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                                                                    EXHIBIT 10.9

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement"), dated as of December 17,
2001, is entered into between Viewpoint Corporation, a Delaware Corporation with
its principal office at 498 Seventh Avenue, New York, N.Y. 10018 ("Viewpoint"),
and Robert E. Rice ("Executive").

         WHEREAS, Executive currently serves as President, Chief Executive
Officer and Chairman of the Board of Directors of Viewpoint and has, since
December 31, 1996, served as an officer of Viewpoint;

         WHEREAS, Executive and Viewpoint are parties to an employment agreement
that expires on December 31, 2001; and

         WHEREAS, Viewpoint desires to retain Executive's services as Chief
Executive Officer and President, and Executive desires to be retained by
Viewpoint to serve as Chief Executive Officer and President of Viewpoint.

         NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged by the parties, the parties hereto hereby agrees as
follows:

         1. EMPLOYMENT; TERM. Subject to the terms and conditions of this
Agreement, Viewpoint hereby employs Executive, and Executive hereby accepts
employment with Viewpoint, as President and Chief Executive Officer. Executive
shall devote his full time and attention to the business and affairs of
Viewpoint and its subsidiaries, and shall use his best efforts, skills and
abilities to promote the Company's interests and will perform these duties
faithfully and competently in such manner as Viewpoint's Board of Directors (the
"Board") may from time to time reasonably direct. Executive's principal place of
employment shall be at Viewpoint's headquarters in New York, New York, or at
such other location as shall be mutually acceptable to the Executive and the
Board. Executive's employment hereunder shall commence on January 1, 2002 and
terminate on December 31, 2003, unless terminated earlier pursuant to Section 3
below (the "Term of Employment").

         2. COMPENSATION AND BENEFITS. Viewpoint shall pay the following
compensation and provide the following benefits to Executive during the Term of
Employment:

         (a) Base Salary. Executive shall receive a base salary of $330,000 per
         annum ("Base Salary"), payable in approximately equal installments in
         accordance with the customary payroll practices of Viewpoint. If the
         rate of base salary per annum paid to Executive is increased during the
         Term of Employment, such increased rate shall thereafter constitute the
         Base Salary for all purposes of this Agreement.

         (b) Options to Acquire Viewpoint Common Stock.

                  (i) Annualized Option Grant. Viewpoint will make a one (1)
                  time grant to Executive of an option to acquire 200,000 shares
                  of Viewpoint common stock at an exercise price equal to the
                  closing price of Viewpoint's common stock at the close of
                  business on the date of grant (the "Annualized Option").
                  Twenty-five percent (25%) of the shares subject to the
                  Annualized Option Grant will vest on the first (1st)
                  anniversary of the date of grant and one-thirty-sixth (1/36th)
                  of the remaining shares will vest monthly thereafter.

                  (ii) Performance-Based Option Grant. Viewpoint will grant to
                  Executive an option to acquire 1,000,000 shares of Viewpoint
                  common stock at an exercise price equal to the closing price
                  of Viewpoint's common stock at the close of business on the
                  date of grant (the "Performance-Based Option"), the vesting of
                  which shall be subject to the following performance-based
                  criteria:

                           (A) Financial Performance. Six and three-tenths
                  percent (6.3%) of the shares subject to the Performance-Based
                  Option will vest at the end of each fiscal quarter in which
                  Viewpoint achieves the financial goals established by the
                  Board in connection with Viewpoint's business plan. If
                  Viewpoint does not achieve such


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                  financial goals for any particular fiscal quarter(s), six and
                  three-tenths percent (6.3%) of the shares subject to the
                  Performance-Based Option will not be subject to further
                  vesting, and Executive will have no right to exercise the
                  Performance-Based Option with respect to such unvested shares,
                  except as described in the following subparagraph.

