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                                                                    Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

                          COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                       FIRST VIRTUAL COMMUNICATIONS, INC.

                  THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") CERTIFIES
that, for value received, _____________ (the "Holder"), is entitled, upon the
terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date of issuance of this Warrant (the
"Initial Exercise Date") and on or prior to the fifth anniversary of the Initial
Exercise Date (the "Termination Date") but not thereafter, to subscribe for and
purchase from First Virtual Communications, Inc., a corporation incorporated in
the State of Delaware (the "Company"), up to ____________ shares (the "Warrant
Shares") of Common Stock, par value $0.001 per share, of the Company (the
"Common Stock"). The purchase price of one share of Common Stock (the "Exercise
Price") under this Warrant shall be $1.77, subject to adjustment hereunder. The
Exercise Price and the number of Warrant Shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein. CAPITALIZED TERMS
USED AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THAT
CERTAIN SECURITIES PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT"), DATED NOVEMBER
6, 2003, AMONG THE COMPANY AND THE PURCHASERS SIGNATORY THERETO.

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                  1.       Title to Warrant. Prior to the Termination Date and
subject to compliance with applicable laws and Section 7 of this Warrant, this
Warrant and all rights hereunder are transferable, in whole or in part, at the
office or agency of the Company by the Holder in person or by duly authorized
attorney, upon surrender of this Warrant together with the Assignment Form
annexed hereto properly endorsed. The transferee shall sign an investment letter
in form and substance reasonably satisfactory to the Company.

                  2.       Authorization of Shares. The Company covenants that
all Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).

                  3.       Exercise of Warrant.


                           (a)      Subject to Section 3(c) below, exercise of
         the purchase rights represented by this Warrant may be made at any time
         or times on or after the Initial Exercise Date and on or before the
         Termination Date by delivery to the Company of a duly executed
         facsimile copy of the Notice of Exercise Form annexed hereto (or such
         other office or agency of the Company as it may designate by notice in
         writing to the registered Holder at the address of such Holder
         appearing on the books of the Company); provided, however, within 5
         Trading Days of the date said Notice of Exercise is delivered to the
         Company, the Holder shall have surrendered this Warrant to the Company
         and the Company shall have received payment of the aggregate Exercise
         Price of the shares thereby purchased (and all taxes required to be
         paid by the Holder, if any, pursuant to Section 5 prior to the issuance
         of such shares) by wire transfer or cashier's check drawn on a United
         States bank. Certificates for shares purchased hereunder shall be
         delivered to the Holder within 3 Trading Days from the delivery to the
         Company of the Notice of Exercise Form by facsimile copy, surrender of
         this Warrant and payment of the aggregate Exercise Price as set forth
         above ("Warrant Share Delivery Date). This Warrant shall be deemed to
         have been exercised on the later of the date the Notice of Exercise is
         delivered to the Company by facsimile copy, the date the Exercise Price
         (and all taxes required to be paid by the Holder, if any, pursuant to
         Section 5 prior to the issuance of such shares) is received by the
         Company, and the date the Warrant is surrendered to the Company (or
         evidence of loss, theft or destruction thereof and security or
         indemnity reasonably satisfactory to the Company) (the later date, the
         "Exercise Date"). The Warrant Shares shall be deemed to have been
         issued, and Holder or any other person so designated to be named
         therein shall be deemed to have become a holder of record of such
         shares for all purposes, as of the close of business on the Exercise
         Date. If the Company fails to deliver to the Holder a certificate or
         certificates representing the Warrant Shares pursuant to this Section
         3(a) by the third Trading Day following the Warrant Share Delivery
         Date, then the Holder will have the right to rescind such exercise. In
         addition to any other rights available to the Holder, if the Company
         fails to deliver to the Holder a certificate or certificates
         representing the Warrant Shares pursuant to an exercise by the seventh

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         Trading Day after the Warrant Share Delivery Date, and if after such
         day the Holder is required by its broker to purchase (in an open market
         transaction or otherwise) shares of Common Stock to deliver in
         satisfaction of a sale by the Holder of the Warrant Shares which the
         Holder anticipated receiving upon such exercise (a "Buy-In"), then the
         Company shall (1) 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 times (B) the price at which the sell order giving
         rise to such purchase obligation was executed, and (2) 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 Common Stock that would
         have been issued had the Company timely complied with its exercise and
         delivery obligations hereunder. For example, if the Holder purchases
         Common Stock having a total purchase price of $11,000 to cover a Buy-In
         with respect to an attempted exercise of shares of Common Stock with an
         aggregate sale price giving rise to such purchase obligation of
         $10,000, under clause (1) of the immediately preceding sentence the
         Company shall be required to pay the Holder $1,000. The Holder shall
         provide the Company written notice indicating the amounts payable to
         the Holder in respect of the Buy-In, together with applicable
         confirmations and other evidence reasonably requested by the Company.
         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.

