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EXHIBIT 4.1
 NEITHER THIS SECURITY NOR THE ISSUANCE TO THE HOLDER OF THE SECURITIES INTO WHICH THIS SECURITY IS
CONVERTIBLE OR WHICH ARE ISSUABLE UPON REDEMPTION OF THIS SECURITY HAS BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE 1933 ACT ), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT.
 THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THIS NOTE IN THE EVENT OF A PARTIAL CONVERSION OR
REDEMPTION. AS A RESULT, FOLLOWING ANY CONVERSION OR REDEMPTION OF ANY PORTION OF THIS NOTE, THE
OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT STATED
ON THE FACE OF THIS NOTE.
 AMENDED AND RESTATED
CONVERTIBLE NOTE DUE 2005-2008
 OF
 ZIX CORPORATION
 No. ___
    
    $10,000,000.00Dated ___, 2005
    
    New York, New York
 FOR VALUE RECEIVED ZIX CORPORATION [NAME OF REGISTERED HOLDER],




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Section 1. Definitions.
  -2-




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provided however,
 -3-




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provided, however,
 -4-




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Exhibit F
 Exhibit C
    -5-




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Exhibit A
  provided, however,
     -6-




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provided,
however,
        -7-




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-8-




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Exhibit D
    -9-




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-10-




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provided that
       -11-




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plus plus by
 -12-




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Exhibit B
         -13-




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-14-




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Exhibit E
        -15-




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plus plus times
 -16-




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Date
    
    AmountIssuance Date through November 2, 2007
    
    $
    10,000,000.00thereafter
    
    $
    5,000,000.00
 provided, however, provided further, however, provided further, however,
    -17-




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-18-




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times times plus times plus
  Exhibit G
  plus plus
 by
   -19-




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provided, however,
  -20-




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Section 2. Payment of Certain Interest in Common Stock;
Optional Redemption.
 (a) Issuance of Common Stock in Lieu of Cash Interest .
      -21-




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-22-




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-23-




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-24-




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(b) Optional and Mandatory Redemption.
    -25-




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-26-




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-27-




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(c) Share Redemption.
 -28-




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-29-




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-30-




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by
 times
  -31-




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provided, however,
 -32-




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provided, however,
  -33-




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-34-




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-35-




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(d) Installments of Principal; Mandatory Prepayments. (1) Installments.
 Principal Amount
    
    Due Date$2,500,000.00
    
    November 2, 2005$2,500,000.00
    
    November 2, 2006$2,500,000.00
    
    November 2, 2007$2,500,000.00
    
    November 2, 2008
  (2) Early Redemption of 2005 and 2008 Installments.
 -36-




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provided, however,
 (3) Concerning Share Redemptions.
 (e) No Other Prepayment by the Company .
 (f) Redemption at the Option of the Holder.
 Section 3. Certain Covenants.
  (a) Limitations on Certain Indebtedness.
 -37-




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(b) Payment of Obligations .
 (c) Maintenance of Property; Insurance .
  (d) Conduct of Business and Maintenance of Existence .
 (e) Compliance with Laws .
 (f) Investment Company Act .
 -38-




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(g) Limitations on Asset Sales , Liquidations, Etc.; Certain Matters.
    (h) Limitation on Certain Issuances.
 -39-




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provided, however,
 (i) Limitations on Liens.
  provided, however,
   -40-




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Schedule 3.13
   (j) Transactions with Affiliates.
 -41-




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(k) Notice of Defaults.
 (l) Listing Eligibility Reporting.
 (m) Maintenance of Cash and Cash Equivalents Balances.
 -42-




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(n) Rule 144A Information Requirement.
 (o) Certain Public Disclosures and Reporting.
  Section 4. Events of Default.
 (a)
 (1) Failure to Pay Principal, Interest, Etc.
 -43-




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(2) Conversion and the Shares.
 (3) Breach of Certain Covenants.
 (4) Breach of Other Covenants.
 (5) Breach of Representations and Warranties.
 (6) Certain Voluntary Proceedings.
 -44-




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(7) Certain Involuntary Proceedings.
 (8) Judgments.
 (9) Default Under Other Agreements .
 -45-




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(10) Security Agreement .
 plus plus times
 Section 5. Repurchase Upon a Repurchase Event.
 (a) Repurchase Right Upon Repurchase Event.
 -46-




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(b) Notices; Method of Exercising Repurchase Rights, Etc.
      (c) Other.
 -47-




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Section 6. Conversion.
 (a) Right to Convert . plus plus by provided, however, times
 -48-




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(b) Exercise of Conversion Right; Issuance of Common Stock on Conversion; No Adjustment for
Interest or Dividends .
  provided, however,
 -49-




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-50-




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provided, however,
  -51-




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-52-




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(c) Adjustment of Conversion Price .
 (1) Adjustments for Certain Dividends and Distributions in Common Stock.
 (2) Weighted Adjustments for Certain Issuances of Rights or Warrants.
 -53-




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(3) Adjustments for Certain Subdivisions of the Common Stock.
 (4) Adjustments for Certain Dividends and Distributions.
 -54-




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provided, however,
  -55-




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-56-




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(5) Adjustments for Certain Cash Dividends. times provided, however,
 (6) Adjustments for Certain Tender Offers.
 -57-




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times
 -58-




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(7) Adjustments for Certain Issuances of Newly Issued Shares. plus plus
 (O +(C/CP))

    x CPNCP =
    ( O + N )
  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 SharesCP
    
    =
    
    Conversion Price immediately prior to the issuance of the Newly Issued SharesNCP
    
    =
    
    Conversion Price immediately after the issuance of the Newly Issued Shares
 -59-




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-60-




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provided
   (8) Additional Reductions in Conversion Price.
 (9) De Minimus Adjustments. provided,
however,
 -61-




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(10) Company Notice of Adjustments.
 (11) Effectiveness of Certain Adjustments.
 (12) Outstanding Shares.
 (d) Automatic Conversion in Certain Circumstances; Conversion Based on VWAP.
  -62-




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-63-




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-64-




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-65-




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provided, however,
  (e) Effect of Reclassification, Consolidation, Merger or Sale.
  -66-




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provided provided, however
 -67-




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(f) Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock.
  -68-




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(g) Notice to Holder Prior to Certain Actions.
    -69-




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(h) 4.9% Limitation.
 -70-




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provided, however,
   -71-




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Section 7. Miscellaneous.
 (a) Failure or Indulgency Not Waiver.
 (b) Notices. .
 (c) Amendment, Waiver, Etc.
 -72-




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(d) Assignability.
 (e) Certain Expenses.
 (f) Governing Law.
   -73-




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(g) Savings Clause.
 (h) Transfer of Note. provided, however,
 -74-




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i) Enforceable Obligation.
 ( j) Note Register; Replacement of Notes.
 (k) Payment of Note on Redemption or Repurchase; Deposit of Optional Redemption Consideration
or Repurchase Price, Etc.
 -75-




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(l) Conversion and Redemption Schedule. Exhibit H
 (m) Construction.
 [Signature Page Follows]
 -76-




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IN WITNESS WHEREOF
 ZIX CORPORATIONBy:Name:Title:
 -77-




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ASSIGNMENT
 
  o
    
    To the Company or a subsidiary thereof; or
 o
    
    To an accredited investor pursuant to and in compliance with the 1933 Act;
 o
    
    To a QIB pursuant to and in compliance with Rule144A; or
 o
    
    Pursuant to and in compliance with Rule 144 under the 1933 Act;
  o
    
    The transferee is an Affiliate of the Company.
  Dated:
    
    
    
    
    
    NAME:Signature(s)




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Exhibit A
 FORM OF CONVERSION NOTICE
 
 Re:
    
    Amended and Restated Convertible Note Due 2005-2008 issued by ZIX CORPORATION
identified below
 ZIX
CORPORATION,
 Conversion information:Note NumberConversion DatePrincipal Amount of Note Being ConvertedPortions of installments of principal to which
this conversion is allocated:Due November 2, 2005: $Due November 2, 2006: $Due November 2, 2007: $ *Due November 2, 2008: $ *
 
 [*
    
    Substitute dates of due dates change pursuant to
Section 2(d)(2) of the Note] A-1




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Number of Shares of Common Stock to Be IssuedApplicable Conversion PriceBy:SignatureNameAddress
 A-2




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Exhibit B
 ZIX CORPORATION
 OPTIONAL REDEMPTION NOTICE
(Section 2(b) of Amended and Restated
Convertible Note due 2005-2008)
 TO:(Name of Holder)
  
 
 
   Date
    
    
    
    
    
    ZIX CORPORATIONBy:Title:
 B-1




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Exhibit C
 ZIX CORPORATION
 COMPANY NOTICE
(Section 5(b)(1) of Amended and Restated
Convertible Note due 2005-2008)
 TO:(Name of Holder)
 
 
  Exhibit D
   Date
    
    
    
    
    
    ZIX CORPORATIONBy:Title:
 C-1




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Exhibit D
 ZIX CORPORATION
 HOLDER NOTICE
(Section 5(b)(2) of Amended and Restated
Convertible Note due 2005-2008)
  
  Date:
    
    
    
    
    
    NAME OF HOLDER:BySignature of Registered Holder
(Must be signed exactly as name
appears in the Note.)
 D-1




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Exhibit F
 FORM OF COMPANY CONVERSION NOTICE
(Section 6(d)(2))
 
 Re:
    
    Convertible Note Due 2005-2008 issued by ZIX CORPORATION identified below
 ZIX CORPORATION,
  ___
  Date VWAP
 F-1




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Date
    
    
    
    
    
    ZIX CORPORATIONBy:Title:
 F-2




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Exhibit G
 ZIX CORPORATION
 SHARE REDEMPTION NOTICE
(Section 2(c) of Amended and Restated
Convertible Note due 2005-2008)
 TO:(Name of Holder)
  
 
 [2005][2008]
 
   G-1




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Date
    
    
    
    
    
    ZIX CORPORATIONBy:Title:
 F-2




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EXHIBIT H
 ZIX CORPORATION
 CONVERSION AND REDEMPTION SCHEDULE
 
 Date of Conversion
    
    
    Principal
    
    
    Principal
    
    
    Installment
    
    
    Principal Amountor Share
    
    
    Amount of
    
    
    Amount of
    
    
    Maturity to Which
    
    
    RemainingRedemption
    
    
    Conversion
    
    
    Share Redemption
    
    
    Conversion or
    
    
    Subsequent to(or for first entry,
    
    
    (if applicable)
    
    
    (if applicable)
    
    
    Redemption
    
    
    Conversion orthe Issuance Date)
    
    
    
    
    
    
    
    
    
    
    
    
    Applies
    
    
    Share Redemption(or originalPrincipal Amount)1.
    
    
    
    11/2/2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10.000.000.00
  H-1