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                                                                     EXHIBIT 4.1

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of the
13th day of June, 2003, among each stockholder and/or warrant holder of
VIEWPOINT INTERNATIONAL, INC., a Delaware corporation (the "Company") listed on
Schedule 1 hereto (each, a "Seller" and collectively, the "Sellers"); S. Anthony
Margolis, an individual resident of Connecticut, and David J. Oddi, an
individual resident of Connecticut, as the Sellers' Representatives (the
"Sellers' Representatives"); and OXFORD INDUSTRIES, INC., a Georgia corporation
(the "Buyer").

         WHEREAS, the Buyer, the Company, and the Sellers entered into a Stock
Purchase Agreement (the "Purchase Agreement"), dated as of April 26, 2003,
pursuant to which the Sellers agreed to sell, and the Buyer agreed to purchase,
all of the outstanding stock and equity interests of the Company on the terms
and conditions set forth in the Purchase Agreement;

         WHEREAS, pursuant to Section 8.12 and Section 9.5 of the Purchase
Agreement, the Buyer, the Company, and the Sellers agreed to enter into an
Earnout Agreement (the "Earnout Agreement"), dated as of the date hereof, as a
condition to consummation of the transactions contemplated by the Purchase
Agreement;

         WHEREAS, pursuant to Section 8.21 and Section 9.8 of the Purchase
Agreement, the parties agreed to enter into this Agreement as a condition to
consummation of the transactions contemplated by the Purchase Agreement;

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

         1.       Definitions.

         As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  (a)      "Business Day" shall mean any day on which banking
         institutions in New York, New York and the Stock Exchange are
         customarily open for the purpose of transacting business.

                  (b)      "Buyer Notice" shall have the meaning set forth in
         Section 4(b) hereof.

                  (c)      "Buyer Refusal Period" shall have the meaning set
         forth in Section 4(b) hereof.

                  (d)      "Common Stock" shall mean the common stock, par value
         $1.00 per share, of the Buyer.

                  (e)      "Company" shall have the meaning set forth in the
         preamble.

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                  (f)      "Covered Person" shall have the meaning set forth in
         Section 3(a) hereof.

                  (g)      "Delay Notice" shall have the meaning set forth in
         Section 2(b)(i) hereof.

                  (h)      "Earnout Agreement" shall have the meaning set forth
         in the recitals.

                  (i)      "Exchange Act" shall mean the Securities Exchange Act
         of 1934, as amended from time to time.

                  (j)      "Material Development Condition" shall have the
         meaning set forth in Section 2(b)(i) hereof.

                  (k)      "Offer" shall have the meaning set forth in Section
         4(a) hereof.

                  (l)      "Offered Shares" shall have the meaning set forth in
         Section 4(a) hereof.

                  (m)      "Person" shall mean any individual,
         partnership, limited liability company, corporation, association,
         trust, joint venture, unincorporated organization, labor union or other
         entity.

                  (n)      "Purchase Agreement" shall have the meaning set forth
         in the recitals.

                  (o)      "Registration Notice" shall mean a written notice
         from the Sellers' Representatives requesting the Buyer to file a Shelf
         Registration Statement or, to the extent a Shelf Registration Statement
         has been filed and become effective, to make such Shelf Registration
         Statement available for resales thereunder.

                  (p)      "Registrable Securities" shall mean any Shares held
         by the Sellers, excluding (i) Shares that have been sold pursuant to
         any Shelf Registration Statement or any other effective registration
         statement, (ii) Shares sold or otherwise transferred pursuant to Rule
         144 under the Securities Act, (iii) Shares held by any Seller if all of
         such Shares are eligible for sale pursuant to Rule 144 under the
         Securities Act in one transaction in accordance with the volume
         limitations contained in Rule 144(e) under the Securities Act and (iv)
         Shares eligible for sale under Rule 144(k) under the Securities Act.

                  (q)      "Resale Window" shall have the meaning set forth in
         Section 2(a) hereof.

                  (r)      "Right of Refusal Oxford Trading Price" shall mean
         the average of the high and low per share sales prices of a share of
         Common Stock during the regular trading session on the applicable Stock
         Exchange on the trading day immediately preceding the date that any
         Seller makes an applicable Offer.

                  (s)      "Right of Refusal Sale Date" shall have the meaning
         set forth in Section 4(c) hereof.

                  (t)      "SEC" shall mean the Securities and Exchange
         Commission.

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                  (u)      "Securities Act" shall mean the Securities Act of
         1933, as amended from time to time.

                  (v)      "Sellers" shall have the meaning set forth in the
         preamble.

