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                                                                    EXHIBIT 4.08

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH
SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933,
AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT
SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

                           CONVERTIBLE PROMISSORY NOTE

$__________                                                       Maturity Date:

Issue Date:  [_________], 2005                                 [_________], 2005

      FOR VALUE RECEIVED, Warp Technology Holdings, Inc. (the "Company") hereby
promises to pay to the order of ________________________ or its successors,
assigns and legal representatives (the "Holder"), at
___________________________, or at such other location as the Holder may
designate from time to time, the aggregate principal sum of $______________
(___________ Dollars), in lawful money of the United States of America, together
with interest from the date set forth above on the unpaid principal balance of
this Note at an annual rate of six percent (6%), compounded annually, calculated
on a 360-day per year basis, based on the actual number of days elapsed.

      1. Company Notes. This Note (the "Note") is one of a series of Notes (the
"Company Notes") of like tenor in an aggregate principal amount of up to
$14,000,000 (Fourteen Million Dollars) issued by the Company pursuant to the
terms of a certain Subscription Agreement (the "Subscription Agreement").
Capitalized terms used herein shall have the respective meanings ascribed
thereto in the Subscription Agreement unless otherwise defined herein.

      2. Maturity Date. Subject to the provisions of Sections 5 and 6 hereof,
the aggregate principal amount of this Note and all accrued interest thereon
shall be due and payable on [ ], 2005 (the date that is forty-five (45) days
after the Issue Date of this Note) (such date, the "Maturity Date"). If the
Conversion Date (as defined in Section 5 hereof) has not occurred by the
Maturity Date, the Company shall pay to the Holder on such Maturity Date a
penalty in cash equal to ten percent (10%) of the principal amount of this Note.

      3. Prepayment. This Note may not be prepaid without the prior written
consent of the Holder.

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      4. Covenants. The Company agrees that, so long as any amount payable under
this Note remains unpaid, it will not, and will cause its Subsidiaries not to,
without the prior written consent of the Holder:

            (a) create, incur, guarantee, issue, assume or in any manner become
liable in respect of, any obligation (i) for borrowed money, other than trade
payables incurred in the ordinary course of business, (ii) evidenced by bonds,
debentures, notes, or other similar instruments, (iii) in respect of letters of
credit or other similar instruments (or reimbursement obligations with respect
thereto), except letters of credit or other similar instruments issued to secure
payment of trade payables arising in the ordinary course of business consistent
with past practices, (iv) to pay the deferred purchase price of property or
services, except trade payables arising in the ordinary course of business
consistent with past practices, (v) as lessee under capitalized leases, (vi)
secured by a Lien (as defined below) on any asset of the Company or a
Subsidiary, whether or not such obligation is assumed by the Company or such
Subsidiary and (vii) of any other person or entity, other than indebtedness for
borrowed money existing on the date of this Note or other obligations or other
liabilities incurred in connection with Liens permitted to be incurred under
Section 4(b)(vi) or 4(b)(vii) hereof;

            (b) create, incur, assume or suffer to exist any lien, claim,
pledge, charge, security interest or encumbrance of any kind ("Liens") on any
asset now owned or hereafter acquired by it, except:

                  (i) Liens existing on the date hereof;

                  (ii) Liens for taxes or assessments and similar charges either
(x) not delinquent or (y) contested in good faith by appropriate proceedings and
as to which the Company shall have set aside on its books adequate reserves;

                  (iii) Liens incurred or pledges and deposits in connection
with workers' compensation, unemployment insurance and other social security
benefits, or securing the performance bids, tenders, leases, contracts (other
than for the repayment of borrowed money), statutory obligations, progress
payments, surety and appeal bonds and other obligations of like nature, incurred
in the ordinary course of business;

                  (iv) Liens imposed by law, such as mechanics', carriers',
warehousemen's, materialmen's and vendors' Liens, incurred in good faith in the
ordinary course of business;

                  (v) zoning restrictions, easements, licenses, covenants,
reservations, restrictions on the use of real property or minor irregularities
of title incident thereto which do not in the aggregate materially detract from
the value of the property or assets of the Company and its Subsidiaries taken as
a whole or impair the use of such property in the operation of the Company's or
its Subsidiaries' businesses; and

