<PAGE>

                                                                   Exhibit 10.58

                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "Agreement") is made
and entered into as of November 7, 2003, by and among First Virtual
Communications, Inc., a Delaware corporation (the "Company"), and the purchasers
named on the Schedule of Purchasers attached hereto as Exhibit A (each such
purchaser, a "Purchaser" and collectively, the "Purchasers").

                  This Agreement is made pursuant to the Securities Purchase
Agreement, dated as of the date hereof among the Company and the Purchasers (the
"Purchase Agreement").

                  The Company and the Purchasers hereby agree as follows:

         1.       Definitions. Capitalized terms used and not otherwise defined
herein that are defined in the Purchase Agreement shall have the meanings given
such terms in the Purchase Agreement. As used in this Agreement, the following
terms shall have the following meanings:

                  "Advice" shall have the meaning set forth in Section 6(d).

                  "Effectiveness Date" means, with respect to the Registration
         Statement required to be filed hereunder, the earlier of (a) the 90th
         calendar day following the date of the Filing Date, and (b) the fifth
         Trading Day following the date on which the Company is notified by the
         Commission that the Registration Statement will not be reviewed or is
         no longer subject to further review and comments.

                  "Effectiveness Period" shall have the meaning set forth in
         Section 2(a).

                  "Event" shall have the meaning set fort in Section 2(b).

                  "Event Date" shall have the meaning set forth in Section 2(b).

                  "Filing Date" means, with respect to the Registration
         Statement required to be filed hereunder, the 30th calendar day
         following the Closing Date.

                  "Holder" or "Holders" means the holder or holders, as the case
         may be, from time to time of Registrable Securities.

                  "Indemnified Party" shall have the meaning set forth in
         Section 5(c).

                  "Indemnifying Party" shall have the meaning set forth in
         Section 5(c).

                  "Losses" shall have the meaning set forth in Section 5(a).

                  "Proceeding" means an action, claim, suit, investigation or
         proceeding (including, without limitation, an investigation or partial
         proceeding, such as a deposition), whether commenced or threatened in
         writing.

                                       1
<PAGE>

                  "Prospectus" means the prospectus included in the Registration
         Statement (including, without limitation, a prospectus that includes
         any information previously omitted from a prospectus filed as part of
         an effective registration statement in reliance upon Rule 430A
         promulgated under the Securities Act), as amended or supplemented by
         any prospectus supplement, with respect to the terms of the offering of
         any portion of the Registrable Securities covered by the Registration
         Statement, and all other amendments and supplements to the Prospectus,
         including post-effective amendments, and all material incorporated by
         reference in such Prospectus.

                  "Registrable Securities" means all of the Shares and the
         Warrant Shares, together with any shares of Common Stock issued or
         issuable upon any stock split, dividend or other distribution,
         recapitalization or similar event with respect to the foregoing;
         provided, however, that a security ceases to be a Registrable Security
         when it: (i) has been registered pursuant to an effective registration
         statement under the Securities Act and sold in a manner contemplated by
         the Registration Statement, or (ii) has been transferred in compliance
         with Rule 144 under the Securities Act (or any successor provision
         thereto) or is transferable pursuant to paragraph (k) of such Rule 144
         (or any successor provision thereto).

                  "Registration Statement" means the registration statements
         required to be filed hereunder, including (in each case) the
         Prospectus, amendments and supplements to the registration statement or
         Prospectus, including pre- and post-effective amendments, all exhibits
         thereto, and all material incorporated by reference in the registration
         statement.

                  "Rule 415" means Rule 415 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same purpose and effect as such
         Rule.

                  "Rule 424" means Rule 424 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same purpose and effect as such
         Rule.

         2.       Registration.

                  (a)      On or prior to the Filing Date, the Company shall
         prepare and file with the Commission the Registration Statement
         covering the resale of all of the Registrable Securities for an
         offering to be made on a continuous basis pursuant to Rule 415. The
         Registration Statement required hereunder shall be on Form S-3 (except
         if the Company is not then eligible to register for resale the
         Registrable Securities on Form S-3, in which case the Registration
         shall be on another appropriate form in accordance herewith). The
         Registration Statement required hereunder shall contain (except if
         otherwise directed by the Holders) substantially the "Plan of
         Distribution" attached hereto as Annex A. Subject to the terms of this
         Agreement, the Company shall use commercially reasonable efforts to
         cause the Registration Statement to be declared effective under the
         Securities Act as promptly as possible after the filing thereof, but in
         any event not later than the Effectiveness Date, and shall use
         commercially reasonable efforts to keep the Registration Statement
         continuously effective, subject to Sections 3(c), 3(i) and 6(d) below,
         under the Securities Act until the date when all Registrable Securities
         covered by the Registration Statement have been sold or may

                                       2
<PAGE>

         be sold without volume restrictions pursuant to Rule 144(k) as
         determined by the counsel to the Company pursuant to a written opinion
         letter to such effect, addressed and acceptable to the Company's
         transfer agent and the affected Holders (the "Effectiveness Period").

