REGISTRATION RIGHTS AGREEMENT



      REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March 31,

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

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

92705 (the "COMPANY"), and the undersigned investors (each, an "INVESTOR", and

collectively, the "INVESTORS").



      WHEREAS:



      A.    In connection with the Securities Purchase Agreement, dated as of

the date hereof, by and among the Company and the Investors (the "SECURITIES

PURCHASE AGREEMENT"), the Company has agreed, upon the terms and subject to the

conditions set forth in the Securities Purchase Agreement, to issue and sell to

each Investor (i) senior secured convertible notes of the Company (the "NOTES"),

which will, among other things, be convertible into shares of the Company's

common stock, $0.001 par value per share (the "COMMON STOCK", as converted, the

"CONVERSION SHARES") in accordance with the terms of the Notes, (ii) warrants

(the "WARRANTS"), which will be exercisable to purchase shares of Common Stock

(as exercised collectively, the "WARRANT SHARES") and (iii) shares of Common

Stock (the "COMMON SHARES").



      B.    In accordance with the terms of the Securities Purchase Agreement,

the Company has agreed to provide certain registration rights under the

Securities Act of 1933, as amended, and the rules and regulations thereunder, or

any similar successor statute (collectively, the "1933 ACT"), and applicable

state securities laws.



      NOW, THEREFORE, in consideration of the premises and the mutual covenants

contained herein and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Company and each of the

Investors hereby agree as follows:



      1.    DEFINITIONS.



      Capitalized terms used herein and not otherwise defined herein shall have

the respective meanings set forth in the Securities Purchase Agreement. As used

in this Agreement, the following terms shall have the following meanings:



            a.    "2007 REGISTRATION RIGHTS AGREEMENT" means that certain

Registration Rights Agreement, dated as of July 31, 2007, by and among the

Company and the investors listed on the signature pages thereto.



            b.    "ADDITIONAL EFFECTIVE DATE" means the date that the applicable

Additional Registration Statement is declared effective by the SEC.



            c.    "ADDITIONAL EFFECTIVENESS DEADLINE" means the date which is

(i) in the event that an Additional Registration Statement is not subject to a

review by the SEC, 60 calendar days after the earlier of the Additional Filing

Deadline and the Additional Filing Date or (ii) in the event that an Additional

Registration Statement is subject to a review by the SEC, 90 calendar days after

the earlier of the Additional Filing Deadline and the Additional Filing Date.



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            d.    "ADDITIONAL FILING DATE" means the date that the applicable

Additional Registration Statement is filed with the SEC.



            e.    "ADDITIONAL FILING DEADLINE" means 30 calendar days from the

date of the applicable Investor Demand; PROVIDED HOWEVER, that if such date

would otherwise fall between February 11 and April 14 of a particular year and

the Company's most recent 1934 Act (as defined below) reports do not include

financial statements less than 135 days old, such date shall be extended for

that particular Additional Registration Statement to April 15 of such year.



            f.    "ADDITIONAL REGISTRABLE SECURITIES" means (i) the Conversion

Shares issued or issuable upon conversion of the Notes then outstanding and not

previously registered on a Registration Statement, (ii) the Warrant Shares

issuable upon the exercise of any Warrants then outstanding and not previously

registered on a Registration Statement, (iii) the Common Shares outstanding and

not previously registered on a Registration Statement, and (iv) any capital

stock of the Company issued or issuable with respect to the Conversion Shares,

the Notes, the Warrant Shares, the Warrants or the Common Shares as a result of

any stock split, stock dividend, recapitalization, exchange or similar event or

otherwise, without regard to any limitations on conversions of the Notes or

exercises of the Warrants.



            g.    "ADDITIONAL REGISTRATION STATEMENT" a registration statement

or registration statements of the Company filed under the 1933 Act covering any

Additional Registrable Securities.



            h.    "ADDITIONAL REQUIRED REGISTRATION AMOUNT" means the Maximum

Allowable Amount of the remaining sum of (i) the number of previously

unregistered Conversion Shares issued and issuable pursuant to the Notes as of

the trading day immediately preceding the applicable date of determination, (ii)

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