                  (w)      "Sellers' Representatives" shall have the meaning set
         forth in the preamble.

                  (x)      "Shares" shall mean any shares of Common Stock issued
         to the Sellers pursuant to the Purchase Agreement and, if applicable,
         the Earnout Agreement.

                  (y)      "Shelf Registration Statement" shall mean any
         registration statement filed by the Buyer pursuant to Section 2 of this
         Agreement, including the prospectus contained therein, any amendments,
         and all exhibits thereto and supplements to such registration
         statement, including post-effective amendments, and all material
         incorporated by reference (or deemed to be incorporated by reference)
         in such registration statement; provided that such registration
         statement shall only be used for resales of the Registrable Securities
         in brokered transactions at the market.

                  (z)      "Stock Exchange" shall mean (i) the New York Stock
         Exchange or (ii) if shares of Common Stock are not listed on the New
         York Stock Exchange, another national securities exchange or automated
         quotation system on which shares of Common Stock are listed or quoted.

                  (aa)     "Subsidiary" shall mean any Person of which any
         specified Person shall own directly or indirectly through a Subsidiary,
         a nominee arrangement or otherwise at least a majority of the
         outstanding capital stock (or other shares of beneficial interest)
         entitled to vote generally or otherwise have the power to elect a
         majority of the board of directors or similar governing body or the
         legal power to direct the business or policies of such Person.

         2.       Shelf Registration Under the Securities Act.

                  (a)      Filing of a Shelf Registration Statement. The Buyer
         shall file with the SEC as promptly as practicable after the receipt of
         a Registration Notice (and with respect to a Registration Notice
         relating to Registrable Securities issued pursuant to the Earnout
         Agreement at the election of the Sellers within thirty (30) days),
         subject to the Buyer's receipt of all information from the Sellers that
         is necessary to comply with applicable state and federal securities
         laws, and use commercially reasonable efforts to cause to become
         effective as promptly as possible thereafter, a Shelf Registration
         Statement. The Buyer agrees to use its commercially reasonable efforts
         to (i) cooperate with the Sellers in the disposition of the Registrable
         Securities pursuant to this Agreement and (ii) subject to Section 2(b)
         hereof, to keep the Shelf Registration Statement continuously effective
         so long as the Sellers hold such Registrable Securities.
         Notwithstanding anything herein to the contrary, the effectiveness of a
         Registration Notice shall be subject to the following: (i) no
         Registration Notice may be delivered prior to the date that is ninety
         (90) days after the date hereof, (ii) any Registration Notice relating
         to Registrable Securities issued pursuant to the Earnout Agreement at
         the election

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         of the Sellers may be delivered on or after the date the Sellers'
         Representatives submit the Sellers Stock Percentage or Accelerated
         Stock Percentage (each as defined in the Earnout Agreement), as
         applicable, to the Buyer, and (iii) Registration Notices may only
         request, (A) in the case of a request to file a Shelf Registration
         Statement, that such Shelf Registration Statement be filed on any date
         beginning no earlier than the first day of a Resale Window (as defined
         below) and ending no later than the last day of a Resale Window and (B)
         in the case of a request to use an existing Shelf Registration
         Statement, that such Shelf Registration Statement be made available for
         resales thereunder beginning no earlier than the first day of a Resale
         Window and ending no later than the last day of a Resale Window. Each
         Registration Notice shall specify the Registrable Securities covered
         thereby, the holder thereof, and the requested action with respect to
         any Shelf Registration Statement (including, if applicable, the time
         period during which use of such Shelf Registration Statement is being
         requested). Notwithstanding anything herein to the contrary, (i) the
         Buyer shall have no obligation to have any Shelf Registration Statement
         declared effective until 180 days after the date hereof and (ii) at any
         time that a Seller is an employee, officer, director or consultant of
         the Buyer or the Company, such Seller must comply with any internal
         trading policies or similar policies of the Buyer in effect from time
         to time with respect to any Offer (as defined herein) or sale or
         proposed sale of Shares. It is understood by the parties that the
         Sellers' Representatives may deliver more than one Registration Notice
         pursuant to this Agreement.