                           (b)      If this Warrant shall have been exercised in
         part, the Company shall, at the time of delivery of the certificate or
         certificates representing Warrant Shares, deliver to Holder a new
         Warrant evidencing the rights of Holder to purchase the unpurchased
         Warrant Shares called for by this Warrant, which new Warrant shall in
         all other respects be identical with this Warrant.

                           (c)      The Company shall not effect any exercise of
         this Warrant, and the Holder shall not have the right to exercise any
         portion of this Warrant, pursuant to Section 3(a) or otherwise, to the
         extent that after giving effect to such issuance after exercise, the
         Holder (together with the Holder's affiliates), as set forth on the
         applicable Notice of Exercise, would beneficially own in excess of
         4.99% of the number of shares of the Common Stock outstanding
         immediately after giving effect to such issuance. For purposes of the
         foregoing sentence, the number of shares of Common Stock beneficially
         owned by the Holder and its affiliates shall include the number of
         shares of Common Stock issuable upon exercise of this Warrant with
         respect to which the determination of such sentence is being made, but
         shall exclude the number of shares of Common Stock which would be
         issuable upon (A) exercise of the remaining, nonexercised portion of
         this Warrant beneficially owned by the Holder or any of its affiliates
         and (B) exercise or conversion of the unexercised or nonconverted
         portion of any other securities of the Company (including, without
         limitation, any other Warrants) subject to a limitation on conversion
         or exercise analogous to the limitation contained herein beneficially
         owned by

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         the Holder or any of its affiliates. Except as set forth in the
         preceding sentence, for purposes of this Section 3(c), beneficial
         ownership shall be calculated in accordance with Section 13(d) of the
         Exchange Act. To the extent that the limitation contained in this
         Section 3(c) applies, the determination of whether this Warrant is
         exercisable (in relation to other securities owned by the Holder) and
         of which a portion of this Warrant is exercisable shall be in the sole
         discretion of such Holder, and the submission of a Notice of Exercise
         shall be deemed to be such Holder's determination of whether this
         Warrant is exercisable (in relation to other securities owned by such
         Holder) and of which portion of this Warrant is exercisable, in each
         case subject to such aggregate percentage limitation, and the Company
         shall have no obligation to verify or confirm the accuracy of such
         determination. For purposes of this Section 3(c), in determining the
         number of outstanding shares of Common Stock, the Holder may rely on
         the number of outstanding shares of Common Stock as reflected in (x)
         the Company's most recent Form 10-Q or Form 10-K, as the case may be,
         (y) a more recent public announcement by the Company or (z) any other
         notice by the Company or the Company's transfer agent setting forth the
         number of shares of Common Stock outstanding. Upon the written or oral
         request of the Holder, the Company shall within two Trading Days
         confirm orally and in writing to the Holder the number of shares of
         Common Stock then outstanding. In any case, the number of outstanding
         shares of Common Stock shall be determined after giving effect to the
         conversion or exercise of securities of the Company, including this
         Warrant, by the Holder or its affiliates since the date as of which
         such number of outstanding shares of Common Stock was reported. The
         provisions of this Section 3(c) may be waived by the Holder upon, at
         the election of the Holder, not less than 61 days' prior notice to the
         Company, and the provisions of this Section 3(c) shall continue to
         apply until such 61st day (or such later date, as determined by the
         Holder, as may be specified in such notice of waiver).

