01 (the
"CLOSING") shall take place at 3:00 p.m. on the date hereof at the offices of
Patterson, Belknap, Webb & Tyler LLP or at such other place as the Company and
Purchaser shall mutually agree.

            At the Closing, the Company shall deliver to the Purchaser
certificates representing the Common Stock to be purchased by the Purchaser at
the Closing duly registered in the name of the Purchaser. Delivery of such
certificates to the Purchaser shall be made against receipt by the Company from
the Purchaser of the aggregate purchase price set forth in Section 2.01 by wire
transfer of immediately available funds to an account designated by the Company
in writing for such purpose.

                                 ARTICLE THREE

                         REPRESENTATIONS AND WARRANTIES

         SECTION 3.01. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

            In order to induce the Purchaser to enter into this Stock Purchase
Agreement and purchase the Common Stock, the Company represents and warrants to
the Purchaser as follows:

                  (a) Organization, Good Standing and Corporate Power. The
         Company is a corporation duly organized, validly existing and in good
         standing under the laws of the


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         State of Delaware, with all requisite corporate power and authority to
         own its properties and to conduct its business as presently conducted.
         The Company is qualified to do business and is in good standing (or has
         active status) in each jurisdiction in which the failure to be so
         qualified could have a Material Adverse Effect (as hereinafter
         defined). The Company has all requisite corporate power and authority
         to enter into this Stock Purchase Agreement and to perform its
         obligations hereunder, including, without limitation, the issuance and
         sale of the Common Stock.

                  (b) Due Authorization; Enforceability; No Conflicts. The
         Company has taken all corporate and stockholder action necessary to
         authorize the execution, delivery and performance by it of this Stock
         Purchase Agreement. Assuming the due execution and delivery of this
         Stock Purchase Agreement by the Purchaser, this Stock Purchase
         Agreement constitutes a valid and binding obligation of the Company,
         enforceable against the Company in accordance with its terms, subject
         to applicable bankruptcy, insolvency, reorganization, moratorium and
         other similar laws relating to the enforcement of creditors' rights
         generally, the availability of equitable remedies and to general equity
         principles. The execution, delivery and performance by the Company of
         this Stock Purchase Agreement and compliance by the Company with the
         terms hereof will not violate, conflict with or cause an event of
         default under the Company's Certificate of Incorporation or the
         Company's Bylaws, or any resolutions of the Company's Board of
         Directors or stockholders or any agreement, instrument, judgment,
         order, law, rule or regulation applicable to the Company or by which
         the Company is bound or to which any of the Company's properties are
         subject, except where such violation, conflict or event of default
         would not result in a material adverse effect on the Company's
         business, financial condition, results of operations or properties (a
         "MATERIAL ADVERSE EFFECT"). The Common Stock, upon issuance in
         accordance with the terms of this Stock Purchase Agreement, are and
         will continue upon issuance to be duly authorized, validly issued,
         fully-paid and nonassessable and free of any Liens, claims or
         encumbrances and rights of first refusal.

                  (c) Capitalization. The authorized Capital Stock of the
         Company consists of (i) 5,000,000 shares of preferred stock, par value
         .001 per share, of which no shares are issued and outstanding, and (ii)
         75,000,000 shares of Common Stock, of which 45,998,007 shares are
         issued and outstanding. Except as set forth on SCHEDULE 3.01(c) annexed
         hereto, there are no outstanding subscriptions, rights, options,
         warrants, conversion rights, agreements or other claims for the
         purchase or acquisition from the Company of any shares of its Capital
         Stock or obligating the Company to issue, repurchase, register or
         otherwise acquire, any shares of its Capital Stock or any securities
         convertible into, exercisable or exchangeable for, or otherwise
         entitling the holder to acquire, any shares of Capital Stock of the
         Company.

