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<SEC-DOCUMENT>0001013762-05-000893.txt : 20050725
<SEC-HEADER>0001013762-05-000893.hdr.sgml : 20050725
<ACCEPTANCE-DATETIME>20050725161713
ACCESSION NUMBER:		0001013762-05-000893
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20050719
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050725
DATE AS OF CHANGE:		20050725

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NETFABRIC HOLDINGS, INC
		CENTRAL INDEX KEY:			0001083220
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				760307819
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-31553
		FILM NUMBER:		05971624

	BUSINESS ADDRESS:	
		STREET 1:		67 FEDERAL ROAD, BUILDING A
		STREET 2:		SUITE 300
		CITY:			BROOKFIELD
		STATE:			CT
		ZIP:			06804
		BUSINESS PHONE:		203-775-1178

	MAIL ADDRESS:	
		STREET 1:		67 FEDERAL ROAD, BUILDING A
		STREET 2:		SUITE 300
		CITY:			BROOKFIELD
		STATE:			CT
		ZIP:			06804

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HOUSTON OPERATING CO
		DATE OF NAME CHANGE:	19990402
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K FOR NETFABRIC HOLDING JULY 19, 2005
<TEXT>




                       SECURITIES  AND  EXCHANGE  COMMISSION
                              WASHINGTON,  DC  20549

                                    FORM  8-K

                                 CURRENT  REPORT



                     Pursuant  to  Section  13  or  15(d)  of  the
                         Securities  Exchange  Act  of  1934


         Date  of  Report  (Date  of  Earliest  Event  Reported)  July  19, 2005


                            Netfabric  Holdings,  Inc.
                           --------------------------
             (Exact  name  of  registrant  as  specified  in  its  charter)



         Delaware                       0-21419                76-0307819
- ----------------------------------------------------------------------------
(State  or  other  jurisdiction  Commission  File  Number)    (IRS  Employer
      of  Incorporation)                                Identification  No.)






                    Three  Stewart  Court,  Denville,  NJ     07834
                ------------------------------------------------
              (Address  of  principal  executive  offices)  (zip  code)


Registrant's  telephone  number,  including  area  code   -   (973)  887-2785

            67Federal  Road,  Building  A  Suite  300  Brookfield,  CT  06804
            -----------------------------------------------------------
          (Former  Name  or  Former  Address,  if  changed  since  last  report)


Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  Instruction  A.2.  below):

[ ]  Written  communications  pursuant  to Rule 425 under the Securities Act (17
     CFR  230.425)

[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[  ]  Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange  Act  (17  CFR  240.14d-2(b))

[  ]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange  Act  (17  CFR  240.13e-4(c))

<PAGE>
 Item  1.01  Entry  into  Material  Definitive  Agreement

     Pursuant to a letter of understanding reached on June 23, 2005, the Company
sold  on  July  19,  2005, a Convertible Debenture (the "Debenture") in the face
amount  of  $500,000 to Macrocom Investors, LLC ("Macrocom). The Debenture bears
interest  at  5%  and  is  due on April 15, 2006. At the option of the Debenture
holder, the Debenture can be converted into shares of the Company's common stock
at  a  conversion  price  of  $.50  per  share. In connection with the sale, the
Company issued Macrocom warrants to acquire 1,000,000 shares of its common at an
exercise price $1.50 per share. The warrants expire in three years from the date
of  issuance.  The  Company also issued to Macrocom 375,000 shares of its common
stock  as additional consideration. As collateral for the Debenture, the Company
has placed with an escrow agent 5,000,000 shares of its common stock.

     On  July  19,  2005,  the  Company  sold  to  a  stockholder  and an entity
affiliated  with  an  officer  of the Company convertible debentures in the face
amount  of  $50,000  each.  These  debentures were sold on substantially similar
terms  as  the  Debenture sold to Macrocom. However, the Company did not provide
any  collateral  to  the  debenture  holders.

Item  2.03  Creation  of a Direct Financial Obligation or an Obligation under an
Off-Balance  Sheet  Arrangement  of  a  Registrant

     See  Item  1.01


Item  3.02  Unregistered  Sales  of  Equity  Securities

     See  Item  1.01

Item  9.01  Financial  Statements  And  Exhibits

(a)     None

(b)     None

(c)     Exhibits



Exhibit  99.1     Convertible Debenture date July 19, 2005 issued by the Company
                  to  Macrocom  Investors,  LLC.

Exhibit  99.2     Warrant, dated July 19, 2005 issued by the Company to Macrocom
                  Investors,  LLC.

Exhibit  99.3     Pledge  and  Escrow Agreement dated July 19, 2005 by and among
                  Macrocom  Investors,  LLC,  the  Company  and  Steven Siskind,
                  Esq.,  as  escrow  agent.

<PAGE>

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.


                                      NETFABRIC  HOLDINGS,  INC.






Date:  July  29,  2005                By:   /s/Jeff  Robinson
                                            -----------------
                                      Name:  Jeff  Robinson
                                      Title:  Chairman  and  CEO










</TEXT>
</DOCUMENT>
<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>
<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









</TEXT>
</DOCUMENT>
<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>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
