Exhibit
      4.2




***THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF,
        HAVE
        NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
        OR
        FILED OR REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
        OR
        WITH THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, BUT ARE BEING ISSUED
        PURSUANT TO CERTAIN EXEMPTIONS THEREUNDER. THIS WARRANT, AND SUCH SHARES
        OF
        COMMON STOCK, HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
        SECURITIES AND EXCHANGE COMMISSION OR BY THE SECURITIES REGULATORY AUTHORITY
        OF
        ANY STATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS
        WARRANT, AND SUCH SHARES OF COMMON STOCK, ARE SUBJECT TO RESTRICTIONS ON
        TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
        PERMITTED UNDER THE ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
        TO
        REGISTRATION THEREUNDER OR EXEMPTION THEREFROM*** *.*
 
 
 This
        Warrant Will Be Void After November 3, 2009
  **WARRANT**
 
 TO
        PURCHASE 72,917 SHARES OF COMMON STOCK OF
 
 **TELANETIX,
        INC.**
 
 This
        is
        to certify that for value received, (the “ Holder ”)
        is
        entitled to purchase, subject to the provisions of this Warrant, from TELANETIX,
        INC., a Delaware corporation (the “ Company ”),
        at
        any time and from time to time, but not later than November 3, 2009 (the
        “ Expiration
        Date ”),
        72,917 shares of the Company's common stock, $0.0001 par value (the
“ Common
        Stock ”)
        at a
        purchase price of One Dollar and Fifty Cents ($1.50) per share. The shares
        of
        the Common Stock deliverable upon such exercise are hereinafter sometimes
        referred to as “ Warrant
        Stock ,”
and
        the exercise price of a share of Common Stock is hereinafter sometimes referred
        to as the “ Exercise
        Price .”
This
        Warrant is being issued by the Company pursuant to the terms of the Securities
        Purchase Agreement dated November 3, 2006 (the “ Securities
        Purchase Agreement ”)
        between the Company and Holder.
 
 1. ***Exercise
        of Warrant*** .
        At any
        time on or before the Expiration Date, this Warrant may be exercised at any
        time
        in whole or in part; provided, however, in no event may Holder exercise less
        than Twenty Thousand (20,000) shares in any single exercise. If the date
        on
        which the Holder's right to purchase Common Stock expires is a day on which
        national banks in San Diego, California, are authorized by law to close,
        then
        that right shall expire on the next succeeding day that is not such a day.
        The
        Holder shall exercise all rights to purchase Common Stock by presenting and
        surrendering this Warrant to the Company with the attached Purchase Form,
        duly
        executed, and accompanied by payment (by wire transfer or other good funds)
        of
        the Exercise Price for the number of shares specified in such form. Upon
        receipt
        by the Company of this Warrant, in proper form for exercise, and receipt
        of
        payment of good funds, the Holder shall be deemed to be the holder of record
        of
        the shares of Common Stock issuable upon such exercise.
 
 2. ***Reservation
        of Shares*** .
        The
        Company hereby agrees that at all times there shall be reserved for issuance
        and
        delivery upon exercise of this Warrant such number of shares of Common Stock
        as
        shall be required for issuance or delivery upon exercise of this
        Warrant.
 
   
  3. ***Fractional
        Shares*** .
        No
        fractional shares or script representing fractional shares shall be issued
        upon
        the exercise of this Warrant. With respect to any fraction of a share called
        for
        upon any exercise hereof, the Company shall pay to the Holder an amount in
        cash
        equal to such fraction multiplied by the current market value of such fractional
        share. If the Common Stock is listed or admitted to unlisted trading privileges,
        then the current market value shall mean the closing price of the Common
        Stock
        on the last business day prior to the exercise if this Warrant. If the Common
        Stock is not listed or admitted to unlisted trading privileges, then the
        current
        market value shall be an amount determined in such reasonable manner as may
        be
        prescribed by the Company's board of directors.
 
 4. ***Transfer,
        Assignment or Loss of Warrant*** .
 
 (a)   This
        Warrant and the Warrant Stock, have not been filed or registered with the
        United
        States Securities and Exchange Commission or with the securities regulatory
        authority of any state. This Warrant and the Warrant Stock are subject to
        restrictions imposed by federal and state securities laws and regulations
        on
        transferability and resale, and may not be transferred assigned or resold
        except
        as permitted under the Securities Act of 1933, as amended (the “ Act ”),
        and
        the applicable state securities laws, pursuant to registration thereunder
        or
        exemption therefrom. Upon receipt by the Company of evidence satisfactory
        to it
        that this Warrant has been legally and validly transferred or assigned, the
        Company will, at the request of the Holder, upon presentation and surrender
        hereof to the Company or at the office of its stock transfer agent, if any,
        exchange this Warrant for a replacement Warrant registered in such name or
        names
        as the Holder shall designate. If, at the time of such transfer or assignment,
        this Warrant and the Common Stock issuable upon the exercise hereof have
        not
        been registered under the Act, then each such transferee and assignee shall
        furnish the Company with investment representations and warranties satisfactory
        to the Company, but in any event as comprehensive as the representations
        and
        warranties provided by Holder in the Securities Purchase Agreement. The term
        “Warrant,” as used herein, includes any Warrants issued in substitution for or
        replacement of this Warrant.
 
