form_addwarrant.htm


    EXHIBIT
4-20



    Exhibit 1.2(b)-2 to Credit
Agreement

     

    NEITHER
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT, OR (B) IF REASONABLY REQUESTED BY THE
COMPANY, AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.  THESE
SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH
SECURITIES.

     

    COMMUNICATION
INTELLIGENCE CORPORATION

     

    [FORM
OF] ADDITIONAL COMMON STOCK PURCHASE WARRANT

     

    Warrant
No. [___________] Dated:_____________

     

    Communication
Intelligence Corporation, a Delaware corporation (the “Company”), hereby certifies
that, for value received, ____________________, or its registered assigns (the
“Holder”), is entitled
to purchase from the Company up to a total of ________ shares of common stock,
$0.01 par value per share (the “Common Stock”), of the
Company (each such share, a “Warrant Share” and all such
shares, the “Warrant
Shares”) at an exercise price equal to $0.14 (as adjusted from time to
time as provided in Section 9, the “Exercise Price”), at any time
from the date hereof and through and including the date that is three years from
the date hereof (the “Expiration Date”), and
subject to the following terms and conditions.  This Warrant (this
“Warrant”) is one of a
series of similar warrants (collectively, the “Warrants”) issued pursuant to
that certain Credit Agreement, dated as of June ___, 2008, by and among the
Company, Phoenix Venture Fund LLC, Michael Engmann and Ronald Goodman (the “Credit
Agreement”).

     

    1. Definitions.  In
addition to the terms defined elsewhere in this Warrant, capitalized terms that
are not otherwise defined herein have the meanings given to such terms in the
Credit Agreement.

     

    2. Registration of
Warrant.  The Company shall register this Warrant, upon records
to be maintained by the Company for that purpose (the “Warrant Register”), in the
name of the record Holder hereof from time to time.  The Company may
deem and treat the registered Holder of this Warrant as the absolute owner
hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.

     

    3. Registration of
Transfers.  The Company shall register the transfer of any
portion of this Warrant in the Warrant Register, upon surrender of this Warrant,
with the Form of Assignment attached hereto as Annex A duly
completed and signed, to the transfer agent or tothe
Company at its address specified herein.  Upon any such registration
or transfer, a new warrant to purchase Common Stock, in 

     

    
      
        
        

      

      
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    EXHIBIT
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    substantially
the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the
portion of this Warrant so transferred shall be issued to the transferee and a
New Warrant evidencing the remaining portion of this Warrant not so transferred,
if any, shall be issued to the transferring Holder.  The acceptance of
the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a
Warrant.

     

    4. Exercise and Duration of
Warrants.

     

    (a) This
Warrant shall be exercisable by the registered Holder at any time and from time
to time on or after June 30, 2008, through and including the Expiration
Date.  At 6:30 p.m. New York City time on the Expiration Date, the
portion of this Warrant not exercised prior thereto shall be and become void and
of no value; provided
that, if on the Expiration Date, there is no effective Registration
Statement covering the resale of the Warrant Shares, then this Warrant shall be
deemed to have been exercised in full (to the extent not previously exercised)
on a “cashless exercise” basis at 6:30 p.m. New York City time on the Expiration
Date.  The Company may not call or redeem any portion of this Warrant
without the prior written consent of the affected Holder.

     

    5. Delivery of Warrant
Shares.

     

    (a) Other
than as may be required in connection with registration of a transfer of this
Warrant, the Holder shall not be required to physically surrender this Warrant
unless this Warrant is being exercised in full.  To effect exercises
hereunder, the Holder shall duly execute and deliver to the Company at its
address for notice set forth herein (or to such other address as the Company may
designate by notice in writing to the Holder), an Exercise Notice in the form of
Annex B hereto,
along with the Warrant Share Exercise Log in the form of Annex C hereto, and
shall pay the Exercise Price, if applicable, multiplied by the number of Warrant
Shares that the Holder intends to purchase hereunder.  The Company
shall promptly (but in no event later than three Trading Days after the Date of
Exercise (as defined herein)) issue or cause to be issued and cause to be
delivered to or upon the written order of the Holder a certificate for the
Warrant Shares issuable upon such exercise.  The Company shall, upon
request of the Holder, and subsequent to the date on which a Registration
Statement covering the resale of the Warrant Shares has been declared effective
by the SEC, use commercially reasonable efforts to deliver Warrant Shares
hereunder electronically through the Depository Trust Corporation or another
established clearing corporation performing similar functions.  A
“Date of Exercise” for
purposes of this Warrant, means the date on which the Holder shall have
delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log
attached to it), appropriately completed and duly signed and (ii) if such Holder
is not utilizing the cashless exercise provisions set forth in this Warrant,
payment of the Exercise Price for the number of Warrant Shares so indicated by
the Holder to be purchased.  If by the third Trading Day after the
Date of Exercise, the Company fails to deliver the required number of Warrant
Shares, the Holder will have the right to rescind the exercise.  If by
the third Trading Day after a Date of Exercise, the Company fails to deliver the
required number of Warrant Shares, and if after such third Trading Day and prior
to the receipt of such Warrant 

