SECURITIES PURCHASE AGREEMENT





      SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of March 31,

2008, by and among Raptor Networks Technology, Inc., a Colorado corporation,

with headquarters located at 1241 E. Dyer Road, Suite 150, Santa Ana, California

92705 (the "COMPANY"), and the investors listed on the Schedule of Buyers

attached hereto (individually, a "BUYER" and collectively, the "BUYERS").



      WHEREAS:



      A.    The Company and each Buyer is executing and delivering this

Agreement in reliance upon the exemption from securities registration afforded

by Section 4(2) of the Securities Act of 1933, as amended (the "1933 ACT"), and

Rule 506 of Regulation D ("REGULATION D") as promulgated by the United States

Securities and Exchange Commission (the "SEC") under the 1933 Act.



      B.    The Company has authorized a new series of senior secured

convertible notes of the Company which notes shall be convertible into the

Company's common stock, par value $0.001 per share (the "COMMON STOCK"), in

accordance with the terms of the Notes (as defined below).



      C.    Each Buyer wishes to purchase, and the Company wishes to sell, upon

the terms and conditions stated in this Agreement, (i) that aggregate principal

amount of the Notes, in substantially the form attached hereto as Exhibit A (the

"NOTES"), set forth opposite such Buyer's name in column (3) on the Schedule of

Buyers attached hereto (which aggregate amount for all Buyers shall be

$3,125,000) (as converted, collectively, the "CONVERSION SHARES"), (ii)

warrants, in substantially the form attached hereto as Exhibit B (the

"WARRANTS"), to acquire that number of shares of Common Stock set forth opposite

such Buyer's name in column (4) on the Schedule of Buyers (as exercised,

collectively, the "WARRANT SHARES") and (iii) that aggregate number of shares

(the "COMMON SHARES") of Common Stock, set forth opposite such Buyer's name in

column (5) on the Schedule of Buyers (which aggregate amount for all Buyers

shall be 3,125,000 shares).



      D.    Contemporaneously with the execution and delivery of this Agreement,

the parties hereto are executing and delivering a Registration Rights Agreement,

substantially in the form attached hereto as Exhibit C (the "REGISTRATION RIGHTS

AGREEMENT"), pursuant to which the Company has agreed to provide certain

registration rights with respect to the Registrable Securities (as defined in

the Registration Rights Agreement) under the 1933 Act and the rules and

regulations promulgated thereunder, and applicable state securities laws.



      E.    The Notes, the Conversion Shares, the Common Shares, the Warrants

and the Warrant Shares collectively are referred to herein as the "SECURITIES".



      F.    The Notes will rank senior to all outstanding and future

indebtedness of the Company, guaranteed by each of the Company's subsidiaries,

and will be secured by a first priority, perfected security interest in all of

the assets of the Company and the stock and assets of each of the Company's

subsidiaries, as evidenced by (i) a pledge agreement, in the form attached

hereto as Exhibit D (as amended or modified from time to time in accordance with

its terms, the "PLEDGE AGREEMENT"), (ii) a security agreement, in the form

attached hereto as Exhibit E (as amended or modified from time to time in

accordance with its terms, the "SECURITY AGREEMENT"), (iii) an intellectual

property security agreement, in the form attached hereto as Exhibit F (as

amended or modified from time to time in accordance with its terms, the "IP

SECURITY AGREEMENT") and (iv) the guaranties of the subsidiaries of the Company

in the form attached hereto as Exhibit G (as amended or modified from time to

time in accordance with its terms, the "GUARANTY" and, together with the Pledge

Agreement, the Security Agreement, the IP Security Agreement and any ancillary

documents related thereto, collectively the "SECURITY DOCUMENTS"). All payments

due under the Notes shall rank pari passu with each other and the Other Notes.



{PAGE}



      NOW, THEREFORE, the Company and each Buyer hereby agree as follows:



      1.    PURCHASE AND SALE OF NOTES, WARRANTS AND COMMON SHARES.



            (a)   Purchase of Notes, Warrants and Common Shares. Subject to the

satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below,

the Company shall issue and sell to each Buyer, and each Buyer severally, but

not jointly, agrees to purchase from the Company on the Closing Date (as defined

below), (w) a principal amount of Notes as is set forth opposite such Buyer's

name in column (3) on the Schedule of Buyers and (x) Warrants to acquire that

number of Warrant Shares as is set forth opposite such Buyer's name in column

(4) on the Schedule of Buyers and (y) the number of Common Shares as is set

forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the

"CLOSING").



            (b)   Purchase Price. The purchase price for each Buyer of the

Notes, the Warrants and the Common Shares to be purchased by each such Buyer at

the Closing (the "PURCHASE PRICE") shall be the amount set forth opposite such

Buyer's name in column (7) of the Schedule of Buyers. Each Buyer shall pay $1.00

for each $1.00 of principal amount of Notes and the related Warrants and Common

Shares to be purchased at the Closing. The Buyers and the Company agree that the

Notes, Common Shares and the Warrants constitute an "investment unit" for

purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended

(the "CODE"). The Buyers and the Company mutually agree that the allocation of

the issue price of such investment unit between the Notes, Common Shares and the

Warrants in accordance with Section 1273(c)(2) of the Code and Treasury

Regulation Section 1.1273-2(h) shall be an aggregate amount of $312,500

allocated to the Warrants, an aggregate of $468,750 allocated to the Common

Shares and the balance of the Purchase Price allocated to the Notes, and neither

the Buyers nor the Company shall take any position inconsistent with such

allocation in any tax return or in any judicial or administrative proceeding in

respect of taxes. The Buyers and the Company mutually agree that the foregoing

allocation of the issue price of such investment unit between the Notes, Common

Shares and the Warrants shall not be used to determine the anti-dilution

adjustments under the Prior Transaction Documents (as defined below).



            (c)   Closing Date. The date and time of the Closing (the "CLOSING

DATE") shall be 10:00 a.m., New York City time, on the date hereof after

notification of satisfaction (or waiver) of the conditions to the Closing set

forth in Sections 6 and 7 below (or such later date as is mutually agreed to by

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