Exhibit
      4.1




**SECURITIES
        PURCHASE AGREEMENT**
 
 This
        SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into
        as of
        November 1, 2006 by and among Telanetix, Inc. a Delaware corporation (the
        “Company”), with its principal offices at 6197 Cornerstone Court East, San
        Diego, CA 92121, and the purchaser whose name and address is set forth below
        (the “Purchaser”), with reference to the following:
  ***RECITALS:***
 
 WHEREAS,
        the Company desires to issue and sell to the Purchaser, and the Purchaser
        desires to purchase from the Company, unregistered shares of the Company's
        common stock, par value $0.0001 per share (the "Common Stock") and warrants
        (the
“Warrants”) to purchase Common Stock (the Common Stock and Warrants are
        sometimes collectively referred to herein as the “Securities”); and
 
 WHEREAS,
        the Company has authorized the issuance and sale to the Purchaser of the
        Securities, the amount and price of which are listed herein, subject to the
        terms and conditions of this Agreement.
 
 NOW,
        THEREFORE **,** in
        consideration of the conditions and promises herein contained, the parties
        hereto agree as follows:
  ***AGREEMENT:***
 
 **1** **.**  **SALE
        AND ISSUANCE OF COMMON STOCK AND WARRANTS; CLOSING
        CONDITIONS** **.**
 
 (a)  Subject
        to the terms and conditions of this Agreement, the Purchaser agrees to purchase
        from the Company and the Company agrees to sell and issue to the Purchaser
        (i)
        an aggregate of 145,833 shares of Common Stock at a price of $1.20 per share,
        and (ii) Warrants
        registered in the name of such Purchaser to purchase up to 72,917 shares
        of
        Common Stock, with an exercise price equal to $1.50 per share and exercisable
        up
        to three (3) years after the Closing, in the form of Warrant attached hereto
        as
        Exhibit A (the “Warrant Agreement”) .
  (b)  The
        purchase and sale of the Common Stock and Warrants (the “Closing”) shall take
        place at 10:00 am on November 3, 2006 at the Company’s offices at 6197
        Cornerstone Court East, San Diego, CA 92121 , or
        at
        such other place as the Company and the Purchaser shall mutually
        agree.
 
 (c)  Subject
        to the satisfaction of
        the
        conditions set forth below, the Company will deliver to the Purchaser a stock
        certificate and Warrant Agreement in the name of the Purchaser as set forth
        below the Purchaser’s name on the signature page hereto and bearing an
        appropriate legend stating that the Securities have not been registered under
        the Securities Act (as defined herein) and cannot be sold unless registered
        under the Securities Act, or an exemption from registration is available.
        Such
        delivery shall be made by the Company no later than the close of business
        on the
        thirtieth calendar day to the Purchaser’s address of notification as set forth
        herein (the “Certificate Delivery”), or to such other location as the parties
        may mutually agree.
 
 (d)  The
        Company's obligations to complete the purchase and sale of the Securities
        at the
        Closing, and the subsequent Certificate Delivery, to the Purchaser shall
        be
        subject to the following conditions, any one or more of which may be waived
        by
        the Company:
  -1-
  
 
 (i)  receipt
        by the Company of the full purchase price of $175,000.00 (the “Purchase Price”)
        by certified or bank check or wire transfer of immediately available funds,
        cancellation of indebtedness or such other form of payment as shall be mutually
        agreed upon by the Purchaser and the Company. In the event that payment by
        the
        Purchaser is made, in whole or in part, by cancellation of indebtedness,
        then
        the Purchaser shall surrender to the Company for cancellation at the Closing
        any
        evidence of such indebtedness or shall execute an instrument of cancellation
        in
        form and substance reasonably satisfactory to the Company; and
 
 (ii)  the
        accuracy of the representations and warranties made by the Purchaser, including
        but not limited to the Investor Questionnaire attached hereto as Exhibit
        B ,
        and the
        fulfillment of those obligations of the Purchaser to be fulfilled at or prior
        to
        the Closing.
  (e)  The
        Purchaser’s obligation to accept the Certificate Delivery and to submit the
        Purchase Price in respect thereof shall be subject to the accuracy in all
        material respects of the representations and warranties made by the Company
        herein and the fulfillment in all material respects of those obligations
        of the
        Company to be fulfilled at or prior to the Closing.
  **2****.**
              **REPRESENTATIONS
                  AND WARRANTIES OF
                  COMPANY**
 
 The
        Company represents and warrants to the Purchaser as follows:
  **(a)**  **Organization;
        Good Standing; Qualification** **.** The
        Company is a corporation duly organized, validly existing and in good standing
        under the laws of the State of California, has all requisite corporate power
        and
        authority to own and operate its properties and assets and to carry on its
        business as now conducted and as presently proposed to be conducted, to execute
        and deliver this Agreement and to issue and sell the Common Stock.
  **(b)**  **Authorization** **.** All
        corporate action on the part of the Company necessary for the authorization,
        execution and delivery by the Company of this Agreement, the performance
        of all
        obligations of the Company hereunder including but not limited to the
        authorization, issuance (or reservation for issuance), sale and delivery
        of the
        Securities has been taken, and this Agreement constitutes valid and legally
        binding obligations of the Company, enforceable in accordance with their
        respective terms except (i) as limited by applicable bankruptcy, insolvency,
        reorganization, moratorium and other laws of general application affecting
        enforcement of creditors’ rights generally, (ii) as limited by laws relating to
        the availability of specific performance, injunctive relief or other equitable
        remedies, and (iii) to the extent that the indemnification provisions contained
        in Section 4 herein may be limited by applicable laws.
 
 **(c)**  **Valid
        Issuance of Common Stock and Warrants** **.** The
        Common Stock that is being purchased hereunder, and the Common Stock underlying
        the Warrants, when issued, sold and delivered in accordance with the terms
        of
        this Agreement and the Warrant Agreement for the consideration expressed
        herein,
        will be duly and validly issued, fully paid and nonassessable, and will be
        free
        of restrictions on transfer, other than restrictions on transfer under
        applicable state and federal securities laws.
 
 **3.**
              **REPRESENTATIONS
                  AND WARRANTIES OF PURCHASER****.**
 
 The
        Purchaser represents and warrants to the Company as follows:
  -2-
  
 **(a)**  **No
        Representations or Warranties** **.** The
        Purchaser confirms that neither the Company nor any of its authorized agents
        has
        made any representation or warranty to the Purchaser about the Company or
        the
        Common Stock other than those set forth in this Agreement, and that such
        Purchaser has not relied upon any other representation or warranty, express
        or
        implied, in purchasing the Common Stock.
  **(b)**  **Financial
        Situation** **.** The
        Purchaser has adequate means of providing for such Purchaser’s current needs and
        possible personal contingencies, and has no need for liquidity of such
        Purchaser’s investment in the Company, such Purchaser can bear the economic risk
        of losing such Purchaser’s entire investment herein, such Purchaser has such
        knowledge and experience in financial and business matters that such Purchaser
        is capable of evaluating the relative risks and merits of this investment,
        and
        such Purchaser’s overall commitment to investments which are not readily
        marketable is not disproportionate to such Purchaser’s net worth and the
        investment made hereby will not cause such overall commitment to become
        excessive.
 
