October 1 2004 8K Exhibit 4.2






                                                                                              Exhibit 4.2


SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (the "Agreement"),
dated as of September 29, 2004, by and among 8x8, Inc., a Delaware corporation,
with headquarters located at 2445 Mission College Boulevard, Santa Clara, California 95054 (the "Company"), and the
investor listed on Schedule I attached hereto (the "Buyer).
WHEREAS:



A.The Company and the Buyer desire to enter into this
transaction to purchase the securities set forth herein pursuant to a currently
effective shelf registration statement on Form S-3, which has at least
$20,000,000 in unallocated securities registered thereunder (Registration Number
333-114133) (the "Registration Statement"), which Registration Statement
has been declared effective in accordance with the Securities Act of 1933, as
amended (the "1933 Act"), by the United States Securities and Exchange
Commission (the "SEC").

B.The Buyer wishes to purchase, and the Company wishes to
sell to the Buyer, upon the terms and conditions stated in this Agreement, (i)
3,508,772 shares ("Purchased Shares") of common stock, par value $.001
per share, of the Company (the "Common Stock"); and (ii) a warrant in
substantially the form attached hereto as Exhibit A (the
"Warrant") representing the right to acquire up to 1,403,509 additional
shares of Common Stock (the "Warrant Shares").

C.The Purchased Shares, the Warrants and the Warrant
Shares are collectively referred to herein as the "Securities."

NOW, THEREFORE, the Company and the Buyer hereby agree
as follows:

1.PURCHASE AND SALE OF PURCHASED SHARES AND WARRANTS.

(a)Purchase of Purchased Shares and Warrants.

Subject to the satisfaction (or waiver) of the conditions set
forth in Sections 6 and 7 below, the Company shall issue and sell to the Buyer,
and the Buyer agrees to purchase from the Company on the Closing Date (as
defined below), the Purchased Shares and the Warrant (the "Closing").
The Closing shall occur on the Closing Date at the offices of Schulte Roth &
Zabel LLP, 919 Third Avenue, New York, New York 10022 or at such other place as
may be agreed upon by the parties.

(b)Purchase Price.  The aggregate purchase price
for the Purchased Shares and the Warrant to be purchased by the Buyer at the
Closing shall be Twelve Million Dollars ($12,000,000) (the "Purchase
Price").

(c)Closing Date.  The date and time of the Closing
(the "Closing Date") shall be 10:00 a.m., New York City Time, on
September 30, 2004, after notification of satisfaction (or waiver) of the
conditions to the Closing set forth in Sections 6 and 7 below (or such later
date as is mutually agreed to by the Company and the Buyer).

(d)Form of Payment.  On the Closing Date, (i) the
Buyer shall pay the Purchase Price to the Company for the Purchased Shares and
Warrants by wire transfer of immediately available funds in accordance with the
Company's written wire instructions, and (ii) the Company shall (A) cause
the Company's transfer agent (the "Transfer Agent") through the
Depository Trust Company ("DTC") Fast Automated Securities Transfer
Program, to credit the Purchased Shares to the Buyer's or its designee's balance
account with DTC through its Deposit Withdrawal Agent Commission system as
specified in writing by the Buyer, and (B) deliver to the Buyer the Warrant.

2.REPRESENTATIONS AND WARRANTIES OF THE BUYER.

The Buyer represents and warrants that: 

(a)Validity; Enforcement.  This Agreement has been
duly and validly authorized, executed and delivered on behalf of the Buyer and
constitutes the legal, valid and binding obligation of the Buyer enforceable
against the Buyer in accordance with its terms, except as such enforceability
may be limited by general principles of equity or to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws
relating to, or affecting generally, the enforcement of applicable creditors'
rights and remedies. 

(b)No Conflicts.  The execution, delivery and
performance by the Buyer of this Agreement and the consummation by the Buyer of
the transactions contemplated hereby will not (i) result in a violation of the
organizational documents of the Buyer or (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Buyer is a party, or (iii) result in a violation of any law, rule,
regulation, order, judgment  or decree (including federal and state securities
laws) applicable to the Buyer, except in the case of clauses (ii) and (iii)
above, for such conflicts, defaults, rights or violations which would not,
individually or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of the Buyer to perform its obligations
hereunder.

(c)Residency.  The Buyer is a resident of that
jurisdiction specified below its address on Schedule I.

3.REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.

The Company hereby makes the following representations and
warranties to the Buyer:





	Subsidiaries.  The Company has no direct or
indirect subsidiaries other than those listed in the SEC Reports (as defined
below) (the "Subsidiaries").  Except as disclosed in the SEC Reports, the
Company owns, directly or indirectly, all of the capital stock of each
Subsidiary free and clear of any lien, charge, security interest, encumbrance,
right of first refusal or other restriction (collectively, "Liens"), and
all the issued and outstanding shares of capital stock of each Subsidiary are
validly issued and are fully paid, non-assessable and free of preemptive and
similar rights.


	Organization and Qualification.  Each of the
Company and each Subsidiary is an entity duly incorporated or otherwise
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization (as applicable), with the
requisite power and authority to own and use its properties and assets and to
carry on its business as currently conducted.  Neither the Company nor any
Subsidiary is in violation of any of the provisions of its respective
certificate or articles of incorporation, bylaws or other organizational or
charter documents.  Each of the Company and the Subsidiaries is duly qualified
to do business and is in good standing as a foreign corporation or other entity
in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, would not, individually or
in the aggregate: (i) adversely affect the legality, validity or enforceability
of this Agreement, the Warrant, the Irrevocable Transfer Agent Instructions and
any other documents or agreements executed in connection with the transactions
contemplated hereunder (the "Transaction Documents"), (ii) have or result
in a material adverse effect on the results of operations, assets, business or
financial condition of the Company and the Subsidiaries, taken as a whole, or
(iii) adversely impair the Company's ability to perform fully on a timely basis
its obligations under any of the Transaction Documents (any of (i), (ii) or
(iii), a "Material Adverse Effect").