                  With respect to any fiscal quarter, a "Resale Window" (y)
         shall begin on the date that is one full Business Day after the earlier
         of the date (A) the Buyer files a Quarterly Report on Form 10Q or
         Annual Report on Form 10K in respect of its most recently completed
         fiscal quarter or fiscal year, as the case may be, and (B) the Buyer
         issues a press release reporting its results of operations relating to
         the Buyer's most recently completed fiscal quarter or fiscal year, as
         the case may be, and (z) end on the last day of such fiscal quarter.
         For any period that any Seller holds any Registrable Securities, a
         Shelf Registration Statement is effective and a Delay Notice (as
         defined below) is not in effect, the Buyer agrees to use reasonable
         commercial efforts to issue a press release relating to the Buyer's
         most recently completed fiscal quarter or fiscal year, as the case may
         be, as promptly as practicable after the Buyer's independent public
         accountants have completed the applicable SAS 71 review related to such
         period (which, in the case such period is any fiscal year, such period
         shall be the fourth fiscal quarter). The Buyer agrees to use its
         commercially reasonable efforts to cause its independent public
         accountants to complete an applicable SAS 71 review as promptly as
         practicable following the end of such applicable fiscal quarter.

                  (b)      Delay Notices.

                           (i)      If the Buyer determines in its reasonable
                  judgment that the filing or effectiveness of, or sales
                  pursuant to, any Shelf Registration Statement would require
                  the Buyer to disclose any pending or anticipated acquisition
                  or corporate reorganization, financing or other transaction or
                  development involving the Buyer or any of its Subsidiaries and
                  such public disclosure would be materially disadvantageous (a
                  "Material Development Condition") to the Buyer, the Buyer may,
                  at its option, notwithstanding any other provision of this
                  Agreement, upon

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                  the delivery or transmission of a written notice from the
                  Buyer (a "Delay Notice") to such effect to the holders of
                  Registrable Securities covered by such Shelf Registration
                  Statement (A) to delay the filing or the effectiveness of, or
                  suspend sales pursuant to, such Shelf Registration Statement
                  until the earlier of ninety (90) days after the date of the
                  Delay Notice or the date that the Material Development
                  Condition ceases to exist or (B) to the extent required by
                  applicable law, cause such Shelf Registration Statement to be
                  withdrawn. In the event a Shelf Registration Statement is
                  filed and subsequently suspended or withdrawn by reason of any
                  Material Development Condition as provided herein, the Buyer
                  shall either update the existing Shelf Registration Statement
                  as required by applicable law or cause a new Shelf
                  Registration Statement to be filed with the SEC not later than
                  the earlier of ninety (90) days after the date of the Delay
                  Notice or the date on which such Material Development
                  Condition ceases to exist and, if applicable, to use its
                  commercially reasonable efforts to cause such new Shelf
                  Registration Statement to become effective as soon as
                  practicable after such Material Development Condition ceases
                  to exist. The Buyer may only deliver one Delay Notice during
                  any three hundred sixty-five (365) day period.

                           (ii)     Each Seller agrees that, upon receipt from
                  the Buyer of a Delay Notice, such Seller will immediately
                  discontinue sales of Registrable Securities pursuant to any
                  Shelf Registration Statement until (A) the Sellers are advised
                  in writing by the Buyer that the use of the prospectus
                  relating to the applicable Shelf Registration Statement may be
                  resumed and, if applicable, the Sellers receive copies of any
                  required supplement or amendment to such prospectus or (B) the
                  Sellers are advised in writing by the Buyer that a new Shelf
                  Registration Statement has become effective under the
                  Securities Act and the Sellers receive copies of any required
                  prospectus.

                           (iii)    Subject to Sections 2(a) and 2(b)(i), the
                  Buyer will immediately notify the Sellers of the happening of
                  any event, as a result of which the prospectus included or to
                  be included in a Shelf Registration Statement includes an
                  untrue statement of a material fact or omits to state any
                  material fact required to be stated therein or necessary to
                  make the statements therein, in the light of the circumstances
                  then existing, not misleading. The Sellers will immediately
                  discontinue sales of Registrable Securities pursuant to such
                  Shelf Registration Statement. Subject to Sections 2(a) and
                  2(b)(i), the Buyer will, as promptly as practicable, revise
                  such prospectus as may be necessary so that such prospectus
                  shall not include such an untrue statement of a material fact
                  or omit to state such a material fact required to be stated
                  therein or necessary to make the statements therein, in the
                  light of the circumstances then existing, not misleading. The
                  Buyer will, as promptly as practicable, deliver copies of such
                  revised prospectus to the Sellers. Subject to Sections 2(a)
                  and 2(b)(i), following receipt of the revised prospectus, the
                  Sellers will be free to resume disposition of such Registrable
                  Securities provided that such dispositions are within the time
                  periods specified in a previously delivered Registration
                  Notice.

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                  (c)      Expenses. All expenses incurred by the Buyer in
         complying with this Section 2, including all registration and filing
         fees, shall be paid by the Buyer; provided, however, that all selling
         commissions, brokerage fees and expenses and transfer taxes in
         connection with sales of Shares covered by a Shelf Registration
         Statement shall be paid by the respective Sellers.