     

    
      
        
        

      

      
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    Shares,
the Holder purchases (in an open market transaction or otherwise) shares of
Common Stock to deliver in satisfaction of a sale by the Holder ofWarrant
Shares which the Holder anticipated receiving upon such exercise (a “Buy In”), then the Company
shall (i) pay in cash to the Holder the amount by which (x) the Holder’s total
purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of Warrant Shares that the Company was required to deliver to the Holder
in connection with the exercise at issue by (B) the closing bid price of the
Common Stock on the exercise date and (ii) at the option of the Holder, either
reinstate the portion of the Warrant and equivalent number of Warrant Shares for
which such exercise was not honored or deliver to the Holder the number of
shares of Warrant Shares that would have been issued had the Company timely
complied with its exercise and delivery obligations hereunder.  The
Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy In.

     

    (b) In the
event that a Holder surrenders this Warrant following one or more partial
exercises, the Company shall, provided that the applicable
number of Warrant Shares related to each such partial exercise has been
delivered pursuant to Section 5(a), cancel
such surrendered Warrant and issue or cause to be issued to the Holder, at the
Company’s expense, a New Warrant evidencing the right to purchase the remaining
number of Warrant Shares.

     

    (c) The
Company’s obligations to issue and deliver Warrant Shares in accordance with the
terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of
law by the Holder or any other Person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to the
Holder in connection with the issuance of Warrant Shares.  Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.

     

    6. Charges, Taxes and
Expenses.  Issuance and delivery of certificates for Warrant
Shares upon exercise of this Warrant shall be made without charge to the Holder
for any issue or transfer tax, withholding tax, transfer agent fee or other
incidental tax or expense in respect of the issuance of such certificates, all
of which taxes and expenses shall be paid by the Company; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the registration of any certificates for Warrant Shares or
Warrants in a name other than that of the Holder.  The Holder shall be
responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise
hereof.

     

    7. Replacement of
Warrant.  If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity 

     

    
      
        
        

      

      
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    EXHIBIT
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    (which
shall not include a surety bond), if requested.Applicants
for a New Warrant under such circumstances shall also comply with such other
reasonable regulations and procedures and pay such other reasonable third-party
costs as the Company may prescribe.  If a New Warrant is requested as
a result of a mutilation of this Warrant, then the Holder shall deliver such
mutilated Warrant to the Company as a condition precedent to the Company’s
obligation to issue the New Warrant.

     

    8. Reservation of Warrant
Shares.

     

    (a) The
Company covenants that it will at all times reserve and keep available out of
the aggregate of its authorized but unissued and otherwise unreserved Common
Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares that
are then issuable and deliverable upon the exercise of this entire Warrant, free
from
preemptive rights or any other contingent purchase rights of persons other than
the Holder (after giving effect to the adjustments and restrictions of Section 9, if
any).  The Company covenants that all Warrant Shares so issuable and
deliverable shall, upon issuance and the payment of the applicable Exercise
Price in accordance with the terms hereof, be duly and validly authorized,
issued and fully paid and non-assessable.  The Company will take all
such action as may be necessary to assure that such shares of Common Stock may
be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of any securities exchange or automated
quotation system upon which the Common Stock may be listed.  The
Company will notify its transfer agent for the Common Stock of the reservation
of shares of Common Stock as required under this provision.

