092403 S3/A Exhibit 4.11





Exhibit 4.11




INVESTOR RIGHTS AGREEMENT

 

This INVESTOR RIGHTS AGREEMENT (this "Agreement") is made as
of July 29, 2003 by and among 8X8, Inc., a Delaware corporation (the
"Company") and (ii) the investors listed on Exhibit A
hereto (collectively the "Investors") 

WHEREAS, the Company desires to sell to the Investors, and the Investors
desire to purchase up to an aggregate of 2,260,000 shares of Common Stock of the
Company (the "Shares"), and three sets of 5-year warrants, exercisable
to purchase up to an aggregate of (i) 2,260,000 shares of Common Stock at $0.60
per share (the "$.60 Warrants"), (ii) 565,000 shares of Common
Stock at $0.75 per share (the "$.75 Warrants"), and (iii)
565,000 shares of Common Stock at $1.00 per share (the "$1.00
Warrants", and collectively with the $.60 Warrants and the $.75
Warrants, the "Purchased Warrants"), upon the terms and
conditions set forth in that certain Unit Subscription Agreement, dated of even
date herewith, between the Company and the Investors (the "Unit
Subscription Agreement"); and 

WHEREAS, the terms of the Unit Subscription Agreement provide that it shall
be a condition precedent to the closing of the transactions thereunder for the
Company and the Investors to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:




	Definitions.  The following terms shall have the meanings
provided below:

"Additional Shares" shall mean any additional shares of
Common Stock which may be issued or become issuable from time to time upon the
exercise of a Purchased Warrant, or a distribution with respect to, or in
exchange for, or in replacement of a Purchased Warrant, as a result of anti-
dilution provisions of a Purchased Warrant or otherwise.

 "Board of Directors" shall mean the board of directors of
the Company.

"Closing" shall have the meaning ascribed to such term in
the Unit Subscription Agreement.  

"Common Stock" shall mean the common stock, $.001 par value
per share, of the Company.  

"Convertible Securities" means (i)
options to purchase or rights to subscribe for Common Stock, (ii) securities by
their terms convertible into or exchangeable for Common Stock or (iii) options
to purchase or rights to subscribe for such convertible or exchangeable
securities.  

"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and all of the rules and regulations promulgated
thereunder.

"Excluded Stock" shall mean shares of Common
Stock issued by the Corporation (i) issued or issuable to employees, directors
or consultants pursuant to any equity compensation plan approved by the
Company's Board of Directors, (ii) to bona fide leasing companies, strategic
partners, or major lenders, (iii) as the purchase price in a bona fide
acquisition or merger (including reasonable fees paid in connection therewith)
or (iv) upon issuance upon conversion or exercise of the Purchased Warrants.


"Majority Holders" shall mean, at the relevant time of
reference thereto, those Investors holding more than fifty percent (50%)
of the Registrable Shares held by all of the Investors.

"Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the Holders of the Purchased Warrants at any time shall be
entitled to receive, or shall have received, upon the exercise of the Purchased
Warrants, in lieu of or in addition to Common Stock, or which at any time shall
be issuable or shall have been issued in exchange for or in replacement of
Common Stock or Other Securities pursuant to Section 6 of the Purchased Warrants
or otherwise.

"Registrable Shares" shall mean any Shares or any shares of
Common Stock or Other Securities issued or issuable from time to time upon the
exercise of a Purchased Warrant, or a distribution with respect to, in exchange
for, or in replacement of a Purchased Warrant, including without limitation
Additional Shares.  

 "Rule 144" shall mean Rule 144 promulgated under the
Securities Act and any successor or substitute rule, law or provision.

"SEC" shall mean the Securities and Exchange Commission.

 "Securities Act" shall mean the Securities Act of 1933, as
amended, and all of the rules and regulations promulgated thereunder.


	Effectiveness.  This Agreement shall become effective upon the
Closing.


	Mandatory Registration.(a)No later than thirty (30)
days after the Closing, the Company will prepare and file with the SEC a
registration statement on Form S-3 (or, if Form S-3 is not then available to the
Company, on such form of registration statement that is then available to effect
a registration of all Registrable Shares) for the purpose of registering under
the Securities Act all of the Registrable Shares for resale by, and for the
account of, the Investors as selling stockholders thereunder (the
"Registration Statement").  The Registration Statement shall
permit the Investors to offer and sell, on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act, any or all of the Registrable
Shares.  Such  Registration  Statement  also shall cover, to the extent
allowable  under  the  Securities  Act and the rules promulgated thereunder
(including  Rule  416),  such  indeterminate number of additional shares of
Common  Stock  resulting  from  stock  splits,  stock  dividends or similar
transactions with respect to the Registrable Shares.

