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                                                                   Exhibit 10.3


                          REGISTRATION RIGHTS AGREEMENT

      REGISTRATION RIGHTS AGREEMENT, dated as of March 26, 2003 (the
"Agreement") by and among Viewpoint Corporation, a Delaware corporation (the
"Company"), and several Initial Purchasers (the "Initial Purchasers") of
securities of the Company executing this Agreement, identified on Schedule I
hereto.

                               W I T N E S S E T H

      WHEREAS, in connection with the Securities Purchase Agreement by and among
the parties hereto of even date herewith (the "Securities Purchase Agreement"),
the Company has agreed, upon the terms and conditions set forth therein, to
issue and sell to the Initial Purchasers $3,500,000 of its 4.95% Notes due March
31, 2006 (the "Notes") and 3,614,756 shares of its common stock, par value $.001
per share (the "Common Stock").

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

      1. Certain Definitions.

      As used in this Agreement, the following terms shall have the meanings
ascribed to them below:

      "Commission": the Securities and Exchange Commission or any successor
agency.

      "Common Stock": Common Stock, par value $.001 per share, of the Company.

      "Initial Purchasers": each Initial Purchaser identified on Schedule I
hereto and any Person who shall hereafter acquire Registrable Securities from
any Initial Purchaser and to whom such Initial Purchaser assigns its rights
under this Agreement and who agrees to become bound by the provisions of this
Agreement in accordance with Section 3.4(a).

      "Exchange Agreements" means those certain Redemption, Amendment and
Exchange Agreements, each dated as of the date hereof, by and among the Company
and the investors listed on the signature pages therein.

      "Person": any natural person, corporation, partnership, limited liability
company, firm, association, trust, government, governmental agency or other
entity, whether acting in an individual, fiduciary, or other capacity.

      "Registrable Securities": shares of Common Stock acquired, pursuant to the
Securities Purchase Agreement, as listed in Schedule I hereto; provided, that
any shares of Common Stock constituting Registrable Securities shall cease to be
such at such time as (A) they are distributed to the public pursuant to a
registration statement under the Securities Act or Rule 144 thereunder, (B) they
become subject to resale pursuant to Rule 144(k) under the Securities Act (or
any successor provision) ("Rule 144"), (C) the Initial Purchaser thereof may
sell all such
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shares held by such Initial Purchaser in a single 90-day period under Rule 144
because such shares constitute not more than 1.0% of the outstanding shares of
Common Stock (provided, in the case of clause (B) and this clause (C), that any
shares which cease to be Registrable Securities by operation of such clauses
shall again become Registrable Securities if such shares can no longer be sold
in a single 90-day period pursuant to Rule 144), or (D) they shall have
otherwise been transferred and the new certificate evidencing ownership thereof
does not bear a restrictive legend pursuant to the Securities Act and is not
subject to a stop transfer order delivered by or on behalf of the Company.

      For all purposes of this Agreement, a "majority in interest" of the
Initial Purchasers or a group thereof shall be determined on the basis of the
Registrable Securities held by them.

      "Registration Statement" means the registration statement or registration
statements filed under the Securities Act covering the Registrable Securities.

      "Securities Act": the Securities Act of 1933, as amended.

      "Senior Securities Purchase Agreement" means the Securities Purchase
Agreement, dated as of the date hereof, by and among the Company and the Buyers
listed therein, in connection with the issuance and sale of convertible notes
due December 31, 2007.

      2. Registration Rights.

      2.1 Mandatory Registrations.

      (a) The Company shall prepare, and, as soon as practicable but in no event
later than 45 days after the Closing (as defined in the Securities Purchase
Agreement) (the "Filing Deadline"), file with Securities and Exchange Commission
(the "SEC") a Registration Statement covering the resale of all of the
Registrable Securities. The Registration Statement prepared pursuant hereto
shall register for resale all of the Registrable Securities. The Company shall
use its reasonable best efforts to have the Registration Statement declared
effective by the SEC as soon as practicable, but in no event later than the date
which is 90 days after the Closing Date (the "Effectiveness Deadline").

      (b) Registrations pursuant to this Section 2.1 shall be on Form S-3 (or
any equivalent successor form), if permitted.

