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                          LEITCH TECHNOLOGY CORPORATION

                                     - AND -

                        PATH 1 NETWORK TECHNOLOGIES INC.

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                          TECHNOLOGY LICENSE AGREEMENT


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                            MADE AS OF APRIL 10, 2000


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                          TECHNOLOGY LICENSE AGREEMENT

         THIS AGREEMENT is made on this 10th day of April, 2000.

B E T W E E N:

                  LEITCH TECHNOLOGY CORPORATION, a corporation incorporated
                  under the laws of Ontario

                  (hereinafter referred to as "Leitch")

                                     - and -

                  PATH 1 NETWORK TECHNOLOGIES INC., a corporation incorporated
                  under the laws of Delaware

                  (hereinafter referred to as "Path 1")

RECITALS:

         WHEREAS Leitch is engaged in the business of designing, manufacturing
and selling analog and digital electronic equipment that is used to receive,
distribute, process and switch high-quality video and audio signals through
broadcast networks;

         AND WHEREAS Path 1 is engaged in the business of designing,
constructing and licensing systems which facilitate the delivery of video and
audio signals over an Internet Protocol network with negligible latency and
jitter;

         AND WHEREAS Leitch wishes to license from Path 1 the Path 1
Intellectual Property (as defined below) and the Network Operating System (as
defined below) in accordance with the terms and conditions set out herein;

         AND WHEREAS Leitch and Path 1 wish to set out their respective rights
to exploit the Path 1 Intellectual Property and the Network Operating System and
their agreement with respect to the payment of royalties and other terms and
conditions relating to the licensing of intellectual property contemplated
hereunder;

         NOW THEREFORE in consideration of the mutual covenants and agreements
contained in this Agreement and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged) the Parties agree as
follows:

                                   ARTICLE 1
                                 INTERPRETATION

         1.1      DEFINITIONS

         In this Agreement, the following terms shall have the following
meanings:

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                  1.1.1    "AFFILIATE" means, in respect of a Person, another
                           Person that Controls the first Person, is Controlled
                           by the first Person or is Controlled by the same
                           Person that Controls the first Person;

                  1.1.2    "AGGREGATE ANNUAL FEES" means the sum of all monies
                           or other consideration paid by Leitch or any of its
                           Affiliates to Path 1 or any of its Affiliates in the
                           applicable Exclusive Year, whether paid in accordance
                           with this Agreement or otherwise, including, without
                           limitation, all payments made by Leitch to Path 1
                           pursuant to Section 3.1, all payments made by Leitch
                           or any of its Affiliates to Path 1 or any of its
                           Affiliates relating directly or indirectly to the
                           Network Operating System, and any other consideration
                           paid by Leitch or any of its Affiliates to Path 1 or
                           any of its Affiliates in respect of products,
                           services or other benefits provided by Path 1 to
                           Leitch or any of its Affiliates or customers.
                           Notwithstanding the foregoing, however, Aggregate
                           Annual Fees shall not include any consideration paid
                           by Leitch and/or any of its Affiliates in exchange
                           for equity of Path 1 or any of its Affiliates;

                  1.1.3    "AGREEMENT" means this agreement, and all schedules
                           attached to this agreement, in each case as they may
                           be amended or supplemented from time to time, and the
                           expressions "HEREOF", "HEREIN", "HERETO",
                           "HEREUNDER", "HEREBY" and similar expressions refer
                           to this Agreement. Unless otherwise indicated,
                           references to "ARTICLES" and "SECTIONS" are to
                           articles and sections in this Agreement;

                  1.1.4    "ARM'S LENGTH LICENSEE" means any Person in which
                           neither Path 1 nor any Path 1 Affiliate directly or
                           indirectly owns any equity interest;

                  1.1.5    "BUSINESS DAY" means any day, other than Saturday,
                           Sunday or any statutory holiday in the Province of
                           Ontario or the State of California;

                  1.1.6    "CALENDAR DAY" means any day, including weekdays,
                           Saturdays, Sundays and statutory holidays in the
                           Province of Ontario or the State of California;

                  1.1.7    "CONFIDENTIAL INFORMATION" of a Party means any and
                           all information of a Party or any of its Affiliates
                           (in this definition called the "DISCLOSING PARTY")
                           which has or shall come into the possession or
                           knowledge of the other Party or any of its Affiliates
                           (in this definition called the "Recipient Party") in
                           connection with or as a result of entering into this
                           Agreement including information concerning the
                           Disclosing Party's past, present and future
                           customers, suppliers, Technology, and business,
                           provided that such information and material that a
                           Party discloses in a tangible form shall be labelled
                           as confidential or proprietary or, if disclosed
                           orally or in another intangible form, shall be
                           identified as confidential or proprietary prior to
                           disclosure, and shall be reduced to a writing
                           designated as confidential or proprietary and sent to
                           the Recipient Party within thirty (30) Calendar Days
                           after its initial disclosure. For the purposes of
                           this definition,

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                           "information" includes Know-How, data, patents,
                           copyrights, trade secrets, processes, techniques,
                           programs, designs, formulae, marketing,
                           advertising, financial, commercial, sales or
                           programming materials, written materials,
                           compositions, drawings, diagrams, computer
                           programs, studies, work in progress, visual
                           demonstrations, ideas, concepts, and other data,
                           in oral, written, graphic, electronic, or any
                           other form or medium whatsoever. Notwithstanding
                           the foregoing, "Confidential Information" does not
                           include the following information:

                           1.1.7.1  information disclosed in a tangible form
                                    that is not labelled as confidential or
                                    proprietary;

                           1.1.7.2  information disclosed orally or in another
                                    intangible form that is not thereafter
                                    reduced to writing, designated as
                                    confidential or proprietary, and provided to
                                    the Recipient Party within thirty (30)
                                    Calendar Days after its initial disclosure;

                           1.1.7.3  information which is in the public domain
                                    when it is received by or becomes known to
                                    the Recipient Party or which subsequently
                                    enters the public domain through no fault of
                                    the Recipient Party (but only after it
                                    enters the public domain);

                           1.1.7.4  information which is already known to the
                                    Recipient Party at the time of its
                                    disclosure to the Recipient Party by the
                                    Disclosing Party and is not known by the
                                    Recipient Party to be the subject of an
                                    obligation of confidence of any kind;

                           1.1.7.5  information which is independently developed
                                    by the Recipient Party without any use of or
                                    reference to the Confidential Information of
                                    the Disclosing Party and which such
                                    independent development can be established
                                    by evidence that would be acceptable to a
                                    Court of competent jurisdiction; and

                           1.1.7.6  information which is received by the
                                    Recipient Party in good faith without an
                                    obligation of confidence of any kind from a
                                    third party who the Recipient Party had no
                                    reason to believe was not lawfully in
                                    possession of such information free of any
                                    obligation of confidence of any kind, but
                                    only until the Recipient Party subsequently
                                    comes to have reason to believe that such
                                    information was subject to an obligation of
                                    confidence of any kind when originally
                                    received;


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                  1.1.8    "CONTROL" means the deemed control by one Person of
                           another in accordance with the following rules. A
                           Person (a "First Person") controls:

                           1.1.8.1  a body corporate if securities of the body
                                    corporate to which are attached fifty
                                    percent (50%) or more of the votes that may
                                    be cast to elect directors of the body
                                    corporate are beneficially owned by the
                                    First Person;

                           1.1.8.2  an unincorporated Person, other than a
                                    limited partnership, if fifty percent (50%)
                                    or more of the ownership interests, however
                                    designated, into which the unincorporated
                                    Person is divided are beneficially owned by
                                    the First Person and the First Person is
                                    able to direct the business and affairs of
                                    the unincorporated Person;

                           1.1.8.3  a limited partnership if that First Person
                                    is the general partner of the limited
                                    partnership;

                           1.1.8.4  any Person that is controlled, or deemed to
                                    be controlled, by any of the Persons
                                    specified in Sections 1.1.8.1, 1.1.8.2, or
                                    1.1.8.3 above other than the First Person;
                                    or

                           1.1.8.5  a Person (a "Second Person") where the
                                    aggregate of:

                                    1.1.8.5.1 any securities of the Second
                                              Person that are beneficially owned
                                              by the First Person; and

                                    1.1.8.5.2 any securities of the Second
                                              Person that are beneficially owned
                                              by any Person controlled by the
                                              First Person;

                              is such that, if the First Person and all of the
                              Persons, other than the First Person, referred to
                              in Sections 1.1.8.1, 1.1.8.2, or 1.1.8.3 above
                              that beneficially own securities of the Second
                              Person were one owner, that owner would control
                              the Second Person;

                  1.1.9    "CORE USE" means the general transport or switching
                           of data within a network (including, without
                           limitation, a consumer network, local area network,
                           metropolitan area network or wide area network), such
                           as that performed by network operating systems,
                           switches, routers, hubs, firewalls, gateways,
                           repeaters, bridges, general purpose NIC cards,
                           backbones and trunks;

                  1.1.10   "EFFECTIVE DATE" means April 10, 2000;

                  1.1.11   "ENHANCEMENTS" means repairs, corrections,
                           improvements, modifications, refinements, upgrades,
                           updates, enhancements, new


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                           features, new functions, new versions, and new
                           applications, in any form or medium whatsoever,
                           and all Intellectual Property Rights therein;

                  1.1.12   "EXCLUSIVE MARKET USE" means: the conversion of
                           Professional Material from video, audio and/or
                           associated data to packet data and the conversion of
                           Professional Material from packet data to video,
                           audio and/or associated data. Without limiting the
                           generality of the foregoing, "EXCLUSIVE MARKET USE"
                           includes, without limitation, the conversion of
                           Professional Material from Internet Protocol data
                           packets to video, audio and/or associated data, and
                           the conversion of Professional Material from video,
                           audio and/or associated data to Internet Protocol
                           data packets. For greater certainty, use in
                           connection with: consumer applications; corporate,
                           industrial, medical and scientific video; industrial
                           automation and control; still imaging;
                           teleconferencing; audio or video telephony;
                           videoconferencing; transaction processing; or any
                           Core Use shall not constitute "EXCLUSIVE MARKET USE";

                  1.1.13   "EXCLUSIVE TERM" means the Initial Exclusive Term and
                           any period during which the Initial Exclusive Term or
                           any renewal thereof is extended pursuant to Section
                           6.2;

                  1.1.14   "EXCLUSIVE YEAR" means:

                           1.1.14.1 the period commencing on the [****]
                                    [****] and ending one (1) year
                                    thereafter; and

                           1.1.14.2 each subsequent contiguous one (1) year
                                    period during the Exclusive Term following
                                    the previous Exclusive Year;

                  1.1.15   "FORCE MAJEURE" means: acts of God and the public
                           enemy; the elements; fire; accidents; vandalism;
                           sabotage; power failure; failure, delay or disruption
                           of transportation or telecommunications facilities;
                           civil or public disturbances; any laws, orders,
                           rules, regulations, acts or restraints of any
                           government or governmental body or authority, civil
                           or military, including the orders and judgments of
                           courts; third party non-performance caused by an
                           event of Force Majeure; and any other similar cause;

                  1.1.16   "INITIAL EXCLUSIVE TERM" shall have the meaning
                           ascribed to that term in Section 6.2;

                  1.1.17   "INITIAL TERM" shall have the meaning ascribed to
                           that term in Section 6.1;

                  1.1.18   "INTELLECTUAL PROPERTY RIGHTS" means:

                           1.1.18.1 any and all proprietary rights provided
                                    under:

                                    1.1.18.1.1 patent law;


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                                    1.1.18.1.2 copyright law (including moral
                                               rights);

                                    1.1.18.1.3 trade-mark law;

                                    1.1.18.1.4 design patent or industrial
                                               design law;

                                    1.1.18.1.5 semi-conductor chip, integrated
                                               circuit topography or mask work
                                               law; or

                                    1.1.18.1.6 any other statutory provision or
                                               common law principle applicable
                                               to this Agreement, including
                                               trade secret law,

                                    which may provide a right in either ideas,
                                    formulae, algorithms, concepts, inventions
                                    or know-how generally, or the expression or
                                    use of such ideas, formulae, algorithms,
                                    concepts, inventions or know-how generally,
                                    or the expression or use of such ideas,
                                    formulae, algorithms, concepts, inventions
                                    or know-how generally, or the expression or
                                    use of such ideas, formulae, algorithms,
                                    concepts, inventions or know-how; and

                           1.1.18.2 any and all applications, registrations,
                                    licenses, sub-licenses, franchises,
                                    agreements or any other evidence of a right
                                    in any of the foregoing; and

                           1.1.18.3 all licenses and waivers and benefits of
                                    waivers of the intellectual property rights
                                    set out in Sections 1.1.18.1 and 1.1.18.2
                                    above, all future income and proceeds from
                                    the intellectual property rights set out in
                                    Sections 1.1.18.1 and 1.1.18.2 above, and
                                    all rights to damages and profits by reason
                                    of the infringement of any of the
                                    intellectual property rights set out in
                                    Sections 1.1.18.1 and 1.1.18.2 above;

                  1.1.19   "INTERNET PROTOCOL" means the network layer protocol
                           used by computers to transmit, receive and process
                           data over the Internet;

                  1.1.20   "KNOW-HOW" means experience, skills and expertise in
                           non-tangible form relating to Technology and
                           consulting and advisory services relating to such
                           experience, skills and expertise;

                  1.1.21   [****]

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                           [****]

                  1.1.22   "NET TRUECIRCUIT PRODUCT REVENUE" means, in respect
                           of each TrueCircuit Product sold by Leitch or any
                           Leitch sublicensee, all monies or other consideration
                           collected by Leitch or such Leitch sublicensee, as
                           applicable, in connection with the sale of such
                           TrueCircuit Product, net of all: (i) taxes collected
                           by Leitch or such Leitch sublicensee, as applicable,
                           on such revenue (including, without limitation,
                           sales, use, goods and services, and other similar
                           taxes imposed by any federal, provincial, municipal
                           or other governmental body), credits (including
                           shipping and restocking costs, if applicable) and bad
                           debts; (ii) agency commissions; and (iii) shipping
                           costs, credit card transaction fees paid to or
                           deducted by third parties, and duties or brokerage
                           costs incurred by Leitch or such Leitch sublicensee,
                           as applicable, in each case calculated in accordance
                           with Canadian GAAP;

                  1.1.23   "NETWORK OPERATING SYSTEM" means a software kernel
                           including TrueCircuit Technology which, like a
                           computer operating system, allocates, manages and
                           controls the network resources including, without
                           limitation, [****], bandwidth, [****] and [****],
                           and collects statistics relating to these resources
                           and to the users thereof;

                  1.1.24   "NON-EXCLUSIVE MARKET USE" means any and all uses
                           other than Exclusive Market Uses;

                  1.1.25   "OFFER" shall have the meaning ascribed to that term
                           in Section 2.4;

                  1.1.26   "PARTIES" means Leitch and Path 1 and "PARTY" means
                           any one of them (as the context indicates);

                  1.1.27   "PATH 1 INTELLECTUAL PROPERTY" means:

                           1.1.27.1 all Technology, Technology Documentation,
                                    Know-How and other Confidential Information
                                    relating to the TrueCircuit Technology owned
                                    or licensed by Path 1 as of the Effective
                                    Date;

                           1.1.27.2 Enhancements to any of the Technology,
                                    Technology Documentation, Know-How or other
                                    Confidential Information identified in
                                    Section 1.1.27.1;

                           1.1.27.3 any new Technology, Technology
                                    Documentation, Know-How or other
                                    Confidential Information relating to the
                                    TrueCircuit Technology;

                           1.1.27.4 the Network Operating System; and


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                           1.1.27.5 any trade-marks, trade names, service marks,
                                    logos or other distinguishing features of
                                    Path 1 which Leitch is required to display
                                    pursuant to Section 4.1 hereof;

                  1.1.28   "PERSON" means any individual, partnership, limited
                           partnership, joint venture, syndicate, sole
                           proprietorship, company or corporation with or
                           without share capital, unincorporated association,
                           trust, trustee, executor, administrator or other
                           legal personal representative, regulatory body or
                           agency, government or governmental agency, authority
                           or entity however designated or constituted;

                  1.1.29   "PROFESSIONAL MATERIAL" means:

                           1.1.29.1 audio or video signals created or
                                    distributed by commercial Persons
                                    (including, without limitation, producers
                                    and broadcasters) for ultimate receipt or
                                    use by non-commercial Persons; and

                           1.1.29.2 data relating to, describing or otherwise
                                    used in connection with the signals
                                    described in Section 1.1.29.1, including,
                                    without limitation: specification, control
                                    and monitoring data; closed captioning
                                    information; teletext; and teleprompting
                                    information.

