March 31 2010 10K Exhibit 10.12




Exhibit 10.12


AGREEMENT BETWEEN


8X8, INC.


CENTRAL HOST, INC.


AND


ANDREW SCHWABECHER



ACQUISITION AGREEMENT


This Acquisition Agreement (the "Agreement") is made and entered into as of May 1, 2010, by and
among 8X8, INC., a Delaware corporation ("8x8" or the "Company"), CENTRAL HOST, INC., a
California corporation ("Central Host") and ANDREW SCHWABECHER, Central Host's sole stockholder
("Stockholder") (each a "Party" and collectively, the "Parties") to be effective as of the
date that first appears in the Agreement.


RECITALS




	Central Host is a company that provides managed hosting services.


	Stockholder is the owner of 4,000 shares of common stock of Central Host (the "Shares"), which Shares
represent 100% of the issued and outstanding shares of capital stock of Central Host.


	8x8 is a company that provides various types of Voice over Internet Protocol ("VoIP") and
communications services.


	8x8 desires to purchase all of the issued and outstanding shares of common stock in the capital of Central Host (the
"Shares") on the terms and conditions hereinafter set forth.

AGREEMENT


NOW, THEREFORE, in consideration of the foregoing premises, and mutual covenants and agreements
hereinafter set forth, the Parties to this Agreement hereby agree as follows:




	Definitions.  As used in this Agreement, terms defined in the preamble and recitals hereto shall have the
respective meanings specified therein and the following terms shall have the meanings set forth below:



	"Acquisition Shares" shall have the meaning provided in Section 3 of the Agreement.


	"Balance Sheet Date" shall have the meaning provided in Section 5.4 of the Agreement.


	"Closing" shall have the meaning provided in Section 4.1 of the Agreement.


	"Closing Date" shall mean the date of the Closing. 


	"Effective Date" shall mean the date that first appears in the Agreement.


	"Employment Agreement" shall have the meaning provided in Section 4.2(b) of the Agreement.


	"Hazardous Material" shall have the meaning provided in Section 5.14 of the Agreement.


	"Intellectual Property" shall have the meaning provided in Section 5.13 of the Agreement.


	"Material Adverse Effect" means, with respect to Party, an effect which is materially adverse to the
business, properties, assets, revenues, operations, financial condition, results of operations or prospects of such
Party.

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	"Person" means an individual, corporation, partnership, limited liability company, joint venture,
association, trust, unincorporated organization or other entity, including a government or political subdivision or an
agency or instrumentality thereof.


	"Securities Act" means the Securities Act of 1933, as amended.


	"Subsidiary" of a corporation means any corporation of which equity securities possessing a majority of
the ordinary voting power in electing the board of directors are, at the time as of which such determination is being
made, owned by such corporation either directly or indirectly or through one or more Subsidiaries.


	Acquisition of Shares.  8x8 agrees to acquire, and Stockholder agrees to sell, all the Shares in exchange
for cash and shares of 8x8 common stock as described in Section 3 of the Agreement.  Stockholder represents and
warrants to 8x8 that Stockholder owns the Shares free and clear of any liens, claims or adverse rights.


	Consideration; Restrictions on Acquisition Shares.  

3.1At the Closing, 8x8 will purchase the Shares for $1,600,000.  Payment for the Shares by 8x8 will be in the
form of $1,000,000 cash and $600,000 of unregistered 8x8 common stock (the "Acquisition Shares"), the
share count of which is based on the trailing 5-day average closing price of 8x8 common stock on the NASDAQ
Exchange as of the Effective Date.  


3.2Stockholder agrees that the Acquisition Shares are being acquired for investment and not with an intent to
resell, will contain a Securities Act restrictive legend, and will only be resold pursuant to an exemption from registration.
In addition, Stockholder agrees that subject to all applicable federal and state securities laws, Stockholder will not,
during the period commencing on the Effective Date and ending on the date which is three years after the Effective
Date, directly or indirectly, sell, offer to sell, pledge, encumber, or otherwise transfer or dispose of (collectively,
"Transfer") any of the Acquisition Shares, provided that: (i) Stockholder may Transfer up to 50% of the
Acquisition Shares after the date which is one year after the Effective Date and (ii) either (A) Stockholder may Transfer
the remaining 50% of the Acquisition Shares after the date which is two years after the Effective Date, if Stockholder has
been continuously employed by 8x8 for said two-year period or (B) Stockholder may Transfer the remaining
50% of the Acquisition Shares after the date which is three years after the Effective Date, if Stockholder has not been
continuously employed by 8x8 for said two-year period.