	Authorization; Enforcement.  The Company has the
requisite corporate power and authority to enter into and to consummate the
transactions contemplated by each of the Transaction Documents and otherwise to
carry out its obligations hereunder and thereunder.  The execution and delivery
of each of the Transaction Documents by the Company and the consummation by it
of the transactions contemplated hereby and thereby have been duly authorized by
all necessary action on the part of the Company and no further consent or action
is required by the Company, its Board of Directors or its stockholders.  Each of
the Transaction Documents has been (or upon delivery will be) duly executed by
the Company and is, or when delivered in accordance with the terms hereof, will
constitute, the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms. 


	No Conflicts.  The execution, delivery and
performance of the Transaction Documents by the Company and the consummation by
the Company of the transactions contemplated hereby and thereby do not and will
not: (i) conflict with or violate any provision of the Company's or any
Subsidiary's certificate or articles of incorporation, bylaws or other
organizational or charter documents, or (ii) subject to obtaining the Required
Approvals (as defined below), conflict with, or constitute a default (or an
event that with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any agreement,
credit facility, debt or other instrument (evidencing a Company or Subsidiary
debt or otherwise) or other understanding to which the Company or any Subsidiary
is a party or by which any property or asset of the Company or any Subsidiary is
bound or affected, or (iii) result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company or a Subsidiary is subject
(including federal and state securities laws and regulations), or by which any
property or asset of the Company or a Subsidiary is bound or affected; except in
the case of each of clauses (ii) and (iii), such as could not, individually or
in the aggregate, have or result in a Material Adverse Effect.


	Filings, Consents and Approvals.  Neither the
Company nor any Subsidiary is required to obtain any consent, waiver,
authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority or other Person in connection with the execution,
delivery and performance by the Company of the Transaction Documents, other than
(i) the filings required under Section 4(f), (ii) the filing with the SEC of the
prospectus supplement required by the Registration Statement pursuant to Rule
424(b) under the 1933 Act (the "Prospectus Supplement") supplementing the
base prospectus forming part of the Registration Statement (the
"Prospectus"), (iii) the application(s) to The Nasdaq SmallCap Market
(the "Principal Market") for the listing of the Purchased Shares and the
Warrant Shares for trading thereon in the time and manner required thereby, and
(iv) applicable Blue Sky filings (collectively, the "Required
Approvals").  "Person" means an individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.


	Issuance of the Securities.  The Securities are
duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and
nonassessable, free and clear of all Liens.  The Company has reserved from its
duly authorized capital stock a sufficient number of Warrant Shares to enable it
to comply with its exercise obligations under the Warrants.  The issuance by the
Company of the Securities has been registered under the 1933 Act and all of the
Securities are freely transferable and tradable by the Buyer without
restriction.  The Purchased Shares and Warrants are being issued pursuant to the
Registration Statement and the issuance of the Purchased Shares, the Warrants
and the Warrant Shares has been registered by the Company under the 1933 Act.
The Registration Statement is effective and available for the issuance of the
Securities thereunder and the Company has not received any notice that the SEC
has issued or intends to issue a stop-order with respect to the Registration
Statement or that the SEC otherwise has suspended or withdrawn the effectiveness
of the Registration Statement, either temporarily or permanently, or intends or
has threatened in writing to do so.  The "Plan of Distribution" section under
the Registration Statement permits the issuance and sale of the Securities
hereunder and under the Warrants.  Upon receipt of the Securities, the Buyer
will have good and marketable title to such Securities and the Purchased Shares
and, upon exercise of the Warrants, the Warrant Shares will be freely tradable
on the Principal Market.


	Capitalization.  The Company has duly and validly
authorized capital stock as set forth in the Prospectus.  All outstanding shares
of capital stock of the Company are duly authorized, validly issued, fully paid
and nonassessable and have been issued in compliance with all applicable
securities laws.  No securities of the Company are entitled to preemptive or
similar rights, and no Person has any right of first refusal, preemptive right,
right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents.  Except as a result of the purchase
and sale of the Securities and except for the warrants being issued to the
Placement Agents (as defined below) concurrently with the issuance of the
Securities, there are no outstanding options, warrants, script rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities, rights or obligations convertible into or exchangeable for, or
giving any Person any right to subscribe for or acquire, any shares of Common
Stock, or contracts, commitments, understandings or arrangements by which the
Company or any Subsidiary is or may become bound to issue additional shares of
Common Stock, or securities or rights convertible into or exercisable or
exchangeable for shares of Common Stock.  There are no anti-dilution or price
adjustment provisions contained in any security issued by the Company (or in any
agreement providing rights to security holders) which are not otherwise
disclosed in the SEC Reports and the issuance and sale of the Securities will
not obligate the Company to issue shares of Common Stock or other securities to
any Person (other than the Buyer) and will not result in a right of any holder
of Company securities to adjust the exercise, conversion, number of issuable
shares, exchange or reset price under such securities.  The Company will not
authorize the issuance of any additional securities unless there are sufficient
authorized shares of Common Stock (or any successor security thereto) available,
taking into account all potential adjustments or anti-dilution provisions in
such securities, to satisfy the rights of the Buyer to acquire the Securities
and underlying securities in the event of exercise of the Warrant.  Further, if
at any time the number of shares of Common Stock available for issuance were
insufficient for any reason to satisfy such rights of the Buyer, the Company
would take immediate action to cause sufficient authorized shares to be
authorized or effect a reverse stock split to provide sufficient shares to be
available.