 **(c)**  **Securities
        Not Registered** **.** The
        Purchaser understands that the Securities have not been registered under
        the
        Securities Act or qualified under any state securities laws in reliance on
        exemptions from registration provided thereunder, and further understands
        that
        such Purchaser is acquiring the Securities without being furnished any
        literature or prospectus.
 
 **(d)**  **Purchase
        for Own Account** **.** The
        Purchaser is purchasing the Securities for such Purchaser’s own account, for
        long-term investment, and not with a view to, or for sale in connection with,
        the distribution thereof. The Purchaser has no present intention of selling,
        granting any participation in, or otherwise distributing the Securities within
        the meaning of Section 2(11) of the Securities Act. The Securities will not
        be
        resold without registration under the Securities Act and qualification under
        the
        securities laws of all applicable states, unless such sale would be exempt
        therefrom.
 
 **(e)**  **Opportunity
        to Ask Questions and to Review Documents, Books and
        Records** **.** During
        the course of the transaction contemplated by this Agreement, and before
        purchasing the Securities, the Purchaser has had the opportunity (i) to be
        provided with financial and other written information about the Company,
        including but not limited to all documents the Company has publicly filed
        with
        the Securities and Exchange Commission (the “Commission”), (ii) to ask questions
        and receive answers concerning the terms and conditions of this Agreement,
        an
        investment in the Company, and the business of the Company and its finances,
        (iii) to review all documents, books and records of the Company and (iv)
        to
        review all documents, registration statements and prospectuses publicly filed
        by
        the Company. The Purchaser has, to the extent such Purchaser has availed
        himself
        of this opportunity, received satisfactory information and answers.
 
 **(f)**  **Pre-Existing
        Relationship and/or Sophistication** **.** The
        Purchaser represents that such Purchaser either has a pre-existing business
        relationship with the Company or any of its officers, directors or controlling
        persons, or that by reason of such Purchaser’s business or financial experience
        or the business or financial experience of such Purchaser’s professional
        advisors who are unaffiliated with and who are not compensated by the Company
        or
        any affiliate or selling agent of the Company, directly or indirectly, such
        Purchaser has the capacity to protect such Purchaser’s own interests in
        connection with the transactions contemplated by this Agreement.
 
 **(g)**  **Risks
        Associated with Investment** **.** The
        Purchaser acknowledges and is aware that:
  -3-
  
 (i)
        The
        Company has limited financial or operating history and that the Securities
        are a
        speculative investment which involves a high degree of risk of loss by the
        Purchaser of such Purchaser’s entire investment in the Company;
 
 (ii)
        There are substantial restrictions on the transferability of the Securities,
        the
        Common Stock will not be, and Purchaser in the Company have no right to require
        that the Common Stock be, registered under the Securities Act; there is
        currently no public market for the Securities; and such Purchaser may have
        to
        hold the Securities indefinitely and it will not be possible for him to
        liquidate such Purchaser’s investment in the Company;
 
 (iii)
        No
        federal or state agency has made any finding or determination as to the fairness
        of the offering of the Securities for investment or any recommendation or
        endorsement of the offering; and
 
 (iv)
        It
        never has been represented, guaranteed or warranted to such Purchaser by
        the
        Company, its agents, or employees or any other person, expressly or by
        implication, any of the following: (1) the approximate or exact length of
        time
        that such Purchaser will be required to remain as owner of the Securities;
        (2) **the
        profit or return, if any, to be realized as a result of the Company's
        venture** ;
        and (3)
        that the past performance or experience on the part of the Company or any
        affiliate, its agents, or employees or of any other person, will in any way
        indicate the predictable results of the ownership of the Securities or the
        overall Company venture.
 
 **(h)**  **Investment
        Risks** **.** The
        Purchaser has been informed and understands and agrees as follows: (i) an
        investment in the Company is a speculative investment with a high degree
        of risk
        of loss and such Purchaser must, therefore, be able to presently afford a
        complete loss of this investment; (ii) such Purchaser must be able to hold
        the
        Securities indefinitely due to substantial restrictions on the transferability
        of the Securities and the fact that there is no public market for resale
        of the
        Securities; and (iii) it may not be possible to liquidate the Securities
        in the
        case of emergency and/or other need and such Purchaser must, therefore, have
        adequate means of providing for such Purchaser's current and future needs
        and
        personal contingencies and have no need for liquidity in this investment.
        Such
        Purchaser has evaluated such Purchaser's financial resources and investment
        position in view of the foregoing, and is able to bear the economic risk
        of this
        investment.
 
 **(i)**  **No
        Advertising** **.** To
        the
        best of the Purchaser's knowledge and belief the offer and sale of the
        Securities was not accomplished by the publication of any advertisement,
        article, notice or other communication published in any newspaper, magazine,
        or
        similar media or broadcast over television, radio or the Internet; nor was
        the
        offer and sale of the Securities accomplished through any seminar or meeting
        to
        which such Purchaser was invited by any such publication or
        advertisement.
 
 **(j)**  **Authorization** **.** The
        Purchaser represents that such Purchaser is at least twenty-one (21) years
        of
        age, has
        full
        right, power, authority and capacity to enter into this Agreement and to
        consummate the transactions contemplated hereby and has taken all necessary
        action to authorize the execution, delivery and performance of this Agreement.
        The Purchaser further agrees that upon the execution and delivery of this
        Agreement, this Agreement shall constitute a valid and binding obligation
        of the
        Purchaser enforceable in accordance with its terms, except as enforceability
        may
        be limited by applicable bankruptcy, insolvency, reorganization, moratorium
        or
        similar laws affecting creditors' and contracting parties' rights generally
        and
        except as enforceability may be subject to general principles of equity
        (regardless of whether such enforceability is considered in a proceeding
        in
        equity or at law) and
   -4-
  except
        as
        the indemnification agreements of the Purchaser in Section 4 hereof may be
        legally unenforceable.
  **(k)**  **No
        Material Changes** **.** The
        Purchaser has no reason to anticipate any change in such Purchaser's personal
        circumstances, financial or otherwise, which may cause or require any sale
        or
        distribution by such Purchaser of all or any part of the Securities purchased
        pursuant hereto.
 
