<PAGE>

                          PATH 1 NETWORK TECHNOLOGIES INC.
                          NOTICE OF GRANT OF STOCK OPTION

          Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of Path 1 Network Technologies Inc. (the
"Corporation"):

          OPTIONEE:

          GRANT DATE:

          VESTING COMMENCEMENT DATE:

          GRANT NUMBER:              EXERCISE PRICE:  $                per share

          NUMBER OF OPTION SHARES:  ________________ shares

          MAXIMUM EXPIRATION DATE:


          TYPE OF GRANT:           Incentive Stock Option

                                   Non-Statutory Stock Option
          VESTING SCHEDULE:

          This Option may be exercised, at any time before it terminates or
expires, for all or any portion of the vested Option Shares.

          The Option Shares shall vest as follows (based on Service):


          OTHER PROVISIONS:

          Optionee agrees to be bound by the terms of the Option as set forth in
the Stock Option Agreement attached hereto as Exhibit A.

          NO EMPLOYMENT OR SERVICE CONTRACT.  Nothing in this Notice or in the
attached Stock Option Agreement shall confer upon Optionee any right to continue
in Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation or of Optionee, which rights
are hereby expressly reserved by each, to terminate Optionee's Service at any
time for any reason, with or without cause.

          DEFINITIONS.  All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.

<PAGE>

DATED: ____________, 199__

                                     PATH 1 NETWORK TECHNOLOGIES INC.



                                     By:
                                                  ------------------------------

                                     Title:
                                                  ------------------------------



                                                  ------------------------------
                                                  OPTIONEE

                                     Address:
                                                  ------------------------------

                                                  ------------------------------


ATTACHMENTS:

EXHIBIT A - STOCK OPTION AGREEMENT


<PAGE>

                                     EXHIBIT A

                               STOCK OPTION AGREEMENT


<PAGE>


                          PATH 1 NETWORK TECHNOLOGIES INC.

                               STOCK OPTION AGREEMENT

          1.   GRANT OF OPTION.  The Corporation hereby grants to Optionee, as
of the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Notice.  The Option Shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.

          2.   OPTION TERM.  This option shall (unless otherwise specified in
the Grant Notice) have a term of ten (10) years measured from the earlier of the
vesting commencement date specified in the Grant Notice or from the Grant Date
and shall accordingly expire at the close of business on the Expiration Date,
unless sooner terminated in accordance with Paragraph 5 or 6.

          3.   LIMITED TRANSFERABILITY.  During Optionee's lifetime, this option
shall be exercisable only by Optionee and shall not be assignable or
transferable other than by will or by the laws of descent and distribution
following Optionee's death.

          4.   DATES OF EXERCISE.  This option shall become exercisable for the
Option Shares in one or more installments as specified in the Grant Notice.  As
the option becomes exercisable for such installments, those installments shall
accumulate, and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option term
under Paragraph 5 or 6.

          5.   CESSATION OF SERVICE.  The option term specified in Paragraph 2
shall terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable (unless
the Grant Notice expressly provides that this Section 5 is inapplicable):

               (a)  Should Optionee cease to remain in Service for any reason
(other than death, Disability or Misconduct) while this option is outstanding,
then Optionee shall have a period of three (3) months (commencing with the date
of such cessation of Service) during which to exercise this option, but in no
event shall this option be exercisable at any time after the Expiration Date.

               (b)  Should Optionee die while this option is outstanding, then
the personal representative of Optionee's estate or the person or persons to
whom the option is transferred pursuant to Optionee's will or in accordance with
the laws of inheritance shall have the right to exercise this option.  Such
right shall lapse, and this option shall cease to be outstanding, upon the
EARLIER of (i) the expiration of the twelve (12)-month period measured from the
date of Optionee's death or (ii) the Expiration Date.

               (c)  Should Optionee cease Service by reason of Disability while
this option is outstanding, then Optionee shall have a period of twelve (12)
months (commencing with the date

<PAGE>

of such cessation of Service) during which to exercise this option.  In no event
shall this option be exercisable at any time after the Expiration Date.

          NOTE:  Exercise of this option on a date later than three
          (3) months following cessation of Service due to Disability
          will result in loss of favorable Incentive Option treatment,
          UNLESS such Disability constitutes Permanent Disability.  In
          the event that Incentive Option treatment is not available,
          this option will be taxed as a Non-Statutory Option upon
          exercise.