                  (d) Reports and Financial Statements. The Company has
         previously furnished the Purchaser with true and complete copies, as
         amended or supplemented, of the following documents, to the extent not
         available on the EDGAR system (i) Annual Report on Form 10-K for the
         year ended December 31, 2002, as filed with the Commission, (ii) proxy
         statements relating to all meetings of its shareholders (whether


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         annual or special) since June 1, 2003 and (iii) all other reports or
         registration statements filed by the Company with the SEC since
         December 31, 2002 (such reports, registration statements and other
         filings, together with any amendments or supplements thereto, are
         collectively referred to as the "COMPANY COMMISSION FILINGS"). The
         Company Commission Filings constituted all of the documents required to
         be filed by the Company with the Commission since December 31, 2002. As
         of their respective dates, such Company's Commission Filings (as
         amended or supplemented) complied in all material respects with the
         requirements of the Securities Act and the Exchange Act and the rules
         and regulations of the Commission promulgated thereunder, and did not
         contain any untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading. The audited consolidated financial statements and
         any unaudited interim financial statements of the Company included in
         such Company's Commission Filings comply as to form in all material
         respects with applicable accounting requirements and the published
         rules and regulations of the Commission with respect thereto, and have
         been prepared in accordance with GAAP (except as may be indicated
         therein or in the notes thereto and, in the case of the quarterly
         financial statements, as permitted by Form 10-Q under the Exchange Act)
         and fairly present in all material respects the financial position of
         the Company at the dates thereof and the results of its operations and
         its cash flows for the periods then ended.

                  (e) Absence of Certain Changes or Events. Except as publicly
         disclosed or otherwise disclosed in writing or orally (provided that
         any oral disclosure hereunder must be made to Steve Duff) prior to the
         date of this Stock Purchase Agreement or as otherwise contemplated by
         this Stock Purchase Agreement, since, September 30, 2003, there has not
         been any material adverse change or material adverse development in the
         financial condition, results of operations, or the business or
         properties of the Company.

                  (f) Information in the Registration Statement. None of the
         information relating to the Company, its officers or directors,
         supplied by the Company for inclusion or incorporation by reference in
         the registration statement (the "REGISTRATION STATEMENT") to be filed
         with the Commission by the Company pursuant to the Registration Rights
         Agreement to be entered into between the Company and the Purchaser or
         any amendments or supplements thereto, will, at the time it becomes
         effective under the Securities Act and at the effective date, contain
         any untrue statement of material fact or omit to state any material
         fact required to be stated therein or necessary in order to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading. If at any time prior to the effective date any
         event with respect to the Company, its officers or directors should
         occur which is required to be described in an amendment, or a
         supplement to, the Registration Statement, such event shall be so
         described and such description in such amendment or supplement of such
         information will not contain any statement which, at the time and in
         light of circumstances under which it is made, is false or misleading
         with respect to any material fact or omits to state any material fact
         required to be stated therein or in the Registration Statement or
         necessary to make the statements therein or in the Registration
         Statement not false or misleading.

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                  (g) Compliance With Laws. The conduct of the business of the
         Company complies in all material respects with all statutes, laws,
         regulations, ordinances, rules, judgments, orders or decrees applicable
         thereto. Except as set forth on SCHEDULE 3.01(g) annexed hereto, the
         Company has not received notice of any alleged material violation of
         any statute, law, regulation, ordinance, rule, judgment, order or
         decree from any governmental authority applicable to the Company or any
         of its assets or properties which has not been satisfactorily disposed
         of.

                  (h) Consents. Except as set forth on SCHEDULE 3.01(h) annexed
         hereto, no consent or waiver of, order or approval by, or filing with
         any governmental authority or other third party is required in
         connection with the Company's execution, delivery and performance of
         this Stock Purchase Agreement.