      (c) Notwithstanding anything to the contrary contained herein, the parties
hereto agree that prior to September 30, 2003, the Company will not cause the
Registration Statement to be declared effective prior to the effectiveness of
the first registration statement under which the securities issued pursuant to
the Exchange Agreement or the Senior Securities Purchase Agreement are required
to be registered.


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      2.2 Effect of Failure to File and Obtain and Maintain Effectiveness of
Registration Statement.

      If (i) a Registration Statement covering all the Registrable Securities
required to be covered thereby and required to be filed by the Company pursuant
to this Agreement is (A) not filed with the SEC on or before the respective
Filing Deadline or (B) not declared effective by the SEC on or before 30 days
after the respective Effectiveness Deadline or (ii) on any day after such
Registration Statement has been declared effective by the SEC sales of all the
Registrable Securities required to be included on such Registration Statement
cannot be made pursuant to such Registration Statement (including, without
limitation, because of a failure to keep such Registration Statement effective,
to disclose such information as is necessary for sales to be made pursuant to
such Registration Statement or to register sufficient shares of Common Stock),
then, as partial relief for the damages to any holder by reason of any such
delay in or reduction of its ability to sell the Registrable Securities (which
remedy shall not be exclusive of any other remedies available at law or in
equity), the Company shall pay to each holder of Registrable Securities an
amount in cash equal to 3% of the number of Registrable Securities held by such
Initial Purchaser as of the Filing Deadline, the 30th day after the
Effectiveness Deadline or the date referred to in clause (ii) above, as the case
may be. Such payments shall be due within 5 days after the relevant date and on
the earlier to occur of (i) every 30 days thereafter (prorated for periods of
less than 30 days) and (ii)(a) the date that the Registration Statement is
declared effective, in the case of the failure to file by the Filing Deadline or
to have the Registration Statement declared effective by the 30th day after the
Effectiveness Deadline, or (b) the date that sales of all the Registrable
Securities required to be included in the Registration Statement may lawfully
resume.

      2.3 Registration Procedures. When the Company, pursuant to the provisions
of this Agreement, uses its reasonable best efforts to effect or cause the
registration of any Registrable Securities under the Securities Act as provided
in this Agreement, the Company shall, as expeditiously as possible:

      (a) prepare and file with the Commission a Registration Statement on Form
S-3, to the extent permitted, or other available form for the disposition of
Registrable Securities in accordance with the intended method of disposition
thereof (provided such intended method of distribution shall not include an
underwritten public offering), which form shall be available for the sale of the
Registrable Securities by the selling Initial Purchasers thereof and such
Registration Statement shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements
required by the Commission to be filed therewith, and the Company shall use its
reasonable best efforts to cause such Registration Statement to become and
remain effective (provided, however, that before filing a Registration Statement
or prospectus or any amendments or supplements thereto, or comparable statements
under securities or blue sky laws of any jurisdiction, the Company will furnish
to one counsel designated by a majority of the Initial Purchasers (the
"Designated Counsel") participating in the planned offering, copies of all such
documents proposed to be filed (including all exhibits thereto but excluding
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K and any similar or successor reports), which documents will be
subject to the reasonable review and reasonable comment of such counsel;


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      (b) prepare and file with the Commission such amendments and supplements
to such Registration Statement and the prospectus used in connection therewith
as may be necessary to keep such Registration Statement effective for such
period as any seller of Registrable Securities pursuant to such Registration
Statement shall reasonably request and to comply with the provisions of the
Securities Act with respect to the sale or other disposition of all Registrable
Securities covered by such Registration Statement in accordance with the
intended methods of disposition (provided such intended method of distribution
shall not include an underwritten public offering) by the seller or sellers
thereof as set forth in such Registration Statement;

      (c) furnish, without charge and upon request, to each seller of such
Registrable Securities covered by such Registration Statement such number of
copies of such Registration Statement, each amendment and supplement thereto (in
each case including all exhibits), and the prospectus included in such
registration statement (including each preliminary prospectus) in conformity
with the requirements of the Securities Act, and other documents, as such seller
may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities owned by such seller (the Company
hereby consenting to the use in accordance with all applicable law of each such
Registration Statement (or amendment or post-effective amendment thereto) and
each such prospectus (or preliminary prospectus or supplement thereto) by each
such seller of Registrable Securities in connection with the offering and sale
of the Registrable Securities covered by such Registration Statement or
prospectus;