                  (b)      If: (i) a Registration Statement is not filed on or
         prior to the Filing Date (if the Company files a Registration Statement
         without complying with Section 3(a), the Company shall not be deemed to
         have satisfied this clause (i)), or (ii) the Company fails to file with
         the Commission a request for acceleration in accordance with Rule 461
         promulgated under the Securities Act, within five Trading Days of the
         date that the Company is notified (orally or in writing, whichever is
         earlier) by the Commission that a Registration Statement will not be
         "reviewed," or is not subject to further review (unless the Company
         provides notice to the Holders of a circumstance contemplated by
         Section 3(c)(vi) that would make it appropriate to suspend the filing
         of the Registration Statement and the related Prospectus for a
         reasonable period of time not to exceed 10 Trading Days), or (iii)
         prior to the date when such Registration Statement is first declared
         effective by the Commission, the Company fails to file a pre-effective
         amendment and otherwise respond in writing to comments made by the
         Commission in respect of such Registration Statement within 15 Trading
         Days after the receipt of comments by or notice from the Commission
         that such amendment is required in order for a Registration Statement
         to be declared effective, or (iv) a Registration Statement filed or
         required to be filed hereunder is not declared effective by the
         Commission on or before the Effectiveness Date, or (v) after a
         Registration Statement is first declared effective by the Commission,
         it ceases for any reason to remain continuously effective as to all
         Registrable Securities for which it is required to be effective, or the
         Holders are not permitted to utilize the Prospectus therein to resell
         such Registrable Securities, for in any such case 15 consecutive days
         but no more than an aggregate of 30 days during any 12 month period
         (which need not be consecutive Trading Days)(any such failure or breach
         being referred to as an "Event," and for purposes of clause (i) or (iv)
         the date on which such Event occurs, or for purposes of clause (ii) the
         date on which such five Trading Day period (or, if there is a delay in
         filing as a result of a circumstance contemplated by Section 3(c)(vi),
         10 Trading Day period) is exceeded, or for purposes of clause (iii) the
         date which such 15 Trading Day period is exceeded, or for purposes of
         clause (v) the date on which such 15 or 30 day period, as applicable,
         is exceeded being referred to as "Event Date"), then in addition to any
         other rights the Holders may have hereunder or under applicable law:
         (x) on each such Event Date the Company shall pay to each Holder an
         amount in cash, as liquidated damages and not as a penalty, equal to
         1.5% of the aggregate purchase price paid by such Holder pursuant to
         the Purchase Agreement for any Registrable Securities then held by such
         Holder; and (y) on each monthly anniversary of each such Event Date (if
         the applicable Event shall not have been cured by such date) until the
         applicable Event is cured, the Company shall pay to each Holder an
         amount in cash, as liquidated damages and not as a penalty, equal to
         1.5% of the aggregate purchase price paid by such Holder pursuant to
         the Purchase Agreement for any Registrable Securities then held by such
         Holder; provided, however, that under no circumstances shall the
         Company be required to pay hereunder to any Holder during any one month
         period in excess of an aggregate of 1.5% of the aggregate purchase
         price paid by such Holder pursuant to the Purchase Agreement for any
         Registrable Securities then held by such Holder. If the Company fails
         to pay any liquidated damages pursuant to this Section 2(b) in full
         within 10 Trading Days after the date payable, the Company will pay
         interest thereon at a rate of 15% per annum (or such lesser maximum
         amount that is permitted to be paid by applicable law) to the Holder,
         accruing daily from the date such liquidated damages are due until such
         amounts, plus all such interest thereon, are paid in full. The
         liquidated damages pursuant to the terms

                                       3
<PAGE>

         hereof shall apply on a daily pro-rata basis for any portion of a month
         prior to the cure of an Event.

         3.       Registration Procedures

                  In connection with the Company's registration obligations
hereunder, the Company shall:

                  (a)      Not less than five Trading Days prior to the filing
         of the Registration Statement or two days prior to the filing of any
         related Prospectus or any amendment or supplement thereto, the Company
         shall, (i) furnish to the Holders copies of all such documents proposed
         to be filed (including documents incorporated or deemed incorporated by
         reference to the extent requested by such Person) which documents will
         be subject to the review of such Holders, and (ii) cause its officers
         and directors, counsel and independent certified public accountants to
         respond to such reasonable inquiries as shall be necessary, in the
         reasonable opinion of respective counsel to conduct a reasonable
         investigation within the meaning of the Securities Act. The Company
         shall not file the Registration Statement or any such Prospectus or any
         amendments or supplements thereto to which the Holders of a majority of
         the Registrable Securities then held by all Holders shall reasonably
         object in good faith, provided that the Company is notified of such
         objection in writing prior to the date 2 Trading Days after the Holders
         have been so furnished copies of such documents proposed to be filed.
         If the Company fails to file a Registration Statement or any such
         prospectus or any amendments or supplements thereto so as to give rise
         to an Event contemplated by Section 2(b) as a result of the Holders
         objection to the filing of the Registration Statement, the Company
         shall not be required to pay any liquidated damages contemplated by
         Section 2(b) with respect to such Event for any delay resulting from
         the Holder's objection to such filing.; provided, however, if it is
         later determined that such objections were reasonable and in good
         faith, the Company shall be required to pay such liquidated damages
         contemplated by Section 2(b) with respect to such Event.