                  (i) Litigation Proceedings. Except as set forth on SCHEDULE
         3.01(i) annexed hereto, there is no action, suit, notice of violation,
         proceeding or investigation pending or, to the knowledge of the
         Company, threatened against or affecting the Company or any of its
         properties before or by any court, governmental or administrative
         agency or regulatory authority (federal, state, county, local or
         foreign) which (i) adversely affects or challenges the legality,
         validity or enforceability of any of this Stock Purchase Agreement and
         (ii) could reasonably be expected to, individually or in the aggregate,
         have a Material Adverse Effect.

                  (j) No Default or Violation. Except as set forth on SCHEDULE
         3.01(j) annexed hereto, the Company (i) is not in default under or in
         violation of any indenture, loan or other credit agreement or any other
         agreement or instrument to which it is a party or by which it or any of
         its properties is bound, (ii) is not in violation of any order of any
         court, arbitrator or governmental body applicable to it, (iii) is not
         in violation of any statute, rule or regulation of any governmental
         authority to which it is subject or (iv) is not in default under or in
         violation of its Certificate of Incorporation, Bylaws or other
         organizational documents, respectively, except in each case for
         defaults and violations which individually or in the aggregate would
         not reasonably be expected to have a Material Adverse Effect. The
         business of the Company is not being conducted, and shall not be
         conducted in violation of any law, ordinance, rule or regulation of any
         governmental entity, except where such violations have not resulted or
         would not reasonably be expected to result, individually or in the
         aggregate, in a Material Adverse Effect. The Company is not in breach
         of any agreement where such breach, individually or in the aggregate,
         would not reasonably be expected to have a Material Adverse Effect.

                  (k) Private Offering. Neither the Company nor any person
         acting on its behalf has taken or will take any action which might
         subject the offering, issuance or sale of the Common Stock to the
         Purchaser hereunder to the registration requirements of the Securities
         Act. The offer, sale and issuance of the Common Stock to the Purchaser
         will not be integrated with any other offer, sale and issuance of the
         Company's securities (past, current, or future) under the Securities
         Act or any regulations of any exchange or automated quotation system on
         which any of the securities of the Company are listed or designated or
         for purposes of any stockholder approval provision applicable to the


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         Company or its securities. Subject to the accuracy and completeness of
         the representations and warranties of the Purchaser contained in
         Section 3.02 hereof, the offer, sale and issuance by the Company to the
         Purchaser of the Common Stock hereunder is exempt from the registration
         requirements of the Securities Act.

                  (l) Investment Company. The Company is not, and is not
         controlled by or under common control with an affiliate of an
         "investment company" within the meaning of the Investment Company Act
         of 1940, as amended.

                  (m) Solicitation Materials. The Company has not (i)
         distributed any offering materials in connection with the offering and
         sale of the Common Stock to the Purchaser hereunder or (ii) solicited
         any offer to buy or sell the Common Stock hereunder by means of any
         form of general solicitation or advertising.

                  (n) Listing and Maintenance Requirements Compliance. Except as
         set forth on SCHEDULE 3.01(n) annexed hereto, the Company has not in
         the two years preceding the date hereof received written notice from
         any stock exchange or market on which the Common Stock is or has been
         listed (or on which it has been quoted) to the effect that the Company
         is not in compliance with the listing or maintenance requirements of
         such exchange or market.

                  (o) Registration Rights; Rights of Participation. Except as
         set forth on SCHEDULE 3.01(o) annexed hereto, the Company has not
         granted or agreed to grant to any person any rights (including
         "piggy-back" registration rights) to have any securities of the Company
         registered with the Commission or any other governmental authority
         which has not been satisfied, and no person, including, but not limited
         to, current or former stockholders of the Company, underwriters,
         brokers or agents, has any right of first refusal, preemptive right,
         right of participation, or any similar right to participate in the
         transactions contemplated by this Stock Purchase Agreement.

         SECTION 3.02. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

            In order to induce the Company to enter into this Stock Purchase
Agreement and issue the Common Stock, the Purchaser represents and warrants to
the Company as follows:

                  (a) Organization, Good Standing and Corporate Power. The
         Purchaser is a limited partnership duly formed, validly existing and in
         good standing under the laws of the State of its organization, with all
         requisite corporate power and authority to own its properties, conduct
         its business, enter into this Stock Purchase Agreement and perform its
         obligations hereunder.