 **(l)**  **Legend** **.** The
        Purchaser understands and agrees that the certificate representing the
        Securities shall bear a legend similar to the following:
 
 **THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH
        THE
        UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) UNDER
        SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
        "SECURITIES ACT"), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION
        OR
        QUALIFICATION AFFORDED BY THE SECURITIES ACT AND/OR RULES PROMULGATED BY
        THE
        COMMISSION PURSUANT THERETO. THE SECURITIES REPRESENTED BY THIS CERTIFICATE
        HAVE
        ALSO NOT BEEN REGISTERED OR QUALIFIED (AS THE CASE MAY BE) UNDER THE SECURITIES
        LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES (THE “BLUE SKY LAWS”), IN
        RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION (AS
        THE
        CASE MAY BE) AFFORDED UNDER SUCH SECURITIES LAWS. NEITHER THE COMMISSION
        NOR ANY
        SECURITIES REGULATORY AGENCY OF ANY STATE OR TERRITORY OF THE UNITED STATES
        HAS
        REVIEWED OR PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING CONTEMPLATED
        BY
        THIS CERTIFICATE, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
        THESE SECURITIES HAVE BEEN ACQUIRED FOR THE HOLDER'S OWN ACCOUNT FOR INVESTMENT
        PURPOSES ONLY AND NOT WITH A VIEW FOR RESALE OR
        DISTRIBUTION.**
 
 **(m)**  **Restriction
        on Sales, Short Sales and Hedging Transactions** **.** Purchaser represents and agrees that during the period of five business days
        immediately prior to the execution of this Agreement by Purchaser, Purchaser
        did
        not directly or indirectly, execute or effect or cause to be executed or
        effected any short sale, option or equity swap transactions in or with respect
        to the Common Stock or any other derivative security transaction the purpose
        or
        effect of which is to hedge or transfer to a third party all or any part
        of the
        risk of loss associated with the ownership of the Securities by the
        Purchaser.
 
 **(n)**  **Investor
        Questionnaire** **.** Purchaser represents and agrees that all information, representations and
        warranties in the Investor Questionnaire attached hereto as Exhibit
        A are
        true, accurate and complete, and the Company may rely on such information,
        representations and warranties in making the decision to complete the offer
        and
        sale contemplated herein.
  -5-
  
 **The
        Purchaser understands that the foregoing representations and warranties are
        to
        be relied upon by the Company as a basis for exemption of the sale of the
        Securities under the Securities Act and under the securities laws of all
        applicable states and for other purposes. The Purchaser warrants that the
        information provided to the Company by such Purchaser is true and correct
        as of
        the date hereof, and the Purchaser agrees to advise the Company, prior to
        the
        execution of this Agreement, of any material change in any such
        information.**
 