               (d)  During the limited period of post-Service exercisability,
this option may not be exercised in the aggregate for more than the number of
Option Shares in which Optionee is, at the time of Optionee's cessation of
Service, vested pursuant to the Vesting Schedule specified in the Grant Notice
or the special vesting acceleration provisions of Paragraph 6.  Upon the
expiration of such limited exercise period or (if earlier) upon the Expiration
Date, this option shall terminate and cease to be outstanding for any vested
Option Shares for which the option has not been exercised.  To the extent
Optionee is not vested in one or more Option Shares at the time of Optionee's
cessation of Service, this option shall immediately terminate and cease to be
outstanding with respect to those shares.

               (e)  Should Optionee's Service be terminated for Misconduct, then
this option shall terminate immediately and cease to remain outstanding.

          6.   ACCELERATED VESTING.

               (a)  In the event of any Corporate Transaction, the Option Shares
at the time subject to this option but not otherwise vested shall automatically
vest in full so that this option shall, immediately prior to the effective date
of the Corporate Transaction, become exercisable for all of the Option Shares as
fully-vested shares and may be exercised for any or all of those Option Shares
as vested shares.  However, the Option Shares shall NOT vest on such an
accelerated basis if and to the extent:  (i) this option is assumed by the
successor corporation (or parent thereof) in the Corporate Transaction and the
Corporation's repurchase rights with respect to the unvested Option Shares are
assigned to such successor corporation (or parent thereof) or (ii) this option
is to be replaced with a cash incentive program of the successor corporation
which preserves the spread existing on the unvested Option Shares at the time of
the Corporate Transaction (the excess of the Fair Market Value of those Option
Shares over the Exercise Price payable for such shares) and provides for
subsequent payout in accordance with the same Vesting Schedule applicable to
those unvested Option Shares as set forth in the Grant Notice.

               (b)  Immediately following the Corporate Transaction, this option
shall terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof) in connection with the Corporate
Transaction.

               (c)  If this option is assumed in connection with a Corporate
Transaction, then this option shall be appropriately adjusted, immediately after
such Corporate Transaction, to

<PAGE>

apply to the number and class of securities which would have been issuable to
Optionee in consummation of such Corporate Transaction had the option been
exercised immediately prior to such Corporate Transaction, and appropriate
adjustments shall also be made to the Exercise Price, PROVIDED the aggregate
Exercise Price shall remain the same.


               (d)  The Option Shares may also vest upon an accelerated basis in
accordance with the terms and conditions of any special addendum attached to
this Agreement.

               (e)  This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

          7.   ADJUSTMENT IN OPTION SHARES.  Should any change be made to the
Common Stock, by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

          8.   STOCKHOLDER RIGHTS.  The holder of this option shall not have any
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become the record holder
of the purchased shares.

          9.   MANNER OF EXERCISING OPTION.

               (a)  In order to exercise this option with respect to all or any
part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the
following actions:

                         (i)    Execute and deliver to the Corporation a
     written notice of exercise, in the form attached hereto, for the
     Option Shares for which the option is exercised.

                         (ii)   Pay the aggregate Exercise Price for the
     purchased shares in one or more of the following forms:

                         (A)    cash or check made payable to the
          Corporation; or

                         (B)    a promissory note payable to the
          Corporation, but only to the extent authorized by the Board in
          accordance with Paragraph 13.

               Should the Common Stock be registered under Section 12 of
          the 1934 Act at the time the option is exercised, then the
          Exercise Price may also be paid as follows:

<PAGE>

                         (C)    in shares of Common Stock held by Optionee
          (or any other person or persons exercising the option) for the
          requisite period necessary to avoid a charge to the Corporation's
          earnings for financial reporting purposes and valued at Fair
          Market Value on the Exercise Date; or

                         (D)    to the extent the option is exercised for
          vested Option Shares, through a special sale and remittance
          procedure pursuant to which Optionee (or any other person or
          persons exercising the option) shall concurrently provide
          irrevocable instructions (a) to a Corporation-designated
          brokerage firm to effect the immediate sale of the purchased
          shares and remit to the Corporation, out of the sale proceeds
          available on the settlement date, sufficient funds to cover the
          aggregate Exercise Price payable for the purchased shares plus
          all applicable Federal, state and local income and employment
          taxes required to be withheld by the Corporation by reason of
          such exercise and (b) to the Corporation to deliver the
          certificates for the purchased shares directly to such brokerage
          firm in order to complete the sale.

               Except to the extent the sale and remittance procedure is
          utilized in connection with the option exercise, payment of the
          Exercise Price must accompany the written notice of exercise
          delivered to the Corporation in connection with the option
          exercise.

                         (iii)  Furnish to the Corporation appropriate
     documentation that the person or persons exercising the option (if
     other than Optionee) have the right to exercise this option.

                         (iv)   Execute and deliver to the Corporation
     such written representations as may be requested by the Corporation in
     order for it to comply with the applicable requirements of Federal and
     state securities laws.

                         (v)    Make appropriate arrangements with the
     Corporation (or Parent or Subsidiary employing or retaining Optionee)
     for the satisfaction of all Federal, state and local income and
     employment tax withholding requirements applicable to the option
     exercise.

               (b)  As soon as practical after the Exercise Date, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto.

               (c)  In no event may this option be exercised for any fractional
shares.

          10.  COMPLIANCE WITH LAWS AND REGULATIONS.

<PAGE>

               (a)  The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock may be listed for trading at the time of
such exercise and issuance.

               (b)  The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such
approvals.

          11.  SUCCESSORS AND ASSIGNS.  Except to the extent otherwise provided
in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Corporation and its successors and assigns
and Optionee, Optionee's assigns and the legal representatives, heirs and
legatees of Optionee's estate.

          12.  NOTICES.  Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices.  Any notice required to
be given or delivered to Optionee shall be in writing and addressed to Optionee
at the address indicated below Optionee's signature line on the Grant Notice.
All notices shall be deemed effective upon personal delivery or upon deposit in
the U.S. mail, postage prepaid and properly addressed to the party to be
notified.

          13.  FINANCING.  The Board may, in its absolute discretion and without
any obligation to do so, permit Optionee to pay the Exercise Price for the
purchased Option Shares by delivering a full-recourse, interest-bearing
promissory note secured by those Option Shares.  The payment schedule in effect
for any such promissory note shall be established by the Board in its sole
discretion.

          14.  CONSTRUCTION.  All decisions of the Board with respect to any
question or issue arising under this Agreement shall be conclusive and binding
on all persons having an interest in this option.

          15.  GOVERNING LAW.  The interpretation, performance and enforcement
of this Agreement shall be governed by the laws of the State of California
without regard to that State's conflict-of-laws rules.

          16.  ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE OPTION.  In the event
this option is designated an Incentive Option in the Grant Notice, the following
terms and conditions shall also apply to the grant:

               (a)  This option shall cease to qualify for favorable tax
treatment as an Incentive Option if (and to the extent) this option is exercised
for one or more Option Shares: (i)

<PAGE>

more than three (3) months after the date Optionee ceases to be an Employee for
any reason other than death or Permanent Disability or (ii) more than twelve
(12) months after the date Optionee ceases to be an Employee by reason of
Permanent Disability.

               (b)  This option shall not become exercisable in the calendar
year in which granted if (and to the extent) the aggregate Fair Market Value
(determined at the Grant Date) of the Common Stock for which this option would
otherwise first become exercisable in such calendar year would, when added to
the aggregate value (determined as of the respective date or dates of grant) of
the Common Stock and any other securities for which one or more other Incentive
Options granted to Optionee prior to the Grant Date first become exercisable
during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in
the aggregate.  To the extent the exercisability of this option is deferred by
reason of the foregoing limitation, the deferred portion shall become
exercisable in the first calendar year or years thereafter in which the One
Hundred Thousand Dollar ($100,000) limitation of this Paragraph 16(b) would not
be contravened, but such deferral shall in all events end immediately prior to
the effective date of a Corporate Transaction in which this option is not to be
assumed, whereupon the option shall become immediately exercisable as a
Non-Statutory Option for the deferred portion of the Option Shares.

               (c)  Should Optionee hold, in addition to this option, one or
more other options to purchase Common Stock which become exercisable for the
first time in the same calendar year as this option, then the foregoing
limitations on the exercisability of such options as Incentive Options shall be
applied on the basis of the order in which such options are granted.

<PAGE>

                          PATH 1 NETWORK TECHNOLOGIES INC.

                                 NOTICE OF EXERCISE

                           To be Executed by the Optionee

                            In Order to Exercise Options

The undersigned Optionee hereby delivers $_____ and irrevocably elects to
exercise options for _________ Option Shares, and requests that certificates for
such Option Shares shall be issued (bearing appropriate legends) in the name of
such Optionee as follows:

(Please Insert Name and Social Security or Other Identifying Number)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

and be delivered to such Optionee at

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------



-------------------------
Date                                    Name (Printed)


                                        Signature



                                        Address


                                        Social Security No.


