Exhibit 10.3


NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF
COUNSEL ADDRESSED TO THE COMPANY, IN A GENERALLY ACCEPTABLE FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES
LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.


VIEWPOINT CORPORATION


WARRANT TO PURCHASE COMMON
STOCK


Warrant No.: 

Number of Shares: [______]

Date of Issuance: October 18, 2007 (“Issuance Date”)


Viewpoint
Corporation, a Delaware corporation (the “Company”), hereby certifies
that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, _______________________, the registered holder hereof
or its permitted assigns (the “Holder”), is entitled, subject to the
terms set forth below, to purchase from the Company, at the Exercise Price (as
defined below) then in effect, upon surrender of this Warrant to Purchase
Common Stock with the Exercise Notice attached hereto as Exhibit A duly
executed and payment therefore as provided herein at any time or times on or
after the date that is six months after the date hereof, but not after 11:59
P.M., New York Time, on the Expiration Date (as defined below),
____________________ (_______) fully paid nonassessable shares of Common Stock
(as defined below) (the “Warrant Shares”). Except as otherwise defined
herein, capitalized terms in this Warrant shall have the meanings set forth in
Section 17. This Warrant is one of the Warrants to Purchase Common Stock (the “SPA
Warrants”) issued pursuant to Section 2.01 of that certain Securities
Purchase Agreement, dated as of October 18, 2007, among the Company and the
purchasers (the “Purchasers”) referred to therein (the “Securities
Purchase Agreement”).


          1.
TERM OF WARRANT. Subject to the terms and conditions hereof, this
Warrant shall be for a term of five and one-half years and shall be
exercisable, in whole or in part, during the five year term commencing six
months following the Issuance Date and ending at 11:59 P.M New York Time, on
April 18, 2013 (the “Expiration Date”), and shall be void thereafter.






          2.
EXERCISE OF WARRANT.


                    (a)
Mechanics of Exercise. Subject to the terms and conditions hereof
(including, without limitation, the limitations set forth in Section 2(d)),
this Warrant may be exercised by the holder hereof on any day, following the
date that is six months after the Issuance Date, in whole or in part prior to
the Expiration Date by (i) delivery of a written notice, in the form
attached hereto as Exhibit A (the “Exercise Notice”), of such holder’s
election to exercise this Warrant, and (ii) payment to the Company of an
amount equal to the applicable Exercise Price multiplied by the number of
Warrant Shares as to which this Warrant is being exercised (the “Aggregate
Exercise Price”) in cash or by wire transfer of immediately available
funds. The Holder shall not be required to deliver the original warrant in
order to effect an exercise hereunder. Execution and delivery of the Exercise
Notice with respect to less than all of the Warrant Shares shall have the same
effect as cancellation of the original Warrant and issuance of a new warrant
evidencing the right to purchase the remaining number of Warrant Shares. On or
before the third Business Day following the date on which the Company has
received each of the Exercise Notice, the Aggregate Exercise Price and this
Warrant (or an indemnification undertaking with respect to this Warrant in the
case of its loss, theft or destruction) (the “Exercise Delivery Documents”),
the Company shall (X) issue and deliver to the address specified in the
Exercise Notice, a certificate, registered in the name of the holder of this
Warrant or its designee, for the number of shares of Common Stock to which the
holder of this Warrant is entitled pursuant to such exercise, or (Y) provided
that the Company’s transfer agent (the “Transfer Agent”) is
participating in The Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program, upon the request of the holder, credit such
aggregate number of shares of Common Stock to which the holder of this Warrant
is entitled pursuant to such exercise to the holder’s or its designee’s balance
account with DTC through its Deposit Withdrawal Agent Commission system. Upon
delivery of the Exercise Notice, this Warrant and the Aggregate Exercise Price
referred to in clause (ii) above, the Holder of this Warrant shall be deemed
for all corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised as of the date of the
Exercise Notice, irrespective of the date of delivery of the certificates
evidencing such Warrant Shares. If the number of Warrant Shares represented by
this Warrant submitted for exercise pursuant to this Section 2(a) is greater
than the number of Warrant Shares being acquired upon an exercise, then the
Company shall as soon as practicable and in no event later than three Business
Days after any exercise and at its own expense, issue a new Warrant (in
accordance with Section 8(d)) representing the right to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this
Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised. No fractional shares of Common Stock are to be issued upon the
exercise of this Warrant, but rather the number of shares of Common Stock to be
issued shall be rounded up to the nearest whole number. The Company shall pay
any and all documentary stamp, transfer or similar taxes that may be payable
with respect to the issuance and delivery of Warrant Shares upon exercise of
this Warrant.


