SERIES A THIS WARRANT AND THE SECURITIES WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES...

SERIES A



THIS WARRANT AND THE SECURITIES WHICH MAY BE PURCHASED UPON
THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE
SECURITIES LAWS.
WARRANT TO PURCHASE COMMON STOCK
of
8x8, INC.
	Void December 16, 2002
	THIS CERTIFIES THAT, for value received, FleetBoston Xxxxxxxxx
Xxxxxxxx Inc. (the "Holder") is entitled, subject to the terms set forth
below, to purchase from 8x8, Inc., a Delaware corporation (the
"Company"), the number of shares of the Company's Common Stock (the
"Shares") equal to ten percent (10%) of $3,750,000 divided by the
Conversion Price (as defined below), at the Conversion Price (the "Exercise
Price").  The number, character and Exercise Price of the Shares are subject
to adjustment as provided below.  The term "Warrant" as used herein shall
include this Warrant and any warrants delivered in substitution or exchange
therefor as provided herein.  "Conversion Price" means the product of (A)
117.5% and (B) the Market Price (as defined below) of the Common Stock on the
date which is 36 trading days from the date hereof, provided that the Conversion
Price shall not exceed $7.05 (subject to adjustment for stock dividends, stock
splits, stock combinations or other similar transactions (each, a
"Recapitalization")) nor be less than $4.00 (subject to any
Recapitalizations with respect to such shares).  "Market Price" shall
mean, with respect to any security, that price which shall be computed as the
arithmetic average of the closing bid prices for such security during the five
(5) consecutive trading days immediately preceding such date of determination.
All such determinations shall be appropriately adjusted for any
Recapitalizations with respect to such shares.




Term of Warrant.  


Term of Warrant.  Except as otherwise provided herein, this Warrant
shall be exercisable, in whole or in part, during the term commencing on the
date which is 36 trading days from the date hereof and ending at 5:00 p.m.,
Pacific Standard Time, on December 16, 2002, and shall be void
thereafter.

Exercise Of Warrants.


Cash Exercise.  The purchase rights set forth in this Warrant are
exercisable by the Holder, in whole or in part, at any time, or from time to
time commencing on the date which is 36 trading days from the date hereof, prior
to the expiration of the term set forth in Section 1 above, by the tender
to the Company at its principal office of a notice of exercise in the form
attached hereto as Exhibit A (the "Notice of Exercise"), duly
completed and executed on behalf of the Holder and the payment to the Company by
certified, cashier's or other check acceptable to the Company or by wire
transfer of immediately available funds to such account as may be designated by
the Company, of the aggregate purchase price of the Shares being purchased.
Net Issue Exercise.  Notwithstanding the payment provisions set forth
in Section 2(a) above, if the Shares to be issued upon exercise of this Warrant
are not registered and available for resale pursuant to a registration statement
in accordance with the Registration Rights Agreement between the Company and the
Holder, dated December ___, 1999 the Holder may elect to receive Shares equal to
the value of this Warrant (or of any portion thereof remaining unexercised) by
surrender of this Warrant at the principal office of the Company together with
the properly endorsed Notice of Exercise and notice of such election, in which
event the Company shall issue to the Holder that number of Shares computed using
the following formula:
	X =  Y(A-B) 
	A
Where:
X = the number of Shares to be issued to the Holder;
Y = the number of Shares purchasable under this Warrant or, if only a portion
of the Warrant 	is being exercised, the portion of the Warrant being
cancelled (at the date of such 	calculation);
A = the fair market value of one share of the Shares (at the date of such
calculation); and 
B = the Exercise Price (as adjusted to the date of such calculation).
For purposes of the calculation above, the fair market value per share shall
be the product of (i) the average of the closing bid and asked prices of the
Common Stock quoted in the Over-The-Counter Market Summary or the last reported
sale price of the Common Stock or the closing price quoted on the Nasdaq
National Market or on any exchange on which the Common Stock is listed,
whichever is applicable, as published in the Wall Street Journal for the five
(5) trading days prior to the date of determination of fair market value and
(ii) the number of Shares for which this Warrant is exercisable.
Stock Certificates.  This Warrant shall be deemed to have been
exercised immediately prior to the close of business on the date of its tender
for exercise as provided above, and the persons entitled to receive the Shares
issuable upon such exercise shall be treated for all purposes as the holder of
record of such Shares as of the close of business on such date.  As promptly as
practicable on or after such date and in any event within ten (10) days
thereafter, the Company, at its expense, shall deliver to the person or persons
entitled to receive the same a certificate or certificates for that number of
shares issuable upon such exercise.  In the event that this Warrant is exercised
in part, the Company shall, at its expense, execute and deliver a new Warrant
with the same terms and conditions for the number of Shares that remain subject
to this Warrant.
Taxes.  The issuance of the Shares upon the exercise of this Warrant,
and the delivery of certificates or other instruments representing such Shares,
shall be made without charge to the Holder for any tax or other charge in
respect of such issuance.  The Company shall not, however, be required to pay
any tax which may be payable in respect of any transfer involved in the issue
and delivery of any certificate in a name other than that of the Holder and the
Company shall not be required to issue or deliver any such certificate unless
and until the person or persons requesting the issue thereof shall have paid to
the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.