                  (b) Due Authorization; Enforceability; No Conflicts. The
         Purchaser has taken all limited partnership action necessary to
         authorize the execution, delivery and performance by it of this Stock
         Purchase Agreement. Assuming the due execution and delivery of this
         Stock Purchase Agreement by the Company, this Stock Purchase Agreement
         constitutes a valid and binding obligation of the Purchaser,
         enforceable


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         against the Purchaser in accordance with its terms, subject to
         applicable bankruptcy, insolvency, reorganization, moratorium and other
         similar laws relating to the enforcement of creditors' rights
         generally, the availability of equitable remedies and general equity
         principles. The execution, delivery and performance by the Purchaser of
         this Stock Purchase Agreement and compliance by the Purchaser with the
         terms hereof will not violate, conflict with or cause an event of
         default under the Purchaser's organizational documents or any other
         agreement, instrument, judgment, order, law, rule or regulation by
         which the Purchaser is bound or to which any properties of the
         Purchaser are subject.

                  (c) Accredited Investor. The Purchaser is an "accredited
         investor" as that term is defined in Rule 501(a) under the Securities
         Act.

                  (d) Investment. The Purchaser is acquiring the Common Stock
         for investment for its own account and not with a present view to, or
         for resale in connection with, any distribution thereof. The Purchaser
         understands that the Common Stock has not been registered under the
         Securities Act or applicable state securities laws by reason of certain
         exemptions from the registration provisions thereof that depend upon,
         among other things, the truth and accuracy of the Purchaser's
         representations and warranties herein; provided, however, that by
         making the representations herein, the Purchaser does not agree to hold
         any of the Common Stock for any minimum or other specific term and
         reserves the right to dispose of the Common Stock at any time in
         accordance with or pursuant to a registration statement or an exemption
         under the Securities Act.

                  (e) Restricted Transferability. The Purchaser acknowledges
         that the Common Stock are being offered and sold hereunder in a private
         placement that is exempt from the registration requirements of the
         Securities Act and that certificates for the Common Stock will bear the
         legend set forth in Section 3.02(f) below.

                  (f) Legends. The Purchaser understands that the certificates
         representing the Common Stock, except as set forth below, shall bear
         any legend as required by the "blue sky" laws of any state and a
         restrictive legend in substantially the following form (and a
         stop-transfer order may be placed against transfer of such stock
         certificates):

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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 (A) AN
            EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES
            LAWS, OR (B) 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


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            SECURED BY THE SECURITIES.

                  (g) The legend set forth above shall be removed and the
         Company shall issue a certificate without such legend to the holder of
         the Common Stock upon which it is stamped, if, unless otherwise
         required by state securities laws, (i) such Common Stock are registered
         for sale under the Securities Act, (ii) in connection with a sale,
         assignment or other transfer, such holder provides the Company with an
         opinion of counsel, in a generally acceptable form, to the effect that
         such sale, assignment or transfer of the Common Stock may be made
         without registration under the Securities Act, or (iii) such holder
         provides the Company with reasonable assurance that the Common Stock
         can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A
         promulgated under the Securities Act (or a successor rule thereto)
         (collectively, "RULE 144").

                  (h) The Purchaser understands that except as provided in the
         Registration Rights Agreement: (i) the shares of Common Stock have not
         been and are not being registered under the Securities Act or any state
         securities laws, and may not be offered for sale, sold, assigned or
         transferred unless (A) subsequently registered thereunder, or (B) the
         Purchaser shall have delivered to the Company an opinion of counsel, in
         a generally acceptable form, to the effect that such Common Stock to be
         sold, assigned or transferred may be sold, assigned or transferred
         pursuant to an exemption from such registration, (ii) any sale of the
         Common Stock made in reliance on Rule 144 may be made in accordance
         with the terms of Rule 144 and further, if Rule 144 is not applicable,
         any resale of the Common Stock under circumstances in which the seller
         or Person through whom the sale is made may be deemed to be an
         underwriter (as that term is defined in the Securities Act) may require
         compliance with some other exemption under the Securities Act or the
         rules and regulations of the Commission thereunder; and (iii) neither
         the Company nor any other Person is under any obligation to register
         the Common Stock under the Securities Act or any state securities laws
         or to comply with the terms and conditions of any exemption thereunder.



                                  ARTICLE FOUR

                                    COVENANTS

         SECTION 4.01. PAYMENT OF TAXES AND OTHER CLAIMS.

            The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all material taxes, assessments and
governmental charges levied or imposed upon it or any of its Subsidiaries or
upon the income, profits or property of it or any of its Subsidiaries and (b)
all lawful claims for labor, materials and supplies which, in each case, if
unpaid, would reasonably be expected, by law, to become a material liability or
Lien upon the property of it or any of its Subsidiaries; provided, however, that
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim the amount, applicability
or validity of which is being contested in


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good faith by appropriate proceedings and for which adequate provision has been
made or for which adequate reserves, to the extent required under GAAP, have
been taken.

         SECTION 4.02. MAINTENANCE OF PROPERTIES AND INSURANCE.

            (a) The Company shall cause all material properties owned by or
leased by it or any of its Subsidiaries used or useful to the conduct of its
business or the business of any of its Subsidiaries to be maintained and kept in
normal condition, repair and working order and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals and
replacements thereof, all as in its judgment may be reasonably necessary, so
that the business carried on in connection therewith may be properly conducted
at all times; provided, however, that nothing in this Section 4.02 shall prevent
the Company or any of its Subsidiaries from discontinuing the use, operation or
maintenance of any of such properties, or disposing of any of them, if such
properties are, in the reasonable and good faith judgment of the Board of
Directors of the Company or such Subsidiary, as the case may be, no longer
reasonably necessary in the conduct of their respective businesses or such
disposition is otherwise permitted by this Stock Purchase Agreement.

            (b) The Company shall provide or cause to be provided, for itself
and each of its Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds that, in the reasonable, good faith judgment
of the Board of Directors of the Company, are adequate and appropriate for the
conduct of the business of the Company and such Subsidiaries in a prudent
manner, with reputable insurers or with the government of the United States of
America or an agency or instrumentality thereof, in such amounts, with such
deductibles and by such methods as shall be customary, in the good faith
judgment of the Board of Directors of the Company, for companies similarly
situated in the industry.

         SECTION 4.03. COMPLIANCE WITH LAWS.

            The Company will comply, and will cause each of its Subsidiaries to
comply, with all applicable statutes, rules, regulations, orders and
restrictions of the United States, all states and municipalities thereof, and of
any governmental department, commission, board, regulatory authority, bureau,
agency and instrumentality of the foregoing, in respect of the conduct of their
respective businesses and the ownership of their respective properties, except
for such noncompliances as are being contested in good faith and by appropriate
proceedings and except for such noncompliances as would not in the aggregate
reasonably be expected to have a Material Adverse Effect.

         SECTION 4.04. COMMISSION REPORTS.

            (a) The Company will deliver to the Purchaser promptly, but in any
event no later than 5 Business Days after it files with the Commission, to the
extent not available on the EDGAR system, copies of the quarterly and annual
reports and of the information, documents and other reports, if any, which the
Company is required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act.

            (b) In the event the Company is not required to furnish such reports
to its


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stockholders pursuant to the Exchange Act, the Company (at its own expense)
shall cause its consolidated financial statements, comparable to those which
would have been required to appear in annual or quarterly reports, to be
delivered to the Purchaser.

         SECTION 4.05. SECURITIES MATTERS.

