<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>ex993.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>


                           PLEDGE  AND  ESCROW  AGREEMENT
                           ---------------------------

        THIS  PLEDGE  AND ESCROW AGREEMENT (the "Agreement") is made and entered
into as of July 19, 2005 (the "Effective Date") by and among MACROCOM INVESTORS,
LLC  (the  "Pledgee"),  NETFABRIC  HOLDINGS,  INC.,  a corporation organized and
existing  under  the  laws  of the State of Delaware (the "Pledgor"), and STEVEN
SISKIND,  ESQ.,  as  escrow  agent  ("Escrow  Agent").

                                    RECITALS:
                                    --------

        WHEREAS,  in  order  to  secure  the  full  and  prompt payment when due
(whether  at  the  stated  maturity, by acceleration or otherwise) of all of the
Company's obligations (the "Obligations") to the Pledgee or any successor to the
Pledgee  under  this  Agreement and the Convertible Debentures (the "Convertible
Debentures") issued or to be issued by the Company to the Pledgee, either now or
in  the  future,  up  to  a total of Five Hundred Thousand Dollars ($500,000) of
principal, plus any interest, costs, fees, and other amounts owed to the Pledgee
thereunder,  (collectively, the "Transaction Documents"), the Pledgor has agreed
to  irrevocably  pledge  to  the  Pledgee  Five  Million (5,000,000) shares (the
"Pledged  Shares")  of  the  Pledgor's  common  stock  and  issue  certificates
representing  the  Pledged  Shares  in  the  name  of  Pledgee.

        NOW,  THEREFORE,  in  consideration of the mutual covenants, agreements,
warranties,  and  representations  herein  contained,  and  for  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the  parties  hereto  agree  as  follows:

                              TERMS  AND  CONDITIONS
                              --------------------

     1.  Pledge  and  Transfer  of  Pledged  Shares.

        1.1.  The  Pledgor  hereby  grants to Pledgee a security interest in all
Pledged  Shares  as  security  for  Pledgor's  obligations under the Convertible
Debentures.  Simultaneously with the execution of the Transaction Documents, the
Pledgee  shall  deliver  to the Escrow Agent stock certificates representing the
Pledged  Shares,  together  with duly executed stock powers or other appropriate
transfer  documents executed in blank by the Pledgee (the "Transfer Documents"),
and  such  stock certificates and Transfer Documents shall be held by the Escrow
Agent  until  the  full  payment  of  all  amounts  due to the Pledgee under the
Convertible  Debenture and through repayment in accordance with the terms of the
Convertible  Debenture,  or  the  termination  or  expiration of this Agreement.

     2.  Rights  Relating  to Pledged Shares. Upon the occurrence of an Event of
Default (as defined in the Convertible Debenture), the Pledgee shall be entitled
to  vote  the  Pledged  Shares,  to  receive  dividends  and other distributions
thereon,  and to enjoy all other rights and privileges incident to the ownership
of  the  Pledged  Shares.

     3.  Release  of Pledged Shares from Pledge. Upon the payment of all amounts
due  to  the  Pledgee under the Convertible Debenture by repayment in accordance
with the terms of the Convertible Debenture, the parties hereto shall notify the
Escrow  Agent  to  such  effect  in  writing.  Upon  receipt  of  such  written

                                        1
<PAGE>

notice  for  payment  of  the  amounts  due to the Pledgee under the Convertible
Debenture,  the  Escrow Agent shall return to the Pledgor the Transfer Documents
and the certificates representing the Pledged Shares, (collectively the "Pledged
Materials"),  whereupon  any  and all rights of Pledgee in the Pledged Materials
shall  be terminated. Notwithstanding anything to the contrary contained herein,
upon  full  payment  of  all  amounts  due  to the Pledgee under the Convertible
Debenture,  this  Agreement and Pledgee's security interest and rights in and to
the  Pledged  Shares  shall  terminate.

     4. Event of Default. An "Event of Default" shall be deemed to have occurred
under  this  Agreement upon an Event of Default under the Convertible Debenture.

