CONNECTION WITH SUCH SALE, PLEDGE OR HYPOTHECATION, OR OTHER TRANSFER. THIS NOTE

 

                                                                  EXHIBIT 10.11

                  THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION
HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH
ACT UNLESS SOLD PURSUANT TO RULE 144 OF THAT ACT OR UNLESS THE SALE, PLEDGE,
HYPOTHECATION OR TRANSFER IS OTHERWISE EXEMPT FROM REGISTRATION. THE COMPANY MAY
REQUEST A WRITTEN OPINION OF COUNSEL (FROM COUNSEL ACCEPTABLE TO THE COMPANY)
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN
CONNECTION WITH SUCH SALE, PLEDGE OR HYPOTHECATION, OR OTHER TRANSFER. THIS NOTE
OR ANY SECURITY ISSUABLE UPON THE CONVERSION HEREOF MUST BE SURRENDERED TO THE
COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE,
HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN THIS NOTE OR ANY SUCH
SECURITY.

                        Raptor Networks Technology, Inc.
                             CONVERTIBLE BRIDGE NOTE

$__________                                             __________________, 2005

                                                        Due on Demand only after

                                 August 31, 2005

                  For value received, Raptor Networks Technology, Inc., a
Colorado corporation (the "Company"), hereby promises to pay, on demand, to the
order of ____________________________, an ____________ (the "Holder"), the
principal sum of __________________________________ and no/100ths Dollars
($_________). This Note is one of several Convertible Bridge Notes (the, "Bridge
Notes"), issued by the Company up to an aggregate principal amount of $2,200,000
and ranks PARI PASSU with each of such Bridge Notes and any debt instruments
issued while such Bridge Notes remain outstanding.

         1. CONVERSION OF PRINCIPAL AND INTEREST INTO QUALIFIED FINANCING. The
outstanding principal amount of this Note, together with all accrued but unpaid
interest hereunder (the "Outstanding Balance"), shall automatically convert into
shares issued in an equity or equity based financing with gross proceeds of at
least $4,000,000 (the "Closing"), if any, of the sale of the Company's
Convertible Debentures, Series A Preferred Stock , or common stock at a price
per share not to exceed $.50 per share (a "Qualified Financing") to investors;
PROVIDED, HOWEVER, that for purposes of determining the number of Shares and
Warrants to be received by the Holder upon such conversion, the Holder shall be
deemed to have tendered 120% of the Outstanding Balance of the Bridge Note as
payment of the purchase price of the Qualified Financing. In consideration for
the loan evidenced by this Note, the Holder of this Note shall also be issued
Bridge Warrants in the form attached as EXHIBIT A for the issuance of 60,000
shares of common stock of the Company at an exercise of $.60 per $100,000 of
Bridge Note principle amount.

         2. PAYMENT OF INTEREST AND PRINCIPAL. This Note will bear interest at a
rate of 10% per annum. Accrued interest on this Note shall be due and payable
upon conversion or maturity

         3. PREPAYMENTS. The Company may prepay all or any part of the principal
balance of this Note in cash at any time, without penalty or premium, prior to
maturity, subject to the bridge lender's right convert into the Qualified
Financing. All payments made on account of the indebtedness evidenced by this
Note shall be applied first to accrued but unpaid interest, if any, and the
remainder shall be applied to principal. All computations of interest hereunder
shall be made on the basis of a year consisting of 365/366 days for the actual
number of days elapsed, counting the day of disbursement and not counting the
day of payment.

         4. NONPAYMENT OF PRINCIPAL OR INTEREST. Any and all amounts of
principal and interest hereunder if not paid when due shall accrue interest at
the rate of 18% per annum or the maximum amount permitted under applicable law,
whichever is lower. If the Company fails to pay any amount of principal or
interest hereunder when due, the Company agrees to pay the Holder's costs of
collection, including the Holder's attorney's fees and expenses, whether or not
any court proceeding is instituted in connection with such collection.

         5. MISCELLANEOUS. This instrument and the rights and obligations of all
persons hereunder shall be governed by the laws of the State of Florida
applicable to contracts made and to be performed in that state. The Company
hereby waives demand, presentment for payment, notice of dishonor, protest and
notice of protest and nonpayment. Any failure of the Holder to exercise any
right available hereunder or otherwise shall not be construed as a waiver of the
right to exercise the same or any other right at any other time. No waiver by
the Holder of any default shall be effective unless made in writing nor operate
as a waiver of any other future default. All rights and remedies of the Holder,
whether provided for herein, in any other written document or conferred by law,
are cumulative and concurrent and the exercise of any one or more of them shall
not preclude the simultaneous or later exercise by the Holder of any or all
other rights, powers or remedies. The Company hereby irrevocably authorizes any
attorney of any court of record to appear for the Company in such court at any
time after any amount under this Note becomes due, whether by acceleration or
otherwise, and confess a judgment without process in favor of the Holder or any
other holder of this Note for the amount then due hereon, together with costs of
collection, including the Holder's attorney's fees and expenses, and to release
and waive all errors that may intervene and consent to immediate execution upon
such judgment, hereby ratifying and confirming all that said attorney may do by
virtue hereof. If any part of this Note shall be adjudicated invalid or
unenforceable, then such partial invalidity or unenforceability shall not cause
the remainder of this Note to become invalid or unenforceable, and if any
provision hereof is held invalid or unenforceable in one or more of its
applications, the Company agrees that said provision shall remain in effect in
all valid and enforceable applications.

         6. NOTICES. All notices and other communications provided for hereunder
shall be in writing and delivered, mailed or transmitted by any standard form of
telecommunication. Notices and other communications to the Holder shall be
directed to it at its address noted on the Company's records; and notices and
other communications to the Company shall be directed to it at its address at
1241 E. Dyer Road, Suite 150, Santa Ana CA 92705 or, as to each party, at such
other address as shall be designated by such party in a written notice to the
other party pursuant hereto. Any notice or other communication shall be deemed
to have been duly given (a) when sent by Federal Express or other overnight
delivery service of recognized standing, on the business day following deposit
with such service; (b) when mailed by registered or certified mail, first class
postage prepaid and addressed as aforesaid through the United States Postal
Service, upon receipt; (c) when delivered by hand, upon delivery; and (d) when
telecopied, upon confirmation of receipt. Any party hereto may by notice so
given change its address for future notice hereunder.

                  IN WITNESS WHEREOF, the Company has caused this Note to be
executed by its duly authorized officer as of this _____ day of _______________,
2005.

                                         By: __________________________________
                                             Name:  Tom Wittenschlaeger
                                             Title: President & CEO

                                      -2- 

Basic Info X:

Name: CONNECTION WITH SUCH SALE, PLEDGE OR HYPOTHECATION, OR OTHER TRANSFER. THIS NOTE
Type: Connection with such Sale, Pledge or Hypothecation, or other Transfer. this Note
Date: April 15, 2005
Company: MABWE MINERALS INC.
State: Wyoming

Other info: