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EXHIBIT 4.2
 NEITHER THIS WARRANT NOR ISSUANCE OF THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF TO THE HOLDER
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE
SECURITIES OR BLUE SKY LAWS. NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES OR
BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER.
 THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT AS PROVIDED IN SECTION 24.
 No. AW-2004-___
    
    Right to Purchase 500,000 Shares
of Common Stock of Zix
Corporation
 ZIX CORPORATION
 Amended and Restated
Common Stock Purchase Warrant
 ZIX CORPORATION, ,
 1. Definitions.




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times
      -2-




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provided, however,
 -3-




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-4-




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-5-




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times
    -6-




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-7-




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provided, however,
 2. Exercise of Warrant.
 (a) Exercise. Exhibit 1 provided, however
 -8-




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provided further however
 (b) Net Exercise.
 Y x (A  B)X =
    
    A
  X =
    
    the number of shares of Common Stock to be issued to the
HolderY =
    
    the number of shares of Common Stock as to which this Warrant
is to be exercisedA =
    
    the VWAP of the Common Stock calculated as of the last
Trading Day immediately preceding the exercise of this WarrantB =
    
    the Purchase Price
 (c) 4.9% Limitation.
  -9-




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-10-




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(d) Limitation on Issuance of Shares Upon Exercise.
 3. Delivery of Stock Certificates, etc., on Exercise.
 -11-




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-12-




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4. Adjustment for Dividends in Other Stock, Property, etc.; Reclassification, etc.
   -13-




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5 . Effect of Reclassification, Consolidation, Merger or Sale.
    -14-




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provided
    -15-




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6. Adjustment for Certain Extraordinary Events.
 7. Issuance of Rights or Warrants to Common Stockholders at less than Current Market Price.
 -16-




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by
  -17-




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8. Adjustments for Certain Issuances of Newly Issued Shares.
  plus plus
 ( O +(C / PP))
    
    x      PPNPP     =
    
    ( O + N )
 where,C
    
    =
    
    aggregate consideration received by the Company for the Newly Issued SharesN
    
    =
    
    number of Newly Issued SharesO
    
    =
    
    number of shares of Common Stock outstanding (on a fully diluted basis, as
described above) immediately prior to the issuance of the Newly Issued Shares
 -18-




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PP
    
    =
    
    Purchase Price immediately prior to the issuance of the Newly Issued SharesNPP
    
    =
    
    Purchase Price immediately after the issuance of the Newly Issued Shares
  by
     -19-




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provided
    -20-




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9. Redemption at the Companys Option.
    -21-




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-22-




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provided, however,
  -23-




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10. Tax Adjustments.
 11. Minimum Adjustment. provided, however,
  12. Notice of Adjustments.
 13. Further Assurances.
 14. Notice to Holder Prior to Certain Actions.
 -24-




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15. Reservation of Stock, etc., Issuable on Exercise of Warrants.
 -25-




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16. Transfer of Warrant.
 17. Register of Warrants.
 18. Exchange of Warrant.
 19. Replacement of Warrant.
 -26-




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20. Warrant Agent.
 21. Remedies.
 22. No Rights or Liabilities as a Stockholder.
 23. Notices, etc.
 24. Transfer Restrictions.
 -27-




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25. Rule 144A Information Requirement.
 26. Legend.
 27. Amendment; Waiver.
 -28-




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28. Miscellaneous.
 29. Attorneys Fees.
 [Signature Page Follows]
 -29-




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IN WITNESS WHEREOF,
 Dated:
    
    ZIX CORPORATIONBy:Name:Title:
 -30-




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ASSIGNMENT
 
  o
 o
 o
 o
  o
  Dated:
    
    
    
    
    
    NAME:Signature(s)




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Exhibit 1
 FORM OF SUBSCRIPTION
 ZIX CORPORATION
  TO:
    
    Zix Corporation2711 N. Haskell AvenueSuite 2300, LB 36Dallas, Texas 75204Attention: Chief Financial Officer
 
  q
    
    (a) elects to pay the aggregate purchase price for the Exercise Shares (i)
in lawful money of the United States or by the enclosed certified or official bank
check payable in United States dollars to the order of the Company in the amount of
$, or (ii) by wire transfer of United States funds to
the account of the Company in the amount of $,
which transfer has been made before or simultaneously with the delivery of this Form of
Subscription pursuant to the instructions of the Company;orq
    
    (b) because the Warrant is being exercised under circumstances specified in
Section 2(b) of the Warrant, elects to receive shares of Common Stock having a value
equal to the value of the Exercise Shares calculated in accordance with Section 2(b) of
the Warrant.
  1-1




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Name:Address:Social Security or Tax Identification Number (if any):
 Dated:(Signature must conform to name of
Holder as specified on the face of the Warrant)(Address)
 1-2




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Exhibit 2
 ZIX CORPORATION
 OPTIONAL REDEMPTION NOTICE
(Section 9 Common Stock Purchase Warrant)
 TO:(Name of Holder)
  
 
  Date
    
    VWAP
 2-1




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Date
    
    
    
    
    
    ZIX CORPORATIONBy:Title:
 2-2