	SEC Reports; Financial Statements.  The Company
has filed all reports required to be filed by it under the 1933 Act and the
Securities Exchange Act of 1934, as amended (the "1934 Act"), including
pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the
date hereof (the foregoing materials being collectively referred to herein as
the "SEC Reports") on a timely basis or has received a valid extension of
such time of filing and has filed any such SEC Reports prior to the expiration
of any such extension.    As of their respective dates, the SEC Reports complied
in all material respects with the requirements of the 1933 Act and the 1934 Act
and the rules and regulations of the SEC promulgated thereunder, and none of the
SEC Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.  The Registration Statement and any
prospectus included therein, including the Prospectus and the Prospectus
Supplement, complied in all material respects with the requirements of the 1933
Act and the 1934 Act and the rules and regulations of the SEC promulgated
thereunder, and none of such Registration Statement or any such prospectus,
including the Prospectus and the Prospectus Supplement, contain or contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
the case of any prospectus in the light of the circumstances under which they
were made, not misleading.  The Company is in compliance with the Sarbanes-Oxley
Act of 2002, and the rules and regulations promulgated thereunder by all
government and regulatory authorities and agencies.  The financial statements of
the Company included in the SEC Reports comply in all material respects with
applicable accounting requirements and the rules and regulations of the SEC with
respect thereto as in effect at the time of filing.  Such financial statements
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis during the periods involved ("GAAP"),
except as may be otherwise specified in such financial statements or the notes
thereto, and fairly present in all material respects the financial position of
the Company and its consolidated subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, immaterial, year-end
audit adjustments. 


	Material Changes.  Since the date of the latest
audited financial statements included within the SEC Reports, except as
specifically disclosed in the SEC Reports: (i) there has been no event,
occurrence or development that, individually or in the aggregate, has had or
that could result in a Material Adverse Effect, (ii) the Company has not
incurred any liabilities (contingent or otherwise) other than (A) trade payables
and accrued expenses incurred in the ordinary course of business consistent with
past practice and (B) liabilities not required to be reflected in the Company's
financial statements pursuant to GAAP or required to be disclosed in filings
made with the SEC, (iii) the Company has not altered its method of accounting or
the identity of its auditors, (iv) the Company has not declared or made any
dividend or distribution of cash or other property to its stockholders or
purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock, and (v) the Company has not issued any equity securities to
any officer, director or Affiliate, except pursuant to existing Company stock
option plans.  "Affiliate" means any Person that, directly or indirectly
through one or more intermediaries, controls or is controlled by or is under
common control with a Person, as such terms are used in and construed under Rule
144.  "Rule 144" means Rule 144 promulgated by the SEC pursuant to the
1933 Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.


	Litigation.  There is no action, suit, inquiry,
notice of violation, proceeding or investigation pending or, to the knowledge of
the Company, threatened against or affecting the Company, any Subsidiary or any
of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local
or foreign) (collectively, an "Action") which: (i) adversely affects or
challenges the legality, validity or enforceability of any of the Transaction
Documents or the Securities or (ii) could, if there were an unfavorable
decision, individually or in the aggregate, have or result in a Material Adverse
Effect.  Neither the Company nor any Subsidiary, nor any director or officer
thereof, is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of
fiduciary duty. The Company does not have pending before the SEC any request for
confidential treatment of information.  There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the
SEC involving the Company or any current or former director or officer of the
Company.  The SEC has not issued any stop order or other order suspending the
effectiveness of any registration statement filed by the Company or any
Subsidiary under the 1934 Act or the 1933 Act, including the Registration
Statement.


	Compliance.  Neither the Company nor any
Subsidiary: (i) is in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of time or both,
would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received notice of a claim that it is in default under
or that it is in violation of, any indenture, loan or credit agreement or any
other agreement or instrument to which it is a party or by which it or any of
its properties is bound (whether or not such default or violation has been
waived), (ii) to the knowledge of the Company, is in violation of any order of
any court, arbitrator or governmental body, or (iii) is or has been in violation
of any statute, rule or regulation of any governmental authority, except in each
case as could not, individually or in the aggregate, have or result in a
Material Adverse Effect. 


	Labor Relations.  No strike, work stoppage, slow
down or other material labor problem exists or, to the knowledge of the Company,
is threatened or imminent with respect to any of the employees of the Company or
any Subsidiary.


	Regulatory Permits.  The Company and the
Subsidiaries possess all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to
conduct their respective businesses as described in the SEC Reports, except
where the failure to possess such permits could not, individually or in the
aggregate, have or result in a Material Adverse Effect ("Material
Permits"), and neither the Company nor any Subsidiary has received any
notice of proceedings relating to the revocation or modification of any Material
Permit.


	Title to Assets.  The Company and the Subsidiaries
have good and marketable title in fee simple to all real property owned by them
that is material to the business of the Company and the Subsidiaries and good
and marketable title in all personal property owned by them that is material to
the business of the Company and the Subsidiaries, in each case free and clear of
all Liens, except for Liens as do not materially affect the value of such
property and do not materially interfere with the use made and proposed to be
made of such property by the Company and the Subsidiaries. Any real property and
facilities held under lease by the Company and the Subsidiaries are held by them
under valid, subsisting and enforceable leases of which the Company and the
Subsidiaries are in compliance.


