On August 24, 2005, Viewpoint Corporation (the “Company”) issued a press release entitled “Patrick Vogt Named Chief Executive Officer at Viewpoint.” The text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On August 24, 2005, the Company entered into an employment agreement with Patrick Vogt effective August 25, 2005, under which, among other things: (a) Mr. Vogt will become employed by the Company as President and Chief Executive Officer for the period beginning on August 25, 2005 and ending on December 31, 2009 at a salary of $350,000 annually; (b) Mr. Vogt is eligible to receive an annual cash incentive bonus of $128,000 and an annual incentive stock option grant of 125,000 shares if the Company achieves certain annual Revenue Growth and Operating Income targets as set forth by the Compensation Committee of the Board of Directors; (c) if Mr. Vogt’s employment is terminated before December 31, 2009 for “cause” (as defined in the agreement) or Mr. Vogt’s employment is terminated by Mr. Vogt before December 31, 2009 for “good reason” (as defined in the agreement), the Company will pay to Mr. Vogt an amount equal to one times the rate of his annual salary; (d) Mr. Vogt would receive a payment equal to two times the rate of his annual salary and the unvested portion (if any) of the options held by Mr. Vogt would vest if the Company undergoes a “change in control” (as defined in the agreement) during the term of employment. In addition, the employment agreement provides that Mr. Vogt is granted an option to acquire 1,500,000 shares of Company common stock at an exercise price equal to the opening price of Company’s common stock on August 25, 2005. This grant was approved by the Company’s Board of Directors and met the “employee inducement” exception to NASDAQ’s rules adopted in 2003 requiring shareholder approval of equity-based incentive plans. The options have been classified as non-qualified stock options, have an exercise price equal to the fair market value on the grant date, have a seven-year term, and vest over four years, subject to continued employment and other conditions.

Separation Agreement

On August 24, 2005, the Company entered into a separation agreement with Jerry S. Amato, effective August 25, 2005, under which, among other things: (a) Mr. Amato will continue as an employee of the Company and be paid the pro rata portion of his annual salary until September 15, 2005; (b) Mr. Amato will be paid $120,000 by the Company, payable over 12 months; (b) the exercise period of Mr. Amato’s options will be extended to two years from the effective date of the separation agreement; provided that no options can be exercised prior to the Company’s announcement of its fourth quarter 2005 earnings and thereafter one-sixth of such options may be exercised each subsequent fiscal quarter, subject to