                           (d)      If at any time after one year from the date
         of issuance of this Warrant there is no effective Registration
         Statement registering the resale of the Warrant Shares by the Holder,
         this Warrant may also be exercised at such time by means of a "cashless
         exercise" in which the Holder shall be entitled to receive a
         certificate for the number of Warrant Shares equal to the quotient
         obtained by dividing [(A-B) (X)] by (A), where:

                  (A) = the Closing Price on the Trading Day immediately
                        preceding the date of such election;

                  (B) = the Exercise Price of the Warrants, as adjusted; and

                  (X) = the number of Warrant Shares issuable upon exercise
                        of the Warrants in accordance with the terms of this
                        Warrant.

                           (e)      Subject to the provisions of this Section 3,
         if after the first anniversary of the Initial Exercise Date each VWAP
         (as defined below) for any twenty consecutive Trading Days (the
         "Measurement Price") (such period commencing only after such
         anniversary date) exceeds the then Exercise Price (as adjusted under
         this Warrant) by 200% (the "Threshold Price"), then the Company may,
         within three Trading Days of such period, call for cancellation of all
         or any portion of this Warrant for which a Notice of Exercise

                                       4

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         has not yet been delivered (such right, a "Call"). To exercise this
         right, the Company must deliver to the Holder an irrevocable written
         notice (a "Call Notice"), indicating therein the portion of the
         unexercised portion of this Warrant to which such notice applies. If
         the conditions set forth below for such Call are satisfied from the
         period from the date of the Call Notice through and including the Call
         Date (as defined below), then any portion of this Warrant subject to
         such Call Notice for which a Notice of Exercise shall not have been
         received by the Company from and after the date of the Call Notice will
         be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Day
         after the date of the Call Notice is received by the Holder (such date,
         the "Call Date"). Any unexercised portion of this Warrant to which the
         Call Notice does not pertain, if any, will be unaffected by such Call
         Notice. In furtherance thereof, the Company covenants and agrees that
         it will honor all Notices of Exercise with respect to Warrant Shares
         subject to a Call Notice that are tendered from the time of delivery of
         the Call Notice on the Call Date. The parties agree that any Notice of
         Exercise delivered following a Call Notice shall first reduce to zero
         the number of Warrant Shares subject to such Call Notice prior to
         reducing the remaining Warrant Shares available for purchase under this
         Warrant. For example, if (x) this Warrant then permits the Holder to
         acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant
         Shares, and (z) prior to the Call Date the Holder tenders a Notice of
         Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the
         right under this Warrant to acquire 25 Warrant Shares will be
         automatically cancelled, (2) the Company, in the time and manner
         required under this Warrant, will have issued and delivered (or be
         required to issue and deliver) to the Holder 50 Warrant Shares in
         respect of the exercises following receipt of the Call Notice, and (3)
         the Holder may, until the Termination Date, exercise this Warrant for
         cash by payment of the aggregate Exercise Price then in effect for 25
         Warrant Shares (subject to adjustment as herein provided and subject to
         subsequent Call Notices and the other terms and conditions of this
         Warrant). Subject again to the provisions of this Section 3, the
         Company may deliver subsequent Call Notices for any portion of this
         Warrant for which the Holder shall not have delivered a Notice of
         Exercise. Notwithstanding anything to the contrary set forth in this
         Warrant, the Company may not require the cancellation of this Warrant
         pursuant to this Section 3(d) (and any Call Notice will be void),
         unless, from the beginning of the 20 consecutive Trading Days used to
         determine whether the Common Stock has achieved the Threshold Price
         through the Call Date, (i) the Company shall have honored in accordance
         with the terms of this Warrant all Notices of Exercise delivered prior
         to the Call Date, (ii) the Registration Statement shall be effective as
         to all Warrant Shares and the prospectus thereunder available for use
         by the Holder for the resale of all such Warrant Shares (and the
         Company is not aware of any event or occurrence that would make it
         appropriate for the Company to suspend the effectiveness of the
         Registration Statement), (iii) the Warrant Shares shall be listed or
         quoted for trading on the Principal Market and trading in the Common
         Stock shall not have been suspended (and the Company is not then aware
         of any event or occurrence that would required trading to be suspended)
         and (iv) such issuance would be permitted in full without violating the
         limitations set forth in Section 3(c).

                  "VWAP" means, for any date, the price determined by the first
         of the following clauses that applies: (a) if the Common Stock is then
         listed or quoted on a Trading Market, the daily volume weighted average
         price of the Common Stock for such date (or

                                       5

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         the nearest preceding date) on the Trading Market on which the Common
         Stock is then listed or quoted as reported by Bloomberg Financial L.P.
         (based on a trading day from 9:30 a.m. Eastern Time to 4:02 p.m.
         Eastern Time); (b) if the Common Stock is not then listed or quoted on
         a Trading Market and if prices for the Common Stock are then quoted on
         the OTC Bulletin Board, the volume weighted average price of the Common
         Stock for such date (or the nearest preceding date) on the OTC Bulletin
         Board; (c) if the Common Stock is not then listed or quoted on the OTC
         Bulletin Board and if prices for the Common Stock are then reported in
         the "Pink Sheets" published by the National Quotation Bureau
         Incorporated (or a similar organization or agency succeeding to its
         functions of reporting prices), the most recent bid price per share of
         the Common Stock so reported; or (d) in all other cases, the fair
         market value of a share of Common Stock as determined by an independent
         appraiser selected in good faith by the Purchasers and reasonably
         acceptable to the Company.

                  4.       No Fractional Shares or Scrip. No fractional shares
or scrip representing fractional shares shall be issued upon the exercise of
this Warrant. As to any fraction of a share which Holder would otherwise be
entitled to purchase upon such exercise, the Company shall pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price.

                  5.       Charges, Taxes and Expenses. Issuance of certificates
for Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Company, and
such certificates shall be issued in the name of the Holder or in such name or
names as may be directed by the Holder; provided, however, that in the event
certificates for Warrant Shares are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the Holder; and the
Company may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

                  6.       Closing of Books. The Company will not close its
stockholder books or records in any manner which prevents the timely exercise of
this Warrant, pursuant to the terms hereof.

                  7.       Transfer, Division and Combination.

                           (a)      Subject to compliance with any applicable
         securities laws and the conditions set forth in Sections 1 and 7(e)
         hereof and to the provisions of Section 4.1 of the Purchase Agreement,
         this Warrant and all rights hereunder are transferable, in whole or in
         part (provided that if the Warrant is being transferred in part, the
         portion of this Warrant being transferred shall represents the right to
         purchase at least 100,000 Warrant Shares (or such lesser amount
         comprising the entire number of Warrant Shares then underlying this
         Warrant and subject to adjustment as provided herein), upon surrender
         of this Warrant at the principal office of the Company, together with a
         written assignment of this Warrant substantially in the form attached
         hereto duly executed by the Holder or its agent or attorney and funds
         sufficient to pay any transfer taxes payable upon the making of such
         transfer. Upon such surrender and compliance with the conditions
         referenced in

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         the preceding sentence, if required, such payment, the Company shall
         execute and deliver a new Warrant or Warrants in the name of the
         assignee or assignees and in the denomination or denominations
         specified in such instrument of assignment, and shall issue to the
         assignor a new Warrant evidencing the portion of this Warrant not so
         assigned, and this Warrant shall promptly be cancelled. A Warrant, if
         properly assigned, may be exercised by a new holder for the purchase of
         Warrant Shares without having a new Warrant issued.

                           (b)      Subject to compliance with Section 7(a), as
         to any transfer which may be involved in such division or combination,
         (i) this Warrant may be divided or combined with other Warrants upon
         presentation hereof at the aforesaid office of the Company, together
         with a written notice specifying the names and denominations in which
         new Warrants are to be issued, signed by the Holder or its agent or
         attorney, and (ii) the Company shall execute and deliver a new Warrant
         or Warrants in exchange for the Warrant or Warrants to be divided or
         combined in accordance with such notice.

                           (c)      The Company shall prepare, issue and deliver
         at its own expense (other than transfer taxes) the new Warrant or
         Warrants under this Section 7.

                           (d)      The Company agrees to maintain, at its
         aforesaid office or at the offices of a designated agent, books for the
         registration and the registration of transfer of the Warrants.

                           (e)      At the time of the surrender of this Warrant
         in connection with any transfer of this Warrant, the Company will
         require, as a condition of allowing such transfer (i) that the Holder
         or transferee of this Warrant, as the case may be, furnish to the
         Company a written opinion of counsel (which opinion shall be in form,
         substance and scope customary for opinions of counsel in comparable
         transactions and reasonably acceptable to the Company) to the effect
         that such transfer may be made without registration under the
         Securities Act and under applicable state securities or blue sky laws,
         (ii) that the holder or transferee execute and deliver to the Company
         an investment letter in form and substance acceptable to the Company,
         (iii) that the transferee be an "accredited investor" as defined in
         Rule 501(a) promulgated under the Securities Act and (iv) such other
         documents as may be reasonably requested by the Company to give effect
         to the transfer and comply with applicable laws.

