[EXHIBIT 10.2]                    Exhibit C To The Securities Purchase Agreement
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                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


     REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement"),  dated as of April 1,
                                              ---------
2004, by and between RAPTOR NETWORKS  TECHNOLOGY,  INC., a Colorado  corporation
(the  "Company"),  and each of the entities  whose names appear on the signature
       -------
pages hereof.  Such  entities are each referred to herein as an "Investor"  and,
                                                                 --------
collectively, as the "Investors".
                      ---------

     The  Company has agreed,  on the terms and  subject to the  conditions  set
forth in the  Securities  Purchase  Agreement,  dated as of April 1,  2004  (the
"Securities  Purchase  Agreement"),  to issue  and sell to each  Investor  named
 -------------------------------
therein (i) shares (the "Shares") of the Company's common stock, par value $.001
                         ------
per share (the "Common Stock"),  (ii) a Series A Warrant in the form attached to
                ------------
the  Securities  Purchase  Agreement  as Exhibit A (a  "Series A  Warrant"  and,
                                         ---------      -----------------
collectively,  the "Series A Warrants") and (iii) a Series B Warrant in the form
                    -----------------
attached to the Securities Purchase Agreement as Exhibit B (a "Series B Warrant"
                                                 ---------     ----------------
and,  collectively,  the  "Series B  Warrants").  The Series A Warrants  and the
                           ------------------
Series B Warrants are collectively referred to herein as the "Warrants".
                                                              --------

     The shares of Common  Stock into which the  Warrants  are  exercisable  are
referred to herein as the "Warrant Shares".
                           --------------

     In order to induce  each  Investor  to enter into the  Securities  Purchase
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  and under
                                                   ---------------
applicable  state  securities  laws.  Capitalized  terms  used  herein  and  not
otherwise defined shall have the respective meanings set forth in the Securities
Purchase Agreement.

     In  consideration  of each Investor  entering into the Securities  Purchase
Agreement,   and  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     DEFINITIONS.
     -----------

     For purposes of this Agreement, the following terms shall have the meanings
specified:

          ()   "Effective  Date"  means  the  date  on  which  the  Registration
                ---------------
Statement is declared  effective by the Securities and Exchange  Commission (the
"Commission");
 ----------

          (b)  "Filing   Deadline"  means  the  thirtieth  (30th)  calendar  day
                -----------------
following the Closing Date;

          (c)  "Holder"  means any person owning or having the right to acquire,
                ------




<PAGE>






including  without  limitation  through  exercise of the  Warrants,  Registrable
Securities,  including  initially  each  Investor and  thereafter  any permitted
assignee thereof;

          (d)  "Outstanding  Registrable  Securities"  means,  at any time,  all
                ------------------------------------
Registrable Securities outstanding at such time.

          (e)  "Registrable  Securities" means the Shares and the Warrant Shares
                -----------------------
and any other  shares of Common Stock  issuable  pursuant to the exercise of the
Warrants (without regard to any limitation on such exercise),  and any shares of
capital  stock issued or issuable  from time to time (with any  adjustments)  in
replacement  of, in exchange  for or  otherwise  in respect of the Shares or the
Warrant Shares;  provided,  however,  that  "Registrable  Securities"  shall not
include  any such  shares  that  have  been sold  pursuant  to the  Registration
Statement or Rule 144;

          (f)  "Registration  Deadline"  means  the one  hundred  and  twentieth
                ----------------------
(120th) calendar day following the Closing Date;

          (g)  "Registration Period" has the meaning set forth in paragraph 2(b)
                -------------------
below; and

          (h)  "Registration  Statement" means the Registration  Statement to be
                -----------------------
filed hereunder relating to resales of the Registrable Securities.

     REGISTRATION.
     ------------

          ()   Registration  Statement.  On or before the Filing  Deadline,  the
               -----------------------
Company shall prepare and file with the Commission a  Registration  Statement on
Form  SB-2  as a  "shelf"  registration  statement  under  Rule  415  under  the
Securities  Act ("Rule 415") covering the resale of a number of shares of common
                  --------
stock  equal to the number of shares  required  to be  reserved  pursuant to the
Securities Purchase Agreement as of the Closing Date. The Registration Statement
shall state, to the extent  permitted by Rule 416 under the Securities Act, that
it also covers such indeterminate number of additional shares of Common Stock as
may  become  issuable  upon the  exercise  of the  Warrants  in order to prevent
dilution resulting from stock splits,  stock dividends or similar events. In the
event that the Company  becomes  eligible to use Form S-3 to register the resale
of  Registrable  Securities  by the  Holders,  the  Company  shall  use its best
efforts, as soon as practicable  following the date on which it becomes eligible
to use Form S-3 (but in no event  later than ten (10)  Business  Days after such
date),  to  convert  the  Registration  Statement  to a Form S-3,  or file a new
registration  statement on such form,  covering the greater of (i) the number of
shares of Common  Stock  covered by the  Registration  Statement  and  remaining
unsold thereunder and (ii) the number of Outstanding Registrable Securities.

          (b)  Effectiveness.  The Company  shall use its best  efforts to cause
               -------------
the Registration  Statement to become effective as soon as practicable following
the filing thereof,  but in no event later than the Registration  Deadline.  The
Company shall respond  promptly to any and all comments made by the staff of the
Commission on the  Registration  Statement,  and shall submit to the Commission,




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within  one (1)  Business  Day after the  Company  learns  that no review of the
Registration  Statement  will be made by the staff of the Commission or that the
staff of the Commission has no further comments on the  Registration  Statement,
as the case may be, a  request  for  acceleration  of the  effectiveness  of the
Registration  Statement to a time and date not later than two (2) Business  Days
after the submission of such request; provided that at any time prior to the end
of  the   Registration   Deadline,   the  Company  may  delay  its  request  for
effectiveness  for a period of up to ten days if the Company is required to file
an  Exchange  Act report  within such ten (10) day period in  connection  with a
proposed merger,  reorganization or similar  transaction  involving the Company,
The Company will maintain the effectiveness of the Registration  Statement until
the earlier to occur of (i) the date on which all of the Registrable  Securities
eligible for resale  thereunder  have been  publicly sold pursuant to either the
Registration  Statement  or Rule  144 and  (ii)  the  date on  which  all of the
Registrable Securities remaining to be sold under the Registration Statement (in
the reasonable  opinion of counsel to the Holder) may be immediately sold to the
public under Rule 144(k) or any successor provision (the period beginning on the
Closing  Date and  ending on the  earlier  to occur of (i) or (ii)  above  being
referred to herein as the "Registration Period").
                           -------------------

          (c)  Registration  Default.  If (A) the Registration  Statement is not
               ---------------------
filed on or before the Filing  Deadline or declared  effective by the Commission
on or before the Registration Deadline, (B) after the Registration Statement has
been  declared  effective  by the  Commission  and  during a period  in which an
Allowed Delay (as  hereinafter  defined) is not in effect,  sales of Registrable
Securities  cannot be made by a Holder under the Registration  Statement for any
reason  not  within  the  exclusive  control  of such  Holder  (other  than such
Registrable  Securities as are then freely saleable pursuant to Rule 144(k)), or
(C) an amendment to the Registration Statement, or a new registration statement,
required to be filed  pursuant to the terms of paragraph 4(k) below is not filed
on or before the date  required  by such  paragraph,  (each of (A),  (B) and (C)
being referred to herein as a  "Registration  Default"),  the Company shall make
                                ---------------------
cash payments to each Holder equal to one percent  (1.0%) of the Purchase  Price
for the  Securities  then held by such Holder for each thirty (30) day period in
which a Registration Default occurs (prorated for any period of less than thirty
days).  Each such payment shall be made within five (5) Business Days  following
the last day of the calendar month in which a Registration  Default occurs.  Any
such payment shall be in addition to any other remedies available to each Holder
at law or in  equity,  whether  pursuant  to the terms  hereof,  the  Securities
Purchase Agreement, or otherwise.

          (d)  Allowed  Delay.  The Company may delay the disclosure of material
               --------------
non-public  information,  and  suspend  the  availability  of  the  Registration
Statement,  for no more than (i) five (5)  consecutive  Business Days (each such
five Business Day period to be separated by at least five Business Days from the
next such  period,  and such period,  together  with any other days on which the
availability of the  Registration  Statement is suspended,  not to exceed twenty
(20)  calendar  days in the  aggregate in any twelve (12) month  period) or (ii)
twenty (20)  calendar  days in any twelve (12) month  period,  in the event of a
proposed merger, reorganization or similar transaction involving the Company, as
long as its board of directors (A) has  determined,  upon the advice of counsel,
that  such  information  would  be  required  to be  disclosed  in  an  offering
registered under the Securities Act and (B) reasonably deems it in the Company's
best interests not to disclose such information  publicly (an "Allowed  Delay").
                                                               --------------




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In addition, until the Company becomes eligible to file a registration statement
on Form S-3,  each time the  Company  files a  post-effective  amendment  to the
Registration Statement for the purpose of updating the Registration Statement in
connection with the public filing by the Company of any report or other document
with the Commission (such post-effective  amendment,  an "Updating  Amendment"),
                                                          -------------------
the Company may also  suspend the  availability  of the  Registration  Statement
until such  Updating  Amendment is declared  effective  and any such  suspension
shall also be deemed an Allowed Delay for all purposes  under this  Agreement as
long as such Updating Amendment is filed within five (5) Business Days following
the event or  circumstance  requiring  such  amendment and the Company  promptly
responds  to any  comments  made  thereon  by the staff of the  Commission.  The
Company  shall  promptly  (i) notify each Holder in writing of the  existence of
material  non-public  information  giving  rise to an  Allowed  Delay (but in no
event,  without  the prior  written  consent of such  Holder,  shall the Company
disclose to such Holder any material non-public  information),  (ii) advise each
Holder in writing to cease all sales under the Registration  Statement until the
termination  of the  Allowed  Delay  and (iii)  notify  each  Holder in  writing
immediately upon the termination or expiration of an Allowed Delay.

          (e)  Allocation  of  Warrant  Shares.  The  initial  number of Warrant
               -------------------------------
Shares  included in any  Registration  Statement and each increase in the number
thereof  included therein shall be allocated pro rata among the Holders based on
the aggregate number of Outstanding  Registrable  Securities held by each Holder
at  the  time  the  Registration  Statement  covering  such  initial  number  of
Registrable  Securities  or  increase  thereof  is  declared  effective  by  the
Commission  (without  regard to any  restriction  on the  ability of a Holder to
exercise  such  Holder's  Warrants as of such date).  In the event that a Holder
sells or otherwise transfers any of such Holder's Registrable  Securities,  each
transferee  shall be  allocated  the  portion  of the then  remaining  number of
Registrable  Securities included in such Registration Statement allocable to the
transferor.   Any  portion  of  the  Registrable  Securities  included  in  such
Registration Statement and allocated to a Holder or other Person which no longer
holds any Registrable  Securities shall be reallocated to the remaining  Holders
pro rata based on the number of Outstanding Registrable Securities.

          (f)  Registration of Other Securities.  During the period beginning on
               --------------------------------
the date hereof and ending sixty (60) days after the Effective Date, the Company
shall  refrain from filing any new  registration  statement  (other than (i) the
Registration Statement or (ii) a registration statement on Form S-8 with respect
to stock option  plans and  agreements  and stock plans  currently in effect and
disclosed  pursuant to the terms of the Securities  Purchase  Agreement).  In no
event  shall the  Company  include  any  securities  other than the  Registrable
Securities on the Registration  Statement or on any registration statement filed
by the Company on behalf of the Holders pursuant to the terms hereof.

     PIGGYBACK REGISTRATION.
     ----------------------

     If at any time prior to the date that is 180 days after the  expiration  of
the Registration  Period,  (i) the Company proposes to register shares of Common
Stock under the  Securities Act in connection  with the public  offering of such
shares for cash (a "Proposed  Registration") other than a registration statement
                    ----------------------
on Form S-8 or Form S-4 or any successor or other forms  promulgated for similar
purposes  and  (ii) a  Registration  Statement  covering  the sale of all of the
Registrable  Securities is not then effective and available for sales thereof by
the Holders,  the Company shall, at such time, promptly give each Holder written
notice of such Proposed  Registration.  Each Holder shall have ten (10) Business
Days from its receipt of such notice to deliver to the Company a written request




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specifying the amount of Registrable Securities that such Holder intends to sell
and such Holder's intended method of distribution. Upon receipt of such request,
the Company shall use its best efforts to cause all Registrable Securities which
the Company has been requested to register to be registered under the Securities
Act to the  extent  necessary  to  permit  their  sale or other  disposition  in
accordance with the intended methods of distribution specified in the request of
such  Holder;  provided,  however,  that the  Company  shall  have the  right to
               --------   -------
postpone or  withdraw  any  registration  effected  pursuant  to this  Section 3
without obligation to the Holder. If, in connection with any underwritten public
offering for the account of the Company or for  stockholders of the Company that
have  contractual  rights to require the  Company to  register  shares of Common
Stock,  the managing  underwriter(s)  thereof  shall impose a limitation  on the
number of  shares  of Common  Stock  which  may be  included  in a  registration
statement because,  in the judgment of such  underwriter(s),  marketing or other
factors dictate such  limitation is necessary to facilitate such offering,  then
the Company  shall be obligated to include in the  registration  statement  only
such limited  portion of the  Registrable  Securities with respect to which each
Holder has requested inclusion  hereunder as such  underwriter(s)  shall permit.
Any exclusion of Registrable Securities shall be made pro rata among the Holders
seeking  to include  Registrable  Securities  in a  registration  statement,  in
proportion to the number of Registrable Securities sought to be included by such
Holders;  provided,  however, that the Company shall not exclude any Registrable
Securities unless the Company has first excluded all outstanding securities, the
holders  of which  are not  entitled  to  inclusion  of such  securities  in the
registration  statement  or are not  entitled  to pro  rata  inclusion  with the
Registrable Securities; and provided,  further, that, after giving effect to the
immediately preceding proviso, any exclusion of Registrable  Securities shall be
made pro rata with holders of other securities  having the right to include such
securities in the registration statement.

