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<SEC-DOCUMENT>0001144204-06-016514.txt : 20060424
<SEC-HEADER>0001144204-06-016514.hdr.sgml : 20060424
<ACCEPTANCE-DATETIME>20060424145700
ACCESSION NUMBER:		0001144204-06-016514
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20060419
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:		20060424
DATE AS OF CHANGE:		20060424

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:		06774963

	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>v041178_8k.txt
<TEXT>

                                  UNITED STATES
                       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) April 19, 2006


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


          Delaware                      0-21419                    76- 307819
- --------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)       (IRS Employer
    Identification No.)                                        of Incorporation)


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


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


          (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

      The Company sold on April 19, 2006, Convertible Debentures (the
"Debentures") in the face amount of $500,000 to five individuals including
$150,000 face value to Fahad Syed, an officer and director, and $50,000 face
value to Fred Nazem, a stockholder. The Debentures bear interest at 8% and are
due on June 17, 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 two individuals
warrants to acquire an aggregate of 200,000 shares of its common stock with a
nominal exercise price. The warrants expire in three years from the date of
issuance. For the other three individuals, the Company issued an aggregate of
225,000 shares of its common stock as additional consideration. For three
individuals, the Company has agreed to place with an escrow agent 3,000,000
shares of its common stock. There will not be any collateral for the Debentures
issued to Fahad Syed and Fred Nazem.

      The Company used the proceeds from the sale of Convertible Debentures to
repay $500,000 due to Macrocom Investors, LLC pursuant to a convertible
debenture issued in July of 2005.


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      Form of Convertible Debenture dated April 19, 2006
                        issued by the Company.

      Exhibit 99.2      Form of Warrant, dated April 19, 2006 issued by the
                        Company.



                                       2
<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:  April 24, 2006                          By: /s/Jeff Robinson
                                                   Name: Jeff Robinson
                                                   Title: Chairman and CEO




                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v041178_ex99-1.txt
<TEXT>

                                                           Dated: April 19, 2006

      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-N3                                                               $100,000


                            NETFABRIC HOLDINGS, INC.

                              CONVERTIBLE DEBENTURE

                                  JUNE 17, 2006

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

      FOR VALUE  RECEIVED,  the Obligor hereby  promises to pay to the Holder or
its  successors  and assigns the principal sum of One Hundred  Thousand  Dollars
($100,000), together with accrued but unpaid interest on or before June 17, 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 8%.  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):

<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 90 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 90 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;

      (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.

      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.

                                       2
<PAGE>

      (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 relat1d 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
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.

                                       3
<PAGE>

      (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>


If to the Company, to:            NetFabric Holdings, Inc.
                                  Three Stewart Court
                                  Denville, NJ 07834
                                  Attention: Vasan Thatham

                                  Telephone:        (973) 887-2785
                                  Facsimile:        (973) 442-0540



If to the Holder, to


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.

      "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.

                                       5
<PAGE>

      "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.

      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 Jersey,  without giving effect to conflicts of
laws thereof.  Each of the parties  consents to the jurisdiction of the Superior
Courts of the State of New Jersey sitting in Hudson  County,  New Jersey and the
U.S. District Court for the District of New Jersey sitting in Newark, New Jersey
in connection  with any 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.

                                       6
<PAGE>

      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.


      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

                                       7
<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>v041178_ex99-2.txt
<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.


                            NETFABRIC HOLDINGS, INC.


                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: CD-N1                                     Number of Shares: 100,000
Date of Issuance:  April 19, 2006

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   by  the  Company  in  the  amount  of  $100,000   (the
"Debenture"),  (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) Hundred Thousand 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
Note other related agreements  hereunder between the Company, its subsidiary 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 $.01 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.

                                       3
<PAGE>

            (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,  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.

            (d) 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.

<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
Note, by the acceptance hereof, represents that it is acquiring this Warrant and
the Warrant Shares,  and the Note and the shares  underlying it,  (collectively,
the "Securities")for its own account for investment purposes 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 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.

      Secti1on 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 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  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).

      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.

                                       6
<PAGE>

      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.
                             Three Stewart Court

                             Denville, NJ 07834
                             Telephone:        (973) 887-2785
                             Facsimile:        (973) 442-0540


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.

      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 holder of the
Warrants representing a majority 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.

                                       7
<PAGE>

      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  Jersey,  without  giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of New Jersey or any other jurisdictions) that would cause the application
of the laws of any jurisdictions  other than the State of New Jersey. Each party
hereby  irrevocably  submits  to the  exclusive  jurisdiction  of the  state and
federal courts sitting in Morris County and the United States District Court for
the District of New Jersey,  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:
                                               ---------------------------------



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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