                  (b)      (i) Prepare and file with the Commission such
         amendments, including post-effective amendments, to the Registration
         Statement and the Prospectus used in connection therewith as may be
         necessary to keep the Registration Statement continuously effective as
         to the applicable Registrable Securities for the Effectiveness Period;
         (ii) cause the related Prospectus to be amended or supplemented by any
         required Prospectus supplement, and as so supplemented or amended to be
         filed pursuant to Rule 424; (iii) reasonable efforts to respond as
         promptly as reasonably practicable to any comments received from the
         Commission with respect to the Registration Statement or any amendment
         thereto and, as promptly as reasonably possible, upon request, provide
         the Holders true and complete copies of all correspondence from and to
         the Commission relating to the Registration Statement; and (iv) comply
         in all material respects with the provisions of the Securities Act and
         the Exchange Act with respect to the disposition of all Registrable
         Securities covered by the Registration Statement during the applicable
         period in accordance with the intended methods of disposition by the
         Holders thereof set forth in the Registration Statement as so amended
         or in such Prospectus as so supplemented.

                  (c)      Notify the Holders of Registrable Securities to be
         sold as promptly as reasonably possible and (if requested by any such
         Person) confirm such notice in writing promptly following the day
         (i)(A) when a Prospectus or any Prospectus supplement or

                                       4
<PAGE>

         post-effective amendment to the Registration Statement is proposed to
         be filed; (B) the Commission notifies the Company that there will be a
         "review" of the Registration Statement and if the Commission comments
         in writing on the Registration Statement (the Company shall upon
         request provide true and complete copies thereof and all written
         responses thereto to each of the Holders); and (C) with respect to the
         Registration Statement or any post-effective amendment, when the same
         has become effective; (ii) of any request by the Commission or any
         other Federal or state governmental authority during the period of
         effectiveness of the Registration Statement for amendments or
         supplements to the Registration Statement or Prospectus or for
         additional information with respect to the Registration Statement;
         (iii) of the issuance by the Commission or any other federal or state
         governmental authority of any stop order suspending the effectiveness
         of the Registration Statement covering any or all of the Registrable
         Securities or the initiation of any Proceedings for that purpose; (iv)
         of the receipt by the Company of any notification with respect to the
         suspension of the qualification or exemption from qualification of any
         of the Registrable Securities for sale in any jurisdiction, or the
         initiation or threatening of any Proceeding for such purpose; and (v)
         of the occurrence of any event or passage of time that makes the
         financial statements included in the Registration Statement ineligible
         for inclusion therein or any statement made in the Registration
         Statement or Prospectus or any document incorporated or deemed to be
         incorporated therein by reference untrue in any material respect or
         that requires any revisions to the Registration Statement, Prospectus
         or other documents so that, in the case of the Registration Statement
         or the Prospectus, as the case may be, it will not contain any untrue
         statement of a material fact or omit to state any 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, or (vi) of the occurrence or existence of a pending
         corporate development or other material non-public information
         concerning the Company that, in the reasonable discretion of the
         Company, makes it appropriate to suspend the availability of the
         Registration Statement and the related Prospectus.

                  (d)      Use commercially reasonable efforts to avoid the
         issuance of, or, if issued, obtain the withdrawal of (i) any order
         suspending the effectiveness of the Registration Statement, or (ii) any
         suspension of the qualification (or exemption from qualification) of
         any of the Registrable Securities for sale in any jurisdiction, as soon
         as reasonably practicable.

                  (e)      Furnish to each Holder, without charge, at least one
         conformed copy of the Registration Statement and each amendment
         thereto, including financial statements and schedules, all documents
         incorporated or deemed to be incorporated therein by reference to the
         extent requested by such Person, and all exhibits to the extent
         requested by such Person (including those previously furnished or
         incorporated by reference) promptly after the filing of such documents
         with the Commission.

                  (f)      Upon request, promptly deliver to each Holder,
         without charge, as many copies of the Prospectus or Prospectuses
         (including each form of prospectus) and each amendment or supplement
         thereto as such Persons may reasonably request in connection with
         resales by the Holder of Registrable Securities. Subject to the terms
         of this Agreement, the Company hereby consents to the use of such
         Prospectus and each amendment or supplement thereto by each of the
         selling Holders in connection with the offering and sale of the
         Registrable Securities covered by such Prospectus and any amendment or
         supplement thereto, except after the giving of any notice pursuant to
         clauses (ii) through (vii) of Section 3(c).

                                       5
<PAGE>

                  (g)      Prior to any resale of Registrable Securities by a
         Holder, use its commercially reasonable efforts to register or qualify
         or cooperate with the selling Holders in connection with the
         registration or qualification (or exemption from the Registration or
         qualification) of such Registrable Securities for the resale by the
         Holder under the securities or Blue Sky laws of such jurisdictions
         within the United States as any Holder reasonably requests in writing,
         to keep each such Registration or qualification (or exemption
         therefrom) effective during the Effectiveness Period and to do any and
         all other acts or things reasonably necessary to enable the disposition
         in such jurisdictions of the Registrable Securities covered by the
         Registration Statement; provided, that the Company shall not be
         required to qualify generally to do business in any jurisdiction where
         it is not then so qualified, subject the Company to any material tax in
         any such jurisdiction where it is not then so subject or file a general
         consent to service of process in any such jurisdiction.