(b)The Company agrees to use commercially reasonable
efforts to cause the Registration Statement to become effective as soon as
practicable after filing, but in no event later than one hundred twenty (120)
days after filing.



(c)The Company shall be required to keep the Registration Statement, as
amended, effective until such date that is the earlier of (i) two years after
the Closing, (ii) the date when all of the Registrable Shares registered
thereunder shall have been sold, or (iii) such time as all the Registrable
Shares held by the Investors can be sold pursuant to Rule 144(k) and without
compliance with the registration requirements of the Securities Act (such date
is referred to herein as the "Mandatory Registration Termination
Date").  Thereafter, the Company shall be entitled to withdraw the
Registration Statement and the Investors shall have no further right to offer or
sell any of the Registrable Shares pursuant to the Registration Statement (or
any prospectus relating thereto).  

(d)The Company shall not grant any registration rights that are pari
passu with or senior to the registration rights of the Investors under this
Agreement if such registration rights would adversely affect the Investors'
ability to sell Registrable Shares pursuant to the Registration Statement.  The
Company represents that no stockholders other than the Investors have the right
to sell any Common Stock or other securities of the Company pursuant to the
Registration Statement.  



	Obligations of the Company.  In connection with the Company's
obligation under Section 3 hereof to file a Registration Statement with the SEC
and to use its reasonable efforts to cause the Registration Statement to become
effective as soon as practicable after filing, the Company shall, as
expeditiously as reasonably possible, subject to Section 9 hereof:

	Prepare and file with the SEC such amendments and supplements to the
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep the Registration Statement effective until the Mandatory
Registration Termination Date;
	Furnish to the selling Investors such reasonable number of copies of the
Registration Statement, prospectus and preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents
(including, without limitation, prospectus amendments and supplements as are
prepared by the Company in accordance with Section 4(a) above) as the selling
Investors may reasonably request, in order to facilitate the public or other
disposition of such selling Investors' Registrable Shares; 
	Use reasonable efforts to register and qualify the Registrable Shares
covered by the Registration Statement under such other securities or Blue Sky
laws of all states requiring such securities or Blue Sky registration or
qualification, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions; and
	Use reasonable efforts to cause all such Registrable Shares registered
hereunder to be listed on each securities exchange (including without limitation
any Nasdaq market) on which securities of the same class issued by the Company
are then listed.




	Furnish Information.  (a)  It shall be a condition precedent
to the obligations of the Company to take any action pursuant to this Agreement
that the selling Investors shall furnish to the Company such information
regarding them and the securities held by them as the Company shall reasonably
request and as shall be required in order to effect any registration by the
Company pursuant to this Agreement.



(b)The Registration Statement will provide for a plan of distribution
with respect to the Registrable Shares substantially as
follows:  The Registrable Shares may be sold from time to time by the Investors,
or by pledgees, donees, transferees or other successors in interest.  Such sales
may be made on one or more exchanges or in the over-the-counter market, or
otherwise at prices and at terms then prevailing or at prices related to the
then-current market price, or in negotiated transactions.  The Registrable
Shares may be sold by one or more of the following: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to the resale registration statement;
(c) an exchange distribution in accordance with the rules of such exchange; (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and (e) transactions between sellers and purchasers without a
broker/dealer.  In addition, any securities covered by the Registration
Statement which qualify for sale pursuant to Rule 144 may be sold under Rule 144
rather than pursuant to the Registration Statement.  From time to time the
selling Investors may engage in short sales, short sales versus the box, puts
and calls and other transactions in securities of the issuer or derivatives
thereof, and may sell and deliver the shares in connection therewith.  In
effecting sales, brokers or dealers engaged by the selling Investors may arrange
for other brokers or dealers to participate.  Brokers or dealers will receive
commissions or discounts from selling Investors in amounts to be negotiated
immediately prior to the sale.  

