Form of Unit Certificate



 EXHIBIT 4.2 
  


	No. U	 	UNITS
	 	 	 

 PATH 1 NETWORK TECHNOLOGIES INC. 
  
 ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE 
 EACH UNIT CONSISTING OF THREE SHARES 
 OF COMMON STOCK, $.001 PAR VALUE, AND 
 TWO WARRANTS, EACH TO PURCHASE 
 ONE SHARE OF COMMON STOCK 
  
  

	UNIT CERTIFICATE	 	CUSIP    703186    30    4            
	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS

  
  
 THIS CERTIFIES THAT: 
  
  
  
  
 UNIT CERTIFICATE 
  
 or registered assigns
(the “Registered Holder”) is the owner of the number of Units specified above, each of which consists of three shares of common stock, $.001 par value (the “Common Stock”), of Path 1 Network Technologies Inc. (the
“Company”) and two warrants, each to purchase one share of Common Stock (the “Unit Warrant”). On or prior to the Separation Time (as defined herein), the securities evidenced by this certificate cannot be traded separately. Each
Unit will automatically separate into three shares of Common Stock and two Unit Warrants as of the close of business on Paulson Investment Company, Inc., 2003 [thirty days after the consummation of the public offering of the Units] or such earlier
date as shall be determined by                     , the representative of the several underwriters offering the Units (the “Separation
Time”). The Common Stock and the Unit Warrants comprising the Units shall be separately tradeable commencing on the first day after the Separation Time on which the principal exchange on which the Company’s stock trades is open for
trading. The Unit Warrants comprising part of the Units are issued under and pursuant to a certain Warrant Agreement dated as of
                    , 2003 (the “Warrant Agreement”), between the Company and Registrar & Transfer Company, as Transfer Agent
(the “Transfer Agent”), and are subject to the terms and provisions contained therein and on the face of the certificates covered thereby, to all of which terms and provisions the holder of this Unit Certificate consents by acceptance
hereof. The Warrant Agreement provides for adjustment in the number of shares of Common Stock to be delivered upon the exercise of the Unit Warrant evidenced hereby and to the exercise price of such Unit Warrant in certain events therein set forth.

  
 Copies of the Warrant Agreement are available for inspection
at the stock transfer office of the Transfer Agent or may be obtained upon written request addressed to the Company at 6215 Ferris Square, Suite 140, San Diego, CA 92121, Attention: Chief Financial Officer. 
  
 This Unit Certificate is not valid unless countersigned by the Transfer Agent
of the Company. 
  
 IN WITNESS WHEREOF, the Company has caused
this Unit Certificate to be duly executed manually or in facsimile by two of its duly authorized officers. 
  
 Dated: 
  
 Attest: 
  
  

	 	  	 	 	 PATH 1 NETWORK TECHNOLOGIES
INC.
  

	 /s/    John R. Zavoli        

 SECRETARY
	  	[SEAL]	 	 /s/    [SIGNATURE
ILLEGIBLE]        

 PRESIDENT


  
  

	 COUNTERSIGNED: 
	 	 	 	 
	 	 	 REGISTRAR AND TRANSFER COMPANY
 10 COMMERCE DRIVE
 CRANFORD, NJ
07016
	 	TRANSFER AGENT
	 	 	 	 	  
 BY:
  
 AUTHORIZED SIGNATURE









 PATH 1 NETWORK TECHNOLOGIES INC. 
  

  
 THE REGISTERED HOLDER HEREBY IS ENTITLED, AT ANY TIME, TO EXCHANGE THE UNITS REPRESENTED BY THIS UNIT CERTIFICATE FOR COMMON STOCK CERTIFICATE(S) REPRESENTING THREE SHARES OF COMMON STOCK, FOR EACH UNIT REPRESENTED BY THIS UNIT CERTIFICATE
AND TWO WARRANT CERTIFICATES, EACH REPRESENTING THE RIGHT TO PURCHASE ONE SHARE OF COMMON STOCK, FOR EACH UNIT REPRESENTED BY THIS UNIT CERTIFICATE, UPON SURRENDER OF THIS UNIT CERTIFICATE TO THE TRANSFER AGENT AND REGISTRAR TOGETHER WITH ANY
DOCUMENTATION REQUIRED BY SUCH AGENT. 
  
 REFERENCE IS MADE TO THE
WARRANT AGREEMENT REFERRED TO ON THE FACE HEREOF, AND THE PROVISIONS OF SUCH WARRANT AGREEMENT SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FACE OF THIS CERTIFICATE. COPIES OF THE WARRANT AGREEMENT MAY BE OBTAINED
UPON WRITTEN REQUEST FROM THE TRANSFER AGENT AND REGISTRAR, REGISTRAR & TRANSFER COMPANY. 
  

  
 The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

	JT TEN	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 	UNIF GIFT MIN ACT —	 	 	 	                     Custodian                
    
       (Cust)                      (Minor)
	 	UNIF TRAN MIN ACT	 	—	 	 	 	                     Custodian                
    
       (Cust)                      (Minor)

	TEN COM	 	—	 	as tenants in common	 	 	 	 	 	under Uniform Gifts to Minors	 	 	 	 	 	 	 	under Uniform Transfers to Minors
	TEN ENT	 	—	 	husband and wife as tenants by the entireties	 	 	 	 	 	 Act
                        
               (State)
	 	 	 	 	 	 	 	 Act
                        
               (State)


  
 Additional
abbreviations may also be used though not in the above list. 
  
 For value received,
                                        
                                        
                             hereby sell, assign and transfer unto 
  
  
 FORM OF ASSIGNMENT 
 (TO BE SIGNED ONLY UPON ASSIGNMENT) 
  
 FOR VALUE RECEIVED, the undersigned Registered Holder
(                                        
    ) 
  
 (Please insert social security or other
identification number of Registered Holder) 
  
 hereby sells, assigns and
transfers unto 
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
 (Please Print Name and
Address including Zip Code) 
  
 Units evidenced by the within Unit Certificate,
and irrevocably constitutes and appoints
                                        
                 attorney to transfer this Unit Certificate on the books of Path 1 Network Technologies Inc. with the full power of substitution in the premises.

  
 Dated:
                                        
        ,              
  
 Signature:
                                        
                                 
 (Signature must conform in all respects to the name of Registered Holder as specified on the face of this Unit Certificate in every particular, without alteration or any
change whatsoever, and the signature must be guaranteed in the usual manner.) 
  
 Signatures Guaranteed: 
  
                                       
                                        
                    
 The signatures should be guaranteed
by an eligible institution (banks, stockbrokers, savings and loan association and credit unions with membership in an approved signature medallion program), pursuant to S.E.C. Rule 17Ad-15. 
  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE
COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.