                  (h)      If requested by the Holders, cooperate with the
         Holders to facilitate the timely preparation and delivery of
         certificates representing Registrable Securities to be delivered to a
         transferee pursuant to the Registration Statement, which certificates
         shall be free, to the extent permitted by the Purchase Agreement and
         applicable state and federal securities laws, of all restrictive
         legends, and to enable such Registrable Securities to be in such
         denominations and registered in such names as any such Holders may
         request.

                  (i)      Upon the occurrence of any event contemplated by
         Section 3(c)(v), as promptly as reasonably possible, prepare a
         supplement or amendment, including a post-effective amendment, to the
         Registration Statement or a supplement to the related Prospectus or any
         document incorporated or deemed to be incorporated therein by
         reference, and file any other required document so that, as thereafter
         delivered, neither the Registration Statement nor such Prospectus will
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading. If the Company notifies the Holders in accordance
         with clauses (ii) through (vi) of Section 3(c) above to suspend the use
         of the use of any Prospectus until the requisite changes to such
         Prospectus have been made, then the Holders shall suspend use of such
         Prospectus. The Company will use its best efforts to ensure that the
         use of the Prospectus may be resumed as promptly as is practicable. The
         Company shall be entitled to exercise its right under this Section 3(i)
         to suspend the availability of a Registration Statement and Prospectus,
         subject to the payment of liquidated damages pursuant to Section 2(b),
         for a period not to exceed 60 consecutive days or for multiple periods
         not to exceed 90 days in the aggregate in any 12 month period.

                  (j)      Comply with all applicable rules and regulations of
         the Commission.

                  (k)      The Company may require each Holder to furnish to the
         Company a certified statement as to the number of shares of Common
         Stock beneficially owned by such Holder and the person thereof that has
         voting and dispositive control over the Shares. During any periods that
         the Company is unable to meet its obligations hereunder with respect to
         the registration of the Registrable Securities solely because any
         Holder fails to furnish such information within three Trading Days of
         the Company's request, any liquidated damages that are accruing at such
         time or that result from such delay shall be tolled and any Event that
         may otherwise occur solely because of such delay shall be suspended,
         until such information is delivered to the Company.

                                       6
<PAGE>

         4.       Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to
the Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the Trading Market on which the Common Stock is then
listed for trading, and (B) in compliance with applicable state securities or
Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the printing of prospectuses is reasonably requested by the holders of a
majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder. In no event shall the Company be
responsible for any broker or similar commissions or, except to the extent
provided for in the Transaction Documents, any legal fees or other costs of the
Holders.

         5.       Indemnification

                  (a)      Indemnification by the Company. The Company shall,
         notwithstanding any termination of this Agreement, indemnify and hold
         harmless each Holder, the officers, directors, agents and employees of
         each of them, each Person who controls any such Holder (within the
         meaning of Section 15 of the Securities Act or Section 20 of the
         Exchange Act) and the officers, directors, agents and employees of each
         such controlling Person, to the fullest extent permitted by applicable
         law, from and against any and all losses, claims, damages, liabilities,
         costs (including, without limitation, reasonable attorneys' fees) and
         expenses (collectively, "Losses"), as incurred, arising out of or
         relating to any untrue or alleged untrue statement of a material fact
         contained in the Registration Statement, any Prospectus or any form of
         prospectus or in any amendment or supplement thereto or in any
         preliminary prospectus, pursuant to which Registrable Securities were
         registered under the Securities Act or arising out of or relating to
         any omission or alleged omission of a material fact required to be
         stated therein or necessary to make the statements therein (in the case
         of any Prospectus or form of prospectus or supplement thereto, in light
         of the circumstances under which they were made) not misleading, except
         to the extent, but only to the extent, that (i) such untrue statements
         or omissions or alleged untrue statements or omissions are based upon
         information regarding such Holder furnished in writing to the Company
         by such Holder for use therein, or to the extent that such information
         relates to such Holder or such Holder's proposed method of distribution
         of Registrable Securities and was reviewed and expressly approved in
         writing by such Holder for use in the Registration Statement, such
         Prospectus or such form of Prospectus or in any amendment or supplement
         thereto (it being understood that the Holder has approved Annex A
         hereto for this purpose) or (ii) in the case of an occurrence of an
         event of the type specified in Section 3(c)(ii)-(v), the use by such
         Holder of an outdated or defective Prospectus after the Company has
         notified such Holder in writing that the Prospectus is outdated or
         defective and prior to the receipt by such Holder of the Advice

                                       7
<PAGE>

         contemplated in Section 6(d). The Company shall notify the Holders
         promptly of the institution, threat or assertion of any Proceeding of
         which the Company is aware in connection with the transactions
         contemplated by this Agreement.

                  (b)      Indemnification by Holders. Each Holder shall,
         severally and not jointly, indemnify and hold harmless the Company, its
         directors, officers, agents and employees, each Person who controls the
         Company (within the meaning of Section 15 of the Securities Act and
         Section 20 of the Exchange Act), and the directors, officers, agents or
         employees of such controlling Persons, to the fullest extent permitted
         by applicable law, from and against all Losses, as incurred, to the
         extent arising out of or based upon: (x) such Holder's failure to
         comply with the prospectus delivery requirements of the Securities Act
         or (y) any untrue or alleged untrue statement of a material fact
         contained in any Registration Statement, any Prospectus, or any form of
         prospectus, or in any amendment or supplement thereto or in any
         preliminary prospectus, or arising out of or relating to any omission
         or alleged omission of a material fact required to be stated therein or
         necessary to make the statements therein not misleading (i) to the
         extent, but only to the extent, that such untrue statement or omission
         is contained in any information so furnished in writing by such Holder
         to the Company for inclusion in the Registration Statement or such
         Prospectus or (ii) to the extent that (1) such untrue statements or
         omissions are based upon information regarding such Holder furnished in
         writing to the Company by such Holder for use therein, or to the extent
         that such information relates to such Holder or such Holder's proposed
         method of distribution of Registrable Securities and was reviewed and
         approved in writing by such Holder for use in the Registration
         Statement (it being understood that the Holder has approved Annex A
         hereto for this purpose), such Prospectus or such form of Prospectus or
         in any amendment or supplement thereto or (2) in the case of an
         occurrence of an event of the type specified in Section 3(c)(ii)-(vi),
         the use by such Holder of an outdated or defective Prospectus after the
         Company has notified such Holder in writing that the Prospectus is
         outdated or defective and prior to the receipt by such Holder of the
         Advice contemplated in Section 6(d). In no event shall the liability of
         any selling Holder hereunder be greater in amount than the dollar
         amount of the gross proceeds received by such Holder upon the sale of
         the Registrable Securities giving rise to such indemnification
         obligation.

                  (c)      Conduct of Indemnification Proceedings. If any
         Proceeding shall be brought or asserted against any Person entitled to
         indemnity hereunder (an "Indemnified Party"), such Indemnified Party
         shall promptly notify the Person from whom indemnity is sought (the
         "Indemnifying Party") in writing, and the Indemnifying Party shall have
         the right to assume the defense thereof, including the employment of
         counsel reasonably satisfactory to the Indemnified Party and the
         payment of all fees and expenses incurred in connection with defense
         thereof; provided, that the failure of any Indemnified Party to give
         such notice shall not relieve the Indemnifying Party of its obligations
         or liabilities pursuant to this Agreement, except (and only) to the
         extent that it shall be finally determined by a court of competent
         jurisdiction (which determination is not subject to appeal or further
         review) that such failure shall have prejudiced the Indemnifying Party.

                  An Indemnified Party shall have the right to employ separate
         counsel in any such Proceeding and to participate in the defense
         thereof, but the fees and expenses of such counsel shall be at the
         expense of such Indemnified Party or Parties unless: (1) the
         Indemnifying Party has agreed in writing to pay such fees and expenses;
         (2) the Indemnifying Party shall have failed promptly to assume the
         defense of such Proceeding and to employ

                                       8
<PAGE>

         counsel reasonably satisfactory to such Indemnified Party in any such
         Proceeding; or (3) the named parties to any such Proceeding (including
         any impleaded parties) include both such Indemnified Party and the
         Indemnifying Party, and such Indemnified Party shall reasonably believe
         that a material conflict of interest is likely to exist if the same
         counsel were to represent such Indemnified Party and the Indemnifying
         Party (in which case, if such Indemnified Party notifies the
         Indemnifying Party in writing that it elects to employ separate counsel
         at the expense of the Indemnifying Party, the Indemnifying Party shall
         not have the right to assume the defense thereof and the reasonable
         fees and expenses of one separate counsel shall be at the expense of
         the Indemnifying Party). The Indemnifying Party shall not be liable for
         any settlement of any such Proceeding effected without its written
         consent, which consent shall not be unreasonably withheld. No
         Indemnifying Party shall, without the prior written consent of the
         Indemnified Party, effect any settlement of any pending Proceeding in
         respect of which any Indemnified Party is a party, unless such
         settlement includes an unconditional release of such Indemnified Party
         from all liability on claims that are the subject matter of such
         Proceeding.

                  Subject to the terms of this Agreement, all reasonable fees
         and expenses of the Indemnified Party (including reasonable fees and
         expenses to the extent incurred in connection with investigating or
         preparing to defend such Proceeding in a manner not inconsistent with
         this Section) shall be paid to the Indemnified Party, as incurred,
         within ten Trading Days of written notice thereof to the Indemnifying
         Party; provided, that the Indemnified Party shall promptly reimburse
         the Indemnifying Party for that portion of such fees and expenses
         applicable to such actions for which such Indemnified Party is not
         entitled to indemnification hereunder, determined based upon the
         relative faults of the parties.

                  (d)      Contribution. If a claim for indemnification under
         Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason
         of public policy or otherwise), then each Indemnifying Party, in lieu
         of indemnifying such Indemnified Party, shall contribute to the amount
         paid or payable by such Indemnified Party as a result of such Losses,
         in such proportion as is appropriate to reflect the relative fault of
         the Indemnifying Party and Indemnified Party in connection with the
         actions, statements or omissions that resulted in such Losses as well
         as any other relevant equitable considerations. The relative fault of
         such Indemnifying Party and Indemnified Party shall be determined by
         reference to, among other things, whether any action in question,
         including any untrue or alleged untrue statement of a material fact or
         omission or alleged omission of a material fact, has been taken or made
         by, or relates to information supplied by, such Indemnifying Party or
         Indemnified Party, and the parties' relative intent, knowledge, access
         to information and opportunity to correct or prevent such action,
         statement or omission. The amount paid or payable by a party as a
         result of any Losses shall be deemed to include, subject to the
         limitations set forth in this Agreement, any reasonable attorneys' or
         other reasonable fees or expenses incurred by such party in connection
         with any Proceeding to the extent such party would have been
         indemnified for such fees or expenses if the indemnification provided
         for in this Section was available to such party in accordance with its
         terms.

                  The parties hereto agree that it would not be just and
         equitable if contribution pursuant to this Section 5(d) were determined
         by pro rata allocation or by any other method of allocation that does
         not take into account the equitable considerations referred to in the
         immediately preceding paragraph. Notwithstanding the provisions of this
         Section 5(d), no Holder shall be required to contribute, in the
         aggregate, any amount in excess of the amount

                                       9
<PAGE>

         by which the proceeds actually received by such Holder from the sale of
         the Registrable Securities subject to the Proceeding exceeds the amount
         of any damages that such Holder has otherwise been required to pay by
         reason of such untrue or alleged untrue statement or omission or
         alleged omission, except in the case of fraud by such Holder.

                  The indemnity and contribution agreements contained in this
         Section are in addition to any liability that the Indemnifying Parties
         may have to the Indemnified Parties.

         6.       Miscellaneous

                  (a)      Remedies. In the event of a breach by the Company or
         by a Holder, of any of their obligations under this Agreement, each
         Holder or the Company, as the case may be, in addition to being
         entitled to exercise all rights granted by law and under this
         Agreement, including recovery of damages, will be entitled to specific
         performance of its rights under this Agreement. The Company and each
         Holder agree that monetary damages would not provide adequate
         compensation for any losses incurred by reason of a breach by it of any
         of the provisions of this Agreement and hereby further agrees that, in
         the event of any action for specific performance in respect of such
         breach, it shall waive the defense that a remedy at law would be
         adequate.

                  (b)      No Piggyback on Registrations. Except as set forth on
         Schedule 6(b) attached hereto, neither the Company nor any of its
         security holders (other than the Holders in such capacity pursuant
         hereto) may include securities of the Company in a Registration
         Statement other than the Registrable Securities, and the Company shall
         not after the date hereof enter into any agreement providing any such
         right to any of its security holders. Except as set forth on Schedule
         6(b), no Person has any right to cause the Company to effect the
         registration under the Securities Act of any securities of the Company.
         The Company shall not file any other registration statement (other than
         a registration statement on Form S-8) until after the Effective Date.

                  (c)      Compliance. Each Holder covenants and agrees that it
         will comply with the prospectus delivery requirements of the Securities
         Act as applicable to it in connection with sales of Registrable
         Securities pursuant to the Registration Statement.

                  (d)      Discontinued Disposition. Each Holder agrees by its
         acquisition of such Registrable Securities that, upon receipt of a
         notice from the Company of the occurrence of any event of the kind
         described in Section 3(c), such Holder will forthwith discontinue
         disposition of such Registrable Securities under the Registration
         Statement until such Holder's receipt of the copies of the supplemented
         Prospectus and/or amended Registration Statement or until it is advised
         in writing (the "Advice") by the Company that the use of the applicable
         Prospectus may be resumed, and, in either case, has received copies of
         any additional or supplemental filings that are incorporated or deemed
         to be incorporated by reference in such Prospectus or Registration
         Statement. The Company will use its best efforts to ensure that the use
         of the Prospectus may be resumed as promptly as it practicable. The
         Company agrees and acknowledges that any periods during which the
         Holder is required to discontinue the disposition of the Registrable
         Securities hereunder shall be subject to the provisions of Section
         2(b).

                                       10
<PAGE>

                  (e)      Piggy-Back Registrations. If at any time during the
         Effectiveness Period there is not an effective Registration Statement
         covering all of the Registrable Securities and the Company shall
         determine to prepare and file with the Commission a registration
         statement relating to an offering for its own account or the account of
         others under the Securities Act of any of its equity securities, other
         than on Form S-4 or Form S-8 (each as promulgated under the Securities
         Act) or their then equivalents relating to equity securities to be
         issued solely in connection with any acquisition of any entity or
         business or equity securities issuable in connection with the stock
         option or other employee benefit plans, then the Company shall send to
         each Holder a written notice of such determination and, if within
         fifteen days after the date of such notice, any such Holder shall so
         request in writing, the Company shall include in such registration
         statement all or any part of such Registrable Securities such Holder
         requests to be registered, subject to customary underwriter cutbacks
         applicable to all holders of registration rights.

                  (f)      Amendments and Waivers. The provisions of this
         Agreement, including the provisions of this sentence, may not be
         amended, modified or supplemented, and waivers or consents to
         departures from the provisions hereof may not be given, unless the same
         shall be in writing and signed by the Company and each Holder of the
         then outstanding Registrable Securities.

                  (g)      Notices. Any and all notices or other communications
         or deliveries required or permitted to be provided hereunder shall be
         made in accordance with the provisions of the Purchase Agreement.