            The Company shall file all periodic reports required to be filed
with the Commission pursuant to the Exchange Act in a timely manner and shall
not terminate its status as an issuer required to file periodic reports under
the Exchange Act.

            The Company shall promptly secure the listing of all Registrable
Securities (as defined in the Registration Rights Agreement) upon each national
securities exchange and automated quotation system, if any, upon which shares of
Common Stock are listed (subject to official notice of issuance) and shall
maintain such listing. The Company shall maintain the Common Stock's
authorization for quotation on the NASDAQ National market or obtain a listing on
the NASDAQ SmallCap Market, The New York Stock Exchange or the American Stock
Exchange.

            The Company shall timely file a Form D with respect to the Common
Stock as required under Regulation D and provide a copy thereof to the Purchaser
promptly after such filing. The Company shall, on or before the date of the
Closing, take such actions as shall be reasonably necessary in order to obtain
an exemption for or to qualify the Common Stock for sale to the Purchaser
pursuant to this Stock Purchase Agreement under applicable securities or "blue
sky" laws of the states of the United States (or to obtain an exemption from
such qualification) and shall provide evidence of any such action so taken to
the Purchaser on or prior to the date of the Closing. The Company shall make all
filings and reports relating to the offer and sale of the Common Stock required
under applicable securities or "blue sky" laws of the states of the United
States following the date of the Closing.

         SECTION 4.06. USE OF PROCEEDS.

            The Company will use the proceeds from the sale of the Common Stock
to pay existing indebtedness of the Company or for general corporate working
capital purposes.

                                  ARTICLE FIVE

                                   CONDITIONS

         SECTION 5.01. CONDITIONS TO THE COMPANY'S OBLIGATION.

            The obligation of the Company hereunder to issue and sell the Common
Stock to the Purchaser at the Closing is subject to the satisfaction, at or
before the Closing, of each of the following conditions, provided that these
conditions are for the Company's sole benefit and may be waived by the Company
at any time in its sole discretion by providing the Purchaser with prior written
notice thereof:

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<PAGE>

                  (a) The Purchaser shall have delivered to the Company the
         Registration Rights Agreement duly executed by the Purchaser.

                  (b) The Purchaser shall have delivered to the Company the
         purchase price for the Common Stock as set forth in Section 2.01 at the
         Closing by wire transfer of immediately available funds pursuant to the
         wire instructions provided by the Company.

         SECTION 5.02. CONDITIONS TO THE PURCHASER'S OBLIGATION.

            The obligation of the Purchaser to purchase the Common Stock at the
Closing is subject to the satisfaction, at or before the Closing, of each of the
following conditions, provided that these conditions are for the Purchaser's
sole benefit and may be waived by the Purchaser at any time in its sole
discretion by providing the Company with prior written notice thereof:

                  (a) The Purchaser shall have received the Registration Rights
         Agreement duly executed by the Company.

                  (b) The Purchaser shall have received certificates for shares
         of Common Stock to be purchased by it at the Closing.

                  (c) The Purchaser shall have received an Opinion of Counsel
         from the Company in the form and content reasonably acceptable to it.

                  (d) The Purchaser shall have received a certified copy of the
         Certificate of Incorporation of the Company, together with a Good
         Standing Certificate with respect to the Company issued by the
         Secretary of State of such state of incorporation as of a date within
         10 days of the date of the Closing.

                  (e) The Purchaser shall have received a copy of the
         certificate evidencing the Company's qualification as a foreign
         corporation in good standing issued by the Secretary of State of the
         State of New York as of a date within 10 days of the date of the
         Closing.

                  (f) The Purchaser shall have received a certificate executed
         by the Secretary of the Company and dated as of the date of the
         Closing, certifying as to (i) the resolutions as adopted by the
         Company's Board of Directors in connection with the authorization of
         the transactions contemplated hereby, (ii) the Certificate of
         Incorporation of the Company and (iii) the Bylaws of the Company, each
         as in effect at the time of the Closing Date.