     

    (b) Insufficient Authorized
Shares.  If at any time after June 30, 2008, and prior to the
Expiration Date, the Company does not have a sufficient number of authorized and
unreserved shares of Common Stock to satisfy its obligation to reserve for
issuance upon exercise of this Warrant and Warrants of like tenor at least a
number of shares of Common Stock as shall from time to time be necessary to
effect the exercise of all of the Warrants of like tenor then outstanding (an
“Authorized Share
Failure”), then the Company shall promptly take all action necessary to
increase the Company's authorized shares of Common Stock to an amount sufficient
to allow the Company to reserve the required amount for the Warrants of like
tenor then outstanding.  Without limiting the generality of the
foregoing sentence, as soon as practicable after the date of the occurrence of
an Authorized Share Failure, but in no event later than ninety (90) days after
the occurrence of such Authorized Share Failure, the Company shall hold a
meeting of its stockholders for the approval of an increase in the number of
authorized shares of Common Stock.  In connection with such meeting,
the Company shall provide each stockholder with a proxy statement and shall use
commercially reasonable efforts to solicit its stockholders' approval of such
increase in authorized shares of Common Stock and to cause its board of
directors to recommend to the stockholders that they approve such
proposal.

     

    9. Certain
Adjustments.  The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section
9.

     

    (a) Stock Dividends and
Splits.  If at any time while this Warrant is outstanding, the
number of outstanding shares of Common Stock is increased by a stock dividend
payable in shares of Common Stock or by a split-up of shares of Common Stock
orother


     

    
      
        
        

      

      
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    similar
event, then, on the effective date thereof, the number of shares issuable on
exercise of each Warrant shall be increased in proportion to such increase in
outstanding shares and the then applicable Exercise Price shall be
correspondingly decreased, each in accordance with Section
9(h).

     

    (b) Change in Option Price or
Conversion Rate.  If, at any time after the date hereof, (1)
the purchase price or exercise price provided for in any warrants or other
rights to subscribe for or to purchase, or any options for the purchase of,
Common Stock or any stock or security convertible into or exchangeable for
Common Stock that are outstanding as of the date of the Credit Agreement (such
warrants, rights or options being called “Options” and such convertible
or exchangeable stock or securities being called “Convertible Securities”)
issued by the Corporation is reduced, (2) the number of shares into which the
Option is exercisable is increased, (3) the additional consideration, if any,
payable upon the conversion or exchange of any Convertible Securities is
increased (if such consideration is payable to the holder of the Convertible
Securities) or decreased (if such consideration is payable by the holder of the
Convertible Securities), or (4) the rate at which Convertible Securities are
convertible into or exchangeable for Common Stock is increased or the conversion
price is decreased (including, but not limited to, such increases or decreases,
as applicable, under or by reason of provisions designed to protect against
dilution), the Exercise Price in effect at the time of such event shall
forthwith be readjusted to the Exercise Price which would have been in effect at
such time had such Options or Convertible Securities still outstanding provided
for such changed purchase price, additional consideration or conversion rate, as
the case may be, at the time initially granted, issued or sold.

     

    (c) Aggregation of
Shares.  If at any time while this Warrant is outstanding, the
number of outstanding shares of Common Stock is decreased by a consolidation,
combination or reclassification of shares of Common Stock or other similar
event, then, upon the effective date of such consolidation, combination or
reclassification, the number of shares issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in outstanding shares and the
then applicable Exercise Price shall be correspondingly increased.

     

    (d) Replacement of Securities
Upon Reorganization, etc.  If at any time while this Warrant is
outstanding (1) the Company effects any merger or consolidation of the Company
with or into another Person, (2) the Company effects any sale of all or
substantially all of its assets in one or a series of related transactions, (3)
any tender offer or exchange offer (whether by the Company or another Person) is
completed pursuant to which holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (4) the Company
effects any capital reorganization or reclassification of the Common Stock or
any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property (each, a
“Fundamental
Transaction”), then, as a condition of such Fundamental Transaction,
lawful and fair provision shall be made whereby the Holder of the Warrant shall
thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the Warrants and in lieu of the shares of
Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, such shares of stock,
securities, or assets as may be issued or payable with respect to or in exchange
for the number of outstanding shares of such Common Stock equal to the number of
shares of such stock immediately theretofore purchasableand
receivable upon the exercise of the rights represented by the Warrants, had such
Fundamental Transaction not taken place and in such event appropriate provision
shall be made with respect to the rights and interests of the Holder of the
Warrant to the end that the provisions hereof (including, without limitation,
provisions for adjustments of the Exercise Price and of the number of shares
purchasable upon the exercise of the Warrants) shall thereafter be applicable,
as nearly as may be in relation to any share of stock, securities, or assets
thereafter deliverable upon the exercise hereof.  The Company shall
not effect any such Fundamental Transaction unless prior to the consummation
thereof the successor corporation (if other than the Company) resulting from
such Fundamental Transaction, or the corporation purchasing such assets


     

    
      
        
        

      

      
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    in a
Fundamental Transaction, shall assume by written instrument executed and
delivered to the Holders of the Warrants the obligation to deliver to the
Holders of the Warrant such shares of stock, securities, or assets as, in
accordance with the foregoing provisions, such Holders may be entitled to
purchase.  Notwithstanding the foregoing, in the event of any
Fundamental Transaction, other than a Fundamental Transaction in which a
successor entity of the Company that is a publicly traded corporation whose
stock is quoted or listed for trading on a Trading Market (as defined in the
Registration Rights Agreement, dated as of the date hereof, by and among the
Company and the investors signatory thereto (the “Registration Rights
Agreement”)) assumes this Warrant such that the Warrant shall thereafter
be exercisable for the publicly traded common stock of such successor entity,
then, at the written request of the Holder, if and only if such request is
delivered by notice in writing to the Company within 30 Business Days following
the effective date of the Fundamental Transaction, the Company (or the successor
entity) shall purchase this Warrant from the Holder by paying to the Holder,
within five Business Days after such request (or, if later, on the effective
date of the Fundamental Transaction), cash in an amount per Warrant Share equal
to the greater of (A) the Black Scholes value of the remaining unexercised
portion of this Warrant on the date of such request or (B) the Transaction Value
per share of Common Stock outstanding. The terms of any agreement pursuant to
which a Fundamental Transaction is effected shall include terms requiring any
such successor or surviving entity to comply with the provisions of this Section 9(d) and
insuring that the Warrant (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.

     

    “Transaction Value” shall mean
the value on the effective date of the Fundamental Transaction of the net
pre-tax proceeds received or receivable by common stockholders of the Company in
the Fundamental Transaction.  Any proceeds not constituting cash shall
be valued at their fair market value (as determined in good faith by the
Company's Board of Directors after reasonable prior notice of the proposed
determination to the Holder, and an opportunity for the Holder to discuss the
proposed determination with the Company).

    


    (e) Number of Warrant
Shares.  Simultaneously with any adjustment to the Exercise
Price pursuant to this Section 9, the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall be
increased or decreased proportionately, so that after such adjustment the
aggregate Exercise Price payable hereunder for the adjusted number of Warrant
Shares shall be the same as the aggregate Exercise Price in effect immediately
prior to such adjustment.

     

    (f) Calculations.  All
calculations under this Section 9 shall be
made to the nearest cent or the nearest 1/100th of a share, as
applicable.  The number of shares of CommonStock
outstanding at any given time shall not include shares owned or held by or for
the account of the Company, and the disposition of any such shares shall be
considered an issue or sale of Common Stock.

     

    
      
        
        

      

      
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    (g) Notice of
Adjustments.  Upon the occurrence of each adjustment pursuant
to this Section
9, the Company at its expense will promptly compute such adjustment in
accordance with the terms of this Warrant and prepare a certificate setting
forth such adjustment, including a statement of the adjusted Exercise Price and
adjusted number or type of Warrant Shares or other securities, cash or property
issuable upon exercise of this Warrant (as applicable), describing the
transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based.  Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and
to the Company’s transfer agent.

     

    (h) Notice of Corporate
Events.  If the Company (i) declares a dividend or any other
distribution of cash, securities or other property in respect of its Common
Stock, including without limitation any granting of rights or warrants to
subscribe for or purchase any capital stock of the Company or any Subsidiary,
(ii) authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction or (iii) authorizes the
voluntary dissolution, liquidation or winding up of the affairs of the Company,
then the Company shall deliver to the Holder a notice describing the material
terms and conditions of such transaction, at least ten Business Days prior to
the applicable record or effective date on which a Person would need to hold
Common Stock in order to participate in or vote with respect to such
transaction, and the Company will take all steps reasonably necessary in order
to insure that the Holder is given the practical opportunity to exercise this
Warrant prior to such time so as to participate in or vote with respect to such
transaction; provided,
however, that the
failure to deliver such notice or any defect therein shall not affect the
validity of the corporate action required to be described in such
notice.

