IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                                October 27, 2005

Securities Transfer Corporation
2591 Dallas Parkway
Frisco, Texas 75034

Attention: George Johnson

      RE:   NETFABRIC HOLDINGS, INC.

Ladies and Gentlemen:

      Reference is made to that certain Securities Purchase Agreement (the
"Securities Purchase Agreement") of even date herewith by and between NetFabric
Holdings, Inc., a Delaware corporation (the "Company"), and the Buyer set forth
on Schedule I attached thereto (the "Buyer") and that certain Officer Pledge and
Escrow Agreement (the "Officer Pledge Agreement") of even date herewith among
the Company, the Buyer, Jeff Robinson, and the Escrow Agent. Pursuant to the
Securities Purchase Agreement, the Company shall sell to the Buyers, an the
Buyer shall purchase from the Company, convertible debentures (collectively, the
"Debentures") in the aggregate principal amount of One Million Six Hundred Fifty
Thousand Dollars ($1,650,000), plus accrued interest, which are convertible into
shares of the Company's common stock, par value $0.001 per share (the "Common
Stock"), at the Buyers discretion. The Company has also issued to the Buyer a
warrant to purchase up to 560,000 shares of Common Stock, at the Buyer
discretion ("Warrant"). These instructions relate to the following stock or
proposed stock issuances or transfers:

      1.    The Company has agreed to issue to the Buyers up to 16,500,000
            shares of the Company's Common Stock upon conversion of the
            Debentures ("Conversion Shares") plus the shares of Common Stock to
            be issued to the Buyers upon conversion of accrued interest and
            liquidated damages into Common Stock (the "Interest Shares").

      2.    Jeff Robinson has prepared stock certificates representing 1,428,572
            shares (the "Escrowed Shares") of the Common Stock, which has been
            delivered to the Escrow Agent pursuant to the Officer Pledge
            Agreement.

<PAGE>

      3.    Up to 560,000 shares of Common Stock to be issued upon the exercise
            of the Warrant ("Warrant Shares").

This letter shall serve as our irrevocable authorization and direction to
Securities Transfer Corporation (the "Transfer Agent") to do the following:

      1.    Conversion Shares.

            a.    Instructions Applicable to Transfer Agent. With respect to the
                  Conversion Shares and the Interest Shares, the Transfer Agent
                  shall issue the Conversion Shares and the Interest Shares to
                  the Buyers from time to time upon delivery to the Transfer
                  Agent of a properly completed and duly executed Conversion
                  Notice (the "Conversion Notice"), in the form attached hereto
                  as Exhibit I, delivered on behalf of the Company to the
                  Transfer Agent by the Escrow Agent. Upon receipt of a
                  Conversion Notice, the Transfer Agent shall within three (3)
                  Trading Days thereafter (i) issue and surrender to a common
                  carrier for overnight delivery to the address as specified in
                  the Conversion Notice, a certificate, registered in the name
                  of the Buyers or their designees, for the number of shares of
                  Common Stock to which the Buyers shall be entitled as set
                  forth in the Conversion Notice or (ii) provided Transfer Agent
                  are participating in The Depository Trust Company ("DTC") Fast
                  Automated Securities Transfer Program, upon the request of the
                  Buyers, credit such aggregate number of shares of Common Stock
                  to which the Buyers shall be entitled to the Buyers' or their
                  designees' balance account with DTC through its Deposit
                  Withdrawal At Custodian ("DWAC") system provided the Buyers
                  causes its bank or broker to initiate the DWAC transaction.
                  For purposes hereof "Trading Day" shall mean any day on which
                  the Nasdaq Market is open for customary trading.

            b.    The Company hereby confirms to the Transfer Agent and the
                  Buyers that certificates representing the Conversion Shares
                  shall not bear any legend restricting transfer and should not
                  be subject to any stop-transfer restrictions and shall
                  otherwise be freely transferable on the books and records of
                  the Company; provided that counsel to the Company delivers (i)
                  the Notice of Effectiveness set forth in Exhibit II attached
                  hereto and (ii) an opinion of counsel in the form set forth in
                  Exhibit III attached hereto, and that if the Conversion Shares
                  and the Interest Shares are not registered for sale under the
                  Securities Act of 1933, as amended, then the certificates for
                  the Conversion Shares and Interest Shares shall bear the
                  following legend:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
                  APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN
                  ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
                  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
                  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS,
                  OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO
                  THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
                  OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO
                  RULE 144 UNDER SAID ACT."


