**EXHIBIT A**

**FORM OF WARRANT**

             THISWARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANYSTATE SECURITIES LAWS.  THEY MAY NOT BESOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THEABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIESUNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANYTHAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTIONUNDER SUCH ACT.
| W-____ | Void after  June 30, 2007 |
|--------|---------------------------|

WARRANTOFTERAGLOBAL COMMUNCIATIONS CORP.

             THISCERTIFIES THAT, for value received, ___________________, together with his, heror its successors and assigns (the “Holder”) is entitled to subscribe for andpurchase, on the terms hereof, ___________shares of common stock, par value$.001 ("Common Stock") of TeraGlobal Communications Corp., a Delawarecorporation (the “Company”), subject to the following terms and conditions:

             1.          StockPurchase Agreement.  This Warrant (“Warrant”) is issued pursuantto that certain Stock Purchase Agreement dated June 28, 2001 (the “Agreement”)by and among the Company and the Holder. The Warrant and other warrants issued pursuant to the Agreement are collectivelyreferred to as the “Warrants.”

             2.          Exerciseof Warrant.  The terms and conditions upon which thisWarrant may be exercised, and the Common Stock covered hereby may be purchased,are as follows:

             2.1        Term.  Subject to the terms hereof, this Warrant may be exercised at anytime, or from time to time, in whole or in part (the “Exercise Date”), afterthe date hereof; provided, however, that in no event may this Warrant beexercised later than 5:00 p.m. (Pacific Time) on the close of business on June 30,2007.

             2.2        Exercise Price.  The Exercise Price per share for the CommonStock shall be equal to ______, subject to adjustment as set forth below.

 

             2.3        Method of Exercise.  The exercise of the purchase rightsevidenced by this Warrant shall be effected by (a) the surrender of theWarrant, together with a duly executed copy of the form of subscriptionattached hereto as Exhibit A, to the Company at its principaloffices and (b) the delivery of the purchase price by check payable to theCompany’s order or by wire transfer of same day funds to the Company’s accountfor the number of shares for which the purchase rights hereunder are beingexercised or any other form of consideration approved by the Company’s Board ofDirectors (the “Board”).  Each exerciseof this Warrant shall be deemed to have been effected immediately prior to theclose of business on the day on which this Warrant shall have been surrenderedto the Company as provided herein or at such later date as may be specified inthe executed form of subscription, and at such time, the person or persons inwhose name or names any certificate or certificates for Common Stock shall beissuable upon such exercise, as provided herein, shall be deemed to have becomethe holder or holders of record thereof.

             2.4        Net Issue Exercise.  In lieu of exercising this Warrant by payingthe Exercise Price in cash or by check, Holder may elect to receive sharesequal to the value of this Warrant (or the portion thereof being canceled) bysurrender of this Warrant at the Company’s principal office together with theNotice of Cashless Exercise attached hereto as Exhibit B dulycompleted and executed in which event the Company shall issue to Holder anumber of Common Stock computed using the following formula:

             Z  =  (Y)(X-W)                            X

                           where:

|   | Z =    | The number of Common Stock  to be issued to Holder.                               |
|--------|--------|-----------------------------------------------------------------------------------|
|   |   |                                                                              |
|   | Y =    | The number of Common Stock  purchasable under this Warrant.                       |
|   |   |                                                                              |
|   | X =    | The fair market value of  one Common Stock Share at the date of such calculation. |
|   |   |                                                                              |
|   | W =    | Exercise Price (as adjusted  to the date of                                       |
|   |   | such calculations).                                                               |

For purposes of this Section, the fairmarket value of one Common Stock Share shall be equal to the average closingbid price for the Common Stock for the twenty (20) trading days prior to thedate of exercise; or, if the Common Stock is no longer traded on an exchange,the fair market value of such share as determined in good faith by the Board.

             3.          Adjustmentsto Exercise Price.  The number of shares of Common Stockissuable upon the exercise of this Warrant and the exercise price hereundershall be subject to adjustment from time to time upon the happening of certainevents, as follows:

             3.1        Splits and Subdivisions.  If the Company should at any time or fromtime to time fix a record date for the effectuation of a split or subdivisionof the outstanding Common Stock or the determination of the holders of CommonStock entitled to receive a dividend or other distribution payable inadditional Common Stock or other securities or rights convertible into, orentitling the holder thereof to receive directly or indirectly, additionalCommon Stock (hereinafter referred to as the “New Equity Equivalents”) withoutpayment of any consideration by such holder for the additional Common Stock orNew Equity Equivalents, then, as of such record date (or the date of suchdistribution, split or subdivision if no record date is fixed), the purchaseprice shall be appropriately decreased and the number of Common Stock whichthis Warrant is exercisable for, if any, shall be appropriately increased inproportion to such increase of outstanding shares.

             3.2        Combination of Shares.  If the number of Common Stock outstanding atany time after the date hereof is decreased by a combination of the outstandingCommon Stock, the purchase price shall be appropriately increased and thenumber of Common Stock which this Warrant is exercisable for, if any, shall beappropriately decreased in proportion to such decrease in outstanding shares.

             3.3        Adjustments for Other Distributions.  In the event the Company shall declare adistribution payable in securities of other persons, evidences of indebtednessissued by the Company or other persons, assets (excluding cash dividends) oroptions or rights not referred to in Section 3.1, then, in each such case forthe purpose of this Section 3.3, upon exercise of this Warrant the Holder shallbe entitled to a proportionate share of any such distribution as though suchHolder was the holder of the number of Common Stock into which this Warrant maybe exercised as of the record date fixed for the determination of the holdersof Common Stock entitled to receive such distribution.

             3.4        Reclassification or Reorganization.  If the Common Stock (or any shares of stockor other securities which may be) issuable upon the exercise of this Warrantshall be changed into the same or different number of shares of any class orclasses of stock, whether by capital reorganization, reclassification orotherwise (other than a subdivision or combination of shares or stock dividendprovided for in Sections 3.1, 3.2 and 3.3 above, then and in each such eventthe Holder shall be entitled to receive upon the exercise of this Warrant thekind and amount of shares of stock and other securities and property receivableupon such reorganization, reclassification or other change, to which a holderof the number of Common Stock (or any shares of stock or other securities whichmay be) issuable upon the exercise of this Warrant would have received if thisWarrant had been exercised immediately prior to such reorganization,reclassification or other change, all subject to further adjustment as providedherein.

             3.5        Acquistion or Consolidation. IfTeraGlobal effects consolidation or merger with another corporation, or the saleof all or substantially all of its assets or other transaction in such a waythat holders of Common Stock shall be entitled to receive stock, securities, orother assets or property (a "Transaction"), then, as a condition ofsuch Transaction, lawful and adequate provisions shall be made by the Companywhereby the Holder hereof shall thereafter have the right to purchase andreceive (in lieu of the Shares of the Common Stock of the Company immediatelytheretofore purchasable and receivable upon the exercise of the rightsrepresented hereby) such shares of stock, securities or other assets orproperty as may be issued or payable with respect to or in exchange for anumber of outstanding shares of such Common Stock equal to the number of sharesof such stock immediately theretofore purchasable and receivable upon theexercise of the rights represented hereby. In the event of any Transaction, appropriate provision shall be made bythe Company with respect to the rights and interests of the Holder of this Warrantto the end that the provisions hereof (including, without limitation,provisions for adjustments of the Stock Purchase Price and of the number ofShares purchasable and receivable upon the exercise of this Warrant) shallthereafter be applicable, in relation to any shares of stock, securities orassets thereafter deliverable upon the exercise hereof.

             3.6        Antidilution.  In the event the Company shall, at anytime or from time to time after the date hereof, sell or issue any shares ofCommon Stock or Common Stock Equivalents (as that term is defined in theAgreement) for a consideration or effective exercise price of less than $0.54per share, giving effect to adjustments herein, without the consent of theholders of a Majority of the shares of the Preferred Stock then outstandingunder the Agreement, then the Exercise Price in effect immediately prior tosuch issuance shall be changed to a price (rounded to the nearest cent)determined by multiplying the Exercise Price in effect immediately prior theretoby a fraction, the numerator of which shall be the sum of the number of sharesof Common Stock outstanding immediately prior to the sale or issuance of suchadditional shares or such subdivision or combination and the number of sharesof Common Stock which the aggregate consideration received for the issuance ofsuch additional shares would purchase at the Exercise Price in effect on thedate of such issuance, and the denominator of which shall be the number ofshares of Common Stock outstanding immediately after the sale or issuance ofsuch additional shares or such subdivision or combination.  Such adjustment shall be made successivelywhenever such an issuance is made.

             3.7        Reset Right.  If as of the first anniversary of the dateof this Warrant the Market Price for the Common Stock is less than the ExercisePrice, the Exercise Price shall be automatically reduced to the Market Price onthe first anniversary.[This would only apply to the $.54 warrant, not the $1.00or $1.50 warrant.]

             3.8        Notice of Adjustments and RecordDates.  The Company shall promptlynotify the Holder in writing of each adjustment or readjustment of the exerciseprice hereunder and the number of Common Stock issuable upon the exercise ofthis Warrant.  Such notice shall statethe adjustment or readjustment and show in reasonable detail the facts on whichthat adjustment or readjustment is based. In the event of any taking by the Company of a record of the holders ofCommon Stock for the purpose of determining the holders thereof who areentitled to receive any dividend or other distribution, the Company shallnotify the Holder in writing of such record date at least twenty (20) daysprior to the date specified therein.

             3.9        No Impairment.  The Company shall not avoid or seek to avoidthe observance or performance of any of the terms to be observed or performedhereunder by the Company, but shall at all times in good faith assist in thecarrying out of all the provisions of this Warrant.

             4.          Replacementof the Warrant.  On receipt by the Company of evidencereasonably satisfactory to the Company of the loss, theft, destruction ormutilation of this Warrant and, in the case of any such loss, theft ordestruction of this Warrant, on delivery of an indemnity agreement reasonablysatisfactory in form and amount to the Company or, in the case of any suchmutilation, on surrender and cancellation of the Warrant, the Company at itsexpense shall execute and deliver to the Holder, in lieu thereof, a new Warrantof like tenor.

             5.          InvestmentIntent.  Unless a current registration statementunder the Securities Act of 1933, as amended, shall be in effect with respectto the securities to be issued upon exercise of this Warrant, the Holder, byaccepting this Warrant, covenants and agrees that, at the time of exercisehereof, and at the time of any proposed transfer of any securities acquiredupon exercise hereof, the Holder shall deliver to the Company a writtenstatement that the securities acquired by the Holder upon exercise hereof arefor the account of the Holder for investment and are not acquired with a viewto, or for sale in connection with, any distribution thereof (or any portionthereof) and are being acquired with no present intention (at any such time) ofoffering or distributing such securities (or any portion thereof).

             6.          NoRights or Liability as a Stockholder.  This Warrant does not entitle the Holderhereof to any voting rights or other rights as a stockholder of theCompany.  No provisions hereof, in theabsence of affirmative action by the Holder to purchase Common Stock, and noenumeration herein of the rights or privileges of the Holder, shall give riseto any liability of the Holder as a stockholder of the Company.

             7.          Miscellaneous.

             7.1        Transfer of Warrant.  The rights represented by this Warrant aretransferable only on the books of the Company at its corporate office in SanDiego, California, by the Holder upon surrender of this Warrant properlyendorsed.

             7.2        Titles and Subtitles.  The titles and subtitles used in this Warrantare for convenience only and are not to be considered in construing orinterpreting this Warrant.

             7.3        Notices.  Any notice required or permitted under thisWarrant shall be given in writing and in accordance with Section 5.3 of theAgreement (for purposes of which, the term “Investors” shall mean Holderhereunder), except as otherwise expressly provided in this Warrant.

             7.4        Attorneys’ Fees.  If any action at law or in equity isnecessary to enforce or interpret the terms of this Warrant, the prevailing partyshall be entitled to reasonable attorneys’ fees, costs and disbursements inaddition to any other relief to which such party may be entitled.

             7.5        Amendments and Waivers.  This Warrant is issued by the Companypursuant to the Agreement.  Any term of thisWarrant may be amended and the observance of any term of this Warrant may bewaived (either generally or in a particular instance and either retroactivelyor prospectively), in accordance with Section 15 of the Agreement.  Any amendment or waiver effected inaccordance with this Section 7.5 shall be binding upon the Holder of thisWarrant (and of any securities into which this Warrant is convertible), eachfuture holder of all such securities, and the Company.

