06212004 8K Exhibit 4.2






                                                                                              Exhibit 4.2



	
Void after June __, 2007
	
Warrant No.  ________ 




	
 
	
This Warrant and any securities acquired upon the exercise of this Warrant
have not been registered under the Securities Act of 1933, as amended.  This
Warrant and such securities may not be sold, offered for sale, pledged,
hypothecated or otherwise transferred in the absence of such registration or an
exemption therefrom under said Act.  This Warrant and such securities may not be
transferred except upon the conditions specified in this Warrant, and no
transfer of this Warrant or such securities shall be valid or effective unless
and until such conditions shall have been complied with.
	
 




8X8, INC.

COMMON STOCK PURCHASE WARRANT

8X8, Inc. (the "Company"), having its principal office
at 2445 Mission College Boulevard, Santa Clara, California 95054 hereby
certifies that, for value received, _____________, or assigns, is entitled,
subject to the terms set forth below, to purchase from the Company at any time
on or from time to time after December __, 2004 and before the earlier of (i)
5:00 P.M., New York City time, on June  __, 2007 or (ii) the consummation of any
Change of Control (as defined below), ______________ fully paid and non-
assessable shares of Common Stock of the Company, at the initial Purchase Price
per share (as defined below) of $___.  The number and character of such shares
of Common Stock and the Purchase Price per share are subject to adjustment as
provided herein.

Background.  Pursuant to the Placement Agency Agreement dated
as of June __, 2004 among the Company and A.G. Edwards & Sons, Inc.
("Edwards") and Griffin Securities, Inc.
("Griffin") as agents thereunder, the Company agreed to issue
warrants to purchase an aggregate of up to _________ shares of Common Stock
(subject to adjustment as provided herein) to Edwards and warrant to purchase
aggregate of up to ________ shares of Common Stock (subject to adjustment as
provided herein) to Griffin.

As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

The terms "beneficially own" and "beneficial
owner" shall be construed in accordance with Rule 13d-3 under the
Exchange Act.

The term "Change of Control" means (i) any consolidation or
merger involving the Company pursuant to which the Company's stockholders
immediately prior to the record date applicable to the consolidation or merger
beneficially own less than fifty percent (50%) of the voting securities of the
surviving entity, or in the event that any Person acquires more than
fifty percent (50%) of the voting securities of the Company pursuant to a tender
offer and consummates a merger or consolidation within 12 months of crossing
such fifty percent (50%) threshold, pursuant to which the non-affiliate
stockholders of the Company immediately prior to the consummation of the
consolidation or merger no longer own voting securities of the surviving entity,
or (ii) the sale of all or substantially all of the assets of the
Company to a purchaser which is not an affiliate of the Company.  For the
purposes of this definition, the term "affiliate" shall mean any
person who beneficially owns 50% or more of the Common Stock.


The term "Company" includes the Company and any corporation
which shall succeed to or assume the obligations of the Company hereunder.  The
term "corporation" shall include an association, joint stock company,
business trust, limited liability company or other similar organization.

The term "Common Stock" means the Company's Common Stock,
par value of $0.001.

The term "Exchange Act" means the Securities Exchange Act of
1934 as the same shall be in effect at the time.

The term "Holder" means any record owner of Warrants or
Underlying Securities.

The term "Nasdaq" means the Nasdaq SmallCap Market, Nasdaq
National Market or other principal market on which the Common Stock is
traded.

The "Original Issue Date" means June __, 2004.  

The term "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 Warrants at any time shall be entitled to
receive, or shall have received, upon the exercise of the 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 .

The term "Purchase Price per share" means $___ per share, as
adjusted from time to time in accordance with the terms hereof.

The terms "registered" and "registration"
refer to a registration effected by filing a registration statement in
compliance with the Securities Act, to permit the disposition of Common Stock
(or Other Securities) issued or issuable upon the exercise of Warrants, and any
post-effective amendments and supplements filed or required to be filed to
permit any such disposition.

The term "Securities Act" means the Securities Act of 1933,
as amended, as the same shall be in effect at the time.

The term "Underlying Securities" means any Common Stock or
Other Securities issued or issuable upon exercise of Warrants.

The term "Warrant" means, as applicable, this Warrant or
each right as set forth in this Warrant to purchase one share of Common Stock,
as adjusted.



	Registration, etc.  The Holder shall have the rights to
registration of Underlying Securities issuable upon exercise of the Warrants
that are set forth in the Registration Rights Agreement, dated the Original
Issue Date, between the Company and the Holder (the "Registration Rights
Agreement").