                           Without limiting the generality of the foregoing,
                           "PROFESSIONAL MATERIAL" includes, without limitation,
                           audio or video signals created or distributed by
                           motion picture studios, television and cable networks
                           (including, without limitation, networks such as ABC,
                           NBC, CBS and FOX), radio stations and networks, and
                           entities licensed by the U.S. Federal Communications
                           Commission or any equivalent foreign regulatory
                           authority;

                  1.1.30   "PROPOSED LICENSEE" shall have the meaning ascribed
                           to that term in Section 2.2(ii)(A);

                  1.1.31   "ROYALTY-FREE PERIOD" means the period beginning on
                           the Effective Date and continuing for a period of
                           [****] from the [****];

                  1.1.32   "SUBLICENSE" means granting end-user licenses to
                           executable code to use, but not to modify, executable
                           versions of software provided in connection with
                           TrueCircuit Products;

                  1.1.33   "TECHNOLOGY" means computer programs, applications,
                           application programming and other interfaces,
                           integrations, applets, software, firmware, hardware,
                           mainframes, personal computers, servers,
                           client/server stations, network equipment,
                           semi-conductor chips, embedded software, routers,
                           communication lines and other equipment


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                           technology products, trade secrets, processes,
                           other intellectual property and technology, and
                           any services related to any of the foregoing
                           (including all Intellectual Property Rights
                           therein);

                  1.1.34   "TECHNOLOGY DOCUMENTATION" means all information,
                           instructions, manuals, designs, drawings, models,
                           samples, schematics, experimental or test data,
                           notes, charts, reports, specifications, prototypes
                           and other information:

                           1.1.34.1 relating to the development, use,
                                    installation, implementation, integration,
                                    set-up, configuration, operation, updating,
                                    enhancement, modification, maintenance or
                                    support of Technology; or

                           1.1.34.2 used in connection with the instruction and
                                    training of individuals in the development,
                                    use, installation, implementation,
                                    integration, set-up, configuration,
                                    operation, updating, enhancement,
                                    modification, maintenance or support of
                                    Technology,

                           in any form or medium whatsoever and whether or not
                           copyrightable, and all Intellectual Property Rights
                           therein;

                  1.1.35   "TERM" means the Initial Term and any period during
                           which the Initial Term or any extension thereof is
                           extended pursuant to Section 6.1;

                  1.1.36   "TRUECIRCUIT TECHNOLOGY" means Technology which is
                           designed to facilitate the real-time transport of
                           data over Internet Protocol networking
                           infrastructures and includes, without limitation, all
                           Enhancements to such Technology developed by Path 1
                           during the Term hereof; and

                  1.1.37   "TRUECIRCUIT PRODUCTS" shall have the meaning
                           ascribed to that term in Section 2.1.

         1.2      HEADINGS AND TABLE OF CONTENTS

         The inclusion of headings and a table of contents in this Agreement are
         for convenience of reference only and shall not affect the construction
         or interpretation hereof.

         1.3      TECHNICAL TERMS

         Each word and abbreviation which has a technical or trade meaning is
         used in this Agreement in accordance with such recognized meaning.

         1.4      CURRENCY

         Except where otherwise expressly provided, all amounts in this
         Agreement are stated and shall be paid in the lawful currency of the
         United States.

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         1.5      EXTENDED MEANINGS

         Unless the context requires otherwise, words importing the singular
         include the plural and vice versa and words importing gender include
         all genders. The terms "including" and "include" shall mean "including
         without limitation" and "include without limitation", respectively.

         1.6      LEGAL COUNSEL

         The Parties acknowledge that their respective legal counsel have
         reviewed and participated in settling the terms of this Agreement, and
         that any rule of construction to the effect that any ambiguity is to be
         resolved against the drafting Party shall not be applicable in the
         interpretation of this Agreement.

         1.7      AGREEMENT AND SCHEDULES AMENDMENTS AND SUPPLEMENTS

         This Agreement, including each Schedule to this Agreement, may not be
         amended or supplemented except by mutual written agreement of
         authorized representatives of the Parties. Any such agreement shall
         expressly state that it is intended to amend or supplement, as the case
         may be, this Agreement.

                                   ARTICLE 2
                                 RIGHTS GRANTED

         2.1      LICENSE OF PATH 1 INTELLECTUAL PROPERTY

         During the Term, and subject to the following sentence, Path 1 grants
         to Leitch a non-exclusive, worldwide license to use, copy, modify,
         enhance, sell, distribute, support, maintain, and create derivative
         works from the Path 1 Intellectual Property in connection with the
         development, use and exploitation by Leitch of commercial products
         which incorporate or exploit Path 1 Intellectual Property (each, a
         "TRUECIRCUIT PRODUCT"). The license granted in this Section 2.1 shall
         not include any rights to the source code of the Network Operating
         System.

         2.2      EXPLOITATION RIGHTS IN TRUECIRCUIT PRODUCTS

                  (i)      During the Exclusive Term, Leitch shall have the
                           exclusive, worldwide right to make, have made, sell,
                           offer for sale, Sublicense, support, maintain and
                           otherwise exploit the TrueCircuit Products in
                           connection with commercial activities directed to the
                           Exclusive Market Use.

                  (ii)     During the Exclusive Term, Leitch shall have the
                           exclusive, worldwide right to grant to any Person the
                           non-exclusive right to make, have made, sell, offer
                           for sale, Sublicense, support, maintain and otherwise
                           exploit the TrueCircuit Products in connection with
                           commercial activities directed to the Exclusive
                           Market Use, subject to the following:


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                           (A)      prior to granting any rights to any Person
                                    pursuant to this Section 2.2(ii), Leitch
                                    shall provide written notice to Path 1
                                    identifying the Person to whom Leitch
                                    proposes to grant such rights (the "PROPOSED
                                    LICENSEE");

                           (B)      Path 1 may, within thirty (30) Calendar Days
                                    following the receipt of such notice, notify
                                    Leitch in writing that Leitch may not grant
                                    any rights to the Proposed Licensee,
                                    provided that Path 1 may only provide such
                                    notice to Leitch if, in Path 1's reasonable
                                    determination, there is a material and
                                    foreseeable likelihood that the Proposed
                                    Licensee's exercise of such rights shall
                                    have a material adverse effect on Path 1's
                                    commercial activities relating to the
                                    Non-Exclusive Market Use;

                           (C)      if Path 1 provides the notice referred to in
                                    Section 2.2(ii)(B) within thirty (30)
                                    Calendar Days following the receipt by Path
                                    1 of the notice provided by Leitch pursuant
                                    to Section 2.2(ii)(A), Leitch shall not be
                                    entitled to grant the rights to such Person
                                    pursuant to this Section 2.2(ii); and

                           (D)      if Path 1 does not provide the notice
                                    referred to in Section 2.2(ii)(B) within
                                    thirty (30) Calendar Days following the
                                    receipt by Path 1 of the notice provided by
                                    Leitch pursuant to Section 2.2(ii)(A),
                                    Leitch shall be entitled to grant the rights
                                    to such Person pursuant to this Section
                                    2.2(ii).

                  (iii)    During the period commencing on the first Calendar
                           Day following the expiry of the Exclusive Term and
                           continuing for the duration of the Term, Leitch shall
                           have the non-exclusive, worldwide right to make, have
                           made, sell, offer for sale, Sublicense, support,
                           maintain and otherwise exploit the TrueCircuit
                           Products in connection with commercial activities
                           directed to the Exclusive Market Use.

                  (iv)     During the Term, subject to any exclusive rights
                           granted by Path 1 in accordance with Section 2.4 and
                           the limitations thereon set forth in Section 2.4,
                           Leitch shall have the non-exclusive, worldwide right
                           to make, have made, sell, offer for sale, Sublicense,
                           support, maintain and otherwise exploit the
                           TrueCircuit Products in connection with commercial
                           activities relating to the Non-Exclusive Market Use.
                           The terms and conditions of this Agreement shall
                           apply to the exercise by Leitch of this right;
                           provided, however, the Parties agree to negotiate in
                           good faith such different or additional terms and
                           conditions governing the exercise by Leitch of this
                           right as may be commercially reasonable and
                           consistent with industry standard and which shall be
                           at least as favourable in all respects as the terms
                           and conditions extended to any other customer or
                           licensee of Path 1.


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                  (v)      Leitch shall have no right to grant sublicenses under
                           this Agreement other than the rights specifically set
                           forth in Section 2.2 (ii) and the right to grant
                           Sublicenses specifically set forth in this Section
                           2.2.

         2.3      QUALITY AND PERFORMANCE

         Leitch shall design and manufacture TrueCircuit Products in accordance
         with any reasonable quality and performance criteria provided by Path 1
         to Leitch in writing. Leitch shall, upon request, provide on a loan
         basis to Path 1 a reasonable number of samples of TrueCircuit Products
         for testing, together with instruction and service manuals. In the
         event that Path 1 shall provide Leitch with written notice that any
         TrueCircuit Product offered for sale by Leitch does not comply with
         such reasonable quality and performance criteria, Leitch shall, within
         one hundred twenty (120) days of receipt of such notice from Path 1,
         either a) remedy the noncompliance or b) suspend the sale of the same.
         In addition, Leitch shall include in its agreements with its Proposed
         Licensees requirements comparable to those contained in this Section
         2.3.