 (b)   Upon
        receipt by the Company of evidence satisfactory to it of the loss, theft,
        destruction or mutilation of this Warrant, and in the case of loss, theft
        or
        destruction of reasonably satisfactory indemnification, and upon surrender
        and
        cancellation of this Warrant in the case of mutilation, the Company will
        execute
        and deliver a new Warrant of like tenor and date. Any such new Warrant executed
        and delivered shall constitute an additional contractual obligation on the
        part
        of the Company, whether or not this Warrant so lost, stolen, destroyed or
        mutilated shall be at any time enforceable by anyone.
 
 (c)   The
        Company may cause any legend required under the Act and applicable state
        securities laws, or advisable in the opinion of its legal counsel, to be
        set
        forth on each Warrant, on each certificate representing Warrant Stock, and
        on
        any other security issued or issuable upon exercise of this Warrant not
        previously distributed to the public or sold to underwriters for distribution
        to
        the public.
 
 5. ***Rights
        of the Holder*** .
        The
        Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
        in the Company, either at law or equity, and the rights of the Holder as
        the
        holder of this Warrant are limited to those expressed in this
        Warrant.
 
 6. ***Anti-Dilution
        Provisions*** .
        If the
        Company shall at any time subdivide the outstanding shares of Common Stock,
        or
        shall issue a stock dividend on the outstanding Common Stock, then the Exercise
        Price in effect immediately prior to that subdivision or the issuance of
        that
        dividend shall be proportionately decreased, and if the Company shall at
        any
        time combine the outstanding shares of Common Stock, then the Exercise Price
        in
        effect immediately prior to that combination
  
  shall
        be
        proportionately increased, effective at the close of business on the date
        of the
        subdivision, dividend or combination, as the case may be.
 
 7. ***Termination
        of Warrant*** .
        Unless
        previously exercised in full, this Warrant will expire on the Expiration
        Date.
 
 8. ***Reclassification,
        Reorganization or Merger*** .
        If any
        recapitalization, reclassification or reorganization of the share capital
        of the
        Company, or any consolidation or merger of the Company with another corporation,
        or the sale of all or substantially all of its shares and/or assets or other
        transaction (including, without limitation, a sale of substantially all of
        its
        assets followed by a liquidation) shall be effected in such a way that holders
        of Common Stock shall be entitled to receive shares, securities or other
        assets
        or property (a “ ***Change*** ”),
        then,
        as a condition of such Change, adequate provisions shall be made by the Company
        whereby the Holder hereof shall thereafter have the right to purchase and
        receive (in lieu of the Common Stock of the Company immediately theretofore
        purchasable and receivable upon the exercise of the rights represented hereby)
        such shares, securities or other assets or property as may be issued or payable
        with respect to or in exchange for the number of outstanding Common Stock
        which
        such Holder would have been entitled to receive had such Holder exercised
        this
        Warrant immediately prior to the consummation of such Change. The Company
        or its
        successor shall promptly issue to Holder a new Warrant for such new securities
        or other property. The new Warrant shall provide for adjustments which shall
        be
        as nearly equivalent as may be practicable to give effect to the adjustments
        provided for in this Section 8 including, without limitation, adjustments
        to the
        Warrant Price and to the number of securities or property issuable upon exercise
        of the new Warrant. The provisions of this Section 8 shall similarly apply
        to
        successive Changes.
 
 9.  ***Holder
        Representations*** .
        The
        Company is issuing this Warrant to Holder, and any and all Warrant Stock
        to
        Holder, in reliance upon the representations made by Holder, effective as
        of the
        date of this Warrant, and the date of each exercise of this Warrant, set
        forth
        in Paragraph 3 of the Securities Purchase Agreement and accompanying Investor
        Questionnaire.
 
 10.  ***Miscellaneous.*** The
        provisions of Paragraph 6 (a), (b) and (c) of the Securities Purchase Agreement
        are incorporated herein by reference, with the word “Warrant” substituted for
“Agreement”.
 
 This
        Warrant is dated and effective as of November 3, 2006.
 
 **TELANETIX,
        INC.**
 
 
 By:
        ___________________________________
 Thomas
        A.
        Szabo, Chief Executive Officer
 
 *ACKNOWLEDGED
        AND AGREED:*
 
 **HOLDER:**
 
 
 ____________________________________
    
  
 
 
 **PURCHASE
        FORM**
 
 
 
 
 
 Date:
        ____________________
 
 TO:
        TELANETIX, INC.:
 
 
 The
        undersigned hereby confirms its representations sect forth in Paragraph 11
        of
        the Warrant and irrevocably elects to exercise the Warrant to the extent
        of
        purchasing _________________________ (____________) shares of Common Stock,
        and
        hereby makes payment of _______________ Dollars and _________________ Cents
        ($__________) in payment of the Exercise Price thereof.
 
 
 
 
 INSTRUCTIONS
        FOR ISSUANCE OF STOCK
 
 
 Name:
        ___________________________________________________________
 
 Address:
        _________________________________________________________
 
 City,
        State, Zip: ___________________________________________________
 
 
 
 
 Signature:
                
                ____________________________
                
                Name
                  _______________________
                
                Date:
                  _______________________