	Expenses of Registration.  All expenses incurred in connection
with the registration of the Registrable Shares pursuant to this Agreement
(excluding underwriting, brokerage and other selling commissions and discounts),
including without limitation all registration and qualification and filing fees,
printing expenses, fees and disbursements of counsel for the Company, and the
reasonable fees and disbursements of one counsel for the selling Investors
selected by the selling Investors not to exceed $2,500, shall be borne by the
Company.


	Indemnification.

	To the extent permitted by law, the Company will indemnify and hold harmless
each selling Investor (including the partners or officers, directors and
stockholders of such Investor), and each person, if any, who controls such
selling Investor within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which they may become
subject under the Securities Act, the Exchange Act, and other federal or state
securities laws, or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) (i) arise out of or are based upon
any untrue or alleged untrue statement of any material fact contained in the
Registration Statement, in any preliminary prospectus or final prospectus
relating thereto or in any amendments or supplements to the Registration
Statement or any such preliminary prospectus or final prospectus, (ii) arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading or (iii) arise out of any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any other federal or
state securities law or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any other federal or state securities law; and will
reimburse such selling Investor, or such officer, director or controlling person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this
Section 7(a) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld or
delayed), nor shall the Company be liable in any such case for any such loss,
damage, liability or action to the extent that it arises out of or is based upon
an untrue statement or alleged untrue statement or omission made in connection
with the Registration Statement, any preliminary prospectus or final prospectus
relating thereto or any amendments or supplements to the Registration Statement
or any such preliminary prospectus or final prospectus, in reliance upon and in
conformity with written information furnished expressly for use in connection
with the Registration Statement or any such preliminary prospectus or final
prospectus by the selling Investors, any broker/dealer acting on their behalf or
controlling person with respect to them.
	To the extent permitted by law, each selling Investor will severally and not
jointly indemnify and hold harmless the Company, each of its directors, each of
its officers who have signed the Registration Statement, each person, if any,
who controls the Company within the meaning of the Securities Act, or any
selling Investors, and all other selling Investors against any losses, claims,
damages or liabilities to which the Company or any such director, officer,
controlling person or such other selling Investor may become subject to, under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
untrue or alleged untrue statement of any material fact contained in the
Registration Statement or any preliminary prospectus or final prospectus,
relating thereto or in any amendments or supplements to the Registration
Statement or any such preliminary prospectus or final prospectus, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent and only to the extent that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, in any preliminary prospectus
or final prospectus relating thereto or in any amendments or supplements to the
Registration Statement or any such preliminary prospectus or final prospectus,
in reliance upon and in conformity with written information furnished by the
selling Investor expressly for use in connection with the Registration
Statement, or any preliminary prospectus or final prospectus; and such selling
Investor will reimburse any legal or other expenses reasonably incurred by the
Company or any such director, officer, controlling person, or other selling
Investor in connection with investigating or defending any such loss, claim,
damage, liability or action, provided, however, that the liability
of each selling Investor hereunder (when aggregated with amounts contributed, if
any, pursuant to Section 7(d)) shall be limited to the difference (the
"Difference") between the amount received by such Investor from the
sale of the Registrable Securities pursuant to the Registration Statement and
the amount paid by such Investor to the Company for such Registrable Securities
pursuant to the Unit Subscription Agreement, and provided further,
however, that the indemnity agreement contained in this Section 7(b)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of those
selling Investor(s) against which the request for indemnity is being made (which
consent shall not be unreasonably withheld or delayed).



(c)Promptly after receipt by an indemnified party under this Section 7 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof
and the indemnifying party shall have the right to participate in and, to the
extent the indemnifying party desires, jointly with any other indemnifying party
similarly noticed, to assume at its expense the defense thereof with counsel
mutually satisfactory to the indemnifying parties with the consent of the
indemnified party which consent will not be unreasonably withheld, conditioned
or delayed.  In the event that the indemnifying party assumes any such defense,
the indemnified party may participate in such defense with its own counsel and
at its own expense, provided, however, that the counsel for the
indemnifying party shall act as lead counsel in all matters pertaining to such
defense or settlement of such claim and the indemnifying party shall only pay
for such indemnified party's reasonable legal fees and expenses for the period
prior to the date of its participation in such defense, and provided
further, however, that the indemnified party (together with all
indemnified parties which may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the fees and expenses
to be paid by the indemnifying party, if the representation of the indemnified
party by the counsel retained by the indemnifying party would be inappropriate
due to actual or potential differing interests between the indemnified party and
any other party represented by such counsel in such proceeding.  Notwithstanding
the foregoing, the indemnifying party shall not be obligated to pay the fees of
more than one separate counsel.  The failure to notify an indemnifying party of
the commencement of any such action will not relieve such indemnifying party of
any liability to the indemnified party under this Section 7 (except to the
extent that such failure materially and adversely affects the indemnifying
party's ability to defend such action), nor shall the omission so to notify an
indemnifying party relieve such indemnifying party of any liability which it may
have to any indemnified party otherwise other than under this Section 7.  No
indemnifying party shall, without the consent of the indemnified party, consent
to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation and otherwise in form and substance reasonably satisfactory to the
indemnified party.