         2.4      RIGHT OF FIRST OFFER IN RESPECT OF PATH 1 INTELLECTUAL
                  PROPERTY

         Path 1 shall have the right to grant to an Arm's Length Licensee the
         exclusive right to use the Path 1 Intellectual Property to manufacture
         products and to sell such products in connection with commercial
         activities relating to any Non-Exclusive Market Use, provided that Path
         1 shall not grant any such exclusive right without first providing
         Leitch with the option to acquire that exclusive right in accordance
         with the following procedure:

                  (i)      Path 1 shall provide written notice to Leitch
                           specifying the major terms and conditions pursuant to
                           which Path 1 proposes to grant to Leitch the
                           exclusive right to use the Path 1 Intellectual
                           Property to manufacture products and to sell such
                           products in connection with commercial activities
                           relating to a Non-Exclusive Market Use (the "OFFER").
                           The terms and conditions proposed by Path 1 in the
                           Offer shall be reasonable, consistent with this
                           Agreement and consistent with industry standards;

                  (ii)     Leitch shall provide written notice to Path 1
                           indicating whether it rejects the Offer or whether it
                           wishes to negotiate the terms of the Offer with Path
                           1 within fourteen (14) Calendar Days of the date
                           Leitch receives such notice. If Leitch does not
                           respond to Path 1 within such fourteen (14) Calendar
                           Day period, Leitch shall be deemed to have rejected
                           the Offer and Path 1 shall be governed by the
                           provisions of Section 2.4(vi);

                  (iii)    if Leitch provides written notice to Path 1 that it
                           wishes to negotiate the terms of the Offer with Path
                           1 in accordance with Section 2.4(ii), then, for a
                           period of up to thirty (30) Calendar Days following
                           the date upon which Leitch received the Offer from
                           Path 1, Leitch and Path 1 shall negotiate exclusively
                           the terms upon which Leitch shall be exclusively
                           entitled to use the Path 1 Intellectual Property to
                           manufacture products and to sell


                                       13

<PAGE>

                           such products in connection with commercial
                           activities relating to such Non-Exclusive Market
                           Use based upon the terms and conditions set out in
                           the Offer. The Parties may extend this thirty (30)
                           Calendar Day exclusive negotiating period upon
                           mutual written agreement;

                  (iv)     if Leitch and Path 1 agree in writing to the terms
                           and conditions pursuant to which Leitch shall be
                           exclusively entitled to use the Path 1 Intellectual
                           Property to manufacture products and to sell such
                           products in connection with commercial activities
                           relating to such Non-Exclusive Market Use, then Path
                           1 shall grant such exclusive rights to Leitch;

                  (v)      if Leitch and Path 1 fail to agree in writing to the
                           terms and conditions pursuant to which Leitch shall
                           be exclusively entitled to use the Path 1
                           Intellectual Property to manufacture products and to
                           sell such products in connection with commercial
                           activities relating to such Non-Exclusive Market Use
                           or if Leitch notifies Path 1 in writing that it
                           rejects the Offer, then Leitch shall be deemed to
                           have rejected the Offer;

                  (vi)     if Leitch is deemed to have rejected the Offer
                           pursuant to Section 2.4(ii) or Section 2.4(v), then
                           Path 1 may grant the exclusive right to use the Path
                           1 Intellectual Property to manufacture products and
                           to sell such products in connection with commercial
                           activities relating to such Non-Exclusive Market Use
                           to any Arm's Length Licensee upon terms and
                           conditions which, taken as a whole, are not
                           materially more favourable than those offered to
                           Leitch, provided that Path 1 may not grant such
                           rights to any such Arm's Length Licensee later than
                           one hundred and eighty (180) Calendar Days after the
                           date that Leitch is deemed to have rejected the Offer
                           without Leitch's prior written consent. If Path 1
                           wishes to grant to any Arm's Length Licensee the
                           exclusive right to use the Path 1 Intellectual
                           Property to manufacture products and to sell such
                           products in connection with commercial activities
                           relating to a Non-Exclusive Market Use on terms and
                           conditions which, taken as a whole, are materially
                           more favourable than those offered to Leitch, Path 1
                           must first offer such more favourable terms to Leitch
                           on an exclusive basis, and the Parties shall attempt
                           to negotiate the exclusive right to use the Path 1
                           Intellectual Property to manufacture products and to
                           sell such products in connection with commercial
                           activities relating to such Non-Exclusive Market Use
                           in accordance with the provisions of this Section
                           2.4;

                  (vii)    if Path 1 enters into an agreement with an Arm's
                           Length Licensee pursuant to which it grants to such
                           Arm's Length Licensee the exclusive right to use the
                           Path 1 Intellectual Property to manufacture products
                           and to sell such products in connection with
                           commercial activities relating to a Non-Exclusive
                           Market Use after complying with the requirements of
                           this Section 2.4, then Path 1 shall provide a copy of
                           such agreement to Leitch, and Leitch shall agree
                           that, subject to Section 2.4(viii), it shall not
                           knowingly sell any TrueCircuit Products within the
                           exclusive market


                                       14

<PAGE>

                           segment granted by Path 1 to such Arm's Length
                           Licensee for so long as the Arm's Length Licensee
                           is granted exclusive rights in such market
                           segment. Notwithstanding anything else in this
                           Agreement, Leitch shall have no liability to Path
                           1, any Arm's Length Licensee, or any other Person
                           in the event that any TrueCircuit Products sold by
                           Leitch to Persons who are not within the exclusive
                           market segment granted by Path 1 to an Arm's
                           Length Licensee are sold within the exclusive
                           market segment granted to such Arm's Length
                           Licensee without Leitch's knowledge;

                  (viii)   Notwithstanding Section 2.4(vii), Leitch shall have
                           the following rights with respect to any exclusive
                           market segment granted by Path 1 to an Arm's Length
                           Licensee:

                           (A)      during the period commencing on the date
                                    that Path 1 provides to Leitch a copy of the
                                    agreement between Path 1 and the applicable
                                    Arm's Length Licensee relating to such
                                    exclusive market segment and continuing
                                    until the earlier of: (a) [****]; or
                                    (b) until inventory of TrueCircuit Products
                                    and parts existing or ordered as of the
                                    commencement of such period have been
                                    exhausted, Leitch shall have the right to
                                    sell and offer for sale TrueCircuit Products
                                    to, and support and maintain TrueCircuit
                                    Products sold by Leitch for, any Person in
                                    the exclusive market segment granted to such
                                    Arm's Length Licensee;

                           (B)      during the period commencing on the date
                                    that Path 1 provides to Leitch a copy of the
                                    agreement between Path 1 and the applicable
                                    Arm's Length Licensee relating to such
                                    exclusive market segment and continuing for
                                    a period of [****], Leitch shall
                                    have the right to sell and offer for sale
                                    TrueCircuit Products to, and support and
                                    maintain TrueCircuit Products sold by Leitch
                                    for, any Person in the exclusive market
                                    segment granted to such Arm's Length
                                    Licensee who purchased any TrueCircuit
                                    Product from Leitch prior to the effective
                                    date of the exclusivity granted by Path 1 to
                                    such Arm's Length Licensee; and

                           (C)      during the period commencing on the date
                                    that Path 1 provides to Leitch a copy of the
                                    agreement between Path 1 and the applicable
                                    Arm's Length Licensee relating to such
                                    exclusive market segment and continuing for
                                    a period of [****], Leitch shall
                                    have the right to provide support and
                                    maintenance services relating to the
                                    TrueCircuit Products sold by Leitch for any
                                    Person in the exclusive market segment
                                    granted to such Arm's Length Licensee who
                                    purchased any TrueCircuit Product from
                                    Leitch.

                  (ix)     Path 1 shall not enter into an agreement with an
                           Arm's Length Licensee pursuant to which Path 1 grants
                           to such Arm's Length Licensee the


                                       15

<PAGE>

                           exclusive right to use the Path 1 Intellectual
                           Property to manufacture products and to sell such
                           products in connection with commercial activities
                           relating to any Core Use unless such agreement
                           contains a provision requiring such Arm's Length
                           Licensee to sell such products to Leitch under
                           terms and conditions at least as favourable in all
                           respects as those extended to any other customer
                           or licensee of the Arm's Length Licensee.

         2.5      NETWORK OPERATING SYSTEM

         Path 1 shall develop a Network Operating System and shall enter into a
         license agreement with Leitch pursuant to which Path 1 grants to Leitch
         a license to use, and sell and distribute sublicenses to use, the
         Network Operating System in connection with the development, use and
         exploitation by Leitch of TrueCircuit Products in accordance with the
         terms of this Agreement. The Network Operating System shall be supplied
         in object code format only; however, Path 1 shall enter into a separate
         source code escrow agreement with Leitch and an escrow agent acceptable
         to both Leitch and Path 1. Such license agreement shall provide that
         Leitch shall pay to Path 1 a license fee in respect of the Network
         Operating System to be mutually agreed to by the Parties, which such
         license fee shall:

                  (i)      be consistent with similar license fees charged for
                           the right to use and exploit similar Technology in
                           the market segment in respect of which Leitch has the
                           right to use and exploit the Network Operating System
                           and be commercially reasonable based upon the value
                           of the market segment in respect of which Leitch has
                           the right to use and exploit the Network Operating
                           System, taking into account the market's size,
                           potential, competitive pressures and other
                           characteristics which affect its value;

                  (ii)     be at least as favourable to Leitch as the most
                           favourable license fee paid by any Person to Path 1
                           for similar license rights to use and exploit similar
                           Technology in a market segment similar to the market
                           segment in respect of which Leitch has the right to
                           use and exploit the Network Operating System; and

                  (iii)    subject to applicable competition or anti-trust laws,
                           be in an amount which, based on the characteristics
                           of the market in respect of which Leitch has the
                           right to use and exploit the Network Operating
                           System, enables Leitch to charge a price to its
                           customers for the Network Operating System which
                           includes a margin of no less than [****].