                  8.       No Rights as Shareholder until Exercise. This Warrant
does not entitle the Holder to any voting rights or other rights as a
shareholder of the Company prior to the exercise hereof. Upon the delivery of
the Exercise Notice, the surrender of this Warrant, the payment of the aggregate
Exercise Price to the Company, the Warrant Shares so purchased shall be and be
deemed to be issued to such Holder as the record owner of such shares as of the
close of business on the Exercise Date as determined in accordance with Section
3(a).

                  9.       Loss, Theft, Destruction or Mutilation of Warrant.
The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any stock certificate relating to the Warrant Shares, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it

                                       7

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(which, in the case of the Warrant, shall not include the posting of any bond),
and upon surrender and cancellation of such Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or cause to be
delivered a stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.

                  10.      Saturdays, Sundays, Holidays, etc. If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday, Sunday or legal holiday.

                  11.      Adjustments of Exercise Price and Number of Warrant
Shares; Stock Splits, etc. The number and kind of securities purchasable upon
the exercise of this Warrant and the Exercise Price shall be subject to
adjustment from time to time upon the happening of any of the events described
in the next sentence. In the event the Company shall (i) pay a dividend in
shares of Common Stock or make a distribution in shares of Common Stock to
holders of its outstanding Common Stock, (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, or (iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
then the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Holder shall be entitled
to receive the kind and number of Warrant Shares or other securities of the
Company which it would have owned or have been entitled to receive had such
Warrant been exercised in prior to the date upon which such event described in
clauses (i) through (iv) of this Section 3(a) shall become effective. Upon each
such adjustment of the kind and number of Warrant Shares or other securities of
the Company which are purchasable hereunder, the Holder shall thereafter be
entitled to purchase the number of Warrant Shares or other securities resulting
from such adjustment at an Exercise Price per Warrant Share or other security
equal to (x) the result obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto immediately prior to such adjustment divided by (y) the number
of Warrant Shares or other securities of the Company resulting from such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.

                  12.      Reorganization, Reclassification, Merger,
Consolidation or Disposition of Assets. In case the Company shall reorganize its
capital, reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all of its
property, assets or business to another corporation and, pursuant to the terms
of such reorganization, reclassification, merger, consolidation or disposition
of assets, shares of common stock of the successor or acquiring corporation, or
any cash, shares of stock or other securities or property of any nature
whatsoever (including warrants or other subscription or purchase rights) in
addition to or in lieu of common stock of the successor or acquiring corporation
("Other Property"), to be received by or distributed to the holders of Common
Stock of the Company, then the Holder shall have the right thereafter to
receive, upon exercise of this Warrant, the number of shares of Common Stock of
the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger,

                                       8

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consolidation or disposition of assets by a Holder of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
event. In case of any such reorganization, reclassification, merger,
consolidation or disposition of assets, the successor or acquiring corporation
(if other than the Company) shall expressly assume the due and punctual
observance and performance of each and every covenant and condition of this
Warrant to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Company) in order to provide for adjustments of Warrant Shares for which
this Warrant is exercisable which shall be as nearly equivalent as practicable
to the adjustments provided for in this Section 12. For purposes of this Section
12, "common stock of the successor or acquiring corporation" shall include stock
of such corporation of any class which is not preferred as to dividends or
assets over any other class of stock of such corporation and which is not
subject to redemption and shall also include any evidences of indebtedness,
shares of stock or other securities which are convertible into or exchangeable
for any such stock, either immediately or upon the arrival of a specified date
or the happening of a specified event and any warrants or other rights to
subscribe for or purchase any such stock. The foregoing provisions of this
Section 12 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

                  13.      Voluntary Adjustment by the Company. The Company may
at any time during the term of this Warrant reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the Board
of Directors of the Company.

                  14.      Notice of Adjustment. Whenever the number of Warrant
Shares or number or kind of securities or other property purchasable upon the
exercise of this Warrant or the Exercise Price is adjusted, as herein provided,
the Company shall give notice thereof to the Holder, which notice shall state
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise Price of such Warrant Shares (and
other securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.

