<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>ex992.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>

                                     WARRANT
                                     -------

THE  SECURITIES  REPRESENTED  BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT  OF  1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE
SECURITIES  HAVE  BEEN  ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF AN EFFECTIVE REGISTRATION
STATEMENT  FOR  THE  SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO  THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE  FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH  A  BONA  FIDE  MARGIN  ACCOUNT.


                            NETFABRIC  HOLDINGS,  INC.


                        WARRANT  TO  PURCHASE  COMMON  STOCK

Warrant  No.:  CDW-001                            Number  of  Shares:  1,000,000

Date  of  Issuance:  July  19,  2005

NetFabric  Holdings,  Inc.,  a  Delaware  corporation  (the  "Company"),  hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged,  and  in connection with the issuance of a
Convertible  Debenture  in the amount of $500,000 (the "Convertible Debenture"),
MACROCOM  INVESTORS,  LLC  (the  "Holder"),  the registered holder hereof or its
permitted  assigns,  is  entitled,  subject  to  the  terms  set forth below, to
purchase  from  the Company upon surrender of this Warrant, at any time or times
on  or  after  the  date  hereof,  but  not after 11:59 P.M. Eastern Time on the
Expiration  Date  (as  defined  herein)  One  Million (1,000,000) fully paid and
nonassessable  shares  of  Common  Stock (as defined herein) of the Company (the
"Warrant Shares") at the exercise price per share provided in Section 1(b) below
or  as  subsequently  adjusted.

     Section  1.

      (a)  Definitions.  The  following  words and terms as used in this Warrant
shall  have  the  following  meanings:

          (i)  "Business Day" Means Any Day Other Than Saturday, Sunday Or Other
Day on Which Commercial Banks In The City Of New York Are Authorized Or Required
By  law  To  Remain  Closed.

          (ii)  "Common  Stock"  means (i) the Company's common stock, par value
$0.001  per share, and (ii) any capital stock into which such Common Stock shall
have been changed or any capital stock resulting from a reclassification of such
Common  Stock.

<PAGE>
          (iii)  "Event  of  Default"  means  an  event  of  default  under  the
Convertible  Debenture,  or  any  other related agreements hereunder between the
Company  and  Holder  of even date herewith which is not cured by the Company by
any  applicable  cure  period  therein.

          (iv)  "Expiration  Date"  means  the  date  three  (3)  years from the
Issuance  Date  of  this Warrant or, if such date falls on a Saturday, Sunday or
other  day on which banks are required or authorized to be closed in the City of
New York or the State of New York or on which trading does not take place on the
Principal  Exchange  or  automated quotation system on which the Common Stock is
traded  (a  "Holiday"),  the  next  date  that  is  not  a  Holiday.

          (v)  "Issuance  Date"  means  the  date  hereof.

          (vi)  "Person"  means  an  individual,  a limited liability company, a
partnership,  a  joint  venture,  a  corporation,  a  trust,  an  unincorporated
organization  and  a  government  or  any  department  or  agency  thereof.

          (vii)  "Principal  Market"  means  the  New  York  Stock Exchange, the
American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market,
whichever  is  at  the  time  the  principal trading exchange or market for such
security,  or  the  over-the-counter market on the electronic bulletin board for
such  security  as  reported  by  Bloomberg or, if no bid or sale information is
reported  for  such security by Bloomberg, then the average of the bid prices of
each  of the market makers for such security as reported in the "pink sheets" by
the  National  Quotation  Bureau,  Inc.

          (viii)  "Securities Act" means the Securities Act of 1933, as amended.


          (ix) "Warrant" means this Warrant and all Warrants issued in exchange,
transfer  or  replacement  thereof.

          (x)  "Warrant  Exercise  Price"  shall  be  $1.50  or  as subsequently
adjusted  as  provided  in  Section  8  hereof.

          (xi) "Warrant Shares" means the shares of Common Stock issuable at any
time  upon  exercise  of  this  Warrant.

     (b)  Other  Definitional  Provisions.

          (i) Except as otherwise specified herein, all references herein (A) to
the  Company  shall be deemed to include the Company's successors and (B) to any
applicable  law defined or referred to herein shall be deemed references to such
applicable  law as the same may have been or may be amended or supplemented from
time  to  time.

          (ii)  When  used  in  this  Warrant, the words "herein", "hereof", and
"hereunder"  and words of similar import, shall refer to this Warrant as a whole
and  not  to any provision of this Warrant, and the words "Section", "Schedule",
and  "Exhibit"  shall  refer to Sections of, and Schedules and Exhibits to, this
Warrant  unless  otherwise  specified.