	Closing.

4.1 Time and Place.  The transactions which are the subject of this Agreement shall be closed
concurrently with the execution hereof or as soon thereafter as the Parties mutually agree (the "Closing").
The Closing shall take place at the offices of 8x8, Inc., 810 W. Maude Avenue, Sunnyvale, California 94085.


4.2 Stockholder Deliverables.  At the Closing, Stockholder shall deliver, or cause to be delivered to
8x8 the following:




	the Agreement, duly executed by Central Host and Stockholder;


	the Employment Offer and Non-Competition Agreement ("Employment Agreement"), duly executed by
Stockholder;


	copies of resolutions of the Board of Directors of Central Host authorizing the execution and delivery by Central
Host of this Agreement, duly certified by the Secretary of Central Host;


	 the share certificate(s) representing the Shares, together with the Assignment Separate from Stock Certificate in
the form attached hereto as Exhibit A duly executed by Stockholder;


	the Resignation in the form attached hereto as Exhibit B duly executed by Stockholder; and

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	all corporate books and records, including, without limitation, the corporate minute book, accounting records and tax
records.

4.3 8x8 Deliverables.  At the Closing, 8x8 shall deliver, or cause to be delivered, to Stockholder, the
following:




	$1,000,000 by wire transfer to such bank account as designed by Stockholder in writing prior the Closing.


	The Acquisition Shares, delivered in the name of Stockholder.


	Representations and Warranties of Central Host and the Stockholder.  Except as disclosed in the
disclosure schedules delivered to 8x8 by Central Host and Stockholder prior to the execution and delivery of this
Agreement, Central Host and the Stockholder jointly and severally represent, warrant, covenant, and agree as
follows:

5.1. Organization and Standing; Articles and By-Laws. Central Host is a corporation duly organized, validly
existing and in good standing under the laws of the State of California. Central Host is qualified, licensed or
domesticated as a foreign corporation and is in good standing in all jurisdictions where the character of its properties
owned or held under lease or the nature of its activities make such qualification necessary. Central Host has all requisite
power and authority and all requisite licenses permits and franchises necessary to own, lease and operate its properties,
and to carry on its business in the manner and in the locations as presently conducted. Copies of the Articles of
Incorporation (as certified by the California Secretary of State) and By-Laws of Central Host have been delivered to 8x8
and are accurate and complete as of the Effective Date. 


5.2. Authorization. Central Host has the requisite corporate power and authority, and Stockholder has all
requisite power and authority, to enter into and carry out the terms and conditions of this Agreement and all the
transactions contemplated hereunder. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by Central Host's Board of Directors and, all corporate
proceedings have been done and no other corporate proceedings on the part of Central Host are necessary to authorize
the execution, delivery and performance by Central Host of this Agreement. This Agreement has been duly executed
and delivered by Central Host and constitutes the valid and binding obligations of Central Host, enforceable in
accordance with its terms.


5.3.  Capitalization; Subsidiaries. 




(a)The Shares represent all of the issued and outstanding shares of capital stock of Central Host and are held
of record and beneficially owned by Stockholder free and clear of any and all liens.  Stockholder is not a party to any
voting trust, proxy or other agreement or understanding with respect to the Shares.  All of the Shares have been duly
authorized, are validly issued, fully paid, and nonassessable and were issued in conformity with all applicable legal
requirements.  


(b)There are no (i) outstanding options, rights (preemptive or otherwise), warrants, calls, convertible equity
interests, stock appreciation, phantom interests, profit participation or similar rights or commitments, or (ii) other
arrangements to which Central Host or Stockholder is a party requiring or restricting the issuance, sale or transfer of the
shares of stock of such legal entities.


(c)Central Host has no Subsidiaries.



5.4. Absence of Certain Changes or Events. Except as heretofore disclosed in writing to 8x8 or as
otherwise contemplated by this Agreement, since Balance Sheet Date (defined in Section 5.6(b)) Central Host has
conducted its business only in the ordinary and usual course consistent with past practice, and there has not been:

(a)any material adverse change in the business, properties, assets, revenues, operations, financial condition,
results of operations or prospects of Central Host;








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(b)any change in accounting methods, principles and practices by Central Host materially affecting its assets,
liabilities or business;


(c)any damage, destruction or loss, whether covered by insurance or not, having a Material Adverse Effect
upon Central Host;


(d)any entry by Central Host into any commitment or transaction material to Central Host which is not in the
ordinary course of business consistent with past practice;


(e)any declaration, payment or setting aside for payment of any dividends; or


(f)any grant to any officer or director of any increase in compensation, or any loan to any officer or director, or
any adoption, amendment in any material respect or termination of any bonus, profit sharing, stock option, employee
stock ownership, pension, retirement, deferred compensation, employment or consulting or other plan, agreement or
arrangement for the benefit of employees of Central Host.



5.5. Litigation and Product Liability Matters; Warranty Obligations. 

(a)Except as set forth in Schedule 5.5, there are no claims, actions, suits or proceedings of any nature
pending or, to the knowledge of Stockholder, threatened against or by Central Host or any of its properties, assets or
business subject to any order, judgment, ruling, or decree of any competent authority.  Central Host has not received
notice of violation of any applicable statute, regulation, code, ordinance, rule, order, judgment, decree or requirement
relating to its operation or its owned or leased properties and to Central Host's knowledge, no such violation exists, in
each case. 


(b)Central Host has no known or anticipated warranty liability or obligations and/or refunds to current or former
Central Host customers for products or services previously provided or shipped to customers prior to the Effective Date.




5.6Financial Statements; Liabilities. 

(a)Copies of the balance sheets for each month from January 2010 through March 2010, and statements of
profit and loss for each month from January 2007 through March 2010, of Central Host have been provided to 8x8
(collectively, the "Financial Statements").  Except as set forth on Schedule 5.6(a), each of the
Financial Statements (including the footnotes thereto, if any) is in accordance with the books and records of Central
Host, has been prepared on a consistent basis with the other Financial Statements, presents fairly and accurately the
financial position, assets and liabilities and results of operations and cash flows of Central Host and its business at the
dates and for the periods indicated, subject (only with respect to the Interim Financial Statements) to normal and
immaterial year-end adjustments and footnote disclosures.  The Financial Statements contain appropriate allowances
and reserves for accounts receivable and other accruals.


(b)As of March 31, 2010 (the "Balance Sheet Date"), Central Host had not any indebtedness or
other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and
whether due or to become due) which was not disclosed in the Financial Statements (including the footnotes thereto).
Except as set forth on Schedule 5.6(b), Central Host has incurred from and after the Balance Sheet Date any
indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or
unliquidated and whether due or to become due), other than current liabilities for trade or business obligations incurred
after the Balance Sheet Date in connection with the purchase of goods or performance of services in the ordinary course
of business and consistent with past practice.









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5.7. Tax Returns. Central Host has accurately prepared and duly and timely filed all federal and state and
all other material income, property, sales and use other applicable tax reports and returns required to be filed (subject to
any extensions applicable to any such filing), and has paid all taxes and other charges required to be paid with respect
to the periods covered by such returns. Central Host has not been and is not delinquent in the payment of any tax,
assessment or governmental charge or executed any waiver of any statute of limitations on the assessment or collection
of any tax. Central Host knows of no basis for the assertion of any deficiencies for any period covered by such tax
reports and returns-or otherwise payable to any taxing authority.


5.8. Title to Assets, Encumbrances. Central Host has good title to all of the properties and assets (real,
personal and mixed, tangible and intangible) that are reflected on Schedule 5.8-A and the Balance Sheet free
and clear of all liens, except for the equipment lease agreements listed on Schedule 5.8-B.  The term "lien" as
used in this Section shall include any mortgage, pledge, security, interest, encumbrance, lien, claim or charge of any
kind.


5.9. No Brokers. All negotiations relative to this Agreement and the transactions contemplated hereby have
been carried on without the intervention of any Person as the result of any act of Central Host in such manner as to give
rise to any claim against any of the parties hereto for a brokerage commission, finder's fee, financial advisor fee or
investment banking fee or other like payment except New Commerce Communications, Inc., whose fees shall be the
sole responsibility of Stockholder.


5.10. Employee Plans, Leases and Contracts. Except as otherwise set forth on Schedule 5.10,
Central Host is not a party to (i) any employee plan or contract that provides for bonuses, pensions, options, stock
purchases, deferred compensation, retirement payments or profit sharing, (ii) any collective bargaining or other contract
or agreement with any labor union, (iii) any real property lease, (iv) any employment, management, severance or
consulting contract or other contracts, agreements or arrangement with any current or former officer, director, employee
of consultant or with any entity in which any of the foregoing is an owner, officer, director, employee or consultant, (v)
any sales representation, agency distribution agreement, or supply contract or arrangement, other than any such
contract which may be terminated upon 30 days notice or less, (vi) any agreement, contract or other arrangement
whereby Central Host has extended warranty protection on any of its products or services for a duration of more than 12
months, (vii) any noncompetition agreement or contract which restricts Central Host from doing business anywhere in
the world, or (viii) any contract or agreement pursuant to which any Person has the right to receive any participation or
other payment which is based or measured in whole or in part upon the gross or net receipts of Central Host, (ix) an
agreement authorizing others to distribute, license, or sell products of Central Host, (x) any written or oral agreement,
granting to others rights in Central Host's intellectual or technological property, or (xi) any other contract or agreement
that includes a purchase or other commitment that is substantially in excess of the normal requirements of its business
or was made at a price or on terms and conditions substantially more onerous than is usual and customary in its
business and which, either individually or in the aggregate, constitute a material liability.


5.11. Minute Books. The minute books of Central Host, copies of which have been delivered to 8x8,
accurately record all actions taken by its stockholders and directors.


5.12. Compliance with Applicable Law.  The business of Central Host is not being conducted in violation of
any applicable law, ordinance, regulation, decree or order of any governmental entity, except for violations which either
singly or in the aggregate do not and are not expected to have a Material Adverse Effect on Central Host. Central Host is
not a party to or subject to any judgment, decree, or order entered in any suit or proceeding brought by any
governmental agency or by any other Person, enjoining Central Host with respect to any business practice, the
acquisition of any property, or the conduct of business in any area.






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5.13. Patents, Trade Names and Other Intellectual Property Rights. 

(a)Central Host owns or is validly licensed or otherwise has the right to use, free and clear of all liens, claims
and restrictions of any kind or nature, any and all patents, trademarks, trade names, service marks, copyrights, trade
secrets, technology, know-how and processes (collectively, "Intellectual Property"), including the trademarks
"Central Host" and the domain "centralhost.com", used in or necessary for the conduct of its business as now conducted
or as proposed to be conducted. 


(b)The operations and products of Central Host do not infringe any Intellectual Property rights of any other
Person.  Central Host has not received any communication alleging or stating that Central Host or any employee has
violated or infringed, or by conducting business as proposed, would violate or infringe any Intellectual Property right of
any other Person. 


(c) Each contract, license, permit or other agreement or instrument which grants to Central Host the right, or
permits Central Host, to manufacture or distribute Central Host's products or services or the products or services of
others, or which is otherwise material (for the purposes of Regulation S-K of the SEC) to the business or operations of
Central Host as currently conducted or as proposed to be conducted (a copy of each such contract, agreement or
instrument has previously been delivered to 8x8 by Central Host and is identified on Schedule 5.13) is in full
force and effect and valid and binding in accordance with its terms, and Central Host is not in default under any of the
material terms thereof, nor has Central Host relinquished, forfeited or waived any of its rights or privileges thereunder
which are material to its ongoing business operations or received a notice of any such default, and, except as set forth
on Schedule 5.13, there exists no event which with notice or the passing of time or both would constitute such
a default or grant to any other party thereto the right to cancel or terminate the same or withhold or suspend its
performance thereunder. 