                  (d)      Registration Procedures. If and whenever the Buyer is
         required by the provisions of this Agreement to effect the registration
         of any of the Registrable Securities under the Securities Act, the
         Buyer will take the actions described below in this Section 2(d).

                           (i)      Copies of Prospectus. The Buyer shall
                  promptly furnish to each Seller of Registrable Securities
                  pursuant to a Shelf Registration Statement such number of
                  copies (as reasonably requested by the Sellers'
                  Representatives) of such Shelf Registration Statement, each
                  amendment and supplement thereto, the prospectus included in
                  such Shelf Registration Statement and any other prospectus
                  filed under Rule 424 promulgated under the Securities Act
                  relating to such Seller's Registrable Securities.

                           (ii)     Listing. The Buyer shall cause all
                  Registrable Securities covered by any Shelf Registration
                  Statement to be listed on the Stock Exchange.

                           (iii)    General Compliance with Federal Securities
                  Laws. The Buyer shall comply with the Securities Act, the
                  Exchange Act and any other applicable rules and regulations of
                  the SEC.

                           (iv)     Eligibility to Use Form S-3. During the
                  period when any Registrable Securities are outstanding the
                  Buyer agrees to use its commercially reasonable efforts to
                  maintain its eligibility to use Form S-3 (or any successor
                  form allowing for the incorporation of information therein by
                  reference) to register Shares for re-sale under the Securities
                  Act.

                           (v)      Seller Information. Upon receipt of a
                  Registration Notice, the Buyer shall promptly notify the
                  Sellers' Representatives of all information the Buyer requires
                  from the Sellers in order to effect the registration requested
                  in such Registration Notice in compliance with applicable
                  federal and state securities laws.

         3.       Indemnification.

                  (a)      Indemnification by Buyer. Upon any registration of
         any of the Registrable Securities under the Securities Act pursuant to
         this Agreement, to the extent permitted by law, the Buyer will
         indemnify and hold harmless each Seller, its partners, directors and
         officers and each other Person, if any, who controls such Seller within
         the meaning of the Securities Act or the Exchange Act (each such Person
         being a "Covered Person") against any losses, claims, damages or
         liabilities, joint or several, to which such Covered Person may become
         subject under the Securities Act, the Exchange Act, state securities
         laws or otherwise, insofar as such losses, claims, damages or
         liabilities (or actions in respect

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         thereof) arise out of or are based upon (i) any untrue statement or
         alleged untrue statement of any material fact contained in any Shelf
         Registration Statement under which any Registrable Securities were
         registered under the Securities Act, any preliminary or final
         prospectus contained in any Shelf Registration Statement, or any
         amendment or supplement to any Shelf Registration Statement or (ii) the
         omission or alleged omission to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading; and the Buyer will reimburse such Covered Person for any
         legal or any other expenses reasonably incurred by such Covered Person
         in connection with investigating or defending any such loss, claim,
         damage, liability or action; provided, however, that the Buyer will not
         be liable to any Covered Person in any such case (x) to the extent that
         any such loss, claim, damage or liability arises out of or is based
         upon any untrue statement or omission made in such Shelf Registration
         Statement or prospectus, or any such amendment or supplement, in
         reliance upon and in conformity with information furnished to the
         Buyer, in writing, by or on behalf of such Covered Person specifically
         for use in the preparation thereof or (y) in the case of a sale
         directly by a Seller, such untrue statement or omission was contained
         in any prospectus and corrected in an amendment or supplement thereto
         provided to such Seller and thereafter such Seller failed to deliver a
         copy of the amended or supplemented prospectus at or prior to the
         confirmation of the sale of any Registrable Securities to the person
         asserting any such loss, claim, damage or liability.

                  (b)      Indemnification by Sellers. Upon any registration of
         any of the Registrable Securities under the Securities Act pursuant to
         this Agreement, then to the extent permitted by law, each Seller will
         indemnify and hold harmless the Buyer, each of its directors and
         officers and each Person (other than such Seller), if any, who controls
         the Buyer within the meaning of the Securities Act or the Exchange Act,
         against any losses, claims, damages or liabilities to which the Buyer,
         such directors and officers, or controlling person may become subject
         under the Securities Act, Exchange Act, state securities laws or
         otherwise, insofar as such losses, claims, damages or liabilities (or
         actions in respect thereof) arise out of or are based upon (i) any
         untrue statement of a material fact contained in any Shelf Registration
         Statement under which any Registrable Securities were registered under
         the Securities Act, any preliminary or final prospectus contained in
         any Shelf Registration Statement, or any amendment or supplement to any
         Shelf Registration Statement or (ii) the omission to state a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, if the statement or omission was made in
         reliance upon and in conformity with information furnished in writing
         to the Buyer by or on behalf of such Seller, specifically for use in
         connection with the preparation of such Shelf Registration Statement,
         prospectus, amendment or supplement; provided, however, that the
         obligations of such Seller under this Section 3 will be limited to an
         amount equal to the net proceeds to such Seller (after deducting all
         brokerage commissions and all other expenses paid by such Seller in
         connection with any Shelf Registration Statement) from the disposition
         of Registrable Securities pursuant to all Shelf Registration
         Statements.