                                   ARTICLE 3
                       ROYALTIES, FEES AND RELATED MATTERS

         3.1      ROYALTY FOR PATH 1 INTELLECTUAL PROPERTY


                                       16

<PAGE>

         In consideration of the rights granted by Path 1 to Leitch pursuant to
         Article 2, commencing on the first Business Day following the expiry of
         the Royalty-Free Period and continuing in respect of each consecutive
         three (3) month period thereafter, Leitch shall pay Path 1 a royalty in
         respect of each individual TrueCircuit Product sold by Leitch or any
         Leitch sublicensee for which Leitch or such Leitch sublicensee has
         received full payment during such three-month period which is equal to
         the lesser of:

                  3.1.1    [****]; and

                  3.1.2    [****] of the Net TrueCircuit Product
                           Revenue for such TrueCircuit Product.

         3.2      PAYMENT PROCESS AND REPORTING

         Within thirty (30) Calendar Days after the end of each three-month
         period in respect of which a royalty payment is due, Leitch shall
         provide to Path 1 a written report containing all relevant information
         upon which Leitch's calculation of the royalty due and payable is
         based. Within ten (10) Business Days after delivery of the report, Path
         1 shall render to Leitch an invoice indicating the amount of the
         royalty due for such period. All such royalty payments shall be due and
         payable by Leitch within thirty (30) Calendar Days following the
         receipt by Leitch of such invoice.

         3.3      TAXES

         Each Party shall be responsible for the payment of those taxes, duties,
         and levies levied on that Party from time to time in relation to such
         Party's performance pursuant to this Agreement. Where one Party is
         required to collect and remit taxes payable by the other Party, that
         Party shall so collect and remit such taxes. Without limiting the
         generality of the foregoing, Leitch shall be entitled to withhold from
         all fees payable to Path 1 hereunder all applicable withholding taxes
         and to remit same to all applicable taxing authorities as required by
         law.

         3.4      AUDIT

         Leitch will keep complete and accurate books and records containing
         information reasonably necessary for the purpose of determining the
         amount of royalties payable to Path 1 hereunder. At the request of Path
         1, such books and supporting data will be made available, upon
         reasonable notice during the Term of this Agreement and for a period of
         two (2) years after its termination or expiration, for inspection by an
         independent third party auditor selected by the Party requesting the
         audit and reasonably acceptable to Leitch. In the event any such audit
         reveals an error in the books and records relating to the royalties
         payable to Path 1, the overpayment or deficiency will be paid by the
         appropriate Party within thirty (30) calendar days after completion of
         the audit. The cost of such audit will be paid by the Party requesting
         the audit, provided that if such audit reveals an error adverse to the
         auditing Party in excess of ten percent (10%), Leitch will pay, in
         addition to the deficiency, the reasonable, documented fees and
         expenses of such auditor.


                                       17

<PAGE>

                                   ARTICLE 4
               TRADE-MARKS; STANDARDIZATION; PUBLIC ANNOUNCEMENTS

         4.1      USE OF PATH 1 TRADE-MARK

         Leitch agrees that it shall include, in all user manuals provided to
         its customers in relation to any products or services which include
         Path 1 Intellectual Property, an acknowledgement specifying that such
         product or service includes Path 1 Intellectual Property, which
         acknowledgement shall include a reference to the applicable trade-mark
         of Path 1. The form of such acknowledgement shall be mutually agreed to
         by the Parties. In addition, Leitch shall include in its agreements
         with its Proposed Licensees a requirement that the Proposed Licensee
         shall comply with provisions substantially similar to this Section 4.1.

         4.2      STANDARDIZATION

         Leitch and Path 1 each agree to market and promote the products and
         services sold by the Parties hereunder in a manner designed to
         encourage the widespread and universal adoption of such products and
         services as the industry standard.

         4.3      PUBLIC ANNOUNCEMENTS

         Neither Party shall disclose or permit the disclosure to any other
         person of the existence of this Agreement or any of the transactions
         contemplated hereby unless such disclosure is approved in writing in
         advance by the other Party or is required by any applicable law,
         regulation (including, but not limited to, stock exchange regulations)
         or legal process. Any public announcement or similar publicity with
         respect to this Agreement or the transactions contemplated hereby shall
         be issued, if at all, at such time and in such manner as is agreed by
         the Parties.

                                   ARTICLE 5
                    CONFIDENTIALITY, OWNERSHIP AND PROTECTION

         5.1      CONFIDENTIALITY COVENANT

                  5.1.1    Each Party shall at all times, both during the term
                           of this Agreement and thereafter, keep and hold all
                           Confidential Information of the other Party in the
                           strictest confidence, and shall not use such
                           Confidential Information for any purpose, other than
                           as may be reasonably necessary for the performance of
                           its duties pursuant to this Agreement or as otherwise
                           expressly permitted by this Agreement, without the
                           other Party's prior written consent.

                  5.1.2    Each Party agrees:

                           (A)      that it shall not disclose to any third
                                    party or use any Confidential Information
                                    disclosed to it by the other except as
                                    expressly permitted in this Agreement; and


                                       18

<PAGE>

                           (B)      that it shall take all reasonable measures
                                    to maintain the confidentiality of all
                                    Confidential Information of the other Party
                                    in its possession or control, which shall in
                                    no event be less than the measures it uses
                                    to maintain the confidentiality of its own
                                    information of similar importance.

                  5.1.3    Notwithstanding any other provision of this Section
                           5.1, each Party may disclose Confidential
                           Information:

                           (A)      to the extent required by a court of
                                    competent jurisdiction or other governmental
                                    authority or otherwise as required by law;
                                    or

                           (B)      on a "need-to-know" basis under an
                                    obligation of confidentiality to its
                                    Affiliates and to its and its Affiliates'
                                    authorized agents, contractors, legal
                                    counsel, accountants, banks and other
                                    financing sources and their advisors.

                  5.1.4    The terms and conditions of this Agreement constitute
                           Confidential Information of each Party and shall not
                           be disclosed without the written consent of the other
                           Party which consent shall not be unreasonably
                           withheld or delayed.

                  5.1.5    Each Party acknowledges that its failure to comply
                           with the provisions of this Section 5.1 shall cause
                           irreparable harm to the other Party which cannot be
                           adequately compensated for in damages, and
                           accordingly acknowledges that the other Party shall
                           be entitled to obtain, in addition to any other
                           remedies available to it, interlocutory and permanent
                           injunctive relief to restrain any anticipated,
                           present or continuing breach of this Section 5.1.

         5.2      RETURN OF CONFIDENTIAL INFORMATION

         Upon the termination of this Agreement, each Party shall return to the
         other Party or destroy, upon the other Party's request to that effect,
         all Confidential Information of the other which is then in its
         possession or control, and shall remove all digital representations
         thereof in any form from all electronic storage media in its possession
         or under its control.

         5.3      PATH 1 INTELLECTUAL PROPERTY

         Leitch acknowledges and agrees that, except as expressly provided
         hereunder, Path 1 shall own all Intellectual Property Rights in all
         Path 1 Intellectual Property including, without limitation, the Network
         Operating System. Without limiting the generality of the foregoing,
         Path 1 shall have the exclusive, worldwide right, at its own expense,
         to pursue the registration of Intellectual Property Rights in the Path
         1 Intellectual Property and to enforce its Intellectual Property Rights
         therein. Leitch shall co-operate with Path 1, at Path 1's expense, in
         the pursuit of registration of Intellectual Property Rights in the Path
         1 Intellectual Property. Leitch further agrees that it shall promptly
         notify Path 1 in


                                       19

<PAGE>

         writing of any infringement of any Intellectual Property Rights in any
         Path 1 Intellectual Property of which it becomes aware and that it
         shall co-operate with Path 1, at Path 1's expense, in enforcing Path
         1's Intellectual Property Rights against third parties.