	If the indemnification provided in this Section 7 is held by a court
of competent jurisdiction to be unavailable to an indemnified party with respect
to any loss, liability, claim, damage or expense referred to herein, then the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such loss, liability, claim, damage or expense in such proportion as
is appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other in connection with the
statements or omissions that shall have resulted in such loss, liability, claim,
damage or expense, as well as any other relevant equitable considerations;
provided that in no event shall any contribution by an Investor under this
Section 7(d), when aggregated with amounts paid, if any, pursuant to Section
7(b), exceed the Difference.  The relative fault of the indemnifying party and
of the indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.
	The obligations of the Company and Investors under this Section 7 shall
survive the completion of any offering of Registrable Shares in a Registration
Statement under Section 3, and otherwise.
	Notwithstanding anything to the contrary herein, the indemnifying party
shall not be entitled to settle any claim, suit or proceeding without the
written consent of the indemnified party unless in connection with such
settlement the indemnified party receives an unconditional release with respect
to the subject matter of such claim, suit or proceeding.


	Reports Under the Exchange Act.  With a view to making
available to the Investors the benefits of Rule 144 and any other rule or
regulation of the SEC that may at any time permit the Investors to sell the
Registrable Shares to the public without registration, the Company agrees to use
reasonable efforts: (i) to make and keep public information available, as those
terms are understood and defined in the General Instructions to Form S-3, or any
successor or substitute form, and in Rule 144, (ii) to file with the SEC in a
timely manner all reports and other documents required to be filed by an issuer
of securities registered under the Securities Act or the Exchange Act and (iii)
undertake any additional actions reasonably necessary to maintain the
availability of the Registration Statement or the use of Rule 144.


	Selling Procedures.  Any sale of Registrable Shares pursuant
to the registration statement filed in accordance with Section 3 hereof shall be
subject to the following conditions and procedures:

(a)Updating the Prospectus.

	If the Company informs the selling Investor that the Registration Statement
or final prospectus then on file with the SEC is not current or otherwise does
not comply with the Securities Act, the Company shall use its best efforts to
provide to the selling Investor a current prospectus that complies with the
Securities Act as soon as practicable, but in no event later than three (3)
business days after delivery of such notice.  The Company's obligation to update
the Registration Statement or final prospectus under this Section 9(a)(i) shall
not be subject to the limitations of Section 9(a)(ii) or (b) below.
	If the Company requires more than three (3) business days to update the
prospectus under Section 9(a)(i) above, the Company shall have the right to
delay the preparation of a current prospectus that complies with the Securities
Act without explanation to such Investor, subject to the limitations set forth
in Section 9(b) below, for a period of not more than forty-five (45) days (or
two periods which total not more than ninety (90) days in the aggregate) during
any twelve-month period.