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                  (vi) other Liens incidental to the conduct of the business of
the Company or a Subsidiary or the ownership of its or their respective property
and assets which were not incurred in connection with the borrowing of money,
and which do not in the aggregate materially detract from the value of its
property or assets; or

           (c) declare or make (i) any dividend, distribution or other payment
on any capital stock (other than the payment of dividends on the Company's
Series B Preferred Stock and Series B-2 Preferred Stock, which are payable in
shares of Common Stock upon the conversion of such Series B Preferred Stock and
Series B-2 Preferred Stock, and the payment of dividends on the Company's Series
C Preferred Stock, which are payable in either cash or shares of Common Stock,
at the election of the Company) or (ii) any payment on account of the purchase,
redemption, retirement or acquisition of (A) any capital stock or (B) any
option, warrant or other right to acquire capital stock.

      5. Conversion.

      (a) This Note shall automatically and with no action on the part of the
Holder convert into (i) such number of fully paid and non-assessable shares of
the Company's Series C Preferred Stock equal to the aggregate outstanding
principal amount due under this Note plus the amount of all accrued but unpaid
interest on this Note divided by the Applicable Conversion Price (as defined in
the Certificate of Designations, Preferences and Rights (the "Certificate of
Designations") pertaining to the Company's Series C Preferred Stock) and (ii)
warrants (the "Warrants") to purchase a number of shares of the Company's Common
Stock equal to such number of shares of Series C Preferred Stock upon (A) the
closing of the acquisition by the Company of Gupta Technologies, LLC and (B) the
effectiveness of a Certificate of Amendment to the Company's Articles of
Incorporation which increases the authorized number of shares of the Company's
Common Stock and the Certificate of Designations. The first date on which all of
the events described in clauses (A) and (B) of the preceding sentence occur is
referred to as the "Conversion Date". The Company shall promptly, but in no
event more than two (2) business days after the Conversion Date, notify the
Holder in writing of the Conversion Date.

      (b) Promptly after the Conversion Date, the Holder of this Note shall
deliver this Note (or, in lieu thereof, an appropriate affidavit of loss in the
event this Note shall have been lost or destroyed) to the Company at its
principal office (or such other office or agency of the Company as the Company
may designate by notice in writing to the Holder), together with a statement of
the name or names (with address) in which the certificates for shares of Series
C Preferred Stock and Warrants shall be issued. Promptly following the surrender
of this Note (or, in lieu thereof, an appropriate affidavit of loss in the event
this Note shall have been lost or destroyed), but in no event more than five (5)
business days thereafter, the Company shall issue and deliver, or caused to be
issued and deliver, to the Holder, registered in such name or names as the
Holder may direct in writing, certificates for the number of whole shares of
Series C Preferred Stock and Warrants issuable upon conversion of this Note.
Such conversion shall be deemed to have been effected as of the close of
business on the Conversion Date and, at such time,

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the rights of the Holder shall cease with respect to this Note and the person or
persons in whose name or names any certificates for shares of Series C Preferred
Stock and Warrants shall be issuable upon conversion of this Note shall be
deemed to have become the holder or holders of record of such shares of Series C
Preferred Stock and Warrants.

      (c) No fractional shares of Series C Preferred Stock shall be issued upon
conversion of this Note. If any fractional share of Series C Preferred Stock
would, except for the preceding sentence, be delivered upon conversion of this
Note, the Company, in lieu of delivering such fractional share, shall pay to the
Holder an amount in cash equal to the Applicable Conversion Price (as defined in
the Certificate of Designations) multiplied by such fractional share.

      (d) Prior to the Conversion Date, the Company shall not take any action or
agree or obligate itself to take any action that would require the approval of
the holders of the Series C Preferred Stock pursuant to the Certificate of
Designations.

      (e) The Company shall use its best efforts to ensure that the Conversion
Date occurs as promptly as possible.

