Form of letter agreement



 Exhibit 10.98.1 
 February 16, 2006 
 Via Facsimile 
 To each respective Purchaser in the 
 Path 1 Network Technologies Inc. 
 Series B 7% Convertible Preferred Stock 
 PIPES Offering of April/June 2005:

 This letter is sent on behalf of Path 1 Network Technologies Inc. (“Path 1”) to persons who purchased and continue to
hold (the “Series B Purchasers”) Path 1’s Series B 7% Convertible Preferred Stock (“Series B Preferred Stock”) in the Series B Preferred Stock PIPES offering of April/June 2005. 
 On December 6, 2005, Path 1 entered into certain financing transactions (the “Transactions”) with Laurus Master Fund Ltd.
(“Laurus”), pursuant to which Path 1 issued to Laurus (i) a Secured Convertible Note in the principal amount of $2,100,000 (the “Laurus Note”), and (ii) Warrants for the purchase of shares of Common Stock
(the “Laurus Warrants”). Under the Laurus Note, Path 1 must, in certain circumstances, make scheduled payments of principal and interest in shares of Common Stock. Any shares of Common Stock that may in the future be issued by Path
1 to Laurus or Laurus’ assignees (i) upon conversion of the Laurus Note, (ii) as payment of principal or interest then due with respect to the Laurus Note or (iii) upon exercise of the Laurus Warrants, together with the Laurus
Note and the Laurus Warrants, are collectively referred to herein as the “Laurus Securities”. 
 As you may know, in January
2006, Castle Creek Technology Partners LLC (“CC”) filed a lawsuit against Path 1 relating to and challenging the Transactions (the “Lawsuit”). Path 1 has since reached a settlement with CC with respect to the
Lawsuit. Pursuant to the terms of the Settlement Agreement dated February 10, 2006 (the “Series B Settlement Agreement”, a copy of which is attached hereto as Exhibit A) between CC and Path 1, CC has agreed, among other
things, to dismiss the Lawsuit and to receive certain benefits in exchange. Section 6 of the Series B Settlement Agreement provides that each of the Series B Purchasers (other than CC) is a direct and intended third-party beneficiary of the
Series B Settlement Agreement and that each such Series B Purchaser is entitled, as a third-party beneficiary and upon his delivery of written notice to Path 1 pursuant to the procedures described in this letter, to receive all of the same benefits
of CC under the Series B Settlement Agreement (other than under Section 7 thereof), and in return, such Series B Purchaser shall become subject to all of the same burdens as CC under the Series B Settlement Agreement. 
 If you follow such procedures, this letter will constitute a letter agreement and memorialize the Series B Purchaser’s agreement to accept both the
benefits and the burdens of the Series B Settlement Agreement as described above. In this connection, each Series B Purchaser that countersigns and returns this letter agreement to Path 1 as provided herein agrees as follows: 
 Such Series B Purchaser acknowledges receipt of a copy of the Series B Settlement Agreement, which copy is attached hereto as Exhibit A.
Pursuant to Section 6 of the Series B Settlement Agreement, such Series B Purchaser hereby delivers written notice to Path 1 that he (i) wishes to receive the same benefits as CC under the Series B Settlement Agreement (other than under
Section 7 thereof), as if the references to CC in the Series B Settlement Agreement were references to such Series B Purchaser, and (ii) agrees to become subject to the same burdens (including consents, waivers, 








 
renunciations, releases, covenants and agreements) as CC as set forth in the Series B Settlement Agreement, as if the references to CC in the Series B
Settlement Agreement were references to such Series B Purchaser. 
 In order to agree as set forth above, you must (i) countersign
this letter agreement on the signature page hereto, (ii) fax a copy of the complete, executed letter agreement to my attention at 858-346-9016 by no later than 5 p.m. Pacific Time on February 27, 2006, and (iii) mail the original copy
of the complete, executed letter agreement to my attention at Path 1 Network Technologies Inc., 6215 Ferris Square, Suite 140, San Diego, California 92121. Any Series B Purchaser who does not so countersign and return this letter agreement as
described above (faxing by the time and date indicated above) will not be able to obtain the benefits set forth in the Series B Settlement Agreement. 
 Please note that even if you do not do so, your rights can nonetheless be affected by waivers and consents given by CC in the Series B Settlement Agreement in its capacity as a majority holder of the Series B
Preferred Stock and/or of the Series B Preferred Stock and related warrants. 
 Express Reservation of Rights. 
 Nothing contained in the Series B Settlement Agreement or in this letter agreement, express or implied, shall constitute an admission or agreement by
Path 1 that the issuance of the Laurus Securities, and particularly the Laurus Note, in the Transactions required the consent of Path 1’s outstanding Series B Preferred Stock pursuant to Section 10(iii) of the Series B Preferred
Stock’s certificate of designations. Path 1 expressly reserves any and all rights relating to such matters. 
 If you have any
questions, please give me a call or call our lawyer Hayden Trubitt (858-450-5754) or consult with your own independent counsel. As you know, Hayden represents Path 1 and does not represent any of the Series B Purchasers. 
  

	
	 Very truly yours,

	
	   
	 Tom Tullie

	 Chief Executive Officer



  

	
	 AGREED TO, AND CONSENT
 AND WAIVER GRANTED:

	
	   
	 Print Name of Purchaser

	
	   
	 Signature









 Distribution: 
  

			
	 Name
	  	 Fax number

	Steven R. Simpson	  	813-933-9812
	Robert R. Bears, Sr.	  	727-372-1957
	Robert R. Bears, Jr.	  	727-372-1957
	Christopher R. Cope, Trustee	  	425-962-4749








 EXHIBIT A 
 Series B Settlement Agreement 
 See attached.