     OBLIGATIONS OF THE COMPANY.
     --------------------------

     In addition to performing  its  obligations  hereunder,  including  without
limitation  those pursuant to paragraphs  2(a),  (b) and (c) above,  the Company
shall:

          ()   prepare  and  file  with  the  Commission   such  amendments  and
supplements to the Registration  Statement and the prospectus used in connection
with  the  Registration  Statement  as may  be  necessary  to  comply  with  the
provisions  of  the  Securities  Act or to  maintain  the  effectiveness  of the
Registration  Statement during the  Registration  Period (subject to any Allowed
Delays),  or as may be reasonably  requested by a Holder in order to incorporate
information   concerning  such  Holder  or  such  Holder's  intended  method  of
distribution;

          (b)  after the Common  Stock has been  listed on the  Nasdaq  National
Market,  the Nasdaq SmallCap Market,  the New York Stock Exchange,  the American
Stock  Exchange,  or any other  market or  exchange,  secure the  listing of all
Registrable  Securities on such market of exchange, and provide each Holder with
reasonable evidence thereof;

          (c)  upon the effectiveness of the Registration Statement,  furnish to
each Holder such number of copies of the prospectus included in the Registration
Statement,   including  a  preliminary   prospectus,   in  conformity  with  the




                                        5
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requirements  of the Securities Act, and such other documents as such Holder may
reasonably  request in order to  facilitate  the  disposition  of such  Holder's
Registrable Securities;

          (d)  use all  commercially  reasonable  efforts to register or qualify
the  Registrable  Securities  under the  securities  or "blue  sky" laws of such
jurisdictions  within  the United  States as shall be  reasonably  requested  in
writing  from time to time by a Holder,  and do any and all other acts or things
which may be  necessary or  advisable  to enable such Holder to  consummate  the
public  sale  or  other  disposition  of  the  Registrable  Securities  in  such
jurisdictions;  provided  that the Company  shall not be required in  connection
therewith  or as a  condition  thereto to qualify  to do  business  or to file a
general consent to service of process in any such jurisdiction;

          (e)  in  the  event  of  an   underwritten   public  offering  of  the
Registrable  Securities,  enter into  (together  with all Holders  proposing  to
distribute  Registrable  Securities  through such  underwriting) and perform its
obligations  under an  underwriting  agreement,  in  usual  and  customary  form
reasonably  acceptable  to the Company,  with the managing  underwriter  of such
offering;

          (f)  notify  each  Holder  immediately  after  becoming  aware  of the
occurrence  of any event (but shall not,  without the prior  written  consent of
such  Holder,  disclose to such Holder any facts or  circumstances  constituting
material non-public information) as a result of which the prospectus included in
the Registration  Statement,  as then in effect, contains an untrue statement of
material fact or omits to state a material fact required to be stated therein or
necessary  to make  the  statements  therein  not  misleading  in  light  of the
circumstances then existing, and (except during an Allowed Delay) as promptly as
practicable  prepare,  and file with the Commission and furnish to each Holder a
reasonable  number of copies of a supplement or an amendment to such  prospectus
as may be necessary so that such prospectus does not contain an untrue statement
of material fact or omit to state a material fact required to be stated  therein
or  necessary  to make the  statements  therein not  misleading  in light of the
circumstances then existing;

          (g)  use all commercially  reasonable  efforts to prevent the issuance
of  any  stop  order  or  other  order  suspending  the   effectiveness  of  the
Registration Statement and, if such an order is issued, to obtain the withdrawal
thereof at the earliest  possible time and to notify each Holder of the issuance
of such order and the resolution thereof;

