Edgar Filing: VIEWPOINT CORP/NY/

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Filed by a Party other than the Registrant [ ]

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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

VIEWPOINT CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 12, 2002

TO THE STOCKHOLDERS OF VIEWPOINT CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Viewpoint
Corporation, a Delaware corporation (the "Company"), will be held on Wednesday,
June 12, 2002, at 9:30 a.m., local time, at the Sky Club Conference Center,
MetLife Building, 200 Park Avenue, 56th Floor , New York, NY, for the following
purposes:

1. To elect five directors to serve for the ensuing year and until
their successors are duly elected and qualified.

2. To ratify the selection of PricewaterhouseCoopers LLP as
independent accountants for the Company for the 2002 fiscal year.

3. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The foregoing items of business are more fully described in the proxy
statement accompanying this notice.

Only stockholders of record at the close of business on April 24, 2002 are
entitled to notice of and to vote at the Annual Meeting.

All stockholders are cordially invited to attend the meeting in person. To
ensure your representation at the meeting, however, you are urged to authorize
your proxy by following one of the following steps as promptly as possible:

1. Complete, date, sign and return the enclosed proxy card (a
postage-prepaid envelope is enclosed for that purpose); or

2. Vote via the Internet (see the instructions on the enclosed proxy
card); or

3. Vote via telephone (toll-free) in the United States and Canada
(see the instructions on the enclosed proxy card).

The Internet and telephone voting procedures are designed to authenticate
stockholders' identities, to allow stockholders to vote their shares, and to
confirm that their instructions have been properly recorded. The Company has
been advised by counsel that the procedures which have been put in place are
consistent with the requirements of applicable law. Specific instructions to be
followed by any registered stockholder interested in voting via the Internet or
telephone are set forth on the enclosed proxy card.

Any stockholder attending the meeting may vote in person even if he or she
has returned a proxy card or voted via the Internet or telephone.

FOR THE BOARD OF DIRECTORS

BRIAN J. O'DONOGHUE, Secretary

New York, New York
April 30, 2002

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, OR
VOTE VIA THE INTERNET OR TELEPHONE.

VIEWPOINT CORPORATION
498 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
(212) 201-0800
---------------------

PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
JUNE 12, 2002

INFORMATION CONCERNING SOLICITATION AND VOTING

The enclosed proxy is solicited on behalf of the Board of Directors of
Viewpoint Corporation (the "Company") for use at the Annual Meeting of
Stockholders to be held on Wednesday, June 12, 2002 at 9:30 a.m., local time, or
at any adjournment thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders. The Annual Meeting will be held at the
Sky Club Conference Center, MetLife Building, 200 Park Avenue, 56th Floor, New
York, NY.

These proxy solicitation materials and the Company's Annual Report to
Stockholders for the year ended December 31, 2001, including financial
statements, are being mailed on or about April 29, 2002 to all stockholders
entitled to vote at the Annual Meeting.

RECORD DATE AND VOTING SECURITIES

Stockholders of record at the close of business on April 24, 2002 are
entitled to notice of and to vote at the meeting. At the record date, 40,044,611
shares of common stock, $0.001 par value, of the Company were issued and
outstanding.

REVOCABILITY OF PROXIES

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use, whether the proxy was given by telephone,
via the Internet or by proxy card. The proxy may be revoked by delivering to the
Secretary of the Company a written notice of revocation or a duly executed proxy
bearing a later date, or by making an authorized Internet or telephone
communication on a later date in accordance with the instructions on the
enclosed proxy card. It may also be revoked by attendance at the meeting and
voting in person.

VOTING AND SOLICITATION

Proxies properly given and not revoked will be voted in accordance with the
specifications made. Where no specifications are given, such proxies will be
voted as the management of the Company may propose. If any matter not described
in this proxy statement is properly presented for action at the meeting, the
persons named in the enclosed form of proxy will have discretionary authority to
vote according to their best judgment.

Each stockholder is entitled to one vote for each share of common stock on
all matters presented at the meeting. Stockholders do not have the right to
cumulative voting in the election of directors.

The cost of soliciting proxies will be borne by the Company. The Company
may also reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may also be solicited by certain of the Company's
directors, officers, and employees, without additional compensation, personally
or by telephone or telegram.

QUORUM; REQUIRED VOTES; ABSTENTIONS; BROKER NON-VOTES

The required quorum for the transactions of business being voted on at this
year's Annual Meeting is a majority of the votes eligible to be cast by holders
of shares of common stock issued and outstanding on the record date. Shares that
are voted "FOR," "AGAINST," "WITHHELD" or "ABSTAIN" are treated as

being present at the meeting for purposes of establishing a quorum and are also
treated as shares entitled to vote at the Annual Meeting with respect to such
matter.

With respect to the election of directors, Delaware law requires the
affirmative vote of the holders of a plurality of the common stock present and
entitled to vote on the election of directors at the Annual Meeting. Therefore,
for purposes of the election of directors, abstentions will have no effect on
the outcome of the vote, although they will be counted toward the presence of a
quorum.

The affirmative vote of a majority of the votes cast is required to adopt
all other proposals being voted on at this year's Annual Meeting. Although there
is no definitive statutory or case law authority in Delaware as to the proper
treatment of abstentions, the Company believes that abstentions should be
counted for purposes of determining the total number of votes cast with respect
to a proposal (other than the election of directors). In the absence of
controlling precedent to the contrary, the Company intends to treat abstentions
in this manner. Accordingly, abstentions will have the same effect as a vote
against the proposal.

The Delaware Supreme Court has held that, while broker non-votes should be
counted for purposes of determining the presence or absence of a quorum for the
transaction of business, broker non-votes should not be counted for purposes of
determining the number of votes cast with respect to the particular proposal on
which the broker has expressly not voted. The Company intends to treat broker
non-votes in a manner consistent with this holding. Thus, a broker non-vote will
not affect the outcome of the voting on any of the proposals at the Annual
Meeting.

PROPOSAL ONE:

ELECTION OF DIRECTORS

NOMINEES

Unless otherwise specified, all proxies received will be voted in favor of
the election of the persons named below as directors of the Company. If any
nominee of the Company is unable or declines to serve as a director at the time
of the Annual Meeting, the proxies will be voted for the nominee designated by
the present Board of Directors to fill the vacancy. It is not expected that any
nominee will be unable or will decline to serve as a director. The term of
office of each person elected as a director will continue until the next Annual
Meeting or until a successor has been elected and qualified.

There is no family relationship among any directors or executive officers
of the Company.

THOMAS BENNETT

Mr. Bennett, 46, has been a Director of the Company since November 2000. He
has been with Computer Associates International, Inc. since 1988 and has been
serving as its Senior Vice President of Business Development since April 1997.
On February 8, 2000, he became a director of Metastream Corporation (a
subsidiary of the Company from Metastream's formation in June 1999 until its
merger with the Company in November 2000). Mr. Bennett currently serves as a
member of the board of directors of Divine, Inc., I-Storm, Inc. and several
private companies.

BRUCE R. CHIZEN

Mr. Chizen, 46, has been a Director of the Company since November 2000. He
has been the Chief Executive Officer of Adobe Systems Incorporated since
December 2000 and has been the President of Adobe since April 2000. Mr. Chizen
joined Adobe in August 1994 as Vice President and General Manager, Consumer
Products Division. In December 1997, he was promoted to Senior Vice President
and General Manager, Graphic Products Division and in August 1998, Mr. Chizen
was promoted to Executive Vice President, Products and Marketing.

SAMUEL H. JONES, JR.

Mr. Jones, 68, has been a Director of the Company since April 1992. He has
been President of S-J Venture Capital Company since 1991. Mr. Jones founded S-J
Transportation Company, in 1971 an industrial waste transportation company, and
served as its President until 2002. Mr. Jones is a director of Fulton Financial
Corp.

LENNERT J. LEADER

Mr. Leader, 47, has been a Director of the Company since November 2000. Mr.
Leader became President of AOL Time Warner Ventures upon the merger of America
Online, Inc. and Time Warner Inc. in January 2001. Prior to the merger, Mr.
Leader served as President of AOL Investments, a division of America Online,
Inc., beginning in February 1998. Mr. Leader served as Senior Vice President,
Chief Financial Officer, and Treasurer of AOL from September 1989 until July
1998. Prior to joining AOL, Mr. Leader was a Vice President of Finance of LEGENT
Corporation, a computer software and services company, from March 1989 to
September 1989, and Chief Financial Officer of Morino, Inc., a computer software
and services company, from 1986 to March 1989 and Director of Finance from 1984
to 1986. Prior to joining Morino, Inc. in 1984, he was an audit manager of Price
Waterhouse. Mr. Leader serves as a director of iVillage Inc. and Multex.com,
Inc. Mr. Leader graduated with a B.S. in Accounting in 1977 from the University
of Baltimore.

ROBERT E. RICE

Mr. Rice, 47, has been a Director of the Company since April 2000. Mr. Rice
co-founded Real Time Geometry Corp. and served as its chairman until its sale to
the Company in 1996. At the Company, he served as vice president of strategic
affairs until September 1999. He was the President and director of Metastream
Corporation from its formation in June 1999 until its merger with and into the
Company in November 2000. Mr. Rice has been President and Chief Executive
Officer of the Company since April 2000. Before founding Real Time Geometry, Mr.
Rice was a partner at the law firm of Milbank, Tweed, Hadley and McCloy LLP,
where he advised on various corporate, tax, and intellectual property issues.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" THE NOMINEES SET FORTH ABOVE.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

The Board of Directors of the Company held 7 meetings during fiscal year
2001. All current directors attended at least 71% of the meetings of the Board
of Directors held during fiscal year 2001 with the exception of Mr. Chizen, who
attended 43% of the meetings of the Board of Directors held during fiscal year
2001.

The Board of Directors has an audit committee (the "Audit Committee") which
consists of Thomas Bennett, serving as Chairman, Samuel H. Jones, Jr. and
Lennert J. Leader. The Audit Committee's primary function is to review the
financial statements and the internal financial reporting system and controls of
the Company with the Company's management and independent auditors, recommend
resolutions for any disputes between the Company's management and its auditors,
review with the outside auditor the scope of the audit, the auditor's fees and
related matters, and review other matters relating to the relationship of the
Company with the auditors, including their engagement and discharge. The Audit
Committee held seven meetings during fiscal year 2001 with full attendance at
each meeting by each member.

The Board of Directors has a compensation committee (the "Compensation
Committee") which consists of Samuel H. Jones, Jr., serving as Chairman, Thomas
Bennett, and Bruce R. Chizen. The Compensation Committee's primary function is
to develop and monitor compensation arrangements for the officers and directors
of the Company, and monitor stock option activity for the Company. The
Compensation Committee held three meetings during fiscal 2001. Each member of
the Compensation Committee attended each meeting held during fiscal 2001.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is composed solely of independent directors who are
qualified for service under the NASD listing standards. It acts under a written
charter first adopted and approved by the Board of Directors in 2000.

The role of the Audit Committee is to assist the Board of Directors in its
oversight of the Company's financial reporting process. Management has the
primary responsibility for the financial statements and the reporting process,
including the systems of internal controls. The independent auditors are
responsible for performing an independent audit of the Company's financial
statements in accordance with auditing standards generally accepted in the
United States and issuing a report thereon.