                  15.      Notice of Corporate Action. If at any time:

                           (a)      the Company shall take a record of the
         holders of its Common Stock for the purpose of entitling them to
         receive a dividend or other distribution, or any right to subscribe for
         or purchase any evidences of its indebtedness, any shares of stock of
         any class or any other securities or property, or to receive any other
         right, or

                           (b)      there shall be any capital reorganization of
         the Company, any reclassification or recapitalization of the capital
         stock of the Company or any consolidation or merger of the Company
         with, or any sale, transfer or other disposition of all or
         substantially all the property, assets or business of the Company to,
         another corporation or,

                           (c)      there shall be a voluntary or involuntary
         dissolution, liquidation or winding up of the Company;

                                       9

<PAGE>


then, in any one or more of such cases, the Company shall give to Holder (i) at
least 10 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 10
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify, to the extent
known by the Company, (i) the date on which any such record is to be taken for
the purpose of such dividend, distribution or right, the date on which the
holders of Common Stock shall be entitled to any such dividend, distribution or
right, and the amount and character thereof, and (ii) the date on which any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and the
time, if any such time is to be fixed, as of which the holders of Common Stock
shall be entitled to exchange their Warrant Shares for securities or other
property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 17(d).

                  16.      Authorized Shares. The Company covenants
that during the period the Warrant is outstanding, it will reserve from its
authorized and unissued Common Stock a sufficient number of shares to provide
for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant. The Company will take all such reasonable action as may be
necessary to assure that such Warrant Shares may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements of
the Trading Market upon which the Common Stock may be listed.

                  17.      Miscellaneous.

                           (a)      Jurisdiction. All questions concerning the
         construction, validity, enforcement and interpretation of this Warrant
         shall be determined in accordance with the provisions of the Purchase
         Agreement.

                           (b)      Restrictions. The Holder acknowledges that
         the Warrant Shares acquired upon the exercise of this Warrant, if not
         registered, will have restrictions upon resale imposed by state and
         federal securities laws.

                           (c)      Nonwaiver and Expenses. No course of dealing
         or any delay or failure to exercise any right hereunder on the part of
         Holder shall operate as a waiver of such right or otherwise prejudice
         Holder's rights, powers or remedies, notwithstanding all rights
         hereunder terminate on the Termination Date. If the Company willfully
         and knowingly fails to comply with any provision of this Warrant, which
         results in any material damages to the Holder as determined by a court
         of law, the Company shall pay to Holder such amounts as shall be
         sufficient to cover any costs and expenses including,

                                       10

<PAGE>

         but not limited to, reasonable attorneys' fees, including those of
         appellate proceedings, incurred by Holder in collecting any amounts due
         pursuant hereto or in otherwise enforcing any of its rights, powers or
         remedies hereunder.

                           (d)      Notices. Any notice, request or other
         document required or permitted to be given or delivered to the Holder
         by the Company shall be delivered in accordance with the notice
         provisions of the Purchase Agreement.

                           (e)      Limitation of Liability. Subject to Section
         3(d), no provision hereof, in the absence of any affirmative action by
         Holder to exercise this Warrant or purchase Warrant Shares, and no
         enumeration herein of the rights or privileges of Holder, shall give
         rise to any liability of Holder for the purchase price of any Common
         Stock or as a stockholder of the Company, whether such liability is
         asserted by the Company or by creditors of the Company.

                           (f)      Remedies. Holder, in addition to being
         entitled to exercise all rights granted by law, including recovery of
         damages, will be entitled to specific performance of its rights under
         this Warrant. The Company agrees that monetary damages would not be
         adequate compensation for any loss incurred by reason of a breach by it
         of the provisions of this Warrant and hereby agrees to waive the
         defense in any action for specific performance that a remedy at law
         would be adequate.

                           (g)      Successors and Assigns. Subject to
         applicable securities laws, this Warrant and the rights and obligations
         evidenced hereby shall inure to the benefit of and be binding upon the
         successors of the Company and the successors and permitted assigns of
         Holder. The provisions of this Warrant are intended to be for the
         benefit of all Holders from time to time of this Warrant and shall be
         enforceable by any such Holder or holder of Warrant Shares.