	Sale or Exercise Without Registration.  If, at the time of any
exercise, transfer or surrender for exchange of a Warrant or of Underlying
Securities previously issued upon the exercise of Warrants, such Warrant or
Underlying Securities shall not be registered under the Securities Act, the
Company may require, as a condition of allowing such exercise, transfer or
exchange, that the Holder or transferee of such Warrant or Underlying
Securities, as the case may be, furnish to the Company an opinion of counsel,
reasonably satisfactory to the Company, to the effect that such exercise,
transfer or exchange may be made without registration under the Securities Act,
provided that the disposition thereof shall at all times be within the control
of such Holder or transferee, as the case may be, and provided further that
nothing contained in this Section 2 shall relieve the Company from complying
with any request for registration pursuant to the Registration Rights Agreement.
The first Holder of this Warrant, by acceptance hereof, represents to the
Company that it is acquiring the Warrants for investment and not with a view to
the distribution thereof.

	Exercise of Warrant

 3.1   Exercise in Full.  Subject to the provisions hereof, this Warrant
may be exercised in full by the Holder hereof by surrender of this Warrant, with
the form of subscription at the end hereof duly executed by such Holder, to the
Company at its principal office accompanied by payment, in cash or by certified
or official bank check payable to the order of the Company, in the amount
obtained by multiplying the number of shares of Common Stock issuable upon
exercise of this Warrant by the Purchase Price per share, after giving effect to
all adjustments through the date of exercise.


 3.2   Partial Exercise.  Subject to the provisions hereof, this
Warrant may be exercised in part by surrender of this Warrant in the manner and
at the place provided in Section 3.1 except that the amount payable by the
Holder upon any partial exercise shall be the amount obtained by multiplying
(a) the number of shares of Common Stock (without giving effect to any
adjustment therein) designated by the Holder in the subscription at the end
hereof by (b) the Purchase Price per share.  Upon any such partial
exercise, the Company at its expense will forthwith issue and deliver to or upon
the order of the Holder hereof a new Warrant or Warrants of like tenor, in the
name of the Holder hereof or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may request, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock equal (without giving
effect to any adjustment therein) to the number of such shares called for on the
face of this Warrant minus the number of such shares designated by the Holder in
the subscription at the end hereof.


 3.3   Exercise by Surrender of Warrant or Shares of Common Stock.
In addition to the method of payment set forth in Sections 3.1 and 3.2 and
in lieu of any cash payment required thereunder, the Holder(s) of the Warrants
shall have the right at any time and from time to time to exercise the Warrants
in full or in part by surrendering shares of Common Stock, this Warrant or other
securities issued by the Company in the manner and at the place specified in
Section 3.1 as payment of the aggregate Purchase Price per share for the
Warrants to be exercised.  The number of Warrants or shares of Common Stock to
be surrendered in payment of the aggregate Purchase Price for the Warrants to be
exercised shall be determined by multiplying the number of Warrants to be
exercised by the Purchase Price per share, and then dividing the product thereof
by an amount equal to the Market Price (as defined below) .  The number of
shares of Common Stock or such other securities to be surrendered in payment of
the aggregate Purchase Price for the Warrants to be exercised shall be
determined in accordance with the preceding sentence as if the other securities
had been converted into Common Stock immediately prior to exercise or, in the
case the Company has issued other securities which are not convertible into
Common Stock, at the Market Price thereof.  

 3.4   Definition of Market Price.  As used herein, the phrase
"Market Price" at any date shall be deemed to be (i) if the
principal trading market for such securities is an exchange, the average of the
last reported sale prices per share for the last five previous trading days in
which a sale was reported, as officially reported on any consolidated tape,
(ii) if the principal market for such securities is the over-the-counter
market, the average of the high bid prices per share on such trading days as set
forth by Nasdaq or, (iii) if the security is not quoted on Nasdaq, the
average of the high bid prices per share on such trading days as set forth in
the National Quotation Bureau sheet listing such securities for such days.
Notwithstanding the foregoing, if there is no reported closing price or high bid
price, as the case may be, on any of the ten trading days preceding the event
requiring a determination of Market Price hereunder, then the Market Price shall
be determined in good faith by resolution of the Board of Directors of the
Company, based on the best information available to it.  

 3.5   Company to Reaffirm Obligations.  The Company will, at the
time of any exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing its continuing obligation to afford to such Holder any
rights (including, without limitation, any right to registration of the
Underlying Securities) to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant, provided
that if the Holder of this Warrant shall fail to make any such request, such
failure shall not affect the continuing obligation of the Company to afford such
Holder any such rights.

 3.6   Certain Exercises.  If an exercise of a Warrant or Warrants is
to be made in connection with a registered public offering or sale of the
Company, such exercise may, at the election of the Holder, be conditioned on the
consummation of the public offering or sale of the Company, in which case such
exercise shall not be deemed effective until the consummation of such
transaction.