                  (c)      Notice of Claims, etc. Promptly after receipt by an
         indemnified party of notice of the commencement of any action or
         proceeding involving a claim of the type referred to in the foregoing
         provisions of this Section 3, such indemnified party will, if a

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         claim in respect thereof is to be made against any indemnifying party,
         give written notice to each such indemnifying party of the commencement
         of such action; provided, however, that the failure of any indemnified
         party to give such notice will not relieve such indemnifying party of
         its obligations under this Section 3, except to the extent that such
         indemnifying party is materially prejudiced by such failure. In case
         any such action is brought against an indemnified party, each
         indemnifying party will be entitled to participate in and to assume the
         defense thereof, jointly with any other indemnifying party similarly
         notified, to the extent that it may wish, with counsel reasonably
         satisfactory to such indemnified party, and (subject to the following
         proviso) after notice from an indemnifying party to such indemnified
         party of its election so to assume the defense thereof, such
         indemnifying party will not be liable to such indemnified party for any
         legal or other expenses subsequently incurred by such indemnified
         party; provided, however, that the indemnifying party will pay the
         reasonable fees and expenses of counsel for the indemnified party if
         representation of such indemnified party by counsel retained by the
         indemnifying party would be, in the opinion of counsel to the
         indemnifying party, inappropriate due to actual or potential conflict
         of interests between the indemnified party and the indemnifying party;
         provided, further, that in no event will the indemnifying party be
         required to pay the fees and expenses of more than one law firm as
         counsel for all indemnified parties pursuant to this sentence. If,
         within 30 days after receipt of the notice, such indemnifying party has
         not elected to assume the defense of the action, such indemnifying
         party will be responsible for any legal or other expenses reasonably
         incurred by such indemnified party in connection with the defense of
         the action, suit, investigation, inquiry or proceeding. An indemnifying
         party may, in the defense of any such claim or litigation, consent to
         the entry of a judgment or enter into a settlement without the consent
         of the indemnified party only if such judgment or settlement contains a
         general release of the indemnified party in respect of such claims or
         litigation and involves only a payment of monetary damages.

                  (d)      Contribution. If the indemnification provided for in
         Sections 3(a) or 3(b) hereof is unavailable to a party that would have
         been an indemnified party under any such Section in respect of any
         losses, claims, damages or liabilities (or actions or proceedings in
         respect thereof) referred to therein, then each party that would have
         been an indemnifying party thereunder will, in lieu of indemnifying
         such indemnified party, contribute to the amount paid or payable by
         such indemnified party as a result of such losses, claims, damages or
         liabilities (or actions or proceedings in respect thereof) in such
         proportion as is appropriate to reflect the relative fault of such
         indemnifying party on the one hand and such indemnified party on the
         other in connection with the statements or omissions which resulted in
         such losses, claims, damages or liabilities (or actions or proceedings
         in respect thereof). The relative fault will be determined by reference
         to, among other things, whether the untrue or alleged untrue statement
         of a material fact or the omission or alleged omission to state a
         material fact relates to information supplied by such indemnifying
         party or such indemnified party and the parties' relative intent,
         knowledge, access to information and opportunity to correct or prevent
         such statement or omission. The parties agree that it would not be just
         and equitable if contribution pursuant to this Section 3(d) were
         determined by pro rata allocation or by any other method of allocation
         that does not take account of the equitable considerations referred to
         in the preceding sentence. The amount paid or payable by a contributing
         party as a result

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         of the losses, claims, damages or liabilities (or actions or
         proceedings in respect thereof) referred to in this Section 3(d) will
         include any legal or other expenses reasonably incurred by such
         indemnified party in connection with investigating or defending any
         such action or claim. No Person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Securities Act) will be
         entitled to contribution from any Person who was not guilty of such
         fraudulent misrepresentation.