                  (h)      Successors and Assigns. This Agreement shall inure to
         the benefit of and be binding upon the successors and permitted assigns
         of each of the parties and shall inure to the benefit of each Holder.
         Each Holder may assign their respective rights hereunder in the manner
         and to the Persons as permitted under the Purchase Agreement.

                  (i)      Execution and Counterparts. This Agreement may be
         executed in any number of counterparts, each of which when so executed
         shall be deemed to be an original and, all of which taken together
         shall constitute one and the same Agreement. In the event that any
         signature is delivered by facsimile transmission, such signature shall
         create a valid binding obligation of the party executing (or on whose
         behalf such signature is executed) the same with the same force and
         effect as if such facsimile signature were the original thereof.

                  (j)      Governing Law. All questions concerning the
         construction, validity, enforcement and interpretation of this
         Agreement shall be determined with the provisions of the Purchase
         Agreement.

                  (k)      Cumulative Remedies. The remedies provided herein are
         cumulative and not exclusive of any remedies provided by law.

                  (l)      Severability. If any term, provision, covenant or
         restriction of this Agreement is held by a court of competent
         jurisdiction to be invalid, illegal, void or unenforceable, the
         remainder of the terms, provisions, covenants and restrictions set
         forth herein shall remain in full force and effect and shall in no way
         be affected, impaired or invalidated, and the parties hereto shall use
         their commercially reasonable efforts to find and employ an alternative
         means to achieve the same or substantially the same result as that
         contemplated by such term,

                                       11
<PAGE>

         provision, covenant or restriction. It is hereby stipulated and
         declared to be the intention of the parties that they would have
         executed the remaining terms, provisions, covenants and restrictions
         without including any of such that may be hereafter declared invalid,
         illegal, void or unenforceable.

                  (m)      Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (n)      Independent Nature of Purchasers' Obligations and
         Rights. The obligations of each Holder hereunder are several and not
         joint with the obligations of any other Holder hereunder, and no Holder
         shall be responsible in any way for the performance of the obligations
         of any other Holder hereunder. Nothing contained herein or in any other
         agreement or document delivered at any closing, and no action taken by
         any Holder pursuant hereto or thereto, shall be deemed to constitute
         the Holders as a partnership, an association, a joint venture or any
         other kind of entity, or create a presumption that the Holders are in
         any way acting in concert with respect to such obligations or the
         transactions contemplated by this Agreement. Each Holder shall be
         entitled to protect and enforce its rights, including without
         limitation the rights arising out of this Agreement, and it shall not
         be necessary for any other Holder to be joined as an additional party
         in any proceeding for such purpose.

                           *************************

                                       12
<PAGE>

                                                                       EXHIBIT A

                  IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.

                                            FIRST VIRTUAL COMMUNICATIONS, INC.

                                            By: /s/ Truman Cole
                                               _______________________________
                                                     Name:
                                                     Title:

                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]

                                       13

<PAGE>

                    [PURCHASER'S SIGNATURE PAGE TO FVCX RRA]

                                   [PURCHASER]

                                    By: _____________________________________
                                           Name:
                                           Title:

                      [PURCHASERS' SIGNATURE PAGE FOLLOWS]

                                       14

<PAGE>

                    [PURCHASER'S SIGNATURE PAGE TO FVCX RRA]

[PURCHASER]

By:_____________________________________
       Name:
       Title:

                                       15

<PAGE>

                                  SCHEDULE 6(b)

         The Company has outstanding obligations to register securities of the
Company as follows: (i) the Company is obligated to register 642,921 shares of
Common Stock that were issued to Net One Systems Co., Ltd. ("Net One") in early
October 2003 pursuant to that certain Equity Investment Agreement dated
September 30, 2003 by and between the Company and Net One; (ii) the Company has
certain obligations pursuant to that certain Registration Rights Agreement dated
as of June 2000, by and between the Company and Vulcan Inc., to register the
shares of common stock issuable upon conversion of the Series A Preferred Stock
and upon exercise of a warrant to purchase common stock held by Vulcan, Inc.;
(iii) the Company has certain obligations pursuant to that certain Registration
Rights Agreement dated as of April 12, 2002, by and among the Company and the
investors referenced therein, and (iv) the Company is obligated to register any
shares that may be issued to Ralph Ungermann, Executive Chairman of the
Company's Board of Directors, pursuant to that certain Private Equity Line
Financing Agreement dated as of April 14, 2003 between the Company and Mr.
Ungermann. The Company intends to include the 642,921 shares issued to Net One
pursuant to the Equity Investment Agreement referenced above on the Registration
Statement.