	Delivery of Stock Certificates, etc., on Exercise.  As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within three business days thereafter, the Company at its own expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct, a
certificate or certificates for the number of fully paid and non-assessable
shares of Common Stock or Other Securities to which such Holder shall be
entitled upon such exercise, plus, in lieu of any fractional share to which such
Holder would otherwise be entitled, cash equal to such fraction multiplied by
the then current Market Price of one full share.

	Subdivisions, Combinations and Other Issuances.  If the
Company shall at any time prior to the expiration of this Warrant subdivide the
Underlying Securities, by split-up or otherwise, or combine its Underlying
Securities, or issue additional shares of its Underlying Securities as a
dividend, the number of Underlying Securities issuable on the exercise of this
Warrant shall forthwith be proportionately increased in the case of a
subdivision or stock dividend, or proportionately decreased in the case of a
combination.  Appropriate adjustments shall also be made to the Purchase Price
payable per share, but the aggregate Purchase Price payable for the total number
of Underlying Securities purchasable under this Warrant (as adjusted) shall
remain the same.  Any adjustment under this Section 5 shall become
effective at the close of business on the date the subdivision or combination
becomes effective, or as of the record date of such dividend, or in the event
that no record date is fixed, upon the making of such dividend.

	Reclassification, Reorganization and Consolidation.  In case
of any reclassification, capital reorganization, or change in the capital stock
of the Company (other than as a result of a subdivision, combination, or stock
dividend provided for in Section 5 above), then the Company shall make
appropriate provision so that the holder of this Warrant shall have the right at
any time prior to the expiration of this Warrant to purchase, at a total price
equal to that payable upon the exercise of this Warrant, the kind and amount of
shares of stock and other securities and property receivable in connection with
such reclassification, reorganization, or change by a holder of the same number
of Underlying Securities as were purchasable by the holder of this Warrant
immediately prior to such reclassification, reorganization, or change In any
such case appropriate provisions shall be made with respect to the rights and
interest of the holder of this Warrant so that the provisions hereof shall
thereafter be applicable with respect to any shares of stock or other securities
and property deliverable upon exercise hereof, and appropriate adjustments shall
be made to the purchase price per share payable hereunder, provided the
aggregate purchase price shall remain the same.

	Further Assurances.  The Company will take all such action as
may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and non-assessable shares of stock upon the exercise of
all Warrants from time to time outstanding.

	Certificate as to Adjustments.  In each case of any adjustment
or readjustment in the shares of Common Stock (or Other Securities) issuable
upon the exercise of the Warrants, the Company at its expense will promptly
compute such adjustment or readjustment in accordance with the terms of the
Warrants and prepare a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is
based, and the number of shares of Common Stock outstanding or deemed to be
outstanding.  The Company will forthwith mail a copy of each such certificate to
each Holder.

Rights of Stockholders.   

	Rights of Stockholders.  No holder of this Warrant shall be
entitled, as a Warrant holder, to vote or receive dividends or be deemed the
holder of any Underlying Securities, nor shall anything contained herein be
construed to confer upon the holder of this Warrant, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings, or to receive subscription rights or otherwise until the Warrant has
been exercised and the Underlying Securities purchasable upon exercise hereof
shall become deliverable as provided herein.

	Reservation of Stock, etc., Issuable on Exercise of Warrants.
The Company will at all times reserve and keep available, solely for
issuance and delivery upon the exercise of the Warrants, all shares of Common
Stock (or Other Securities) from time to time issuable upon the exercise of the
Warrants.

	Listing on Securities Exchanges.  In furtherance and not in
limitation of any other provision of this Warrant, if the Company at any time
shall list any Common Stock on any national securities exchange and shall
register such Common Stock under the Exchange Act, the Company will, at its
expense, simultaneously list on such exchange or Nasdaq, upon official notice of
issuance upon the exercise of the Warrants, and maintain such listing of all
shares of Common Stock from time to time issuable upon the exercise of the
Warrants; and the Company will so list on any national securities exchange or
Nasdaq, will so register and will maintain such listing of, any Other Securities
if and at the time that any securities of like class or similar type shall be
listed on such national securities exchange or Nasdaq by the Company.

	Exchange of Warrants.  Subject to the provisions of Section 2
hereof, upon surrender for exchange of any Warrant, properly endorsed, to the
Company, as soon as practicable (and in any event within three business days)
the Company at its own expense will issue and deliver to or upon the order of
the Holder thereof a new Warrant or Warrants of like tenor, in the name of such
Holder or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may direct, calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the Warrant
or Warrants so surrendered.