                                        2
<PAGE>
          (iii) Whenever the context so requires, the neuter gender includes the
masculine  or  feminine,  and  the singular number includes the plural, and vice
versa.

     Section  2.  Exercise  of  Warrant.

      (a)  Subject  to  the  terms  and  conditions  hereof, this Warrant may be
exercised  by the holder hereof then registered on the books of the Company, pro
rata  as  hereinafter  provided, at any time on any Business Day on or after the
opening  of  business  on such Business Day, commencing with the first day after
the date hereof, and prior to 11:59 P.M. Eastern Time on the Expiration Date (i)
by delivery of a written notice, in the form of the subscription notice attached
as  Exhibit  A  hereto  (the  "Exercise  Notice"),  of such holder's election to
exercise  this  Warrant, which notice shall specify the number of Warrant Shares
to  be  purchased,  payment  to  the  Company  of an amount equal to the Warrant
Exercise  Price(s)  applicable to the Warrant Shares being purchased, multiplied
by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to
which  this  Warrant  is  being exercised (plus any applicable issue or transfer
taxes)  (the "Aggregate Exercise Price") in cash or wire transfer of immediately
available  funds  and  the  surrender  of  this  Warrant  (or an indemnification
undertaking  with  respect  to  this  Warrant  in the case of its loss, theft or
destruction)  to  a common carrier for overnight delivery to the Company as soon
as  practicable  following  such  date  ("Cash Basis") or (ii) if at the time of
exercise,  the  Warrant  Shares  are  not  subject  to an effective registration
statement  or  if  an  Event  of Default has occurred, by delivering an Exercise
Notice  and in lieu of making payment of the Aggregate Exercise Price in cash or
wire  transfer,  elect instead to receive upon such exercise the "Net Number" of
shares  of  Common  Stock  determined  according  to  the following formula (the
"Cashless  Exercise"):

   Net  Number  =  (A  x  B)  -  (A  x  C)
                -----------------
                        B

      For  purposes  of  the  foregoing  formula:

      A  =  the  total  number  of  Warrant  Shares  with  respect to which this
      Warrant  is  then  being  exercised.

      B  =  the  Closing  Bid  Price  of  the  Common  Stock  on  the  date  of
      exercise  of  the  Warrant.

      C  =  the  Warrant  Exercise  Price  then  in  effect  for  the applicable
      Warrant  Shares  at  the  time  of  such  exercise.

      (b) In the event of any exercise of the rights represented by this Warrant
in compliance with this Section 2, the Company shall on the fifth (5th) Business
Day following the date of receipt of the Exercise Notice, the Aggregate Exercise
Price  and  this Warrant (or an indemnification undertaking with respect to this
Warrant  in  the  case of its loss, theft or destruction) and the receipt of the
representations of the holder specified in Section 6 hereof, if requested by the
Company  (the  "Exercise  Delivery  Documents"),  and if the Common Stock is DTC
eligible,  credit  such  aggregate number of shares of Common Stock to which the
holder  shall be entitled to the holder's or its designee's balance account with
The Depository Trust Company; provided, however, if the holder who submitted the
Exercise Notice requested physical delivery of any or all of the Warrant Shares,

                                        3
<PAGE>
or, if the Common Stock is not DTC eligible then the Company shall, on or before
the  fifth  (5th)  Business  Day  following  receipt  of  the  Exercise Delivery
Documents, issue and surrender to a common carrier for overnight delivery to the
address  specified in the Exercise Notice, a certificate, registered in the name
of  the  holder,  for  the  number of shares of Common Stock to which the holder
shall be entitled pursuant to such request. Upon delivery of the Exercise Notice
and  Aggregate Exercise Price referred to in clause (i) or (ii) above the holder
of  this  Warrant  shall be deemed for all corporate purposes to have become the
holder  of  record  of the Warrant Shares with respect to which this Warrant has
been  exercised.

      (c)  Unless  the  rights represented by this Warrant shall have expired or
shall  have  been fully exercised, the Company shall, as soon as practicable and
in  no event later than five (5) Business Days after any exercise and at its own
expense, issue a new Warrant identical in all respects to this Warrant exercised
except  it  shall  represent  rights  to  purchase  the number of Warrant Shares
purchasable  immediately  prior  to  such exercise under this Warrant exercised,
less  the  number  of  Warrant  Shares  with  respect  to  which such Warrant is
exercised.

