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                                                                  EXHIBIT 10.13


                             SUBSCRIPTION AGREEMENT

         This SUBSCRIPTION AGREEMENT is made by and between Raptor Networks
Technology, Inc., a Colorado corporation (the "Company") and
____________________________________________________ (the "Investor") (the
Company and the Investor may be referred to collectively as the "Parties").

         In connection with the offering by the Company of up to $600,000 of 8%
Convertible Notes of the Company (the "Notes"), issuable at $50,000 per Note,
the Parties hereto agree as follows:

                                    ARTICLE 1
                                 THE SECURITIES

SECTION 1.01.  THE SECURITIES.
------------------------------

         The securities subscribed for hereby consist of ten of the Company's
Notes. The Note shall be in substantially the form attached hereto, the terms of
which are hereby incorporated herein as if such Note were fully set forth
herein.

SECTION 1.02.  LEGENDS; REGISTRATION UNDER THE SECURITIES ACT OF 1933.
----------------------------------------------------------------------

         As of the date of this Agreement, neither the Notes nor the shares of
common stock of the Company into which the Notes may be converted (the "Note
Shares") have been registered under the Securities Act of 1933, as amended (the
"Act"). Each of the Notes and the Note Shares shall bear the following legend:


                  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 ANY 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.

         This offering is not a public offering and is intended to be made
pursuant to Section 4(2) of the Act and Regulation D as promulgated by the
Securities and Exchange Commission ("SEC") under the Act. This offering is also
intended to be exempt from the registration requirements of various state
securities laws as may be applicable.

SECTION 1.03.  CLOSING DATE.
----------------------------

     The purchase and sale of the Notes will take place at one or more closings
     (each referred to herein as the "Closing") at the offices of the Company at
     a time and date as soon as practicable after all the conditions set forth
     in Articles III and IV hereof have been satisfied (each, a "Closing Date"),
     or at such other location as the Investor and the Company shall agree.


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SECTION 1.04.  DELIVERY.
------------------------

         At the Closing, the Company shall deliver to the Investor the Notes
that each Investor is purchasing against payment of the purchase price therefor
by check, wire transfer, or such other form of payment as shall be mutually
agreed upon by such Investor and the Company. At the Closing, the Company shall
also deliver to the Investor a fully executed copy of the Subscription Agreement
and any related closing documents.

SECTION 1.05.  EXPENSES.
------------------------

         Irrespective of whether the Closing is effected, the Company shall pay
all costs and expenses that it incurs with respect to the negotiation,
execution, delivery, and performance of this Agreement and the transactions
contemplated hereby, including without limitation, the cost of any required
filings under the Act or any applicable state "blue sky" laws, rules and
regulations.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

SECTION 2.01.  INVESTOR REPRESENTATIONS AND WARRANTIES.
-------------------------------------------------------

         The Investor makes each and every one of the representations and
warranties set forth in the document entitled Investor Representations and
Warranties Agreement attached hereto and incorporated herein by this reference
as if such document were set forth herein in its entirety.

SECTION 2.02.  COMPANY REPRESENTATIONS AND WARRANTIES.
------------------------------------------------------

         The Company hereby represents, warrants and covenants to the Investor
as follows:


                                    (a) The Company has been duly organized and
                  is validly existing as a corporation in good standing under
                  the laws of its state of incorporation. The Company has one
                  wholly-owned operating subsidiary, Raptor Networks Technology,
                  Inc., a California corporation. The Company is duly qualified
                  or licensed and in good standing as a foreign corporation in
                  each jurisdiction in which its ownership or leasing of any
                  properties or the character of its operations requires such
                  qualification or licensing and where failure to so qualify
                  would have a material effect on the Company. The Company has
                  all requisite corporate power and authority, and all material
                  and necessary authorizations, approvals, orders, licenses,
                  certificates and permits of and from all governmental
                  regulatory officials and bodies to own or lease its properties
                  and conduct its businesses as described in the Disclosure
                  Documents (as hereinafter defined) and the Company is doing
                  business in compliance with all such authorizations,
                  approvals, orders, licenses, certificates and permits and all
                  federal, state and local laws, rules and regulations
                  concerning the business in which it is engaged except where
                  the failure so to do business in compliance would not have a
                  material adverse effect on the business of the Company. The
                  disclosures herein and in the Disclosure Documents concerning
                  the effects of federal, state and local regulation on the
                  Company's business as currently conducted and as contemplated
                  are correct in all material respects and do not omit to state
                  a material fact. The Company has all corporate power and
                  authority to enter into this Agreement and the Notes and to
                  carry out the provisions and conditions hereof and thereof,
                  and all consents, authorizations, approvals and orders
                  required in connection herewith and therewith have been
                  obtained or will have been obtained prior to the Closing Date.
                  No consent, authorization or order of, and no filing with, any
                  court, government agency or other body is required for the
                  issuance of the Notes or any securities issuable in respect of
                  the Notes pursuant to this Agreement except with respect to
                  applicable federal and state securities laws.

                                    (b) The authorized capital and the issued
                  and outstanding securities of the Company are as set forth in
                  the Company's latest annual report on Form 10-KSB for the
                  fiscal year ended December 31, 2003 and all of the reports and


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                  documents filed pursuant to Sections 13(a), 13(c), 14 and
                  15(d) of the Securities Exchange Act of 1934 (the "Exchange
                  Act") since the end of the Company's fiscal year ended
                  December 31, 2003 (collectively, the "Disclosure Documents"),
                  all of which are incorporated herein by this reference as if
                  such documents were set forth herein in their entirety. Except
                  as described in the Disclosure Documents and except for the
                  transactions contemplated by this Agreement and the Notes and
                  except for the Company's proposed private offering from which
                  the Notes shall be repaid, there are (A) no outstanding
                  warrants, options or rights to subscribe for or purchase any
                  capital stock or other securities from the Company, (B) no
                  voting trusts or voting agreements among, or irrevocable
                  proxies executed by, stockholders of the Company, (C) no
                  existing rights of stockholders to require the Company to
                  register any securities of the Company or to participate with
                  the Company in any registration by the Company of its
                  securities, and (D) no agreements among stockholders providing
                  for the purchase or sale of the Company's capital stock.

                                    (c) This Agreement and the attachments
                  hereto have been duly and validly authorized, executed and
                  delivered by the Company and are valid and binding agreements
                  of the Company, enforceable in accordance with their
                  respective terms, except to the extent that the enforceability
                  hereof or thereof may be limited by (A) bankruptcy,
                  insolvency, reorganization, moratorium or similar laws from
                  time to time in effect and affecting the rights of creditors
                  generally, (B) limitations upon the power of a court to grant
                  specific performance or any other equitable remedy, or (C) a
                  finding by a court of competent jurisdiction that the
                  indemnification provisions herein are in violation of public
                  policy. The shares of common stock issuable upon conversion of
                  the Notes (the "Note Shares") have been duly authorized and,
                  when issued in accordance with the conversion of the Notes,
                  will be validly issued, fully paid and non-assessable; the
                  holders thereof are not and will not be subject to personal
                  liability solely by reason of being such holders; other than
                  as described herein, the Notes and the Note Shares are not and
                  will not be subject to the preemptive rights of any
                  stockholder of the Company; and all corporate action required
                  to be taken for the authorization, issuance and sale of the
                  Notes and the Note Shares has been duly and validly taken by
                  the Company.

                                    (d) With the exception of two pieces of
                  testing equipment which are being leased towards purchase and
                  upon which the lessor maintains a security interest, the
                  Company has good and marketable title to, or valid and
                  enforceable leasehold estates in, all items of real and
                  personal property owned or leased by it, free and clear of all
                  liens, claims, encumbrances, security interests and defects of
                  any material nature whatsoever.

                                    (e) There is no litigation or governmental
                  proceeding pending or threatened against, or involving the
                  properties or business of, the Company which might materially
                  adversely affect the value or the operation of the properties
                  or the business of the Company, except as set forth in the
                  Disclosure Documents.

                                    (f) The financial statements of the Company
                  contained in the Disclosure Documents fairly present the
                  financial position and the results of operations of the
                  Company at the dates and for the periods to which they apply;
                  and such financial statements have been prepared in conformity
                  with generally accepted accounting principles, consistently
                  applied throughout the periods involved.

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                                    (g) There has been no material adverse
                  change in the condition or prospects for commercialization of
                  the Company, financial or otherwise, as of the latest dates as
                  of which such condition or prospects, respectively, are set
                  forth in this Agreement and the Disclosure Documents; and the
                  outstanding debt, the property and the business of the Company
                  each conforms in all material respects to the descriptions
                  thereof contained herein and therein.

                                    (h) The Notes and the Note Shares conform in
                  all respects to all statements in relation thereto contained
                  herein or in the Notes or the Disclosure Documents.

                                    (i) The Company is not in violation of its
                  Articles of Incorporation or Bylaws. Neither the execution and
                  delivery of this Agreement or the Notes, nor the issuance of
                  the Notes or the Note Shares upon conversion of the Notes, nor
                  the consummation of any of the transactions contemplated
                  herein or in the Notes, nor the compliance by the Company with
                  the terms and provisions contained herein, or in the Notes,
                  has conflicted with or will conflict with, or has resulted in
                  or will result in a breach of, any of the terms and provisions
                  of, or has constituted or will constitute a default under, or
                  has resulted in or will result in the creation or imposition
                  of any lien, charge or encumbrance upon any property or assets
                  of the Company pursuant to the terms of any indenture,
                  mortgage, deed of trust, note, loan or credit agreement or any
                  other agreement or instrument evidencing an obligation for
                  borrowed money, or any other agreement or instrument to which
                  the Company is subject; nor will such action result in any
                  violation of the provisions of the Articles of Incorporation
                  or the Bylaws of the Company, or any statute or any order,
                  rule or regulation applicable to the Company of any court or
                  of any federal, state or other regulatory authority or other
                  government body having jurisdiction over the Company; except
                  for any conflict, breach, default, lien, charge or encumbrance
                  which does not have a material and adverse effect on the
                  Company, any of its business, property or assets, or any
                  transactions contemplated hereby or by the Notes.

                                    (j) All taxes which are due and payable from
                  the Company have been paid in full, and the Company does not
                  have any material tax deficiency or claim outstanding,
                  assessed or proposed against it.

                                    (k) Subsequent to the dates as of which
                  information is given in this Agreement or the Disclosure
                  Documents, and except as may otherwise be indicated or
                  contemplated herein or therein, the Company has not (A) issued
                  any securities or incurred any liability or obligation, direct
                  or contingent, for borrowed money, in excess of $20,000 in the
                  aggregate, or (B) entered into any transaction other than in
                  the ordinary course of business, or (C) declared or paid any
                  dividend or made any other distribution on or in respect of
                  its capital stock. The Investor acknowledges that the Company
                  is planning on conducting financing activities in the near
                  future which will result in the issuance of securities of the
                  Company to third parties.

                                    (l) The Company owns or possesses, free and
                  clear of all liens or encumbrances and rights thereto or
                  therein by third parties, the requisite licenses or other
                  rights to use all trademarks, service marks, copyrights,
                  service names, trade names, patents, patents applications and
                  licenses necessary to conduct and material to its business
                  (including, without limitation any such licenses or rights
                  described herein as being owned or possessed by the Company),
                  and there is no material claim or action by any person
                  pertaining to, or proceeding, pending or threatened, which
                  challenges the exclusive rights of the Company with respect to
                  any trademarks, service marks, copyrights, service names,
                  trade names, patents, patent applications and licenses used in
                  the conduct of the Company's businesses (including, without
                  limitation, any such licenses or rights described herein or in
                  the Disclosure Documents as being owned or possessed by the
                  Company); the Company's current products, services and
                  processes do not and will not infringe on any patents
                  currently held by third parties.

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                                    (m) The Company is not under any obligation
                  to pay any material royalties or fees of any kind whatsoever
                  to any third party with respect to technology it has
                  developed, used, employs or intends to use or employ.

                                    (n) Neither this Agreement, the Notes nor
                  the Disclosure Documents contain any untrue statement of a
                  material fact or omits to state any material fact required to
                  be stated herein or therein or necessary to make the
                  statements herein or therein, in light of the circumstances
                  under which they were made, not misleading. All statements of
                  material facts herein or therein (including, without
                  limitation, any attachment, exhibit or schedule hereto or
                  thereto) are true and correct as of the date hereof and will
                  be true and correct on the Closing Date and each additional
                  Closing Date, if any.

                                    (o) The Company shall use the proceeds from
                  the sale of the Notes for working capital.

                                    (p) Neither the Company, nor any of its
                  respective officers, directors, employees or agents, nor any
                  other person acting on behalf of the Company has, directly or
                  indirectly, given or agreed to give any money, gift or similar
                  benefit (other than legal price concessions to customers in
                  the ordinary course of business) to any customer, supplier,
                  employee or agent of a customer or supplier, or official or
                  employee of a customer or supplier, or official or employee of
                  any governmental agency or instrumentality of any government
                  (domestic or foreign) or any political party or candidate for
                  office (domestic or foreign) or other person who is or may be
                  in a position to help or hinder the business of the Company
                  (or assist it in connection with any actual or proposed
                  transaction) which (A) might subject the Company to any damage
                  or penalty in any civil, criminal or governmental litigation
                  or proceeding, (B) if not given in the past, might have had a
                  materially adverse effect on the assets, business operations
                  of the Company as reflected in any of the financial statements
                  delivered to the Investor, or (C) if not continued in the
                  future, might adversely affect the assets, business,
                  operations or prospects of the Company.

                                    (q) Since January 1, 2004, the minute books
                  and corporate records of the Company contain a complete
                  summary of all meetings and actions of the managers, members,
                  officers, directors and stockholders of the Company since the
                  time of its incorporation (and of any predecessor to the
                  Company) and reflect all transactions referred to in such
                  minutes accurately in all respects.

                                   ARTICLE III
                    CONDITIONS TO THE INVESTOR'S OBLIGATIONS

         The obligation of the Investor to purchase the Notes at the Closing is
subject to the following conditions:

                                    (a) The representations and warranties of
                  the Company contained herein shall be true and correct in all
                  material respects on and as of the Closing Date.

                                    (b) There shall be no preliminary or
                  permanent injunction or other order, decree or ruling issued
                  by a court of competent jurisdiction or by a governmental,
                  regulatory or administrative agency or commission, nor any
                  statute, rule, regulation or order promulgated or enacted by
                  any governmental authority, prohibiting or otherwise
                  restraining the sale or purchase of the Notes.

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                                    (c) At the Closing, the Investor shall be
                  reasonably satisfied that:

                                             (i) The Company has been duly
                  organized and is validly existing as a corporation in good
                  standing under the laws of the state of its organization and
                  is duly qualified to do business and is in good standing in
                  all jurisdictions in which the failure to so qualify would
                  have a material adverse effect on the business of the Company.
                  To the best knowledge of the Company, no consent,
                  authorization or order of, and no filing with, any court,
                  government agency or other body is required for the issuance
                  of the Notes by the Company, or for the issuance by the
                  Company of the Note Shares upon conversion of the Notes or
                  otherwise in accordance with the terms of the Agreement or the
                  Notes except for compliance with any applicable federal and/or
                  state securities laws. This Agreement and the Notes have each
                  been duly and validly authorized, executed and delivered by
                  the Company.

                                             (ii) The Notes and the Note Shares
                  have been duly authorized and are, or in the case of the Note
                  Shares, will be, upon the conversion therefor, validly issued,
                  fully paid and non-assessable; all corporate action required
                  to be taken for the authorization, issue and sale of such
                  securities has been duly and validly taken; to the best
                  knowledge of the Company, the Notes and the Note Shares are
                  not and will not be subject to the preemptive rights of any
                  stockholder of the Company.

                                             (iii) The authorized capital stock
                  of the Company and the outstanding Securities of the Company
                  are as set forth herein and in the Disclosure Documents. There
                  are no other securities issued and outstanding, or if such
                  securities do exist, that such securities have been duly
                  authorized and are non-assessable; all issued and outstanding
                  securities of the Company have been duly authorized and
                  validly issued and are fully paid and non-assessable. To the
                  best knowledge of the Company, the holders thereof have no
                  rights of rescission with respect thereto. To the best
                  knowledge of the Company, except for transactions contemplated
                  by the Subscription Agreement and the Notes, and except as
                  otherwise described in the Disclosure Documents and other
                  documents delivered in connection therewith and except for the
                  Company's proposed private offering from which the Notes shall
                  be repaid, there are (A) no voting trusts or agreements among,
                  or irrevocable proxies executed by, stockholders of the
                  Company, (B) no existing rights of stockholders to require the
                  Company to register any securities of the Company or to
                  participate with the Company in any registration by the
                  Company of its securities, and (C) no outstanding warrants,
                  options or rights to subscribe for or purchase any capital
                  stock or other securities from the Company.

                                             (iv) To the best knowledge of the
                  Company other than as disclosed in the Disclosure Documents,
                  there is no litigation or government proceeding pending
                  against, or involving the properties or business of the
                  Company which might materially and adversely affect the value
                  or the operation of the properties or the business of the
                  Company.

                                             (v) Neither the execution and
                  delivery of this Agreement nor the attachments hereto, nor the
                  issue and sale of the Notes or the Note Shares, nor the
                  consummation of any of the transactions contemplated therein,
                  nor the compliance by the Company with the terms and
                  provisions thereof, has conflicted with or will conflict with,
                  or has resulted in or will result in any violation of the
                  provisions of the Articles of incorporation or the Bylaws of
                  the Company, or, to the best knowledge of the Company,
                  constituted or will constitute a default under, or has
                  resulted in or will result in the creation or imposition of


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                  any lien, charge or encumbrance upon any material property or
                  assets of the Company pursuant to the terms of any indenture,
                  mortgage, deed of trust, note, loan or credit agreement known
                  to the Company, or any other agreement or instrument
                  evidencing an obligation for borrowed money known to the
                  Company or any other material agreement or instrument known to
                  the Company, to which the Company is a party or by which the
                  Company may be bound, the violation of which would have a
                  material adverse effect on the Company, other than as
                  described in the Disclosure Documents.

                                    (d) On or prior to the Closing Date, the
                  Investor shall have been furnished such documents,
                  certificates and opinions as they may reasonably require for
                  the purpose of enabling them to review or pass upon the
                  matters set forth herein, or in order to evidence the
                  accuracy, completeness or satisfaction of any of the
                  representations, warranties or conditions herein contained.

                                    (e) Prior to the Closing, (i) there shall
                  have been no material adverse change nor development involving
                  a prospective change in the condition, prospects or the
                  business activities, financial or otherwise, of the Company as
                  a whole, from the latest dates as of which such condition is
                  set forth in this Subscription Agreement and the Disclosure
                  Documents; (ii) there shall have been no transaction, not in
                  the ordinary course of business, entered into by the Company
                  from the latest date as of which the financial condition of
                  the Company is set forth in this Subscription Agreement which
                  is material to the Company and which has not been disclosed to
                  the Investor in writing; (iii) the Company shall not be in
                  default in any material respect under any provision of any
                  instrument relating to any outstanding indebtedness; (iv) no
                  material amount of the assets of the Company shall have been
                  pledged or mortgaged; and (v) no action, suit or proceeding,
                  at law or in equity, shall have been pending or threatened
                  against the Company or affecting any of its respective
                  properties or businesses before or by any court of federal or
                  state commission, board or other administrative agency wherein
                  an unfavorable decision, ruling or finding could materially
                  adversely affect the business, operations, prospects or
                  financial condition or income of the Company.

                                   ARTICLE IV
                     CONDITIONS TO THE COMPANY'S OBLIGATIONS

         The obligation of the Company to sell the Notes at the Closing is
subject to the following conditions:

                                    (a) The representations and warranties of
                  the Investor contained in the document entitled Investor
                  Representations and Warranties Agreement attached hereto shall
                  be true and correct in material respects on and as of the
                  Closing Date.

                                    (b) There shall be no preliminary or
                  permanent injunction or other order, decree or ruling issued
                  by a court of competent jurisdiction or by a governmental,
                  regulatory or administrative agency or commission, nor any
                  statute, rule, regulation or order promulgated or enacted by
                  any governmental authority, prohibiting or otherwise
                  restraining the sale or purchase of the Notes.


                                    ARTICLE V
                                 INDEMNIFICATION

                                    (a) The Company hereby agrees to indemnify
                  and hold harmless the Investor, their stockholders, directors,
                  partners, employees, agents, attorneys and each person, if
                  any, who controls such Investor within the meaning of the Act,
                  against any and all losses, claims, damages or liabilities to
                  which such Investor or any such stockholder, director,


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                  partner, employee, agent, attorney or controlling person may
                  become subject, under the Act or otherwise, insofar as such
                  losses, claims, damages or liabilities (or actions in respect
                  thereof) arise out of or are based upon any untrue statement
                  or alleged untrue statement of any material fact contained
                  herein, in the Notes, in the Disclosure Documents, or in any
                  statement made to or in any filing with the SEC or to or with
                  any state securities commission, bureau or office (including
                  any amendments thereto), or arise out of or based upon the
                  omission or alleged omission to state herein or therein a
                  material fact required to be stated herein or therein or
                  necessary to make the statements herein or therein not
                  misleading (unless such statements are made or omitted in
                  reliance upon and in conformity with written information
                  furnished to the Company with respect to such Investor by such
                  Investor expressly for use herein or therein or any amendment
                  hereof or supplement hereto), or any violation by the Company
                  of the Act or state "blue sky" laws, or any breach by the
                  Company of its obligations, representations or warranties
                  hereunder or under the Notes.

                                    (b) Each Investor hereby agrees to indemnify
                  and hold harmless the Company and its respective stockholders,
                  directors, employees, agents and each person, if any, who
                  controls any of the foregoing within the meaning of the Act,
                  against any and all losses, claims, damages or liabilities, to
                  which the Company or any of the Company's stockholders,
                  directors, employees, agents or controlling persons may become
                  subject, under the Act or otherwise, insofar as such losses,
                  claims, damages, or liabilities (or actions in respect
                  thereof) arise out of or are based upon any authorized written
                  statement with respect to the offering made by the Investor,
                  its stockholders, directors, partners, agents or employees, or
                  any breach by such Investor of its obligations,
                  representations or warranties hereunder.

                                    (c) Promptly after receipt by an indemnified
                  party under either subparagraph (a) or (b), as the case may
                  be, of the notice of commencement of any action covered by
                  subparagraph (a) or (b), such indemnified party shall within
                  five business days notify the indemnifying party of the
                  commencement thereof; the omission by one indemnified party to
                  so notify such indemnifying party shall not relieve the
                  indemnifying party of its obligations hereunder except to the
                  extent such indemnifying part has been materially prejudiced
                  by such omission, shall not relieve the indemnifying party of
                  its obligation to indemnify any other indemnified party that
                  has given such notice and shall not relieve the indemnifying
                  party of any liability outside of this indemnification. In the
                  event that any action is brought against the indemnified
                  party, and it shall notify the indemnifying party in a timely
                  manner, the indemnifying party will be entitled to participate
                  in such action and, to the extent it may desire, to assume and
                  control the defense thereof with counsel chosen by it. After
                  notice from the indemnifying party to such indemnified party
                  of its election to so assume the defense thereof, the
                  indemnifying party will not be liable to such indemnified
                  party under such subparagraph for any legal or other expense
                  subsequently incurred by such indemnified party in connection
                  with the defense thereof, but the indemnified party may, at
                  its own expenses, participate in such defense by counsel
                  chosen by it without, however, impairing the indemnifying
                  party's control of the defense. Notwithstanding anything to
                  the contrary contained herein, the indemnified party shall
                  have the right to choose its own counsel and control the
                  defense of any action, all at the reasonable expense of the
                  indemnifying party, if (i) the employment of such counsel
                  shall have been authorized in writing by the indemnifying
                  party in connection with the defense of such action at the
                  expense of the indemnifying party, (ii) the indemnifying party
                  shall not have employed counsel reasonably satisfactory to
                  such indemnified party to have charge of the defense of such
                  action within a reasonable time after notice of commencement
                  of the action, or (iii) such indemnified party shall have
                  reasonably conclude that there may be defenses available to
                  such indemnified party that differ from the defenses available
                  to the indemnifying party (in which case the indemnifying
                  party shall not have the right to direct the defense of such
                  action on behalf of such indemnified party), in any of which
                  events such reasonable fees and expenses of one additional
                  counsel (for all indemnified parties) shall be borne by the
                  indemnifying party (in the case of the Investor, one
                  additional counsel for Investor. No settlement of any action
                  or proceeding against an indemnified party shall be made
                  without the consent of the indemnified party, which consent
                  shall not be unreasonably withheld.

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                                    (d) In order to provide for just and
                  equitable contribution under the Act in any case in which (i)
                  any indemnified party makes a claim for indemnification
                  pursuant to this paragraph but it is judicially determined (by
                  entry of a final judgment or decree by a court of competent
                  jurisdiction and the expiration of the time to appeal or the
                  denial of the last right of appeal) that such indemnification
                  may not be enforced in such case, notwithstanding the fact the
                  this paragraph provides for indemnification in such case, or
                  (ii) contribution under the Act is required on the part of any
                  such person in circumstances for which indemnification is
                  provided under this paragraph, then, in each such case, the
                  relevant Investor shall contribute to the aggregate losses,
                  claims, damages or liabilities to which it may be subject
                  (after any contributions from others) in the same proportion
                  as the amount of the Notes purchased by such Investor pursuant
                  to the Subscription Agreement bears to the aggregate offering
                  of the Notes, and the Company shall be responsible for the
                  remaining portion thereof; provided, that in any such case, no
                  person guilty of a fraudulent misrepresentation (within the
                  meaning of Section 11(f) of the Act) shall be entitled to
                  contribution from any person who was not guilty of such
                  fraudulent misrepresentation.

                                   ARTICLE VI
                                     NOTICES

All notices provided for in this Agreement shall be in writing signed by the
party giving such notice, and 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, telegram or
similar means of communication. Notices 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. Notices shall be sent to the addresses
set forth below each Party's signature on this Agreement.

                                   ARTICLE VII
                                  MISCELLANEOUS

                                    (a) This Agreement 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
                  of conflicts of law. The agreed upon venue for any claim
                  hereunder shall be the state and federal courts located in
                  Orange County, California.

                                    (b) This Agreement shall be binding upon and
                  inure to the benefit of the Parties hereto and their
                  respective successors and assigns.

                                    (c) This Agreement represents the entire
                  agreement between the Parties relating to the subject matter
                  hereof, superseding any and all prior to contemporaneous oral
                  and prior written agreements and understandings. This
                  Agreement may not be modified or amended nor may any right be
                  waived except by a writing signed by the party against whom
                  the modification or waiver is sought to be enforced.

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<PAGE>

                                    (d) The warranties, representations and
                  covenants of the Company and the Investor contained in or made
                  pursuant to this Agreement shall survive the execution and
                  delivery of this Agreement and the Closing.

                                    (e) The captions and headings contained
                  herein are solely for convenience of reference and do not
                  constitute a part of this Agreement.

                                    (f) There are no unlicensed finder fees or
                  commissions owed in connection with the sale of the Notes.
                  However, the Company may pay compensation not to exceed 12%
                  cash commission and 15% five year warrant coverage exercisable
                  at 100% of the conversion price of the Notes to broker/dealers
                  who are registered with the SEC and members of the National
                  Association of Securities Dealers, Inc.

                                    (g) Each of the attachments hereto is hereby
                  incorporated herein as if each of such attachments were fully
                  set forth herein in its entirety. Each of such attachments is
                  hereby expressly made a part of this Agreement.

                                    (h) The terms of the offering and of the
                  Notes may only be amended or modified by the agreement of
                  Investor subscribing for and/or holders of a majority of the
                  Notes.

                                    (i) This Agreement may be executed in two or
                  more counterparts, each of which shall be deemed an original,
                  but all of which together shall constitute one and the same
                  instrument.

                                    (j) 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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<PAGE>


         IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto
have executed this Agreement and as of the day of , 2005.

                                    COMPANY:

                                    Raptor Networks Technology, Inc.,
                                    a Colorado corporation



                                    ________________________________________
                                    By:_____________________________________
                                    Its:____________________________________
                                    Address: 1241 E.  Dyer Road, Suite 150
                                    Santa Ana, California 92705

                                    INVESTOR:



                                    ________________________________________
                                    By:_____________________________________

                                    JOINTLY WITH:


                                    ________________________________________
                                    By:_____________________________________

                                    INVESTOR ADDRESS:



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