             7.6        Severability.  If one or more provisions of this Warrantare held to be unenforceable under applicable law, such provision shall beexcluded from this Warrant and the balance of the Warrant shall be interpretedas if such provision were so excluded and shall be enforceable in accordancewith its terms.

             7.7        Governing Law.  This Warrant shall be governed by andconstrued and enforced in accordance with the laws of the State of California,without giving effect to its conflicts of laws principles.

             7.8        Registration Rights. The CommonStock issuable upon the exercise of this Warrant constitutes “RegistrableSecurities” under that certain Registration Rights Agreement dated June 28,2001 between the Company and certain investors and, accordingly, has thebenefit of registration rights pursuant to that Agreement.

             7.9        Reservation and Authorization ofCommon Stock.  The Company shall atall times reserve a sufficient number of shares of common stock for isuanceupon exercise of this Warrant, which stock, upon issuance in accordance withthe terms of this Warrant, will be duly authorized, validly issued, fully paidand non-assessable.

             7.10      Binding Effect on Successors. ThisWarrant shall be binding upon any corporation succeeding the Company by merger,consolidation or acquisition of all or substantially all of the Company'sassets.  All of the obligations of theCompany relating to the Common Stock issuable upon the exercise of this Warrant(and the Common Stock issuable upon conversion thereof) shall survive theexercise and termination of this Warrant. All of the covenants and agreementsof the Company shall inure to the benefit of the successors and assigns of theholder hereof.

| Date:  June 28, 2001 | TERAGLOBAL  COMMUNICATIONS CORP. |
|---------------------------|----------------------------------|
|                      | a  Delaware corporation          |

 

| By:    |   |                                        |
|--------|--------|---------------------------------------------|
|   |   |                                             |
|   |   | Robert  E. Randall, Chief Executive Officer |

 

ACKNOWLEDGED AND AGREED:

 

|                                     |   |
|-------------------------------------|--------|
| (Print Name of Holder)              |   |
|                                |   |
|                                     |   |
| (Signature of Holder)               |   |
|                                |   |
|                                     |   |
| (Title of Holder Not an Individual) |   |

EXHIBITA

FORMOF SUBSCRIPTION

(TOBE SIGNED ONLY ON EXERCISE OF WARRANT)

To:       TERAGLOBALCOMMUNICATIONS CORP.

             Theundersigned, the holder of the Warrant attached hereto, hereby irrevocablyelects to exercise the purchase rights represented by such Warrant for, and topurchase thereunder, __________* shares of Common Stock of TeraGlobalCommunications Corp., and herewith makes payment of $__________ and requeststhat the certificates for such shares be issued in the name of, and deliveredto ___________________________________________, whose address is___________________________________________________________________, and whosesocial security number/taxpayer identification number is _________________.
| Dated: |   |
|--------|--------|
|   |        |

 

                           

|     |   |                                                                                                          |
|----------|--------|----------------------------------------------------------------------------------------------------------|
|     |   | (Signature  must conform in all respects to name of the Holder as specified on the face  of the Warrant) |
|     |   |                                                                                                     |
|     |   |                                                                                                          |
|     |   | (Print Name)                                                                                             |
|     |   |                                                                                                     |
|     |   |                                                                                                     |
| Address: |   |                                                                                                          |
|     |   |                                                                                                     |
|     |   |                                                                                                          |
|     |   |                                                                                                     |
|     |   |                                                                                                          |

 

* Insert here the number of shares as towhich the Warrant is being exercised.

EXHIBITB

NOTICEOF CASHLESS EXERCISE

To:  TERAGLOBAL COMMUNICATIONS CORP.

             (1)         The undersigned hereby elects toacquire in a cashless exercise ______________ shares of Common Stock (asdefined in the attached Warrant) of TeraGlobal Communications Corp. pursuant tothe terms of Section 2.7 of the attached Warrant.

             (2)         Please issue a certificate orcertificates representing such Common Stock in the name of the undersigned orin such other name as is specified below:
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|   | By:    |   |        |
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|   | Name:  |   |        |
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