5.14. Environmental Compliance Matters. Central Host has not received any notice of any claim,
proceeding or investigation under federal, state or local law or any law of any foreign jurisdiction relating to air, soil,
subsurface and water pollution, soil monitoring and the storage, treatment, disposal, removal, remediation, release,
discharge or emission of any Hazardous Material (as defined below) with respect to the business activity of Central Host.
To the best knowledge of Central Host, neither Central Host, any Subsidiary nor any predecessor entity operating or
controlling the business activity of Central Host has ever owned, leased or operated or otherwise controlled any real
property at which a claim or proceeding is presently pending or threatened, nor is aware of the existence of any
condition on any such property which would give rise to any such claim or proceeding under federal, state or local law or
any law of any foreign jurisdiction relating to air, soil, subsurface, water pollution, soil monitoring and the storage,
treatment, disposal, removal, remediation, release, discharge or emission of any Hazardous Material shall mean any
flammables, asbestos, explosives, radioactive materials, hazardous wastes, toxic substances or related materials,
including without limitation, any substances defined as or included in the definition of "hazardous substances",
"hazardous wastes", "hazardous materials", "toxic substances" under any applicable federal, state, local or foreign laws,
rules, regulations or orders or which federal, state, local or foreign laws, rules, regulations or orders designate as
potentially dangerous to public health and/or safety when present in the environment.


5.15. Severance and Employment Agreements. Central Host is not a party to any agreements, and has no
policy of, providing for severance or termination payments to any officer, director consultant or employee of Central
Host.


5.16. No Change of Control Provision. Central Host is not a party or subject to any agreement, contract or
other obligation which would require the making of any payment, other than payments as contemplated by this
Agreement, to any employee, officer, director, or shareholder of Central Host or to any other Person as a result of the
consummation of the transactions contemplated herein.






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5.17. Insurance.  Schedule 5.17 contains a complete and correct list of all policies of insurance of any kind
or nature covering the business or assets of Central Host, including, without limitation, policies of life, fire, theft,
professional services, employee fidelity, directors' and officers' and other casualty and liability insurance, and such
policies are in full force and effect.  


5.18. Board Approval. The Board of Directors of Central Host has duly approved this Agreement.


5.19. Information. All written information provided to 8x8, or its agents, by or on behalf of Central Host
and/or the Stockholder or any of its representatives (including, without limitation, each representation and warranty of
Central Host set forth in this Agreement) is, and Central Host and Stockholder covenants that any such information
provided hereafter shall be, true and correct in all material respects and does not, or shall not, omit any material
statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that
no representation or warranty is made by Central Host as to any financial forecasts or projections previously furnished to
8x8 by Central Host, except that such financial forecast or projection has been prepared in good faith based on
assumptions that are believed by Central Host to have been reasonable at the time or times made.





	Representations and Warranties of 8x8. 8x8 represents, warrants, covenants, and agrees with
Central Host as follows:

6.1. Organization and Standing; Articles and By-Laws. 8x8 is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.  8x8 has all requisite power and authority and all requisite
licenses, permits and franchises necessary to own, lease and operate its properties and assets and to carry on its
business in the manner and in the locations as presently conducted.


6.2. Authorization. 8x8 has the requisite corporate power and authority to enter into and carry out the terms
and conditions of this Agreement and all the transactions contemplated hereunder.


6.3. Enforceability. This Agreement has been fully executed and delivered by 8x8 and constitutes the legal,
valid and binding obligation of 8x8, enforceable against it in accordance with its respective terms.


6.4. Authorization of 8x8 Common Stock. The issuance of the Acquisition Shares at the Closing will have
been duly authorized by all necessary corporate action prior to the Closing Date and, when issued as contemplated by
this Agreement, all such shares of will be validly issued and fully paid, subject to the terms of Section 3 of the
Agreement.


6.5. SEC Reports. 8x8 heretofore has made available to Central Host and Stockholder its proxy statements
with respect to its 2007, 2008 and 2009 annual meetings of stockholders, Annual Reports on Form 10-K for the years
2007, 2008 and 2009, all Current Reports, if any, on Form 8-K and its Quarterly Reports on Form 10-Q for its fiscal
quarters up to, and including the quarter ending December 31, 2009.


6.6. No Brokers. All negotiations relative to this Agreement and the transactions contemplated hereby have
been carried on without the intervention of any Person as the result of any act of 8x8 or any of its Subsidiaries in such
manner as to give rise to any claim against any of the parties hereto for a brokerage commission finder's fee, financial
advisor's fee or investment banking fee or other like payment.


6.7.  Board Approval.  The Board of Directors of 8x8 has duly approved this Agreement.






	Conditions to Closing. The respective obligations of each party to effect the transactions shall be
subject to the fulfillment at or prior to the Effective Date of the following conditions:
7.1. No Legal Action. No preliminary or permanent injunction or other order, decree or ruling issued by any court of
competent jurisdiction, or by any governmental, administrative or regulatory agency or commission, in the United States
preventing the consummation of the sale of assets shall be in effect.






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7.2. Employment Agreement. 8x8 shall have received a duly executed Employment Agreement from
Stockholder, in a form reasonably acceptable to 8x8.






	Survival of Representations; Indemnification.

8.1. Survival of Representations. The respective representations and warranties of the Stockholder, Central
Host, and 8x8 contained in this Agreement or in any Exhibit attached hereto shall survive the Closing.


8.2. Indemnification. 





(a)The Stockholder agrees to indemnify and hold 8x8 and its officers, directors, employees, agents, customers,
partners and vendors harmless from damages, losses or expenses (including, without limitation, reasonable attorneys'
fees and expenses) suffered or paid, directly or indirectly, through application of Central Host's or 8x8's assets or
otherwise, as a result of or arising out of (i) the failure to be true and correct in all respects of any representation or
warranty, or the breach of any covenant, made by the Stockholder or Central Host in this Agreement or in any schedule
attached hereto as of the date of this Agreement and as of the Closing Date. (ii) any payment obligation owing to XO
Communications arising from the matter described on Schedule 5.6(b). 


(b)The obligations to indemnify and hold harmless pursuant to this Section 8.2 shall survive the consummation
of the transactions contemplated by this Agreement.








	Non-Competition. 

9.1.Stockholder agrees that from the Closing Date until the third anniversary following the Closing Date,
Stockholder will not, directly or indirectly, assist in, engage in, have any financial interest in, or participate in any way in,
as an owner, partner, employee, agent, board member or shareholder, any business that involves, in whole or in part,
activities similar to, related to or competitive with the business heretofore or now carried on by Central Host.  


9.2.Stockholder acknowledges that: (i) an essential part of the purchase by 8x8 is the goodwill of Central Host
contained in the Shares and that to protect and preserve such goodwill, the covenants set forth in this Section 9 are not
only reasonable and necessary but required as a condition to 8x8's consummation of the acquisition; (ii) the provisions
of this Section 9 are the product of arm's-length negotiation and are reasonable and necessary to protect and preserve
8x8's interests in and right to the ownership, use and operation of the business of Central Host from and after the
Closing Date; and (iii) 8x8 would be damaged if Stockholder breached the covenants set forth in this Section 9.


9.3.The Parties recognize that damages in the event of a breach by Stockholder of any provision of this Section
9 would be difficult, if not impossible, to ascertain, and it is therefore agreed that 8x8, in addition to and without limiting
any other remedy or right it may have, shall have the right to an injunction or other equitable relief in any court of
competent jurisdiction, enjoining any such breach.  The existence of this right shall not preclude any other rights or
remedies at law or in equity which 8x8 may have relating to a breach of this Section 9. 


9.4Whenever possible, each provision and term of this Section 9 shall be interpreted in a manner to be effective
and valid, but if any provision or term of this Section 9 is held to be prohibited or invalid, then such provision or term shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner
whatsoever the remainder of such provision or term or the remaining provisions or terms of this Section 9.  If any of the
covenants set forth in this Section 9 are held to be unreasonable, arbitrary or against public policy, such covenants shall
be considered divisible with respect to duration, geographic area and scope, and in such lesser duration, geographic
area and scope, shall be effective, binding and enforceable against Stockholder to the greatest extent
permissible.