                  (g) The Purchaser shall have received a copy of all
         governmental, regulatory or third party consents and approvals, if any,
         necessary for the sale of the Common Stock.

                  (h) The Purchaser shall have received a copy of such other
         documents relating to the transactions contemplated by this Stock
         Purchase Agreement as the Purchaser or its counsel may reasonably
         request.

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                                  ARTICLE SIX

                                  MISCELLANEOUS

         SECTION 6.01. NOTICES.

            Any notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
by telecopier, by reputable overnight delivery service, or registered mail,
postage prepaid, return receipt requested, addressed as follows:

            if to the Company:

                  Viewpoint Corporation
                  498 Seventh Avenue, Suite 1810
                  New York, New York 10018
                  Facsimile: (212) 201-0846
                  Attention:             General Counsel

            with a copy to

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

            if to the Purchaser:

                  Federal Partners, L.P.
                  c/o Ninth Floor Corporation, its General Partner
                  One Rockefeller Plaza, 1st Floor
                  New York, N.Y. 10020
                  Attn: Stephen M. Duff, Esq., Treasurer


            with a copy to:

                  Patterson, Belknap, Webb & Tyler LLP
                  1133 Avenue of the Americas
                  New York, New York  10036
                  Attention:  Jeffrey E. LaGueux, Esq.
                  Facsimile:  (212) 336-2222

            The Company and the Purchaser by written notice to each other may
designate additional or different addresses for notices to such Person. Any
notice or communication to the


                                       13
<PAGE>

Company shall be deemed to have been given or made as of the date so delivered
if personally delivered; when receipt is acknowledged, if telecopied; one (1)
business day after mailing by reputable overnight courier; and five (5) calendar
days after mailing if sent by registered mail, postage prepaid (except that,
notwithstanding the foregoing, a notice of change of address shall not be deemed
to have been given until actually received by the addressee). Notice to the
Purchaser shall be deemed given when actually received by the Purchaser.

         SECTION 6.02. GOVERNING LAW.

            THIS STOCK PURCHASE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS. THE PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF THE
FEDERAL OR STATE COURTS LOCATED IN THE CITY OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS STOCK PURCHASE AGREEMENT.

         SECTION 6.03. SUCCESSORS.

         All agreements of the Company in this Stock Purchase Agreement shall
bind its successors.

         SECTION 6.04. COUNTERPARTS.

            The parties may sign any number of copies of this Stock Purchase
Agreement. Each signed copy or counterpart shall be an original, but all of them
together shall represent the same agreement.

         SECTION 6.05. SEVERABILITY.

            In case any one or more of the provisions in this Stock Purchase
Agreement shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.

         SECTION 6.06. PAYMENT OF EXPENSES.

            The Company shall pay or reimburse Clark Partners P L.P. for its
reasonable out-of-pocket costs and expenses, including reasonable legal fees and
disbursements, incurred in connection with the preparation, execution and
delivery of this Stock Purchase Agreement up to a maximum of $30,000.

            The Company shall pay or reimburse the Purchaser for its reasonable
out-of-pocket costs and expenses, including reasonable legal fees and
disbursements, incurred in connection with any amendment, supplement, waiver or
modification to this Stock Purchase Agreement and for all of its out-of-pocket
costs and expenses, including reasonable legal fees,


                                       14
<PAGE>

incurred in connection with the enforcement of this Stock Purchase Agreement or
the Registration Rights Agreement.

                           [SIGNATURE PAGES TO FOLLOW]



                                       15
<PAGE>



                                   SIGNATURES

            IN WITNESS WHEREOF, the parties hereto have caused this Stock
Purchase Agreement to be duly executed, all as of the date first written above.

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

                                          VIEWPOINT CORPORATION


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

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

                                          FEDERAL PARTNERS, L.P., by Ninth
                                          Floor Corporation, its General Partner


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

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