          (h)  furnish  to  each  Holder,  on the  date  that  the  Registration
Statement,  or any successor registration  statement,  becomes effective,  (x) a
letter,  dated such date, from the Company addressed to such Holder,  confirming
such effectiveness and, to the knowledge of the Company, the absence of any stop
order, and (y) in the case of an underwriting,  (A) a copy of an opinion,  dated
such date, of such outside counsel, in such form and substance as is required to
be given to the underwriters,  and (B) a copy of a letter, dated such date, from
the  Company's  independent  certified  public  accountants,  in such  form  and
substance  as is required  to be given by the  Company's  independent  certified
public accountants to such underwriters;

          (i)  provide to each Holder and its  representatives,  upon reasonable
prior notice and execution of a reasonable  non-disclosure  agreement by Holder,




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the opportunity to conduct a reasonable  inquiry of the Company's  financial and
other records  during normal  business hours and make available its officers for
questions  regarding  information  which such Holder may  reasonably  request in
order to fulfill any due diligence obligation on its part;

          (j)  permit  counsel  for  each  Holder  to  review  the  Registration
Statement and all amendments and supplements  thereto,  and any comments made by
the staff of the  Commission  concerning  such  Holder  and/or the  transactions
contemplated by the Transaction  Documents and the Company's  responses thereto,
within a reasonable period of time (but in no event less than three (3) Business
Days after such Holder has received such documents)  prior to the filing thereof
with the  Commission  (or,  in the  case of  comments  made by the  staff of the
Commission,  within a reasonable period of time following the receipt thereof by
the Company); and

          (k)  in the event that,  at any time,  the number of shares  available
under the  Registration  Statement is  insufficient  to cover one hundred twenty
five  percent  125% of the number of  Outstanding  Registrable  Securities,  the
Company  shall  promptly  amend  the  Registration   Statement  or  file  a  new
registration statement, in any event as soon as practicable,  but not later than
the tenth (10th) day  following  notice from a Holder of the  occurrence of such
event, so that the Registration Statement or such new registration statement, or
both,  covers no less than one hundred  fifty  percent  (150%) of such number of
Outstanding  Registrable  Securities.  The Company shall use its best efforts to
cause such amendment  and/or new  Registration  Statement to become effective as
soon as practicable  following the filing thereof.  Any  Registration  Statement
filed pursuant to this paragraph 4(k) shall state that, to the extent  permitted
by Rule 416 under the Securities  Act, such  Registration  Statement also covers
such  indeterminate  number of  additional  shares of Common Stock as may become
issuable  upon exercise of the Warrants in order to prevent  dilution  resulting
from stock  splits,  stock  dividends or similar  events.  Unless and until such
amendment or new Registration  Statement  becomes  effective,  each Holder shall
have the rights described in Section 2(c) above.

     OBLIGATIONS OF EACH HOLDER.
     --------------------------

     In connection with the registration of Registrable Securities pursuant to a
Registration Statement, each Holder shall:

          ()   timely  furnish  to  the  Company  in  writing  such  information
regarding  itself and the intended  method of  disposition  of such  Registrable
Securities  as the  Company  shall  reasonably  request  in order to effect  the
registration thereof;

          ()   upon  receipt of any notice from the Company of the  happening of
any  event  of the  kind  described  in  paragraphs  4(f) or  4(g),  immediately
discontinue  any  sale  or  other  disposition  of such  Registrable  Securities
pursuant to such  Registration  Statement  until the filing of an  amendment  or
supplement  as  described  in  paragraph  4(f) or  withdrawal  of the stop order
referred  to in  paragraph  4(g),  and,  if such Holder has agreed in writing to
receive material, non-public information, to use commercially reasonable efforts
to maintain the confidentiality of such notice and its contents;






                                        7
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          ()   in the  event of an  underwritten  offering  of such  Registrable
Securities in which such Holder participates pursuant to Section 3 hereof, enter
into a customary and  reasonable  underwriting  agreement and execute such other
documents  as the Company and the  managing  underwriter  for such  offering may
reasonably request;

          ()   to the extent required by applicable law, deliver a prospectus to
the purchaser of Registrable Securities sold under the Registration Statement;

          ()   notify  the  Company  when  it has  sold  all of the  Registrable
Securities held by it; and

          (f)  notify the Company in the event that any information  supplied by
such Holder in writing for inclusion in such  Registration  Statement or related
prospectus  is untrue or omits to state a material  fact  required  to be stated
therein or necessary to make such  information  not  misleading  in light of the
circumstances  then  existing;   immediately   discontinue  any  sale  or  other
disposition  of  such  Registrable  Securities  pursuant  to  such  Registration
Statement  until the filing of an amendment or supplement to such  prospectus as
may be necessary so that such prospectus does not contain an untrue statement of
material fact or omit to state a material fact required to be stated  therein or
necessary  to make  the  statements  therein  not  misleading  in  light  of the
circumstances then existing; and use commercially  reasonable efforts to provide
the  Company  with  updates  information  as may be  appropriate  to  make  such
amendment or supplement effective for such purpose.