(b)General.  Notwithstanding the foregoing, upon receipt of
any notice from the Company of (i) any request by the SEC or any other federal
or state governmental authority during the period of effectiveness of the
Registration Statement for amendments or supplements to the Registration
Statement or related prospectus or for additional information relating to the
Registration Statement, (ii) the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that
purpose, (iii) the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, (iv) the happening of any event
which makes any statement made in the Registration Statement or related
prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or which requires the making of any
changes in the Registration Statement or prospectus so that, in the case of the
Registration Statement, it will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, and that in the case of the
prospectus, it will not contain an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading or (v)
that, in the judgment of the Company's Board of Directors, it is advisable to
suspend use of the prospectus for a discrete period of time due to pending
corporate developments, public filings with the Commission or that there exists
material nonpublic information about the Company that the Board of Directors,
acting in good faith, determines not to disclose in a registration statement,
then the Company may suspend use of the prospectus (each a
"Suspension"), in which case the Company shall promptly so
notify each Investor and each Investor shall not dispose of Registrable Shares
covered by the Registration Statement or prospectus until copies of a
supplemented or amended prospectus are distributed to the Investors or until the
Investors are advised in writing by the Company that the use of the applicable
prospectus may be resumed; provided, however, that,
notwithstanding the foregoing, the Company may suspend use of the prospectus
pursuant to Sections 9(a)(ii), 9(b)(iv) and 9(b)(v), and an Investor may be
prohibited from selling or otherwise disposing of the Registrable Shares covered
by the Registration Statement or prospectus, on not more than two
occasions in total during any twelve-month period and for no more than
ninety (90) days in the aggregate during any such twelve-month period.  The
Company shall use its best efforts to ensure the use of the prospectus may be
resumed as soon as practicable.  The Company shall use its best efforts to
obtain the withdrawal of any order suspending the effectiveness of the
Registration Statement, or the lifting of any suspension of the qualification
(or exemption from qualification) of any of the securities for sale in any
jurisdiction, at the earliest practicable moment.  The Company shall, upon the
occurrence of any event contemplated by clause (iv), prepare a supplement or
post-effective amendment to the Registration Statement or a supplement to the
related prospectus or any document incorporated therein by reference or file any
other required document so that, as thereafter delivered to the purchasers of
the Registrable Shares being sold thereunder, such prospectus will not contain
an untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

	Pre-emptive Rights.  In the event that at any time after the
Original Issue Date the Company proposes to issue additional shares of Common
Stock or Convertible Securities, other than Excluded Stock, and the Investors
collectively hold at least 1,423,768 shares of Common Stock (subject to the
adjustment in the event of a stock split, stock dividend or reverse stock
split), the Company shall send a notice (an "Additional Share Notice") to the
Holder setting forth the terms of such proposed issuance.  The Holder shall be
entitled to purchase the proposed number of shares of Common Stock or
Convertible Securities, proposed to be issued in proportion to the Holder's
Proportionate Percentage (as hereafter defined) on substantially the same terms
set forth in the Additional Share Notice by (a) notice to the Company (the
"Purchase Notice") within 10 days of the date of the Additional Share Notice and
(b) payment of the price for such shares of Common Stock or Convertible
Securities, by wire transfer of immediately available funds or such other method
of payment as the Company may approve, within 10 days after delivery to the
Company of the Purchase Notice.  The "Proportionate Percentage" of the
Holder means the percentage obtained by dividing (a) the aggregate number shares
of Common Stock held by the Holder by (b) the aggregate number of shares of
Common Stock of the Company then issued and outstanding.


	Issuance of Certain Securities.  As long as
the Investors collectively hold at least 1,423,768 shares of Common Stock
(subject to the adjustment in the event of a stock split, stock dividend or
reverse stock split), the Company shall not issue any (a) Convertible Securities
or similar securities that contain a provision that provides for any change or
determination of the applicable conversion price, conversion rate, or exercise
price (or a similar provision which might have a similar effect) based on any
determination of the Market Price or other value of the Company's securities or
any other market based or contingent standard, (b) any preferred stock, debt
instruments or similar securities or investment instruments providing for (i)
preferences or other payments substantially in excess of the original investment
by purchasers thereof or (ii) dividends, interest or similar payments other than
dividends, interest or similar payments computed on an annual basis and not in
excess, directly or indirectly, of a rate equal to twice the interest rate on 10
year US Treasury Notes.  


	
Assignment. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns. In addition, and whether or not any express
assignment shall have been made, the provisions of this Agreement which are for
the benefit of the Investors shall also be for the benefit of and enforceable by
any subsequent holder of any Registrable Securities who has executed a copy of
this Agreement or otherwise indicated its agreement to be bound hereby.  Without
limitation on the Investors' rights to transfer Registrable Securities, the
Company acknowledges that any Investor may, at any time, transfer any of the
Registrable Securities which they may own, beneficially or of record, to (a)
their affiliates, or (b) their partner(s), investor(s), security holder(s) or
beneficial holder(s) pursuant to their organization documents or other
agreements, and that, upon the consummation of any such transfer, the provisions
of this Agreement shall be binding upon and inure to the benefit of each
transferee of such Registrable Securities.