	Patents and Trademarks.  The Company and the
Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, copyrights,
licenses and other similar rights that are necessary or material for use in
connection with their respective businesses as described in the SEC Reports and
which the failure to so have could have a Material Adverse Effect (collectively,
the "Intellectual Property Rights"). None of the Intellectual Property
Rights have expired or terminated, or are expected to expire or terminate within
two years from the date of this Agreement.  Neither the Company nor any
Subsidiary has received a written notice within two years from the date of this
Agreement or otherwise has reason to believe that the Intellectual Property
Rights used by the Company or any Subsidiary violates or infringes upon the
rights of any Person.  To the knowledge of the Company, all such Intellectual
Property Rights are enforceable and there is no existing infringement by another
Person of any of the Intellectual Property Rights.


	Insurance.  To the knowledge of the Company, the
Company and the Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent
and customary in the businesses in which the Company and the Subsidiaries are
engaged.  Neither the Company nor any Subsidiary has any reason to believe that
it will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business without a significant increase in cost,
except for cost increases being experienced by public companies in similar
businesses and risk categories.


	Transactions With Affiliates and Employees.
Except as set forth in SEC Reports filed at least ten (10) days prior to the
date hereof, none of the officers or directors of the Company and, to the
knowledge of the Company, none of the employees of the Company is presently a
party to any transaction with the Company or any Subsidiary (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Company, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner.


	Internal Accounting Controls.  The Company and the
Subsidiaries maintain a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability, (iii) access to assets is permitted only in accordance with
management's general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The
financial records of the Company accurately reflect in all material respects the
information relating to the business of the Company, the location and collection
of its assets, and the nature of all transactions giving rise to the obligations
or accounts receivable of the Company.  The Company has established disclosure
controls and procedures (as defined in 1934 Act Rules 13a-14 and 15d-14) for the
Company and designed such disclosures controls and procedures to ensure that
material information relating to the Company is made known to the certifying
officers by others within the Company, particularly during the period in which
the Company's Form 10-K or 10-Q, as the case may be, is being prepared.  The
Company's certifying officers have evaluated the effectiveness of the Company's
controls and procedures as of a date within 90 days prior to the filing date of
the Form 10-K for the year ended March 31, 2004 (such date, the "Evaluation
Date").  The Company presented in the Form 10-K for the year ended March 31,
2004, the conclusions of the certifying officers about the effectiveness of the
disclosure controls and procedures based on their evaluations as of the
Evaluation Date.  Since the Evaluation Date, there have been no significant
changes in the Company's internal controls (as such term is defined in Item
307(b) of Regulation S-K under the 1934 Act) or, the knowledge of the Company,
in other factors that could significantly affect the Company's internal
controls.


	Solvency.  Based on the financial condition of the
Company as of date hereof and as of the Closing Date: (i) the Company's fair
saleable value of its assets exceeds the amount that will be required to be paid
on or in respect of the Company's existing debts and other liabilities
(including known contingent liabilities) as they mature; (ii) the Company's
assets do not constitute unreasonably small capital to carry on its business for
the current fiscal year as now conducted and as proposed to be conducted
including its capital needs taking into account the particular capital
requirements of the business conducted by the Company, and projected capital
requirements and capital availability thereof; and (iii) the current cash flow
of the Company, together with the proceeds the Company would receive, were it to
liquidate all of its assets, after taking into account all anticipated uses of
the cash, would be sufficient to pay all amounts on or in respect of its debt
when such amounts are required to be paid.  The Company does not intend to incur
debts beyond its ability to pay such debts as they mature (taking into account
the timing and amounts of cash to be payable on or in respect of its debt).



	Certain Fees.  Except for the fees being paid to
the Placement Agents described in the Prospectus, no brokerage or finder's fees
or commissions are or will be payable by the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other
Person with respect to the transactions contemplated by this Agreement, and the
Company has not taken any action that would cause any Buyer to be liable for any
such fees or commissions.  The Company agrees that the Buyer shall have no
obligation with respect to any fees or with respect to any claims made by or on
behalf of any Person for fees of the type contemplated by this Section in
connection with the transactions contemplated by this Agreement.  


	Integration.  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 stockholder approval provisions, including, without limitation,
under the rules and regulations of any exchange or automated quotation system on
which any of the securities of the Company are listed or designated, nor will
the Company or any of its Subsidiaries take any action or steps that would cause
the offering of the Securities to be integrated with other offerings.


	Listing and Maintenance Requirements.  Except as
disclosed in the SEC Reports, the Company has not, in the 12 months preceding
the date hereof, received notice from the Principal Market on which the Common
Stock is or has been listed or quoted to the effect that the Company is not in
compliance with the listing or maintenance requirements of the Principal Market.
The Company is, and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance
requirements.  The issuance and sale of the Securities hereunder does not
contravene the rules and regulations of the Principal Market and no stockholder
approval is required for the Company to fulfill its obligations under the
Transaction Documents.  The Common Stock is currently listed on the Principal
Market.


	Registration Rights.  The Company has not granted
or agreed to grant to any Person any rights (including "piggy-back"
registration rights) to have any securities of the Company registered with the
SEC or any other governmental authority that have not been satisfied.


	Application of Takeover Protections.  The Company
and its Board of Directors have taken all necessary action, if any, in order to
render inapplicable any control share acquisition, business combination, poison
pill (including any distribution under a rights agreement) or other similar
anti-takeover provision under the Company's Certificate of Incorporation (or
similar charter documents) or the laws of its state of incorporation that is or
could become applicable to the Buyer as a result of the Buyer and the Company
fulfilling their obligations or exercising their rights under the Transaction
Documents, including, without limitation, as a result of the Company's issuance
of the Securities and the Buyer's ownership of the Securities.


