0001193125-05-225855 Sample Contracts

EMPLOYMENT LETTER AGREEMENT AMENDMENT
Employment Letter Agreement • November 14th, 2005 • Path 1 Network Technologies Inc • Communications equipment, nec

John R. Zavoli (“Employee”) and Path 1 Network Technologies Inc. (the “Company”) hereby agree to amend the October 16, 2002 employment letter agreement between them as follows:

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SEPARATION, CONSULTING AND GENERAL RELEASE AGREEMENT By and Between David Houillion and Path 1 Network Technologies, Inc.
Consulting and General Release Agreement • November 14th, 2005 • Path 1 Network Technologies Inc • Communications equipment, nec • California

THIS SEPARATION, CONSULTING AND GENERAL RELEASE AGREEMENT (hereinafter “AGREEMENT”) is made and entered into by and between David Houillion (hereinafter “EMPLOYEE”) and Path 1 Network Technologies, Inc.(hereinafter “EMPLOYER”), and inures to the benefit of EMPLOYER’S current, former and future parents, subsidiaries, related entities, employee benefit plans and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees and assigns and to the benefit of EMPLOYEE’s current, former and future successors, agents, and assigns.

RESTRICTED STOCK AWARD AGREEMENT FOR PATH 1 NETWORK TECHNOLOGIES INC. COMMON STOCK UNDER THE
Restricted Stock Award Agreement • November 14th, 2005 • Path 1 Network Technologies Inc • Communications equipment, nec

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) entered into as of the 30th day of August, 2005, by and between Path 1 Network Technologies Inc., a Delaware corporation (the “Company”), and Jeremy Ferrell (herein referred to as the “Participant”);

THIRD AMENDMENT OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 14th, 2005 • Path 1 Network Technologies Inc • Communications equipment, nec

This Third Amendment of Restricted Stock Award Agreement is between Path 1 Network Technologies Inc. (“Path 1”) and John Zavoli (“Zavoli”) as of August 11, 2005. It amends the Restricted Stock Award Agreement between the parties dated October 23, 2003, as previously amended (the “Stock Agreement”).

FOURTH AMENDMENT OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 14th, 2005 • Path 1 Network Technologies Inc • Communications equipment, nec

This Fourth Amendment of Restricted Stock Award Agreement is between Path 1 Network Technologies Inc. (“Path 1”) and John Zavoli (“Zavoli”) as of September 23, 2005. It amends the Restricted Stock Award Agreement between the parties dated October 23, 2003, as amended to date (the “Agreement”).

THIRD AMENDMENT OF RESTRICTED STOCK AWARD AGREEMENTS
Restricted Stock Award Agreements • November 14th, 2005 • Path 1 Network Technologies Inc • Communications equipment, nec

This Third Amendment of Restricted Stock Award Agreements is between Path 1 Network Technologies Inc. (“Path 1”) and David Carnevale (“Carnevale”) as of September 23, 2005. It amends the Restricted Stock Award Agreement between the parties dated October 23, 2003, as previously amended, and the Restricted Stock Award Agreement between the parties dated February 27, 2004, as previously amended (together, the “Agreements”).

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