                                   ARTICLE 6
                 AGREEMENT TERM, EXCLUSIVE TERM AND TERMINATION

         6.1      DURATION OF AGREEMENT TERM

         This Agreement shall begin on the Effective Date and shall continue for
         a period of five (5) years (the "INITIAL TERM") unless terminated
         earlier in accordance with Section 6.3. This Agreement shall
         automatically renew for consecutive additional periods of five (5)
         years unless:

                  6.1.1    terminated earlier in accordance with Section 6.3; or

                  6.1.2    either Party provides written notice to the other
                           Party on or prior to the Calendar Day which is ninety
                           (90) Calendar Days prior to the end of the
                           then-current Initial Term or renewal thereof
                           indicating that it wishes to terminate the Agreement
                           at the end of the then-current Initial Term or
                           renewal thereof; provided that Path 1 may only
                           provide such a notice of termination if the Exclusive
                           Term has expired as of the Calendar Day that Path 1
                           wishes to provide such notice of termination.

         6.2      DURATION OF EXCLUSIVE TERM

                  6.2.1    The initial duration of the Exclusive Term shall be
                           the period beginning on the Effective Date and
                           continuing until the end of the first Exclusive Year
                           as described in Section 1.1.14.1 (the "INITIAL
                           EXCLUSIVE TERM"). The Exclusive Term shall thereafter
                           automatically renew for consecutive additional
                           periods of one (1) year (each of which, for greater
                           certainty, shall constitute an Exclusive Year) if, in
                           respect of the then-current Exclusive Year, Path 1
                           has received Aggregate Annual Fees equal to or
                           greater than the minimum Aggregate Annual Fees
                           requirement applicable to each such Exclusive Year.
                           The minimum Aggregate Annual Fees requirements
                           applicable to each of the first five (5) Exclusive
                           Year Periods are set out in Section 6.2.2 below. The
                           minimum Aggregate Annual Fees requirement applicable
                           to each Exclusive Year after the fifth (5th)
                           Exclusive Year shall be determined in accordance with
                           Section 6.2.3.

                  6.2.2    The Parties agree that the minimum Aggregate Annual
                           Fees requirement applicable to each of the first five
                           (5) Exclusive Years shall be as indicated in the
                           table below:

<TABLE>
<CAPTION>

                 -------------------------------------------------- -------------------------------------------------
                                  EXCLUSIVE YEAR                                 AGGREGATE ANNUAL FEES
                 -------------------------------------------------- -------------------------------------------------
<S>                                                                 <C>
                 First                                              [****]
                 -------------------------------------------------- -------------------------------------------------
                 Second                                             [****]
                 -------------------------------------------------- -------------------------------------------------


                                       20

<PAGE>


                 -------------------------------------------------- -------------------------------------------------
                 Third                                              [****]
                 -------------------------------------------------- -------------------------------------------------
                 Fourth                                             [****]
                 -------------------------------------------------- -------------------------------------------------
                 Fifth                                              [****]
                 -------------------------------------------------- -------------------------------------------------
</TABLE>

                  6.2.3    The Parties agree to follow the process set out in
                           this Section 6.2.3 in order to determine the minimum
                           Aggregate Annual Fees requirement applicable to the
                           sixth (6th) and each subsequent Exclusive Year. No
                           later than ninety (90) Calendar Days prior to the end
                           of the then-current Exclusive Year, the Parties shall
                           meet and negotiate in good faith the Aggregate Annual
                           Fees requirement applicable to the following
                           Exclusive Year. The Parties agree that each such
                           Aggregate Annual Fees requirement shall be no less
                           than the Aggregate Annual Fees requirement applicable
                           to the preceding Exclusive Year and no greater than
                           one and one half (1.5) times the Aggregate Annual
                           Fees requirement applicable to the preceding
                           Exclusive Year.

                  6.2.4    Path 1 may reduce the Aggregate Annual Fees
                           requirement in any Exclusive Year or extend the
                           period of time in respect of which Leitch must
                           achieve such Aggregate Annual Fees requirement beyond
                           the Exclusive Year in the event that the actual
                           market conditions during such Exclusive Year are less
                           favourable than the forecasted market conditions for
                           such Exclusive Year.

         6.3      TERMINATION

                  6.3.1    Either Party may terminate this Agreement by
                           providing written notice to the other Party if the
                           other Party commits a material breach of a material
                           term of this Agreement and fails to cure such breach
                           within thirty (30) Calendar Days of receipt of
                           written notice of such breach from the non-breaching
                           Party.

                  6.3.2    Either Party may terminate this Agreement if the
                           other Party: (i) becomes the subject of a voluntary
                           or involuntary petition in bankruptcy or any
                           proceeding relating to insolvency, receivership,
                           liquidation, or composition for the benefit of
                           creditors, if that petition or proceeding is not
                           dismissed within sixty (60) Calendar Days after
                           filing; (ii) suspends the operation of its present
                           business or liquidates its business assets; or (iii)
                           generally fails to pay its debts as such debts become
                           due or admits in writing its inability to pay its
                           debts.

         6.4      EFFECTS OF TERMINATION OR EXPIRATION

         Upon the termination or expiration of this Agreement, Leitch shall have
         the following rights:

                  6.4.1    during the period commencing on the effective date of
                           such termination or expiration and continuing for the
                           earlier of: (a) [****]; or (b) until


                                       21

<PAGE>

                           inventory of TrueCircuit Products and parts existing
                           or ordered as of the date of termination or
                           expiration have been exhausted;or expiration. Leitch
                           shall have the non-exclusive, worldwide right to sell
                           and offer for sale TrueCircuit Product to, and
                           support and maintain the TrueCircuit Products sold by
                           Leitch for, any Person in connection with commercial
                           activities relating to the Exclusive Market Use and
                           the Non-Exclusive Market Use;

                  6.4.2    during the period commencing on the effective date of
                           such termination or expiration and continuing for a
                           period of [****], Leitch shall have the
                           non-exclusive, worldwide right to sell and offer for
                           sale TrueCircuit Products to, and support and
                           maintain TrueCircuit Products sold by Leitch for, any
                           Person who purchased any TrueCircuit Product from
                           Leitch prior to the effective date of termination or
                           expiration of this Agreement;

                  6.4.3    during the period commencing on the effective date of
                           such termination or expiration and continuing for a
                           period of [****], Leitch shall have the right
                           to provide support and maintenance services relating
                           to the TrueCircuit Products sold by Leitch for any
                           Person who purchased any TrueCircuit Product from
                           Leitch; and

                  6.4.4    during the periods referred to in Sections 6.4.1 to
                           6.4.3, Leitch shall have a non-exclusive, worldwide
                           license to use, copy, modify, enhance, sell,
                           distribute, support, maintain, and create derivative
                           works from the Path 1 Intellectual Property as
                           required in order to exercise the rights set out in
                           each of Sections 6.4.1, 6.4.2, and 6.4.3,
                           respectively.

         6.5      SURVIVAL

         The  provisions of Articles 5 and 7 and Sections 6.4,  6.5, 9.5 and
         9.7 shall survive any  termination  or expiration of this Agreement.

                                   ARTICLE 7
                 WARRANTY, INDEMNITY AND LIMITATION OF LIABILITY

         7.1      LEITCH REPRESENTATIONS, WARRANTIES AND COVENANTS

         Leitch represents, warrants and covenants to Path 1 as follows and
         acknowledges that Path 1 has relied upon the completeness and accuracy
         of such representations, warranties and covenants in entering into this
         Agreement:

                  7.1.1    it has the corporate capacity to enter into this
                           Agreement and to perform each of its obligations
                           hereunder;

                  7.1.2    it has duly authorized, executed and delivered this
                           Agreement and this Agreement constitutes a legally
                           valid and binding obligation of it enforceable
                           against it in accordance with its terms except as
                           such enforcement may be limited by applicable
                           bankruptcy, insolvency and


                                       22

<PAGE>

                           other laws of general application affecting the
                           enforcement of creditors' rights and subject to
                           general equitable principles; and

                  7.1.3    Leitch's performance of the obligations in this
                           Agreement shall comply with and shall neither
                           contravene, breach nor infringe any laws or
                           regulations applicable in Canada.

         7.2      PATH 1 REPRESENTATIONS, WARRANTIES AND COVENANTS

         Path 1 represents, warrants and covenants to Leitch as follows and
         acknowledges that Leitch has relied upon the completeness and accuracy
         of such representations, warranties and covenants in entering into this
         Agreement:

                  7.2.1    it has the corporate capacity to enter into this
                           Agreement and to perform each of its obligations
                           hereunder;

                  7.2.2    it has duly authorized, executed and delivered this
                           Agreement and this Agreement constitutes a legally
                           valid and binding obligation of it enforceable
                           against it in accordance with its terms except as
                           such enforcement may be limited by applicable
                           bankruptcy, insolvency and other laws of general
                           application affecting the enforcement of creditors'
                           rights and subject to general equitable principles;

                  7.2.3    it is and shall be the legal and beneficial owner or
                           authorized licensor of all Intellectual Property
                           Rights in the Path 1 Intellectual Property free and
                           clear of all liens, charges and encumbrances to the
                           extent that the same may restrict or limit the
                           ability of Path 1 to perform its obligations or of
                           Leitch to exercise its rights under this Agreement
                           and Path 1 has the full power and authority to grant
                           the rights in the Path 1 Intellectual Property herein
                           contemplated without the consent of any other person;

                  7.2.4    Path 1 has not and shall not grant any rights or
                           licenses to the whole or any part of the Path 1
                           Intellectual Property or enter into any agreement or
                           understanding that would conflict with Path 1's
                           obligations or Leitch's rights under this Agreement;

                  7.2.5    no portion of the Path 1 Intellectual Property
                           contains or shall contain any disabling mechanism or
                           protection feature designed to prevent its use
                           including any clock, timer, counter, computer virus,
                           worm, software lock, drop dead device, Trojan horse
                           routine, trap door, time bomb or any other codes,
                           designs, routines or instructions that may be used to
                           access, modify, replicate, distort, delete, damage or
                           disable the Path 1 Intellectual Property or any
                           Technology on which the Path 1 Intellectual Property
                           is used or displayed except as specifically designed
                           into the Path 1 Intellectual Property of which Leitch
                           has actual knowledge; and


                                       23

<PAGE>

                  7.2.6    Path 1's performance of the obligations in this
                           Agreement shall comply with and shall neither
                           contravene, breach nor infringe any laws or
                           regulations applicable in the United States of
                           America.

         7.3      LIMITATION OF WARRANTY

         THE WARRANTIES SET FORTH IN THIS ARTICLE 7 ARE THE ONLY WARRANTIES
         PROVIDED BY EITHER PARTY HERETO. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
         EACH PARTY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
         LIMITATION, ALL WARRANTIES OF MERCHANTABLE QUALITY, NON-INFRINGEMENT OF
         THIRD PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE.

         7.4      INDEMNITIES

                  7.4.1    Notwithstanding any other provision hereof, Leitch
                           agrees to defend, indemnify and hold Path 1 and its
                           Affiliates and their respective directors, officers
                           and employees harmless from and against all losses,
                           costs, damages, expenses and liabilities (including
                           reasonable legal fees) which they may suffer or incur
                           arising out of or as a result of or relating in any
                           manner whatsoever to any breach by Leitch of Section
                           7.1 or Section 5.1 of this Agreement.

                  7.4.2    Notwithstanding any other provision hereof, Path 1
                           agrees to defend, indemnify and hold Leitch and its
                           Affiliates and their respective directors, officers
                           and employees harmless from and against all losses,
                           costs, damages, expenses and liabilities (including
                           reasonable legal fees) which they may suffer or incur
                           arising out of or as a result of or relating in any
                           manner whatsoever to any breach by Path 1 of Section
                           7.2 or Section 5.1 of this Agreement.

         7.5      INFRINGEMENT CLAIMS

                  7.5.1    If all or any portion of the Path 1 Intellectual
                           Property is, in Path 1's opinion, likely to or
                           otherwise does become the subject of a claim for
                           infringement of any Intellectual Property Rights,
                           Path 1 shall, at its option and its sole cost and
                           expense, either:

                           7.5.1.1  procure in favour of Leitch the right to use
                                    the same as contemplated herein;

                           7.5.1.2  modify the same to become non infringing
                                    provided that any such modification does not
                                    impair the ability of such Path 1
                                    Intellectual Property to conform to and
                                    perform in accordance with the
                                    specifications therefor or the intended use
                                    of such Path 1 Intellectual Property; or


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<PAGE>

                           7.5.1.3  replace the infringing portion of such Path
                                    1 Intellectual Property with compatible,
                                    equivalent and non-infringing Technology,
                                    Technology Documentation, Know-How or
                                    Confidential Information, as applicable.

         7.6      LIMITATIONS ON LIABILITY

         EXCEPT FOR EACH PARTY'S LIABILITY FOR BREACHES OF SECTIONS 5.1 AND 7.4
         AND PATH 1'S OBLIGATIONS PURSUANT TO SECTION 7.5, WHICH SHALL INCLUDE,
         WITHOUT LIMITATION, LIABILITY FOR SPECIAL, CONSEQUENTIAL, INDIRECT,
         INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES AND LOSS OF PROFIT, THE
         LIABILITY OF EACH PARTY TO THE OTHER PARTY IN RELATION TO THIS
         AGREEMENT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO DIRECT DAMAGES AND
         NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT,
         INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSS OF PROFIT, WHETHER IN
         CONTRACT, TORT OR OTHERWISE RESULTING FROM ANY CAUSE OF ACTION
         WHATSOEVER, INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT
         MISREPRESENTATION AND/OR FUNDAMENTAL BREACH OR OTHER THEORY OF LAW.

                                   ARTICLE 8
                   CONTRACT MANAGEMENT AND DISPUTE RESOLUTION

         8.1      CONTRACT GOVERNANCE

         The Parties agree to utilize the process set out in this Article 8 to
         consult and render decisions relating to the interpretation and
         implementation of this Agreement.

         8.2      CONTACTS AND CONTACT MEETINGS

         The Parties agree that each shall designate no more than two (2)
         principal contacts for day-to-day liaison and management of their
         relationship under this Agreement during the Term (the "Contacts").
         Unless otherwise mutually agreed, the Contacts shall meet on a regular
         basis in person or by telephone, but in any event no less than once a
         month, in order to review the Parties' respective performance under
         this Agreement, discuss relevant issues, and resolve or, upon mutual
         agreement, escalate issues as necessary. The Contacts shall not have
         any authority or right to either amend or revise this Agreement, nor to
         waive any obligations, duties or responsibilities of either Party under
         this Agreement. Each Party shall pay its own costs associated with its
         respective Contacts.

         8.3      JOINT MANAGEMENT COMMITTEE

         Leitch and Path 1 shall form a management committee (the "Committee")
         composed of two or more senior representatives of Leitch and two or
         more senior representatives of Path 1 who shall, from time to time,
         meet to review and discuss matters related to this Agreement. The
         number of representatives of Leitch and Path 1 on the Committee shall
         at all times be equal. The Committee in its discretion may invite the
         participation of the


                                       25

<PAGE>

         Contacts or others in its deliberations. The Committee shall have
         the right to implement the Agreement and make decisions of an
         interpretive nature (including without limitation decisions
         regarding issues to be put before the Committee as set forth
         herein), but the Committee shall not have the authority or right to
         either amend or revise this Agreement, or to waive any obligations,
         duties or responsibilities of either Party under this Agreement.
         Each Party shall pay its own costs associated with its respective
         Committee representatives.

         8.4      DISPUTE RESOLUTION AND APPLICABLE LAW

         Leitch and Path 1 expressly agree to the following exclusive internal
         dispute escalation provisions governing all performance and disputes
         under this Agreement:

                  8.4.1    In the event that Leitch and Path 1 cannot resolve a
                           dispute under the Agreement in the normal course of
                           performance (including through recourse to the
                           Contacts), then each Party's designated Committee
                           members shall confer immediately and use reasonable
                           efforts to resolve the dispute within fifteen (15)
                           Calendar Days of their initial conference. No dispute
                           shall be considered resolved until both Parties have
                           agreed to the resolution in writing. The designated
                           Committee members shall mutually agree on the methods
                           by which they attempt to resolve any dispute such as,
                           for example, telephone and/or video conferences,
                           e-mail and fax communications, and/or face to face
                           meetings. The costs under this Subsection 8.4.1 shall
                           be shared equally by the Parties.

                  8.4.2    In the event that each Party's designated Committee
                           members cannot resolve a dispute under the Agreement
                           as specified in Section 8.4.1 above, then each
                           Party's respective Presidents (or an equivalent or
                           higher position) having responsibility for this
                           Agreement shall confer immediately and use reasonable
                           efforts to resolve the dispute within fifteen (15)
                           Calendar Days of their initial conference. No dispute
                           shall be considered resolved until both Parties have
                           agreed to the resolution in writing. The respective
                           Presidents (or equivalents) shall mutually agree on
                           the methods by which they attempt to resolve any
                           dispute such as, for example, telephone and/or video
                           conferences, e-mail and fax communications, and/or
                           face to face meetings. The costs under this
                           Subsection 8.4.2 shall be shared equally by the
                           Parties.

                  8.4.3    In the event that each Party's respective Presidents
                           (or equivalents) cannot resolve a dispute under the
                           Agreement as specified in Subsection 8.4.2 above,
                           then the Parties shall resolve such dispute by
                           arbitration administered by the American Arbitration
                           Association under its Commercial Arbitration Rules,
                           and judgment on the award rendered by the
                           arbitrator(s) may be entered in any court of
                           competent jurisdiction.

