AMENDMENT OF EMPLOYMENT LETTER AGREEMENT

Exhibit 10.70

AMENDMENT OF

EMPLOYMENT LETTER AGREEMENT

This instrument amends the employment letter agreement dated October 16, 2002 between Path 1 Network Technologies Inc. and Xxxx X. Xxxxxx.

The “Severance Agreement” item therein is amended to read in full as follows:

Severance Agreement: Twelve months severance in the form of salary and benefit continuation in case of termination by Path 1 for any reason other than cause. Subject to this severance arrangement, you shall be an “at-will” employee and your employment can be terminated at any time by Path 1, or by you, for any reason or for no reason.

Dated: May 11, 2004

PATH 1 NETWORK TECHNOLOGIES INC.
By:		/S/    XXXX XXXXXX
		(Upon authority of the Compensation Committee, by action taken May 10, 2004)
/S/    XXXX XXXXXX XXXX X. XXXXXX