LETTER OF RESIGNATION



DATE:    May 24, 2002


TO:      Frederick A. Cary, CEO
         Path 1 Network Technologies Inc.


Dear Mr. Cary:

This letter confirms our agreement and understandings having to do with my
decision to resign as an officer and employee of Path 1.

I have decided to pursue other opportunities for which reason I am tendering my
resignation, effective date on which this letter is signed by both of us. I
understand that I am entitled to COBRA benefits as a result of federal law. You
will provide me with the appropriate notices, procedures and documents for
exercising my rights in this regard.

I am foregoing any right I may have for severance pay and will serve, on a
non-exclusive basis, as a consultant to the company for a period of thirty (30)
days at the rate of $10,000 per month. Any other terms of my consulting contract
will be included in a writing that both you and I will sign. A copy of that
agreement is attached to this letter. Regardless of any other understanding or
agreement, it is understood that, as a consultant, I have the right and ability
to participate in any other business activity, including establishing a new
company, participating in the operation, management or ownership of an existing
company other than Path 1 or managing, consulting with or assisting any other
company, individual or business enterprise. I will also have the right to
consult with any other company or companies during the period in which I am a
consultant to Path 1. My consulting agreement with Path1 may be extended by
mutual agreement of the parties, but any extension must be in writing. It is
understood that, during my consultancy, I will be a third-party, independent
contractor and not a trustee or fiduciary to Path 1, its board or shareholders.

You have also agreed to extend the time for me to exercise any vested options
that I own, to three (3) years. I have a right, at any time during that period,
to exercise any or all of those options. I am also permitted to exercise those
options on a partial basis, if I want, and purchase less than all of the stock
on which I have an option.

I have agreed that any stock I own, or will own pursuant to the exercise of some
or all of my options, will be sold only in accordance with Rule 144 of the
Securities Act of 1933 and any other securities regulations. In that regard, I
agree, on behalf of myself and my successors, assigns and survivors, that I will
not sell any more than 40,000 shares in any thirty (30) day period without prior
written approval from Path 1, which shall not be unreasonably withheld. This
paragraph shall not be applicable in the event of a merger of Path 1 into
another company or in the event that the average trading volume of Path 1 shares
exceeds 100,000 shares daily for a continuous sixty (60) day period. You have
agreed that Path 1 will cooperate with me, or any agent I employ, in the timely
removal of any limitations to my sale of any stock I own or will own and any the
removal of any restrictive legends that would otherwise prevent the sale of any
stock that I own or will own.

I will reasonably cooperate with Path 1 in the execution of any other documents
that the company thinks necessary or advisable in the termination of my
employment. This does not mean that I have an absolute obligation to sign
anything presented to me. I have the right to refrain from agreeing with
anything I reasonably believe to be against my best interest.

We are both signing this letter so that it is understood that we both agree to
its terms. It is effective on the date it is signed by both parties.

Sincerely,

Doug




                  /s/ Douglas A. Palmer              May 24, 2002
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                  Douglas A. Palmer                  Date





                  /s/ Frederick A. Cary              May 24, 2002
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                  Frederick A. Cary                  Date