      (d) use its reasonable best efforts to register or qualify the Registrable
Securities covered by such Registration Statement under such other applicable
securities or "blue sky" laws of such jurisdictions as any sellers of
Registrable Securities shall reasonably request, and do any and all other acts
and things which may be reasonably necessary or advisable to enable such sellers
or underwriter, if any, to consummate the disposition of the Registrable
Securities in such jurisdictions, except that in no event shall the Company be
required to qualify to do business as a foreign corporation in any jurisdiction
where it would not, but for the requirements of this paragraph (d), be required
to be so qualified, to subject itself to taxation in any such jurisdiction or to
consent to general service of process in any such jurisdiction;

      (e) promptly notify each Initial Purchaser selling Registrable Securities
covered by such Registration Statement: (i) when the Registration Statement, any
pre-effective amendment, the prospectus or any prospectus supplement related
thereto or post-effective amendment to the Registration Statement has been filed
and, 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
state securities authority for amendments or supplements to the Registration
Statement or the prospectus related thereto or for additional information; (iii)
of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement 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 of any Registrable Securities for sale under
the securities or blue sky laws of any jurisdiction or the initiation of any
proceeding for such purpose; and (v) of the existence of any fact of which the
Company becomes aware which results in the Registration Statement, the
prospectus related thereto or any document incorporated therein by reference
containing an untrue statement of a material fact or omitting to state a
material fact required to be stated therein or necessary to make


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any statement therein not misleading (provided that in no event shall such
notification contain any material, non-public information); and, subject to
Section 2.2(m), if the notification relates to an event described in clause (v),
the Company shall promptly prepare and furnish to each such seller a reasonable
number of copies of a prospectus supplemented or amended so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not include 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 the light of the circumstances under which they were made not
misleading;

      (f) comply with all applicable rules and regulations of the Commission,
and make generally available to its security holders, as soon as reasonably
practicable after the effective date of the Registration Statement (and in any
event within 16 months thereafter), an earnings statement (which need not be
audited) covering the period of at least twelve consecutive months beginning
with the first day of the Company's first calendar quarter after the effective
date of the registration statement, which earnings statement shall satisfy the
provisions of Section 1.1(a) of the Securities Act and Rule 158 thereunder;

      (g) (i) use its reasonable best efforts to cause all such Registrable
Securities covered by such registration statement to be listed on the principal
securities exchange on which similar securities issued by the Company are then
listed (if any), if the listing of such Registrable Securities is then permitted
under the rules of such exchange, or (ii) if no similar securities are then so
listed, use reasonable best efforts to cause all such Registrable Securities to
be, at the Company's option, listed on a national securities exchange or, as a
NASDAQ security within the meaning of Rule 11Aa2-1 promulgated by the Commission
pursuant to the Exchange Act or, failing that, secure NASDAQ authorization for
such shares and without limiting the generality of the foregoing, take all
actions that may be required by the Company as the issuer of such Registrable
Securities in order to facilitate the managing underwriter's arranging for the
registration of at least two market makers as such with respect to such shares
with the National Association of Securities Dealers, Inc. (the "NASD");

      (h) at the reasonable request of any Initial Purchaser, the Company shall
furnish to such purchaser, not later than the next business day following the
date of the effectiveness of the Registration Statement, an opinion from the
Company's General Counsel in customary form covering such matters as are
customarily covered by such opinions, addressed to such Initial Purchaser;

     (i)deliver to the Designated Counsel copies of all correspondence between
the Commission and the Company, its counsel or auditors or with the Commission
or its staff with respect to the Registration Statement, other than those
portions of any such correspondence and memoranda which contain information
subject to attorney-client privilege with respect to the Company, and, upon
receipt of such confidentiality agreements as the Company may reasonably
request, make reasonably available for inspection by (i) any seller of such
Registrable Securities covered by such registration statement, (ii) the
Designated Counsel and (iii) one firm of accountants or other agents designated
by the majority of the Initial Purchasers whose Registrable Securities are
included in the registration statement, all pertinent financial and other
records, pertinent corporate documents and properties of the Company, and cause
all of the