                    (b)
Net Exercise. Notwithstanding the foregoing, if the Holder submits an
Exercise Notice at any time following the date that is one year after the
Issuance Date, and at such time an effective Registration Statement is not
available for the resale of all of the Warrant Shares issuable hereunder, the
Holder may elect to pay the Exercise Price in either cash or pursuant to a
cashless exercise (a “Cashless Exercise”), as hereinafter provided, or,
at the


-2-






election of
Holder, a combination thereof. The Holder may effect a Cashless Exercise by (i)
delivery of an Exercise Notice noting that the Holder wishes to effect a
Cashless Exercise and (ii) the surrender to the Company, on or as soon as
practicable following the date the Holder delivers the Exercise Notice to the
Company, of this Warrant (or an indemnification undertaking with respect to this
Warrant in the case of its loss, theft or destruction), upon which the Company
shall (X) issue and deliver to the address specified in the Exercise Notice, a
certificate, registered in the name of the holder of this Warrant or its
designee, for the number of shares of Common Stock to which the holder of this
Warrant is entitled pursuant to such exercise, or (Y) provided that the
Transfer Agent is participating in the DTC Fast Automated Securities Transfer
Program, upon the request of the holder, credit such aggregate number of shares
of Common Stock to which the holder of this Warrant is entitled pursuant to
such exercise to the holder’s or its designee’s balance account with DTC
through its Deposit Withdrawal Agent Commission system. The number of Warrant
Shares to be issued to the Holder pursuant to a Cashless Exercise shall be
determined as follows:


	
 

	
 

	
 


	
 

	
 

	
X = Y ×
 (A-B)/A


	
 

	
 

	
 


	
 

	
where:


	
 

	
 


	
 

	
X = the
 number of Warrant Shares to be issued to the Holder;


	
 

	
 


	
 

	
Y = the
 number of Warrant Shares with respect to which this Warrant is being
 exercised;


	
 

	
 


	
 

	
A = the fair
 market value of one share of Common Stock at the date of exercise; and


	
 

	
 


	
 

	
B = the
 Exercise Price.





For purposes
of this Section 2(b), the fair market value of one share of Common Stock shall
be determined in good faith by the Company’s Board of Directors; provided,
however, that if the Company’s Common Stock is traded on a national exchange or
over-the-counter market, the fair market value per share shall be the
cumulative twenty (20) – day VWAP of the Common Stock for the twenty Trading
Days immediately preceding (but not including) the date of exercise, calculated
by adding up the dollars traded on such national exchange or over-the-counter
market for every transaction during the twenty (20) – day period (price times
shares traded) and then dividing by the total shares traded on such national
exchange or over-the-counter market for the twenty (20) – day period.


                    (c)
Exercise Price. For purposes of this Warrant, “Exercise Price”
means $0.84, subject to adjustment as provided herein.


                    (d)
Company’s Failure to Timely Deliver Securities. If within three (3)
Trading Days after the Company’s receipt of the facsimile copy of a Exercise
Notice the Company shall fail to issue and deliver a certificate to the Holder
and register such shares of Common Stock on the Company’s share register or
credit the Holder’s balance account with DTC for the number of shares of Common
Stock to which the Holder is entitled upon the


-3-






Holder’s
exercise hereunder, and if on or after such Trading Day the Holder purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of shares of Common Stock issuable upon
such exercise that the Holder anticipated receiving from the Company (a “Buy-In”),
then the Company shall, within five (5) Business Days after the Holder’s
request and in the Holder’s discretion, either (i) pay cash to the Holder in an
amount equal to the Holder’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased (the “Buy-In
Price”), at which point the Company’s obligation to deliver such
certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly
honor its obligation to deliver to the Holder a certificate or certificates
representing such Warrant Shares and pay cash to the Holder in an amount equal
to the excess (if any) of the Buy-In Price over the product of (A) such number
of shares of Common Stock, times (B) the Weighted Average Price on the date of
exercise.


                    (e)
Disputes. In the case of a dispute as to the determination of the
Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the holder the number of Warrant Shares that are not
disputed and resolve such dispute in accordance with Section 13.