                                   ARTICLE 9
                                     GENERAL


                                       26

<PAGE>

         9.1      EXPENSES

         Each of Leitch and Path 1 shall be responsible for the expenses
         (including fees and expenses of legal advisers, accountants and other
         professional advisers) incurred by it, respectively, in connection with
         the negotiation and settlement of this Agreement and the completion of
         the transactions contemplated hereby.

         9.2      NOTICES

         Any notice or other communication required or permitted to be given
         hereunder shall be in writing and shall be given by prepaid first-class
         mail, by facsimile or other means of electronic communication or by
         delivery as hereafter provided. Any such notice or other communication,
         if mailed by prepaid first-class mail at any time other than during a
         general discontinuance of postal service due to strike, lockout or
         otherwise, shall be deemed to have been received on the fourth Business
         Day after the post-marked date thereof, or if sent by facsimile or
         other means of electronic communication, shall be deemed to have been
         received on the Business Day following the sending, or if delivered by
         hand shall be deemed to have been received at the time it is delivered
         to the applicable address noted below either to the individual
         designated below or to an individual at such address having apparent
         authority to accept deliveries on behalf of the addressee. Notice of
         change of address shall also be governed by this Section. In the event
         of a general discontinuance of postal service due to strike, lock-out
         or otherwise, notices or other communications shall be delivered by
         hand or sent by facsimile or other means of electronic communication
         and shall be deemed to have been received in accordance with this
         Section. Notices and other communications shall be addressed as
         follows:

                  9.2.1    if to Path 1:

                           Path 1 Network Technologies Inc.
                           3636 Nobel Drive, Suite 275
                           San Diego, California
                           USA 92122
                           Attention:       Douglas A. Palmer
                           Telecopier No.: (858) 450-4203

                  9.2.2    if to Leitch:

                           Leitch Technology Corporation
                           25 Dyas Road
                           North York, Ontario
                           Canada M3B 1V7
                           Attention:       Reg Tiessen
                           Telecopier No.: (416) 445-4308

                           Copy to:

                           Attention:       James J. Sterling
                           Telecopier No.: (416) 445-0125


                                       27

<PAGE>

         Notwithstanding the foregoing, any notice or other communication
         required or permitted to be given by any Party pursuant to or in
         connection with any arbitration procedures contained in any Schedule
         hereto may only be delivered by hand or by facsimile or other means of
         electronic communication.

         9.3      TIME IS OF THE ESSENCE

         Time is of the essence of this Agreement.

         9.4      RELATIONSHIP OF PARTIES

         This Agreement is not intended to, and none of the provisions of this
         Agreement shall:

                  9.4.1    create a partnership between Leitch and Path 1;

                  9.4.2    create a fiduciary relationship between Leitch and
                           Path 1;

                  9.4.3    create a relationship of principal and agent between
                           Leitch and Path 1;

                  9.4.4    grant either Leitch or Path 1 any authority to bind
                           the other to perform any obligations to any third
                           party, or to hold itself out as having such authority
                           to third parties; or

                  9.4.5    create any joint or several liability between Leitch
                           and Path 1.

         9.5      FURTHER ASSURANCES

         Each of the Parties hereto shall promptly do, make, execute or deliver,
         or cause to be done, made, executed or delivered, all such further
         acts, documents and things as the other Party hereto may reasonably
         require from time to time for the purpose of giving effect to this
         Agreement and shall use commercially reasonable efforts and take all
         such steps as may be reasonably within its power to implement to their
         full extent the provisions of this Agreement.

         9.6      SEVERABILITY

         Any provision of this Agreement which is invalid or unenforceable in
         any jurisdiction shall, as to that jurisdiction, be ineffective to the
         extent of such invalidity or unenforceability and shall be severed from
         the balance of this Agreement, all without affecting the remaining
         provisions of this Agreement or affecting the validity or
         enforceability of such provision in any other jurisdiction and
         appropriate amendments shall be made to this Agreement to put the Party
         who is disadvantaged by such invalidity or unenforceability in the same
         financial position as if no provision hereof were invalid or
         unenforceable. In the event that any portion of this Agreement shall
         have been so determined to be or become invalid or unenforceable (the
         "Offending Portion"), the Parties shall negotiate in good faith such
         changes to this Agreement as shall best preserve for the Parties the
         benefits and obligations of such Offending Portion.


                                       28

<PAGE>

         9.7      GOVERNING LAW

         This Agreement shall be exclusively governed by, and construed in
         accordance with, the laws applicable in the State of New York, United
         States of America. Any state or Federal courts situated within the
         State of New York shall have the exclusive jurisdiction to adjudicate
         any dispute arising out of this Agreement. Each Party hereby:

                  9.7.1    submits and attorns to the exclusive jurisdiction of
                           the federal or state courts located in New York;

                  9.7.2    consents to service of process being effected upon
                           the other Party by registered mail sent to the
                           address set forth in Section 9.2 hereof;

                  9.7.3    waives the right to a trial by jury in any dispute
                           arising out of this Agreement.

         9.8      REMEDIES CUMULATIVE

         Unless otherwise expressly stated herein, all rights and remedies of
         each Party under this Agreement are in addition to that Party's other
         rights and remedies and are cumulative, not alternative.

         9.9      FORCE MAJEURE

         Any delay in or failure of performance by either Party under this
         Agreement shall not be considered a breach of this Agreement and shall
         be excused to the extent caused by an event of Force Majeure.

         9.10     SUCCESSORS AND ASSIGNS

         This Agreement shall be binding upon and shall inure to the benefit of
         and be enforceable by each of the Parties, their respective successors
         and permitted assigns. Neither Party shall assign or subcontract all or
         any portion of this Agreement without the other Party's prior written
         consent. Notwithstanding the foregoing, either Party may assign this
         Agreement or any of its rights or obligations hereunder to an Affiliate
         or to a purchaser of all or substantially all of that Party's assets
         without the other Party's prior consent. For the purposes of this
         Section 9.10 a change in Control of a Party shall not constitute an
         assignment.

         9.11     ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between the Parties
         pertaining to the subject matter of this Agreement. There are no
         warranties, conditions, or representations (including any that may be
         implied by statute) and there are no agreements in connection with such
         subject matter except as specifically set forth or referred to in this
         Agreement. No reliance is placed on any warranty, representation,
         opinion, advice or assertion of fact made either prior to,
         contemporaneous with, or after entering into this Agreement, or any
         amendment or supplement thereto, by any Party to this Agreement or its
         directors,


                                       29

<PAGE>

         officers, employees or agents, to any other Party to this Agreement
         or its directors, officers, employees or agents, except to the
         extent that the same has been reduced to writing and included as a
         term of this Agreement, and none of the Parties to this Agreement
         has been induced to enter into this Agreement or any amendment or
         supplement by reason of any such warranty, representation, opinion,
         advice or assertion of fact. Accordingly, there shall be no
         liability, either in tort or in contract, assessed in relation to
         any such warranty, representation, opinion, advice or assertion of
         fact, except to the extent contemplated above.

         9.12     WAIVER

         A waiver of any default, breach or non-compliance under this Agreement
         is not effective unless in writing and signed by the Party to be bound
         by the waiver. No waiver shall be inferred from or implied by any
         failure to act or delay in acting by a Party in respect of any default,
         breach, non-observance or by anything done or omitted to be done by
         another Party. The waiver by a Party of any default, breach or
         non-compliance under this Agreement shall not operate as a waiver of
         that Party's rights under this Agreement in respect of any continuing
         or subsequent default, breach or non-compliance (whether of the same or
         any other nature).

         9.13     AGREEMENT DRAWN IN ENGLISH

         The Parties confirm that it is their wish that this Agreement, as well
         as all other documents relating hereto, including all notices, have
         been and shall be drawn up in the English language only. Les parties
         aux presentes confirment leur volonte que cette convention, de meme que
         tous les documents, y compris tout avis, qui s'y rattachent, soient
         rediges en langue anglaise.

         9.14     COUNTERPARTS

         This Agreement may be signed in counterparts (including counterparts
         signed by facsimile transmission) and each of such counterparts shall
         constitute an original document and such counterparts, taken together,
         shall constitute one and the same instrument.


                                       30

<PAGE>

         IN WITNESS WHEREOF the Parties have executed this Agreement.

                                                LEITCH TECHNOLOGY CORPORATION


                                                By: /s/ J. A. MacDonald
                                                   -----------------------------
                                                       Name:
                                                       Title:

                                                By: /s/ Reg J. Tiessen
                                                   -----------------------------
                                                       Name:
                                                       Title:

                                                PATH 1 NETWORK TECHNOLOGIES INC.


                                                By: /s/ Vera Moldt
                                                   -----------------------------
                                                       Name:
                                                       Title:

                                                By: /s/ Michael Elliott
                                                   -----------------------------
                                                       Name:
                                                       Title:


                                       31