ALLONGE TO CONVERTIBLE NOTE DATED MAY 16, 2002
Reference is hereby made to the Convertible Note dated May 16, 2002 (the
"Note") by and between Path I Network Technologies Inc., a Delaware corporation
(the "Maker"), with principal offices located at 0000 Xxxxxx Xxxxxx, Xxxxx 000,
Xxx Xxxxx, Xxxxxxxxxx 00000, and Laurus Master Fund, Ltd. (the "Payee"), with
principal offices at c/o Ironshore Corporate Services Ltd., X.X. Xxx 0000 G.T.,
Queensgate House, South Church Street Grand Cayman, Cayman Islands. Terms used
herein and not otherwise defined herein shall have the meaning set forth in the
Note.
Maker and Payee hereby agree to amend the terms of the Note in accordance
with the following terms:
1. Payee shall extend the term of the Note so that the new Maturity Date shall
be May 7, 2004.
2. Section 1.3 shall be amended so that interest shall be payable "on the
first business day of each consecutive calendar month thereafter, and on
the Maturity Date, accelerated or otherwise, due and payable as described
below."
3. Section 2.1 shall be amended so that in the first sentence the reference to
"one-fifteenth" shall be replaced with "one-eighteenth;"
4. Section 2.4 shall be amended so that the Conversion Price set forth in both
the first and second paragraphs shall read "85% of the average of the three
lowest closing prices during the . . ."
5. Section 3.1(b) of the Note, shall be amended so that the new definition of
Maximum Base Price shall be $.85.
6. There are no other modifications to the Note.
PATH 1 NETWORK TECHNOLOGIES INC.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name/Title: Xxxx X. Xxxxxx
Chief Financial Officer
Dated: November 7, 2002
AGREED AND ACCEPTED
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxx Grin
Name: Xxxxx Grin
Title:
