ALLONGE TO WARRANT DATED MAY 16, 2002 Reference is hereby made to the Common Stock Purchase Warrant dated May 16, 2002 (the "Warrant") granting Laurus Master Fund, Ltd. ("Laurus") the right to purchase 125,000 shares of common stock of Path I Network...

                      ALLONGE TO WARRANT DATED MAY 16, 2002


     Reference is hereby made to the Common Stock Purchase Warrant dated May 16,
2002 (the "Warrant")  granting Laurus Master Fund, Ltd.  ("Laurus") the right to
purchase 125,000 shares of common stock of Path I Network  Technologies  Inc., a
Delaware  corporation  (the "Company"),  with principal  offices located at ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

     The Company and Laurus hereby agree to amend the Warrant in accordance with
the following terms:

1. The Purchase Price, as defined in the Warrant, shall be $.85; and

2. There are no other modifications to the Warrant.


                                         PATH 1 NETWORK TECHNOLOGIES INC.

                                         By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
                                         ---------------------------------------
                                         Name/Title: ▇▇▇▇ ▇. ▇▇▇▇▇▇
                                                     Chief Financial Officer
                                         Dated: November 7, 2002




AGREED AND ACCEPTED:

LAURUS MASTER FUND, LTD.


By: /s/ ▇▇▇▇▇ ▇▇▇▇