                           (h)      Amendment. This Warrant may be modified or
         amended or the provisions hereof waived with the written consent of the
         Company and the Holder.

                           (i)      Severability. Wherever possible, each
         provision of this Warrant shall be interpreted in such manner as to be
         effective and valid under applicable law, but if any provision of this
         Warrant shall be prohibited by or invalid under applicable law, such
         provision shall be ineffective to the extent of such prohibition or
         invalidity, without invalidating the remainder of such provisions or
         the remaining provisions of this Warrant.

                           (j)      Headings. The headings used in this Warrant
         are for the convenience of reference only and shall not, for any
         purpose, be deemed a part of this Warrant.

                              ********************

                                       11

<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated:  November 12, 2003
                                       FIRST VIRTUAL COMMUNICATIONS, INC.

                                       By:      /s/ Truman Cole
                                           _______________________________
                                             Name:
                                             Title:

                                       12

<PAGE>

                               NOTICE OF EXERCISE

To: First Virtual Communications, Inc.

                  (1) The undersigned hereby elects to purchase ________ Warrant
Shares of First Virtual Communications, Inc. pursuant to the terms of the
attached Warrant (only if exercised in full), and tenders herewith payment of
the exercise price in full, together with all applicable transfer taxes, if any.

                  (2) Payment shall take the form of (check applicable box):

                           [ ] in lawful money of the United States; or

                           [ ] the cancellation of such number of Warrant Shares
                           as is necessary, in accordance with the formula set
                           forth in subsection 3(d), to exercise this Warrant
                           with respect to the maximum number of Warrant Shares
                           purchasable pursuant to the cashless exercise
                           procedure set forth in subsection 3(d).

                  (3) Please issue a certificate or certificates representing
said Warrant Shares in the name of the undersigned or in such other name as is
specified below:
                  ________________________________________

The Warrant Shares shall be delivered to the following:

                  ________________________________________

                  ________________________________________

                  ________________________________________

                  (4) Accredited Investor. The undersigned is an "accredited
investor" as defined in Regulation D promulgated under the Securities Act of
1933, as amended.

                                       [PURCHASER]

                                       By: ______________________________
                                       Name:
                                       Title:

                                       Dated:  ________________________

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

                  FOR VALUE RECEIVED, the foregoing Warrant and all rights
evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

                                          Dated:  ______________, _______

                             Holder's Signature: ___________________________

                             Holder's Address: _____________________________

                                               _____________________________

Signature Guaranteed:  ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.

<PAGE>

                                    EXHIBIT A

                                   PURCHASERS

<TABLE>
<CAPTION>
           NAME OF PURCHASER                    NUMBER OF SHARES      NUMBER OF WARRANTS
           -----------------                    ----------------      ------------------
<S>                                             <C>                   <C>
LAGUNITAS PARTNERS LP                               837,989                418,994

J. Patterson McBaine                                111,732                 55,866

Jon D. Gruber & Linda W. Gruber                     111,732                 55,866

Gruber & McBaine International                      279,330                139,665

Special Situations Fund III, L.P.                   553,771                276,885

Special Situations Cayman Fund L.P.                 178,911                 89,455

Special Situations Technology Fund L.P.              17,039                  8,519

Special Situations Technology Fund II L.P.          102,235                 51,117

MicroCapital Fund L.P.                              391,061                195,530

MicroCapital Fund Ltd.                              167,598                 83,799

Bonanza Fund                                        139,665                 69,832

Firelake Strategic Technology Fund, L.P.            837,989                418,994

Agile Partners, LP                                  279,330                139,665

Behavioral Financial Fund Ltd.                      782,123                391,061

Jurika Family Trust                                 167,598                 83,799

JMK Investment Partners, L.P.                       167,598                 83,799

Encinal Crossover Fund                               83,799                 41,899

Neal I. Goldman IRA Rollover                        200,000                100,000

Palisades Master Fund L.P.                          279,330                139,665

Gordon J. Roth                                       11,174                  5,587
</TABLE>

<PAGE>

<TABLE>
<S>                                                  <C>                     <C>
Joseph Paul Schimmelpfennig                          11,174                  5,587

John J. Weber                                        11,174                  5,587

Jeffrey M. Ng                                         8,380                  4,190

Louis J. Ellis                                        1,676                    838
</TABLE>