Path 1 Network Technologies Inc. 6215 Ferris Square, Suite 140 San Diego, CA 92121

Exhibit 10.80

		Path 1 Network Technologies Inc. 0000 Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000
[GRAPHIC APPEARS HERE]		Phone 000.000.0000 Fax 000.000.0000 xxx.xxxx0.xxx

September 12, 2003

Xx. Xxx Xxxxxxx

X/x Xxxx 0 Xxxxxxx Xxxxxxxxxxxx Inc.

0000 Xxxxxx Xxxxxx, Xxxxx 000

Xxx Xxxxx, Xxxxxxxxxx 00000

Re: Letter Agreement For Stock Repurchase

Dear Xxx,

This Letter Agreement memorializes our agreement for Path 1 Network Technologies Inc. (the “Company”) to purchase from you $100,000 of the Company’s common stock following the Company’s successful public offering in which the Company’s underwriter exercised its option to purchase all additional units to cover over-allotments with respect this offering.

We agreed that the Company would repurchase 27,777 shares of its common shares at the public offering price of $3.60 per share, less the 7% underwriter commission, resulting in net proceeds of $93,000. Upon receipt of the above-referenced 27,777 shares (that shall not have been pledged or otherwise encumbered), the Company will pay you the net proceeds of $93,000.

If you have any questions, please let me know.

Sincerely,

Xxxx X. Xxxxxx

CFO & General Counsel

Agreed and Approved:

/s/    XXX XXXXXXX

Xxx Xxxxxxx

Date: September 12, 2003