<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"); provided, that if and when (by no later than April 20,
2000) the Corporation has Class B Common Stock authorized, the Option instead
shall be an option to purchase shares of the Class B Common Stock of 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

                                                     Restricted Stock


                  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 understands and agrees that the Option is granted
subject to and in accordance with the terms of the Path 1 Network Technologies
Inc. 1999 Stock Option/Stock Issuance Plan (the "Plan"). Optionee further agrees
to be bound by the terms of the Plan and the terms of the Option as set forth in
the Stock Option Agreement attached hereto as Exhibit A.

                  Optionee hereby acknowledges receipt of a copy of the Plan in
the form attached hereto as Exhibit B.

                  NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Notice or
in the attached

<PAGE>

Stock Option Agreement or Plan 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 any Parent or
Subsidiary employing or retaining Optionee) 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.

DATED: ____________, 1999

                                         PATH 1 NETWORK TECHNOLOGIES INC.


                                         By:
                                                  -----------------------------
                                         Title:
                                                  -----------------------------


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

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

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



ATTACHMENTS:
EXHIBIT A - STOCK OPTION AGREEMENT
EXHIBIT B - 1999 STOCK OPTION/STOCK ISSUANCE PLAN

<PAGE>


                                    EXHIBIT A

                             STOCK OPTION AGREEMENT


                        PATH 1 NETWORK TECHNOLOGIES INC.
                             STOCK OPTION AGREEMENT



RECITALS

         A.       The Board has adopted the Plan for the purpose of retaining
the services of selected Employees, non-employee members of the Board or the
board of directors of any Parent or Subsidiary and consultants and other
independent advisors in the service of the Corporation (or any Parent or
Subsidiary).

         B.       Optionee is to render valuable services to the Corporation (or
a Parent or Subsidiary), and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with the
Corporation's grant of an option to Optionee.

         C.       All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

         NOW, THEREFORE, it is hereby agreed as follows:

         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):


<PAGE>


                  (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 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


                                       2.
<PAGE>


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 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 or Class B Common Stock, as the case may be, by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock or Class B Common
Stock, as the case may be, 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:



                                       3.
<PAGE>


                           (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 Plan
         Administrator 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:

                                    (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.



                                       4.
<PAGE>


                           (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.

                  (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 or Class B Common Stock, as
the case may be, pursuant to this option shall relieve the Corporation of any
liability with respect to the non-issuance or sale of the Common Stock or Class
B Common Stock, as the case may be, 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 Plan Administrator 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



                                       5.
<PAGE>


Option Shares. The payment schedule in effect for any such promissory note shall
be established by the Plan Administrator in its sole discretion.

         14.      CONSTRUCTION. This Agreement and the option evidenced hereby
are made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan. All decisions of the Plan Administrator with
respect to any question or issue arising under the Plan or 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.      STOCKHOLDER APPROVAL. If the Option Shares covered by this
Agreement exceed, as of the Grant Date, the number of shares of Common Stock or
Class B Common Stock, as the case may be, which may be issued under the Plan as
last approved by the stockholders, then this option shall be void with respect
to such excess shares, unless stockholder approval of an amendment sufficiently
increasing the number of shares of Common Stock or Class B Common Stock, as the
case may be, issuable under the Plan is obtained in accordance with the
provisions of the Plan.

         17.      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) 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 or Class B Common Stock, as
the case may be, 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 or Class B Common
Stock, as the case may be, and any other securities for which one or more other
Incentive Options granted to Optionee prior to the Grant Date (whether under the
Plan or any other option plan of the Corporation or any Parent or Subsidiary)
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
17(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



                                       6.
<PAGE>


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 or Class B Common Stock, as the case
may be, 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.














                                       7.
<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. CLASS B COMMON STOCK shall mean the Corporation's Class B Common Stock,
if and when (before April 20, 2000) the Corporation has Class B Common Stock
authorized.

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

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

     F. 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.

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

     H. 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 Plan Administrator on the basis
of such medical evidence as the Plan Administrator 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.

     I. 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.

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


                                      A-1.
<PAGE>


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

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

     M. 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 Plan Administrator 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 Plan Administrator after taking into
     account such factors as the Plan Administrator shall deem appropriate.

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

     O. 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.

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

     Q. 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


                                      A-2.
<PAGE>


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).

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

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

     T. OPTION SHARES shall mean the number of shares of Common Stock subject to
the option; provided, that if and when (before April 10, 2000) the Corporation
has Class B Common Stock authorized, "Option Shares" instead shall mean the
number of shares of Class B Common Stock subject to the option.

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

     V. 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.

     W. PLAN shall mean the Corporation's 1999 Stock Option/Stock Issuance Plan.

     X. PLAN ADMINISTRATOR shall mean either the Board or a committee of the
Board acting in its capacity as administrator of the Plan.

     Y. 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.

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

     AA. 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.

     BB. 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.
<PAGE>

                                    EXHIBIT B

                      1999 STOCK OPTION/STOCK ISSUANCE PLAN