                           (B) Strategic Performance. If there is a Change in
                  Control, an unvested portion of the Performance-Based Option
                  (including those shares that did not vest at the end of fiscal
                  quarters in which Viewpoint did not achieve its financial
                  goals as described in the preceding subparagraph) will vest in
                  accordance with the following sentence. Twenty-five percent
                  (25%) of the unvested portion will vest if the value of the
                  consideration received by Viewpoint in the Change in Control
                  transaction is equivalent to the exercise price or greater up
                  to a value equal to twice the exercise price, fifty percent
                  (50%) of the unvested portion will vest if the value of the
                  consideration received by Viewpoint in the Change in Control
                  transaction is the equivalent of twice the exercise price or
                  greater up to a value equal to three times the exercise price;
                  seventy five percent (75%) of the unvested portion will vest
                  if the value of the consideration received by Viewpoint in the
                  Change in Control transaction is the equivalent of three times
                  the exercise price or greater up to four times the exercise
                  price; and one hundred percent (100%) of the unvested portion
                  will vest if the consideration received by Viewpoint in the
                  Change in Control transaction is the equivalent of four times
                  the exercise price or greater.

                  (iii) Application of Employee Stock Option Plan. Unless
                  otherwise provided herein, Executive's rights with respect to
                  the Annualized Option and the Performance-Based Option shall
                  be determined in accordance with the terms of the Viewpoint
                  Stock Option Plan and by applicable law.

         (c) Life Insurance. During the Term of Employment, Viewpoint will
         reimburse Executive for the cost of acquiring a term life insurance
         policy with a death benefit of $5,000,000 payable to Executive's
         beneficiaries.

         (d) Automobile. Viewpoint will provide Executive with the use of an
         automobile, leased in Viewpoint's name, primarily for corporate
         purposes, throughout the Term of Employment.

         (e) Benefit Plan; Vacation. Executive shall be entitled to participate
         in all benefit plans maintained for Viewpoint employees and shall be
         entitled to four (4) weeks of paid vacation per annum.

         3.       TERMINATION; SEVERANCE.

         (a) Termination Without Cause or With Good Reason. If Viewpoint
         terminates Executive's employment without Cause (as defined below), or
         if Executive terminates his employment with Viewpoint for Good Reason
         (as defined below), Viewpoint will pay to Executive an amount equal to
         two (2) times Executive's then current Base Salary and the unvested
         portion of all options (other than the Performance-Based Option)
         granted to Executive at any time before such termination will
         immediately vest and will remain exercisable by Executive for six (6)
         months following termination of employment.

         (b) Termination With Cause or Without Good Reason. If Viewpoint
         terminates Executive's employment with Cause, or if Executive
         terminates his employment with Viewpoint without Good Reason, Viewpoint
         will have no obligation to make any payments to Executive under this
         Agreement, and the unvested portion of any options granted to Executive
         at any time before such termination will not vest and will not be
         exercisable at any time by Executive.

         (c) Non-Duplication of Benefits. In the event of the termination of
         Executive's employment, his rights under any benefit plans in which he
         is a participant shall be determined in accordance with the terms of
         the plans and by applicable law. Notwithstanding any other provision in
         this Agreement, nothing in this Agreement shall result in a duplication
         of payments or benefits provided under this Section 3, nor shall
         anything in this Agreement require Viewpoint to make any payment or to
         provide any benefit to Executive that Viewpoint is otherwise required
         to provide under any other contract, agreement or arrangement.

         (d) General Release. No payments or benefits payable to Executive upon
         the termination of his employment pursuant to this Section 3 shall be
         made to Executive unless and until he executes a general release in a
         form satisfactory to Viewpoint and such general release becomes
         effective pursuant to its terms.


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         4.       DEFINITIONS. In addition to certain terms defined elsewhere in
this Agreement, the following terms will have the following respective meanings:

         (a)      "Cause" means the occurrence of any of the following:

                  (i)      the willful and continuing refusal of Executive to
                           follow the lawful directives of the Board,

                  (ii)     conduct that is intentional and known by Executive to
                           be harmful to Viewpoint's best interest, or

                  (iii)    Executive's conviction of any felony or any crime
                           involving dishonesty.