     INDEMNIFICATION.
     ---------------

     In the event that any Registrable Securities are included in a Registration
Statement under this Agreement:




























                                        8
<PAGE>






          ()   To the extent  permitted by law, the Company shall  indemnify and
hold  harmless  each Holder,  the  officers,  directors,  employees,  agents and
representatives  of such  Holder,  and each person,  if any,  who controls  such
Holder within the meaning of the Securities  Act or the Securities  Exchange Act
of 1934, as amended (the "Exchange Act"), against any losses,  claims,  damages,
                          ------------
liabilities  or reasonable  out-of-pocket  expenses  (whether  joint or several)
(collectively,   including  legal  or  other  expenses  reasonably  incurred  in
connection with investigating or defending same, "Losses"),  insofar as any such
                                                  ------
Losses arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in such Registration Statement, including
any  preliminary  prospectus  or  final  prospectus  contained  therein  or  any
amendments or supplements  thereto,  or (ii) the omission or alleged omission to
state  therein a material fact  required to be stated  therein,  or necessary to
make the statements therein, in light of the circumstances under which they were
made, not  misleading.  Subject to the  provisions of paragraph 6(c) below,  the
Company will reimburse such Holder, and each such officer,  director,  employee,
agent,   representative   or  controlling   person,   for  any  legal  or  other
out-of-pocket  expenses as  reasonably  incurred by any such entity or person in
connection with investigating or defending any Loss; provided, however, that the
foregoing indemnity shall not apply to amounts paid in settlement of any Loss if
such  settlement is effected  without the consent of the Company  (which consent
shall not be  unreasonably  withheld),  nor shall the  Company be  obligated  to
indemnify any person for any Loss to the extent that such Loss is (i) based upon
and is in conformity with written information furnished by such person expressly
for use in such Registration Statement or (ii) based on a failure of such person
to  deliver  or cause to be  delivered  the final  prospectus  contained  in the
Registration  Statement and made  available by the Company,  if such delivery is
required by applicable law.

          ()   To the extent  permitted by law, each Holder who is named in such
Registration  Statement  as a  selling  stockholder,  acting  severally  and not
jointly, shall indemnify and hold harmless the Company, the officers, directors,
employees,  agents and representatives of the Company,  and each person, if any,
who  controls  the  Company  within  the  meaning of the  Securities  Act or the
Exchange Act, against any Losses to the extent (and only to the extent) that any
such Losses are based upon and in conformity with written information  furnished
by such Holder expressly for use in such Registration Statement.  Subject to the
provisions  of paragraph  6(c) below,  such Holder will  reimburse  any legal or
other  expenses as  reasonably  incurred  by the  Company and any such  officer,
director, employee, agent, representative,  or controlling person, in connection
with  investigating  or defending  any such Loss;  provided,  however,  that the
                                                   --------   -------
foregoing  indemnity  shall not apply to amounts paid in  settlement of any such
Loss if such  settlement  is effected  without the consent of such Holder (which
consent shall not be unreasonably withheld); and provided,  further, that, in no
                                                 --------   -------
event shall any  indemnity  under this  subsection  6(b) exceed the net proceeds
resulting from the sale of the Registrable  Securities sold by such Holder under
such Registration Statement.

          ()   Promptly after receipt by an indemnified party under this Section
6 of  notice of the  commencement  of any  action  (including  any  governmental
action),  such  indemnified  party will, if a claim in respect  thereof is to be
made  against  any  indemnifying  party  under this  Section  6,  deliver to the
indemnifying  party  a  written  notice  of the  commencement  thereof  and  the
indemnifying  party  shall  have the right to  participate  in and to assume the




                                        9
<PAGE>






defense thereof with counsel  mutually  satisfactory  to the parties;  provided,
however,  that an  indemnified  party  shall  have the right to  retain  its own
counsel,  with the reasonably incurred fees and expenses of one such counsel for
all indemnified  parties to be paid by the indemnifying party, if representation
of such  indemnified  party by the counsel  retained by the  indemnifying  party
would be inappropriate under applicable standards of professional conduct due to
actual or potential conflicting interests between such indemnified party and any
other  party  represented  by such  counsel in such  proceeding.  The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement  of any such action,  to the extent  prejudicial  to its ability to
defend such action,  shall relieve such  indemnifying  party of any liability to
the indemnified party under this Section 6 with respect to such action,  but the
omission so to deliver written notice to the indemnifying party will not relieve
it of any liability  that it may have to any  indemnified  party  otherwise than
under this Section 6 or with respect to any other action unless the indemnifying
party is materially prejudiced as a result of not receiving such notice.

          ()   In the event that the indemnity  provided in paragraph (a) or (b)
of this Section 6 is unavailable or insufficient to hold harmless an indemnified
party for any  reason,  the Company and each  Holder  agree,  severally  and not
jointly,  to  contribute  to the  aggregate  Losses to which the Company or such
Holder  may be subject  in such  proportion  as is  appropriate  to reflect  the
relative fault of the Company and such Holder in connection  with the statements
or omissions which resulted in such Losses;  provided,  however, that in no case
shall such Holder be  responsible  for any amount in excess of the net  proceeds
resulting  from  the sale of the  Registrable  Securities  sold by it under  the
Registration  Statement.  Relative  fault shall be  determined  by  reference to
whether any alleged untrue statement or omission relates to information provided
by the Company or by such  Holder.  The  Company  and each Holder  agree that it
would not be just and  equitable if  contribution  were  determined  by pro rata
allocation or any other method of allocation  which does not take account of the
equitable  considerations  referred to above.  Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution   from  any   person   who  is  not   guilty  of  such   fraudulent
misrepresentation.  For  purposes of this  Section 6, each person who controls a
Holder within the meaning of either the  Securities  Act or the Exchange Act and
each officer,  director,  employee, agent or representative of such Holder shall
have the same  rights  to  contribution  as such  Holder,  and each  person  who
controls  the  Company  within the meaning of either the  Securities  Act or the
Exchange Act and each officer,  director,  employee,  agent or representative of
the Company shall have the same rights to contribution  as the Company,  subject
in each case to the applicable terms and conditions of this paragraph (d).

          (e)  Notwithstanding the foregoing,  to the extent that the provisions
on  indemnification  and  contribution  contained in an  underwriting  agreement
entered into in connection with an underwritten  public offering are in conflict
with the foregoing  provisions,  the  provisions in the  underwriting  agreement
shall control.

          (f)  Unless otherwise superceded by an underwriting  agreement entered
into in connection with an underwritten public offering,  the obligations of the
Company and each Holder under this  Section 6 shall  survive the exercise of the
Warrants  in  full,  the  completion  of any  offering  or sale  of  Registrable




                                       10
<PAGE>






Securities  pursuant  to a  Registration  Statement  under  this  Agreement,  or
otherwise.

     REPORTS.
     -------

     With a view to making  available  to each  Holder the  benefits of Rule 144
under the  Securities  Act ("Rule 144") and any other similar rule or regulation
                             --------
of the Commission  that may at any time permit such Holder to sell securities of
the Company to the public without registration, the Company agrees to:

          ()   make and keep public  information  available,  as those terms are
understood and defined in Rule 144;

          ()   file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;

          ()   furnish  to  such  Holder,  so  long  as  such  Holder  owns  any
Registrable Securities, promptly upon written request (i) a written statement by
the Company,  if true,  that it has complied with the reporting  requirements to
enable such Holder to rely on Rule 144(c),  and that it has also  complied  with
the reporting  requirements  of the Securities Act and the Exchange Act, (ii) to
the extent not publicly  available  through the Commission's  EDGAR database,  a
copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company,  and (iii) such other information
as may be reasonably  requested by such Holder in connection  with such Holder's
compliance  with any rule or  regulation  of the  Commission  which  permits the
selling of any such securities without registration; and

          (d)  not at any time disclose material non-public  information to such
Holder without first receiving such Holder's written consent to such disclosure.

     MISCELLANEOUS.
     -------------

          ()   Expenses of  Registration.  Except as  otherwise  provided in the
               -------------------------
Securities Purchase Agreement,  all reasonable expenses, other than underwriting
discounts and commissions and fees and expenses of counsel and other advisors to
each  Holder,  incurred  in  connection  with  the  registrations,   filings  or
qualifications    described   herein,   including   (without   limitation)   all
registration,  filing and qualification fees, printers' and accounting fees, the
fees  and   disbursements  of  counsel  for  the  Company,   and  the  fees  and
disbursements  incurred in connection  with the opinion and letter  described in
paragraph 4(h) hereof, shall be borne by the Company.

          ()   Amendment;  Waiver. Except as expressly provided herein,  neither
               ------------------
this Agreement nor any term hereof may be amended or waived except pursuant to a
written  instrument  executed  by  the  Company  and  the  Holders  of at  least
two-thirds  (2/3) of the  number  of  Outstanding  Registrable  Securities.  Any
amendment or waiver  effected in accordance with this paragraph shall be binding
upon each Holder, each future Holder and the Company.





                                       11
<PAGE>






          (c)  Notices.  Any notice,  demand or request required or permitted to
               -------
be given by the Company or an Investor  pursuant to the terms of this  Agreement
shall be in writing and shall be deemed delivered (i) when delivered  personally
or by verifiable facsimile  transmission,  unless such delivery is made on a day
that is not a Business  Day,  in which case such  delivery  will be deemed to be
made on the next  succeeding  Business  Day, (ii) on the next Business Day after
timely  delivery to an overnight  courier and (iii) on the Business Day actually
received if deposited in the U.S. mail  (certified or  registered  mail,  return
receipt requested, postage prepaid), addressed as follows:

          If to the Company:

          Raptor Networks Technology, Inc.
          65 Enterprise Road, Suite 420
          Aliso Viejo, CA 92656
          Attn: Tom Wittenschlaeger
          Tel:  (949) 330-6540
          Fax:  (949) 330-6579

          with a copy to:

          Eugene M. Kennedy, Esq.
          517 S.W. First Avenue
          Ft. Lauderdale, FL 33301
          Tel:  (954) 524-4155
          Fax:  (954) 524-4169

and if to a Holder,  to such  address as shall be  designated  by such Holder in
writing to the Company.

          (d)  Assignment.  Upon the  transfer  of any  Warrant  or  Registrable
               ----------
Securities by a Holder, the rights of such Holder hereunder with respect to such
securities so  transferred  shall be assigned  automatically  to the  transferee
thereof,  and such  transferee  shall  thereupon  be deemed to be a "Holder" for
purposes of this Agreement,  as long as: (i) the Company is, within a reasonable
period of time  following  such  transfer,  furnished with written notice of the
name and address of such transferee,  (ii) the transferee agrees in writing with
the Company to be bound by all of the provisions hereof, and (iii) such transfer
is made  in  accordance  with  the  applicable  requirements  of the  Securities
Purchase Agreement;  provided,  however, that the registration rights granted in
                     --------   -------
this  Agreement  shall not be  transferred to any person or entity that receives
any Warrant or  Registrable  Securities in a public  transaction  pursuant to an
effective  registration  statement  under the Securities Act or pursuant to Rule
144(k).

          (e)  Counterparts.  This  Agreement  may be executed in  counterparts,
               ------------
each of which shall be deemed an original,  and all of which  together  shall be
deemed one and the same  instrument.  This Agreement,  once executed by a party,
may be delivered to any other party hereto by facsimile transmission.

          (f)  Governing Law. This Agreement  shall be governed by and construed
               -------------
in  accordance  with the laws of the State of New York  applicable  to contracts
made and to be performed entirely within the State of New York.





                                       12
<PAGE>






          (g)  Holder of Record. A person is deemed to be a Holder whenever such
               ----------------
person owns or is deemed to own of record any Warrant or Registrable Securities.

          (h)  Entire  Agreement.   This  Agreement,   the  Securities  Purchase
               -----------------
Agreement,  the Warrants,  and the other  Transaction  Documents  constitute the
entire  agreement  among the parties  hereto with respect to the subject  matter
hereof  and  thereof.  There  are  no  restrictions,   promises,  warranties  or
undertakings, other than those set forth or referred to herein and therein. This
Agreement,  the  Securities  Purchase  Agreement,  the  Warrants,  and the other
Transaction  Documents  supersede all prior agreements and understandings  among
the parties hereto with respect to the subject matter hereof and thereof.

          (i)  Headings.  The headings in this Agreement are for  convenience of
               --------
reference only and shall not limit or otherwise affect the meaning hereof.

          (j)  Third Party  Beneficiaries.  This  Agreement  is intended for the
               --------------------------
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.


[Signature Pages to Follow]







































                                       13
<PAGE>






     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date first-above written.

RAPTOR NETWORKS TECHNOLOGY, INC.


By:
    ---------------------------
    Name:
    Title:


SATELLITE STRATEGIC FINANCE ASSOCIATES, LLC


By:
    ---------------------------
    Name:
    Title:


































                                       14
<PAGE>






IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the date
first-above written.

RAPTOR NETWORKS TECHNOLOGY, INC.


By:
    ---------------------------
    Name:
    Title:



--------------------------------
        Name of Investor



By:
    ---------------------------
    Name:
    Title:



























                                       15