      6. Events of Default. Each of the following shall constitute an "Event of
Default" hereunder:

            (a) The Company shall fail to pay the principal amount of this Note
and accrued interest thereon when due and payable (whether at the Maturity Date,
upon acceleration or otherwise), it being understood that the conversion of this
Note in accordance with Section 5 hereof shall not be deemed a failure to pay
hereunder;

            (b) The Company shall fail to pay any other amount under this Note
or the Subscription Agreement or any amounts under any other outstanding notes
of the Company or pursuant to the Senior Note and Warrant Purchase Agreement or
the documents described therein when due and payable (whether at the maturity
date therefor, upon acceleration or otherwise) and such failure shall continue
for a period of five (5) business days;

            (c) Any "Event of Default" shall occur under any other Transaction
Document;

            (e) Any representation or warranty made by the Company in the
Subscription Agreement or other Transaction Documents shall have been untrue or
misleading in any material respect when made;

            (f) The Company fails to make a required payment or payments on
indebtedness for borrowed money of Twenty-Five Thousand Dollars ($25,000) or
more in aggregate principal amount;

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            (g) There shall have occurred an acceleration of the stated maturity
of any indebtedness for borrowed money of the Company or any Subsidiary of
Twenty-Five Thousand Dollars ($25,000) or more in aggregate principal amount
(which acceleration is not rescinded, annulled or otherwise cured within ten
(10) days of receipt by the Company or such Subsidiary of notice of such
acceleration);

            (h) Any material covenant, agreement or obligation of the Company in
any Transaction Document shall cease to be enforceable, or shall be determined
to be unenforceable in any material respect;

            (i) The Company shall sell, transfer, lease or otherwise dispose of
all or any substantial portion of its assets in one transaction or a series of
related transactions, participate in any share exchange, consummate any
recapitalization, reclassification, reorganization or other business combination
transaction or adopt a plan of liquidation or dissolution or agree to do any of
the foregoing;

            (j) One or more judgments in an aggregate amount in excess of Fifty
Thousand Dollars ($50,000) shall have been rendered against the Company or any
Subsidiary and such judgment or judgments remain undischarged or unstayed for a
period of sixty (60) days after such judgment or judgments become or became, as
the case may be, final and unappealable;

            (k) The Company shall have applied for or consented to the
appointment of a custodian, receiver, trustee or liquidator, or other
court-appointed fiduciary of all or a substantial part of its properties; or a
custodian, receiver, trustee or liquidator or other court appointed fiduciary
shall have been appointed with or without the consent of the Company; or the
Company is generally not paying its debts as they become due by means of
available assets, or has made a general assignment for the benefit of creditors;
or the Company files a voluntary petition in bankruptcy, or a petition or an
answer seeking reorganization or an arrangement with creditors or seeking to
take advantage of any insolvency law, or an answer admitting the material
allegations of a petition in any bankruptcy, reorganization or insolvency
proceeding or has taken action for the purpose of effecting any of the
foregoing; or if, within sixty (60) days after the commencement of any
proceeding against the Company seeking any reorganization, rehabilitation,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under the Federal bankruptcy code or similar order under future similar
legislation, the appointment of any trustee, receiver, custodian, liquidator, or
other court-appointed fiduciary of the Company or of all or any substantial part
of its properties, such order or appointment shall not have been vacated or
stayed on appeal or otherwise or if, within sixty (60) days after the expiration
of any such stay, such order or appointment shall not have been vacated
(collectively, "Insolvency Events"); or

            (l) Any Insolvency Event shall have occurred with respect to any
Subsidiary.

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            Upon the occurrence of any Event of Default, the Holder may, at its
option, declare all amounts due hereunder to be due and payable immediately and,
upon any such declaration, the same shall become and be immediately due and
payable. If an Insolvency Event occurs with respect to the Company or any
Subsidiary, then all amounts due hereunder shall become immediately due and
payable without any declaration or other act on the part of the Holder. Upon the
occurrence of any Event of Default, the Holder may, in addition to declaring all
amounts due hereunder to be immediately due and payable, pursue any available
remedy, whether at law or in equity. If an Event of Default occurs, the Company
shall pay to the Holder the reasonable attorneys' fees and disbursements and all
other reasonable out-of-pocket costs incurred by the Holder in order to collect
amounts due and owing under this Note or otherwise to enforce the Holder's
rights and remedies hereunder.

