Contribution Agreement

CONTRIBUTION AGREEMENT


THIS CONTRIBUTION AGREEMENT (this "Agreement") is entered into and is effective as of March 31, 2000, by and between Avistar Systems Corporation, a Delaware corporation ("Avistar"), VCT, Inc., a Nevada corporation ("VCT") and the holders of capital stock of VCT listed on the signature page hereto (collectively, the "Holders" and individually, a "Holder"), with reference to the following facts:


A. WHEREAS the Holders hold all of the Common Stock of VCT;


B. WHEREAS the parties intend that all of the outstanding capital
stock of VCT be wholly owned by Avistar;


C. WHEREAS each of the parties is a beneficial owner of capital
stock or options to purchase capital stock of Avistar; and


D. WHEREAS for the consideration of each other Holder's contribution
to capital of Avistar, each Holder desires to surrender to
Avistar such Holder's interest in or right to acquire the capital
stock of VCT;


NOW THEREFORE, in consideration of the promises and the mutual covenants and conditions herein, the parties hereby agree as follows:


1. CANCELLATION OF INTEREST IN VCT CAPITAL STOCK. The execution of this Agreement shall act as a notice from each of the Holders to Avistar to cause each Holder's interest in the capital stock of VCT to be transferred without further consideration to Avistar and the value of such interest in the capital stock of VCT shall be a contribution to stockholders' equity of Avistar. As a result of the contribution, Avistar shall be the sole holder of all interests in and rights to acquire the capital stock of VCT. To evidence such transfer, each Holder shall execute the assignment separate from certificate in the form attached hereto as Exhibit A.


2. STOCKHOLDER RECORDS. On the effective date of this Agreement, VCT will immediately cause its stockholder register to reflect the transfer of each Holder's interest to Avistar, and Avistar shall cause its books and records, including its financial statements, to reflect the contribution of the VCT capital stock to Avistar as a additional paid in capital from the Holder.


3. EXTINGUISHMENT OF RIGHTS. On the effective date of this Agreement, each Holder will be deemed to have relinquished all of such Holder's rights in the VCT capital stock or to purchase any VCT capital stock and shall have no further right, title or interest in such.


4. TERMINATION OF RESTRICTED STOCK PURCHASE AGREEMENTS.


(a) VCT waives any rights of first refusal and notice requirements set forth in the Restricted Stock Purchase Agreements between each Holder of VCT's Common Stock and VCT in connection with the contribution of the shares to Avistar as set forth in this Agreement.


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(b) On the effective date of this Agreement, the Gerald J. Burnett and Marjorie J. Burnett Revocable Trust and VCT each agree to terminate in their entirety the Restricted Stock Purchase Agreement dated as of September 29, 1998, and further agree that none of the parties to such agreement shall have any further rights or obligations thereunder.


(c) On the effective date of this Agreement, the Heinrichs Revocable Trust and VCT each agree to terminate in their entirety the Restricted Stock Purchase Agreement dated as of Restricted Stock Purchase Agreement dated as of September 29, 1998, and further agree that none of the parties to such agreements shall have any furt ...