 **4.**  **INDEMNIFICATION** **.**
 
 The
        Purchaser acknowledges that such Purchaser understands the meaning and legal
        consequences of the representations, warranties and agreements contained
        in this
        Agreement, that the Company is relying on the accuracy of the representations,
        warranties and agreements by him as contained herein, and that such Purchaser
        would not be permitted to purchase the Securities if any representation or
        warranty were known to be materially false. Accordingly, the Purchaser hereby
        agrees to indemnify and hold harmless the Company from and against any and
        all
        loss, damage, liability, cost or expense, including attorneys’ fees, due to or
        arising from a breach of any representation, warranty or agreement contained
        in
        this Agreement.
  **5.**  **REGISTRATION
        RIGHTS** .
  **(a)**  **Definitions** .
        For
        purposes of this Section 5:
  (i)  Registration .
        The
        terms "register," "registered," and "registration" refer to a registration
        effected by preparing and filing a registration statement in compliance with
        the
        Securities Act of 1933, as amended (the "Securities Act"), and the declaration
        or ordering of effectiveness of such registration statement.
  (ii)  Registrable
        Securities .
        The
        term "Registrable Securities" means: (i) the Common Stock purchased under
        this Agreement, (ii) any shares of Common Stock to be issued under the Warrants,
        and (iii) any shares of Common Stock issued as (or issuable upon the conversion
        or exercise of any warrant, right or other security which is issued as) a
        dividend or other distribution with respect to, in exchange for or in
        replacement of the shares. The term "Registrable Securities" shall exclude
        in
        all cases, however, the Warrants, and any shares sold by a person in a
        transaction in which rights under this Section 5 are not assigned in
        accordance with this Agreement or any shares sold to the public or sold pursuant
        to Rule 144 promulgated under the Securities Act.
  (iii)  Registrable
        Securities Then Outstanding .
        The
        term "Registrable Securities Then Outstanding" shall mean those shares of
        Common
        Stock which are Registrable Securities and (1) are then issued and outstanding
        or (2) are then issuable pursuant to the exercise or conversion of
        then-outstanding and then-exercisable options, warrants or convertible
        securities.
  (iv)  Holder .
        The
        term "Holder" or "Holders" means any person or persons owning Registrable
        Securities.
  (v)  SEC .
        The
        term "SEC" means the United States Securities and Exchange
        Commission.
   -6-
  **(b)**  **Mandatory
        Registration** .
        The
        Company shall prepare and file with the SEC, no later than one hundred twenty
        (120) days after the Closing Date (the "Filing Date"), a Registration Statement
        on Form S-1, SB-2 or on such other form as is available. The Company shall
        cause
        such Registration Statement to be declared effective by the SEC within one
        hundred twenty (120) days of filing (the "Effectiveness Date"). If: (i) a
        Registration Statement is not filed on or prior to the Filing Date, or (ii)
        the
        Company fails to file with the Commission a request for acceleration in
        accordance with Rule 461 promulgated under the Securities Act, within ten
        Trading Days of the date that the Company is notified (orally or in writing,
        whichever is earlier) by the Commission that a Registration Statement will
        not
        be “reviewed,” or not subject to further review, or (iii) prior to its
        Effectiveness Date, the Company fails to file a pre-effective amendment and
        otherwise respond in writing to comments made by the Commission in respect
        of
        such Registration Statement within 20 calendar days after the receipt of
        comments by or notice from the Commission that such amendment is required
        in
        order for a Registration Statement to be declared effective, or (iv) a
        Registration Statement filed or required to be filed hereunder is not declared
        effective by the Commission by its Effectiveness Date (any such failure or
        breach being referred to as an “ Event ”,
        and
        for purposes of clause (i) or (iv) the date on which such Event occurs, or
        for
        purposes of clause (ii) the date on which such ten Trading Day period is
        exceeded, or for purposes of clause (iii) the date which such 20 calendar
        day
        period, as applicable, is exceeded being referred to as “ Event
        Date ”),
        then
        in addition to any other rights the Holders may have hereunder or under
        applicable law, on each such Event Date and on each monthly anniversary of
        each
        such Event Date (if the applicable Event shall not have been cured by such
        date)
        until the applicable Event is cured, the Company shall pay to each Holder
        an
        amount in cash, as partial liquidated damages and not as a penalty, equal
        to one
        half
        percent (.5%) of the portion of the Purchase Price paid by such Holder at
        the
        Closing pursuant to this Agreement attributed to any Common Stock then held
        by
        such Holder. If the Company fails to pay any partial liquidated damages pursuant
        to this Section in full within seven days after the date payable, the Company
        will pay interest thereon at a rate of 18% per annum (or such lesser maximum
        amount that is permitted to be paid by applicable law) to the Holder, accruing
        daily from the date such partial liquidated damages are due until such amounts,
        plus all such interest thereon, are paid in full. The partial liquidated
        damages
        pursuant to the terms hereof shall apply on a daily pro-rata basis for any
        portion of a month prior to the cure of an Event.
  **(c)**  **Piggyback Registration** .
        The
        Company shall notify all Holders of Registrable Securities in writing at
        least
        thirty (30) days prior to filing any registration statement under the Securities
        Act for purposes of effecting a public offering of securities of the Company
        (including, but not limited to, registration statements relating to secondary
        offerings of securities of the Company, but excluding registration statements relating to any employee benefit plan or a corporate
        reorganization) and will afford each such Holder an opportunity to include
        in
        such registration statement all or any part of the Registrable Securities
        then
        held by such Holder. Each Holder desiring to include in any such registration
        statement all or any part of the Registrable Securities held by such Holder
        shall, within twenty (20) days after receipt of the above-described notice
        from
        the Company, so notify the Company in writing, and in such notice shall inform
        the Company of the number of Registrable Securities such Holder wishes to
        include in such registration statement. If a Holder decides not to include
        all
        of its Registrable Securities in any registration statement thereafter filed
        by
        the Company, such Holder shall nevertheless continue to have the right to
        include any Registrable Securities in any subsequent registration statement
        or
        registration statements as may be filed by the Company with respect to offerings
        of its securities, all upon the terms and conditions set forth
        herein.
  (i)  Underwriting .
        If a
        registration statement under which the Company gives notice under this Section
        5(b) is for an underwritten offering, then the Company shall so advise the
        Holders of Registrable Securities. In such event, the right of any such Holder
        to include Registrable
   -7-
  Securities
        in a registration pursuant to this Section 5(b) shall be conditioned upon
        such
        Holder's participation in such underwriting and the inclusion of such Holder's
        Registrable Securities in the underwriting to the extent provided herein.
        All
        Holders proposing to distribute their Registrable Securities through such
        underwriting shall enter into an underwriting agreement in customary form
        with
        the managing underwriter or underwriter(s) selected for such underwriting
        by the
        Company. Notwithstanding any other provision of this Agreement, if the managing
        underwriter(s) determine(s) in good faith that marketing factors require
        a
        limitation of the number of shares to be underwritten, then the managing
        underwriter(s) may exclude shares (including Registrable Securities) from
        the
        registration and the underwriting, and the number of shares that may be included
        in the registration and the underwriting shall be allocated, first ,
        to the
        Company, and second ,
        to each
        of the Holders requesting inclusion of their Registrable Securities in such
        registration statement on a pro rata basis based on the total number of
        Registrable Securities then held by each such Holder; provided , however ,
        that
        the Company shall not reduce the number of Registrable Securities to be included
        in such registration and underwriting to less than thirty-three percent (33%)
        of
        the total number of shares to be underwritten; provided  further ,
        that no
        shares shall be included in such registration other than shares for the account
        of the Company or the Holders. In the event of a limitation by the Company
        of
        the number of Registrable Securities to be included in such registration
        and
        underwriting, the Company shall so advise all Holders requesting registration,
        and the number of shares or securities that are entitled to be included in
        the
        registration and underwriting shall be allocated among all Holders in
        proportion, as nearly as practicable, to the respective amounts of Registrable
        Securities held by each Holder at the time of filing of the registration
        statement. If any Holder disapproves of the terms of any such underwriting,
        such
        Holder may elect to withdraw therefrom by written notice to the Company and
        the
        underwriter, delivered at least ten (10) business days prior to the effective
        date of the registration statement. Any Registrable Securities excluded or
        withdrawn from such underwriting shall be excluded and withdrawn from the
        registration. For any Holder which is a partnership, limited liability company
        or corporation, the partners, retired partners, members and shareholders
        of such
        Holder, or the estates and family members of any such partners, retired partners
        and members and any trusts for the benefit of any of the foregoing persons
        shall
        be deemed to be a single Holder, and any pro rata reduction with respect
        to such
        Holder shall be based upon the aggregate number of Registrable Securities
        owned
        by all entities and individuals included in such Holder.
  (i)  Expenses .
        All
        Registration Expenses incurred in connection with a registration pursuant
        to
        this Section 5(b) shall be borne by the Company. Each Holder participating
        in a registration pursuant to this Section 5(b) shall bear such Holder's
        proportionate share (based on the total number of shares sold in such
        registration other than for the account of the Company) of all Selling Expenses
        incurred in connection with a registration pursuant to this Section
        5(b).
  **(d)**  **Obligations
        of the Company** .
        Whenever required to affect the registration of any Registrable Securities
        under
        this Agreement, the Company shall, as expeditiously as reasonably
        possible:
  (i)   prepare
        and file with the SEC a registration statement with respect to such Registrable
        Securities and use its commercially reasonable efforts to cause such
        registration statement to become effective, and, upon the request of the
        Holders
        of a majority of the Registrable Securities registered thereunder, keep such
        registration statement effective for up to one hundred twenty (120) days.
 
 (ii)   prepare
        and file with the SEC such amendments and supplements to such registration
        statement and the prospectus used in connection with such registration statement
        as may be necessary to comply with the provisions of the Securities Act with
        respect to the
  -8-
  disposition
        of all securities covered by such registration statement;
 
 (iii)   furnish
        to the Holders such number of copies of a prospectus, including a preliminary
        prospectus, in conformity with the requirements of the Securities Act, and
        such
        other documents as they may reasonably request in order to facilitate the
        disposition of the Registrable Securities owned by them that are included
        in
        such registration;
 
 (iv)   use
        its
        commercially reasonable efforts to register and qualify the securities covered
        by such registration statement under such other securities or Blue Sky laws
        of
        such jurisdictions as shall be reasonably requested by the Holders, provided
        that the Company shall not be required in connection therewith or as a condition
        thereto to qualify to do business or to file a general consent to service
        of
        process in any such states or jurisdictions;
 
 (v)   in
        the
        event of any underwritten public offering, enter into and perform its
        obligations under an underwriting agreement, in usual and customary form,
        with
        the managing underwriter(s) of such offering (it being understood and agreed
        that, as a condition to the Company's obligations under this clause (v),
        each Holder participating in such underwriting shall also enter into and
        perform
        its obligations under such an agreement);
 
 (vi)   notify
        each Holder of Registrable Securities covered by such registration statement
        at
        any time when a prospectus relating thereto is required to be delivered under
        the Securities Act of the happening of any event as a result of which the
        prospectus included in such registration statement, as then in effect, includes
        an untrue statement of a material fact or omits to state a material fact
        required to be stated therein or necessary to make the statements therein
        not
        misleading in light of the circumstances then existing;
 
 (vii)   furnish,
        at the request of any Holder requesting registration of Registrable Securities,
        on the date that such Registrable Securities are delivered to the underwriters
        for sale, if such securities are being sold through underwriters, or, if
        such
        securities are not being sold through underwriters, on the date that the
        registration statement with respect to such securities becomes effective,
        (1) an
        opinion, dated as of such date, of the counsel representing the Company for
        the
        purposes of such registration, in form and substance as is customarily given
        to
        underwriters in an underwritten public offering and reasonably satisfactory
        to a
        majority in interest of the Holders requesting registration, addressed to
        the
        underwriters, if any, and to the Holders requesting registration of Registrable
        Securities and (2) a "comfort" letter dated as of such date, from the
        independent certified public accountants of the Company, in form and substance
        as is customarily given by independent certified public accountants to
        underwriters in an underwritten public offering and reasonably satisfactory
        to a
        majority in interest of the Holders requesting registration, addressed to
        the
        underwriters, if any, and to the Holders requesting registration of Registrable
        Securities;
 
 (viii)   cause
        all
        such Registrable Securities registered hereunder to be listed on each securities
        exchange on which similar securities issued by the Company are then listed;
        and
 
 (ix)   provide
        a
        transfer agent and registrar for all Registrable Securities registered pursuant
        hereunder and a CUSIP number for all such Registrable Securities, in each
        case
        not later than the effective date of such registration.
 
 **(e)**  **Furnish
        Information** .
        It
        shall be a condition precedent to the obligations of the Company to take
        any
        action pursuant to Section 5(b) hereof that the selling Holders shall
        furnish to the
   -9-
  Company
        such information regarding themselves, the Registrable Securities held by
        them
        and the intended method of disposition of such securities as shall be required
        to timely effect the registration of their Registrable Securities.
  **(f)**  **Delay
        of Registration** .
        No
        Holder shall have any right to obtain or seek an injunction restraining or
        otherwise delaying any such registration as the result of any controversy
        that
        might arise with respect to the interpretation or implementation of this
        Section 5.
  **(g)**  **Indemnification** **.** In the
        event any Registrable Securities are included in a registration statement
        under
        Section 5(b) or 5(c) hereof:
  (i)  By
        the
        Company .
        To the
        extent permitted by law, the Company will indemnify and hold harmless each
        Holder, the partners, members, officers, directors and attorneys of each
        Holder,
        any underwriter (as defined in the Securities Act) for such Holder and each
        person, if any, who controls such Holder or underwriter within the meaning
        of
        the Securities Act or the Exchange Act, against any losses, claims, damages,
        or
        liabilities (joint or several) to which they may become subject under the
        Securities Act, the Exchange Act or other federal or state law, insofar as
        such
        losses, claims, damages, or liabilities (or actions in respect thereof) arise
        out of or are based upon any of the following statements, omissions or
        violations (each a "Violation"): (1) any untrue statement or alleged untrue
        statement of a material fact contained in such registration statement, including
        any preliminary prospectus or final prospectus contained therein or any
        amendments or supplements thereto; (2) the omission or alleged omission to
        state
        therein a material fact required to be stated therein, or necessary to make
        the
        statements therein not misleading; or (3) any violation or alleged violation
        by
        the Company of the Securities Act, the Exchange Act, any federal or state
        securities law or any rule or regulation promulgated under the Securities
        Act,
        the Exchange Act or any federal or state securities law in connection with
        the
        offering covered by such registration statement; and the Company will reimburse
        each such Holder, partner, member, officer or director, underwriter or
        controlling person for any legal or other expenses reasonably incurred by
        them,
        as incurred, in connection with investigating or defending any such loss,
        claim,
        damage, liability or action; provided , however ,
        that
        the indemnity agreement contained in this subsection 5(g)(i) shall not
        apply to amounts paid in settlement of any such loss, claim, damage, liability
        or action if such settlement is effected without the consent of the Company
        (which consent shall not be unreasonably withheld), nor shall the Company
        be
        liable in any such case for any such loss, claim, damage, liability or action
        to
        the extent that it arises out of or is based upon a Violation which occurs
        in
        reliance upon and in conformity with written information furnished expressly
        for
        use in connection with such registration by such Holder, partner, member,
        officer, director, underwriter or controlling person of such
        Holder.
  (ii)  By
        Selling Holders .
        To the
        extent permitted by law, each selling Holder will indemnify and hold harmless
        the Company, each of its directors, each of its officers who have signed
        the
        registration statement, each of its attorneys, each person, if any, who controls
        the Company within the meaning of the Securities Act, any underwriter and
        any
        other Holder selling securities under such registration statement or any
        of such
        other Holder's partners, members, directors or officers or any person who
        controls such Holder within the meaning of the Securities Act or the Exchange
        Act, against any losses, claims, damages or liabilities (joint or several)
        to
        which the Company or any such director, officer, attorney, controlling person,
        underwriter or other such Holder, partner, member or director, officer or
        controlling person of such other Holder may become subject under the Securities
        Act, the Exchange Act or other federal or state law, insofar as such losses,
        claims, damages or liabilities (or actions in respect thereto) arise out
        of or
        are based upon any Violation, in each case to the extent (and only to the
        extent) that such Violation occurs in reliance upon and in conformity with
        written information furnished by such Holder expressly for use in connection
        with such registration; and each such Holder
   -10-
  will
        reimburse any legal or other expenses reasonably incurred by the Company
        or any
        such director, officer, attorney, controlling person, underwriter or other
        Holder, partner, member, officer, director or controlling person of such
        other
        Holder in connection with investigating or defending any such loss, claim,
        damage, liability or action; provided , however ,
        that
        the indemnity agreement contained in this Section shall not apply to amounts
        paid in settlement of any such loss, claim, damage, liability or action if
        such
        settlement is effected without the consent of the Holder, which consent shall
        not be unreasonably withheld; and provided  further ,
        that
        the total amounts payable in indemnity by a Holder under this Section in
        respect
        of any Violation shall not exceed the net proceeds received by such Holder
        in
        the registered offering out of which such Violation arises.
  (iii)  Notice .
        Promptly after receipt by an indemnified party under this Section of notice
        of
        the commencement of any action (including any governmental action), such
        indemnified party will, if a claim in respect thereof is to be made against
        any
        indemnifying party under this Section, deliver to the indemnifying party
        a
        written notice of the commencement thereof and the indemnifying party shall
        have
        the right to participate in, and, to the extent the indemnifying party so
        desires, jointly with any other indemnifying party similarly noticed, to
        assume
        the defense thereof with counsel mutually satisfactory to the parties; provided , however ,
        that an
        indemnified party shall have the right to retain its own counsel, with the
        fees
        and expenses to be paid by the indemnifying party, if representation of such
        indemnified party by the counsel retained by the indemnifying party would
        be
        inappropriate due to actual or potential conflict of interests between such
        indemnified party and any other party represented by such counsel in such
        proceeding. The failure to deliver written notice to the indemnifying party
        within a reasonable time of the commencement of any such action, if prejudicial
        to its ability to defend such action, shall relieve such indemnifying party
        of
        any liability to the indemnified party to the extent of such prejudice under
        this Section, but the omission so to deliver written notice to the indemnifying
        party will not relieve it of any liability that it may have to any indemnified
        party otherwise than under this Section.
  (iv)  Defect
        Eliminated in Final Prospectus .
        The
        foregoing indemnity agreements of the Company and Holders are subject to
        the
        condition that, insofar as they relate to any Violation made in a preliminary
        prospectus but eliminated or remedied in the amended prospectus on file with
        the
        SEC at the time the registration statement in question becomes effective
        or the
        amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "Final
        Prospectus"), such indemnity agreement shall not inure to the benefit of
        any
        person if a copy of the Final Prospectus (i) was furnished to the indemnified
        party, (ii) would have cured the Violation, and (iii) was not furnished to
        the
        person asserting the loss, liability, claim or damage at or prior to the
        time
        such action is required by the Securities Act.
  (v)  Contribution .
        In
        order to provide for just and equitable contribution to joint liability under
        the Securities Act in any case in which either (1) any Holder exercising
        rights under this Agreement, or any controlling person of any such Holder,
        makes
        a claim for indemnification pursuant to this Section but it is judicially
        determined (by the entry of a final judgment or decree by a court of competent
        jurisdiction and the expiration of time to appeal or the denial of the last
        right of appeal) that such indemnification may not be enforced in such case
        notwithstanding the fact that this Section provides for indemnification in
        such
        case, or (2) contribution under the Securities Act may be required on the
        part of any such selling Holder or any such controlling person in circumstances
        for which indemnification is provided under this Section; then, and in each
        such
        case, the Company and such Holder will contribute to the aggregate losses,
        claims, damages or liabilities to which they may be subject (after contribution
        from others) in such proportion so that such Holder is responsible for the
        portion represented by the percentage that the public offering price of its
        Registrable Securities offered by and sold under the registration statement
        bears to the net proceeds of all securities offered by and sold
        under
   -11-
  such
        registration statement, and the Company and other selling Holders are
        responsible for the remaining portion; provided , however ,
        that,
        in any such case, (A) no such Holder will be required to contribute any
        amount in excess of the public offering price of all such Registrable Securities
        offered and sold by such Holder pursuant to such registration statement and
        (B) no person or entity guilty of fraudulent misrepresentation (within the
        meaning of Section 11(f) of the Securities Act) will be entitled to
        contribution from any person or entity who was not guilty of such fraudulent
        misrepresentation.
  (vi)  Survival .
        The
        obligations of the Company and Holders under this Section shall survive the
        completion of any offering of Registrable Securities in a registration
        statement, and otherwise.
  **(g)**  **Rule 144
        Reporting** .
        With a
        view to making available the benefits of certain rules and regulations of
        the
        SEC, which may at any time permit the sale of the Registrable Securities
        to the
        public without registration or pursuant to a registration on Form S-3, the
        Company agrees to:
  (i)  make
        and
        keep public information available, as those terms are understood and defined
        in
        Rule 144 under the Securities Act, at all times after the effective date
        of the
        first registration under the Securities Act filed by the Company for an offering
        of its securities to the general public;
 