In the performance of its oversight function, the Audit Committee reviewed
and discussed with management and the independent auditors the Company's audited
financial statements. The Audit Committee also discussed with the independent
auditors the matters required by Statement on Auditing Standards No. 61 relating
to communication with audit committees. In addition, the Audit Committee
received from the independent auditors the written disclosures and letter
required by Independence Standards Board Standard No. 1 relating to independence
discussions with audit committees, the Audit Committee discussed with the
independent auditors that firm's independence, and considered whether the
independent auditor's provision of non-audit services to the Company is
compatible with maintaining the auditor's independence.

The Audit Committee discussed with the Company's independent auditors the
overall scope and plans for their audits. The Audit Committee meets with the
independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of the Company's internal
controls and the overall quality of the Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the Company's audited
financial statements be included in the Company's 2001 Annual Report on Form
10-K for the fiscal year ended December 31, 2001 for filing with the Securities
and Exchange Commission.

AUDIT COMMITTEE
Tommy Bennett, Chairperson
Lennert J. Leader
Samuel H. Jones, Jr.

PRINCIPAL ACCOUNTING FIRM FEES

AUDIT FEES

The aggregate fees billed by the Company's principal accounting firm
PricewaterhouseCoopers LLP for professional services rendered for the audit of
the annual financial statements for the fiscal year ended December 31, 2001 and
review of the financial statements included in the Forms 10-Q for that year were
approximately $350,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

PricewaterhouseCoopers LLP did not perform financial information systems
design and implementation services in 2001. Accordingly, no amounts were billed
by PricewaterhouseCoopers LLP for such services.

ALL OTHER FEES

The aggregate fees billed by PricewaterhouseCoopers LLP for services
rendered to the Company, other than services described above under "Audit Fees",
for the fiscal year ended December 31, 2001 were approximately $167,000. The
vast majority of these fees relate to tax services and services in connection
with

SEC filings. The Audit Committee determined that the provision of the non-audit
services described above is compatible with maintaining the independence of
PricewaterhouseCoopers LLP.

COMPENSATION OF DIRECTORS

The Company reimburses each of its non-employee directors as follows: each
non-employee director is paid (i) $2,500 at the end of each fiscal quarter in
which he or she is a director, (ii) $1,000 for each regular Board meeting he or
she attends, and (iii) $500 for each Board committee meeting he or she attends;
provided, however, that if more than one committee meeting is held on the same
day or a Board meeting and one or more committee meetings are held on the same
day, no more than the initial $500 or $1,000, as the case may be, is paid to any
director for all such meetings attended by such director on such date.

Non-employee directors participate in the Company's 1995 Director Option
Plan (the "Director Plan"). Under the Director Plan, each non-employee director
who joins the Board is automatically granted a non statutory option to purchase
20,000 shares of Common Stock on the date upon which such person first becomes a
director. In addition, each non-employee director automatically receives a non
statutory option to purchase 5,000 shares of Common Stock on January 1 of each
year, provided the director has been a member of the Board for at least six
months. The exercise price of each option granted under the Director Plan is
equal to the fair market value of the Common Stock on the date of grant. The
20,000 share grant vests at a rate of one-eighth of the option shares upon the
end of the first six-month period after the date of grant and one-forty-eighth
of the remaining option shares per month thereafter, provided the optionee
remains a director of the Company. The 5,000 share grant vests at the rate of
one-half of the option shares upon the end of the first six-month period after
the date of grant and one-twelfth of the remaining option shares per month
thereafter, provided the optionee remains a director of the Company. Options
granted under the Director Plan have a term of ten (10) years unless terminated
sooner, whether upon termination of the optionee's status as a director or
otherwise pursuant to the Director Plan.

On November 28, 2000, Messrs. Bennett, Chizen and Leader were each granted
an option to purchase 20,000 shares of Common Stock under the Director Plan at
an exercise price of $5.75 per share. On January 1, 2001, Mr. Jones was granted
an option to purchase 5,000 shares of Common Stock under the Director Plan at an
exercise price of $4.68 per share.

EXECUTIVE COMPENSATION

The following table presents certain information with respect to annual
compensation and long-term compensation awarded during fiscal 1999, 2000 and
2001 to the Company's Chief Executive Officer and its four other most highly
compensated executive officers as of December 31, 2001 and other executive
officers during 2001 (collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION SECURITIES
---------------------------------- UNDERLYING
OTHER ANNUAL COMPANY
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
--------------------------- ---- -------- ------ ------------ ----------

Robert Rice............................ 2001 $330,000 -- $ 18,004(1) 1,200,000
Chairman, President and 2000 275,000 65,000 $2,352,132(2) 287,500
Chief Executive Officer 1999 185,000 65,000(3) 887,500
Jeff Kaplan............................ 2001 219,771 50,000 460,000
Executive Vice President, Business
Affairs
Paul Kadin............................. 2001 200,000 35,000
Executive Vice President, 2000 155,589 30,000 460,000
Business Development
Anders Vinberg......................... 2001 200,000 -- -- --
Executive Vice President, 2000 66,667 1,185,000
Technology, Engineering and
Information Systems
David Feldman.......................... 2001 200,000 -- -- --
Executive Vice President and 2000 128,400 -- -- 287,500
Chief Strategist 1999 128,400 -- -- 182,500
Christopher Gentile.................... 2001 200,000 -- -- --
Executive Vice President, 2000 145,833 100,000 -- 115,000
Creative Services 1999 63,832 -- -- 222,500
Sreekant Kotay......................... 2001 200,000 -- -- --
Senior Vice President, 2000 170,000 -- -- --
Marketing & Strategy 1999 170,000 -- -- 887,500

---------------

(1) Represents auto allowance.

(2) Represents loan forgiveness of $2,321,632, triggered by contractually
specified events which occurred during 2000, and auto allowance of $30,500.

(3) Represents amount paid in 2000 for services performed in 1999.