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Company's officers, directors and employees to supply all information reasonably
requested by any such persons or entities, in connection with such Registration
Statement;

      (j) use its reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of the registration statement;

      (k) cooperate with the selling Initial Purchasers of Registrable
Securities to facilitate the timely preparation and delivery of certificates
representing the Registrable Securities to be sold, and cause such Registrable
Securities to be issued in such denominations and registered in such names in
accordance with the instructions of the selling Initial Purchasers of
Registrable Securities, at least three business days prior to any sale of
Registrable Securities;

      (l) take all such other commercially reasonable actions as the Company
deems necessary or advisable in order to expedite or facilitate the disposition
of such Registrable Securities in accordance with this Agreement; and

      (m) notwithstanding anything to the contrary herein, at any time after the
Registration Statement has been declared effective by the Commission, the
Company may delay the disclosure of material non-public information concerning
the Company the disclosure of which at the time is not, in the good faith
opinion of the Board of Directors of the Company and its counsel, in the best
interest of the Company and, based upon the advice of counsel to the Company,
otherwise required (a "Grace Period"); provided, that the Company shall promptly
(i) notify the Initial Purchasers in writing of the existence of material
non-public information giving rise to a Grace Period (provided that in each
notice the Company will not disclose the content of such material non-public
information to the Initial Purchasers) and the date on which the Grace Period
will begin, and (ii) notify the Initial Purchasers in writing of the date on
which the Grace Period ends; and, provided further, that no Grace Period shall
exceed twenty (20) consecutive days and during any three hundred sixty five
(365) day period such Grace Periods shall not exceed an aggregate of ninety (90)
days and the first day of any Grace Period must be at least five (5) trading
days after the last day of any prior Grace Period (each, an "Allowable Grace
Period"). For purposes of determining the length of a Grace Period above, the
Grace Period shall begin on and include the date the Initial Purchasers receive
the notice referred to in clause (i) and shall end on and include the later of
the date the Initial Purchasers receive the notice referred to in clause (ii),
the last day on which such Grace Period will be on Allowable Grace Period and
(iii) the date referred to in such notice. The provisions of the last clause of
Section 2.3 (e) hereof shall not be applicable during the period of any
Allowable Grace Period. Upon expiration of the Grace Period, the Company shall
again be bound by the last clause of Section 2.3 (e) with respect to the
information giving rise thereto unless such material non-public information is
no longer applicable.

      It shall be a condition precedent to the Company's obligations under this
Section 2 that each seller of Registrable Securities as to which any
registration is being effected furnish the Company such information regarding
such seller, the Registrable Securities held by it and the intended method of
distribution of such securities as the Company may from time to time reasonably
request provided that such information shall be used only in connection with
such registration; provided, however, that any such information shall be given
or made by a seller of Registrable Securities without representation or warranty
of any kind whatsoever, except



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representations with respect to the identity of the seller, such seller's
Registrable Securities and such seller's intended method of distribution or any
other representations required by applicable law.

      Each Initial Purchaser, by such Initial Purchaser's acceptance of the
Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of any
Registration Statement hereunder unless such Initial Purchaser has notified the
Company in writing of such Initial Purchaser's election to exclude all of such
Initial Purchaser's Registrable Securities from such Registration Statement.

      Each Initial Purchaser of Registrable Securities agrees that upon receipt
of any notice from the Company of the happening of any event of the kind
described in clause (v) of paragraph (e) of this Section 2.3, such Initial
Purchaser will immediately discontinue such Initial Purchaser's disposition of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such Initial Purchaser's receipt of the copies of
the supplemented or amended prospectus contemplated by paragraph (e) of this
Section 2.3 and if so directed by the Company will deliver to the Company (at
the Company's expense) all copies, other than permanent file copies, then in
such Initial Purchaser's possession of the prospectus covering such Registrable
Securities that was in effect at the time of receipt of such notice.