                    (f)
Insufficient Authorized Shares. If at any time while this Warrant remain
outstanding the Company does not have a sufficient number of authorized and
unreserved shares of Common Stock to satisfy its obligation to reserve for
issuance upon exercise of this Warrant at least a number of shares of Common
Stock equal to the number of shares of Common Stock as shall from time to time
be necessary to effect the exercise of all of this Warrant then outstanding,
then the Company shall take all action necessary to assure that such number of
shares of Common Stock may be issued as provided herein without violation of any
applicable law or regulation or of any requirements of any securities exchange
or automated quotation system upon which the Common Stock may be listed.


          3.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES UPON SUBDIVISION
OR COMBINATION OF COMMON STOCK. If the Company at any time after the date
of issuance of this Warrant subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Exercise Price in effect
immediately prior to such subdivision will be proportionately reduced and the
number of Warrant Shares will be proportionately increased. If the Company at
any time after the date of issuance of this Warrant combines (by combination,
reverse stock split or otherwise) one or more classes of its outstanding shares
of Common Stock into a smaller number of shares, the Exercise Price in effect
immediately prior to such combination will be proportionately increased and the
number of Warrant Shares will be proportionately decreased. Any adjustment
under this Section 3 shall become effective at the close of business on the
date the subdivision or combination becomes effective.


          4.
RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make
any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off,


-4-






reclassification,
corporate rearrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case:


                    (a)
any Exercise Price in effect immediately prior to the close of business on the
record date fixed for the determination of holders of Common Stock entitled to
receive the Distribution shall be reduced, effective as of the close of
business on such record date, to a price determined by multiplying such
Exercise Price by a fraction of which (i) the numerator shall be the Closing
Sale Price of the Common Stock on the Trading Day immediately preceding such
record date minus the value of the Distribution (as determined in good faith by
the Company’s Board of Directors) applicable to one share of Common Stock, and
(ii) the denominator shall be the Closing Sale Price of the Common Stock on the
trading day immediately preceding such record date; and


                    (b)
the number of Warrant Shares shall be increased to a number of shares equal to
the number of shares of Common Stock obtainable immediately prior to the close
of business on the record date fixed for the determination of holders of Common
Stock entitled to receive the Distribution multiplied by the reciprocal of the
fraction set forth in the immediately preceding paragraph (a); provided that in
the event that the Distribution is of common stock (“Other Common Stock”)
of a company whose common stock is traded on a national securities exchange or
a national automated quotation system, then the holder of this Warrant may
elect to receive a warrant to purchase Other Common Stock in lieu of an
increase in the number of Warrant Shares, the terms of which shall be identical
to those of this Warrant, except that such warrant shall be exercisable into
the number of shares of Other Common Stock that would have been payable to the
holder of this Warrant pursuant to the Distribution had the holder exercised
this Warrant immediately prior to such record date and with an aggregate
exercise price equal to the product of the amount by which the exercise price
of this Warrant was decreased with respect to the Distribution pursuant to the
terms of the immediately preceding paragraph (a) and the number of Warrant
Shares calculated in accordance with the first part of this paragraph (b).


          5.
ORGANIC CHANGE. Prior to the consummation of any Organic Change
following which the Company is not a surviving entity, the Company will secure
from the Person purchasing such assets or the Person issuing the securities or
providing the assets in such Organic Change (in each case, the “Acquiring
Entity”) a written agreement (in form and substance reasonably satisfactory
to the holders of SPA Warrants representing at least two-thirds of the shares
of Common Stock obtainable upon exercise of the SPA Warrants then outstanding)
to deliver to the holder of this Warrant in exchange for this Warrant, a
security of the Acquiring Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant and reasonably
satisfactory to the holder of this Warrant (including, an adjusted exercise
price equal to the value for the Common Stock reflected by the terms of such
consolidation, merger or sale, and exercisable for a corresponding number of
shares of Common Stock acquirable and receivable upon exercise of this Warrant
(without regard to any limitations on the exercise of this Warrant), if the
value so reflected is less than the Exercise Price in effect immediately prior
to such consolidation, merger or sale). In the event that an Acquiring Entity
is directly or indirectly controlled by a company or entity whose common stock
or similar equity interest is listed, designated or quoted on a securities
exchange or trading market, the holder of this Warrant may elect to treat such
Person as the Acquiring Entity for purposes of this Section 5. Prior to the
consummation of any other Organic Change, the Company shall be required to make


