121203 S3 Exhibit 4.10





Exhibit 4.10



8X8, INC.



UNIT SUBSCRIPTION AGREEMENT

                  COMMON STOCK

                  AND WARRANTS


UNIT SUBSCRIPTION AGREEMENT (the "Agreement") dated as of
November 12, 2003 among 8X8, INC., a Delaware corporation
("Company"), and the persons who execute this agreement as
investors (the "Investors").


Background:The Company desires to sell to the Investors, and the
Investors desire to purchase up to an aggregate of 1,860,055 shares of common
stock, $0.001 par value per share (the "Shares"), of the
Company (the "Common Stock") at a purchase price of $2.83 per
share (the "Share Price") (an amount equal to the average of
the last sale prices for the Common Stock for each of the five (5) trading days
ending on, and including November 10, 2003 as reported on the Nasdaq SmallCap
Market (the "Trading Market")) and one set of 5-year warrants,
in substantially the form attached hereto as Exhibit 1, exercisable to
purchase up to an aggregate of 1,860,055 shares of Common Stock (100% warrant
coverage) at $3.40 (an amount equal to 120% of the Share Price) per share (the
"Warrants").  


STMicroelectronics, Inc. ("STM"), which beneficially owns
approximately 12% of the Common Stock, has Preemptive Rights, exercisable to
purchase approximately 12% of the Shares and Warrants.


Orin Hirschman and group of private investors, including certain officers of
the Company, who participated in a private placement on July 29, 2003
(collectively the "July 29 Investors"), have Preemptive Rights,
exercisable to purchase 7.35% of the Shares and Warrants.


Certain Definitions:


"Common Stock" shall mean stock of the Company of any class
(however designated) whether now or hereafter authorized, which generally has
the right to participate in the voting and in the distribution of earnings and
assets of the Company without limit as to amount or percentage, including the
Company's Common Stock, $0.001 par value per share.


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


"Material Adverse Change" shall mean a material adverse
change in the business, financial condition, results of operation, properties or
operations of the Company and its Subsidiaries taken as a whole.


"Own" means own beneficially, as that term is defined in the
rules and regulations of the SEC.


"Person" means any individual, sole proprietorship,
partnership, corporation, limited liability company, business trust,
unincorporated association, joint stock corporation, trust, joint venture or
other entity, any university or similar institution, or any government or any
agency or instrumentality or political subdivision thereof.


"Preemptive Rights" means STM's rights to purchase its
proportionate share of any issuance of securities by the Company, pursuant to
the Investor Rights Agreement, dated March 31, 2000 by and between the Company
and STM, and the July 29 Investors' rights to purchase their proportionate share
of any issuance of securities by the Company, pursuant to the Investor Rights
Agreement, dated July 29, 2003 by and between the Company and the July 29
Investors.


"SEC" means the Securities and Exchange Commission. 


"Subsidiary" shall mean any corporation
of which stock or other interest having ordinary power to elect a majority of
the board of directors (or other governing body) of such entity (regardless of
whether or not at the time stock or interests of any other class or classes of
such corporation shall have or may have voting power by reason of the happening
of any contingency) is at the time directly or indirectly owned by the Company
or by one or more Subsidiaries.



"Underlying Shares" shall mean the shares of Common Stock
issued or from time to time issuable upon exercise of the Warrants.


"Unit" shall mean (i) 20,000 Shares, and (ii) Warrants to
purchase up to 20,000 shares of Common Stock.


In consideration of the mutual covenants contained herein, the parties agree
as follows:



	Purchase and Sale of Stock.

1.1    Sale and Issuance of Securities.  (a)  The Company shall sell to each
Investor and each Investor shall purchase from the Company, the number of Units
set forth opposite such Investor's name on Schedule 1.1 at a price per Unit
equal to the product of the Share Price times 20,000; provided that the
amount of Units to be purchased by each Investor other than STM and the July 29
Investors, and the related purchase price therefor, may be reduced by up to
19.35% in the event of exercise of the Preemptive Rights.  Each Unit shall
consist of 20,000 Shares (the "Purchased Shares") and (y)
Warrants to purchase up to an aggregate of 20,000 shares of Common Stock (the
"Purchased Warrants" and collectively with the Purchased
Shares, the "Securities").  The obligations of each Investor
under this Agreement, including without limitation under this Section 1.1, shall
be several, and not joint, and the agreement hereunder between the Company and
each Investor shall constitute a separate agreement.

1.2    Closing.  Subject to the satisfaction of conditions set forth in
Sections 1.3 and 1.4 below, the closing (the "Closing") of
the purchase and sale of the Securities hereunder shall take place on November
13, 2003 or such other date agreed to by the Company and Investors who have
entered into Agreements providing for the purchase of at least 22 Units (the
"Closing Date").  The Closing shall take place at the offices
of the Company in Santa Clara, California, or at such other location as is
mutually acceptable to the Investors and the Company, subject to fulfillment of
the conditions of closing set forth in the Agreement.  At the Closing:

	Each Investor purchasing Securities at the Closing shall deliver to the
Company or its designees by wire transfer or such other method of payment as the
Company shall approve, an amount equal to the purchase price of the Securities
purchased by such Investor hereunder, as set forth opposite such Investor's name
on the signature pages hereof; provided that each of the Investors shall
deposit in escrow 19.35% of the Securities proposed to be purchased by such
Investor, and the related purchase price therefor, to permit STM and the July 29
Investors to exercise the Preemptive Rights; and the Investors and the Company
shall enter into an escrow agreement (the "Escrow Agreement")
in substantially the form attached as Exhibit 3, to provide for escrow of
$994,632.92, the purchase price of 17.57 Units and the 351,460 Purchased Shares
and  351,460 Purchased Warrants included in such Units in accordance with this
proviso;
	(i) The Company shall authorize its transfer agent (the "Transfer
Agent") to arrange delivery to each Investor of one or more stock
certificates registered in the name of such Investor, or in such nominee name(s)
as designated by such Investor in writing, representing the number of Shares
equal to 20,000 multiplied by the number of Units purchased by such Investor and
(ii) the Transfer Agent shall deliver to counsel for the Investors a certificate
of the Transfer Agent, in form and substance reasonably acceptable to counsel
for the Investors, certifying that the Transfer Agent is duly authorized to
issue the Purchased Shares; and
	The Company shall issue and deliver to each Investor purchasing Securities
at the Closing (x) Warrants equal to 20,000 multiplied by the number of Units
purchased.



1.3    Conditions to Obligations of Investors.  The obligation of each of
the Investors to complete the purchase of the Securities at the Closing is
subject to fulfillment of the following conditions:

	The Company shall have executed and delivered an Investor Rights Agreement,
dated the Closing Date, in the form attached as Exhibit 2 with
respect to the Purchased Shares and the Underlying Shares (the "Investor
Rights Agreement");
	The Company shall have delivered to the Investors an opinion of counsel,
dated the Closing Date and reasonably satisfactory to counsel for the
Investors;
	The Company shall have complied fully with the Preemptive Rights;
	The representation and warranties of the Company set forth in this Agreement
shall be true and correct as of the date of this Agreement and (except to the
extent such representations and warranties speak as of an earlier date) as of
the Closing Date as though made on and as of the Closing Date, and the Company
shall have performed in all material respects all covenants and other
obligations required to be performed by it under this Agreement at or prior to
the Closing Date, and the Investors shall have received a certificate signed on
behalf of the Company by the Chief Executive Officer of the Company, in such
capacity, to such effect (the "Closing Certificate") and the
Closing Certificate shall also contain an accurate list of all the agreements to
which the Company is a party that are material to the business, financial
condition, results of operation, properties or operations of the Company and its
Subsidiaries taken as a whole;
	The Company shall have executed and delivered all documents, reasonably
requested by counsel for the Investors; and
	The Company shall pay the Investors' expenses to the extent set forth in
Section 6.10 hereof. 



1.4    Conditions to Obligations of the Company.  The obligation of the the
Company to issue and sell the Securities at the Closing is subject to
fulfillment of the following conditions:

	This Agreement and the issuance and sale to the Investors of the Securities
on the terms set forth herein shall have been approved by the Company's board of
directors;
	The representation and warranties of the Investors set forth in this
Agreement shall be true and correct as of the date of this Agreement and (except
to the extent such representations and warranties speak as of an earlier date)
as of the Closing Date as though made on and as of the Closing Date; and
	The Investors shall have executed and delivered all documents, reasonably
requested by counsel for the Company.




	Representations and Warranties of the Company.  Subject to the
exceptions set forth in the disclosure schedule delivered by the Company to the
Investors on the date hereof (the "Company Disclosure Letter"),
the Company hereby represents and warrants to each of the Investors as
follows:

2.1    Corporate Organization; Authority; Due Authorization.

	The Company (i) is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, (ii) has the corporate
power and authority to own or lease its properties as and in the places where
such business is now conducted and to carry on its business as now conducted and
(iii) is duly qualified and in good standing as a foreign corporation authorized
to do business in every jurisdiction where the failure to so qualify,
individually or in the aggregate, would have a material adverse effect on the
operations, prospects, assets, liabilities, financial condition or business of
the Company (a "Material Adverse Effect").  Set forth in the
Company Disclosure Letter is a complete and correct list of all Subsidiaries.
Each Subsidiary is duly incorporated, validly existing and in good standing
under the laws of its jurisdiction of incorporation and is qualified to do
business as a foreign corporation in each jurisdiction in which qualification is
required, except where failure to so qualify would not have a Material Adverse
Effect.
	The Company (i) has the requisite corporate power and authority to execute,
deliver and perform this Agreement and the other
Transaction Documents to which it is a party and to
incur the obligations herein and therein and (ii) has been authorized by all
necessary corporate action to execute, deliver and perform this Agreement and
the other Transaction Documents to which it is a party and to consummate the
transactions contemplated hereby and thereby (the "Contemplated
Transactions").  Each of this Agreement and the other Transaction
Documents is a valid and binding obligation of the Company enforceable in
accordance with its terms except as limited by applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting the enforcement
of creditors' rights and the availability of equitable remedies (regardless of
whether such enforceability is considered in a proceeding at law or
equity).



2.2    Capitalization.  As of September 30, 2003, the authorized capital
stock of the Company consisted of (i) 100,000,000 shares of Common Stock, of
which 30,960,307 shares are outstanding and (ii) 5,000,000 shares of Preferred
Stock, $0.01 par value, of which one Special Voting Share is outstanding.  All
outstanding shares were issued in compliance with all applicable Federal and
state securities laws, and the issuance of such shares was duly authorized.
Except as contemplated by this Agreement or as set forth in the Company
Disclosure Letter, there are (i) no outstanding subscriptions, warrants,
options, conversion privileges or other rights or agreements obligating the
Company to purchase or otherwise acquire or issue any shares of capital stock of
the Company (or shares reserved for such purpose), (ii) no preemptive
rights (other than the Preemptive Rights) contained in the Company's Certificate
of Incorporation, as amended (the "Certificate of
Incorporation"), By-Laws of the Company or contracts to which the
Company is a party or rights of first refusal with respect to the issuance of
additional shares of capital stock of the Company, including without limitation
the Securities and the Underlying Shares, and (iii) no commitments or
understandings (oral or written) of the Company to issue any shares, warrants,
options or other rights.  Except as set forth in the Company Disclosure Letter,
none of the shares of Common Stock are subject to any stockholders' agreement,
voting trust agreement or similar arrangement or understanding.  Except as set
forth in the Company Disclosure Letter, the Company has no outstanding bonds,
debentures, notes or other obligations the holders of which have the right to
vote (or which are convertible into or exercisable for securities having the
right to vote) with the stockholders of the Company on any matter.  With respect
to each Subsidiary, (i) all the issued and outstanding shares of the
Subsidiary's capital stock have been duly authorized and validly issued, are
fully paid and nonassessable, have been issued in compliance with applicable
federal and state securities laws, were not issued in violation of or subject to
any preemptive rights or other rights to subscribe for or purchase securities,
and (ii) except as disclosed in the Company Disclosure Letter, there are no
outstanding options to purchase, or any preemptive rights or other rights to
subscribe for or to purchase, any securities or obligations convertible into, or
any contracts or commitments to issue or sell, shares of the Subsidiary's
capital stock or any such options, rights, convertible securities or
obligations.  Except as disclosed in the Company Disclosure Letter, the Company
owns 100% of the outstanding equity of each Subsidiary.

2.3    Validity of Securities.  When and if issued in accordance with this
Agreement, the issuance of the Securities will have been duly authorized by all
necessary corporate action on the part of the Company and, when issued to and
paid for by you in accordance with this Agreement and the countersigning of the
certificate or certificates representing the Purchased Shares by a duly
authorized signator of the registrar for the Common Stock, the Purchased Shares
will be validly issued, fully paid and non-assessable.  

2.4    Underlying Shares.  When and if the Purchased Warrants are issued in
accordance with this Agreement, the issuance of the Underlying Shares upon
exercise of the Purchased Warrants will have been duly authorized, and the
Underlying Shares will have been, and at all times prior to such exercise will
have been, duly reserved for issuance upon such exercise and, when so issued,
will be validly issued, fully paid and non-assessable.

2.5    Private Offering.  Neither the Company nor anyone acting on its
behalf has within the last 12 months issued, sold or offered any security of the
Company (including, without limitation, any Common Stock or warrants of similar
tenor to the Purchased Warrants) to any Person under circumstances that would
cause the issuance and sale of the Securities, as contemplated by this
Agreement, to be subject to the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act").  The Company agrees
that neither the Company nor anyone acting on its behalf will offer the
Securities or any part thereof or any similar securities for issuance or sale
to, or solicit any offer to acquire any of the same from, anyone so as to make
the issuance and sale of the Securities subject to the registration requirements
of Section 5 of the Securities Act.  

2.6    Brokers and Finders.  The Company has retained Griffin Securities,
Inc., 17 State Street, New York, New York 10004, as a broker in connection with
the Contemplated Transactions.  The Company shall pay to Griffin Securities a
fee equal to 5% of the aggregate purchase price of the Securities and will issue
to Griffin Securities warrants to purchase 74,079 shares of Common Stock.


2.7    No Conflict; Required Filings and Consents.  

	The execution, delivery and performance of this Agreement and the other
Transaction Documents  by the Company do not, and the
consummation by the Company of the Contemplated Transactions will not, (i)
conflict with or violate the Certificate of Incorporation or By-Laws of the
Company, (ii) conflict with or violate any law, rule, regulation, order,
judgment or decree applicable to the Company or its Subsidiaries or by which any
property or asset of the Company or its Subsidiaries is bound or affected, or
(iii) result in any breach of or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, result in the
loss of a material benefit under, or give to others any right of purchase or
sale, or any right of termination, amendment, acceleration, increased payments
or cancellation of, or result in the creation of a lien or other encumbrance on
any property or asset of the Company or of any of its Subsidiaries pursuant to,
any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which the Company or any
of its Subsidiaries is a party or by which the Company or of any of its
Subsidiaries or any property or asset of the Company or of any of its
Subsidiaries is bound or affected; except, in the case of clauses (ii) and (iii)
above, for any such conflicts, violations, breaches, defaults or other
occurrences which would not prevent or delay consummation of any of the
Contemplated Transactions in any material respect or otherwise prevent the
Company from performing its obligations under this Agreement or any of the other
Transaction Documents  in any material respect, and would not, individually or
in the aggregate, have a Material Adverse Effect.
	The execution and delivery of this Agreement and the other Transaction
Documents  by the Company do not, and the performance of this Agreement and the
other Transaction Documents  and the consummation by the Company of the
Contemplated Transactions will not, require any consent, approval, authorization
or permit of, or filing with or notification to, any Governmental Body (as
hereinafter defined) except for the filing of a Form D with the Securities and
Exchange Commission and applicable requirements, if any, of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or any
state securities or "blue sky" laws ("Blue Sky
Laws"), and any approval required by applicable rules of The Nasdaq
Stock Market.    For purposes of this Agreement, "Governmental
Body" shall mean any: (a) nation, state, commonwealth, province,
territory, county, municipality, district or other jurisdiction of any nature;
(b) federal, state, local, municipal, foreign or other government; or (c)
governmental or quasi-governmental authority of any nature (including any
governmental division, department, agency, commission, instrumentality,
official, organization, unit, body or entity and any court or other
tribunal).



2.8    Compliance.  Except as set forth in the Company Disclosure Letter,
neither the Company nor any Subsidiary is in conflict with, or in default or
violation of (i) any law, rule, regulation, order, judgment or decree applicable
to the Company or such subsidiary or by which any property or asset of the
Company or such subsidiary is bound or affected ("Legal
Requirement"), or (ii) any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which the Company or such subsidiary is a party or by which the Company or
such subsidiary or any property or asset of the Company or such subsidiary is
bound or affected, in each case except for any such conflicts, defaults or
violations that would not, individually or in the aggregate, have a Material
Adverse Effect. Neither the Company nor any Subsidiary has received any notice
or other communication from any Governmental Body regarding any actual or
possible violation of, or failure to comply with, any Legal Requirement.


2.9    SEC Documents; Financial Statements.

	The information contained in the following documents, did not, as of the
date of the applicable document, include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances in which they
were made, not misleading, as of their respective filing dates or, if amended,
as so amended (the following documents, collectively, the "SEC
Documents"), provided that the representation in this sentence shall
not apply to any misstatement or omission in any SEC Document filed prior to the
date of this Agreement which was superseded by a subsequent SEC Document filed
prior to the date of this Agreement:



	the Company's Annual Report on Form 10-K for the year
ended March 31, 2003; 


	the Company's definitive Proxy Statement with respect to
its 2003 Annual Meeting of Stockholders, filed with the Commission on June 19,
2003; and


	the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003.
	In addition, as of the date of this Agreement, the Company Disclosure
Letter, when read together with the information, qualifications and exceptions
contained in this Agreement, does not include any untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances in which they were made, not
misleading.
	The Company has filed all forms, reports and documents required to be filed
by it with the SEC since March 31, 2003, including without limitation the SEC
Documents.  As of their respective dates, the SEC Documents
filed prior to the date hereof complied as to form in all material respects
with the applicable requirements of the Securities Act, the Exchange Act, and
the rules and regulations thereunder.
	The financial statements (including the related notes and schedules thereto)
contained in the SEC Documents fairly present in all material respects the
consolidated financial position, the results of operations, retained earnings or
cash flows, as the case may be, of the Company for the periods set forth therein
(subject, in the case of unaudited statements, to normal year-end audit
adjustments that would not be material in amount or effect), in each case in
accordance with generally accepted accounting principles consistently applied
during the periods involved, except as may be noted therein.

2.10    Litigation.  Except as set forth in the SEC Documents or the Company
Disclosure Letter, there are no claims, actions, suits, investigations,
inquiries or proceedings (each, an "Action") pending against
the Company or any of its Subsidiaries or, to the knowledge of the Company,
threatened against the Company or any of its Subsidiaries, at law or in equity,
or before or by any court, tribunal, arbitrator, mediator or any federal or
state commission, board, bureau, agency or instrumentality, that, individually
or in the aggregate, would reasonably be expected to have a Material Adverse
Effect. Neither the Company nor any of its Subsidiaries is a party to or subject
to the provisions of any order, writ, injunction, judgment or decree of any
court or government agency or instrumentality.

2.11    Absence of Certain Changes.  Except as specifically contemplated by
this Agreement or set forth in the Company Disclosure Letter, the SEC Documents,
or the Financial Statements, since March 31, 2003, there has not been (i) any
Material Adverse Change; (ii) any return of any capital or other distribution of
assets to stockholders of Company (except to Company); (iii) any acquisition (by
merger, consolidation, acquisition of stock and/or assets or otherwise) of any
Person; or (iv) any transactions, other than in the ordinary course of business,
consistent with past practices and reasonable business operations
("Ordinary Course of Business"), with any of its officers,
directors, principal stockholders or employees or any Person affiliated with any
of such persons.

2.12    Proprietary Assets.

	For purposes of this Agreement, "Proprietary Assets" shall
mean all right, title and interest of the Company and the Subsidiaries in and to
the following items or types of property: (i) every patent, patent application,
trademark (whether registered or unregistered), trademark application, trade
name, fictitious business name, service mark (whether registered or
unregistered), service mark application, copyright (whether registered or
unregistered), copyright application, maskwork, maskwork application, trade
secret, know-how, customer list, franchise, system, computer software, computer
program, invention, design, blueprint, engineering drawing, proprietary product,
technology, proprietary right or other intellectual property right or intangible
asset; and (ii) all licenses and other rights to use or exploit any of the
foregoing.
	The Company Disclosure Letter sets forth, with respect to each Proprietary
Asset of the Company and the Subsidiaries registered with any Governmental Body
in the U.S., or for which an application has been filed with any Governmental
Body in the U.S., (i) a brief description of such Proprietary Asset and (ii) the
names of the jurisdictions covered by the applicable registration or
application.  The Company Disclosure Letter identifies and provides a brief
description of all other material Proprietary Assets owned by the Company and
its Subsidiaries, and identifies and provides a brief description of each
material Proprietary Asset, or source code version of any software licensed to
the Company or any Subsidiary by any Person (except for any Proprietary Asset
that is licensed to the Company or any Subsidiary under any third party software
license generally available to the public at a cost of less than $10,000), and
identifies such license agreement under which such Proprietary Asset is being
licensed to the Company or any Subsidiary.  Except as set forth in the Company
Disclosure Letter, the Company or its Subsidiaries have good, valid and
marketable title to each of the Proprietary Assets identified in the Company
Disclosure Letter as owned by it, free and clear of all liens and other
encumbrances); has a valid right to use all Proprietary Assets of third parties
identified in the Company Disclosure Letter; and is not obligated to make any
payment to any Person for the use of any Proprietary Asset except as set forth
in the applicable license agreement.  Except as set forth in the Company
Disclosure Letter, neither the Company nor any of its Subsidiaries has developed
jointly with any other Person any material Proprietary Asset with respect to
which such other Person has any rights.
	Each of the Company and its Subsidiaries has taken commercially reasonable
and customary measures and precautions to protect and maintain the
confidentiality and secrecy of all Proprietary Assets of the Company and its
Subsidiaries (except Proprietary Assets whose value would be unimpaired by
public disclosure) and otherwise to maintain and protect the value of all
Proprietary Assets of the Company and its Subsidiaries.  Except as set forth in
the Company Disclosure Letter, neither the Company nor any of its Subsidiaries
has (other than pursuant to license agreements identified in the Company
Disclosure Letter) disclosed or delivered to any Person, or permitted the
disclosure or delivery to any Person of, (i) the source code, or any portion or
aspect of the source code, of any Proprietary Asset, (ii) the object code, or
any portion or aspect of the object code, of any Proprietary Asset of the
Company and its Subsidiaries, except in the ordinary course of its business or
(iii) any patent applications (except as required by law).
	To the knowledge of the Company, (i) none of the Proprietary Assets of the
Company and its Subsidiaries infringes or conflicts with any Proprietary Asset
owned or used by any other Person; (ii) neither the Company nor any Subsidiary
is infringing, misappropriating or making any unlawful use of any Proprietary
Asset owned or used by any other Person; and (iii) no other Person is
infringing, misappropriating or making any unlawful use of, and no Proprietary
Asset owned or used by any other Person infringes or conflicts with, any
Proprietary Asset of the Company or any of its Subsidiaries.