STOCK OPTION GRANTS

The following tables present information regarding stock options granted to
the Named Executive Officers during fiscal year 2001. In accordance with the
rules of the SEC, also shown below is the potential realizable value over the
term of the option (the period from the grant date to the expiration date) based
on assumed rates of stock appreciation from the option exercise price of 5% and
10%, compounded annually. These amounts do not represent the Company's estimate
of future stock price. Actual gains, if any, on stock option exercises will
depend on the future performance of company common stock.

COMPANY OPTION GRANTS IN 2001

INDIVIDUAL GRANTS
------------------------------------------------------- POTENTIAL REALIZABLE VALUES AT
NUMBER OF PERCENT OF ASSUMED ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO TERM
OPTIONS EMPLOYEES IN EXERCISE OR EXPIRATION -------------------------------
NAME GRANTED FISCAL YEAR BASE PRICE DATE 5% 10%
---- ---------- ------------- ----------- ---------- -------------- --------------

Robert E. Rice........ 200,000(1) 5.74% $3.88 11/30/11 $ 488,022 $1,236,744
1,000,000(2) 28.69% 3.88 11/30/11 2,440,111 6,183,721
Jeff Kaplan........... 460,000(1) 14.35% 6.13 2/15/11 1,927,562 4,884,821
Paul Kadin............ -- -- -- -- -- --
Anders Vinberg........ -- -- -- -- -- --
David Feldman......... -- -- -- -- -- --
Christopher Gentile... -- -- -- -- -- --
Sreekant Kotay........ -- -- -- -- -- --

---------------

(1) Twenty-five percent (25%) of the shares subject to the option vest on the
first anniversary of the date of grant and one thirty-sixth vests each month
thereafter.

(2) Vests periodically over a four-year period subject to achievement of
performance or strategic goals.

The following table presents information with respect to options to
purchase Company common stock exercised during fiscal year 2001 by the Named
Executive Officers, and the value of unexercised options at December 31, 2001.

COMPANY OPTION EXERCISES IN 2001 AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT DECEMBER 31, 2001 DECEMBER 31, 2001(1)
ACQUIRED ON VALUE ----------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- --------- ------------ -------------- ----------- -------------

Robert E. Rice......... -- -- 1,128,727 1,630,938 $4,818,784 $5,681,625
Jeff Kaplan............ -- -- -- 460,000 -- 340,000
Paul Kadin............. -- -- 260,667 199,333 1,094,801 837,199
Anders Vinberg......... -- -- 702,375 482,625 1,612,530 933,570
David Feldman.......... 217,542 1,022,447 73,791 195,042 372,227 1,107,926
Christopher Gentile.... -- -- 199,375 138,125 793,468 417,583
Sreekant Kotay......... 34,000 168,994 738,104 307,396 3,628,333 1,671,218

---------------

(1) The value of unexercised, in-the-money options is the difference between the
exercise price of the options and the fair market value of Company common
stock at December 31, 2001 ($6.81).

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has employment agreements with Messrs. Rice, Kaplan, Vinberg,
Kadin, and Gentile.

The Company entered into an employment agreement with Mr. Rice in December
2001 for a two-year term ending December 31, 2003 which provides for an annual
base salary of $330,000. In addition, the Company granted Mr. Rice two options
to purchase shares of the Company's common stock at a price of $3.88 per share,
the fair market value of the Company's common stock on the date of grant. One of
the stock option grants provides Mr. Rice with the option to acquire 200,000
shares, with 25% of the total grant vesting on the first anniversary of date of
grant and the remainder vesting at the rate of 1/36th per month thereafter. The
second option grant provides Mr. Rice with the option to acquire 1,000,000
shares (the "Performance-Based Option"). 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 the Company achieves financial goals established by the
Board of Directors. If the Company does not achieve such financial goals, the
allotted shares will not vest in Mr. Rice and Mr. Rice will have no right to
exercise the option with respect to the allotted shares except in accordance
with the following. If there is a change in control of the Company (as defined
in the employment agreement), a percentage of the unvested portion of the
Performance-Based Option will vest in Mr. Rice equal to the multiple of the
exercise price received by the Company as consideration in the change in
control. For example, if the per share consideration received by the Company in
the change in control is twice the exercise price of the Performance-Based
Option, fifty percent of the unvested portion of the Performance-Based Option
will vest in Mr. Rice.

Mr. Rice's employment agreement provides that if his employment is
terminated by the Company without cause (as defined in the agreement), or by Mr.
Rice for good reason (as defined), he will be entitled to immediate vesting of
all of his unvested Company stock options (other than the Performance-Based
Option) and severance pay equal to twice his annual base salary.

The Company's employment agreement with Mr. Kaplan provides for his
employment at a base salary of $200,000 per year. Mr. Kaplan also received a
signing bonus of $50,000 upon the commencement of his employment, and a stock
option to purchase 460,000 shares of the Company's common stock at an exercise
price of $6.12 per share, which was the closing price of the Company's common
stock on the day before Mr. Kaplan commenced employment. The option vests over a
four-year period, with 25% of the shares vesting on February 15, 2002 and the
balance vesting at the rate of 1/36th per month.

Under the employment agreement, the Company loaned $375,000 to Mr. Kaplan.
The loan bears interest at 4.94% per year, the applicable Federal rate
established by Section 1274(d) of the Internal Revenue Code on the day the loan
was made. The loan is secured solely by Mr. Kaplan's stock options in the
Company and is non-recourse to Mr. Kaplan, unless the Company fires Mr. Kaplan
for cause (as defined) or Mr. Kaplan quits without good reason (as defined), in
which case the loan will become fully recourse to him.

Mr. Kaplan's employment agreement provides that if there is a change of
control (as defined in the agreement) of the Company, he will be entitled to
immediate vesting of the Company stock option described above. In addition, if
Mr. Kaplan's employment is terminated by the Company without cause (as defined)
or if he terminates his employment with good reason (as defined), he will be
entitled to severance pay equal to his annual base salary.

The Company's employment agreement with Mr. Vinberg provides for his
employment at a base salary of $200,000 per year. Under the employment
agreement, Mr. Vinberg also received a stock option to purchase 1,035,000 shares
of the Company's common stock at an exercise price of $4.35 per share. Twenty
percent (20%) of the shares subject to the option vested on his hire date, 20%
vested on the first anniversary of his hire date, and the balance vesting at the
rate of 1/36th per month. In recognition of Mr. Vinberg's service as a director
of Metastream, the employment agreement provides that, for purposes of vesting
of this option, the option will vest as though Mr. Vinberg's hire date was
October 1999 if Mr. Vinberg remains employed by the Company at least until
February 28, 2001. Mr. Vinberg has satisfied this condition. Mr. Vinberg also
received an additional stock option to purchase 172,500 shares of the Company's
common stock at an exercise price of $8.56 per share. This additional option
vests over a four-year period, with 25% vesting on September 6, 2002

and the balance vesting at the rate of 1/36th per month. In the event of a
change of control of the Company (as defined), both of these stock options will
vest immediately.

Under the employment agreement, the Company loaned $200,000 to Mr. Vinberg.
The loan bears interest of 5.07% per annum, the applicable Federal rate
established by Section 1274(d) of the Internal Revenue Code on the day the loan
was made. The loan is secured solely by Mr. Vinberg's stock options in the
Company and will be non-recourse to Mr. Vinberg unless Mr. Vinberg's employment
is terminated by the Company for cause (as defined), in which case the loan will
be fully recourse to Mr. Vinberg.

Mr. Vinberg's employment agreement provides that for the first three years
of his employment, if his employment is terminated by the Company after a change
of control (as defined) without cause (as defined), or if he quits for good
reason (as defined), he will be entitled to base salary continuation, including
medical benefits, for six months following his termination.

Mr. Kadin's employment agreement with the Company calls for his employment
at a starting base salary of $185,000 per year, with an anticipated annual bonus
of $35,000 for his first year of employment and future bonuses as determined by
the Board of Directors. Mr. Kadin also received a signing bonus of $30,000 and a
stock option to purchase 460,000 shares of the Company's common stock at an
exercise price of $2.61 per share. This option vests over a four-year period,
with 20% vesting on the date of hire, 20% vesting on the first anniversary of
his hire date and the balance vesting at the rate of 1/36th per month. Mr.
Kadin's employment agreement provides that if the Company terminates his
employment without cause (as defined), he will be entitled to a severance
payment equal to six months of his then-current base salary.

Mr. Gentile's employment agreement with the Company provides for a starting
base salary of $125,000 per year, which has since been raised to $200,000 per
year. In addition, pursuant to the employment agreement, Mr. Gentile received a
stock option to purchase 50,000 shares of the Company's common stock at an
exercise price of $5.75 per share. This stock option vests over a four-year
period, with 25% of the total grant vesting on the first anniversary of the date
of grant and the remainder vesting at the rate of 1/36th per month. In lieu of
bonuses to which Mr. Gentile was entitled under the terms of the employment
agreement, the Company issued to Mr. Gentile in September 2000 an additional
stock option to purchase 115,000 additional shares of the Company's common stock
at an exercise price of $5.65 per share. This additional option also vests over
a four-year period, with 20% of the total grant vesting on the date of grant,
20% vesting on the first anniversary of the date of grant and the remainder
vesting at the rate of 1/36th per month. Mr. Gentile also received a stock
option to purchase 172,500 shares of the Company's common stock at an exercise
price of $0.87 per share in December 1999.

The Company entered into an employment agreement with Mr. James A. Abate in
2000 under which Mr. Abate served as Chief Financial Officer. Mr. Abate resigned
in January 2001. The employment agreement called for his employment at a base
salary of $200,000 per year, along with a targeted annual bonus of $50,000 for
his first year of employment and future bonuses as determined by the Board of
Directors. Mr. Abate also received 200,000 restricted shares of the Company's
common stock, a stock option to purchase 690,000 shares of the Company's common
stock at an exercise price of $4.35 per share, and an additional stock option to
purchase 100,000 shares of the Company's common stock at an exercise price of
$8.12 per share. Mr. Abate forfeited his restricted stock and his stock options
upon his resignation.

In addition, under his employment agreement, Mr. Abate received an
interest-free loan of $1,500,000 from the Company. This loan was secured by Mr.
Abate's restricted stock and stock options and was repayable at the Company's
demand upon the termination of Mr. Abate's employment. The Company has demanded
repayment of this loan by Mr. Abate. Mr. Abate, however, has refused to repay
the loan, asserting that the loan was non-recourse to him and was secured solely
by his restricted stock and stock options. The Company believes that Mr. Abate's
assertion is entirely without merit, and that the loan is fully recourse to Mr.
Abate. The Company has commenced litigation against Mr. Abate in New York State
Supreme Court and intends to enforce repayment by Mr. Abate using all available
legal means.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee is a former or current
officer or employee of the Company. No interlocking relationship exists between
any member of the Compensation Committee and any member of any other company's
board of directors or compensation committee.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The Compensation Committee is responsible for reviewing and approving
compensation for executive officers of the Company, administering the Company's
stock option plans, and approving employment agreements between the Company and
executive officers.

COMPENSATION PHILOSOPHY

The Company operates in the competitive and rapidly changing environment of
high technology businesses. The Company's compensation philosophy is based on
the belief that achievement in this environment is enhanced by the coordinated
efforts of all individuals working toward common objectives. The goals of the
Company's compensation program are to align compensation with the Company's
business objectives and performance, to foster teamwork and to enable the
Company to attract, retain and reward employees who contribute to the Company's
long-term success.

COMPENSATION COMPONENTS

The Company's executive officers are compensated with a salary and stock
option awards. Certain executive officers are also eligible for bonuses. The
Committee assesses the past performance and anticipated future contribution, and
considers the total compensation (earned or potentially available) of each
executive officer in establishing each element of compensation.

Salary. The salaries of the executive officers, including the Chief
Executive Officer, are determined by the Committee with reference to salaries
paid to executives with similar responsibilities at comparable companies,
generally in the high technology industry. The peer group for each executive
officer is composed of executives whose responsibilities are similar in scope
and content. The Company seeks to set executive compensation levels that are
competitive with the average levels of peer group compensation.

Stock Options. Stock option awards are designed to align the interests of
executives with the long-term interests of the stockholders. The Committee
approves option grants subject to vesting periods (usually 48 months) to retain
executives and encourage sustained contributions. The exercise price of options
is typically not less than the closing market price on the date of grant. These
options will acquire value only to the extent that the price of Company common
stock increases relative to the market price at the date of grant. In some
cases, options only vest if the Company or the individual achieves performance
goals established by the Board of Directors.

Bonus. The Company has established an incentive compensation plan pursuant
to which certain executive officers and a limited number of key employees may
receive annual cash bonuses. Targets for sales growth and operating income
influence whether and to what extent incentive compensation payments will be
made. Individual payments are based on the Company's achievement of these
targets.

CHIEF EXECUTIVE OFFICER'S COMPENSATION

will vest at the end of each fiscal quarter in which the Company achieves
financial goals established by the Board of Directors. If the Company does not
achieve such goals, the allotted shares will not vest in Mr. Rice and Mr. Rice
will have no right to exercise the option with respect to the allotted shares
except in accordance with the following. If there is a change in control of the
Company (as defined in the employment agreement), a percentage of the unvested
portion of the Performance-Based Option will vest in Mr. Rice equal to the
multiple of the exercise price received by the Company as consideration in the
change in control. For example, if the per share consideration received by the
Company in the change in control is twice the exercise price of the
Performance-Based Option, fifty percent of the unvested portion of the
Performance-Based Option will vest in Mr. Rice.

In determining Mr. Rice's compensation, the Committee made reference to
several surveys of compensation of chief executive officers of
similarly-situated companies and considered Mr. Rice's role in positioning and
leading the Company.

COMPENSATION COMMITTEE
Samuel H. Jones, Jr., Chairperson
Thomas Bennett
Bruce R. Chizen

STOCKHOLDER RETURN COMPARISON

The following graph shows a five-year comparison of the cumulative total
return on Company Common Stock from December 12, 1995 and ending December 31,
2001, the CRSP Total Return Index for the NASDAQ Stock Market (U.S. companies)
and the CRSP Total Return Index for the NASDAQ Computer and Data Processing
Services Stocks (SIC 737). The graph assumes that $100 was invested on the date
of the Company's initial public offering, December 12, 1995, and that all
dividends are reinvested. Historic stock price performance should not be
considered indicative of future stock price performance.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG VIEWPOINT CORPORATION, THE NASDAQ STOCK MARKET --
US INDEX, AND THE NASDAQ COMPUTER AND DATA PROCESSING INDEX

------------------------------------------------------------------------------------------------------------
12/12/95 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
------------------------------------------------------------------------------------------------------------

Viewpoint 100 96 44 41 20 32 19 24
NASDAQ Stock
Market -- US 100 99 122 150 211 391 235 186
NASDAQ Computer and
Data Processing 100 98 122 150 268 581 341 258

STOCK PERFORMANCE GRAPH

[PERFORMANCE GRAPH]

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information as of April 19, 2002
regarding the only persons known by the Company to own, directly or indirectly,
more than five percent of the Company's Common Stock. Except as otherwise
indicated, each person has sole voting and investment power with respect to all
shares shown as beneficially owned, subject to community property laws where
applicable.

PERCENTAGE
NUMBER OF OF
NAME OF BENEFICIAL OWNER SHARES CLASS(1)
------------------------ ---------- -------------

RS Management Co. LLC (2).................................. 4,185,900 10.5
388 Market Street
Suite 200
San Francisco, CA 94111
Jim Crabbe................................................. 3,782,000 9.5
121 SW. Morrison
Suite 1400
Portland, OR 97204
Ellen H. Adams (3)......................................... 3,413,452 8.6
101 Park Ave, 6th Flr.
New York, NY 10178
Paul P. Tanico (4)......................................... 3,323,352 8.3
101 Park Ave, 6th Flr.
New York, NY 10178
Computer Associates........................................ 2,835,000 7.1
One Computer Associates Plaza
Islandia, NY 11749

(1) Beneficial ownership is determined in accordance with the rules of the SEC.
In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock subject to
options held by that person that are currently exercisable or exercisable
within sixty (60) days of April 19, 2002 are deemed outstanding. Such
shares, however, are not deemed outstanding for the purposes of computing
the percentage ownership of any other person. Except as indicated in the
footnotes to this table and pursuant to applicable community property laws,
each stockholder named in the table has sole voting and investment power
with respect to the shares set forth opposite such stockholder's name.
Percentage ownership is based on 39,875,511 shares of Common Stock
outstanding on April 19, 2002.

(2) According to information contained in a 13G filing dated as of February 19,
2002 and other information furnished to the Company by the stockholder,
these shares are beneficially owned by (i) R.S. Investment Management, L.P.,
a registered investment advisor, and (ii) RS Investment Management Co. LLC,
a holding company. R.S. Investment Management, L.P. and RS Investment
Management Co. LLC have shared power to vote or to direct the vote of
4,185,900 of the Company's Common Stock.

(3) According to information contained in a 13G filing dated as of February 19,
2002 and other information furnished to the Company by the stockholder,
these shares of the Company's Common Stock are (i) also beneficially owned
by CastleRock Management, LLC, a Delaware limited liability company
("Management LLC"), of which Ms. Adams is a managing member, (ii)
beneficially owned by CastleRock Asset Management, Inc., a New York
corporation ("Management Inc."), of which Ms. Adams is a director, officer
and stockholder, (iii) beneficially owned by CastleRock Money Purchase
Pension Plan ("Retirement Fund"), over which Ms. Adams shares investment
discretion, (iv) owned directly by a trust of which Ms. Adams is a trustee,
(v) held in a certain account owned directly by Ms. Adams and Jonathan

Sheer, and (vi) held in certain accounts over which Ms. Adams shares
investment discretion. Management LLC beneficially owns all of the 1,097,829
shares of the Company's Common Stock owned directly by CastleRock Partners,
L.P., a Delaware limited partnership, of which Management LLC is the general
partner, and all of the 92,171 shares of the Company's Common Stock directly
owned by CastleRock Partners II, L.P., a Delaware limited partnership, of
which Management LLC is the general partner. Management Inc. beneficially
owns all of the 1,462,952 shares of the Company's Common Stock directly
owned by CastleRock Fund, Ltd., an international business company organized
in the British Virgin Islands, for which Management Inc. serves as an
investment advisor, and all of the 497,000 shares of the Company's Common
Stock owned directly by a separate management account for which Management
Inc. serves as an investment advisor. Ms. Adams has shared voting and
dispositive power with respect to 3,413,452 shares of the Company's Common
Stock.

(4) According to information contained in a 13G filing dated as of February 19,
2002 and other information furnished to the Company by the stockholder,
these shares of the Company's Common Stock are (i) beneficially owned by
Management LLC, of which Mr. Tanico is a managing member, (ii) beneficially
owned by Management Inc., of which Mr. Tanico is a director, officer and
stockholder, (iii) directly owned by Mr. Tanico, (iv) beneficially owned by
the Retirement Fund over which Mr. Tanico shares investment discretion, and
(v) held in certain accounts individually managed by Mr. Tanico. Mr. Tanico
has shared voting and dispositive power with respect to 3,323,352 shares of
the Company's Common Stock.

Security Ownership of Management

The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock, as of April 19, 2002, by the Company's
directors, nominees for election as directors, Named Executive Officers, and all
directors and executive officers as a group. Except as otherwise indicated, each
person has sole voting and investment power with respect to all shares shown as
beneficially owned, subject to community property laws where applicable.

COMMON
STOCK
AND PERCENTAGE
NUMBER OF VESTED VESTED OF
NAME SHARES OPTIONS(1) OPTIONS CLASS(2)
---- --------- ---------- ------- ----------

Samuel H. Jones, Jr.................................. 940,055 162,938 1,102,993 2.8
Thomas Bennett(3).................................... -- 6,146 6,146 *
Bruce R. Chizen(4)................................... -- 6,146 6,146 *
Lennert J. Leader(5)................................. -- 6,146 6,146 *
Robert Rice.......................................... -- 1,210,082 1,210,082 3.0
Jeff Kaplan.......................................... -- 145,833 145,833 *
Paul Kadin........................................... -- 283,667 283,667 *
Anders Vinberg....................................... -- 783,875 783,875 2.0
David Feldman........................................ -- 100,916 100,916 *
Christopher Gentile.................................. -- 201,667 201,667 *
Sreekant Kotay....................................... -- 780,604 780,604 2.0
All directors and executive officers as a group
(11 persons)....................................... 940,055 3,688,020 4,628,075 11.6

---------------

* Percentage of shares beneficially owned is less than one percent of total.

(1) Represents shares issuable upon exercise of options to purchase Company
Common Stock that are exercisable within 60 days of April 19, 2002.

(2) Beneficial ownership is determined in accordance with the rules of the SEC.
In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock subject to
options held by that person that are currently exercisable or exercisable
within sixty (60) days of April 19, 2002 are deemed outstanding. Such
shares, however, are not deemed outstanding for the purposes of computing
the percentage ownership of any other person. Except as indicated in the
footnotes to this table and pursuant to applicable community property laws,
each stockholder named in the table has sole voting and investment power
with respect to the shares set forth opposite such stockholder's name.
Percentage ownership is based on 39,875,511 shares of Common Stock
outstanding on April 19, 2002.

(3) Mr. Bennett is Senior Vice President, Computer Associates International,
Inc., which owns 2,835,000 shares of Company Common Stock. Mr. Bennett
disclaims beneficial ownership of the shares owned by Computer Associates.

(4) Mr. Chizen is the President and Chief Executive Officer of Adobe Systems
Incorporated which owns 1,597,200 shares of Company Common Stock. Mr. Chizen
disclaims beneficial ownership of the shares owned by Adobe Systems.

(5) Mr. Leader is President of AOL Time Warner Ventures, a division of AOL Time
Warner Inc. AOL Time Warner Inc. owns 1,725,000 shares of Company Common
Stock. Mr. Leader disclaims beneficial ownership of the shares owned by AOL
Time Warner Inc.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, certain officers, and persons who own more than ten
percent of a registered class of the Company's securities, to file with the SEC
reports of ownership and changes in ownership of Common Stock and other equity
securities of the Company. Officers, directors and greater-than ten percent
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, the Company believes that during the year ended December
31, 2001, its officers, directors and greater-than ten percent stockholders
complied with all Section 16(a) filing requirements.

PROPOSAL TWO:

RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Board of Directors, upon recommendation of the Audit Committee, has
selected PricewaterhouseCoopers LLP, independent accountants, to audit the
Company's financial statements for the fiscal year ending December 31, 2002.
This selection will be presented to the stockholders for ratification at the
Annual Meeting. If the stockholders fail to ratify this selection, the Board of
Directors will reconsider its selection. PricewaterhouseCoopers LLP has audited
the Company's financial statements since the Company's inception. A
representative of PricewaterhouseCoopers LLP is expected to be in attendance at
the Annual Meeting and will have the opportunity to make a statement. The
representative will also be available to respond to appropriate questions.

RECOMMENDATION OF BOARD OF DIRECTORS

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S ACCOUNTANTS FOR FISCAL 2002 AND
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP.

OTHER MATTERS

As of the mailing of this proxy statement, the Board of Directors knows of
no other business which will be presented for consideration to be submitted at
the Annual meeting. However, if any such other business should properly come
before the Annual Meeting, it is the intention of the persons named in the
enclosed proxy card to vote the proxies in respect of any such business in
accordance with their best judgment.

FINANCIAL STATEMENTS

The Company's 2001 Annual Report on Form 10-K is incorporated herein by
reference and is being mailed with this proxy statement to stockholders entitled
to notice of the Annual Meeting. In addition, the Company's Quarterly Report on
SEC Form 10-Q for the period ending March 31, 2002 is incorporated herein by
reference and is available for inspection with the SEC or upon request at the
executive offices of the Company.

PROPOSALS BY STOCKHOLDERS

Proposals of stockholders intended to be presented at the 2003 Annual
Meeting of Stockholders must be received by the Company on or before December
29, 2002, in order to be eligible for inclusion in the Company's proxy statement
and form of proxy. Any such proposal must comply with all applicable rules and
regulations of the SEC. With respect to proposals submitted by a stockholder
other than for inclusion in the Company's Proxy Statement and related form of
proxy, timely notice of the proposal must be received by the Company on or
before March 14, 2003. Proxies solicited by the Board of Directors for the 2003
Annual Meeting may confer discretionary authority to vote on any proposals
notice of which is not received by that date.

THE BOARD OF DIRECTORS

New York, New York
April 30, 2002

DETACH HERE

PROXY

VIEWPOINT CORPORATION

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 12, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Viewpoint Corporation, a Delaware
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders dated April 29, 2002, and hereby appoints Robert E. Rice and
Anthony Pane, and each of them, proxies and attorneys-in-fact, with full power
to each of substitution, on behalf of the undersigned, to represent the
undersigned at the Annual Meeting of Stockholders of Viewpoint Corporation to be
held at the Sky Club conference center, MetLife Building, 200 Park Avenue, 56th
Floor, New York, NY 10166 at 9:30 a.m., local time, and at any adjournment or
adjournments thereof, and to vote all shares of Viewpoint Corporation common
stock that the undersigned would be entitled to vote if then and there
personally present, on all matters set forth on the reverse side hereof.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE HEREIN. IF NO SPECIFICATION IS INDICATED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR EACH OF THE PERSONS AND THE
PROPOSALS ON THE REVERSE SIDE HEREOF AND FOR SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING AS THE PROXY HOLDERS DEEM ADVISABLE.

SEE REVERSE SEE REVERSE
SIDE SIDE

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

----------------- ----------------
VOTE BY TELEPHONE VOTE BY INTERNET
----------------- ----------------

It's fast, convenient and immediate It's fast, convenient, and your vote is immediately
Call Toll-Free on a Touch-Tone Phone confirmed and posted
1-877-PRX-VOTE (1-877-779-8683)

FOLLOW THESE FOUR EASY STEPS: FOLLOW THESE FOUR EASY STEPS:

1. READ THE ACCOMPANYING PROXY 1. READ THE ACCOMPANYING PROXY
STATEMENT AND PROXY CARD STATEMENT AND PROXY CARD

2. CALL THE TOLL-FREE NUMBER 2. GO TO THE WEBSITE
1-877-PRX-VOTE (1-877-779-8683) TP://WWW.EPROXYVWPT.COM/VWPT

3. ENTER YOUR VOTER CONTROL NUMBER LOCATED 3. ENTER YOUR VOTER CONTROL NUMBER
ON YOUR PROXY CARD ABOVE YOUR NAME LOCATED ON YOUR PROXY CARD ABOVE YOUR NAME

4. FOLLOW THE RECORDED INSTRUCTIONS 4. FOLLOW THE INSTRUCTIONS PROVIDED

YOUR VOTE IS IMPORTANT! YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime Go to http://www.eproxyvote.com/vwpt anytime

DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET

-----------------------------------------------------------------------------------------------------------------------------------
DETACH HERE

[X] Please mark
Votes as in
this example.

1. Election of Directors
FOR AGAINST ABSTAIN
NOMINEES: (01) Thomas Bennett, (02) Bruce R. Chizen, 2 To ratify the appointment of [ ] [ ] [ ]
(03) Lennert J. Leader, (04) Samuel H. Jones, Jr. and PricewaterhouseCoopers LLP as
(05) Robert E. Rice independent accountants for
Viewpoint for the 2002
FOR WITHHELD fiscal year

[ ] [ ]

3 To transact such other business
as may properly come before the
meeting or any adjournments
thereof.

MARK HERE FOR ADDRESS [ ]
CHANGE AND NOTE AT LEFT

THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING DATED APRIL 29, 2002.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.

[ ] _______________________________________ NOTE: Please sign exactly as name appears on your stock
(Instructions: To withhold authority to certificate. If the stock is registered in the names of
vote for any individual nominee, write two or more persons, each should sign. Executors, administrators,
that nominee's name in the space trustees, guardians, attorneys and corporate officers should
provided below). insert their titles.

Signature:__________________________________ Date:_______________ Signature:__________________________________ Date:_______________