<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                           Dated:  July 19, 2005




NEITHER  THIS  DEBENTURE  NOR  THE  SECURITIES  INTO  WHICH  THIS  DEBENTURE  IS
CONVERTIBLE  HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE  SECURITIES  COMMISSION  OF  ANY  STATE  IN  RELIANCE UPON AN EXEMPTION FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED (THE "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY  NOT  BE  OFFERED  OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  SECURITIES ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES  LAWS.

No.  CD-1                                                               $500,000
                            NETFABRIC  HOLDINGS,  INC.

                              Convertible  Debenture

                               Due  April  15,  2006

     This  Convertible  Debenture  (the  "Debenture")  is  issued  by  NETFABRIC
HOLDINGS,  INC.,  a Delaware corporation (the "Obligor"), to MACROCOM INVESTORS,
LLC  (the  "Holder").

        FOR  VALUE RECEIVED, the Obligor hereby promises to pay to the Holder or
its  successors  and  assigns the principal sum of Five Hundred Thousand Dollars
($500,000),  together  with  accrued  but unpaid interest on or before April 15,
2006  (the  "Maturity  Date")  in  accordance  with  the  following  terms:

        Interest.  Interest  shall  accrue  on the outstanding principal balance
hereof  at an annual rate equal to 5%. Interest shall be calculated on the basis
of a 360-day year and the actual number of days elapsed, to the extent permitted
by applicable law. Interest hereunder will be paid to the Holder or its assignee
(as  defined  in  Section  4)  in whose name this Debenture is registered on the
records  of  the Obligor regarding registration and transfers of Debentures (the
"Debenture  Register").  Interest  shall  be  payable  at  Maturity.

This  Debenture  is  subject  to  the  following  additional  provisions:

        Section  1.     Events  of  Default.

        (a)  An  "Event  of Default", wherever used herein, means any one of the
following  events  (whatever  the  reason  and  whether it shall be voluntary or
involuntary  or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative or
governmental  body):

                                        1
<PAGE>


        (i) Any default in the payment of the principal of, interest on or other
charges in respect of this Debenture, free of any claim of subordination, as and
when  the  same  shall  become  due  and  payable;

        (ii)  The  Obligor  or  any subsidiary of the Obligor shall commence, or
there  shall  be  commenced against the Obligor or any subsidiary of the Obligor
under any applicable bankruptcy or insolvency laws as now or hereafter in effect
or  any  successor  thereto,  or  the  Obligor  or any subsidiary of the Obligor
commences any other proceeding under any reorganization, arrangement, adjustment
of  debt,  relief  of debtors, dissolution, insolvency or liquidation or similar
law  of  any  jurisdiction  whether  now  or hereafter in effect relating to the
Obligor  or  any  subsidiary  of  the  Obligor or there is commenced against the
Obligor  or  any  subsidiary  of  the Obligor any such bankruptcy, insolvency or
other  proceeding  which  remains  undismissed  for  a period of 61 days; or the
Obligor  or  any subsidiary of the Obligor is adjudicated insolvent or bankrupt;
or  any  order of relief or other order approving any such case or proceeding is
entered; or the Obligor or any subsidiary of the Obligor suffers any appointment
of  any custodian, private or court appointed receiver or the like for it or any
substantial  part of its property which continues undischarged or unstayed for a
period  of  sixty one (61) days; or the Obligor or any subsidiary of the Obligor
makes  a  general assignment for the benefit of creditors; or the Obligor or any
subsidiary of the Obligor shall fail to pay, or shall state that it is unable to
pay,  or  shall be unable to pay, its debts generally as they become due; or the
Obligor  or  any subsidiary of the Obligor shall call a meeting of its creditors
with  a  view  to  arranging  a  composition, adjustment or restructuring of its
debts;  or  the  Obligor  or  any  subsidiary of the Obligor shall by any act or
failure to act expressly indicate its consent to, approval of or acquiescence in
any  of  the foregoing; or any corporate or other action is taken by the Obligor
or  any  subsidiary  of  the  Obligor  for  the  purpose of effecting any of the
foregoing;

        (iii)  The Obligor shall fail to file the Underlying Shares Registration
Statement  (as  defined in Section 4) with the Commission (as defined in Section
4)  within  ninety  (90)  days  from  the  Effective  Date  of  this  Debenture;

        (b)  During  the time that any portion of this Debenture is outstanding,
if  any  Event  of  Default  has  occurred,  the  full  principal amount of this
Debenture, together with interest and other amounts owing in respect thereof, to
the  date of acceleration shall become at the Holder's election, immediately due
and payable in cash, provided however, the Holder may request (but shall have no
obligation  to  request) payment of such amounts in Common Stock of the Obligor.
In  addition to any other remedies, the Holder shall have the right (but not the
obligation)  to convert this Debenture at any time after (x) an Event of Default
or (y) the Maturity Date at the Conversion Price then in-effect. The Holder need
not  provide  and  the Obligor hereby waives any presentment, demand, protest or
other  notice of any kind, and the Holder may immediately and without expiration
of any grace period enforce any and all of its rights and remedies hereunder and
all other remedies available to it under applicable law. Such declaration may be
rescinded and annulled by Holder at any time prior to payment hereunder. No such
rescission  or  annulment shall affect any subsequent Event of Default or impair
any  right  consequent  thereon.  Upon  an Event of Default, notwithstanding any
other  provision of this Debenture or any Transaction Document, the Holder shall
have  no  obligation to comply with or adhere to any limitations, if any, on the
conversion  of  this  Debenture  or  the  sale  of  the  Underlying  Shares.

                                        2
<PAGE>

         Section  2.     Conversion  and  Adjustment.

        (a)  This  Debenture shall be convertible into shares of Common Stock at
the option of the Holder, in whole or in part at any time and from time to time,
after  the  Original  Issue  Date. The number of shares of Common Stock issuable
upon  a  conversion  hereunder  equals the quotient obtained by dividing (x) the
outstanding  amount  of  this  Debenture  to  be converted by (y) the Conversion
Price.  The  Obligor shall deliver Common Stock certificates to the Holder prior
to  the  Fifth  (5th)  Trading Day after a Conversion Date. The conversion price
(the  "Conversion  Price")  in  effect  on any Conversion Date shall be equal to
$.50,  which  may  be  adjusted  pursuant  to  the other terms of this Debenture


        (b)  The  Holder shall effect conversions by delivering to the Obligor a
completed  notice  in  the  form  attached  hereto  as  Exhibit A (a "Conversion
Notice").  The date on which a Conversion Notice is delivered is the "Conversion
Date."  Unless  the Holder is converting the entire principal amount outstanding
under  this  Debenture,  the Holder is not required to physically surrender this
Debenture  to  the Obligor in order to effect conversions. Conversions hereunder
shall  have  the  effect  of  lowering  the outstanding principal amount of this
Debenture plus all accrued and unpaid interest thereon in an amount equal to the
applicable conversion. The Holder and the Obligor shall maintain records showing
the principal amount converted and the date of such conversions. In the event of
any  dispute  or discrepancy, the records of the Holder shall be controlling and
determinative  in  the  absence  of  manifest  error.


        (c)  If  the  Obligor,  at any time while this Debenture is outstanding,
shall (i) pay a stock dividend or otherwise make a distribution or distributions
on  shares  of  its  Common  Stock  or  any  other  equity  or equity equivalent
securities  payable in shares of Common Stock, (ii) subdivide outstanding shares
of  Common Stock into a larger number of shares, (iii) combine (including by way
of reverse stock split) outstanding shares of Common Stock into a smaller number
of  shares,  or (iv) issue by reclassification of shares of the Common Stock any
shares  of  capital  stock  of  the  Obligor, then the Conversion Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of
Common  Stock  (excluding treasury shares, if any) outstanding before such event
and  of  which  the  denominator  shall  be the number of shares of Common Stock
outstanding after such event. Any adjustment made pursuant to this Section shall
become  effective  immediately  after  the  record date for the determination of
stockholders  entitled to receive such dividend or distribution and shall become
effective  immediately  after  the  effective date in the case of a subdivision,
combination  or  re-classification.

        (d)  In  case  of  any (1) merger or consolidation of the Obligor or any
subsidiary  of  the  Obligor  with  or  into  another Person, or (2) sale by the
Obligor  or any subsidiary of the Obligor of more than one-half of the assets of
the  Obligor in one or a series of related transactions, a Holder shall have the
right  to  (A)  convert  the aggregate amount of this Debenture then outstanding
into the shares of stock and other securities, cash and property receivable upon
or  deemed  to  be  held  by  holders  of  Common  Stock  following such merger,
consolidation  or  sale,  and  such  Holder shall be entitled upon such event or
series of related events to receive such amount of securities, cash and property
as the shares of Common Stock into which such aggregate principal amount of this
Debenture  could  have  been  converted  immediately  prior  to  such  merger,
consolidation  or sales would have been entitled, or (B) in the case of a merger
or  consolidation,  require  the  surviving  entity  to  issue  to  the Holder a
convertible  Debenture  with a principal amount equal to the aggregate principal

                                        3
<PAGE>

amount  of  this Debenture then held by such Holder, plus all accrued and unpaid
interest  and  other  amounts owing thereon, which such newly issued convertible
Debenture  shall  have terms identical (including with respect to conversion) to
the  terms  of  this  Debenture,  and shall be entitled to all of the rights and
privileges  of  the Holder of this Debenture set forth herein and the agreements
pursuant  to  which  this Debentures were issued. In the case of clause (B), the
conversion price applicable for the newly issued shares of convertible preferred
stock  or  convertible  Debentures shall be based upon the amount of securities,
cash  and  property  that  each  share  of  Common  Stock  would receive in such
transaction  and  the  Conversion  Price  in  effect  immediately  prior  to the
effectiveness  or  closing  date  for  such  transaction.  The terms of any such
merger, sale or consolidation shall include such terms so as to continue to give
the  Holder  the right to receive the securities, cash and property set forth in
this  Section  upon  any  conversion  or  redemption  following such event. This
provision  shall  similarly  apply  to  successive  such  events.

        (e)  Upon  a  conversion  hereunder the Obligor shall not be required to
issue  stock  certificates representing fractions of shares of the Common Stock,
but  may  if  otherwise  permitted,  make a cash payment in respect of any final
fraction  of a share based on the Closing Bid Price at such time. If the Obligor
elects  not,  or  is  unable,  to  make such a cash payment, the Holder shall be
entitled  to  receive, in lieu of the final fraction of a share, one whole share
of  Common  Stock.

        (f)  The  issuance  of  certificates  for  shares of the Common Stock on
conversion  of this Debenture shall be made without charge to the Holder thereof
for any documentary stamp or similar taxes that may be payable in respect of the
issue  or  delivery  of such certificate, provided that the Obligor shall not be
required  to pay any tax that may be payable in respect of any transfer involved
in  the  issuance and delivery of any such certificate upon conversion in a name
other  than  that  of  the Holder of such Debenture so converted and the Obligor
shall  not be required to issue or deliver such certificates unless or until the
person or persons requesting the issuance thereof shall have paid to the Obligor
the  amount  of  such  tax  or shall have established to the satisfaction of the
Obligor  that  such  tax  has  been  paid.

        Section  3.     Notice.

        (a)  Any  notices, consents, waivers or other communications required or
permitted  to  be  given  under  the terms hereof 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  (1)  trading  day  after  deposit  with  a nationally recognized
overnight  delivery  service,  in  each  case properly addressed to the party to
receive  the  same.  The addresses and facsimile numbers for such communications
shall  be:

                                        4
<PAGE>


                              NetFabric  Holdings,  Inc.
                              67  Federal  Road,  Building  A
                              Suite  300
                              Brookfield,  CT  06804
                              Attention:  Jeff  Robinson
                              Telephone:  (203)  775-1178
                              Facsimile:  (270)  626-8366

With  a  copy  to:            Thelen  Reid  &  Priest  LLP
                              875  Third  Avenue
                              New  York,  NY  10022
                              Attention:  Robert  S.  Matlin,  Esq.
                              Telephone:  (212)  603-2215
                              Facsimile:  (212).603-2001
If  to  the  Holder,  to      Macrocom  Investors,  LLC
                              C/o  Michael  Millon
                              1365  York  Avenue  #28B
                              New  York,  NY  10021
                              Telephone:  (212)  717-1454
                              Facsimile:  (212)  717-1774


or at 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  three  (3)  business days prior to the effectiveness of such
change.  Written  confirmation  of  receipt  (i)  given by the recipient of such
notice,  consent,  waiver  or  other  communication,  (ii)  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  (iii)  provided  by a nationally recognized overnight delivery
service,  shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with  clause  (i),  (ii)  or  (iii)  above,  respectively.

        Section  4.  Definitions.  For  the purposes hereof, the following terms
shall  have  the  following  meanings:

        "Business  Day"  means any day except Saturday, Sunday and any day which
shall  be a federal legal holiday in the United States or a day on which banking
institutions  are  authorized  or  required by law or other government action to
close.

        "Commission"  means  the  Securities  and  Exchange  Commission.

        "Common  Stock" means the common stock, par value $0.001, of the Obligor
and  stock of any other class into which such shares may hereafter be changed or
reclassified.

        "Exchange  Act"  means  the Securities Exchange Act of 1934, as amended.

                                        5
<PAGE>

        "Effective  Date  of  the  Transaction"  means the date that the Company
receives  the  total funds from the Holder. "Original Issue Date" shall mean the
date  of  the  first  issuance  of  this

        Debenture  regardless  of  the number of transfers and regardless of the
number  of instruments, which may be issued to evidence such Debenture. "Closing
Bid  Price"  means  the  price  per  share  in  the  last  reported trade of the

Common  Stock  on  the  OTC  or  on the exchange  which the Common Stock is then
listed  as  quoted  by  Bloomberg,  LP.

        "Person"  means  a  corporation,  an  association,  a  partnership,
organization,  a  business, an individual, a government or political subdivision
thereof  or  a  governmental  agency.

        "Securities  Act"  means the Securities Act of 1933, as amended, and the
rules  and  regulations  promulgated  thereunder.

        "Trading Day" means a day on which the shares of Common Stock are quoted
on  the OTC or quoted or traded on such Subsequent Market on which the shares of
Common  Stock  are  then  quoted or listed; provided, that in the event that the
shares  of  Common Stock are not listed or quoted, then Trading Day shall mean a
Business  Day.

        "Underlying  Shares"  means  the  shares  of  Common Stock issuable upon
conversion  of  this  Debenture or as payment of interest in accordance with the
terms  hereof.  "Underlying  Shares Registration Statement" means a registration
statement,  covering  among other things the resale of the Underlying Shares and
naming  the  Holder  as  a  "selling  stockholder"  thereunder.

     Section  5.     This  Debenture  shall not entitle the Holder to any of the
rights  of a stockholder of the Obligor, including without limitation, the right
to  vote, to receive dividends and other distributions, or to receive any notice
of,  or  to  attend,  meetings  of  stockholders or any other proceedings of the
Obligor,  unless  and  to  the  extent  converted into shares of Common Stock in
accordance  with  the  terms  hereof.

        Section  6.  If  this Debenture is mutilated, lost, stolen or destroyed,
the Obligor shall execute and deliver, in exchange and substitution for and upon
cancellation  of the mutilated Debenture, or in lieu of or in substitution for a
lost, stolen or destroyed Debenture, a new Debenture for the principal amount of
this  Debenture so mutilated, lost, stolen or destroyed but only upon receipt of
evidence  of  such  loss,  theft  or  destruction  of such Debenture, and of the
ownership  hereof,  and  indemnity, if requested, all reasonably satisfactory to
the  Obligor.

        Section  7.  This  Debenture  shall  be  governed  by  and  construed in
accordance  with  the  laws  of  the State of New York, without giving effect to
conflicts  of  laws thereof. Each of the parties consents to the jurisdiction of
the  Supreme  Court  of  the  State  of  New York, New York County, and the U.S.
District  Court  for  the  Southern  District of New York in connection with any

                                        6
<PAGE>

dispute  arising  under  this Debenture and hereby waives, to the maximum extent
permitted  by  law,  any  objection,  including any objection based on forum non
conveniens  to  the  bringing  of  any  such  proceeding  in such jurisdictions.

        Section  8.  If  the  Obligor fails to strictly comply with the terms of
this  Debenture,  then  the  Obligor shall reimburse the Holder promptly for all
fees,  costs  and  expenses,  including, without limitation, attorneys' fees and
expenses incurred by the Holder in any action in connection with this Debenture,
including, without limitation, those incurred: (i) during any workout, attempted
workout,  and/or  in  connection  with  the  rendering of legal advice as to the
Holder's rights, remedies and obligations, (ii) collecting any sums which become
due  to  the  Holder,  (iii)  defending  or  prosecuting  any  proceeding or any
counterclaim  to  any proceeding or appeal; or (iv) the protection, preservation
or  enforcement  of  any  rights  or  remedies  of  the  Holder.