	Except as set forth in the Company Disclosure Letter, excluding warranty
claims received by Company or any of its Subsidiaries in the ordinary course of
business, there has not been any claim by any customer or other Person alleging
that any Proprietary Asset of the Company or any of its Subsidiaries (including
each version thereof that has ever been licensed or otherwise made available by
the Company to any Person) does not conform in all material respects with any
specification, documentation, performance standard, representation or statement
made or provided by or on behalf of the Company.
	To the knowledge of the Company, the Proprietary Assets of the Company and
its Subsidiaries constitute all the Proprietary Assets necessary to enable the
Company and its Subsidiaries to conduct their respective businesses in the
manner in which such businesses have been and are being conducted.  Except as
set forth in the Company Disclosure Letter (i) neither the Company nor any
Subsidiary has licensed any of its Proprietary Assets to any Person on an
exclusive, semi-exclusive or royalty-free basis, and (ii) neither the Company
nor any Subsidiary has entered into any covenant not to compete or contract
limiting such entity's ability to exploit fully any of such entity's material
Proprietary Assets or to transact business in any material market or
geographical area or with any Person.
	Except as set forth in the Company Disclosure Letter, neither the Company
nor any of its Subsidiaries has at any time received any notice or other
communication (in writing or otherwise) of any actual, alleged, possible or
potential infringement, misappropriation or unlawful use of, any Proprietary
Asset owned or used by any other Person.



2.13    No Adverse Actions.  Except as set forth in the Company Disclosure
Letter, there is no existing, pending or, to the knowledge of the Company,
threatened termination, cancellation, limitation, modification or change in the
business relationship of the Company or any of its Subsidiaries, with any
supplier, customer or other Person except such as would not reasonably be
expected, individually or in the aggregate, to have a Material Adverse
Effect.

2.14    Registration Rights.  Except as set forth in the Investor Rights
Agreement, the SEC Documents, or in the Company Disclosure Letter, the Company
is not under any obligation to register under the Securities Act any of its
currently outstanding securities or any securities issuable upon exercise or
conversion of its currently outstanding securities nor is the Company obligated
to register or qualify any such securities under any state securities or blue
sky laws.

2.15    Nasdaq Compliance.  The issuance and sale of the Securities hereunder
does not contravene the rules and regulations of the Trading Market.  Neither
the Company, nor any of its affiliates, nor any Person acting on its or their
behalf has, directly or indirectly, made any offers or sales of any security or
solicited any offers to buy any security, under circumstances that would cause
this offering of the Securities to be integrated with prior offerings by the
Company for purposes of any applicable shareholder approval provisions,
including, without limitation, under the rules and regulations of the Trading
Market.

2.16    No Material Non-Public Information.  The Company confirms that,
neither the Company nor any other Person acting on its behalf has provided any
of the Purchasers or their agents or counsel with any information that
constitutes or might constitute material, non-public information.   The Company
understands and confirms that the Purchasers will rely on the foregoing
representations and covenants in effecting transactions in securities of the
Company.

2.17    S-3 Eligibility.  The Company is eligible to register the resale of
its Common Stock by the Purchasers under Form S-3 promulgated under the
Securities Act.

2.18    Corporate Documents. The Company's Certificate of Incorporation and
Bylaws, each as amended to date, which have been requested and previously
provided to the Investors are true, correct and complete and contain all
amendments thereto.

2.19    Disclosure.  No representation or warranty of the Company herein, no
exhibit or schedule hereto, and no information contained or referenced in the
SEC Documents, when read together, contains or will contain any untrue statement
of a material fact or omits or will omit to state a material fact necessary in
order to make the statements contained herein or therein, in light of the
circumstances under which they were made, not misleading.  On or before 9:00
a.m., New York City Time, on the second business day after the Closing,
the Company shall file a Current Report on Form 8-K describing the material
terms of the transactions contemplated by this Agreement, and disclosing such
portions of the Transaction Documents as contain material nonpublic information
with respect to the Company that has not previously been publicly disclosed by
the Company, and attaching as an exhibit to such Form 8-K a form of this
Agreement.  Except for information that may be provided to the Investors
pursuant to this Agreement, the Company shall not, and shall use commercially
reasonable efforts to cause each of its officers, directors, employees and
agents not to, provide any Investor with any material nonpublic information
regarding the Company from and after the filing of such Form 8-K without the
express written consent of such Investor.   

2.20   Use of Proceeds.  The net proceeds received by the Company from the
sale of the Securities shall be used by the Company for working capital and
general corporate purposes, including without limitation to support the
operations of each of the Subsidiaries.






	Representations and Warranties of the Investors. Each Investor
represents and warrants to the Company as follows:

3.1    Authorization. Such Investor (i) has full power and authority to
execute, deliver and perform this Agreement and the other Transaction Documents
to which it is a party and to incur the obligations herein and therein and (ii)
if applicable has been authorized by all necessary corporate or equivalent
action to execute, deliver and perform this Agreement and the other Transaction
Documents and to consummate the Contemplated Transactions.  Each of this
Agreement and the other Transaction Documents is a valid and binding obligation
of such Investor enforceable in accordance with its terms, except as limited by
applicable bankruptcy, reorganization, insolvency, moratorium or similar laws
affecting the enforcement of creditors' rights and the availability of equitable
remedies (regardless of whether such enforceability is considered in a
proceeding at law or equity).

3.2    Brokers and Finders.  Such Investor has not retained any investment
banker, broker or finder in connection with the Contemplated
Transactions.


	Securities Laws.

4.1    Securities Laws Representations and Covenants of Investors.

	This Agreement is made with each Investor in reliance upon such Investor's
representation to the Company, which by such Investor's execution of this
Agreement such Investor hereby confirms, that the Securities to be received by
such Investor will be acquired for investment for such Investor's own account,
not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof such that such Investors would constitute an
"underwriter" under the Securities Act; provided that this
representation and warranty shall not limit the Investor's right to sell the
Underlying Shares pursuant to the Investor Rights Agreement
or in compliance with an exemption from registration under the Securities
Act or the Investor's right to indemnification under this Agreement or the
Investor Rights Agreement.
	Each Investor understands and acknowledges that the offering of the
Securities pursuant to this Agreement will not be registered under the
Securities Act or qualified under any Blue Sky Laws on the grounds that the
offering and sale of the Securities are exempt from registration and
qualification, respectively, under the Securities Act and the Blue Sky
Laws.
	Each Investor covenants that, unless the Purchased Shares, the Purchased
Warrants, the Underlying Shares or any other shares of capital stock of the
Company received in respect of the foregoing have been registered pursuant to
the Investor Rights Agreement being entered into among the Company and the
Investors, such Investor will not dispose of such securities unless and until
such Investor shall have notified the Company of the proposed disposition and
shall have furnished the Company with an opinion of counsel reasonably
satisfactory in form and substance to the Company to the effect that
(x) such disposition will not require registration under the Securities Act
and (y) appropriate action necessary for compliance with the Securities Act
and any applicable state, local or foreign law has been taken; provided,
however, that an Investor may dispose of such securities without
providing the opinion referred to above if the Company has been provided with
adequate assurance that such disposition has been made in compliance with Rule
144 under the Securities Act (or any similar rule).
	Each Investor represents that (i) such Investor is able to fend for
itself in the Contemplated Transactions; (ii) such Investor has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of such Investor's prospective investment in the
Securities; (iii) such Investor has the ability to bear the economic risks
of such Investor's prospective investment and can afford the complete loss of
such investment; (iv) such Investor has been furnished with and has had
access to such information as is in the Company Disclosure Letter together with
the opportunity to obtain such additional information as it requested to verify
the accuracy of the information supplied; and (v) such Investor has had
access to officers of the Company and an opportunity to ask questions of and
receive answers from such officers and has had all questions that have been
asked by such Investor satisfactorily answered by the Company.
	Each Investor further represents by execution of this Agreement that such
Investor qualifies as an "accredited investor" as such term is defined
under Rule 501 promulgated under the Securities Act.  Any Investor that is a
corporation, a partnership, a limited liability company, a trust or other
business entity further represents by execution of this Agreement that it has
not been organized for the purpose of purchasing the Securities.
	By acceptance hereof, each Investor agrees that the Purchased Shares, the
Purchased Warrants, the Underlying Shares and any shares of capital stock of the
Company received in respect of the foregoing held by it may not be sold by such
Investor without registration under the Securities Act or an exemption
therefrom, and therefore such Investor may be required to hold such securities
for an indeterminate period.