     5.  Remedies. Upon and anytime after the occurrence of an Event of Default,
the  Pledgee  shall  have  the  right to provide written notice of such Event of
Default  (the "Default Notice") to the Escrow Agent, with a copy to the Pledgor.
As  soon  as  practicable  after receipt of the Default Notice, the Escrow Agent
shall  deliver  to  Pledgee  the  Pledged  Materials  held  by  the Escrow Agent
hereunder.  Upon  receipt  of  the Pledged Materials, the Pledgee shall have the
right to sell the Pledged Shares and to apply the proceeds of such sales, net of
any  selling  commissions, to the Obligations owed to the Pledgee by the Pledgor
under  the  Transaction  Documents,  including,  without limitation, outstanding
principal,  interest,  legal fees, and any other amounts owed to the Pledgee. To
the  extent  that  the  net proceeds received by the Pledgee are insufficient to
satisfy  the  Obligations in full, the Pledgee shall be entitled to a deficiency
judgment  against  the  Pledgor  for  such  amount.  The  Pledgee shall have the
absolute  right  to  sell or dispose of the Pledged Shares in any manner it sees
fit and shall have no liability to the Pledgor or any other party for selling or
disposing  of such Pledged Shares even if other methods of sales or dispositions
would  or  allegedly  would  result in greater proceeds than the method actually
used.

      6.     Concerning  the  Escrow  Agent.

        6.1.  The  Escrow  Agent  undertakes  to perform only such duties as are
expressly  set  forth  herein and no implied duties or obligations shall be read
into  this  Agreement  against  the  Escrow  Agent.

        6.2. The Escrow Agent may act in reliance upon any writing or instrument
or  signature  which  it,  in good faith, believes to be genuine, may assume the
validity  and accuracy of any statement or assertion contained in such a writing
or  instrument,  and  may assume that any person purporting to give any writing,
notice, advice or instructions in connection with the provisions hereof has been
duly authorized to do so. The Escrow Agent shall not be liable in any manner for
the sufficiency or correctness as to form, manner, and execution, or validity of
any  instrument  deposited in this escrow, nor as to the identity, authority, or
right  of  any  person  executing  the  same;  and its duties hereunder shall be
limited  to  the safekeeping of such certificates, monies, instruments, or other
document  received  by  it as such escrow holder, and for the disposition of the
same  in  accordance  with the written instruments accepted by it in the escrow.

                                        2
<PAGE>

        6.3.  Pledgee  and the Pledgor hereby agree, to defend and indemnify the
Escrow  Agent and hold it harmless from any and all claims, liabilities, losses,
actions, suits, or proceedings at law or in equity, or any other expenses, fees,
or charges of any character or nature which it may incur or with which it may be
threatened  by reason of its acting as Escrow Agent under this Agreement; and in
connection  therewith,  to  indemnify  the  Escrow  Agent  against  any  and all
expenses,  including attorneys' fees and costs of defending any action, suit, or
proceeding  or  resisting  any claim (and any costs incurred by the Escrow Agent
pursuant to Sections 6.4 or 6.5 hereof). The Escrow Agent shall be vested with a
lien on all property deposited hereunder, for indemnification of attorneys' fees
and  court  costs  regarding  any  suit,  proceeding  or otherwise, or any other
expenses,  fees, or charges of any character or nature, which may be incurred by
the Escrow Agent by reason of disputes arising between the makers of this escrow
as to the correct interpretation of this Agreement and instructions given to the
Escrow  Agent  hereunder,  or  otherwise,  with  the  right of the Escrow Agent,
regardless of the instructions aforesaid, to hold said property until and unless
said  additional  expenses,  fees, and charges shall be fully paid. Any fees and
costs  charged  by  the  Escrow Agent for serving hereunder shall be paid by the
Pledgor.

        6.4.  If  any  of  the  parties  shall  be  in  disagreement  about  the
interpretation  of  this  Agreement, or about the rights and obligations, or the
propriety  of  any action contemplated by the Escrow Agent hereunder, the Escrow
Agent  may,  at its sole discretion deposit the Pledged Materials with the Clerk
of  the  U.S  District  Court  for  the Southern District of New York, and, upon
notifying all parties concerned of such action, all liability on the part of the
Escrow  Agent  shall  fully  cease  and  terminate.  The  Escrow  Agent shall be
indemnified  by  the  Pledgor,  the Company and Pledgee for all costs, including
reasonable  attorneys'  fees  in  connection  with the aforesaid proceeding, and
shall  be  fully  protected  in suspending all or a part of its activities under
this  Agreement  until a final decision or other settlement in the proceeding is
received.