        Section 9. Any waiver by the Holder of a breach of any provision of this
Debenture  shall  not  operate  as  or  be construed to be a waiver of any other
breach  of  such  provision  or  of  any  breach  of any other provision of this
Debenture. The failure of the Holder to insist upon strict adherence to any term
of  this  Debenture on one or more occasions shall not be considered a waiver or
deprive  that  party  of the right thereafter to insist upon strict adherence to
that  term  or  any other term of this Debenture. Any waiver must be in writing.

Section  10.     If  any  provision  of  this  Debenture  is invalid, illegal or
unenforceable,  the balance of this Debenture shall remain in effect, and if any
provision  is  inapplicable to any person or circumstance, it shall nevertheless
remain  applicable  to all other persons and circumstances. If it shall be found
that  any  interest  or other amount deemed interest due hereunder shall violate
applicable  laws  governing usury, the applicable rate of interest due hereunder
shall  automatically be lowered to equal the maximum permitted rate of interest.
The  Obligor  covenants (to the extent that it may lawfully do so) that it shall
not  at  any  time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law or other law which
would  prohibit  or  forgive  the  Obligor from paying all or any portion of the
principal  of  or  interest  on  this Debenture as contemplated herein, wherever
enacted,  now  or  at  any  time  hereafter  in  force,  or which may affect the
covenants  or  the performance of this indenture, and the Obligor (to the extent
it  may lawfully do so) hereby expressly waives all benefits or advantage of any
such  law,  and  covenants  that it will not, by resort to any such law, hinder,
delay  or  impeded  the execution of any power herein granted to the Holder, but
will  suffer  and  permit  the execution of every such as though no such law has
been  enacted.

        Section  11. Whenever any payment or other obligation hereunder shall be
due  on  a day other than a Business Day, such payment shall be made on the next
succeeding  Business  Day.

        Section  12. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE  THE  RIGHT  ANY  OF  THEM  MAY  HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION  BASED  HEREON  OR  ARISING  OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT  OR  ANY  TRANSACTION  DOCUMENT  OR  ANY  COURSE OF CONDUCT, COURSE OF
DEALING,  STATEMENTS  (WHETHER  VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS
PROVISION  IS  A  MATERIAL  INDUCEMENT  FOR  THE  PARTIES'  ACCEPTANCE  OF  THIS
AGREEMENT.

                                        7
<PAGE>


        IN WITNESS WHEREOF, the Obligor has caused this Convertible Debenture to
be  duly  executed  by a duly authorized officer as of the date set forth above.

                             NETFABRIC  HOLDINGS,  INC.

                             By:    _______________________________________
                             Name:  Jeff  Robinson
                             Title:  Chairman  and  Chief  Executive  Officer



                                        8
<PAGE>


                                   EXHIBIT"A"
                                   ----------
                              NOTICE  OF  CONVERSION
                              --------------------
        (To  be  executed  by  the  Holder  in  order  to convert the Debenture)
TO:

        The  undersigned hereby irrevocably elects to convert $ of the principal
amount of the above Debenture into Shares of Common Stock of NetFabric Holdings,
Inc.,  according  to  the  conditions  stated therein, as of the Conversion Date
written  below.


Conversion  Date:                            ___________________________________

Applicable  Conversion  Price:               ___________________________________

Signature:                                   ___________________________________

Name:                                        ___________________________________

Address:                                     ___________________________________

Amount  to  be  converted:                  $___________________________________

Amount  of  Debenture  unconverted:         $___________________________________

Conversion  Price  per  share:              $___________________________________

Number  of  shares  of  Common  Stock
 to  be  issued:                             ___________________________________

Please  issue  the  shares  of
Common  Stock  in  the  following
name and to the following  address:          ___________________________________

Issue  to:                                   ___________________________________

Authorized  Signature:                       ___________________________________

Name:                                        ___________________________________

Title:                                       ___________________________________

Phone  Number:                               ___________________________________

Broker  DTC  Participant  Code:              ___________________________________

Account  Number:                             ___________________________________







</TEXT>
</DOCUMENT>