-5-







appropriate
provision to insure that the holder of this Warrant thereafter will have the
right to acquire and receive in lieu of or in addition to (as the case may be)
the shares of Common Stock immediately theretofore acquirable and receivable
upon the exercise of this Warrant (without regard to any limitations on the
exercise of this Warrant including those set forth in Sections 2(d)(i) and
2(d)(ii) of this Warrant), such shares of stock, securities or assets that
would have been issued or payable in such Organic Change with respect to or in
exchange for the number of shares of Common Stock which would have been
acquirable and receivable upon the exercise of this Warrant as of the date of
such Organic Change (without regard to any limitations on the exercise of this
Warrant including those set forth in Sections 2(d)(i) and 2(d)(ii) of this
Warrant).  In addition to and not in
substitution for any other rights hereunder, prior to the consummation of any
Organic Change pursuant to which holders of shares of Common Stock are entitled
to receive securities or other assets with respect to or in exchange for shares
of Common Stock (a “Corporate Event”), the Company shall make
appropriate provision to insure that the Holder will thereafter have the right
to receive upon an exercise of this Warrant at any time after the consummation
of the Organic Change but prior to the Expiration Date, in lieu of the shares
of the Common Stock (or other securities, cash, assets or other property)
issuable upon the exercise of this Warrant prior to such Organic Change, such
shares of stock, securities, cash, assets or any other property whatsoever
(including warrants or other purchase or subscription rights) which the Holder
would have been entitled to receive upon the happening of such Organic Change
had this Warrant been exercised immediately prior to such Organic Change.  Provision made pursuant to the preceding
sentence shall be in a form and substance reasonably satisfactory to the
Holder.  The provisions of this Section
shall apply similarly and equally to successive Organic Changes and Corporate
Events and shall be applied without regard to any limitations on the exercise
of this Warrant.  Notwithstanding the foregoing, in the event
of an Organic Change, at the request of the Holder delivered before the fifth
(5th) day after notice from the Company (or the Acquiring Entity) of
the consummation of such Organic Change, the Company (or the Acquiring Entity)
shall purchase this Warrant from the Holder by paying to the Holder, within five
(5) Business Days after such request (or, if later, on the effective date of
the Organic Change), cash in an amount equal to the Black Scholes Value of the
remaining unexercised portion of this Warrant on the date of such Organic
Change.  


          6.
NONCIRCUMVENTION.  The Company
hereby covenants and agrees that the Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, and will at all times in good faith carry out all
the provisions of this Warrant.  Without
limiting the generality of the foregoing, the Company (i) will not
increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the Exercise Price then in effect,
(ii) will take all such actions as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant, and
(iii) will, so long as any of the SPA Warrants are outstanding, take all action
necessary to reserve and keep available out of its authorized and unissued
Common Stock, solely for the purpose of effecting the exercise of the SPA
Warrants, 100% of the number of shares of Common Stock as shall from time to
time be necessary to effect the exercise of the SPA Warrants then outstanding
(without regard to any limitations on exercise).


-6-






          7.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER.  Except as otherwise specifically provided herein, no holder,
solely in such Person’s capacity as a holder, of this Warrant shall be entitled
to vote or receive dividends or be deemed the holder of shares of the Company
for any purpose, nor shall anything contained in this Warrant be construed to
confer upon the holder hereof, solely in such Person’s capacity as a holder of
this Warrant, any of the rights of a shareholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the holder of
this Warrant of the Warrant Shares which such Person is then entitled to
receive upon the due exercise of this Warrant.
In addition, nothing contained in this Warrant shall be construed as
imposing any liabilities on such holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company,
whether such liabilities are asserted by the Company or by creditors of the
Company.  


          8.
REISSUANCE OF WARRANTS.


                    (a)
Transfer of Warrant.  If this
Warrant is to be transferred, the holder shall surrender this Warrant to the
Company, whereupon the Company will forthwith issue and deliver upon the order
of the holder of this Warrant a new Warrant (in accordance with Section 8(d)),
registered as the holder of this Warrant may request, representing the right to
purchase the number of Warrant Shares being transferred by the Holder and, if
less then the total number of Warrant Shares then underlying this Warrant is
being transferred, a new Warrant (in accordance with Section 8(d)) to the
holder of this Warrant representing the right to purchase the number of Warrant
Shares not being transferred.