                                        Signature Guaranteed


<PAGE>

                                       APPENDIX

          The following definitions shall be in effect under the Agreement:

     A.   AGREEMENT shall mean this Stock Option Agreement.

     B.   BOARD shall mean the Corporation's Board of Directors.

     C.   CODE shall mean the Internal Revenue Code of 1986, as amended.

     D.   COMMON STOCK shall mean the Corporation's Common Stock.

     E.   CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

               (i)  a merger or consolidation in which securities
     possessing more than fifty percent (50%) of the total combined voting
     power of the Corporation's outstanding securities are transferred to a
     person or persons different from the persons holding those securities
     immediately prior to such transaction, or

               (ii) the sale, transfer or other disposition of all or
     substantially all of the Corporation's assets in complete liquidation
     or dissolution of the Corporation.

     F.   CORPORATION shall mean Path 1 Network Technologies Inc., a Delaware
corporation.

     G.   DISABILITY shall mean the inability of Optionee to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment and shall be determined by the Board on the basis of such
medical evidence as the Board deems warranted under the circumstances.
Disability shall be deemed to constitute PERMANENT DISABILITY in the event that
such Disability is expected to result in death or has lasted or can be expected
to last for a continuous period of twelve (12) months or more.

     H.   EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

     I.   EXERCISE DATE shall mean the date on which the option shall have been
exercised in accordance with Paragraph 9 of the Agreement.

     J.   EXERCISE PRICE shall mean the exercise price payable per Option Share
as specified in the Grant Notice.

     K.   EXPIRATION DATE shall mean the date on which the option expires as
specified in the Grant Notice.


                                         A-1

<PAGE>

     L.   FAIR MARKET VALUE per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

             (i)    If the Common Stock is at the time traded on the Nasdaq
     National Market, then the Fair Market Value shall be the closing
     selling price per share of Common Stock on the date in question, as
     the price is reported by the National Association of Securities
     Dealers on the Nasdaq National Market.  If there is no closing selling
     price for the Common Stock on the date in question, then the Fair
     Market Value shall be the closing selling price on the last preceding
     date for which such quotation exists.

             (ii)   If the Common Stock is at the time listed on any Stock
     Exchange, then the Fair Market Value shall be the closing selling
     price per share of Common Stock on the date in question on the Stock
     Exchange determined by the Board to be the primary market for the
     Common Stock, as such price is officially quoted in the composite tape
     of transactions on such exchange.  If there is no closing selling
     price for the Common Stock on the date in question, then the Fair
     Market Value shall be the closing selling price on the last preceding
     date for which such quotation exists.

             (iii)  If the Common Stock is at the time neither listed on
     any Stock Exchange nor traded on the Nasdaq National Market, then the
     Fair Market Value shall be determined by the Board after taking into
     account such factors as the Board shall deem appropriate.

     M.   GRANT DATE shall mean the date of grant of the option as specified in
the Grant Notice.

     N.   GRANT NOTICE shall mean the Notice of Grant of Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

     O.   INCENTIVE OPTION shall mean an option which satisfies the requirements
of Code Section 422.

     P.   MISCONDUCT shall mean the commission of any act of fraud, embezzlement
or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee adversely affecting
the business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner.  The foregoing definition shall not be deemed to be inclusive
of all the acts or omissions which the Corporation (or any Parent or Subsidiary)
may consider as grounds for the dismissal or discharge of Optionee or any other
individual in the Service of the Corporation (or any Parent or Subsidiary).

     Q.   1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

                                         A-2

<PAGE>

     R.   NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of Code Section 422.

     S.   OPTION SHARES shall mean the number of shares of Common Stock subject
to the option.

     T.   OPTIONEE shall mean the person to whom the option is granted as
specified in the Grant Notice.

     U.   PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

     V.   SERVICE shall mean the Optionee's performance of services for the
Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a
non-employee member of the board of directors or an independent consultant.

     W.   STOCK EXCHANGE shall mean the American Stock Exchange or the New York
Stock Exchange.

     X.   SUBSIDIARY shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

     Y.   VESTING SCHEDULE shall mean the vesting schedule specified in the
Grant Notice pursuant to which the Optionee is to vest in the Option Shares in a
series of installments over his or her period of Service.



                                         A-3