      7. Unsecured Obligation. This Note is unsecured.

      8. Waiver of Presentment, Demand and Dishonor. The Company hereby waives
presentment for payment, protest, demand, notice of protest, notice of
non-payment and diligence with respect to this Note, and waives and renounces
all rights to the benefit of any statute of limitations or any moratorium,
appraisement, exemption or homestead now provided or that hereafter may be
provided by any federal or applicable state statute, including but not limited
to exemptions provided by or allowed under the Federal Bankruptcy Code, both as
to itself and as to all of its property, whether real or personal, against the
enforcement and collection of the obligations evidenced by this Note and any and
all extensions, renewals and modifications hereof.

      No failure on the part of the Holder hereof to exercise any right or
remedy hereunder with respect to the Company, whether before or after the
happening of an Event of Default, shall constitute a waiver of any future Event
of Default or of any other Event of Default. No failure to accelerate the debt
of the Company evidenced hereby by reason of an Event of Default or indulgence
granted from time to time shall be construed to be a waiver of the right to
insist upon prompt payment thereafter; or shall be deemed to be a novation of
this Note or a reinstatement of such debt evidenced hereby or a waiver of such
right of acceleration or any other right, or be construed so as to preclude the
exercise of any right the Holder may have, whether by the laws of the state
governing this Note, by agreement or otherwise; and the Company hereby expressly
waives the benefit of any statute or rule of law or equity that would produce a
result contrary to or in conflict with the foregoing.

      9. Amendment; Waiver. Any term of this Note may be amended or waived upon
the written consent of the Company and the holders of Company Notes representing
at least 50% of the principal amount of Company Notes then outstanding (the
"Majority Holders"); provided, that (x) any such amendment or waiver must apply
to all outstanding Company Notes; and (y) without the consent of the Holder
hereof, no amendment or waiver shall (i) subject to Section 2(b) hereof, change
the Maturity Date of this Note, (ii) reduce the principal amount of this Note or
the interest rate due hereon, or (iii) change the place of payment of this Note.
No such waiver or consent on any one

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instance shall be construed to be a continuing waiver or a waiver in any other
instance unless it expressly so provides.

      10. Transfers. The Holder shall have the right to transfer this Note or
any interest herein in any transaction meeting the requirements of applicable
securities laws.

      11. Subordination. This Note is subordinate to the payment of all other
promissory notes of the Company issued on the date hereof (collectively, the
"Senior Notes"). No payment of principal or interest on this Note may be made,
and no action may be brought to collect on this Note, unless and until the
Senior Notes have been indefeasibly paid in full, provided, however, that
nothing contained herein shall prohibit the conversion of this Note in
accordance with Section 5 hereof.

      12. Governing Law; Consent to Jurisdiction. This Note shall be binding
upon the Company and its successors, assigns and legal representatives. The
validity, construction and interpretation of this Note will be governed, and
construed in accordance with, the laws of the State of New York. EACH OF THE
COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ANY RIGHT TO
REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS NOTE AND
REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

      Each of the Company and, by its acceptance of this Note, the Holder
irrevocably submits to the exclusive jurisdiction of the courts of the State of
New York located in New York County and the United States District Court for the
Southern District of New York for the purpose of any suit, action, proceeding or
judgment relating to or arising out of this Note and the transactions
contemplated hereby. Service of process in connection with any such suit, action
or proceeding may be served on the Company and the Holder anywhere in the world
by the same methods as are specified for the giving of notices under the
Subscription Agreement. Each of the Company and, by its acceptance of this Note,
the Holder irrevocably consents to the jurisdiction of any such court in any
such suit, action or proceeding and to the laying of venue in such court. Each
of the Company and, by its acceptance of this Note, the Holder irrevocably
waives any objection to the laying of venue of any such suit, action or
proceeding brought in such courts and irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.

ATTEST:                                    WARP TECHNOLOGY HOLDINGS, INC.

________________________                      By: _____________________________
Name:                                         Name:
                                              Title:

Dated: [_______________], 2005

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