	Entire Agreement.  This Agreement (including the
exhibits hereto) constitutes and contains the entire agreement and understanding
of the parties with respect to the subject matter hereof, and it also supersedes
any and all prior negotiations, correspondence, agreements or understandings
with respect to the subject matter hereof.


	Miscellaneous.

(a)Amendments.  This Agreement may not be amended, modified or
terminated, and no rights or provisions may be waived, except with the written
consent of the Majority Holders and the Company.

(b)Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York.
Each party hereby irrevocably consents and submits to the jurisdiction of any
New York State or United States Federal Court sitting in the State of New York,
County of New York, over any action or proceeding arising out of or relating to
this Agreement and irrevocably consents to the service of any and all process in
any such action or proceeding by registered mail addressed to such party at its
address specified herein (or as otherwise noticed to the other party).  Each
party further waives any objection to venue in New York and any objection to an
action or proceeding in such state and county on the basis of forum non
conveniens.  Each party also waives any right to trial by jury. 

(c)Successors and Assigns.  This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors or assigns.  This Agreement shall also be
binding upon and inure to the benefit of any transferee of any of the
Registrable Shares.  Notwithstanding anything in this Agreement to the contrary,
if at any time any Investor shall cease to own any Registrable Shares, all of
such Investor's rights under this Agreement shall immediately terminate.

(d)Notices

	Any notices, reports or other correspondence (hereinafter collectively
referred to as "correspondence") required or permitted to be
given hereunder shall be sent by mail, courier (overnight or same day) or fax or
delivered by hand to the party to whom such correspondence is required or
permitted to be given hereunder (except that notices of Suspensions or stop
orders must be made by fax).  The date of giving any notice shall be the date of
its actual receipt. 
	All correspondence to the Company shall be addressed as follows:

8X8, Inc.

   2445 Mission College Boulevard

   Santa Clara, California 95054

   Attention: Chief Executive Officer

   Fax number:  (408) 980-0432

with a copy to:


Wilson Sonsini Goodrich & Rosati

   650 Page Mill Road

   Palo Alto, California 94304

   Attention:  John T. Sheridan, Esq.

   Fax number: (650) 493-6811 

	All correspondence to any Investor shall be sent to the most recent address
furnished by the Investor to the Company.
	Any Investor may change the address to which correspondence to it is to be
addressed by notification as provided for herein.

(e)Injunctive Relief.  The parties acknowledge and agree that in
the event of any breach of this Agreement, remedies at law may be inadequate,
and each of the parties hereto shall be entitled to seek specific performance of
the obligations of the other parties hereto and such appropriate injunctive
relief as may be granted by a court of competent jurisdiction.

(f)Attorney's Fees.  If any action at law or in equity is
necessary to enforce or interpret any of the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which such party may
be entitled.

(g)Severability.  If any provision of this Agreement is held by a
court of competent jurisdiction to be unenforceable under applicable law, such
provision shall be replaced with a provision that accomplishes, to the extent
possible, the original business purpose of such provision in a valid and
enforceable manner, and the balance of the Agreement shall be interpreted as if
such provision were so modified and shall be enforceable in accordance with its
terms.

(h)Aggregation of Shares.  Registrable Shares held or acquired by
affiliated entities or persons shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.

(i)Counterparts.  This Agreement may be executed in a number of
counterparts, any of which together shall for all purposes constitute one
Agreement, binding on all the parties hereto notwithstanding that all such
parties have not signed the same counterpart.

 

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Investor
Rights Agreement as of the date and year first above written.
8X8, Inc.

By: ________________________

       Name: 

Title: 

INVESTOR















[                                                   ]

 
By: ________________________

Name: 

Title: 


















Exhibit A

SCHEDULE OF INVESTORS


Orin Hirschman

1231 East 10th Street

Brooklyn, NY  11230

Hershel Berkowitz

441 Yeshiva Lane, Apt 1A

Baltimore, MD 21208

Richard Grossman

259 Oakford Street

West Hempstead, NY 11552

Joshua Hirsch

1 Longfelow Place

Suite 3407

Boston, MA 12114

James Kardon

c/o Hahn & Hessen LLP

488 Madison Avenue

New York, NY 10022

Bryan Martin

_____________

_____________

_____________

Barry Andrews

_____________

_____________

_____________

Huw Rees

_____________

_____________

_____________

Marc Petit-Hugunein

_____________

_____________

_____________