        6.5.  The  Escrow  Agent may consult with counsel of its own choice (and
the  costs  of  such counsel shall be paid by the Pledgor and Pledgee) and shall
have  full  and  complete  authorization  and protection for any action taken or
suffered  by  it  hereunder  in good faith and in accordance with the opinion of
such  counsel.  The Escrow Agent shall not be liable for any mistakes of fact or
error of judgment, or for any actions or omissions of any kind, unless caused by
its  willful  misconduct  or  gross  negligence.

        6.6.  The  Escrow Agent may resign upon ten (10) days' written notice to
the  parties  in  this  Agreement.  If a successor Escrow Agent is not appointed
within  this  ten  (10)  day  period,  the  Escrow Agent may petition a court of
competent  jurisdiction  to  name  a  successor.

        6.7  Conflict  Waiver.  The  Pledgor hereby acknowledges that the Escrow
Agent  is  counsel  to the Pledgee and counsel to the Pledgee in connection with
the  transactions  contemplated  and referred herein. The Pledgor agrees that in
the  event of any dispute arising in connection with this Agreement or otherwise
in  connection  with  any  transaction  or  agreement  contemplated and referred
herein, the Escrow Agent shall be permitted to continue to represent the Pledgee
and  the  Pledgor  will  not  seek  to  disqualify  such  counsel and waives any
objection  Pledgor  might  have  with  respect to the Escrow Agent acting as the
Escrow  Agent  pursuant  to  this  Agreement.

                                        3
<PAGE>

        6.8  Notices.  Unless  otherwise  provided herein, all demands, notices,
consents,  service of process, requests and other communications hereunder shall
be  in writing and shall be delivered in person or by overnight courier service,
or  mailed  by  certified  mail,  return  receipt  requested,  addressed:


If  to  the  Pledgor,  to:     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  Pledgee:          Macrocom  Investors,  LLC
                               1365  York  Avenue,  #  28B
                               New  York,  NY  10021
                               Attention:   Michael  Millon
                               Telephone:  (212)  717-1454
                               Facsimile:  (2120  717-1774

With  copy  to:                Steven  Siskind,  Esq.
                               645  5th  Avenue
                               Suite  403
                               New  York,  New  York  10022
                               Telephone:  (212)  750-2002
                               Facsimile:


Any  such  notice  shall  be  effective (a) when delivered, if delivered by hand
delivery or overnight courier service, or (b) five (5) days after deposit in the
United  States  mail,  as  applicable.

        7. Binding Effect. All of the covenants and obligations contained herein
shall  be binding upon and shall inure to the benefit of the respective parties,
their  successors  and  assigns.

        8.  Governing  Law;  Venue;  Service  of  Process.  The  validity,
interpretation  and  performance  of  this  Agreement  shall  be  determined  in
accordance  with  the laws of the State of New York applicable to contracts made
and  to  be performed wholly within that state except to the extent that Federal
law  applies. The parties hereto agree that any disputes, claims, disagreements,

                                        4
<PAGE>
lawsuits,  actions  or  controversies  of  any  type  or nature whatsoever that,
directly  or  indirectly,  arise  from  or  relate to this Agreement, including,
without limitation, claims relating to the inducement, construction, performance
or  termination  of this Agreement, shall be brought in the Supreme Court of the
State  of  New  York,  New  York  County  or U.S District Court for the Southern
District  of  New  York,  and  the  parties  hereto  agree  not to challenge the
selection  of  that  venue  in  any  such  proceeding for any reason, including,
without limitation, on the grounds that such venue is an inconvenient forum. The
parties  hereto specifically agree that service of process may be made, and such
service  of  process  shall  be effective if made, pursuant to Section 8 hereto.

        9.  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  the  same  instrument.

        IN  WITNESS  WHEREOF,  the parties hereto have duly executed this Pledge
and  Escrow  Agreement  as  of  the  date  first  above  written.


                        MACROCOM  INVESTORS,  LLC




                        By:    ______________________
                        Name:  Michael  Millon
                        Title:



                        NETFABRICS  HOLDINGS,  INC.



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


                        ESCROW  AGENT


                        By:    ______________________
                        Name:  Steven  Siskind,  Esq.






</TEXT>
</DOCUMENT>