No Fractional Shares or Scrip.  No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant.  In lieu of such fractional share to which the Holder would otherwise
be entitled, the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.
No Rights As Stockholders.  This Warrant does not entitle the
Holder to any voting right or other rights as a stockholder of the Company prior
to the exercise of the Holder's rights to purchase the Shares as provided for
herein.
Transfer of Warrants.


Warrant Register.  The Company shall maintain a register (the
"Warrant Register") containing the names and addresses of the Holder or
Holders.  Any Holder of this Warrant or any portion thereof may change its
address as shown on the Warrant Register by written notice to the Company
requesting such change.  Any notice or written communication required or
permitted to be given to the Holder may be delivered or given by mail to such
Holder as shown on the Warrant Register and at the address shown on the Warrant
Register.  Until this Warrant is transferred on the Warrant Register, the
Company may treat the Holder as shown on the Warrant Register as the absolute
owner of this Warrant for all purposes, notwithstanding any notice to the
contrary.
Transferability and Non-negotiability of Warrant.  This Warrant may
not be transferred or assigned in whole or in part without compliance with all
applicable federal and state securities laws by the transferor and the
transferee (including the delivery of investment representation letters and
legal opinions reasonably satisfactory to the Company, if such are requested by
the Company); provided, however, that this Warrant may be assigned by the Holder
to any person or entity affiliated with or established by the Holder.  Subject
to the provisions of this Warrant with respect to compliance with the Securities
Act of 1933, as amended (the "Act"), title to this Warrant may be
transferred by endorsement (by the Holder executing the assignment form (the
"Assignment Form") attached hereto as Exhibit B) and delivery in
the same manner as a negotiable instrument transferable by endorsement and
delivery.
Exchange of Warrant Upon a Transfer.  On surrender of this Warrant
for exchange, properly endorsed on the Assignment Form and subject to the
provisions of this Warrant with respect to compliance with the Act and with the
limitations on assignments and transfers contained in this Section 5, the
Company, at its expense, shall issue to or on the order of the Holder a new
warrant or warrants with the same terms and conditions, in the name of the
Holder or as the Holder (on payment by the Holder of any applicable transfer
taxes) may direct, for the number of shares issuable upon exercise thereof.
Compliance with Securities Laws.  


The Holder of this Warrant, by acceptance hereof, acknowledges that this
Warrant and the Shares to be issued upon exercise hereof are being acquired
solely for the Holder's own account and not as a nominee for any other party,
and for investment, and that the Holder will not offer, sell or otherwise
dispose of this Warrant or any Shares to be issued upon exercised hereof except
under circumstances that will not result in a violation of the Act or any state
securities laws.  Upon exercise of this Warrant, the Holder shall, if requested
by the Company, confirm in writing, in a form satisfactory to the Company, that
the Shares so purchased are being acquired solely for the Holder's own account
and not as a nominee for any other party, for investment, and not with a view
toward distribution or resale; provided, however, that the Holder shall be able
to transfer such Warrant or Shares (x) as provided in subparagraph (b) above and
(y) in such other transactions as may be effected without registration pursuant
to the Act or qualification pursuant to any relevant state securities laws and
shall confirm such other matters related thereto as may be reasonably requested
by the Company.
This Warrant and all Shares issued upon exercise hereof or conversion
thereof shall be stamped or imprinted with a legend in substantially the
following form:


THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
ANY APPLICABLE STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
THE ACT AND ANY APPLICABLE SECURITIES LAWS.  COPIES OF THE AGREEMENT COVERING
THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO
THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE
COMPANY.
Representations and Warranties by the Holder.  The Holder
represents and warrants to the Company as follows:


Investment Purpose.  The right to Shares issuable upon exercise of
the Holder's rights contained herein will be acquired for investment and not
with a view to the sale or distribution of any part thereof, except as provided
in Section 5 of this Agreement or pursuant to an effective registration
statement under the Act, and the Holder has no present intention of selling or
engaging in any public distribution of the same except pursuant to a
registration or exemption from the Act.
Private Issue.  The Holder understands (i) that the Shares issuable
upon exercise of the Holder's rights contained herein is not registered under
the Act or qualified under applicable state securities laws on the ground that
the issuance contemplated by this Warrant will be exempt from the registration
and qualifications requirements thereof, and (ii) that the Company's reliance on
such exemption is predicated on the representations set forth in this Section
6.
Financial Risk.  The Holder has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of its investment and has the ability to bear the economic risks of its
investment.
Risk of No Registration.  The Holder understands that if the Company
does not register with the Securities and Exchange Commission pursuant to
Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"),
or file reports pursuant to Section 15(d) of the Exchange Act, or if a
registration statement covering the securities under the Act is not in effect
when it desires to sell (i) the rights to purchase the Shares pursuant to this
Warrant or (ii) the Shares issuable upon exercise of this Warrant, it may be
required to hold such securities for an indefinite period.  The Holder is aware
of the provisions of Rule 144 promulgated under the Act.

Reservation of Stock.  The Company covenants that during the
term this Warrant is exercisable, the Company will reserve from its authorized
and unissued Common Stock a sufficient number of shares to provide for the
issuance of the Shares upon the exercise of this Warrant and, from time to time,
will take all steps necessary to amend its Certificate of Incorporation (the
"Certificate") to provide sufficient reserves of shares of Common Stock
issuable upon exercise of the Warrant.  The Company further covenants that all
shares that may be issued upon the exercise of rights represented by this
Warrant and payment of the Exercise Price, all as set forth herein, will be free
from all taxes, liens and charges in respect of the issue thereof (other than
taxes in respect of any transfer occurring contemporaneously or otherwise
specified herein).  The Company agrees that its issuance of this Warrant shall
constitute full authority of its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Shares upon the exercise of this Warrant.
Adjustment Rights.  
The Exercise Price and the number of shares purchasable hereunder are
subject to adjustment from time to time, as follows:


Adjustment of Warrant Exercise Price and Number of Shares upon Issuance
of Common Stock.  If and whenever on or after the date of issuance of this
Warrant, the Company issues or sells any shares of Common Stock (including the
issuance or sale of shares of Common Stock owned or held by or for the account
of the Company, but excluding shares of Common Stock deemed to have been issued
by the Company in connection with an employee benefit plan which has been
approved by the Board of Directors of the Company or Excluded Securities (as
defined below) or upon exercise or conversion of the Other Securities) for a
consideration per share less than a price (the "Applicable Price") equal
to the average of the Closing Bid Price of the Common Stock on the five (5)
consecutive trading days immediately preceding such issue or sale, then
immediately after such issue or sale the Exercise Price then in effect shall be
reduced to an amount equal to the product of (x) the Exercise Price in effect
immediately prior to such issue or sale and (y) the quotient determined by
dividing (1) the sum of (I) the product derived by multiplying the
Applicable Price by the number of shares of Common Stock Deemed Outstanding (as
defined below) immediately prior to such issue or sale, plus (II) the
consideration, if any, received by the Company upon such issue or sale, by
(2) the product derived by multiplying the (I) Applicable Price by (II) the
number of shares of Common Stock Deemed Outstanding immediately after such issue
or sale.  For purposes of this Section 8, "Excluded Securities" shall
mean any of the following (a) any issuance by the Company of securities in
connection with a strategic partnership or joint venture with any entity whose
primary business is not investing in or advising other entities, (b) shares of
Common Stock issues by the Company in a firm commitment, underwritten public
offering, (c) any issuance by the Company of securities as consideration for a
merger or consolidation or the acquisition of a business, product, license or
other assets of another person or entity and (d) any issuance by the Company of
securities as consideration to a service provider, which is not an officer or
director of the Company for services to the Company on commercially reasonable
terms and which in the aggregate is less than $1,000,000.  "Common Stock
Deemed Outstanding" shall mean, at any given time, the number of shares of
Common Stock actually outstanding at such time, plus the number of shares of
Common Stock deemed to be outstanding pursuant to Sections 8(a)(i) and 8(a)(ii)
hereof, regardless of whether any options or convertible securities are actually
exercisable or convertible at such time, but excluding any shares of Common
Stock owned or held by or for the account of the Company or issuable upon
exercise of the Warrants.  For purposes of this Section 8(a), the
following shall be applicable:


Issuance of Options.  If the Company in any manner grants any rights,
warrants or options to subscribe for or purchase Common Stock or convertible
securities (an "Option") and the lowest price per share for which
one share of Common Stock is issuable upon the exercise of any such Option or
upon conversion or exchange of any convertible securities issuable upon exercise
of any such Option is less than the Applicable Price, then such share of Common
Stock shall be deemed to be outstanding and to have been issued and sold by the
Company at the time of the granting or sale of such Option for such price per
share.  For purposes of this Section 8(a)(i), the "lowest price per share for
which one share of Common Stock is issuable upon exercise of such Options or
upon conversion or exchange of such convertible securities" shall be equal to
the sum of the lowest amounts of consideration (if any) received or receivable
by the Company with respect to any one share of Common Stock upon the granting
or sale of the Option, upon exercise of the Option and upon conversion or
exchange of any convertible security issuable upon exercise of such Option. No
further adjustment of the Exercise Price shall be made upon the actual issuance
of such Common Stock or of such convertible securities upon the exercise of such
Options or upon the actual issuance of such Common Stock upon conversion or
exchange of such convertible securities.  Notwithstanding the foregoing, no
adjustment shall be made pursuant to this Section 8(a)(i) to the extent that
such adjustment is based solely on the fact that the convertible securities
issuable upon exercise of such Option are convertible into or exchangeable for
Common Stock at a price which varies with the market price of the Common
Stock.
Issuance of Convertible Securities.  If the Company in any manner
issues or sells any convertible securities and the lowest price per share for
which one share of Common Stock is issuable upon such conversion or exchange
thereof is less than the Applicable Price, then such share of Common Stock shall
be deemed to be outstanding and to have been issued and sold by the Company at
the time of the issuance or sale of such convertible securities for such price
per share.  For the purposes of this Section 8(a)(ii), the "lowest price per
share for which one share of Common Stock is issuable upon such conversion or
exchange" shall be equal to the sum of the lowest amounts of consideration (if
any) received or receivable by the Company with respect to one share of Common
Stock upon the issuance or sale of the convertible security and upon conversion
or exchange of such convertible security.  No further adjustment of the Exercise
Price shall be made upon the actual issuance of such Common Stock upon
conversion or exchange of such convertible securities, and if any such issue or
sale of such convertible securities is made upon exercise of any Options for
which adjustment of the Exercise Price had been or are to be made pursuant to
other provisions of this Section 8(a), no further adjustment of the Exercise
Price shall be made by reason of such issue or sale.  Notwithstanding the
foregoing, no adjustment shall be made pursuant to this Section 8(a)(ii) to the
extent that such adjustment is based solely on the fact that such convertible
securities are convertible into or exchangeable for Common Stock at a price
which varies with the market price of the Common Stock.
Change in Option Price or Rate of Conversion.  If the purchase price
provided for in any Options, the additional consideration, if any, payable upon
the issue, conversion or exchange of any convertible securities, or the rate at
which any convertible securities are convertible into or exchangeable for Common
Stock changes at any time, the Exercise Price in effect at the time of such
change shall be adjusted to the Exercise Price which would have been in effect
at such time had such Options or convertible securities provided for such
changed purchase price, additional consideration or changed conversion rate, as
the case may be, at the time initially granted, issued or sold and the number of
shares of Common Stock acquirable hereunder shall be correspondingly readjusted.
For purposes of this Section 8(a)(iii), if the terms of any Option or
convertible security that was outstanding as of the date of issuance of this
Warrant are changed in the manner described in the immediately preceding
sentence, then such Option or convertible security and the Common Stock deemed
issuable upon exercise, conversion or exchange thereof shall be deemed to have
been issued as of the date of such change.  No adjustment shall be made if such
adjustment would result in an increase of the Exercise Price then in
effect.
Calculation of Consideration Received.  In case any Option is issued
in connection with the issue or sale of other securities of the Company,
together comprising one integrated transaction in which no specific
consideration is allocated to such Options by the parties thereto, the Options
will be deemed to have been issued for a consideration of $0.01.  If any Common
Stock, Options or convertible securities are issued or sold or deemed to have
been issued or sold for cash, the consideration received therefor will be deemed
to be the net amount received by the Company therefor.  If any Common Stock,
Options or convertible securities are issued or sold for a consideration other
than cash, the amount of such consideration received by the Company will be the
fair value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the Company
will be the average of the Closing Bid Price of such securities for the twenty
(20) consecutive trading days immediately preceding the date of receipt.  If any
Common Stock, Options or convertible securities are issued to the owners of the
non-surviving entity in connection with any merger in which the Company is the
surviving entity, the amount of consideration therefor will be deemed to be the
fair value of such portion of the net assets and business of the non-surviving
entity as is attributable to such Common Stock, Options or convertible
securities, as the case may be.  The fair value of any consideration other than
cash or securities will be determined jointly by the Company and the holders of
Warrants representing a majority of the shares of Common Stock obtainable upon
exercise of the Warrants then outstanding.  If such parties are unable to reach
agreement within ten (10) days after the occurrence of an event requiring
valuation (the "Valuation Event"), the fair value of such consideration
will be determined within five Business Days after the tenth (10th) day
following the Valuation Event by an independent, reputable appraiser jointly
selected by the Company and the holders of Warrants representing a majority of
the shares of Common Stock obtainable upon exercise of the Warrants then
outstanding.  The determination of such appraiser shall be final and binding
upon all parties and the fees and expenses of such appraiser shall be borne by
the Company.
Record Date.  If the Company takes a record of the holders of Common
Stock for the purpose of entitling them (1) to receive a dividend or other
distribution payable in Common Stock, Options or in convertible securities or
(2) to subscribe for or purchase Common Stock, Options or convertible
securities, then such record date will be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.

Adjustment of Warrant Exercise Price upon Subdivision or Combination of
Common Stock.  If the Company at any time after the date of issuance of this
Warrant subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Exercise Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of shares of Common
Stock obtainable upon exercise of this Warrant will be proportionately
increased.  If the Company at any time after the date of issuance of this
Warrant combines (by combination, reverse stock split or otherwise) one or more
classes of its outstanding shares of Common Stock into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination will
be proportionately increased and the number of shares of Common Stock obtainable
upon exercise of this Warrant will be proportionately decreased.
Distribution of Assets.  If the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its assets)
to holders of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate
rearrangement or other transaction) (a "Distribution"), at any time after
the issuance of this Warrant, then, in each such case:


the Exercise Price in effect immediately prior to the close of business on
the record date fixed for the determination of holders of Common Stock entitled
to receive the Distribution shall be reduced, effective as of the close of
business on such record date, to a price determined by multiplying such Exercise
Price by a fraction of which (A) the numerator shall be the Closing Bid Price on
the trading day immediately preceding such record date minus the value of the
Distribution (as determined in good faith by the Company's Board of Directors)
applicable to one share of Common Stock, and (B) the denominator shall be the
Closing Bid Price on the trading day immediately preceding such record date;
and
either (A) the number of Warrant Shares obtainable upon exercise of this
Warrant shall be increased to a number of shares equal to the number of shares
of Common Stock obtainable immediately prior to the close of business on the
record date fixed for the determination of holders of Common Stock entitled to
receive the Distribution multiplied by the reciprocal of the fraction set forth
in the immediately preceding clause (i), or (B) in the event that the
Distribution is of common stock of a company whose common stock is traded on a
national securities exchange or a national automated quotation system, then the
holder of this Warrant shall receive an additional warrant to purchase Common
Stock, the terms of which shall be identical to those of this Warrant, except
that such warrant shall be exercisable into the amount of the assets that would
have been payable to the holder of this Warrant pursuant to the Distribution had
the holder exercised this Warrant immediately prior to such record date and with
an exercise price equal to the amount by which the exercise price of this
Warrant was decreased with respect to the Distribution pursuant to the terms of
the immediately preceding clause (i).

Certain Events.  If any event occurs of the type contemplated by the
provisions of this Section 8 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the Company's
Board of Directors will make an appropriate adjustment in the Exercise Price and
the number of shares of Common Stock obtainable upon exercise of this Warrant so
as to protect the rights of the holder of this Warrant; provided that no such
adjustment will increase the Exercise Price or decrease the number of shares of
Common Stock obtainable as otherwise determined pursuant to this Section 8.
Notice of Adjustments.  In the event that: (i) the Company shall
declare any dividend or distribution upon its stock, whether in cash, property,
stock or other securities; (ii) the Company shall offer for subscription
pro rata to the holders of any class of its Preferred Stock or other convertible
stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization, reclassification,
consolidation or merger; or (iv) there shall be any voluntary or
involuntary dissolution, liquidation or winding up of the Company; then, in
connection with each such event, the Company shall send to the Holder:


At least twenty (20) days prior written notice of the date on which the
books of the Company shall close or a record shall be taken for such dividend,
distribution, subscription rights (specifying the date on which the holders of
Preferred Stock shall be entitled thereto) or for determining rights to vote in
respect of such capital reorganization, reclassification, consolidation, merger,
dissolution, liquidation or winding up; and
In the case of any such capital reorganization, reclassification,
consolidation, merger or sale of all of substantially all of the Company's
assets, dissolution, liquidation or winding up, at least twenty (20) days prior
written notice of the date when the same shall take place and specifying the
date on which the holders of Preferred Stock shall be entitled to exchange their
Preferred Stock for securities or other property deliverable upon such capital
reorganization, reclassification, consolidation, merger, dissolution,
liquidation or winding up).


Each such written notice shall set forth, in reasonable detail, (i) the
event requiring the adjustment, (ii) the amount of the adjustment,
(iii) the method by which such adjustment was calculated, (iv) the
Exercise Price, and (v) the number of shares subject to purchase hereunder
after giving effect to such adjustment, and shall be given by first class mail,
postage prepaid, addressed to the Holder, at the address as shown on the books
of the Company.
 
Purchase Rights; Reorganization, Reclassification, Consolidation,
Merger or Sale.  


In addition to any adjustments pursuant to Section 8 above, if at any time
the Company grants, issues or sells any Options, convertible securities or
rights to purchase stock, warrants, securities or other property pro rata to all
of the record holders of any class of Common Stock (the "Purchase
Rights"), then the holder of this Warrant will be entitled to acquire, upon
the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which such holder could have acquired if such holder had held the number of
shares of Common Stock acquirable upon complete exercise of this Warrant
immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights.
Any recapitalization, reorganization, reclassification, consolidation,
merger, sale of all or substantially all of the Company's assets to any
individual, limited liability company, partnership, joint venture, corporation,
trust, unincorporated organization or government or any department or agency
thereof (each, a "Person") or other transaction which is effected in such
a way that holders of Common Stock are entitled to receive (either directly or
upon subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock is referred to herein as "Organic Change."
Prior to the consummation of any (i) sale of all or substantially all of the
Company's assets to an acquiring Person or (ii) other Organic Change following
which the Company is not a surviving entity, the Company will secure from the
Person purchasing such assets or the successor resulting from such Organic
Change (in each case, the "Acquiring Entity") written acknowledgment (in
form and substance satisfactory to the holders of Warrants representing a
majority of the shares of Common Stock obtainable upon exercise of the Warrants
then outstanding) to deliver to each holder of Warrants in exchange for such
Warrants, a security of the Acquiring Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant and satisfactory to
the holders of the Warrants (including, an adjusted warrant exercise price equal
to the value for the Common Stock reflected by the terms of such consolidation,
merger or sale, and exercisable for a corresponding number of shares of Common
Stock acquirable and receivable upon exercise of the Warrants, if the value so
reflected is less than the Warrant Exercise Price in effect immediately prior to
such consolidation, merger or sale). 

