Re: Waiver of Interest Payment

Reference is hereby made to (i) those certain Senior Secured Convertible Notes, dated as of January 19, 2007 and August 1, 2007 (the “ Notes ”), by Raptor Networks Technology, Inc., a Colorado corporation (the “ Company ”) in favor of Castlerigg Master Investments Ltd. (“ Investor ”) and (ii) that certain Securities Purchase Agreement, dated July 28, 2008, by and among the Company, the Investor and the other investors party thereto (the “ 2008 Securities Purchase Agreement ”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Notes.

The Investor hereby agrees that, notwithstanding anything contained in Sections 2 and 26(b) of the Notes, the Investor shall grant the Company a limited waiver by which  the Interest otherwise due under the Notes for the quarterly period ending September 30, 2009  in the amount of    $ 162,462 shall, instead of being paid in cash by the Company as required under the Notes, be added to and become a part of the Principal and, accordingly, shall bear Interest and be repaid as provided in the Notes.

This waiver shall become effective upon the execution and delivery of this waiver by the parties hereto (such date, the “ Effective Date ”).

The Company shall be responsible to pay the fees and expenses incurred by the Investor (including counsel fees) incident to the negotiation, preparation, execution, delivery and performance of this waiver.  Except as modified by the provisions hereof, the Notes will remain in full force and effect in accordance with its terms. Except as set forth herein, the execution of this waiver and any discussions, negotiations, correspondence and other communications, drafts of documents and meetings among the parties hereto do not represent and shall not be construed or relied upon as being (i) a waiver of or prejudicial to any rights the parties may have or (ii) a waiver of the parties' rights under any statute or under any applicable law, or (iii) an admission or declaration against interest by either party hereto.

This waiver may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and be effective as of the date written above; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

If any provision of this waiver is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this waiver so long as this waiver as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provisions(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.  The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which com