4.2    Legends.  All certificates for the Purchased Shares, Purchased
Warrants and the Underlying Shares, and each certificate representing any shares
of capital stock of the Company received in respect of the foregoing, whether by
reason of a stock split or share reclassification thereof, a stock dividend
thereon or otherwise and each certificate for any such securities issued to
subsequent transferees of any such certificate (unless otherwise permitted
herein) shall bear the following legend:



"THE SECURITIES REPRESENTED BY THIS INSTRUMENT
HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933.  SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT."



The legend set forth above shall be removed from any Purchased Shares or
Warrant Shares, and the Company shall deliver or cause to be delivered a
certificate or certificates free from such legend to the holder of such
Purchased Shares or Warrant Shares, (i) if such shares have been resold or
transferred pursuant to the registration statement contemplated by the Investor
Rights Agreement and the registration statement was effective at the time of
such transfer, (ii) if, in connection with a sale transaction, such holder
provides the Company with an opinion of counsel reasonably acceptable to the
Company to the effect that a public sale, assignment, pledge or transfer of such
shares may be made without registration under the Securities Act, or (iii) upon
expiration of the holding period under Rule 144(k) of the Securities Act (or any
successor rule).  The Company shall not require such opinion of counsel for the
sale of Shares in accordance with Rule 144 of the Securities Act, provided that
the seller provides such representations that the Company shall reasonably
request confirming compliance with the requirements of Rule 144.


	Additional Covenants of the Company.

5.1    Reports, Information, Shares.

	The Company shall cooperate with each Investor in supplying such information
as may be reasonably requested by such Investor to complete and file any
information reporting forms presently or hereafter required by the SEC as a
condition to the availability of an exemption, presently existing or hereafter
adopted, from the Securities Act for the sale of any of the Purchased Shares,
the Purchased Warrants, the Underlying Shares and shares of capital stock of the
Company received in respect of the foregoing.
	For so long as an Investor (or the successor or assign of such Investor)
holds either Securities or Underlying Shares, the Company shall deliver to such
Investor (or the successor or assign of such Investor), contemporaneously with
delivery to other holders of Common Stock, a copy of each report of the Company
delivered to holders of Common Stock.
	The Company shall keep reserved for issuance a sufficient number of
authorized but unissued shares of Common Stock (or other securities into which
the Purchased Warrants are then exercisable) so that the Purchased Warrants may
be converted or exercised to purchase Common Stock (or such other securities) at
any time.



5.2    Expenses; Indemnification.  

	The Company agrees to pay on each Closing Date and save the Investors
harmless against liability for the payment of any stamp or similar taxes
(including interest and penalties, if any) that may be determined to be payable
in respect of the execution and delivery of this Agreement,  the issue and sale
of any Securities and the Underlying Shares, the expense of preparing and
issuing the Securities and the Underlying Shares, the cost of delivering the
Securities and the Underlying Shares of each Investor to such Investor's
address, insured in accordance with customary practice, and the costs and
expenses incurred in the preparation of all certificates and letters on behalf
of the Company and of the Company's performance and compliance with all
agreements and conditions contained herein on its part to be performed or
complied with. Each Investor shall be responsible for its out-of-pocket expenses
arising in connection with the Contemplated Transactions, except that, at the
Closing, the Company shall pay fees and disbursements of counsel to the
Investors as set forth in Section 6.10.
	The Company hereby agrees and acknowledges that the Investors have been
induced to enter into this Agreement and to purchase the Securities hereunder,
in part, based upon the representations, warranties and covenants of the Company
contained herein.  The Company hereby agrees to pay, indemnify and hold harmless
the Investors and any director, officer or employee of any Investor against all
claims, losses and damages resulting from any and all legal or administrative
proceedings, including without limitation, reasonable attorneys' fees and
expenses incurred in connection therewith (collectively,
"Loss"), resulting from a breach by the Company of any
representation or warranty of the Company contained herein or the failure of the
Company to perform any covenant made herein; provided that the Company's
liability under this Section 5.2(b) shall be limited to the aggregate purchase
price of the Securities.
	As soon as reasonably practicable after receipt by an Investor of notice of
any Loss in respect of which the Company may be liable under this Section 5.2,
the Investor shall give notice thereof to the Company.  Each Investor may, at
its option, claim indemnity under this Section 5.2 as soon as a claim has been
threatened by a third party, regardless of whether an actual Loss has been
suffered, so long as counsel for such Investor shall in good faith determine
that such claim is not frivolous and that such Investor may be liable or
otherwise incur a Loss as a result thereof and shall give notice of such
determination to the Company.  Each Investor shall permit the Company, at the
Company's option and expense, to assume the defense of any such claim by counsel
mutually and reasonably satisfactory to the Company and the Investors who are
subject to such claim, and to settle or otherwise dispose of the same;
provided, however, that each Investor may at all times participate
in such defense at such Investor's expense; and provided, further,
that the Company shall not, in defense of any such claim, except with the prior
written consent of each Investor subject to such claim, (i) consent to the entry
of any judgment that does not include as an unconditional term thereof the
giving by the claimant or plaintiff in question to each Investor and its
affiliates of a release of all liabilities in respect of such claims, or (ii)
consent to any settlement of such claim.  If the Company does not promptly
assume the defense of such claim irrespective of whether such inability is due
to the inability of the afore-described Investors and the Company to mutually
agree as to the choice of counsel, or if any such counsel is unable to represent
one or more of the Investors due to a conflict or potential conflict of
interest, then an Investor may assume such defense and be entitled to
indemnification and prompt reimbursement from the Company for such Investor's
costs and expenses incurred in connection therewith, including without
limitation, reasonable attorneys' fees and expenses.  Such fees and expenses
shall be reimbursed to the Investors as soon as practicable after submission of
invoices to the Company.
	The Company shall maintain the effectiveness of the Registration Statement
(as defined in the Investor Rights Agreement) under the Securities Act for as
long as is required under the Investor Rights Agreement.