         (b)      "Good Reason" means the occurrence of any of the following:

                  (i)      any material breach by Viewpoint of its obligations
                           under this Agreement,

                  (ii)     a significant diminution of Executive's duties as set
                           forth in Section 1 without Executive's consent, or

                  (iii)    a failure by Viewpoint to obtain a written agreement
                           from any successor or assign of Viewpoint to assume
                           the obligations under this Agreement upon a Change in
                           Control.

         (c)      "Change in Control of Viewpoint" means and includes each of
                  the following:

                  (i) the acquisition, in one or more transactions, of
                  beneficial ownership (within the meaning of Rule 13d-3 of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act")) by any person or any group of persons who constitute a
                  group (within the meaning of Section 13d-3 of the Exchange
                  Act) of any securities of Viewpoint such that, as a result of
                  such acquisition, such person or group beneficially owns
                  (within the meaning of Rule 13d-3 of the Exchange Act),
                  directly or indirectly, more than fifty percent (50%) of
                  Viewpoint's outstanding voting securities entitled to vote on
                  a regular basis for a majority of the members of the Board;

                  (ii) the consummation of any merger or any other business
                  combination (in one or more transactions, including, but not
                  limited to a sale of all or substantially all of the assets)
                  of Viewpoint, other than a transaction immediately following
                  which the shareholders of Viewpoint who owned shares
                  immediately prior to the transaction continue to own, by
                  virtue of their prior ownership of Company shares, at least
                  fifty percent (50%) of the voting power, directly or
                  indirectly, of the surviving corporation in any such merger or
                  business combination; or

                  (iii) the consummation of a plan of complete liquidation of
                  Viewpoint.

         5.       MISCELLANEOUS.

         (a) Non-Assignability. Neither this Agreement nor any right or interest
hereunder shall be assignable by Executive, his beneficiaries, or legal
representatives without Viewpoint's prior written consent.

         (b) Binding Effect. Without limiting or diminishing the effect of
Section 5(a) hereof, this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors, legal
representatives and assigns.

         (c) Waiver. Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver of such term,
covenant or condition, nor shall any waiver or relinquishment of any right or
power hereunder at any one or more times be deemed a waiver or relinquishment of
such right or power at any other time or times.

         (d) Entire Agreement; Modifications. This Agreement constitutes the
entire and final expression of the agreement of the parties with respect to the
subject matter hereof and supersedes all prior agreements, oral and written,
between the parties hereto with respect to the subject matter hereof. This
Agreement may be modified or amended only by an instrument in writing signed by
both parties hereto.


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         (e) Relevant Law. This Agreement shall be construed and enforced in
accordance with the internal laws of the State of New York, without regard to
the conflicts of law principles thereof.

         (f) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but both of which together shall
constitute one and the same instrument.

         ACKNOWLEDGEMENT. Executive represents and acknowledges the following:

         (a)      He has carefully read this Agreement in its entirety;

         (b)      He understands the terms and conditions contained herein;

         (c)      He has had the opportunity to review this Agreement with legal
                  counsel of his own choosing and has not relied on any
                  statements made by Viewpoint or its legal counsel as to the
                  meaning of any term or condition contained herein or in
                  deciding whether to enter into this Agreement; and

         (d)      He is entering into this Agreement knowingly and voluntarily.

         IN WITNESS WHEREOF, Executive and the authorized representative of the
Board of Viewpoint execute and enter into this Agreement as of the date first
above written.

Robert E. Rice                        VIEWPOINT CORPORATION


/s/ Robert E. Rice                    By: /s/  Samuel H. Jones
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                                         Samuel H. Jones
                                         Chairman, Compensation Committee of
                                         the Board of Directors



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