 (ii)  file
        with
        the SEC in a timely manner all reports and other documents required of the
        Company under the Securities Act and the Exchange Act (at any time after
        it has
        become subject to such reporting requirements); and
 
 (iii)  as
        long
        as a Holder owns any Registrable Securities, to furnish to the Holder forthwith
        upon request a written statement by the Company as to its compliance with
        the
        reporting requirements of said Rule 144 (at any time after ninety (90) days
        after the effective date of the first registration statement filed by the
        Company for an offering of its securities to the general public), and of
        the
        Securities Act and the Exchange Act (at any time after it has become subject
        to
        the reporting requirements of the Exchange Act), or that it qualifies as
        a
        registrant whose securities may be resold pursuant to Form S-3 (at any time
        after it so qualifies), a copy of the most recent annual or quarterly report
        of
        the Company and such other reports and documents of the Company as a Holder
        may
        reasonably request in availing itself of any rule or regulation of the SEC
        allowing a Holder to sell any such securities without registration (at any
        time
        after the Company has become subject to the reporting requirements of the
        Exchange Act).
 
 **(h)**  **Termination
        of the Company's Obligations Under this Section** .
        The
        Company shall have no obligations with respect to any Registrable Securities
        proposed to be sold by a Holder in a registration pursuant to Section 5(b)
        or
        5(c) if, in the opinion of counsel to the Company, all such Registrable
        Securities proposed to be sold by such Holder may be sold continuously
        throughout any three-month period without registration under the Securities
        Act
        pursuant to Rule 144 under the Securities Act.
   
 **6.**  **MISCELLANEOUS** **.**
 
 **(a)**
              **Interpretation****.**
 
 ( i ) Survival .
        All
        representations and warranties made by any party in connection
  -12-
  with
        any
        transaction contemplated by this Agreement shall survive the execution and
        delivery of this Agreement, the performance or consummation of any transaction
        described in this Agreement, and the termination of this Agreement.
 
 ( ii ) Entire
        Agreement/No Collateral Representations .
        Each
        party expressly acknowledges and agrees that this Agreement, together with
        and
        subject to the exhibits attached to it: (1) is the final, complete and exclusive
        statement of the agreement of the parties with respect to the subject matter
        of
        it; (2) supersedes any prior or contemporaneous agreements, understandings,
        or
        course of dealing; and (3) may not be varied, supplemented or contradicted
        by
        evidence of prior agreements, or by evidence of subsequent oral
        agreements.
 