	Disclosure.  The Company confirms that neither it,
nor to its knowledge the Placement Agents, nor any other Person acting on its
behalf has provided the Buyer or its agents or counsel with any information that
the Company believes constitutes, nonpublic information.  The Company
understands and confirms that the Buyer will rely on the foregoing
representations in effecting transactions in securities of the Company.  All
disclosure provided to the Buyer regarding the Company, its business and the
transactions contemplated hereby, furnished by or on behalf of the Company are
true and correct and do not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not
misleading. The Company acknowledges and agrees that the Buyer makes or has made
any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 2.


	Investment Company. The Company is not, and is not
an Affiliate of, an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

4.COVENANTS.

(a)Reasonable Best Efforts.  Each party shall use
its reasonable best efforts to timely to satisfy each of the covenants and the
conditions to be satisfied by it as provided in Sections 5, 6 and 7 of this
Agreement.

(b)Prospectus Supplement and Blue Sky.  On or
before the execution of this Agreement, the Company shall have delivered, and as
soon as practicable after the Closing the Company shall file, a prospectus
supplement to the Registration Statement with respect to the Securities as
required under and in conformity with the 1933 Act, including Rule 424(b)
thereunder.  If required, the Company, on or before the Closing Date, shall take
such action as the Company shall reasonably determine is necessary in order to
obtain an exemption for or to qualify the Securities for sale to the Buyer at
the Closing pursuant to this Agreement under applicable securities or "Blue Sky"
laws of the states of the United States (or to obtain an exemption from such
qualification), and shall provide evidence of any such action so taken to the
Buyer on or prior to the Closing Date.  The Company shall make all filings and
reports relating to the offer and sale of the Securities required under
applicable securities or "Blue Sky" laws of the states of the United States
following the Closing Date.

(c)Reporting Status.  Other than in compliance
with the terms of the Warrants, until the date on which the Buyer shall have
sold all the Purchased Shares and Warrant Shares and none of the Warrants
is outstanding, the Company shall timely file all reports required to be filed
with the SEC pursuant to the 1934 Act, and the Company shall not terminate its
status as an issuer required to file reports under the 1934 Act even if the 1934
Act or the rules and regulations thereunder would otherwise permit such
termination.

(d)Listing.  The Company shall promptly secure the
listing of all of the Purchased Shares and Warrant Shares upon each national
securities exchange and automated quotation system, if any, upon which the
Common Stock is then listed (subject to official notice of issuance) and shall
maintain, so long as any other shares of Common Stock shall be so listed, such
listing of all shares of Common Stock from time to time issuable under the terms
of the Transaction Documents.  The Company shall maintain the Common Stock's
authorization for listing on the Principal Market.  Neither the Company nor any
of its Subsidiaries shall take any action which would be reasonably expected to
result in the delisting or suspension of the Common Stock on the Principal
Market. The Company shall pay all fees and expenses in connection with
satisfying its obligations under this Section 4(d).

(e)Fees.  At the Closing, the Company shall
reimburse the Buyer for the actual, invoiced expenses incurred by the Buyer, not
to exceed $20,000, which amount shall be withheld by the Buyer from its Purchase
Price at the Closing.  The Company shall be responsible for the payment of any
placement agent's fees, financial advisory fees, or broker's commissions (other
than for Persons engaged by any Buyer) relating to or arising out of the
transactions contemplated hereby, including, without limitation, any fees or
commissions payable to A.G. Edwards & Co. and Griffin Securities, Inc. (the
"Placement Agents").  The Company shall pay, and hold the Buyer
harmless against, any liability, loss or expense (including, without limitation,
reasonable attorney's fees and out-of-pocket expenses) arising in connection
with any claim relating to any such payment.  Except as otherwise set forth in
this Agreement or in the Transaction Documents, each party to this Agreement
shall bear its own expenses in connection with the sale of the Securities to the
Buyer.

(f)Disclosure of Transactions and Other Material
Information.  The Company shall, on or before 8:30 a.m., New York City
Time, on September 30, 2004, issue a press release reasonably acceptable to the
Buyer disclosing all material terms of the transactions contemplated hereby.  On
or before 8:30 a.m., New York City Time, on the first business day
following the execution and delivery of this Agreement, the Company shall file a
Current Report on Form 8-K describing the terms of the transactions contemplated
by the Transaction Documents in the form required by the 1934 Act, and attaching
the forms of Warrants as exhibits to such filing (including all attachments, the
"8-K Filing").  The Company shall not, and shall cause each of its
Subsidiaries and each of their respective officers, directors, employees and
agents, not to, provide the Buyer with any material, nonpublic information
regarding the Company or any of its Subsidiaries from and after the filing of
the press release referred to in the first sentence of this Section without the
express written consent of the Buyer.  In the event of a breach of the foregoing
covenant by the Company, any Subsidiary, or its each of respective officers,
directors, employees and agents, in addition to any other remedy provided herein
or in the Transaction Documents, the Buyer shall have the right to make a public
disclosure, in the form of a press release, public advertisement or otherwise,
of such material, nonpublic information without the prior approval by the
Company, its Subsidiaries, or any of its or their respective officers,
directors, employees or agents.  The Buyer shall not have any liability to the
Company, its Subsidiaries, or any of its or their respective officers,
directors, employees, shareholders or agents for any such disclosure.  Subject
to the foregoing, neither the Company nor the Buyer shall issue any press
releases or any other public statements with respect to the transactions
contemplated hereby nor shall the Company disclose the name of the Buyer in any
filing, announcement, release or otherwise without the Buyer's consent;
provided, however, that the Company shall be entitled, without the
prior approval of the Buyer, to make any press release or other public
disclosure with respect to such transactions (i) in substantial conformity with
the 8-K Filing and contemporaneously therewith and (ii) as is required by
applicable law and regulations, including the applicable rules and regulations
of the Principal Market (provided that in the case of clause (i) the Buyer shall
be consulted by the Company in connection with any such press release or other
public disclosure prior to its release).  