Miscellaneous.


Effective Date.  The provisions of this Warrant shall be construed
and shall be given effect in all respects as if it had been executed and
delivered by the Company on the date hereof.  This Warrant shall be binding upon
any successors or assigns of the Company.
Attorneys' Fees.  In any litigation, arbitration or court proceeding
between the Company and the Holder relating hereto, the prevailing party shall
be entitled to attorneys' fees and expenses and all costs of proceedings
incurred in enforcing this Warrant.
Governing Law.  This Warrant shall be governed by and construed for
all purposes under and in accordance with the laws of the State of
California.
Counterparts.  This Warrant may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Titles and Subtitles.  The titles of the paragraphs and subparagraphs
of this Warrant are for convenience and are not to be considered in construing
this Agreement.
Notices.  Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail, by registered or certified mail, addressed
(i) to the Holder at the address set forth on the signature page hereof, and
(ii) to the Company at 0000 Xxxxxxx Xxxxxxx Xxxx., Xxxxx Xxxxx, XX 00000, or at
such other address as any such party may subsequently designate by written
notice to the other party.
Survival.  The representations, warranties, covenants and conditions
of the respective parties contained herein or made pursuant to this Warrant
shall survive the execution and delivery of this Warrant.
Amendments.  Any provision of this Warrant may be amended by a
written instrument signed by the Company and by the Holder.



 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by its officers thereunto duly authorized.
					COMPANY:
					8x8, INC.
 
Dated:  December 16, 1999 			By:							

	Xxxx Xxxxx, Chief Executive Officer
 
					HOLDER:
					FLEETBOSTON XXXXXXXXX XXXXXXXX INC.
 
					By:							
					Title:							
					Address:						














						
						
 
 
 
 
 














(Signature Page(s) to Warrant)

EXHIBIT A
NOTICE OF EXERCISE
(1)	The undersigned Holder hereby elects to purchase ________ shares
of the Common Stock of 8x8, Inc., pursuant to the terms of the Warrant dated the
___ day of December, 1999 (the "Warrant") between 8x8, Inc. and the
Holder, and tenders herewith payment of the purchase price for such shares in
full, together with all applicable transfer taxes, if any.
(2)	In exercising its rights to purchase the Common Stock of 8x8, Inc.,
the undersigned hereby confirms and acknowledges the investment representations
and warranties made in Section 6 of the Warrant.
(3)	Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:
						
Name
 						
Signature

	(4)	Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned or in such other name as is
specified below:

						
Name

													
Date							Signature

 
EXHIBIT B
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under the within Warrant, with respect to the number
of shares of Common Stock set forth below:

Name of Assignee
  
Address
  
No. of Shares

   



and does irrevocably constitute and appoint Xxxx Xxxxx to make such transfer
on the books of 8x8, Inc., maintained for the purpose, with full power of
substitution in the premises.
The undersigned also represents that, by assignment hereof, the Assignee
acknowledges that this Warrant and the shares of stock to be issued upon
exercise hereof or conversion thereof are being acquired for investment and that
the Assignee will not offer, sell or otherwise dispose of this Warrant or any
shares of stock to be issued upon exercise hereof or conversion thereof except
under circumstances which will not result in a violation of the Securities Act
of 1933, as amended, or any state securities laws.  Further, the Assignee has
acknowledged that upon exercise of this Warrant, the Assignee shall, if
requested by the Company, confirm in writing, in a form satisfactory to the
Company, that the shares of stock so purchased are being acquired for investment
and not with a view toward distribution or resale in violation of the Securities
Act of 1933, as amended, or any applicable state securities law.
Dated:  ______________________
 














	
Signature of Holder