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	Miscellaneous Provisions.

10.1. Press Releases.  Neither Stockholder nor his advisors, attorneys or agents, nor Central Host prior to
the Closing, shall make any press release or public announcement in connection with the transactions contemplated by
this Agreement without the prior written consent of 8x8.


10.2. Notices. All notices or other communications which are required or permitted hereunder shall be in
writing and sufficient if delivered personally or sent by nationally-recognized overnight courier, specifying next-day
delivery, or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:








	if to 8x8 to:

8x8, Inc.

   ATTN: Chief Executive Officer

   810 West Maude Avenue

   Sunnyvale, CA 94085

   408-727-1885 (phone)

   408-980-0432 (FAX)

   bmartin@8x8.com




	if to Stockholder (or Central Host prior to the Closing) to:

Andrew Schwabecher

   16035 Redwood Lodge Road

   Los Gatos, CA 95033





or to such other address as the party to whom notice is to be given may have furnished to the other party in writing
in accordance herewith.  All such notices or communications shall be deemed to be received (i) in the case of personal
delivery, on the date of such delivery, (ii) in the case of nationally-recognized overnight courier, on the next business day
after the date when sent, and (iii) in the case of mailing, on the third business day following the date on which the piece
of mail containing such communication was posted.


10.3. Severability. Should any Section or any part of a Section within this Agreement be rendered void,
invalid or unenforceable by any court of law for any reason, such invalidity or unenforceability shall not void or render
invalid or unenforceable any other Section or part of a Section in this Agreement.


10.4. Exhibits and Schedules. Each Exhibit and Schedule delivered pursuant to the terms of this
Agreement, each document, instrument and certificate delivered by the parties in connection with the transactions
contemplated hereby constitutes an integral part of this Agreement and are hereby incorporated by reference.


10.5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED BOTH AS TO
VALIDITY AND PERFORMANCE AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA AND THE PARTIES AGREE THAT THIS AGREEMENT IS ENTERED INTO AND SHALL BE
PERFORMED IN SANTA CLARA COUNTY, CALIFORNIA, AND ANY LITIGATION RESULTING HENCEFORTH WILL
TAKE PLACE IN SANTA CLARA COUNTY, CALIFORNIA, TO THE EXTENT POSSIBLE. 


10.6. No Adverse Construction. The rule that a contract is to be construed against the party drafting the
contract is hereby waived, and shall have no applicability in construing this Agreement or any provisions hereto.


10.7. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.






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10.8. Costs and Attorneys' Fees. In the event that any action, suit, or other proceeding is instituted
concerning or arising out of this Agreement, the prevailing party shall recover all of such party's costs, and reasonable
attorneys' fees incurred in each and every such action, suit, or other proceeding, including any and all appeals or
petitions therefrom.


10.9. Successors and Assigns. All rights, covenants and agreements of the parties contained in this
Agreement shall, except as otherwise provided herein, be binding upon and inure to the benefit of their respective
successors and assigns.


10.10. Amendment.  This Agreement may not be amended except by an instrument in writing signed by an
officer on behalf of each of the parties hereto, or an individual in the case of the Stockholder.


10.11. Entire Agreement. This Agreement, the attached schedules referred to in this Agreement, and the
Employment Agreement contain the entire understanding of the parties and there are no further or other agreements or
understandings, written or oral, in effect between the parties relating to the subject matter hereof unless expressly
referred to herein.


10.12. Further Assurances. From time to time after the Closing, each of the parties shall, for no additional
consideration and upon the reasonable request of another party, execute and deliver such other instruments of
conveyance, assignments, agreements and other documents as may be necessary or appropriate to consummate the
transaction contemplated by this Agreement.





[Signature page follow.]


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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above
written.

8X8:


8X8, INC.

   a Delaware corporation



By: ______________________________

       Bryan Martin, Chief Executive Officer



CENTRAL HOST:


CENTRAL HOST, INC.

   a California corporation



By: ______________________________

           Andrew Schwabecher, President



STOCKHOLDER:



 ______________________________

    Andrew Schwabecher



















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