 ( iii ) Amendment;
        Waiver; Forbearance .
        Except
        as expressly otherwise provided herein, neither this Agreement nor any of
        the
        terms, provisions, obligations or rights contained herein may be amended,
        modified, supplemented, augmented, rescinded, discharged or terminated (other
        than by performance), except by a written instrument or instruments signed
        by
        all of the parties to this Agreement. No waiver of any breach of any term,
        provision or agreement herein contained, or of the performance of same, shall
        be
        effective and binding unless such waiver shall be in a written instrument
        or
        instruments signed by each party claimed to have given or consented to such
        waiver and each party affected by such waiver.
 
 ( iv ) Remedies
        Cumulative .
        The
        remedies of each party under this Agreement are cumulative and shall not
        exclude
        any other remedies to which such party may be lawfully entitled.
 
 ( v ) Severability .
        If any
        term or provision of this Agreement or the application thereof to any person
        or
        circumstance shall, to any extent, be determined to be invalid, illegal or
        unenforceable under present or future laws effective during the term of this
        Agreement, then and, in that event: (1) the performance of the offending
        term or
        provision (but only to the extent its application is invalid, illegal or
        unenforceable) shall be excused as if it had never been incorporated into
        this
        Agreement, and, in lieu of such excused provision, there shall be added a
        provision as similar in terms and amount to such excused provision as may
        be
        possible and be legal, valid and enforceable, and (2) the remaining part
        of this
        Agreement (including the application of the offending term or provision to
        persons or circumstances other than those as to which it is held invalid,
        illegal or unenforceable) shall not be affected thereby and shall continue
        in
        full force and effect to the fullest extent provided by law.
  ( vi ) Headings;
        References; Incorporation; "Person"; Gender .
        The
        headings used in this Agreement are for convenience and reference purposes
        only,
        and shall not be used in construing or interpreting the scope or intent of
        this
        Agreement or any provision hereof. References to this Agreement shall include
        all amendments or renewals thereof.
 
 (vii) Counterparts .
        This
        Agreement may be executed in two or more counterparts, each of which shall
        constitute an original, but all of which, when taken together, shall constitute
        but one instrument, and shall become effective when one or more counterparts
        have been signed by each party hereto and delivered to the other
        parties.
 
 (viii)  No
        Broker Fees . The
        Purchaser acknowledges that the Company has not used a broker or other placement
        agent in respect of the sale of the Securities to the Purchaser, and shall
        not
        be obligated to pay any fees in respect thereof.
 
 **(b)**
              **Enforcement****.**
  -13-
  
 ( i )  Applicable
        Law .
        This
        Agreement and the rights and remedies of each party arising out of or relating
        to this Agreement (including, without limitation, equitable remedies) shall
        be
        solely governed by, interpreted under, and construed and enforced in accordance
        with the laws (without regard to the conflicts of law principles thereof)
        of the
        State of California, as if this Agreement were made, and as if its obligations
        are to be performed, wholly within the State of California.
 
 ( ii )  Consent
        to Jurisdiction .
        Any and
        all proceedings resulting from or arising out of a controversy or claim relating
        to this Agreement or the breach thereof, shall be held exclusively in the
        County
        of Los Angeles in the State of California, and the parties hereto expressly
        consent to hold themselves subject to such jurisdiction for the purposes
        of any
        and all such proceedings.
  **(c)**  **Assignment
        and Delegation; Successors and Assigns** **.**
 
 ( i )  Prohibition
        Against Assignment or Delegation .
        Except
        as specifically provided in this Agreement, neither the Company nor the
        Purchaser may sell, license, transfer or assign (by operation of law or
        otherwise) any of such party's rights or interests in this Agreement or delegate
        such party's duties or obligations under this Agreement, in whole or in part,
        without the prior written consent of the other party, which consent may be
        withheld in such other party's sole discretion.
  ( ii )  Successors
        and Assigns .
        Subject
        to the foregoing, all of the representations, warranties, covenants, conditions
        and provisions of this Agreement shall be binding upon and shall inure to
        the
        benefit of each party and such party's respective successors and permitted
        assigns.
  **(d)**  **Notices** **.** Unless
        otherwise specifically provided in this Agreement, all notices, demands,
        requests, consents, approvals or other communications (collectively and
        severally called " Notices ")
        required or permitted to be given hereunder, or which are given with respect
        to
        this Agreement, shall be in writing, and shall be given by: (i) personal
        delivery (which form of Notice shall be deemed to have been given upon
        delivery), (ii) by telegraph or by private airborne/overnight delivery service
        postage prepaid (which form of Notice shall be deemed to have been given
        upon
        confirmed delivery by the delivery agency), (iii) by electronic or facsimile
        or
        telephonic transmission, provided the receiving party has a compatible device
        or
        confirms receipt thereof (which form of Notice shall be deemed delivered
        upon
        confirmed transmission or confirmation of receipt), or (iv) by mailing in
        the
        United States mail by registered or certified mail, return receipt requested,
        postage prepaid (which form of Notice shall be deemed to have been given
        upon
        the 5th business day following the date mailed). Such Notices shall be addressed
        as follows:
 
 (i)
              If
                  to the Company:
 
 Thomas
        A.
        Szabo, Chief Executive Officer
 Telanetix,
        Inc.
 6197
        Cornerstone Court East
 San
        Diego, CA 92121
 
 With
        a
        copy to:
 
 Duane
        Morris LLP
 101
        West
        Broadway, Suite 900
  -14-
  San
        Diego, CA 92101-8285
 Attention:
        James A. Mercer III
 
 (ii)  If
        to the
        Purchaser, at its address as set forth below, or at such other address or
        addresses as may have been furnished to the Company in writing:
 
 ________________________________________
 ________________________________________
 ________________________________________
 ________________________________________
 
 With
        a
        copy to:
 
 ________________________________________
 ________________________________________
 ________________________________________
 ________________________________________
 
 
 **IN
        WITNESS WHEREOF,** the
        undersigned have caused this Agreement to be duly executed as of the date
        first
        written above.
 
 
 **COMPANY:**
 
 Telanetix,
        Inc.
 