     

    (i) Rights Upon Distribution Of
Assets.  If the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to Holders of
shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time
after the issuance of this Warrant, then, in each such case the Company shall
take a record of the holders of its Common Stock for the purpose of entitling
them to receive such Distribution and such record date shall be deemed to be the
date of such Distribution (the “Record Date”), then, in each
such case:

     

    (A)           any
Exercise Price in effect immediately prior to the close of business on the
record date fixed for the determination of holders of shares of Common Stock
entitled to receive the Distribution shall be reduced, effective as of the close
of business on such record date, to a price determined by multiplying such
Exercise Price by a fraction of which (I) the numerator shall be the closing bid
price of the shares of Common Stock on the Trading Day immediately preceding
such record date minus the fair market value of the Distribution (as determined
in good faith by the Company's Board of Directors) applicable to one share of
Common Stock, and (II) the denominator shall be the closing bid price of the
shares of Common Stock on the Trading Day immediately preceding such record
date; and

     

    
      
        
        

      

      
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    (B)           the
number of Warrant Shares shall be increased to a number of shares equal to the
number of shares of Common Stock obtainable immediately prior to the close of
business on the record date fixed for the determination of holders of shares of
Common Stock entitled to receive the Distribution multiplied by the reciprocal
of the fraction set forth in the immediately preceding paragraph (A); provided that in the event
that the Distribution is of shares of Common Stock (or common stock) (“Other Shares of Common
Stock”) of a company whose common shares are traded on a national
securities exchange or a national automated quotation system, then the Holder
may elect to receive a warrant to purchase Other Shares of Common Stock in lieu
of an increase in the number of Warrant Shares, the terms of which shall be
identical to those of this Warrant, except that such warrant shall be
exercisable into the number of shares of Other Shares of Common Stock that would
have been payable to the Holder pursuant to the Distribution had the Holder
exercised this Warrant immediately prior to such record date and with an
aggregate exercise price equal to the product of the amount by which the
exercise price of this Warrant was decreased with respect to the Distribution
pursuant to the terms of the immediately preceding paragraph (A) and the number
of Warrant Shares calculated in accordance with the first part of this paragraph
(B).

     

    


    (j) Treasury
Shares.  The number of shares of Common Stock outstanding at
any given time shall not include shares owned or held by or for the account of
the Company, and the disposition of any such shares shall be considered an issue
or sale of Common Stock for the purpose of this Section
9.

     

    


    10. Payment of Exercise
Price.  The Holder shall pay the Exercise Price in immediately
available funds; provided, however, the Holder, in its
sole discretion, may also satisfy its obligation to pay the Exercise Price
through one of the following means:

     

    (a) A
“cashless exercise,” in which event the Company shall issue to the Holder the
number of Warrant Shares determined as follows:

     

    
      	 
      	
              X =
      Y [(A-B)/A]

            
	
              where:

            	 
      
	 
      	
              X =
      the number of Warrant Shares to be issued to the
Holder.

            
	 
      	 
      
	 
      	
              Y =
      the number of Warrant Shares with respect to which this Warrant is being
      exercised.

            
	 
      	 
      
	 
      	
              A =
      the average of the Closing Prices for the five Trading Days immediately
      prior to (but not including) the Exercise Date.

            
	 
      	 
      
	 
      	
              B =
      the Exercise Price.

            


    

    


    For
purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed

     

    
      
        
        

      

      
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    to have
been acquired by the Holder, and the holding period for the Warrant Shares shall
be deemed to have commenced, on the date this Warrant was originally
issued.

     

    (b) Reduction
in the amount of its Loan as evidenced by any Note or Additional Note in an
amount equal to the Exercise Price multiplied by the number of Warrant Shares to
be issued to the Holder, up to the unpaid outstanding obligations under such
Note or Additional Note.  To the extent that the Exercise Price
multiplied by the number of Warrant Shares to be issued to the Holder exceeds
the outstanding obligations under such Note or Additional Note, the holder may
pay such excess by any other means permitted hereunder.  In the event
that the Holder chooses to exercise all or part of this Warrant pursuant to this
paragraph, the Holder shall deliver the Note or Additional Note, as the case may
be, to the Company and, the Company shall, upon such exercise, issue to or at
the direction of the Holder, a new Note or Additional Note, as the case may be,
that reflects such reduced principal amount (provided that, if such
reduced principal amount is zero, no such new Note or Additional Note shall be
issued).