(g)Reservation of Shares.  The Company shall take
all action necessary to at all times have authorized, and reserved for the
purpose of issuance, from and after the Closing Date, the number of shares of
Common Stock issuable upon exercise of the Warrants being issued at the
Closing.

(h)Additional Issuances of Securities.  From the
date hereof through December 31, 2004, the Company will not, directly or
indirectly, except pursuant to its existing employee stock plans, offer, sell,
grant any option to purchase, or otherwise dispose of (or announce any offer,
sale, grant or any option to purchase or other disposition of) any of its or its
Subsidiaries' equity or equity equivalent securities, including without
limitation any debt, preferred stock or other instrument or security that is, at
any time during its life and under any circumstances, convertible into or
exchangeable or exercisable for shares of Common Stock or Options or Convertible
Securities.  "Options" means any rights, warrants or options to subscribe
for or purchase shares of Common Stock or Convertible Securities.
"Convertible Securities" means any stock or securities (other than
Options) convertible into or exercisable or exchangeable for shares of Common
Stock.

5.ISSUANCES; TRANSFER AGENT INSTRUCTIONS.

(a)Issuances.  The Company will no later than
three trading days following the delivery by the Buyer of an exercise notice
under the Warrants to the Company and the Transfer Agent and the payment by the
Buyer of the exercise price to the Company, deliver or cause to be delivered to
the Buyer unrestricted and freely tradable Warrant Shares under the Registration
Statement.

(b)Transfer Agent Instructions.  The Company shall
issue irrevocable instructions to its transfer agent, and any subsequent
transfer agent, to issue certificates or credit shares to the applicable balance
accounts at DTC, registered in the name of the Buyer or its respective
nominee(s), for the Warrant Shares in such amounts as specified from time
to time by the Buyer to the Company upon exercise of the Warrants in the form of
Exhibit B attached hereto (the "Irrevocable Transfer Agent
Instructions").  The Company represents and warrants that no instruction
other than the Irrevocable Transfer Agent Instructions referred to in this
Section 5 will be given by the Company to its transfer agent with respect to the
Securities, and that the Securities shall otherwise be freely transferable on
the books and records of the Company as and to the extent provided in this
Agreement and the other Transaction Documents.

(c)Breach.  The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to a Buyer.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations under this Section 5 will be inadequate and agrees, in the event of
a breach or threatened breach by the Company of the provisions of this Section
5, that a Buyer shall be entitled, in addition to all other available remedies,
to an order and/or injunction restraining any breach and requiring immediate
issuance and transfer, without the necessity of showing economic loss and
without any bond or other security being required.

6.CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

The obligation of the Company hereunder to issue and sell the
Purchased Shares and the related Warrants to the Buyer at the Closing is subject
to the satisfaction, at or before the Closing Date, of each of the following
conditions, provided that these conditions are for the Company's sole benefit
and may be waived by the Company at any time in its sole discretion by providing
the Buyer with prior written notice thereof:

(i)The Buyer shall have executed each of the Transaction
Documents to which it is a party and delivered the same to the Company.

(ii)The Buyer shall have delivered to the Company the
Purchase Price for the Purchased Shares and the Warrant by wire transfer of
immediately available funds pursuant to the wire instructions provided by the
Company.

(iii)The representations and warranties of the Buyer
shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at that time (except for representations
and warranties that speak as of a specific date), and the Buyer shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Buyer at or prior to the Closing Date.

(iv)The Registration Statement shall be in effect and no
stop order proceedings with respect thereto shall be pending or threatened under
the 1933 Act.

(v)The staff of the Principal Market shall not have
raised any objection to the consummation of the sale of the Purchased Shares and
Warrant to the Buyer without the approval of the Company's stockholders.

7.CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

The obligation of the Buyer hereunder to purchase the
Purchased Shares and the Warrant at the Closing is subject to the satisfaction,
at or before the Closing Date, of each of the following conditions, provided
that these conditions are for the Buyer's sole benefit and may be waived by the
Buyer at any time in its sole discretion by providing the Company with prior
written notice thereof:

(i)The Company shall have (i) executed and delivered to
the Buyer each of the Transaction Documents, (ii) electronically delivered the
Purchased Shares to the Buyer as set forth in Section 1(d) and (iii) executed
and delivered the Warrant to the Buyer.

(ii)The Buyer shall have received the opinion of Gray
Cary Ware & Freidenrich LLP, the Company's outside counsel ("Company
Counsel"), dated as of the Closing Date, in a form reasonably acceptable to
the Buyer.

(iii)The Company shall have delivered to the Buyer a copy
of the Irrevocable Transfer Agent Instructions, in the form of Exhibit B
attached hereto, which instructions shall have been delivered to and
acknowledged in writing by the Company's transfer agent.

(iv)The Company shall have delivered to such Buyer a
certificate evidencing the incorporation and good standing of the Company and
each of its Subsidiaries in such corporation's jurisdiction of incorporation
issued by the Secretary of State of such state of incorporation as of a date
within 10 days of the Closing Date. 

(v)The Common Stock (I) shall be listed on the Principal
Market and (II) shall not have been suspended, as of the Closing Date, by the
SEC or the Principal Market from trading on the Principal Market nor shall
suspension by the SEC or the Principal Market have been threatened, as of the
Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by
falling below the minimum listing maintenance requirements of the Principal
Market.

(vi)The Company shall have delivered to such Buyer a
certificate, executed by the Secretary of the Company and dated as of the
Closing Date, as to (i) the resolutions consistent with this transaction as
adopted by the Company's Board of Directors in a form reasonably acceptable to
such Buyer, (ii) the Articles and (iii) the Bylaws of the Company, each as in
effect at the Closing, in the form attached hereto as Exhibit C.

(vii)The representations and warranties of the Company
shall be true and correct as of the date when made and as of the Closing Date as
though made at that time (except for representations and warranties that speak
as of a specific date) and the Company shall have performed, satisfied and
complied in all respects with the covenants, agreements and conditions required
by the Transaction Documents to be performed, satisfied or complied with by the
Company at or prior to the Closing Date.  The Buyer shall have received a
certificate, executed by the Chief Executive Officer of the Company, dated as of
the Closing Date, to the foregoing effect and as to such other matters as may be
reasonably requested by the Buyer in the form attached hereto as Exhibit
D.

(viii)The Company shall have delivered to the Buyer
correspondence from the Company's transfer agent certifying the number of shares
of Common Stock outstanding as of a date within five days of the Closing
Date.

(ix)The Company shall have obtained all governmental,
regulatory or third party consents and approvals, if any, necessary for the sale
of the Purchased Shares and the Warrant.

(x)The Registration Statement shall be effective and
available for the issuance and sale of the Purchased Shares hereunder and the
Company shall have delivered to the Buyer the Prospectus and the Prospectus
Supplement as required thereunder.

(xi)The Company shall have delivered to the Buyer such
other documents relating to the transactions contemplated by this Agreement as
the Buyer or its counsel may reasonably request.

8.TERMINATION.  In the event that the Closing
shall not have occurred on the Closing Date due to the Company's or the Buyer's
failure to satisfy the conditions set forth in Sections 6 and 7 above (and the
nonbreaching party's failure to waive such unsatisfied condition(s)), the
nonbreaching party shall have the option to terminate this Agreement with
respect to such breaching party at the close of business on such date without
liability of any party to any other party; provided, however, that
if this Agreement is terminated pursuant to this Section 8 by the Company, the
Company shall not be obligated to reimburse the Buyer for the expenses described
in Section 4(e) above.

9.MISCELLANEOUS.

(a)Governing Law; Jurisdiction; Jury Trial.  All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of
Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of Delaware.  Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the State of Delaware
for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper.  Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law.  EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 

(b)Counterparts.  This Agreement may be executed
in two or more identical counterparts, all of which shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party; provided that a facsimile
signature shall be considered due execution and shall be binding upon the
signatory thereto with the same force and effect as if the signature were an
original, not a facsimile signature.

(c)Headings.  The headings of this Agreement are
for convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement.

(d)Severability.  If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.

(e)Entire Agreement; Amendments.  This Agreement
supersedes all other prior oral or written agreements between the Buyer, the
Company, their affiliates and Persons acting on their behalf with respect to the
matters discussed herein, and this Agreement and the instruments referenced
herein contain the entire understanding of the parties with respect to the
matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor any Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters.  No provision of
this Agreement may be amended other than by an instrument in writing signed by
the Company and the Buyer. .  No provision hereof may be waived other than by an
instrument in writing signed by the party against whom enforcement is sought.


(f)Notices.  Any notices, consents, waivers or
other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered:  (i)
upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one
Business Day after deposit with an overnight courier service, in each case
properly addressed to the party to receive the same.  The addresses and
facsimile numbers for such communications shall be:

If to the Company:
8x8, Inc.

   2445 Mission College Boulevard

Santa Clara, CA 95054

Phone: (408) 727-1885

Fax: (408) 980-0432

Attention:Chief Executive Officer





If to the Transfer Agent:
Computershare Trust Company, Inc.

   350 Indiana Street, Suite 800

   Golden, Colorado  80401

   Telephone:(303) 262-0710

   Facsimile:(303) 262-0700

   Attention:Kathy Heagerty






If to the Buyer, to its address and facsimile number set
forth on Schedule I, with copies to the Buyer's representatives as set forth on
Schedule I, or to such other address and/or facsimile number and/or to the
attention of such other Person as the recipient party has specified by written
notice given to each other party five (5) days prior to the effectiveness of
such change.  Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by an overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from an overnight
courier service in accordance with clause (i), (ii) or (iii) above,
respectively.

(g)Successors and Assigns.  The Company shall not
assign this Agreement or any rights or obligations hereunder without the prior
written consent of the Buyer, including by merger or consolidation.  The Buyer
shall not assign this Agreement or any rights or obligations hereunder without
the prior written consent of the Company. 

(h)No Third Party Beneficiaries.  This Agreement
is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person.

(i)Survival.  Unless this Agreement is terminated
under Section 8, the representations and warranties of the Company and the Buyer
contained in Sections 2 and 3, the agreements and covenants set forth in
Sections 4 (other than Sections 4(c) and 4(d) which shall survive until the
Warrants are no longer outstanding), 5 and 9 shall survive for two years
following the Closing and the delivery and exercise of Securities, as
applicable.

(j)Further Assurances.  Each party shall do and
perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates,
instruments and documents, as any other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.