      2.4 Registration Expenses. The Company shall, whether or not any
registration pursuant to this Agreement becomes effective, pay all reasonable
and customary expenses incident to the Company's performance of or compliance
with this Article 2, including (i) Commission, stock exchange or NASD
registration and filing fees and all listing fees and fees with respect to the
inclusion of securities in NASDAQ, (ii) fees and expenses of compliance with
state securities or "blue sky" laws and in connection with the preparation of a
"blue sky" survey, including without limitation, reasonable fees and expenses of
blue sky counsel, (iii) printing expenses, (iv) messenger and delivery expenses,
(v) internal expenses (including, without limitation, all salaries and expenses
of the Company's officers and employees performing legal and accounting duties),
(vi) fees and disbursements of counsel for the Company, (vii) the reasonable and
documented fees and disbursements of the Designated Counsel, which amount shall
not exceed $5,000, and fees and expenses of other persons, including special
experts, retained by the Company. Notwithstanding the foregoing, (A) the
provisions of this Section 2.4 shall be deemed amended to the extent necessary
to cause these expense provisions to comply with "blue sky" laws of each state
in which the offering is made and (B) in connection with any registration
hereunder, each Initial Purchaser of Registrable Securities being registered
shall pay all underwriting discounts and commissions and transfer taxes, if any,
attributable to such Registrable Securities.

      2.5 Indemnification and Contribution.

      (a) In the event of any registration of any of the Registrable Securities
under the Securities Act pursuant to this Agreement, to the extent permitted by
law, the Company will indemnify and hold harmless the seller of such Registrable
Securities, and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act or the Exchange Act (each,
a "Seller Indemnified Party") against any losses, claims, damages or
liabilities, joint or several, to which such Seller Indemnified Party may become
subject under the


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Securities Act, the Exchange Act, state securities or Blue Sky laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement
under which such Registrable Securities were registered under the Securities
Act, any preliminary prospectus or final prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration
Statement, or arise out of or are based upon 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 Company will reimburse such Seller
Indemnified Party for any legal or other expenses (in each case, to the extent
such expenses are documented and reasonable) incurred by such Seller Indemnified
Party in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the foregoing
indemnification and reimbursement (i) shall not apply 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 Registration Statement, preliminary
prospectus, final prospectus or in any filing made in connection with the
securities or blue sky laws of any jurisdiction, or any such amendment or
supplement thereto, in each case, in reliance upon and in conformity with
information furnished to the Company, in writing, by or on behalf of such Seller
Indemnified Party specifically for use in the preparation thereof; (ii) with
respect to any preliminary prospectus, shall not inure to the benefit of any
such person from whom the person asserting any such loss, claim, damage or
liability purchased the Registrable Securities that are the subject thereof (or
to the benefit of any person controlling such person) if the untrue statement or
omission of material fact contained in the preliminary prospectus was corrected
in the prospectus, as then amended or supplemented, and the Seller Indemnified
Party was promptly advised in writing not to use the incorrect prospectus prior
to the use giving rise to a violation and such Seller Indemnified Party,
notwithstanding such advice, used it or failed to deliver the correct prospectus
as required by the Securities Act; (iii) shall not be available to the extent
such loss, claim, damage or liability is based on a failure of the Initial
Purchaser to deliver or to cause to be delivered the prospectus made available
by the Company, including a corrected prospectus; and (iv) shall not apply to
amounts paid in settlement of any loss, claim, damage or liability if such
settlement is effected without the prior written consent of the Company.

      (b) In the event of any registration of any of the Registrable Securities
under the Securities Act pursuant to this Agreement, each seller of Registrable
Securities, severally and not jointly, will indemnify and hold harmless the
Company, each of its directors and officers and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act (each, a "Company Indemnified Party"), against any losses, claims, damages
or liabilities, joint or several, to which such Company Indemnified Party may
become subject under the Securities Act, Exchange Act, state securities or Blue
Sky laws or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement under which such Registrable Securities were registered
under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained in the Registration Statement, or any amendment or
supplement to the Registration Statement, or arise out of or are based upon any
omission or alleged 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 relating to such seller furnished in writing to the Company by or on
behalf of such seller specifically for use in connection with the


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preparation of such Registration Statement, preliminary prospectus, final
prospectus, or in any filing made in connection with the securities or blue sky
laws of any jurisdiction or any amendment or supplement thereto and each seller
of Registrable Securities shall reimburse the Company for any legal or other
expenses (in each case, to the extent such expenses are documented and
reasonable) incurred by such Company Indemnified Party in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the obligations of such Initial Purchasers hereunder
shall be limited to an amount equal to the proceeds to each Initial Purchaser of
Registrable Securities sold in connection with such registration.