 By:
        ______________________________
 Name:
 Title:
 
 
 ****  **PURCHASER:**
 
  
 By:
        _________________________________
 Name:
 Title:
 **EXHIBIT
        B**
 
 **telanetix,
        INC.**
 **INVESTOR
        QUESTIONNAIRE**
  Telanetix,
        Inc.
 6197
        Cornerstone Court East
 San
        Diego, CA 92121
 
 The
        information contained in this Questionnaire is being furnished in order to
        determine (1) whether the undersigned proposed securityholder is an
        accredited investor as such term is defined in Regulation D promulgated under
        the Securities Act of 1933, as amended (the “Act”) or (2) if such
        securityholder is not an accredited investor, whether either alone or with
        his
        or her purchase representative(s), the undersigned has such knowledge and
        experience in financial and business matters that he or she is capable of
        evaluating the merits and risks of the prospective investment in Common Stock
        and Warrants (the “Securities”) of Telanetix, Inc., a Delaware corporation (the
“Company”), and the financial means to bear the economic risks
        involved.
  ALL
        INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
        The
        undersigned understands, however, that the Company may present this
        Questionnaire to such parties as it deems appropriate if called upon to
        establish that the proposed offer and sale of the Securities of the Company
        which will be issued to the undersigned pursuant to the Securities Purchase
        Agreement by and between the Company and the each investor named therein
        is
        exempt from registration under the Act and meets the requirement of applicable
        state securities laws. Further, the undersigned understands that the offering
        may be required to be reported to the Securities and Exchange Commission
        and to
        various state securities regulators.
  Please
        answer all questions fully.
  IF
                  THE SECURITIES ARE TO BE ISSUED IN THE NAME OF BOTH YOU AND YOUR
                  SPOUSE,
                  YOU MUST BOTH COMPLETE THIS
                  QUESTIONNAIRE.
 
 
 In
        order
        to induce the Company to accept the Securities Purchase Agreement and as
        further
        consideration for such acceptance, the undersigned hereby makes the following
        acknowledgments, representations and warranties with the full knowledge that
        the
        Company will expressly rely on the following acknowledgments, representations
        and warranties in making a decision to accept or reject the Securities Purchase
        Agreement:
 
 1.
              I
                  hereby adopt, confirm and agree to all of the covenants, representations
                  and warranties set out in this Securities Purchase
                  Agreement.
 
 2 .  My
        primary state of residence is:    .
  -15-
  3 .  My
        date
        of birth is:    .
 
 4 .  I
        hereby
        represent and warrant (check as appropriate):
 
 ( a )
        That I
        have a net worth, exclusive of home, home furnishings and personal automobiles
        of: (check one) __ $100,000 - $499,999; ___$500,000 - $1,000,000;  over
        $1,000,000.
 
 ( b )
        That I
        have individual income of the following amount in each of the two most recent
        years and I reasonably expect individual income in excess of that amount
        in the
        current year: (check one) __ $50,000 - $99,999; ___$100,000 - $200,000;  $200,000
        - $300,000; ___over $300,000.
 
 ( c )
        That I
        have joint income with my spouse of the following amount in each of the two
        most
        recent years and I reasonably expect joint income in excess of that amount
        in
        the current year: (check one) __ $50,000 - $99,999; ___$100,000 - $200,000;  $200,000
        - $300,000; ___over $300,000. [Please leave this subsection (c) blank if
        you have no spouse.]
 
 ( d )
        That
        the aggregate dollar amount of the Securities I am purchasing is less than
        the
        following percentage of my net worth (check lowest number possible)  5%;  10%;
        ___15%; ___20%; ___ 25%.
 
 5.
              In
                  order for the Company to ascertain the availability of a transactional
                  exemption under applicable California Corporate Securities Laws,
                  I
                  represent and warrant, in addition to the other representations
                  and
                  warranties contained herein, that I qualify under the following
                  categories
                  (check all applicable categories):
 
 ____
              (a)
              By
                  reason of my business or financial experience or the business or
                  financial
                  experience of my professional advisor, I or he/she on my behalf
                  has the
                  capacity to protect my interests in connection with the purchase
                  of the
                  Shares.
 
 ____
              (b)
              I
                  have a preexisting personal or business relationship with the CEO
                  of the
                  Company, or one of its officers or directors, of a nature and duration
                  as
                  would allow me to be aware of the character, business acumen, general
                  business and financial circumstances of the CEO or of the person
                  with whom
                  such relationship exists. [Please describe relationship and duration
                  of
                  relationship.]
                  _______________________________________
 _____________________________________________________
 _____________________________________________________
 _____________________________________________________
 
 
 6.
              I
                  certify that I or my professional advisor has sufficient knowledge
                  and
                  experience in financial and business matters so that I am or he/she
                  is on
                  my behalf capable of evaluating the merits and risks of investment
                  in
                  restricted securities of a private, startup company and can be
                  reasonably
                  assumed to have the capacity to protect my interests in connection
                  with
                  the transaction. (Attention should be directed to your experience
                  as an
                  investor in securities, particularly investments in securities
                  for which
                  no market exists. If you do not have sufficient knowledge and experience
                  in financial and business matters such that you are capable of
                  evaluating
                  the merits and risks of investment in private securities, you are
                  urged to
                  consult with one or more professional advisors who do possess such
                  knowledge and experience.) The following is a description of my
                  experience
                  in financial and business matters:
 __________________________________________________________________
 _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
  -16-
  ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________
 
 
 7.
              In
                  evaluating the merits and risks of this investment, do you intend
                  to rely
                  upon the advice of any professional advisor? Yes ٱ  No ٱ
                  Any other person? Yes ٱ 
No ٱ
 
 If
        Yes,
        then complete the following:
 
 (i)  Name:   _______________________________________________
 Address:   _______________________________________________
 _______________________________________________
 
 (ii)  Occupation:  _______________________________________________
 
 (iii)  Please
        describe the occasions in the last five (5) years when you have relied upon
        such
        person's advice:
        ______________________________________________________________________________
 ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
 
 (iv)  Have
        you
        customarily compensated such person for his advice, either specifically or
        by
        way of related professional services? Yes ٱ  No ٱ
 
 Your
        selected professional advisor, if you have one, should complete and sign
        the
        Professional Advisor Questionnaire.
 
 8 .  I
        (we)
        wish to own my (our) Securities as follows (check one):
 _____
              a.
              Separate
                  or individual property. (In community property states, if the purchaser
                  is
                  married, his/her spouse must submit written consent if community
                  funds
                  will be used to purchase the
                  Shares.)
 _____
              b.
              Husband
                  and wife as community property. (Community property states only.
                  Husband
                  and Wife should both sign all required documents unless advised
                  by their
                  attorney that one signature is
                  sufficient.)
 _____
              c.
              Joint
                  Tenants with right of survivorship. (Both parties must sign all
                  required
                  documents unless advised by their attorneys that one signature
                  is
                  sufficient.)
 _____
              d.
              Tenants
                  in common. (Both parties must sign all required
                  documents.)
 _____
              e.
              Trust.
                  (Include name of trust, name of trustee and date trust was
                  formed.)
 _____
              f.
              Company.
                  (Include evidence of partnership authority for person who executes
                  required documents.)
 _____
              g.
              Other
                  (indicate):
 
 
 *
              **The
                  Internal Revenue Service does not require your consent to any provision
                  of
                  this document other than the certifications required to avoid backup
                  withholding.**