5.3    Conduct of Business of the Company.  From the date of the execution
of this Agreement until the date on which STM and the July 29 Investors notify
the Company of its exercise or its waiver of the Preemptive Rights, or the
Preemptive Rights expire unexercised by their terms, the Company, unless
otherwise expressly contemplated by this Agreement or consented to in writing by
the Investors, will, and will cause its Subsidiaries to, carry on their
respective businesses only in the Ordinary Course of Business, use their
respective reasonable best efforts to preserve intact their business
organizations and assets, retain the services of their officers and employees
and maintain their relationships with customers, suppliers, licensors, licensees
and others having business dealings with them. Without limiting the generality
of the foregoing, from the date of the execution of this Agreement until the
Closing Date, the Company shall not, and shall not permit its Subsidiaries
to:

	(i)  increase in any manner the compensation or fringe benefits of, or pay
any bonus to, any director, officer or employee, except for increases or bonuses
in the Ordinary Course of Business to employees who are not directors or
officers and except pursuant to existing arrangements previously disclosed to or
approved in writing by the Investors; (ii) grant any severance or termination
pay (other than pursuant to the normal severance practices or existing
agreements of the Company or its subsidiary in effect on the date of this
Agreement) to, or enter into any severance agreement with, any director, officer
or employee, or enter into any employment agreement with any director, officer
or employee; (iii) establish, adopt, enter into or amend any plan or other
arrangement, except as may be required to comply with applicable law; (iv) pay
any benefit not provided for under any plan or other arrangement; (v) grant any
awards under any bonus, incentive, performance or other compensation plan or
arrangement or plan or other arrangement (including the grant of stock options,
stock appreciation rights, stock-based or stock-related awards, performance
units or restricted stock, or the removal of existing restrictions in any plan
or other arrangement or agreement or awards made thereunder), except for grants
in the Ordinary Course of Business;
	declare, set aside or pay any dividend on, or make any other distribution in
respect of, outstanding shares of capital stock;
	(i)  redeem, purchase or otherwise acquire any shares of capital stock of
the Company or any securities or obligations convertible into or exchangeable
for any shares of capital stock of the Company, or any options, warrants or
conversion or other rights to acquire any shares of capital stock of the Company
or any such securities or obligations, or any other securities thereof, other
than redemption and purchases from departing employees in the Ordinary Course of
Business; (ii) effect any reorganization or recapitalization; or (iii) split,
combine or reclassify any of its capital stock or issue or authorize or propose
the issuance of any other securities in respect of, in lieu of or in
substitution for, shares of its capital stock;
	except upon the exercise of Company stock options in accordance with their
terms, issue, deliver, award, grant or sell, or authorize the issuance,
delivery, award, grant or sale (including the grant of any limitations in voting
rights or other encumbrances) of, any shares of any class of its capital stock
(including shares held in treasury), any securities convertible into or
exercisable or exchangeable for any such shares, or any rights, warrants or
options to acquire, any such shares, or amend or otherwise modify the terms of
any such rights, warrants or options the effect of which shall be to make such
terms more favorable to the holders thereof;
	acquire or agree to acquire, by merging or consolidating with, by purchasing
an equity interest in or a portion of the assets of, or by any other manner, any
business or any corporation, partnership, association or other business
organization or division thereof, or otherwise acquire or agree to acquire any
assets of any other person (other than the purchase of assets from suppliers or
vendors in the Ordinary Course of Business);
	sell, lease, exchange, mortgage, pledge, transfer or otherwise subject to
any encumbrance or dispose of, or agree to sell, lease, exchange, mortgage,
pledge, transfer or otherwise subject to any encumbrance or dispose of, any of
its assets, except for sales, dispositions or transfers in the Ordinary Course
of Business;
	adopt any amendments to its articles or certificate of incorporation, bylaws
or other comparable charter or organizational documents;
	pay, discharge, settle or satisfy any claims, liabilities or obligations
(whether absolute or contingent, matured or unmatured, known or unknown), other
than the payment, discharge or satisfaction, in the Ordinary Course of Business
or in accordance with their terms, of liabilities reflected or reserved against
in, or contemplated by, the most recent financial statement or incurred in the
Ordinary Course of Business, or waive any material benefits of, or agree to
modify in any material respect, any confidentiality, standstill or similar
agreements to which the Company is a party;
	except in the Ordinary Course of Business, waive, release or assign any
rights or claims, or modify, amend or terminate any agreement to which the
Company is a party;
	make any change in any method of accounting or accounting practice or policy
other than those required by generally accepted accounting principles as applied
in the United States or a governmental entity; or
	authorize, or commit or agree to do any of the foregoing.



5.4    The Company shall not sell, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any security (as defined in Section 2 of the
Securities Act) that would be integrated with the offer or sale of the
Securities in a manner that would require the registration under the Securities
Act of the sale of the Securities to the Purchasers or that would be integrated
with the offer or sale of the Securities for purposes of the rules and
regulations of any Trading Market such that it would require shareholder
approval prior to the closing of such other transaction unless shareholder
approval is obtained before the closing of such subsequent transaction. 

5.5    The Company covenants and agrees that neither it nor any other Person acting
on its behalf will provide any Purchaser or its agents or counsel with any
information that the Company believes constitutes material non-public
information, unless prior thereto such Purchaser shall have executed a written
agreement regarding the confidentiality and use of such information.  The
Company understands and confirms that each Purchaser shall be relying on the
foregoing representations in effecting transactions in securities of the
Company.

5.6    The Company hereby agrees to use commercially reasonably efforts to maintain
the listing of the Common Stock on the Trading Market, and as soon as reasonably
practicable following the Closing (but not later than the earlier of the
Effective Date and the first anniversary of the Closing Date) to list all of the
Shares and Warrant Shares on the Trading Market.  The Company further agrees, if
the Company applies to have the Common Stock traded on any other Trading Market,
it will include in such application all of the Shares and Warrant Shares, and
will take such other action as is necessary to cause the Shares and Warrant
Shares to be listed on such other Trading Market as promptly as possible. 

5.7    No consideration shall be offered or paid to any person to amend or consent
to a waiver or modification of any provision of any of the Transaction Documents
unless the same consideration is also offered to all of the parties to the
Transaction Documents.  For clarification purposes, this provision constitutes a
separate right granted to each Purchaser by the Company and negotiated
separately by each Purchaser, and is intended to treat for the Company the
Purchasers as a class and shall not in any way be construed as the Purchasers
acting in concert or as a group with respect to the purchase, disposition or
voting of Securities or otherwise.


	Miscellaneous.

6.1    Entire Agreement; Successors and Assigns.  This Agreement and the
other Transaction Documents constitute the entire contract between the parties
relative to the subject matter hereof and thereof, and no party shall be liable
or bound to the other in any manner by any warranties, representations or
covenants except as specifically set forth herein or therein.  This Agreement
and the other Transaction Documents supersede any previous agreement among the
parties with respect to the Securities.  The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
executors, administrators, heirs, successors and assigns of the parties.  Except
as expressly provided herein, nothing in this Agreement, expressed or implied,
is intended to confer upon any party, other than the parties hereto, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.

6.2    Several Obligations.  The obligations of each Purchaser under any
Transaction Document are several and not joint with the obligations of any other
Purchaser, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser under any Transaction Document.
Nothing contained herein or in any Transaction Document, and no action taken by
any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by the
Transaction Document.  Each Purchaser shall be entitled to independently protect
and enforce its rights, including the rights arising out of this Agreement or
out of the other Transaction Documents, and it shall not be necessary for any
other Purchaser to be joined as an additional party in any proceeding for such
purpose.

6.3   Survival of Representations and Warranties.  Notwithstanding any
right of the Investors fully to investigate the affairs of the Company and
notwithstanding any knowledge of facts determined or determinable by any
Investor pursuant to such right of investigation, each Investor has the right to
rely fully upon the representations, warranties, covenants and agreements of the
Company contained in this Agreement or in any documents delivered pursuant to
this Agreement.  All such representations and warranties of the Company shall
survive the execution and delivery of this Agreement and the Closing hereunder
and shall continue in full force and effect for one year after the Closing.  The
covenants of the Company set forth in Section 5 shall remain in effect as set
forth therein.

6.4   Governing Law; Jurisdiction.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California without regard
to principles of conflicts of law.  Each party hereby irrevocably consents and
submits to the jurisdiction of any California State or United States Federal
Court sitting in the State of California, County of Santa Clara, over any action
or proceeding arising out of or relating to this Agreement and irrevocably
consents to the service of any and all process in any such action or proceeding
by registered mail addressed to such party at its address specified in Section
6.6 (or as otherwise noticed to the other party).  Each party further waives any
objection to venue in California and any objection to an action or proceeding in
such state and county on the basis of forum non conveniens.