      (d)  No  fractional  Warrant  Shares  are  to  be issued upon any pro rata
exercise  of  this  Warrant, but rather the number of Warrant Shares issued upon
such  exercise  of this Warrant shall be rounded up or down to the nearest whole
number.

   Section  3.  Covenants  as  to Common Stock. The Company hereby covenants and
agrees  as  follows:

      (a)  This  Warrant  is,  and  any  Warrants  issued in substitution for or
replacement  of  this Warrant will upon issuance be, duly authorized and validly
issued.

      (b) All Warrant Shares which may be issued upon the exercise of the rights
represented  by  this Warrant will, upon issuance, be validly issued, fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issue  thereof.

      (c)  During the period within which the rights represented by this Warrant
may  be exercised, the Company will at all times have authorized and reserved at
least  one hundred percent (100%) of the number of shares of Common Stock needed
to  provide  for the exercise of the rights then represented by this Warrant and
the  par  value  of  said  shares will at all times be less than or equal to the
applicable  Warrant  Exercise  Price.

      (d)  If  at  any  time  after  the  date  hereof  the Company shall file a
registration statement, the Company shall include the Warrant Shares issuable to
the  holder,  pursuant  to  the  terms of this Warrant, and the Shares of Common
Stock  underlying  the  Convertible  Debenture.

      (e) This Warrant will be binding upon any entity succeeding to the Company
by  merger,  consolidation  or  acquisition  of  all or substantially all of the
Company's  assets.

   Section  4.  Taxes.  The  Company  shall  pay  any  and all taxes, except any
applicable  withholding,  which  may be payable with respect to the issuance and
delivery  of  Warrant  Shares  upon  exercise  of  this  Warrant.

                                        4
<PAGE>

   Section  5.  Warrant  Holder  Not  Deemed  a Stockholder. Except as otherwise
specifically  provided  herein,  no  holder,  as  such, of this Warrant shall be
entitled  to  vote  or  receive  dividends  or be deemed the holder of shares of
capital  stock  of  the Company for any purpose, nor shall anything contained in
this  Warrant be construed to confer upon the holder hereof, as such, any of the
rights  of  a  stockholder of the Company or any right to vote, give or withhold
consent  to  any  corporate  action (whether any reorganization, issue of stock,
reclassification  of  stock,  consolidation,  merger,  conveyance or otherwise),
receive  notice  of  meetings,  receive  dividends  or  subscription  rights, or
otherwise,  prior  to  the issuance to the holder of this Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In  addition,  nothing contained in this Warrant shall be construed as
imposing  any  liabilities  on  such  holder  to  purchase  any securities (upon
exercise  of  this  Warrant  or  otherwise)  or as a stockholder of the Company,
whether  such  liabilities  are  asserted  by the Company or by creditors of the
Company.  Notwithstanding this Section 5, the Company will provide the holder of
this  Warrant with copies of the same notices and other information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to  the  stockholders.

   Section  6.  Representations  of  Holder.  The holder of this Warrant and the
Convertible Debenture, by the acceptance hereof, represents that it is acquiring
this  Warrant  and  the  Warrant  Shares,  and the Convertible Debenture and the
shares  underlying  it,  (collectively, the "Securities")for its own account for
investment  only  and not with a view towards, or for resale in connection with,
the  public  sale  or  distribution  of the Securities, except pursuant to sales
registered  or  exempted  under  the  Securities Act; provided, however, that by
making  the  representations  herein,  the  holder  does  not  agree to hold the
Securities  for  any  minimum  or  other specific term and reserves the right to
dispose  of  the  Securities  at  any  time  in accordance with or pursuant to a
registration  statement  or an exemption under the Securities Act. The holder of
the  Securities further represents, by acceptance hereof, that, as of this date,
such  holder  is  an  "accredited  investor"  as  such  term  is defined in Rule
501(a)(1)  of Regulation D promulgated by the Securities and Exchange Commission
under  the  Securities  Act  (an  "Accredited  Investor").

   Section  7.  Ownership  and  Transfer.

      (a) The Company shall maintain at its principal executive offices (or such
other  office  or  agency  of  the  Company as it may designate by notice to the
holder  hereof),  a register for this Warrant, in which the Company shall record
the  name  and address of the person in whose name this Warrant has been issued,
as  well  as  the name and address of each transferee. The Company may treat the
person  in whose name any Warrant is registered on the register as the owner and
holder thereof for all purposes, notwithstanding any notice to the contrary, but
in  all  events  recognizing  any transfers made in accordance with the terms of
this  Warrant.