	Replacement of Warrants.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction, upon delivery
of an indemnity agreement reasonably satisfactory in form and amount to the
Company or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Company at its expense will execute and deliver, in lieu
thereof, a new Warrant of like tenor.

	Remedies.  The Company stipulates that the remedies at law of
the Holder of this Warrant in the event of any default or threatened default by
the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.

	Negotiability, etc.  Subject to Section 2 above, this Warrant
is issued upon the following terms, to all of which each Holder or owner hereof
by the taking hereof consents and agrees:


	subject to the provisions hereof, title to this Warrant may be transferred
by endorsement (by the Holder hereof executing the form of assignment at the end
hereof) and delivery in the same manner as in the case of a negotiable
instrument transferable by endorsement and delivery;
	subject to the foregoing, any person in possession of this Warrant properly
endorsed is authorized to represent himself as absolute owner hereof and is
empowered to transfer absolute title hereto by endorsement and delivery hereof
to a bona fide purchaser hereof for value; each prior taker or owner waives and
renounces all of his equities or rights in this Warrant in favor of each such
bona fide purchaser and each such bona fide purchaser shall acquire absolute
title hereto and to all rights represented hereby; and
	until this Warrant is transferred on the books of the Company, the Company
may treat the registered Holder hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary.




	Notices, etc.  All notices and other communications from the
Company to the Holder of this Warrant shall be mailed by first class, registered
or certified mail, postage prepaid, at such address as may have been furnished
to the Company in writing by such Holder, or, until an address is so furnished,
to and at the address of the last Holder of this Warrant who has so furnished an
address to the Company.

	Expiration of Warrant; Notice of Certain Events Terminating This
Warrant.

(a)This Warrant shall expire and shall no longer be exercisable upon the
earlier to occur of:


(i)5:00 p.m., New York City time, on June __, 2007; or

(ii)Any Change of Control.



(b)The Company shall provide at least twenty (20) days prior written
notice of any event set forth in Section 17(a)(ii).


	Miscellaneous.  This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought.  This Warrant is being delivered in the state of
Delaware and shall be construed and enforced in accordance with and governed by
the laws of such state.  The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms
hereof.

	Assignability.  Subject to Section 2 hereof, this Warrant is
fully assignable at any time.

Dated: __________ __, 2004


8X8, INC. 

By: ____________________________

    Name: ______________________
    
Title: _____________________













Attest:___________________________


















FORM OR SUBSCRIPTION

(To be executed only upon exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented
by this Warrant, to purchase ___________ shares of Common Stock as provided for
herein and (a) herewith tenders in payment for such shares of Common Stock
payment of the purchase price in full in the form of cash or a certified or
official bank check payable to the order of _______________________, or a
combination thereof in the amount of $_____________, all in accordance with the
terms hereof or [(b) surrender this warrant pursuant to the provisions of
Section 3.3 thereof in exchange for the number of shares of Common Stock
equal to the value of the warrant determined in accordance with
Section 3.3.]

The undersigned requests that a certificate for such shares of Common Stock
be registered in the name of ____________________________ whose address is
____________________________.  If said number of shares of Common Stock is fewer
than all the shares of Common Stock purchasable hereunder, the undersigned
requests that a new Warrant representing the right to purchase the remaining
balance of the shares of Common Stock be registered in the name of
____________________ whose address is ________________________________________
and that such certificates shall be delivered to ____________________________
whose address is ___________________________________.


Dated: _____________________

            _____________________

           (Insert social security or other
identifying number of holder)




	 	
Signature:________________________
Note:(Signature must conform with
all respects to name of holder as specified on the face of this Warrant in every
particular, without alteration or enlargement or any change whatsoever, unless
this Warrant has been assigned.)







Signature Guaranteed: ________________________

















FORM OF ASSIGNMENT

(To be signed only upon transfer of Warrant)

For value received, the undersigned hereby sells, assigns and transfers unto
____________________________ the right represented by the within Warrant to
purchase _________ of Common Stock of 8X8, Inc. to which the within Warrant
relates, and appoints ______________________________ Attorney to transfer such
right on the books of 8X8, Inc. with full power of substitution in the premises.
The Warrant being transferred hereby is one of the Warrants issued by 8X8, Inc.
as of _______ __, 2004 to purchase an aggregate of _________ shares of Common
Stock.

Dated:
____________________________

(Signature must conform in all respects to name of Holder as specified on
the face of the Warrant)

____________________________ 

                  (Address)














____________________________

Signature guaranteed by a Bank

   or Trust Company having its

   principal office in New York City

   or by a Member Firm of the New

   York or American Stock Exchange