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

6.6    Headings.  The headings of the sections of this Agreement are for
convenience and shall not by themselves determine the interpretation of this
Agreement.

6.7    Notices.  Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery,
delivery by fax (with answer back confirmed), addressed to a party at its
address or sent to the fax number or e-mail address shown below or at such other
address or fax number as such party may designate by three days advance notice
to the other party.  


Any notice to the Investors shall be sent to the addresses set forth on the
signature pages hereof.



Any notice to the Company shall be sent to:

8X8, Inc.

   2445 Mission College Boulevard

Santa Clara, California 95054

   Attention:  Chief Executive Officer

   Fax Number:  (408) 980-0432



with a copy to: 


Wilson, Sonsini, Goodrich & Rosati

   650 Page Mill Road

Palo Alto, California 94304

   Attention:  John T. Sheridan, Esq.


Fax Number:  (650) 493-6811



6.8    Rights of Transferees.  Any and all rights and obligations of each of
the Investors herein incident to the ownership of Securities or the Underlying
Shares shall pass successively to all subsequent transferees of such securities
until extinguished pursuant to the terms hereof.

6.9    Severability.  Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be deemed
prohibited or invalid under such applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, and such
prohibition or invalidity shall not invalidate the remainder of such provision
or any other provision of this Agreement.

6.10    Expenses.  Irrespective of whether any Closing is effected, the
Company shall pay all costs and expenses that it incurs with respect to the
negotiation, execution, delivery and performance of this Agreement.  Each
Investor shall be responsible for all costs incurred by such Investor in
connection with the negotiation, execution, delivery and performance of this
Agreement including, but not limited to, legal fees and expenses, except that
the Company shall pay at the Closing reasonable legal fees and expenses of the
Investors of up to $20,000 in the aggregate.. 

6.11    Amendments and Waivers.  Unless a particular provision or section of
this Agreement requires otherwise explicitly in a particular instance, any
provision of this Agreement may be amended and the observance of any provision
of this Agreement may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of the
Company and the holders of 75% of the Purchased Shares (not including for this
purpose any Purchased Shares which have been sold to the public pursuant to a
registration statement under the Securities Act or an exemption therefrom).  Any
amendment or waiver effected in accordance with this Section 6.10 shall be
binding upon each holder of any Securities at the time outstanding (including
securities into which such Securities are convertible), each future holder of
all such Securities, and the Company.



[REMAINDER OF PAGE INTENTIONALLY BLANK]



















SIGNATURE PAGE

TO

8X8, INC.

SUBSCRIPTION AGREEMENT

Dated November __, 2003



 

 

IF the PURCHASER is an INDIVIDUAL, please complete the following:


IN WITNESS WHEREOF, the undersigned has executed this Agreement this ___
day of November, 2003.




	
Amount of Subscription:


$ _______________
	


___________________________________

Print Name

	 	 
	
Number of Units to be Purchased:

 _________________, including

 __________ Purchased Shares and related Purchased Warrants, subject to
reduction pursuant to the proviso in Section 1.1(b) hereof
	


___________________________________

Signature of Investor

	 	 
	 	

___________________________________

Social Security Number

	 	 
	 	 
	 	
___________________________________

Address and Fax Number

	 	 
	 	 
	 	
___________________________________

E-mail Address

	 	 



ACCEPTED AND AGREED:


8X8, INC.


 

By: _____________________________



Dated: __________________________


















SIGNATURE PAGE

TO

8X8, INC.

SUBSCRIPTION AGREEMENT

Dated November___, 2003 


IF the INTERESTS will be held as JOINT TENANTS, as TENANTS IN COMMON, or
as COMMUNITY PROPERTY, please complete the following:


IN WITNESS WHEREOF, the undersigned has executed this Agreement this
___th day of November, 2003.


	
Amount of Subscription:

$ _____________________
	
___________________________________

Print Name of Purchaser

	 	 
	
Number of Units to be Purchased:

________________, including

_____________ Purchased Shares and related Purchased Warrants, subject to
reduction pursuant to the proviso in Section 1.1(b) hereof
	
___________________________________

Signature of a Purchaser

	 	
___________________________________

Social Security Number

	 	
___________________________________

Print Name of Spouse or Other Purchaser

	 	 
	 	
___________________________________

Signature of Spouse or Other Purchaser

	 	
___________________________________

Social Security Number

	 	 
	 	
___________________________________

Address 

	 	 
	 	
___________________________________

	 	
Fax Number

	 	
____________________________________

E-mail Address




ACCEPTED AND AGREED:


8X8, INC.


 

By: __________________________

Dated: ____________________________


















SIGNATURE PAGE

TO

8X8, INC.

SUBSCRIPTION AGREEMENT

Dated November __, 2003 


IF the PURCHASER is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY
COMPANY, TRUST or OTHER ENTITY, please complete the following:


IN WITNESS WHEREOF, the undersigned has executed this Agreement this __th
day of November, 2003.


	
Number of Units to be Purchased:

 _______________, including

_____________ Purchased Shares and related Purchased Warrants, subject to
reduction pursuant to the proviso in Section 1.1(b) hereof
	 
	 	 
	 	
___________________________________

Print Full Legal Name of Partnership,

Company, Limited Liability Company, Trust or Other Entity

	 	 
	 	
By: __________________________________

(Authorized Signatory)

	 	
Name: ________________________________

	 	
Title: _________________________________

	 	
Address and Fax Number: _____________


___________________________________

	 	 
	 	
Taxpayer Identification Number: __________




Date and State of Incorporation or Organization: __________________________

Date on which Taxable Year Ends: __________________________________


E-mail Address: ________________________


ACCEPTED AND AGREED:


8X8, INC.


By: ______________________________

Name:_______________________________

Title: _____________________________

Dated: ____________________________

















Schedule 1.1(b)



INVESTORS



 

EXHIBITS AND SCHEDULES

TO THE UNIT SUBSCRIPTION AGREEMENT


Schedule 1.1Investors

Exhibit 1:Form of Warrant

Exhibit 2:Form of Investor Rights Agreement 

Exhibit 3:Escrow Agreement


















AMENDMENT NO. 1 

TO

8X8, INC.

UNIT SUBSCRIPTION AGREEMENT

COMMON STOCK AND WARRANTS


This AMENDMENT NO. 1 TO UNIT SUBSCRIPTION AGREEMENT (the
"Agreement") is dated as of November 18, 2003 among 8x8, Inc.,
a Delaware corporation (the "Company"), and certain of the
Investors (as defined below).  All capitalized terms not otherwise defined
herein shall have the meaning set forth in the Agreement (as defined below).



RECITALS


WHEREAS, the Company and the investors party thereto (the
"Investors") have entered into a Unit Subscription Agreement
dated as of November 12, 2003 (the "Agreement"); 

WHEREAS, Section 6.11 of the Agreement provides that the Agreement may be
amended by the written consent of the Company and the holders of 75% of the
Purchased Shares;

WHEREAS, the Investors executing this Amendment hold more than 75% of the
Purchased Shares;

WHEREAS, the Company and the Investors executing this Amendment wish to amend
the Agreement as set forth below to reflect the issuance and sale by the Company
of an additional 38.9859 Units (consisting of 779,718 additional Shares and
779,718 additional Warrants) to such Investors, and in such amounts, as are set
forth in the amended and restated Schedule 1.1 attached to this
Amendment;

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as
follows:



	Amendment to "Background".  The second paragraph of the
Agreement, labeled "Background," is hereby amended and restated in its
entirety to read as follows:

"Background:The Company desires to sell to the Investors, and
the Investors desire to purchase up to an aggregate of 2,639,773 shares of
common stock, $0.001 par value per share (the "Shares"), of the
Company (the "Common Stock") at a purchase price of $2.83 per
share (the "Share Price") (an amount equal to the average of
the last sale prices for the Common Stock for each of the five (5) trading days
ending on, and including November 10, 2003 as reported on the Nasdaq SmallCap
Market (the "Trading Market")) and 5-year warrants, in
substantially the form attached hereto as Exhibit 1, exercisable to
purchase up to an aggregate of 2,639,773 shares of Common Stock (100% warrant
coverage) at the exercise prices set forth herein (the
"Warrants")."