      (c) Each party entitled to indemnification under this Section 2.5 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided, that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld); and, provided further, that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 2.5 except to the extent, if any, that the
Indemnifying Party shall have been actually prejudiced as a result of such
failure (except that the Indemnifying Party shall not be liable for any expenses
incurred during the period in which the Indemnified Party failed to give such
notice). The Indemnified Party may participate in such defense at such party's
expense; provided, however, that the Indemnifying Party shall pay such expense
if representation of such Indemnified Party by the counsel retained by the
Indemnifying Party would be inappropriate due to actual or potential differing
interests between the Indemnified Party and any other party represented by such
counsel in such proceeding. No Indemnifying Party, in the defense of any such
claim or litigation shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party of a release from all liability in respect of such
claim or litigation, and no Indemnified Party shall consent to entry of any
judgment or settle such claim or litigation without the prior written consent of
the Indemnifying Party.

      (d) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any holder of
Registrable Securities exercising rights under this Agreement, or any
controlling person of any such holder, makes a claim for indemnification
pursuant to this Section 2.5 but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 2.5 provides for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any such selling
Investor or any such controlling person in circumstances for which
indemnification is provided under this Section 2.5; then, in each such case, the
Company and such Initial Purchaser will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportions so that such holder is responsible for the
portion represented by the percentage that the public offering price of its
Registrable Securities offered by the Registration Statement bears to the public
offering price of all securities offered by such


                                       9
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Registration Statement, and the Company is responsible for the remaining
portion; provided, however, that, in any such case, (A) no such holder will be
required to contribute any amount in excess of the proceeds to it of all
Registrable Securities sold by it pursuant to such Registration Statement, and
(B) no person or entity guilty of fraudulent misrepresentation, within the
meaning of Section 11(f) of the Securities Act, shall be entitled to
contribution from any person or entity who is not guilty of such fraudulent
misrepresentation.

      2.6 Grant of Further Registration Rights. For so long as the Initial
Purchasers hold Registrable Securities, the Company shall not grant any
registration rights to any person without the prior written consent of a
majority in interest of the Initial Purchasers, and which consent may be
withheld in the Initial Purchaser' sole discretion unless such registration
rights are subordinate in every respect to the rights of the Initial Purchasers
pursuant to this Agreement.

      3. General.

      3.1 Rule 144. If the Company shall have filed a registration statement
pursuant to the requirements of Section 12 of the Exchange Act or a registration
statement pursuant to the requirements of the Securities Act in respect of the
Common Stock, the Company covenants that it will timely file the reports
required to be filed by it under the Securities Act or the Exchange Act
(including, but not limited to, the reports under Sections 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities
Act), and will take such further action as any Initial Purchaser of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such Initial Purchaser to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (ii) any similar rule or regulation hereafter adopted by
the Commission. Upon the request of any Initial Purchaser of Registrable
Securities (so long as such purchaser owns such Registrable Securities), the
Company will deliver to such Initial Purchaser a written statement as to whether
it has complied with such requirements.

      3.2 Notices and Other Communications. All notices, requests, demands and
other communications made in connection with this Agreement shall be in writing
and shall be deemed to have been duly given (a) on the date of delivery, if
delivered to the persons identified below, (b) five calendar days after mailing
if mailed, with proper postage, by certified or registered mail, return receipt
requested, (c) on the date of receipt if sent by telecopy, and confirmed in
writing in the manner set forth in (b) on or before the next day after the
sending of the telecopy, or (d) one business day after delivered to a nationally
recognized overnight courier service marked for overnight delivery, in each case
addressed to the Initial Purchasers at their respective addresses set forth on
the stock records of the Company, and to the Company at:

        Viewpoint Corporation
        498 Seventh Avenue, Suite 1810
        New York, New York 10018
        Attention: Jeffrey J. Kaplan, Executive Vice President, Business Affairs
        and Brian J. O'Donoghue, Executive Vice President and General Counsel
        Telephone: (212) 201-0800
        Telecopy No. (212) 201-0846


                                       10
<PAGE>
        Milbank, Tweed, Hadley & McCloy LLP
        1 Chase Manhattan Plaza
        New York, New York 10005
        Telephone: (212) 530-5171
        Facsimile:  (212) 822-5171
        Attention:  Alexander M. Kaye, Esq.

or to such other address as any party may, from time to time, designate in a
written notice given in a like manner.

      3.3 Amendments. This Agreement may be amended only by written instruments
signed by the Company and a majority in interest of the Initial Purchasers. No
waiver of any right or remedy provided for in this Agreement shall be effective
unless it is set forth in writing signed by a majority in interest of the
Initial Purchasers. No waiver of any right or remedy granted in one instance
shall be deemed to be a continuing waiver under the same or similar
circumstances thereafter arising.

      3.4 Miscellaneous.

      (a) This Agreement shall be binding upon and inure to the benefit of and
be enforceable by the parties hereto and the respective successors and assigns
of the parties hereto, whether so expressed or not. This Agreement and the
rights of the parties hereunder may be assigned by any of the parties hereto to
any transferee of Registrable Securities if: (i) the Initial Purchaser agrees in
writing with the transferee or assignee to assign such rights, and a copy of
such agreement is furnished to the Company within a reasonable time after such
assignment; (ii) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (a) the name and address of such
transferee or assignee, and (b) the securities with respect to which such
registration rights are being transferred or assigned; (iii) immediately
following such transfer or assignment the further disposition of such securities
by the transferee or assignee is restricted under the Securities Act and
applicable state securities laws; (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this sentence the
transferee or assignee agrees in writing with the Company to be bound by all of
the provisions contained herein; and (v) such transfer shall have been made in
accordance with the applicable requirements of the Securities Purchase
Agreement.

      (b) If any term, provision, covenant or restriction of this Agreement or
any exhibit hereto is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement and such exhibits shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and recitations without
including any of such which may be hereafter declared invalid, void or
unenforceable.

      (c) This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall become effective
when one or more of the counterparts have been signed by each party and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart.


                                       11
<PAGE>
      (d) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflict of laws principles that would require the application of the laws of
another jurisdiction.

      (e) Except as set forth in Sections 2.5(a) and (b), this Agreement is
intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       12
<PAGE>
      IN WITNESS WHEREOF, the Company and Initial Purchasers have caused this
Agreement to be executed and delivered by their respective officers thereunto
duly authorized.

                              THE COMPANY:

                              VIEWPOINT CORPORATION, INC.



                              By: /s/ Brian J. O' Donoghue
                                  ---------------------------------------------
                                       Name:  Brian J. O' Donoghue
                                       Title: Executive Vice President


                              THE INITIAL PURCHASERS:

                              FEDERAL PARTNERS P, L.P.
                              by Ninth Floor Corporation, its general partner


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


                                  /s/ Baruch Halpern
                             --------------------------------------------------
                              Baruch Halpern, as Joint Tenant with the Right of
                              Survivorship

                                  /s/ Shana Halpern
                              -------------------------------------------------
                              Shana Halpern, as Joint Tenant with the Right of
                              Survivorship


                              CRCK, L.L.C.
                              by Paul P. Tanico and Ellen H. Adams, its managers

                              By: /s/ Maria Lamari Burden
                                  ---------------------------------------------
                                 Name:  Maria Lamari Burden
                                 Title: Chief Financial Officer


                                       13
<PAGE>
                                   Schedule I
                   Registrable Securities as of March 26, 2003


<TABLE>
<CAPTION>
       Name of Initial Purchaser                     Common Shares
       -------------------------                     -------------
<S>                                                  <C>
Federal Partners P, L.P.                               3,150,002

Baruch Halpern and Shana Halpern, as                    258,197
Joint Tenants with the Rights of
Survivorship

CRCK, L.L.C.                                            206,557
</TABLE>


                                       14