PERSONAL & CONFIDENTIAL                                            July 23, 2001


Mr. Ronald D. Fellman
Chairman of the Board of Directors
Path 1 Network Technologies Inc.
3636 Nobel Drive, Suite 275
San Diego, CA 92122

Dear Ron:

This letter confirms the agreement  between Alliant  Partners and Path 1 Network
Technologies Inc. (the "Company") as follows:

1-   Scope of Assignment:

     Alliant  Partners  is  exclusively  engaged  to  represent  the  Company in
     rendering financial advisory services in connection with a possible sale of
     the Sistolic product line. Our Transaction services will include:
     o    Advice  and  assistance  in   preparation  of  descriptive   materials
          concerning Sistolic,.
     o    Identifying  and  evaluating  potential  acquirers  acceptable  to the
          Company.
     o    Contacting  prospective acquirers approved by the Company to determine
          their level of interest in a Transaction.
     o    Evaluating   the  proposed   structure  and   consideration   for  any
          Transaction,  and making such other  analyses  and  investigations  as
          necessary.
     o    Assisting  the  Company  in  the  negotiation  of all  aspects  of the
          proposed Transaction.
     o    Presentations to the Company's Board of Directors as requested.
     Alliant Partners will not approach prospective acquirers with the Company's
     consent.  Alliant  Partners  will not  purport to bind the  Company or make
     representations  to third  parties  beyond  those  contained in the written
     materials of the Company without the Company's consent.

2-   Compensation:

As compensation for services,  the Company shall pay to Alliant Partners:
a)   An initial  payment of  $10,000,  payable  upon  execution  of this  letter
     agreement.
b)   A success fee payable in cash  immediately upon closing of a Transaction of
     5.0% of the Total  Aggregate  Consideration  from  parties  other  than any
     venture  group led by D. J. Hill or Doug  Palmer  (for which no success fee
     will be due).  Payments to Alliant  Partners  will be free and clear of any
     other  transaction  expenses  incurred by the Company,  including  those of
     legal counsel,  accountants, or other transaction advisors. The success fee
     shall be payable if the Company reaches agreement for a Transaction  during
     this  engagement  or at any time  prior  to six (6)  months  following  the
     termination (as described below) of this engagement.  Such "tail" will only
     apply to an agreed list of parties  that held  discussions  with Alliant or
     the Company concerning the potential  Transaction during the course of this
     engagement.
c)   In addition to the foregoing fees, the Company will also promptly reimburse
     Alliant Partners for out-of-pocket expenses incurred by Alliant Partners in
     connection with services  rendered under this agreement.  All  reimbursable
     expenses will require approval of the Company.

3-   Information / Confidentiality:

(a)  The Company will make available to Alliant  Partners all  information  that
     Alliant Partners  reasonably requests in connection with the performance of
     its services.  Alliant Partners may rely upon the accuracy and completeness
     of such information without  independent  verification and is authorized to
     make  appropriate  use of such  information.  The Company  will furnish any
     appropriate information that may be reasonably required by a third party to
     make a transaction decision.
(b)  Except as  contemplated  by the terms  hereof or as required by  applicable
     law,  Alliant Partners shall keep  confidential  all nonpublic  information
     provided to it by the Company,  and shall not disclose such  information to
     any third party  without the prior  consent of the  Company,  other than to
     such of Alliant Partners'  employees and contractors as have a need to know
     in the course of rendering services under this agreement.

4-   Indemnification:

(a)  If  Alliant  Partners  becomes  involved  in  any  action,   proceeding  or
     investigation  (other  than an  action  between  Alliant  Partners  and the
     Company)  regarding any matter in this letter,  the Company will  indemnify
     Alliant  Partners  against  any  claims,  liabilities  or expenses to which
     Alliant Partners may become subject  (including  reasonable legal and other
     expenses) unless such claims,  liabilities or damages resulted from Alliant
     Partners' gross negligence or willful misconduct as finally determined by a
     court  of   competent   jurisdiction.   The   Company   agrees   that  this
     indemnification  shall apply  whether or not  Alliant  Partners is a formal
     party to such  actions,  and that Alliant  Partners is entitled to separate
     counsel (to be reasonably agreed with the Company,  and whose fees shall be
     reasonable)  at the  Company's  expense  in  connection  with  any of these
     matters.
(b)  The  indemnification  and  reimbursement  obligations  of the Company shall
     extend to the shareholders, directors, employees and contractors of Alliant
     Partners under the same terms that exist between  Alliant  Partners and the
     Company.

5-   Definitions:

(a)  The  "Transaction"   shall  mean  any  transaction  or  related  series  or
     combination of  transactions  whereby,  directly or  indirectly,  assets or
     securities  related to Sistolic are acquired outside the ordinary course of
     business in a sale or exchange for stock, cash or other consideration.  The
     Transaction shall also include joint ventures, partnerings, and development
     agreements.
(b)  The "Total  Aggregate  Consideration"  for purposes of calculating  Alliant
     Partners'  fee shall be the total  amount  received  or  receivable  by the
     Company or its shareholders  upon the  consummation of a Transaction,  plus
     the  amount  of  debt  assumed  by  the  acquirer.   The  Total   Aggregate
     Consideration  shall  include  all  forms  of  consideration   received  or
     receivable by the Company or its shareholders  other than normal employment
     terms typically offered by the acquirer to employees, irrespective of their
     ownership  of  the  Company.   In  the  event  that  the  Total   Aggregate
     Consideration  received in the  Transaction  includes (a) securities of the
     acquiring company, or (b) deferred or contingent payments or acquisition of
     additional  stock or assets  after the initial  closing,  the value of such
     securities  shall be their fair market value, as the parties shall mutually
     agree  at the  time of  signing  a  definitive  agreement,  using  standard
     valuation  methodologies.   Any  amounts  potentially  recoverable  by  the
     acquirer  (including  amounts placed in escrow) related to  representations
     and warranties of the Company will not be deducted from the Total Aggregate
     Consideration.

6-   Other:

Either party may terminate  Alliant  Partners'  engagement at any time,  with or
without cause, upon written notice to the other party. If the Company terminates
this  engagement  letter  agreement in favor of another  engagement with Alliant
Partners  within  thirty (30) days,  the initial  payment of US$10,000  shall be
applied to the new agreement.  If the Company  terminates this engagement letter
agreement  without  executing  another  agreement with Alliant  Partners  within
thirty (30) days, the initial  payment of US$10,000  shall be  forefeited.  This
letter is intended by the parties to be the final expression of their agreement,
and shall supersede any other  correspondence,  conversations and understandings
relating to the subject matter of this letter. This agreement may not be amended
or modified except in writing, and shall be governed by the laws of the State of
California.  Any  dispute  relating  to  this  agreement  shall  be  settled  by
arbitration at the arbitration  center in San Jose according to the rules of the
American  Arbitration  Association,  with any related costs or  attorneys'  fees
recuperated by the prevailing party.

                                                     Alliant Partners

                                                  Signed:  /s/ J. Tom Bentley
                                                  -----------------------------
Agreed and accepted:                                          J. Thomas Bentley
                                                               Managing Partner
Path 1 Network Technologies Inc.


By:  /s/ Ronald D. Fellman
   -----------------------------
        Ronald D. Fellman

Date: 7/23/2001