   Section  8.  Adjustment  of  Warrant Exercise Price and Number of Shares. The
Warrant  Exercise  Price  and the number of shares of Common Stock issuable upon
exercise  of  this  Warrant  shall  be  adjusted  from  time to time as follows:

      (a)  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, any Warrant Exercise Price in effect immediately prior
to  such subdivision will be proportionately reduced and the number of shares of

                                        5
<PAGE>
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, any
Warrant  Exercise  Price in effect immediately prior to such combination will be
proportionately  increased  and  the  number  of  Warrant  Shares  issuable upon
exercise of this Warrant will be proportionately decreased. Any adjustment under
this  section  shall  become  effective at the close of business on the date the
subdivision  or  combination  becomes  effective.

      (b)  Notices.

          (i) Immediately upon any adjustment of the Warrant Exercise Price, the
Company  will give written notice thereof to the holder of this Warrant, setting
forth  in reasonable detail, and certifying, the calculation of such adjustment.

   Section  9.Reorganization,  Reclassification,  Consolidation, Merger or Sale.

      (a) Any recapitalization, reorganization, reclassification, consolidation,
merger,  sale  of  all  or  substantially all of the Company's assets to another
Person  or  other  transaction in each case 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 an "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") a written agreement (in form and substance
satisfactory  to  the holders of Warrants representing at least two-thirds (iii)
of  the  Warrant Shares issuable 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 without regard to any limitations
on  exercise,  if  the  value  so  reflected is less than any Applicable Warrant
Exercise  Price  immediately prior to such consolidation, merger or sale). Prior
to  the  consummation  of  any  other  Organic  Change,  the  Company shall make
appropriate  provision  (in  form  and  substance satisfactory to the holders of
Warrants representing a majority of the Warrant Shares issuable upon exercise of
the  Warrants  then  outstanding)  to  insure  that  each  of the holders of the
Warrants  will thereafter have the right to acquire and receive in lieu of or in
addition  to  (as  the  case  may be) the Warrant Shares immediately theretofore
issuable  and  receivable  upon  the exercise of such holder's Warrants (without
regard  to  any  limitations  on  exercise), such shares of stock, securities or
assets  that  would  have  been  issued  or  payable in such Organic Change with
respect to or in exchange for the number of Warrant Shares which would have been
issuable  and  receivable  upon  the exercise of such holder's Warrant as of the
date  of  such  Organic  Change  (without taking into account any limitations or
restrictions  on  the  exercisability  of  this  Warrant).

                                        6
<PAGE>

   Section  10. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is
lost,  stolen, mutilated or destroyed, the Company shall promptly, on receipt of
an  indemnification  undertaking  (or,  in  the case of a mutilated Warrant, the
Warrant),  issue a new Warrant of like denomination and tenor as this Warrant so
lost,  stolen,  mutilated  or  destroyed.

   Section  11.  Notice.  Any notices, consents, waivers or other communications
required  or  permitted  to  be given under the terms of this Warrant 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  receipt  is  received  by  the  sending  party transmission is
mechanically or electronically generated and kept on file by the sending party);
or  (iii)  one Business 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:

If  to  the  Company,  to:     NetFabric  Holdings,  Inc.
                               67  Federal  Road,  Building  A
                               Suite  300
                               Brookfield,  CT  06804
                               Telephone:  (203)  775-1178
                               Facsimile:  (203)

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  a  holder of this Warrant, to it at the address and facsimile number set
forth  on  Exhibit C hereto, with copies to such holder's representatives as set
forth on Exhibit C, or at such other address and facsimile as shall be delivered
to  the Company upon the issuance or transfer of this Warrant.  Each party shall
provide  five  days'  prior  written  notice to the other party of any change in
address  or  facsimile number.  Written confirmation of receipt (A) given by the
recipient of such notice, consent, facsimile, waiver or other communication, (or
(B)  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  12.  Date.  The  date of this Warrant is set forth on page 1 hereof.
This  Warrant,  in  all  events, shall be wholly void and of no effect after the
close  of business on the Expiration Date, except that notwithstanding any other
provisions  hereof,  the provisions of Section 8(b) shall continue in full force
and  effect  after such date as to any Warrant Shares or other securities issued
upon  the  exercise  of  this  Warrant.

                                        7
<PAGE>
   Section  13.  Amendment  and Waiver. Except as otherwise provided herein, the
provisions  of  the  Warrants may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only  if  the  Company  has  obtained the written consent of the holders of
Warrants  representing  at  least two-thirds of the Warrant Shares issuable upon
exercise  of  the  Warrants  then outstanding; provided that, except for Section
8(d),  no  such  action  may increase the Warrant Exercise Price or decrease the
number  of  shares  or  class  of  stock obtainable upon exercise of any Warrant
without  the  written  consent  of  the  holder  of  such  Warrant.

   Section  14. Descriptive Headings; Governing Law. The descriptive headings of
the several sections and paragraphs of this Warrant are inserted for convenience
only  and  do  not  constitute a part of this Warrant. The corporate laws of the
State  of  Nevada  shall govern all issues concerning the relative rights of the
Company  and  its stockholders. All other questions concerning the construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
the  internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or
any  other  jurisdictions)  that  would cause the application of the laws of any
jurisdictions  other  than  the State of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
New  York  County and the United States District Court for the Southern District
of  New  York,  for  the  adjudication of any dispute hereunder or in connection
herewith  or therewith, 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.

   Section  15.  Waiver  of  Jury Trial. AS A MATERIAL INDUCEMENT FOR EACH PARTY
HERETO  TO ENTER INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO
TRIAL  BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR
ANY  AND  ALL  OF  THE  OTHER  DOCUMENTS  ASSOCIATED  WITH  THIS  TRANSACTION.



                   [REMAINDER  OF  PAGE  INTENTIALLY  LEFT  BLANK]


                                        8
<PAGE>

IN  WITNESS  WHEREOF, the Company has caused this Warrant to be signed as of the
date  first  set  forth  above.

                                                 NETFABRIC  HOLDINGS,  INC.

                                                 By: ___________________________
                                                 Name:  Jeff  Robinson
                                                 Title:  Chief Executive Officer




                                        9
<PAGE>

                              EXHIBIT  A  TO  WARRANT
                              --------------------

                                 EXERCISE  NOTICE
                                 ---------------


                                 TO  BE  EXECUTED
                BY  THE  REGISTERED  HOLDER  TO  EXERCISE  THIS  WARRANT


                            NETFABRIC  HOLDINGS,  INC.

The  undersigned holder hereby exercises the right to purchase ______________ of
the  shares  of  Common  Stock ("Warrant Shares") of NetFabric Holdings, Inc., a
Delaware  corporation  (the  "Company"),  evidenced by the attached Warrant (the
"Warrant").  Capitalized  terms used herein and not otherwise defined shall have
the  respective  meanings  set  forth  in  the  Warrant.

Specify  Method  of  exercise  by  check  mark:

      1.  ___  Cash  Exercise

      (a)  Payment  of  Warrant  Exercise  Price.  The  holder  shall  pay  the
      Aggregate  Exercise  Price of $______________ to the Company in accordance
      with  the  terms  of  the  Warrant.

      (b)  Delivery  of  Warrant  Shares.  The  Company  shall  deliver  to  the
      holder  _________Warrant  Shares  in  accordance  with  the  terms  of the
      Warrant.




     2.  __  Cashless  Exercise

      (a)  Payment  of  Warrant  Exercise  Price.  In  lieu of making payment of
      the  Aggregate  Exercise  Price,  the  holder  elects to receive upon such
      exercise the Net Number of shares of Common Stock determined in accordance
      with  the  terms  of  the  Warrant.

      (b)  Delivery  of  Warrant  Shares.  The  Company  shall  deliver  to  the
      holder  _________Warrant  Shares  in  accordance  with  the  terms  of the
      Warrant.


Date:  _______________  __,  ______

Name  of  Registered  Holder

By:   ______________________
Name:  ______________________
Title:______________________


                                      A-1
<PAGE>

                              EXHIBIT  B  TO  WARRANT
                              --------------------

                              FORM  OF  WARRANT  POWER
                              ---------------------

FOR  VALUE  RECEIVED,  the  undersigned  does  hereby  assign  and  transfer  to
________________,  Federal  Identification No. __________, a warrant to purchase
____________ shares of the capital stock of NetFabric Holdings, Inc., a Delaware
corporation,  represented by warrant certificate no. _____, standing in the name
of  the  undersigned  on  the  books  of said corporation.  The undersigned does
hereby  irrevocably  constitute and appoint ______________, attorney to transfer
the  warrants  of  said  corporation,  with  full  power  of substitution in the
premises.

Dated:________________________________        __________________________________

                                              By:   ____________________________
                                              Name: ____________________________
                                              Title:____________________________


                                      B-1









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