	Amendment to Section 1.  Section 1 of the Agreement is hereby amended
and restated in its entirety to read as follows:

"1.Purchase and Sale of Stock


1.1.Sale and Issuance of Securities.  The Company shall
sell to each  Investor and each Investor shall purchase from the Company, at the
relevant Closing (as defined below) indicated on Schedule 1.1, the number
of Units set forth opposite such Investor's name on Schedule 1.1 at a
price per Unit equal to the product of the Share Price times 20,000;
provided that the amount of Units to be purchased by each Investor other
than STM and the July 29 Investors, and the related purchase price therefor, may
be reduced by up to 19.35% in the event of exercise of the Preemptive Rights.
Each Unit shall consist of (x) 20,000 Shares (the "Purchased
Shares") and (y) Warrants to purchase up to an aggregate of 20,000
shares of Common Stock at the exercise prices set forth in Section 1.2(c) below
(the "Purchased Warrants" and collectively with the Purchased
Shares, the "Securities").  The obligations of each Investor
under this Agreement, including without limitation under this Section
1.1, shall be several, and not joint, and the agreement hereunder between
the Company and each Investor shall constitute a separate agreement.


1.2Closings.  Subject to the satisfaction of conditions set
forth in Sections 1.3 and 1.4 below, the closing of the purchase and sale of the
Securities hereunder shall take place (i) on or about November 13, 2003 for
those Securities shown in Schedule 1.1 as being purchased on the
"First Closing" and (ii) on or about November 18, 2003 for those
Securities shown in Schedule 1.1 as being purchased on the "Second
Closing" (each such closing being referred to herein as a
"Closing" and the date of each such Closing being referred to
as the "Closing Date" with respect such Closing).  Each Closing
shall take place at the offices of the Company in Santa Clara, California, or at
such other location as is mutually acceptable to the Investors and the Company,
subject to fulfillment of the conditions of closing set forth in the Agreement.

At each Closing:

	Each Investor purchasing Securities at such Closing shall deliver to the
Company or its designees by wire transfer or such other method of payment as the
Company shall approve, an amount equal to the purchase price of the Securities
being purchased by such Investor at such Closing, as set forth opposite such
Investor's name Schedule 1.1; provided that each of the Investors
shall deposit in escrow 19.35% of the Securities proposed to be purchased by
such Investor (or such lesser amount as is necessary), and the related purchase
price therefor, to permit STM and the July 29 Investors to exercise the
Preemptive Rights; and the Investors and the Company shall enter into an escrow
agreement in substantially the form attached as Exhibit 3, to provide for
escrow in accordance with this proviso of (i) $994,632.92 for the first Closing,
the purchase price of 17.57 Units (and the 351,460 Purchased Shares and 351,460
Purchased Warrants included in such Units), and (ii) $390,975.71 for the second
Closing, the purchase price of 6.91 Units (and the 138,154 Purchased Shares and
138,154 Purchased Warrants included in such Units);
	(i) The Company shall authorize its transfer agent (the "Transfer
Agent") to arrange delivery to each Investor of one or more stock
certificates registered in the name of such Investor, or in such nominee name(s)
as designated by such Investor in writing, representing the number of Shares
equal to 20,000 multiplied by the number of Units purchased by such Investor at
such Closing and (ii) the Transfer Agent shall deliver to counsel for the
Investors a certificate of the Transfer Agent, in form and substance reasonably
acceptable to counsel for the Investors, certifying that the Transfer Agent is
duly authorized to issue the Purchased Shares being issued at such Closing;
and
	The Company shall issue and deliver to each Investor purchasing Securities
at such Closing Warrants equal to 20,000 multiplied by the number of Units
purchased at such Closing. The exercise price for the Warrants issued at the
first Closing shall be $3.40 per share of Common Stock, and the exercise price
for the Warrants issued at the second Closing shall be $3.61 per share of Common
Stock.



1.3Conditions to Obligations of Investors.  The obligation of
each of the Investors to complete the purchase of the Securities at each Closing
is subject to fulfillment of the following conditions:


	The Company shall have executed and delivered an Investor Rights
Agreement, dated as of November 12, 2003, in the form attached as
Exhibit 2 with respect to the Purchased Shares and the Underlying
Shares;
	The Company shall have delivered to the Investors an opinion of counsel,
dated as of such Closing Date and reasonably satisfactory to counsel for the
Investors;
	The Company shall have complied fully with the Preemptive Rights;
	The representation and warranties of the Company set forth in this Agreement
shall be true and correct as of the date of this Agreement and (except to the
extent such representations and warranties speak as of an earlier date) as of
such Closing Date as though made on and as of such Closing Date, and the Company
shall have performed in all material respects all covenants and other
obligations required to be performed by it under this Agreement at or prior to
such Closing Date, and the Investors shall have received a certificate signed on
behalf of the Company by the Chief Executive Officer of the Company, in such
capacity, to such effect (the "Closing Certificate") and the
Closing Certificate shall also contain an accurate list of all the agreements to
which the Company is a party that are material to the business, financial
condition, results of operation, properties or operations of the Company and its
Subsidiaries taken as a whole;
	The Company shall have executed and delivered all documents, reasonably
requested by counsel for the Investors; and
	The Company shall pay the Investors' expenses to the extent set forth in
Section 6.10 hereof.



1.4Conditions to Obligations of the Company.  The obligation of
the Company to issue and sell the Securities at each Closing is subject to
fulfillment of the following conditions:


	This Agreement and the issuance and sale to the Investors of the
Securities on the terms set forth herein shall have been approved by the
Company's board of directors;
	The representation and warranties of the Investors set forth in this
Agreement shall be true and correct as of the date of this Agreement and (except
to the extent such representations and warranties speak as of an earlier date)
as of such Closing Date as though made on and as of such Closing Date; and
	The Investors shall have executed and delivered all documents, reasonably
requested by counsel for the Company."



	Miscellaneous.

3.1Governing Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of California without regard to principles
of conflicts of law.

3.2Counterparts.  This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

3.3Headings.  The headings of the sections of this Amendment are for
convenience and shall not by themselves determine the interpretation of this
Amendment. 




[REMAINDER OF PAGE INTENTIONALLY BLANK]

















SIGNATURE PAGE

TO

AMENDMENT NO. 1

TO

8X8, INC.

SUBSCRIPTION AGREEMENT

Dated November 12, 2003


IF the PURCHASER is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY
COMPANY, TRUST or OTHER ENTITY, please complete the following:


IN WITNESS WHEREOF, the undersigned has executed this Amendment No.1 this
__th day of November, 2003.


	
Number of Units to be Purchased at Second Closing: _____________ , including

 _____________ Purchased Shares and related Purchased Warrants, subject to
reduction pursuant to the proviso in Section 1.1 hereof
	 
	 	 
	 	
___________________________________

Print Full Legal Name of Partnership,

Company, Limited Liability Company, Trust or Other Entity

	 	 
	 	
By: __________________________________

(Authorized Signatory)

	 	
Name: ________________________________

	 	
Title: _________________________________

	 	
Address and Fax Number: _____________


___________________________________

	 	 
	 	
Taxpayer Identification Number: __________



Date and State of Incorporation or Organization: ______________________________

Date on which Taxable Year Ends: ___________________________________

E-mail Address: ________________________














ACCEPTED AND AGREED:


8X8, INC.


By:

Name:_______________________________

Title:  _______________________________

Dated: ________________________________