     

    11. Fractional
Shares.  The Company shall not be required to issue or cause to
be issued fractional Warrant Shares on the exercise of this
Warrant.  If any fraction of a Warrant Share would, except for the
provisions of this Section, be issuable upon exercise of this Warrant, the
number of Warrant Shares to be issued will be rounded up to the nearest whole
share.

     

    12. Notices.  Any
and all notices or other communications or deliveries hereunder (including
without limitation any Exercise Notice) shall be in writing and shall be deemed
given and effective on the earliest of (i) the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in the Credit Agreement prior to 6:30 p.m. (New York City time) on a
Trading Day, (ii) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in the Credit Agreement on a day that is not a Trading Day or later
than 6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day
following the date of mailing, if sent by nationally recognized overnight
courier service or (iv) upon actual receipt by the party to whom such notice is
required to be given.  The address for such notices or communications
shall be as set forth in the Credit Agreement or at such other address as the
Holder shall notify the Company.

     

    13. Registration Rights
Agreement.  The Warrant Shares for which this Warrant is
exercisable are entitled to the benefits and subject to the limitations of the
Registration Rights Agreement, which include registration rights for the Warrant
Shares.

     

    14. Warrant
Agent.  The Company shall serve as warrant agent under this
Warrant.  Upon 10 days’ notice to the Holder, the Company may appoint
a new warrant agent.  Any corporation into which the Company or any
new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party or
any corporation to which the Company or any new warrant agent transfers
substantially all of its corporate trust or shareholders services business shall
be a successor warrant agent under this Warrant without any further
act.  Any such successor warrant agent shall promptly cause notice of
its succession as warrant agent to be mailed (by first class mail, postage
prepaid) to the Holder at the Holder’s last address as shown on the Warrant
Register.

     

    
      
        
        

      

      
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    EXHIBIT
4-20

     

    15. Miscellaneous.

     

    (a) Subject
to the restrictions on transfer set forth herein, this Warrant and the
registration rights set forth in the Registration Rights Agreement may be
assigned by the Holder in whole or in part.  This Warrant may not be
assigned by the Company except to a successor in the event of a sale of all or
substantially all of the Company’s assets or a merger or acquisition of the
Company.  This Warrant shall be binding on and inure to the benefit of
the parties hereto and their respective successors and
assigns.  Subject to the preceding sentences, nothing in this Warrant
shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this
Warrant.  This Warrant may be amended only in writing signed by the
Company and the Holder and their successors and assigns.

     

    (b) The
Company will not, by amendment of its governing documents or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be reasonably necessary or appropriate in order
to protect the rights of the Holder against impairment.  Without
limiting the generality of the foregoing, the Company (i) will not increase the
par value of any Warrant Shares above the amount payable therefor on such
exercise, (ii) will take all such action as may be reasonably necessary or
appropriate in order that the Company may validly and legally issue fully paid
and non-assessable Warrant Shares on the exercise of this Warrant, and (iii)
will not close its stockholder books or records in any manner which interferes
with the timely exercise of this Warrant.

     

    (c) GOVERNING LAW; VENUE; WAIVER
OF JURY TRIAL.  ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.  EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK,
BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION
DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT,
ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER.  EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF


     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    EXHIBIT
4-20

     

    PROCESS
AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY
(WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES
TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCHSERVICE
SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF.  NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY
ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.  THE
COMPANY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

     

    (d) The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.

     

    (e) In case
any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.

     

    (f) Prior to
exercise of this Warrant, the Holder hereof shall not, by reason of being a
Holder, be entitled to any rights of a stockholder with respect to the Warrant
Shares.

     

    


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    EXHIBIT 4-20

    
 

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
authorized officer as of the date first indicated above.

     

    
      	 
      
	
              COMMUNICATION
      INTELLIGENCE CORPORATION

            
	 
      
	 
      
	
              By:                                                                

            
	
              Name:                                                                

            
	
              Title:                                                                

            


    

     

     

     

     

     

     

     

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