121701 8K Exhibit 4.1






                                                            Exhibit 4.1



AMENDMENT #1 TO

WARRANTS

This Amendment #1 (this "Amendment") to each of the
Series A Warrants (the "Series A Warrants") and the Series B
Warrants (the "Series B Warrants", together with the Series A Warrants
the "Warrants"), each dated as of December 16, 1999, issued by 8x8, Inc.,
a Delaware corporation (the "Company") to the undersigned investors (the
"Investors"), is made as of December 17, 2001 among the Company and each
of the Investors.

RECITAL

WHEREAS, Section 1(b)(xxi) of each of the Warrants defines the
Warrant Exercise Price as the conversion price of related Series A Notes and
Series B Notes (collectively the "Notes"), each dated as of December 16,
1999 and issued by the Company to the Investors;

WHEREAS, the Company and each of the Investors have executed a Redemption
and Exchange Agreement, dated as of December 13, 2001 (the "Redemption and
Exchange Agreement"), in which the Company and each of the Investors have
agreed to exchange the Notes for (i) an aggregate of $4,500,000 in cash, (ii) an
aggregate of 1,000,000 shares of the Company's common stock, par value $0.001
(the "Common Stock") and (iii) the Company's agreement to amend the
Warrants pursuant to this Amendment;

WHEREAS, in connection with the Redemption and Exchange Agreement, the
Company and each of the Investors desire to amend the exercise price of each
Warrant to equal the average of the Closing Bid Price (as defined in the
Warrants) of the Common Stock on each of the five consecutive trading days
immediately preceding the Closing (as defined in the Redemption and Exchange
Agreement);

WHEREAS, Section 13 of the Warrants provides that the Warrants may be
amended only if the Company has obtained the written consent of the holders of
Warrants representing at least a majority of the shares of common stock
obtainable upon exercise of the Warrants then outstanding; AND

WHEREAS, the undersigned Investors hold all of the outstanding
Warrants.

NOW, THEREFORE, in consideration of the foregoing:

1.Amendment of the Warrants. The Company and each of
the Investors agree that each of the Warrants shall be amended as follows:

Section 1(b)(xxi) of each of the Warrants shall be deleted in its
entirety and the following substituted in lieu thereof:
"(xxi)"Warrant Exercise Price" shall be equal to $0.898 subject
to adjustment as provided herein."



2.Miscellaneous. 

2.1Other Provisions. All other provisions of the Warrants
shall remain in full force and effect.

2.2Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument 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. If the Company executes
this Amendment with a facsimile signature, the Company shall provide each
Investor with an original signature for each of the Warrants held by such
Investor within 2 business days of the date hereof.





 

 

 

 



IN WITNESS WHEREOF, the Company and each of the Investors have caused
this Amendment to be duly executed as of December 17, 2001.





	
COMPANY
	
 
	
INVESTORS

	
8x8, INC.
	
	
FISHER CAPITAL LTD.

	
By:
	
/s/ Bryan Martin
	
 
	
By:
	
/s/ Daniel J. Hopkins 

	
Name:
	
Bryan Martin
	
 
	
Name:
	
Daniel J. Hopkins

	
Its:
	
President and Chief Operating
Officer
	
 
	
Its:
	
Authorized Signatory






 

 

	
WINGATE CAPITAL LTD.

	
By:
	
/s/ Daniel J. Hopkins 

	
Name:
	
Daniel J. Hopkins

	
Its:
	
Authorized Signatory