                                       2
<PAGE>

            c.    In the event that counsel to the Company fails or refuses to
                  render an opinion as required to issue the Conversion Shares
                  in accordance with the preceding paragraph (either with or
                  without restrictive legends, as applicable), then the Company
                  irrevocably and expressly authorizes counsel to the Buyers to
                  render such opinion. The Transfer Agent shall accept and be
                  entitled to rely on such opinion for the purposes of issuing
                  the Conversion Shares.

            d.    Instructions Applicable to Escrow Agent. Upon the Escrow
                  Agent's receipt of a properly completed conversion notice
                  substantially in the form attached as an exhibit to the
                  Debentures, the Escrow Agent shall, within one (1) Trading Day
                  thereafter, send to the Transfer Agent a Conversion Notice in
                  the form attached hereto as Exhibit I, which shall constitute
                  an irrevocable instruction to the Transfer Agent to process
                  such Conversion Notice in accordance with the terms of these
                  instructions.

      2.    Escrowed Shares.

            a.    With respect to the Escrowed Shares, upon an event of default
                  as set forth in the Officer Pledge Agreement, the Escrow Agent
                  shall send written notice to the Transfer Agent ("Escrow
                  Notice") to transfer such number of Escrow Shares as set forth
                  in the Escrow Notice to the Buyers. Upon receipt of an Escrow
                  Notice, the Transfer Agent shall promptly transfer such number
                  of Escrow Shares to the Buyers as shall be set forth in the
                  Escrow Notice delivered to the Transfer Agent by the Escrow
                  Agent. Further, the Transfer Agent shall promptly transfer
                  such shares from the Buyers to any subsequent transferee
                  promptly upon receipt of written notice from the Buyers or
                  their counsel. If the Escrow Shares are not registered for
                  sale under the Securities Act of 1933, as amended, then the
                  certificates for the Escrow Shares shall bear the legend set
                  forth in Section 1b.

            b.    In the event that counsel to the Company fails or refuses to
                  render an opinion as may be required by the Transfer Agent to
                  affect a transfer of the Escrow Shares (either with or without
                  restrictive legends, as applicable), then the Company
                  irrevocably and expressly authorizes counsel to the Buyers to
                  render such opinion. The Transfer Agent shall accept and be
                  entitles to rely on such opinion for the purpose of
                  transferring the Escrow Shares.


                                       3
<PAGE>

      3.    Warrant Shares.

            a.    Instructions Applicable to Transfer Agent. With respect to the
                  Warrant Shares, the Transfer Agent shall issue the Warrant
                  Shares to the Buyer from time to time upon delivery to the
                  Transfer Agent of a properly completed and duly executed
                  notice of the Buyer's election to exercise the Warrant (the
                  "Exercise Notice"), in the form attached hereto as Exhibit I,
                  specifying the number of Warrant Shares to be issued,
                  delivered on behalf of the Company to the Transfer Agent by
                  the David Gonzalez, Esq., as escrow agent (the "Escrow
                  Agent"). Upon receipt of an Exercise Notice, the Transfer
                  Agent shall use its best efforts to within three (3) Trading
                  Days thereafter (i) issue and surrender to a common carrier
                  for overnight delivery to the address as specified in the
                  Exercise Notice, a certificate, registered in the name of the
                  Buyer or its designees, for the number of shares of Common
                  Stock to which the Buyer shall be entitled as set forth in the
                  Exercise Notice or (ii) provided Transfer Agent are
                  participating in The Depository Trust Company ("DTC") Fast
                  Automated Securities Transfer Program, upon the request of the
                  Buyer, credit such aggregate number of shares of Common Stock
                  to which the Buyer shall be entitled to the Buyer's or its
                  designees' balance account with DTC through its Deposit
                  Withdrawal At Custodian ("DWAC") system provided the Buyer
                  causes its bank or broker to initiate the DWAC transaction.
                  For purposes hereof "Trading DAY" shall mean any day on which
                  the Nasdaq Market is open for customary trading.

                  The Company hereby confirms to the Transfer Agent and Cornell
                  that certificates representing the Warrant Shares shall not
                  bear any legend restricting transfer and should not be subject
                  to any stop-transfer restrictions and shall otherwise be
                  freely transferable on the books and records of the Company;
                  provided that counsel to the Company delivers (i) the Notice
                  of Effectiveness set forth in Exhibit II attached hereto and
                  (ii) an opinion of counsel in the form set forth in Exhibit
                  III attached hereto, and that if the Warrant Shares are not
                  registered for sale under the Securities Act of 1933, as
                  amended, then the certificates for the Warrant Shares shall
                  bear the restrictive legend referenced above in Section 1b.

            b.    In the event that counsel to the Company fails or refuses to
                  render an opinion as required to issue the Warrant Shares in
                  accordance with the preceding paragraph (either with or
                  without restrictive legends, as applicable), then the Company
                  irrevocably and expressly authorizes counsel to the Buyer to
                  render such opinion. The Transfer Agent shall accept and be
                  entitled to rely on such opinion for the purposes of issuing
                  the Warrant Shares.

            c.    Instructions Applicable to Escrow Agent. Upon the Escrow
                  Agent's receipt of a properly completed exercise notice
                  substantially in the form attached as an exhibit to the
                  Warrant and the Aggregate Exercise Price (as defined in the
                  Warrant), the Escrow Agent shall, within one (1) Trading Day
                  thereafter, send to the Transfer Agent an Exercise Notice in
                  the form attached hereto as Exhibit I, which shall constitute
                  an irrevocable instruction to the Transfer Agent to process
                  such Exercise Notice in accordance with the terms of these
                  instructions.


                                       4
<PAGE>

      4.    All Shares.

            a.    The Transfer Agent shall reserve for issuance to the Buyer the
                  Conversion Shares, the Escrowed Shares, and the Warrant
                  Shares. All such shares shall remain in reserve with the
                  Transfer Agent until the Buyers provides the Transfer Agent
                  instructions that the shares or any part of them shall be
                  taken out of reserve and shall no longer be subject to the
                  terms of these instructions.

            b.    The Transfer Agent shall rely exclusively on the Conversion
                  Notice, the Escrow Notice, or the Exercise Notice and shall
                  have no liability for relying on such instructions. Any
                  Conversion Notice, Escrow Notice, or Exercise Notice delivered
                  hereunder shall constitute an irrevocable instruction to the
                  Transfer Agent to process such notice or notices in accordance
                  with the terms thereof. Such notice or notices may be
                  transmitted to the Transfer Agent by facsimile or any
                  commercially reasonable method.

            c.    The Company hereby confirms to the Transfer Agent and the
                  Buyers that no instructions other than as contemplated herein
                  will be given to Transfer Agent by the Company with respect to
                  the matters referenced herein. The Company hereby authorizes
                  the Transfer Agent, and the Transfer Agent shall be obligated,
                  to disregard any contrary instructions received by or on
                  behalf of the Company.

      Certain Notice Regarding the Escrow Agent. The Company and the Transfer
Agent hereby acknowledge that the Escrow Agent is general counsel to the Buyers,
a partner of the general partner of the Buyers and counsel to the Buyers in
connection with the transactions contemplated and referred herein. The Company
and the Transfer Agent agree that in the event of any dispute arising in
connection with this Agreement or otherwise in connection with any transaction
or agreement contemplated and referred herein, the Escrow Agent shall be
permitted to continue to represent the Buyers and neither the Company nor the
Transfer Agent will seek to disqualify such counsel.

      The Company hereby agrees that it shall not replace the Transfer Agent as
the Company's transfer agent without the prior written consent of the Buyers.

      The Transfer Agent may cease to provide any issuance or transfer agent
services as contemplated by this agreement if the Company is not current in all
its outstanding payment obligations for services provided by the Transfer Agent
during the last thirty (30) day period, provided, however, that the Buyer may
pay for the cost associated with any issuances, or transfers of stock
contemplated by this agreement, and the Transfer Agent shall then continue to
provide issuance and transfer agent services as stipulated by this agreement.
The Transfer Agent shall provide ten days' advance written notice to the Buyer
before any attempt by the Transfer Agent to cease to provide any issuance or
transfer agent services as contemplated by this agreement shall become
effective. Upon notice that the Transfer Agent is resigning, the Company shall
have the obligation to retain a new transfer agent that will agree to be bound
by the terms of this agreement.


                                       5
<PAGE>

      The Company herby confirms that while any portion of the Debentures remain
unpaid and unconverted the Company and the Transfer Agent shall not, without the
prior consent of the Buyers, (i) issue any Common Stock or preferred stock with
or without consideration, (ii) issue any Preferred Stock, warrant, option,
right, contract, call, or other security or instrument granting the holder
thereof the right to acquire Common Stock with or without consideration, (iii)
issue any S-8 shares of the Company's Common Stock, except to register up to
9,000,000 shares of common stock issued pursuant to the Obligor's 2005 stock
option plan. Notwithstanding the forgoing, the Company shall be entitled to
issue or sell up to $5,000,000 of shares of Common Stock or Preferred Stock for
a consideration per share of up to 20% below the closing Bid Price of the Common
Stock determined immediately prior to its issuance, without first obtaining the
prior written consent of the Buyers provided that the Company obtains lock up
agreements from the purchasers in connection with such an issuance for a period
of at least one year from the date of issuance of such stock.

      The Company and the Transfer Agent hereby acknowledge and confirm that
complying with the terms of this Agreement does not and shall not prohibit the
Transfer Agent from satisfying any and all fiduciary responsibilities and duties
it may owe to the Company.

      The Company and the Transfer Agent acknowledge that the Buyers is relying
on the representations and covenants made by the Company and the Transfer Agent
hereunder and are a material inducement to the Buyers purchasing convertible
debentures under the Securities Purchase Agreement. The Company and the Transfer
Agent further acknowledge that without such representations and covenants of the
Company and the Transfer Agent made hereunder, the Buyers would not purchase the
Debentures.

      Each party hereto specifically acknowledges and agrees that in the event
of a breach or threatened breach by a party hereto of any provision hereof, the
Buyers will be irreparably damaged and that damages at law would be an
inadequate remedy if these Irrevocable Transfer Agent Instructions were not
specifically enforced. Therefore, in the event of a breach or threatened breach
by a party hereto, including, without limitation, the attempted termination of
the agency relationship created by this instrument, the Buyers shall be
entitled, in addition to all other rights or remedies, to an injunction
restraining such breach, without being required to show any actual damage or to
post any bond or other security, and/or to a decree for specific performance of
the provisions of these Irrevocable Transfer Agent Instructions.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       6
<PAGE>

      IN WITNESS WHEREOF, the parties have caused this letter agreement
regarding Irrevocable Transfer Agent Instructions to be duly executed and
delivered as of the date first written above.

                                        COMPANY:

                                        NETFABRIC HOLDINGS, INC.


                                        By:  /s/ Jeff Robinson
                                            ------------------------------------
                                        Name:  Jeff Robinson
                                        Title: Chairman and Chief Executive
                                               Officer

                                          /s/ David Gonzalez
                                        ----------------------------------------
                                        David Gonzalez, Esq.

SECURITIES TRANSFER CORPORATION

By:_______________________________
Name:_____________________________
Title:____________________________


                                       7
<PAGE>

                                   SCHEDULE I

                               SCHEDULE OF BUYERS

<TABLE>
<CAPTION>
                                                                                ADDRESS/FACSIMILE
NAME                                    SIGNATURE                               NUMBER OF BUYERS
----------------------------            --------------------------------        ------------------------------
<S>                                     <C>                                     <C>
Cornell Capital Partners, LP            By:   Yorkville Advisors, LLC           101 Hudson Street - Suite 3700
                                        Its:  General Partner                   Jersey City, NJ 07303
                                                                                Facsimile: (201) 985-8266

                                        By:  /s/ Mark Angelo
                                            ----------------------------
                                        Name: Mark Angelo
                                        Its:  Portfolio Manager
</TABLE>


                                  SCHEDULE I-1
<PAGE>

                                    EXHIBIT I

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                            FORM OF CONVERSION NOTICE

      Reference is made to the Securities Purchase Agreement (the "Securities
Purchase Agreement") between NetFabric Holdings, Inc., (the "Company"), and the
Buyers set forth on Schedule I attached thereto dated October 27, 2005. In
accordance with and pursuant to the Securities Purchase Agreement, the
undersigned hereby elects to convert convertible debentures into shares of
common stock, par value $0.001 per share (the "Common Stock"), of the Company
for the amount indicated below as of the date specified below.

Conversion Date:                        ________________________________________

Amount to be converted:                 $_______________________________________

Conversion Price:                       $_______________________________________

Shares of Common Stock Issuable:        ________________________________________

Amount of Debenture unconverted:        $_______________________________________

Amount of Interest Converted:           $_______________________________________

Conversion Price of Interest:           $_______________________________________

Shares of Common Stock Issuable:        ________________________________________

Amount of Liquidated Damages:           $_______________________________________

Conversion Price of Liquidated Damages: $_______________________________________

Shares of Common Stock Issuable:        ________________________________________

Total Number of shares of Common Stock
to be issued:                           ________________________________________


                                   EXHIBIT I-1
<PAGE>

Please issue the shares of Common Stock in the following name and to the
following address:

Issue to:                               ________________________________________

Authorized Signature:                   ________________________________________

Name:                                   ________________________________________

Title:                                  ________________________________________

Phone #:                                ________________________________________

Broker DTC Participant Code:            ________________________________________

Account Number*:                        ________________________________________

     * NOTE THAT RECEIVING BROKER MUST INITIATE TRANSACTION ON DWAC SYSTEM.


                                       2
<PAGE>

                                   EXHIBIT II

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

_________, 2005

Securities Transfer Corporation
2591 Dallas Parkway
Frisco, Texas 75034

Attention: George Johnson

RE:   NETFABRIC HOLDINGS, INC.

Ladies and Gentlemen:

      We are counsel to NetFabric Holdings, Inc., (the "Company"), and have
represented the Company in connection with that certain Securities Purchase
Agreement, dated as of October 27, 2005 (the "Securities Purchase Agreement"),
entered into by and among the Company and the Buyers set forth on Schedule I
attached thereto (collectively the "Buyers") pursuant to which the Company has
agreed to sell to the Buyers up to One Million Six Hundred Fifty Thousand
Dollars ($1,650,000) of secured convertible debentures, which shall be
convertible into shares (the "Conversion Shares") of the Company's common stock,
par value $0.001 per share (the "Common Stock"), in accordance with the terms of
the Securities Purchase Agreement. Pursuant to the Securities Purchase
Agreement, the Company also has entered into an Investor Registration Rights
Agreement, dated as of October 27, 2005, with the Buyers (the "Investor
Registration Rights Agreement") pursuant to which the Company agreed, among
other things, to register the Conversion Shares under the Securities Act of
1933, as amended (the "1933 Act"). In connection with the Company's obligations
under the Securities Purchase Agreement and the Registration Rights Agreement,
on _______ ____, 2005, the Company filed a Registration Statement (File No.
___-_________) (the "Registration Statement") with the Securities and Exchange
Commission (the "SEC") relating to the sale of the Conversion Shares.

      In connection with the foregoing, we advise the Transfer Agent that a
member of the SEC's staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the 1933 Act at
____ P.M. on __________, 2005 and we have no knowledge, after telephonic inquiry
of a member of the SEC's staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before, or
threatened by, the SEC and the Conversion Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.


                                  EXHIBIT II-1
<PAGE>

      The Buyers has confirmed it shall comply with all securities laws and
regulations applicable to it including applicable prospectus delivery
requirements upon sale of the Conversion Shares.

                                                Very truly yours,


                                                By:
                                                    ----------------------------


                                  EXHIBIT II-2
<PAGE>

                                   EXHIBIT III

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                                 FORM OF OPINION

________________ 2005

VIA FACSIMILE AND REGULAR MAIL

Securities Transfer Corporation
2591 Dallas Parkway
Frisco, Texas 75034

Attention: George Johnson

      RE:   NETFABRIC HOLDINGS, INC.

Ladies and Gentlemen:

      We have acted as special counsel to NetFabric Holdings, Inc. (the
"Company"), in connection with the registration of ___________shares (the
"Shares") of its common stock with the Securities and Exchange Commission (the
"SEC"). We have not acted as your counsel. This opinion is given at the request
and with the consent of the Company.

      In rendering this opinion we have relied on the accuracy of the Company's
Registration Statement on Form SB-2, as amended (the "Registration Statement"),
filed by the Company with the SEC on _________ ___, 2005. The Company filed the
Registration Statement on behalf of certain selling stockholders (the "Selling
Stockholders"). This opinion relates solely to the Selling Shareholders listed
on Exhibit "A" hereto and number of Shares set forth opposite such Selling
Stockholders' names. The SEC declared the Registration Statement effective on
__________ ___, 2005.

      We understand that the Selling Stockholders acquired the Shares in a
private offering exempt from registration under the Securities Act of 1933, as
amended. Information regarding the Shares to be sold by the Selling Shareholders
is contained under the heading "Selling Stockholders" in the Registration
Statement, which information is incorporated herein by reference. This opinion
does not relate to the issuance of the Shares to the Selling Stockholders. The
opinions set forth herein relate solely to the sale or transfer by the Selling
Stockholders pursuant to the Registration Statement under the Federal laws of
the United States of America. We do not express any opinion concerning any law
of any state or other jurisdiction.

      In rendering this opinion we have relied upon the accuracy of the
foregoing statements.


                                  EXHIBIT III-1
<PAGE>

      Based on the foregoing, it is our opinion that the Shares have been
registered with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and that Securities Transfer Corp. may remove the
restrictive legends contained on the Shares. This opinion relates solely to the
number of Shares set forth opposite the Selling Stockholders listed on Exhibit
"A" hereto.

      This opinion is furnished to Securities Transfer Corp. specifically in
connection with the issuance of the Shares, and solely for your information and
benefit. This letter may not be relied upon by Securities Transfer Corp. in any
other connection, and it may not be relied upon by any other person or entity
for any purpose without our prior written consent. This opinion may not be
assigned, quoted or used without our prior written consent. The opinions set
forth herein are rendered as of the date hereof and we will not supplement this
opinion with respect to changes in the law or factual matters subsequent to the
date hereof.

Very truly yours,


                                  EXHIBIT III-2
<PAGE>

                                   EXHIBIT "A"

                         (LIST OF SELLING STOCKHOLDERS)

NAME:                                                 NO. OF SHARES:
---------------------------------------------------   --------------------------


                                   EXHIBIT A-1