                                       16

<PAGE>

                                     ANNEX A

                              Plan of Distribution

         The Selling Stockholders (the "Selling Stockholders") of the common
stock ("Common Stock") of First Virtual Communications, Inc. (the "Company") and
any of their pledgees, assignees and successors-in-interest may, from time to
time, sell any or all of their shares of Common Stock on the Nasdaq SmallCap
Market or any other stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Stockholders may use any one or more of the
following methods when selling shares:

                  -        ordinary brokerage transactions and transactions in
                           which the broker-dealer solicits purchasers, which
                           may include long sales or short sales effected after
                           the effective date of the prospectus of which this
                           registration statement is a part;

                  -        block trades in which the broker-dealer will attempt
                           to sell the shares as agent but may position and
                           resell a portion of the block as principal to
                           facilitate the transaction;

                  -        purchases by a broker-dealer as principal and resale
                           by the broker-dealer for its account;

                  -        an exchange distribution in accordance with the rules
                           of the applicable exchange;

                  -        privately negotiated transactions;

                  -        "at the market" or through market makers or into an
                           existing market for the shares

                  -        broker-dealers may agree with the Selling
                           Stockholders to sell a specified number of such
                           shares at a stipulated price per share;

                  -        a combination of any such methods of sale;

                  -        through the writing or settlement of options or other
                           hedging transactions, whether through an options
                           exchange or otherwise; or

                  -        any other method permitted pursuant to applicable
                           law.

         The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available, rather
than under this prospectus.

         Broker-dealers engaged by the Selling Stockholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The Selling Stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

         In connection with the sale of our common stock or interests therein,
the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume.

                                       17
<PAGE>

The Selling Stockholders may also sell shares of our common stock short and
deliver these securities to close out their short positions, or loan or pledge
the common stock to broker-dealers that in turn may sell these securities. The
Selling Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).

         The Selling Stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each of the Selling
Stockholders have informed the Company that it does not have any agreement or
understanding, directly or indirectly, with any person to distribute the Common
Stock. Some of the underwriters or agents and their associates may be customers
of, engage in transactions with and perform services for the Company in the
ordinary course of business.

         The Company is required to pay certain fees and expenses incurred by
the Company incident to the registration of the shares, including all reasonable
costs and expenses incurred by us or the Selling Stockholders and all
registration and filing fees and legal fees and accounting fees.

         The Company has agreed to indemnify the Selling Stockholders and
certain control and other related persons related to the foregoing persons
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act. The Selling Stockholders have agreed to indemnify the
Company in certain circumstances, as well as certain related persons, against
certain liabilities, including liabilities under the Securities Act.

         The Selling Stockholders are not obligated to, and there is no
assurance that the Selling Stockholders will, sell any or all of the shares
being offered by this prospectus.

        The Company has agreed with the Selling Stockholders to keep the
registration statement effective until the shares being offered by this
prospectus may be sold without registration or restriction pursuant to Rule
144(k) promulgated under the Securities Act, or, if earlier, until the
distribution contemplated in this prospectus has been completed.

                                       18

<PAGE>

                                    EXHIBIT A

                                   PURCHASERS

<TABLE>
<CAPTION>
      NAME OF PURCHASER                        NUMBER OF SHARES     NUMBER OF WARRANTS
--------------------------------------------------------------------------------------
<S>                                            <C>                  <C>
LAGUNITAS PARTNERS LP                               837,989               418,994
---------------------------------------------------------------------------------
J. Patterson McBaine                                111,732                55,806
---------------------------------------------------------------------------------
Jon D. Gruber & Linda W. Gruber                     111,732                55,866
---------------------------------------------------------------------------------
Gruber & McBaine International                      279,330               139,665
---------------------------------------------------------------------------------
Special Situations Fund III, L.P.                   553,771               276,885
---------------------------------------------------------------------------------
Special Situations Cayman Fund L.P.                 178,911                89,455
---------------------------------------------------------------------------------
Special Situations Technology Fund L.P.              17,039                 8,519
---------------------------------------------------------------------------------
Special Situations Technology Fund II L.P.          102,235                51,117
---------------------------------------------------------------------------------
MicroCapital Fund L.P.                              391,061               195,530
---------------------------------------------------------------------------------
MicroCapital Fund Ltd.                              167,598                83,799
---------------------------------------------------------------------------------
Bonanza Fund                                        139,655                69,832
---------------------------------------------------------------------------------
Firelake Strategic Technology Fund, L.P.            837,989               418,994
---------------------------------------------------------------------------------
Agile Partners, LP                                 279,3320               139,665
---------------------------------------------------------------------------------
Behavioral Financial Fund Ltd.                      782,123               391,061
---------------------------------------------------------------------------------
Jurika Family Trust                                 167,598                83,799
---------------------------------------------------------------------------------
JMK Investment Partners, L.P.                       167,598                83,799
---------------------------------------------------------------------------------
Encinal Crossover Fund                               83,799                41,899
---------------------------------------------------------------------------------
Neal I. Goldman IRA Rollover                        200,000               100,000
---------------------------------------------------------------------------------
Palisades Master Fund L.P.                          279,330               139,665
---------------------------------------------------------------------------------
</TABLE>

                                       19
<PAGE>

<TABLE>
<S>                                                  <C>                    <C>
---------------------------------------------------------------------------------
Gordon J. Roth                                       11,174                 5,587
---------------------------------------------------------------------------------
Joseph Paul Schimmelpfennig                          11,174                 5,587
---------------------------------------------------------------------------------
John J. Weber                                        11,174                 5,587
---------------------------------------------------------------------------------
Jeffrey M. Ng                                         8,380                 4,190
---------------------------------------------------------------------------------
Louis J. Ellis                                        1,676                   838
---------------------------------------------------------------------------------
</TABLE>

                                       20