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                                                                  EXHIBIT 10.12


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF NY
STATE, AND MAY NOT BE OFFERED, SOLD TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

            RAPTOR NETWORKS TECHNOLOGY, INC., A COLORADO CORPORATION
                               8% CONVERTIBLE NOTE


$50,000                                                            _______, 2005

         FOR VALUE RECEIVED, the undersigned, Raptor Networks Technology, Inc.,
a Colorado corporation (the "Company"), hereby promises to pay to the order of
____________________________________________________________________________, or
their assigns (collectively, the "Noteholder"), in lawful money of the United
States of America, and in immediately payable funds, the principal sum of
$50,000. The principal hereof and any unpaid accrued interest thereon shall be
due and payable on the date which is 18 months from the date of this Note (the
"Maturity Date"). Payment of all amounts due hereunder shall be made at the
address of the Noteholder provided for in the Subscription Agreement. The
Company further promises to pay interest at the rate of 8% per annum on the
outstanding principal balance hereof, such interest to be payable upon the
Maturity Date (prorated for any partial month).

This Note is part of an offering of up to $600,000 of Notes of the Company (the
"Notes"), issuable at $50,000 per Note. The Notes have been issued pursuant to a
Subscription Agreement of even date herewith between the Company and the holders
of the Notes (the "Subscription Agreement"), which contains representations and
warranties and additional covenants of the Company with respect to the Notes.
Capitalized terms not otherwise defined herein shall have the meaning set forth
in the Subscription Agreement. THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT ARE
INCORPORATED HEREIN BY REFERENCE.

         1.       PREPAYMENT. This Note may be prepaid, in whole or in part,
                  without the prior written consent of the Noteholder.

         2.       CONVERSION. The outstanding principal amount of this Note,
                  together with all accrued but unpaid interest hereunder (the
                  "OUTSTANDING BALANCE"), shall automatically convert into
                  shares issued in a PIPE financing with gross proceeds of at
                  least $3,000,000, inclusive of the proceeds from converted
                  bridge notes secured by Brookstreet Securities Corporation
                  (the "QUALIFIED Financing"), if any; provided, however, that
                  for purposes of determining the number of shares to be
                  received by Noteholder upon such conversion, the Noteholder
                  shall be deemed to have tendered 125% of the Outstanding
                  Balance as payment of the purchase price of the Qualified
                  Financing.

         3.       DEFAULT. The occurrence of any one of the following events
                  shall constitute an Event of Default:


                                    (a) The non-payment, when due, of any
                  principal or interest pursuant to this Note;


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                                    (b) The material breach of any
                  representation or warranty in this Note or in the Subscription
                  Agreement. In the event the Noteholder becomes aware of a
                  breach of this Section 3(b), the Noteholder shall notify the
                  Company in writing of such breach and the Company shall have
                  10 days notice to effect a cure of such breach;


                                    (c) The material breach of any covenant or
                  undertaking in this Note or in the Subscription Agreement, not
                  otherwise provided for in this Section 3. In the event the
                  Noteholder becomes aware of a breach of this Section 3(c), the
                  Noteholder shall notify the Company in writing of such breach
                  and the Company shall have 10 days notice to effect a cure of
                  such breach;


                                    (d) A default shall occur in the payment
                  when due (subject to any applicable grace period), whether by
                  acceleration or otherwise, of any indebtedness of the Company
                  or an event of default or similar event shall occur with
                  respect to such indebtedness, if the effect of such default or
                  event (subject to any required notice and any applicable grace
                  period) would be to accelerate the maturity of any such
                  indebtedness or to permit the holder or holders of such
                  indebtedness to cause such indebtedness to become due and
                  payable prior to its express maturity;


                                    (e) The commencement by the Company of any
                  voluntary proceeding under any bankruptcy, reorganization,
                  arrangement, insolvency, readjustment or debt, receivership,
                  dissolution, or liquidation law or statute or any
                  jurisdiction, whether now or hereafter in effect; or the
                  adjudication of the Company as insolvent or bankrupt by a
                  decree of a court of competent jurisdiction; or the petition
                  or application by the Company for, acquiescence in, or consent
                  by the Company to, the appointment of any receiver or trustee
                  for the Company or for all or a substantial part of the
                  property of the Company; or the assignment by the Company for
                  the benefit of creditors; or the written admission of the
                  Company of its inability to pay its debts as they mature; or

                                    (f) The commencement against the Company of
                  any proceeding relating to the Company under any bankruptcy,
                  reorganization, arrangement, insolvency, adjustment of debt,
                  receivership, dissolution or liquidation law or statute or any
                  jurisdiction, whether now or hereafter in effect, provided,
                  however, that the commencement of such a proceeding shall not
                  constitute an Event of Default unless the Company consents to
                  the same or admits in writing the material allegations of
                  same, or said proceeding shall remain undismissed for 30 days;
                  or the issuance of any order, judgment or decree for the
                  appointment of a receiver or trustee for the Company or for
                  all or a substantial part of the property of the Company,
                  which order, judgment or decree remains undismissed for 30
                  days; or a warrant of attachment, execution, or similar
                  process shall be issued against any substantial part of the
                  property of the Company.

                  Upon the occurrence of any Event of Default, the Noteholder
                  may, by written notice to the Company, declare all or any
                  portion of the unpaid principal amount due to Noteholder,
                  together with all accrued interest thereon, immediately due
                  and payable.

         4.       NOTICES. Notices to be given hereunder shall be in writing and
                  shall be deemed to have been sufficiently given if delivered
                  personally or sent by overnight courier or messenger or sent
                  by registered or certified mail (air mail if overseas), return
                  receipt requested, or by telex, facsimile transmission,

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                  telegram or similar means of communication. Notice shall be
                  deemed to have been received on the date of personal delivery,
                  telex, facsimile transmission, telegram or similar means of
                  communication, or if sent by overnight courier or messenger,
                  shall be deemed to have been received on the next delivery day
                  after deposit with the courier or messenger, or if sent by
                  certified or registered mail, return receipt requested, shall
                  be deemed to have been received on the third business day
                  after the date of mailing. The address of the Company is set
                  forth in the Subscription Agreement and the Company shall give
                  written notice of any change of address to the Noteholder. The
                  address of the Noteholder is as set forth in Subscription
                  Agreement, and the Noteholder shall give written notice of any
                  change of address to the Company.

         5.       CONSENT TO JURISDICTION AND SERVICE OF PROCESS. The Company
                  consents to the jurisdiction of any court of the State of
                  California and of any federal court located in California. The
                  Company waives personal service of any summons, complaint or
                  other process in connection with any such action or proceeding
                  and agrees that service thereof may be made, as the Noteholder
                  may elect, by certified mail directed to the Company, or, in
                  the alternative, in any other form or manner permitted by law.
                  Orange County, California shall be proper venue.

         6.       GOVERNING LAW. This Note shall be governed by and construed
                  and interpreted in accordance with the laws of the state of
                  California applicable to contracts made and to be performed
                  entirely therein, without giving effect to the rules and
                  conflicts of law.

         7.       ATTORNEYS FEES. In the event the Holders or any assignee
                  thereof shall refer this Note to an attorney for collection,
                  the Company agrees to pay all the costs and expenses incurred
                  in attempting or effecting collection hereunder, including
                  reasonable attorney's fees, whether or not suit is instituted.

         8.       CONFORMITY WITH LAW. It is the intention of the Company and of
                  the Noteholder to conform strictly to applicable usury and
                  similar laws. Accordingly, notwithstanding anything to the
                  contrary in this Note, it is agreed that the aggregate of all
                  charges which constitute interest under applicable usury and
                  similar laws that are contract for, chargeable or receivable
                  under or in respect of this Note, shall under no circumstances
                  exceed the maximum amount of interest permitted by such laws,
                  and any excess, whether occasioned by acceleration or maturity
                  of this Note or otherwise, shall be canceled automatically,
                  and if theretofore paid, shall be either refunded to the
                  Company or credited on the principal amount of this Note.

         9.       NOTICE OF RIGHT TO COUNSEL.

         The Parties hereto agree and acknowledge that Oswald & Yap, APC (the
"Firm") drafted this Agreement and does not represent the Investor(s). All
Parties to this Agreement have been given the opportunity to consult with
counsel of their choice regarding their rights under this Agreement.

                            [SIGNATURE PAGE FOLLOWS]

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         IN WITNESS WHEREOF, the Company has signed and sealed this Note and
delivered it in the State of California as of __________________________, 2005.

                                            COMPANY:

                                            Raptor Networks Technology, Inc.
                                            a Colorado corporation


                                            ___________________________________
                                            By:________________________________
                                            Its:_______________________________

                                            INVESTOR:


                                            ___________________________________
                                            By:________________________________

                                            JOINTLY WITH:


                                            ___________________________________
                                            By:________________________________


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                          [FORM OF ELECTION TO CONVERT]

         The undersigned, the holders of the attached Note, hereby irrevocably
elects to exercise their right to convert $_____________ of the Note into shares
of common stock of Raptor Networks Technology, a Colorado corporation, and
requests that the certificates for such securities be issued in the name of, and
delivered to, __________________________________, whose address is
______________________________________________________________.



Dated:__________________________    Signature


                                    ____________________________________________
                                    (Signature must conform in all respects to
                                    name of Noteholder as specified in the Note)

                                    ____________________________________________
                                    (Insert Social Security or Federal Tax I.D.
                                    Number of Holder)

                                    IF NOTE IS HELD JOINTLY, BOTH PARTIES MUST
                                    SIGN:



                                    ____________________________________________
                                    (Signature must conform in all respects to
                                    name of Noteholder as specified in the Note)

                                    ____________________________________________
                                    (Insert Social Security or Federal Tax I.D.

Number of Joint Holder)


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