CONSULTING AGREEMENT

         THIS CONSUTLING AGREEMENT is made and entered into this 24th day of May
2002, by and among Path 1 Network Technologies Inc., a Delaware corporation (the
"Company") and Douglas Palmer ("Consultant").

                                     RECITAL

         The Company desires to engage Consultant in order to take advantage of
his experience, knowledge and abilities in the Company's business, and
Consultant desires to be so engaged, on the terms and conditions set forth in
this Agreement.

                                    AGREEMENT

         Accordingly, in consideration of the mutual covenants set forth below,
the parties agree as follows:

1.       ENGAGEMENT

1.1 Engagement. The company hereby engages Consultant and Consultant hereby
accepts such engagement to perform during the term of this Agreement the
services described in Section 1.2.

1.2 Duties. Consultant will hold himself available for the term of this
Agreement to render consultation and advice to the Company in regard to all
aspects of its business. Without limiting the generality of the foregoing,
Consultant will, at the request and direction of the Company, provide guidance
and counsel to the Company. In order to be in a position to render counsel,
Consultant will, at the specific request and with the approval of the Company,
review such data and reports as from time to time may be furnished to him. It is
understood that Consultant will generally operate outside of the Path 1 offices
but will be available at such offices on a reasonable, "as needed" basis.

1.3 Relationship. Consultant's relationship to the Company under this Agreement
shall be solely that of an independent contractor and the parties shall conduct
themselves accordingly. This Agreement is not intended to create an employment
relationship, nor do the parties intend to create a partnership or joint
venture. The Consultant is not authorized to obligate the Company to any third
party through any contractual agreement or obligation, without express written
consent of the Company.

2.       TERM OF ENGAGEMENT AND TERMINATION

2.1 Term. The term of engagement under this Agreement shall commence June 1,
2002, for a period of thirty (30) days. It may be extended for additional
thirty-day periods by the Company upon five (5) days' written notice, under the
same terms and conditions as are contained herein, and subject to acceptance by
Consultant.

2.2      Termination.      Consultant's engagement under this Agreement shall
terminate prior to the expiration of its term upon the happening of any of the
following events:

(a)      The mutual agreement of the Company and Consultant;

(b)      The death of Consultant;

(c)      At the Company's option, in the event of a material breach of this
Agreement by Consultant;

(d)      At Consultant's option, in the event of a material breach of this
Agreement by the Company;

(e)      In the event that this agreement is superseded by another agreement
between the Company and the Consultant;

2.3 Duties Upon Termination. In the event that engagement under this Agreement
is terminated pursuant to Section 2.2, neither the Company nor Consultant shall
have any remaining duties hereunder, except that (i) the Company shall pay to
Consultant, or his estate, such compensation as is due pursuant to Section 3 as
and when it is due; (ii) Consultant shall continue to be bound by Section 4.

3.       COMPENSATION AND EXPENSE REIMBURSEMENT

3.1 Cash Compensation. Activity by Consultant in the performance of his duties
under this Agreement will be summarized by Consultant on a monthly basis during
the term of this Agreement and reported in writing to the Company. Consultant
shall be paid at the flat rate of $10,000 (ten thousand dollars) for the
consulting period.

3.2 Expenses. Consultant shall generally bear all expenses incurred by him in
the performance of his duties hereunder insofar as normal work product is
anticipated. Expenses incurred by Consultant in traveling at the request of the
Company under this Agreement will be reimbursed by the Company within 15 days of
invoice.

3.3 Withholding. Since Consultant is an independent contractor and not an
employee, no amounts shall be withheld from any payments hereunder for federal,
state, local, FICA, FUTA or other taxes unless required by applicable law.
Consultant undertakes to pay all taxes due with respect to the amounts received
hereunder as and when due.

4.       TRADE SECRETS, ETC.

4.1 Trade Secrets. Consultant shall not, without the prior written consent of
the Company, disclose or use in any way, any confidential business or other
information relating to methods and policies, customer lists and marketing plans
of the Company of which Consultant has knowledge, whether or not conceived or
prepared by Consultant ("Trade Secrets"), other than information which is
generally known in the industry in which the Company transacts business or
acquired from public sources, all of which Trade Secrets are the exclusive and
valuable property of the Company.

4.2 Work For Hire. All work undertaken by consultant on behalf of Company will
be the sole property of Company. Consultant hereby relinquishes any and all
claims or property rights that he may have to any work product developed in
accordance with this agreement and agrees to execute such documents as may be
deemed necessary from time to time in support of this paragraph or the
Agreement.

4.3 Tangible Items. Other than merely personal items, all files, records,
documents, plans specifications, manuals, books, forms, receipts, notes,
reports, memoranda, studies, data, calculations, recordings, catalogues,
software storage media or other compilations of information, correspondence and
all copies, abstracts and summaries of the foregoing and all physical items
related to the business of the Company (collectively, "Property") and owned by
the Company, whether of a public nature or not, and whether prepared by
Consultant or not, are and shall remain the exclusive property of the Company,
and no Property, whether owned by the Company or by another, shall be retained
by Consultant after the termination of this Agreement, without the prior written
consent of the Company.

4.4 Injunctive Relief. Consultant acknowledges and agrees that it would be
difficult to fully compensate the Company for damages resulting from the breach
or threatened breach of the foregoing provisions of this Section 4 and,
accordingly, that the Company shall be entitled to temporary and injunctive
relief, including temporary restraining orders, preliminary injunctions and
permanent injunctions, to enforce such provisions upon proving that it has
suffered or that there is a substantial probability that it will suffer
irreparable harm.

5.       MISCELLANEOUS

5.1 Severability. The invalidity or unenforceability of any particular provision
of this Agreement shall not affect the other provisions, and this Agreement
shall be construed in all respects as if any invalid or unenforceable provision
were omitted.

5.2 Headings. The Section and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

5.3      Governing Law.  The validity, construction and performance of this
Agreement shall be governed by the laws, without regard to the laws as to choice
or conflict of laws, of the State of California.

5.4 Entire Agreement. This embodies the entire agreement and understanding
between the parties pertaining to the subject matter of this Agreement, and
supersedes all prior agreements, understandings, negotiations, representations
and discussions, whether verbal or written, of the parties, pertaining to that
subject matter. There are no promises, terms, conditions or obligations of the
parties pertaining to that subject matter other than as contained in this
Agreement.

5.5      Assignment.  Neither this Agreement nor any rights under this Agreement
may be assigned by Consultant without the prior written consent of the Company.

5.6      Binding Effect.  The provisions of this Agreement shall bind and insure
to the benefit of the parties and their respective successors and permitted
assigns.

5.7 Notices. Any notice or communication required by this Agreement shall be
deemed sufficiently given if in writing and when delivered personally or 72
hours after deposit with the U.S. Postal Service as registered or certified
mail, postage prepaid, and addressed as follows:

                                    If to the Company:

                                    Path 1 Network Technologies Inc.
                                    3636 Nobel Drive #400
                                    San Diego, CA  92122
                                    Attention: Frederick A. Cary

                                    If to the Consultant:

                                    Douglas Palmer
                                    1229 Trieste Dr.
                                    San Diego, CA  92107

or to such other address as a party to whom notice is to be given has furnished
to the other party in the manner provided above.

5.8 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute a single agreement.

5.9 Amendment and Waiver. This Agreement may be amended, modified or
supplemented only by a writing executed by each of the parties. Any party may in
writing waive any provision of this Agreement to the extent such provision is
for the benefit of the waving party. No action taken pursuant to this Agreement,
including any investigation by or on behalf of any party, shall be deemed to
constitute a waiver by that party of its or any other party's compliance with
any representations or warranties or with any provisions of this Agreement. No
waiver by any party of a breach of any provision of this Agreement shall be
construed as a waiver of any subsequent or different breach, and no forbearance
by a party to seek a remedy for noncompliance or breach by another party shall
be construed as a waiver of any right or remedy with respect to such
noncompliance or breach.

5.10     Nondelegable Duties.  Consultant's duties under this Agreement are
personal and may not be delegated, nor may his rights under this Agreement be
assigned.

5.11 Arbitration. Any dispute, action, suit or proceeding arising out of or
relating to this Agreement or the interpretation, performance or breach of this
Agreement shall, if demanded by any party, be determined and settled by
arbitration to be held in the County of San Diego, State of California, in
accordance with the rules of the American Arbitration Association. Any award
rendered by the arbitrator shall be final and binding upon each party to the
arbitration and judgment on the award may be entered in any court.

5.12 Attorneys' Fees. The prevailing party in any suit, arbitration or other
proceeding brought to enforce any provisions of this Agreement, shall be
entitled to recover all costs and expenses of the proceeding and investigaton
(not limited to court costs), including attorneys' fees at the hourly rates
usually charged by that party's attorneys.

           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.



                                   THE COMPANY

                                   PATH 1 NETWORK TECHNOLOGIES INC.


                                   By: /s/ Frederick A. Cary
                                   -----------------------------------
                                   Frederick A. Cary, CEO



                                   CONSULTANT


                                   By: /s/ Douglas A. Palmer
                                   -----------------------------------
                                   Dr. Douglas A. Palmer