                    (b)
Lost, Stolen or Mutilated Warrant.
Upon receipt by the Company of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and, in
the case of loss, theft or destruction, of any indemnification undertaking by
the holder of this Warrant to the Company in customary form and reasonably
acceptable to the Company (based, in part, on the net worth of, or security
provided by, the Holder) and, in the case of mutilation, upon surrender and
cancellation of this Warrant, the Company shall execute and deliver to the
Holder a new Warrant (in accordance with Section 8(d)) representing the right
to purchase the Warrant Shares then underlying this Warrant.


                    (c)
Warrant Exchangeable for Multiple Warrants.  This Warrant is exchangeable, upon the surrender hereof by the
Holder at the principal office of the Company, for a new Warrant or Warrants
(in accordance with Section 8(d)) representing in the aggregate the right to
purchase the number of Warrant Shares then underlying this Warrant, and each
such new Warrant will represent the right to purchase such portion of such
Warrant Shares as is designated by the holder of this Warrant at the time of
such surrender; provided, however, that no Warrants for fractional shares of
Common Stock shall be given.


                    (d)
Issuance of New Warrants.
Whenever the Company is required to issue a new Warrant pursuant to the
terms of this Warrant, such new Warrant (i) shall be of like tenor with this
Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in
the case of a new Warrant


-7-






being issued
pursuant to Section 8(a) or Section 8(c), the Warrant Shares designated by the
holder of this Warrant which, when added to the number of shares of Common
Stock underlying the other new Warrants issued in connection with such
issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), (iii) shall have an issuance date, as indicated on the face of such
new Warrant which is the same as the Issuance Date, and (iv) shall have the
same rights and conditions as this Warrant.


          9.
NOTICES.  Whenever notice is
required to be given under this Warrant, unless otherwise provided herein, such
notice shall be given in accordance with Section 6.01 of the Securities
Purchase Agreement.  The Company shall
provide the holder of this Warrant with prompt written notice of all actions
taken pursuant to this Warrant, including in reasonable detail a description of
such action and the reason therefore.


          10.
AMENDMENT AND WAIVER.  Except as
otherwise provided herein, the provisions of this Warrant may be amended and
the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company has obtained the
written consent of the holders of SPA Warrants representing at least two-thirds
of the shares of Common Stock obtainable upon exercise of the SPA Warrants then
outstanding; provided that no such action may increase the exercise price of
any SPA Warrant or decrease the number of shares or class of stock obtainable
upon exercise of any SPA Warrant without the written consent of the holder of
this Warrant.  No such amendment shall
be effective to the extent that it applies to less than all of the holders of
the SPA Warrants then outstanding.


          11.
GOVERNING LAW.  This Warrant
shall be construed and enforced in accor­dance with, and all questions
concerning the construction, validity, interpretation and performance of this
Warrant shall be governed by, the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New
York.


          12.
CONSTRUCTION; HEADINGS.  This
Warrant shall be deemed to be jointly drafted by the Company and all the
Purchasers and shall not be construed against any person as the drafter
hereof.  The headings of this Warrant
are for convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant.


          13.
DISPUTE RESOLUTION.  In the case
of a dispute as to the determination of the Exercise Price or the arithmetic
calculation of the Warrant Shares, the Company shall submit the disputed
determinations or arithmetic calculations via facsimile within two Business
Days of receipt of the Exercise Notice giving rise to such dispute, as the case
may be, to the holder of this Warrant.
If the holder of this Warrant and the Company are unable to agree upon
such determination or calculation of the Exercise Price or the Warrant Shares
within three Business Days of such disputed determination or arithmetic
calculation being submitted to the Holder, then the Company shall, within two
Business Days submit via facsimile (a) the disputed determination of the
Exercise Price to an independent, reputable investment bank selected by the
Company and reasonably approved by the holder of this Warrant or (b) the
disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause the investment bank or
the accountant, as the case may be, to perform the 


-8-






determinations
or calculations and notify the Company and the Holder of the results no later
than ten Business Days from the time it receives the disputed determinations or
calculations.  Such investment bank’s or
accountant’s determination or calculation, as the case may be, shall be binding
upon all parties absent demonstrable error.


