ViewCast Announces Pending Acquisition of $13M IT and Network Solution Provider

DALLAS (June 18, 2002) - ViewCast Corporation (VCST.OB), announced today it has entered into an asset purchase agreement dated as of May 31, 2002 with a domestic provider of professional information technology and customized network support services to Fortune 500 and Fortune 1000 corporations, mid-sized companies, hospitals, health care facilities and financial institutions (the "Seller"). Concurrently, ViewCast and the Seller entered into a Reseller Agreement to offer ViewCast products and ancillary services to the Seller's customer base and new prospects.

The integration of the Seller is expected to allow ViewCast to increase revenues and expand product channels while complementing ViewCast's existing reseller program. The Seller had reported for the most recent fiscal year ended December 2001 gross revenues of over $13 million and a positive EBITDA. Seller's estimate of its future revenues was not provided at this time. Since the events of September 11, there has been an increasing interest in video network communications for providing alternatives to traditional business travel and enhancing security applications. Combining the video expertise of ViewCast with the Seller's general IT integration and video conferencing experience offers customers a full-featured and cost-effective application choice.

Under the terms of the agreement, ViewCast will purchase all of the Seller's assets, including all of its operating assets, property, contracts and customer lists for a combination of $1 million in cash payments, issuance of 150,000 shares of unregistered redeemable, convertible preferred stock with each share having a stated value of $10.00, and the assumption of certain liabilities as outlined in the terms of the agreement. The preferred stock provides for a conversion option to common stock at $1.50 per share of ViewCast common stock. ViewCast's purchase of the Seller's assets remains subject to the agreement's terms and conditions, including bankruptcy court approval under the Seller's parent company's pending bankruptcy case. Further details regarding the Seller and the acquisition will be released at a later date.

"We are pleased to announce this strategic investment. This addition will allow ViewCast to offer fully integrated video capabilities to our customers, as well as providing us access to additional sales channels and markets. The Seller also has an impressive customer base. We believe the Seller's operations will provide commercial and economic value, as we further expand into the financial and healthcare industries," said George Platt President and CEO of ViewCast Corporation. Platt continues, "This acquisition is a key step towards expanding the size and capabilities of ViewCast while contributing towards improving our financial outlook. In addition, ViewCast has both reduced its debt by over $2 million during May and reduced its operating expenses, while increasing its base of resellers domestically and internationally."

See the Company's Form 10-Q of the first quarter of 2002 for a full discussion regarding the debt reduction.

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About ViewCast Corporation
ViewCast develops products and services that provide video networked solutions. ViewCast maximizes the value of video through its core businesses: Osprey® Video provides the streaming media industry's de facto standard capture cards and ViewCast Niagara and Viewpoint VBX Systems integrates turnkey streaming and video distribution systems and software. From streaming digital video on the Internet to distribution of broadcast-quality video throughout the corporate enterprise, plus comprehensive video software applications, ViewCast provides the complete range of video solutions.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the Company's current judgment on certain issues. Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially. Important factors, which could cause the actual results to differ materially, include whether the acquisition is completed, the ability to realize the benefits of the acquisition, the ability of the Company to develop and market new products as technology evolves and the ability of the Company to obtain and enforce its patents and trademarks and avoid infringing upon third parties' patents and trademarks. For a detailed discussion of these and other cautionary statements and factors that could cause actual results to differ from the Company's forward-looking statements, please refer to the Company's reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission. All trademarks are property of their respective holders.

All trademarks are property of their respective holders.