         4.       Buyer's Right of First Refusal.

                  (a)      If at any time a Seller desires to sell all or any
         Shares pursuant to a Shelf Registration Statement or otherwise, such
         Seller shall submit a written offer (the "Offer") to sell such Shares
         (the "Offered Shares") to the Buyer at the Right of Refusal Oxford
         Trading Price. The Offer shall disclose the number of Shares proposed
         to be sold and the total number of Shares owned by such Seller. The
         Offer shall further state that the Buyer may acquire, in accordance
         with this Section 4(a), each Offered Share for the Right of Refusal
         Oxford Trading Price. Sellers shall only be permitted to make an Offer
         in respect of Shares proposed to be sold pursuant to a Shelf
         Registration Statement during a Resale Window.

                  (b)      If the Buyer desires to purchase any of the Offered
         Shares, the Buyer must, within one Business Day (the "Buyer Refusal
         Period") following receipt of the Offer, give written notice ("Buyer
         Notice") to such Seller of its election to purchase all or a portion of
         the Offered Shares. Failure by the Buyer to exercise its right of first
         refusal within the Buyer Refusal Period shall be deemed a waiver of
         such right with respect to that particular Offer only.

                  (c)      Sales of the Offered Shares to be sold to the Buyer
         pursuant to this Section 4 shall be made at the offices of the Buyer on
         the third Business Day following the date the Offer was made (the
         "Right of Refusal Sale Date"). Such sales shall be effected by such
         Seller delivering to the Buyer a certificate or certificates evidencing
         the Offered Shares to be purchased by the Buyer, duly endorsed for
         transfer to the Buyer, against payment to such Seller by the Buyer of
         the Right of Refusal Oxford Trading Price multiplied by the number of
         Offered Shares to be purchased by the Buyer. The number of Offered
         Shares to be purchased by the Buyer and the Right of Refusal Oxford
         Trading Price shall be adjusted as necessary to reflect any forward or
         reverse stock split, stock dividend, recapitalization or other similar
         change with respect to shares of Common Stock that occurs after the
         Right of Refusal Oxford Trading Price is determined and prior to the
         applicable Right of Refusal Sale Date.

                  (d)      If the Buyer does not purchase all of the Offered
         Shares, the Offered Shares not so purchased may be sold by such Seller
         at any time within ninety (90) days after the date the Offer was made.
         Any Offered Shares not sold within such 90-day period shall once again
         be subject to the requirements of a prior offer to the Buyer pursuant
         to this Section 4.

                  (e)      In the event the Buyer has delivered a Buyer Notice
         in accordance with this Section 4 and subsequently breaches its
         obligation to purchase the Offered Shares

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         described in such Buyer Notice, this Section 4 shall cease to be in
         effect and the Sellers shall not be required to further comply with the
         provisions of this Section 4.

         5.       Information Requirements. The Buyer covenants that, if at any
time any Seller holds Registrable Securities and the Buyer is not subject to the
reporting requirements of the Exchange Act, it will make and keep public
information available, as those terms are understood and defined in Rule 144
under the Securities Act and cooperate with such Seller and take such further
reasonable action as such Seller may reasonably request in writing, all to the
extent required from time to time to enable such Seller to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 under the Securities Act and customarily
taken in connection with sales pursuant to such exemptions.

         6.       Miscellaneous.

                  (a)      Sellers' Representatives. The appointment and removal
         of the Sellers' Representatives, as well as the authority of the
         Company and the Buyer to rely on the consent and approval of the
         Sellers' Representatives, shall be governed by Section 7.7 of the
         Purchase Agreement. Any action taken by the Sellers' Representatives
         with respect to this Agreement shall bind and otherwise affect any
         rights and obligations of each Seller hereunder.

                  (b)      Entire Agreement; Waivers. This Agreement constitutes
         the entire agreement among the parties hereto pertaining to the subject
         matter hereof and supersedes all prior and contemporaneous agreements,
         understandings, negotiations and discussions, whether oral or written,
         of the parties with respect to such subject matter. No waiver of any
         provision of this Agreement shall be deemed or shall constitute a
         waiver of any other provision hereof (whether or not similar), shall
         constitute a continuing waiver unless otherwise expressly provided nor
         shall be effective unless in writing and executed (i) in the case of a
         waiver by the Buyer, by the Buyer, and (ii) in the case of a waiver by
         the Sellers, by the Sellers' Representatives.

                  (c)      Amendment or Modification. The parties hereto may
         amend or modify this Agreement only by a written instrument executed by
         the Buyer and the Sellers' Representatives, and any such amendment or
         modification shall be enforceable against the Buyer and all the
         Sellers.

                  (d)      Severability. In the event that any provision hereof
         would, under applicable law, be invalid or unenforceable in any
         respect, such provision shall (to the extent permitted under applicable
         law) be construed by modifying or limiting it so as to be valid and
         enforceable to the maximum extent compatible with, and possible under,
         applicable law. The provisions hereof are severable, and in the event
         any provision hereof should be held invalid or unenforceable in any
         respect, it shall not invalidate, render unenforceable or otherwise
         affect any other provision hereof.

                  (e)      Successors and Assigns. All of the terms and
         provisions of this Agreement shall be binding upon and shall inure to
         the benefit of the parties hereto and their respective permitted
         transferees and assigns (each of which transferees and assigns

                                     - 10 -
<PAGE>

         shall be deemed to be a party hereto for all purposes hereof);
         provided, however, that (i) no transfer or assignment by any party
         hereto shall be permitted without the prior written consent of the
         other parties hereto and any such attempted transfer or assignment
         without consent shall be null and void, provided, however, that Buyer
         may assign this Agreement to any purchaser of all or substantially all
         capital stock or assets of the Company and (ii) no transfer or
         assignment by any party hereto shall relieve such party of any of its
         obligations hereunder.

                  (f)      Notices. Any notices or other communications required
         or permitted hereunder shall be deemed to have been properly given and
         delivered if in writing by such party or its legal representative and
         delivered personally or sent by nationally recognized overnight courier
         service guaranteeing overnight delivery, or registered or certified
         mail, postage prepaid, addressed as follows:

         If to any Seller or the Sellers'
         Representatives:                  c/o Viewpoint International, Inc.
                                           1071 Avenue of the Americas
                                           New York, NY 10081
                                           Attn: S. Anthony Margolis

         and                               c/o Saunders Karp & Megrue LLC
                                           262 Harbor Drive
                                           Stamford, CT 06902
                                           Attn: David J. Oddi

         With a copy to:                   Alston & Bird LLP
                                           90 Park Avenue
                                           New York, New York 10016
                                           Attn: William S. Sterns, III, Esq.

         and                               Ropes & Gray
                                           One International Place
                                           Boston, MA 02110
                                           Attn: Daniel S. Evans, Esq.

         If to the Buyer:                  Oxford Industries, Inc.
                                           222 Piedmont Avenue, N.E.
                                           Atlanta, Georgia 30308-3391
                                           Attn: Thomas C. Chubb, III, Esq.

         With a copy to:                   King & Spalding LLP
                                           191 Peachtree Street, N.E.
                                           Atlanta, Georgia 30303-1763
                                           Attn: Russell B. Richards, Esq.

         Unless otherwise specified herein, such notices or other communications
shall be deemed given (a) on the date delivered, if delivered personally, (b)
one Business Day after being sent by a nationally recognized overnight courier
guaranteeing overnight delivery, and (c) five (5)

                                     - 11 -
<PAGE>

Business Days after being sent, if sent by registered or certified mail. Each of
the parties hereto shall be entitled to specify a different address by
delivering notice as aforesaid to each of the other parties hereto.

                  (g)      Headings. Section and subsection headings are not to
         be considered part of this Agreement, are included solely for
         convenience, are not intended to be full or accurate descriptions of
         the content thereof and shall not affect the construction hereof.

                  (h)      Third-Party Beneficiaries. Except as otherwise set
         forth herein, nothing in this Agreement is intended or shall be
         construed to entitle any Person, other than the parties hereto, their
         respective transferees and assigns permitted hereby, to any claim,
         cause of action, remedy or right of any kind.

                  (i)      Counterparts. This Agreement and any claims related
         to the subject matter hereof may be executed in any number of
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute but one and the same instrument.

                  (j)      Governing Law. This Agreement and any claims related
         to the subject matter hereof shall be governed by and construed in
         accordance with the domestic substantive laws of the State of New York,
         without giving effect to any choice or conflict of law provision or
         rule that would cause the application of the laws of any other
         jurisdiction.

                  (k)      Consent to Jurisdiction. Each party to this
         Agreement, by its execution hereof, (i) hereby irrevocably submits, and
         agrees to cause each of its Subsidiaries to submit, to the exclusive
         jurisdiction of the state courts of the State of New York located in
         New York County or the United States District Court for the Southern
         District of New York for the purpose of any action, claim, cause of
         action or suit (in contract, tort or otherwise), inquiry proceeding or
         investigation arising out of or based upon this Agreement or relating
         to the subject matter hereof, (ii) hereby waives, and agrees to cause
         each of its Subsidiaries to waive, to the extent not prohibited by
         applicable law, and agrees not to assert, and agrees not to allow any
         of its Subsidiaries to assert, by way of motion, as a defense or
         otherwise, in any such action, any claim that it is not subject
         personally to the jurisdiction of the above-named courts, that its
         property is exempt or immune from attachment or execution, that any
         such proceeding brought in one of the above-named courts is improper,
         or that this Agreement or the subject matter hereof may not be enforced
         in or by such court and (iii) hereby agrees not to commence or to
         permit any of its Subsidiaries to commence any action, claim, cause of
         action or suit (in contract, tort or otherwise), inquiry, proceeding or
         investigation arising out of or based upon this Agreement or relating
         to the subject matter hereof other than before one of the above-named
         courts nor to make any motion or take any other action seeking or
         intending to cause the transfer or removal of any such action, claim,
         cause of action or suit (in contract, tort or otherwise), inquiry,
         proceeding or investigation to any court other than one of the
         above-named court whether on the grounds of inconvenient forum or
         otherwise. Each party hereby consents to service of process in any such
         proceeding in any manner permitted by New York law, and agrees that
         service of process by registered

                                     - 12 -
<PAGE>

         or certified mail, return receipt requested, at its address specified
         pursuant to Section 6(f) is reasonably calculated to give actual
         notice.

                  (l)      WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY
         APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO
         HEREBY WAIVES, AND AGREES TO CAUSE EACH OF ITS SUBSIDIARIES TO WAIVE,
         AND COVENANTS THAT NEITHER IT NOR ANY OF ITS SUBSIDIARIES WILL ASSERT
         (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY
         JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, ACTION, CLAIM, CAUSE OF
         ACTION, SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR
         INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE
         SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR
         INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE
         WHETHER NOW EXISTING OR HEREAFTER ARISING. THE BUYER ACKNOWLEDGES THAT
         IT HAS BEEN INFORMED BY THE SELLERS THAT THIS SECTION 6(L) CONSTITUTES
         A MATERIAL INDUCEMENT UPON WHICH THE SELLERS ARE RELYING AND WILL RELY
         IN ENTERING INTO THIS AGREEMENT AND ANY OTHER AGREEMENTS RELATING
         HERETO OR CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL
         COUNTERPART OR A COPY OF THIS SECTION 6(L) WITH ANY COURT AS WRITTEN
         EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT
         TO TRIAL BY JURY.

                            [SIGNATURE PAGES FOLLOW]

                                     - 13 -
<PAGE>

         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be executed, as of the date first above
written by their respective officers thereunto duly authorized.

THE SELLERS:                           SKM-TB, LLC

                                          By: SKM EQUITY FUND III, L.P.

                                          By: SKM PARTNERS, L.L.C.

                                          By:         /s/ David J. Oddi
                                              ----------------------------------
                                              Name: David J. Oddi
                                                    A duly authorized signatory

                                       WHOLE DUTY INVESTMENT, LTD.

                                       By:              /s/ CT Yeung
                                           -------------------------------------
                                           Name: CT Yeung
                                                 A duly authorized signatory

                                               /s/ S. Anthony Margolis
                                       -----------------------------------------
                                                  S. Anthony Margolis

                                       MARGOLIS FAMILY STOCK TRUST u/a/d
                                          MAY 1, 2001

                                       By:      /s/ William S. Sterns, III
                                           -------------------------------------
                                           Name:  William S. Sterns, III
                                           Title: Trustee

                                              /s/ Lucio Dalla Gasperina
                                       -----------------------------------------
                                                 Lucio Dalla Gasperina

<PAGE>

                                       BONITA BEACH BLUES, INC.

                                       By:          /s/ Robert Emfield
                                           -------------------------------------
                                           Name:  Robert Emfield
                                           Title: President

SELLERS' REPRESENTATIVES:                         /s/ David J. Oddi
                                       -----------------------------------------
                                                    David J. Oddi

                                                /s/ S. Anthony Margolis
                                       -----------------------------------------
                                                  S. Anthony Margolis

THE BUYER:                             OXFORD INDUSTRIES, INC.

                                       By:        /s/ J. Hicks Lanier
                                           -------------------------------------
                                           Name:  J. Hicks Lanier
                                           Title: Chairman, President & Chief
                                                  Executive Officer

<PAGE>

                                   SCHEDULE 1

                                     SELLERS

1.       SKM-TB, LLC

2.       Whole Duty Investments, LTD.

3.       S. Anthony Margolis

4.       Margolis Family Stock Trust u/a/d May 1, 2001

5.       Lucio Dalla Gasperina

6.       Bonita Beach Blues, Inc.