(k)Indemnification.  (i)  In consideration of the
Buyer's execution and delivery of the Transaction Documents and acquiring the
Securities thereunder and in addition to all of the Company's other obligations
under the Transaction Documents, the Company shall defend, protect, indemnify
and hold harmless the Buyer and each of its partners, members, officers,
directors, employees and direct or indirect investors and any of the foregoing
Persons' agents or other representatives (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement)
(collectively, the "Indemnitees") from and against any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees, liabilities and
damages, and expenses in connection therewith (irrespective of whether any such
Indemnitee is a party to the action for which indemnification hereunder is
sought), and including reasonable attorneys' fees and disbursements (the
"Indemnified Liabilities"), incurred by any Indemnitee as a result of, or
arising out of, or relating to (a) any misrepresentation or breach of any
representation or warranty made by the Company in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
(b) any breach of any covenant, agreement or obligation of the Company contained
in the Transaction Documents or any other certificate, instrument or document
contemplated hereby or (c) any cause of action, suit or claim brought or made
against such Indemnitee by a third party (including for these purposes a
derivative action brought on behalf of the Company) and arising out of or
resulting from the execution, delivery, performance or enforcement of the
Transaction Documents other than as a result of the gross negligence or willful
misconduct of the Buyer.  To the extent that the foregoing undertaking by the
Company may be unenforceable for any reason, the Company shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.  

(ii)Promptly after receipt by an Indemnitee under this
Section 9(k) of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving an Indemnified
Liability, such Indemnitee shall, if a claim for indemnification in respect
thereof is to be made against any indemnifying party under this Section 9(k),
deliver to the indemnifying party a written notice of the commencement thereof,
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnitee; provided,
however, that an Indemnitee shall have the right to retain its own counsel at
its own expense.  The Indemnitee shall cooperate fully with the indemnifying
party in connection with any negotiation or defense of any such action or
Indemnified Liabilities by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the Indemnitee that
relates to such action or Indemnified Liabilities.  The indemnifying party shall
keep the Indemnitee fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto.  No indemnifying party
shall be liable for any settlement of any action, claim or proceeding effected
without its prior written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent.  No
indemnifying party shall, without the prior written consent of the Indemnitee,
consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnitee of a release from all liability in
respect to such Indemnified Liabilities or litigation.  Following
indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnitee with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been
made.  The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnitee under this Section 9(k),
except to the extent that the indemnifying party is prejudiced in its ability to
defend such action.

(iii).The indemnification required by this Section 9(k)
shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received or Indemnified
Liabilities are incurred.

(iv)The indemnity agreements contained herein shall be in
addition to  (i) any cause of action or similar right of the Indemnitee against
the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law.

(l)No Strict Construction.  The language used in
this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied
against any party.

(m)Remedies.  The Buyer shall have all rights and
remedies set forth in the Transaction Documents and all rights and remedies
which such holders have been granted at any time under any other agreement or
contract and all of the rights which such holders have under any law.  Any
Person having any rights under any provision of this Agreement shall be entitled
to enforce such rights specifically (without posting a bond or other security),
to recover damages by reason of any breach of any provision of this Agreement
and to exercise all other rights granted by law.  Furthermore, the Company
recognizes that in the event that it fails to perform, observe, or discharge any
or all of its obligations under the Transaction Documents, any remedy at law may
prove to be inadequate relief to the Buyer.  The Company therefore agrees that
the Buyer shall be entitled to seek temporary and permanent injunctive relief in
any such case without the necessity of proving actual damages and without
posting a bond or other security.

(n)Rescission and Withdrawal Right.
Notwithstanding anything to the contrary contained in (and without limiting any
similar provisions of) the Transaction Documents, whenever the Buyer exercises a
right, election, demand or option under a Transaction Document and the Company
does not timely perform its related obligations within the periods therein
provided, then the Buyer may rescind or withdraw, in its sole discretion from
time to time upon written notice to the Company, any relevant notice, demand or
election in whole or in part without prejudice to its future actions and
rights.

(o)Payment Set Aside.  To the extent that the
Company makes a payment or payments to the Buyer hereunder or pursuant to any of
the other Transaction Documents or the Buyer enforce or exercise their rights
hereunder or thereunder, and such payment or payments or the proceeds of such
enforcement or exercise or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, disgorged
by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other Person under any law (including, without
limitation, any bankruptcy law, state or federal law, common law or equitable
cause of action), then to the extent of any such restoration the obligation or
part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.



[Signature Page Follows]

IN WITNESS WHEREOF, the Buyer and the Company
have caused their respective signature page to this signature page to the
Securities Purchase Agreement to be duly executed as of the date first written
above.

	
COMPANY:

	
8x8, INC.

By: /s/ James Sullivan

Name:  James Sullivan

Title:  Chief Financial Officer

	 
	 





IN WITNESS WHEREOF, the Buyer and the Company
have caused their respective signature page to this signature page to the
Securities Purchase Agreement to be duly executed as of the date first written
above.

	
BUYER:

	
RIVERVIEW GROUP, LLC
By: /s/ Terry Feeney

Name:  Terry Feeney

Title:    Chief Operating Officer


	 




















SCHEDULE I

	
(1)
	 	
(2)
	 	
(3)
	
(4)
	
(6)

	
Buyer
	 	
Address and Facsimile Number
	 	
Number of Purchased
Shares
	






Number of Warrant Shares
	
Legal Representative's

Address and Facsimile Number

	
	
	
	
	
	
	

	
  
	 	


 
     
	 	
3,508,772
	
1,403,509
	Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York  10022

Attention:  Eleazer Klein, Esq.

Facsimile: (212) 593-5955

Telephone:  (212) 756-2376




















EXHIBITS


Exhibit AForm of Warrants

Exhibit BForm of Irrevocable Transfer Agent Instructions

Exhibit CSecretary's Certificate

Exhibit DForm of Officer's Certificate