          14.
REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The
remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, the Securities Purchase Agreement
and the Registration Rights Agreement, at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein
shall limit the right of the holder of this Warrant right to pursue actual
damages for any failure by the Company to comply with the terms of this
Warrant. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the holder of this Warrant and that
the remedy at law for any such breach may be inadequate.  The Company therefore agrees that, in the
event of any such breach or threatened breach, the holder of this Warrant shall
be entitled, in addition to all other available remedies, to seek an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required.


          15.
TRANSFER. This Warrant may not be offered for sale, sold, transferred or
assigned in whole or in part without compliance with all applicable federal and
state securities laws by the transferor and transferee (including the delivery
of investment representation letters and legal opinions reasonably satisfactory
to the Company, if such are requested by the Company).  Subject to the provisions of this Warrant
with respect to compliance with the Securities Act of 1933, as amended,
applicable state securities laws and as may otherwise be required pursuant to
the Securities Purchase Agreement, title to this Warrant may be transferred by
endorsement (by the Holder executing the Exercise Notice attached as Exhibit A
hereto) and delivery in the same manner as a negotiable instrument transferable
by endorsement and delivery.


          16.
PRINCIPAL MARKET REGULATION. The Company shall not be obligated to issue
any shares of Common Stock upon exercise of this Warrant and the Holder shall
not have the right to receive upon exercise of this Warrant any shares of Common
Stock, if the issuance of such shares of Common Stock would exceed the
aggregate number of shares of Common Stock which the Company may issue upon
exercise of this Warrant without breaching the Company's obligations under the
rules or regulations of the Principal Market, except that such limitation shall
not apply in the event that the Company (A) obtains the approval of its
stockholders as required by the applicable rules of the Principal Market for
issuances of shares of Common Stock in excess of such amount or (B) obtains a
written opinion from outside counsel to the Company that such approval is not
required.  In the event that the Company
is prohibited from issuing any Warrant Shares for which an Exercise Notice has
been received as a result of the operation of this Section 16, the Company
shall pay cash in exchange for cancellation of such Warrant Shares, at a price
per Warrant Share equal to the difference between the Closing Sale Price and
the Exercise Price as of the date of the attempted exercise.


          17.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms
shall have the following meanings: 


-9-






                    (a)
“Black Scholes Value” means the value of this Warrant based on the Black
and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg
determined as of the day immediately following the public announcement of the
applicable Fundamental Transaction and reflecting (i) a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the remaining
term of this Warrant as of such date of request and (ii) an expected volatility
of 60%.


                    
(b) “Business Day” means any day other than Saturday, Sunday or other
day on which commercial banks in The City of New York are authorized or
required by law to remain closed.


                    (c)
“Common Stock” means (i) the Company’s common stock, par value
$0.001 per share, and (ii) any capital stock into which such Common Stock
shall have been changed or any capital stock resulting from a reclassification
of such Common Stock. 


                    (d)
“Closing Sale Price” means, for any security as of any date, the last
closing trade price for such security on the Principal Market, or, if the
Principal Market begins to operate on an extended hours basis and does not
designate the closing trade price then the last trade price of such security
prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the
Principal Market is not the principal securities exchange or trading market for
such security, the last trade price of such security on the principal
securities exchange or trading market where such security is listed or traded,
or if the foregoing do not apply, the last trade price of such security in the
over-the-counter market on the electronic bulletin board for such security as
reported by Bloomberg, or, if no last trade price is reported for such security
by Bloomberg, the average of the bid prices, or the ask prices, respectively,
of any market makers for such security as reported in the “pink sheets” by Pink
Sheets LLC (formerly the National Quotation Bureau, Inc.).  If the Closing Sale Price cannot be
calculated for a security on a particular date on any of the foregoing bases,
the Closing Sale Price of such security on such date shall be the fair market
value as mutually determined by the Company and the Holder.  If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be
resolved pursuant to Section 13.  All
such determinations to be appropriately adjusted for any stock  dividend, stock split, stock combination or
other similar transaction during the applicable calculation period.  


                    (e)
“Organic Change” means
that the Company shall, directly or indirectly, in one or more related transactions, (i)
consolidate or merge with or into (whether or not the Company is the surviving
corporation) another Person or Persons, or (ii) sell, assign, transfer, convey
or otherwise dispose of all or substantially all of the properties or assets of
the Company to another Person, or (iii) allow another Person to make a
purchase, tender or exchange offer that is accepted by the holders of more than
the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or
Persons making or party to, or associated or affiliated with the Persons making
or party to, such purchase, tender or exchange offer), or (iv) consummate a
stock purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of
arrangement) with another
Person whereby such other Person acquires more than the 50% of the
outstanding shares of Common Stock (not
including any shares of Common Stock held by the other Person or other Persons
making or party to, or associated or affiliated with the other


-10-






Persons making or party to, such stock
purchase agreement or other business combination), (v) reorganize, recapitalize or
reclassify its Common Stock or (vi) any “person” or “group” (as these
terms are used for purposes of Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) is or shall become the “beneficial owner” (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of 50% of the aggregate ordinary voting power
represented by issued and outstanding Common Stock.


                    (f)
“Person” means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization, any other entity and a government or any department or agency
thereof.


                    (g)
“Principal Market” means The NASDAQ Capital Market.


                    (h)
“Registration Rights Agreement” means that certain registration rights
agreement between the Company and the Purchasers.


                    (i)
“Trading Day” means any day on which the Common Stock are traded on the
Principal Market, or, if the Principal Market is not the principal trading
market for the Common Stock, then on the principal securities exchange or
securities market on which the Common Stock are then traded; provided that
“Trading Day” shall not include any day on which the Common Stock are scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the
Common Stock are suspended from trading during the final hour of trading on
such exchange or market (or if such exchange or market does not designate in
advance the closing time of trading on such exchange or market, then during the
hour ending at 4:00:00 p.m., New York time).


                    (j)
“VWAP” means, for any security as of any date, the dollar
volume-weighted average price for such security on the Principal Market during
the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00
p.m., New York City time, as reported by Bloomberg through its “Volume at
Price” function or, if the foregoing does not apply, the dollar volume-weighted
average price of such security in the over-the-counter market on the electronic
bulletin board for such security during the period beginning at 9:30:01 a.m.,
New York City time, and ending at 4:00:00 p.m., New York City time, as reported
by Bloomberg, or, if no dollar volume-weighted average price is reported for
such security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such
security as reported in the “pink sheets” by Pink Sheets LLC (formerly the
National Quotation Bureau, Inc.).  If
the Weighted Average Price cannot be calculated for such security on such date
on any of the foregoing bases, the Weighted Average Price of such security on
such date shall be the fair market value as mutually determined by the Company
and the Required Holders.  If the
Company and the Required Holders are unable to agree upon the fair market value
of the such security, then such dispute shall be resolved pursuant to Section
13 with the term “Weighted Average Price” being substituted for the term
“Exercise Price.” All such determinations shall be appropriately adjusted for
any share dividend, share split or other similar transaction during such
period.


-11-






          IN
WITNESS WHEREOF, the Company has caused this Warrant
to Purchase Common Stock to be duly executed as of the Issuance Date set out
above.


	
 

	
 

	
 


	
 

	
VIEWPOINT CORPORATION


	
 

	
 


	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:











EXHIBIT A


EXERCISE NOTICE


TO BE EXECUTED BY THE REGISTERED HOLDER TO
EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK


VIEWPOINT CORPORATION


          The
undersigned holder hereby exercises the right to purchase _____________________
of the shares of Common Stock (“Warrant Shares”) of Viewpoint
Corporation, a Delaware corporation (the “Company”), evidenced by the
attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


          1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price
shall be made as:


	
 

	
 

	
 

	
 


	
 

	
_____________________

	
 

	
a “Cash
 Exercise” with respect to _____________________ Warrant Shares


	
 

	
  

	
 

	
 


	
 

	
_____________________

	
 

	
a “Cashless
 Exercise” with respect to _______________________ Warrant Shares.





          2. [Insert this paragraph (2) in the event that the
Holder has not elected a Cashless Exercise in accordance with the terms of the
Warrant as to all of the Warrant Shares to be issued pursuant hereto]
Payment of Exercise Price. The holder is hereby delivering to the Company
payment in the amount of $_________ representing the Aggregate Exercise Price
for such Warrant Shares in accordance with the terms of the Warrant.


          3.
Delivery of Warrant Shares. The Company shall deliver to the holder
_________ Warrant Shares in accordance with the terms of the Warrant.


Date:
_______________ __, ______


	
	
 


	


	
 


	
   Name
 of Registered Holder

	
 








	
 

	
 

	
 

	
 


	
By:

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title: