ALLONGE TO CONVERTIBLE NOTES DATED MAY 16,2002 and NOVEMBER 7, 2002
Reference is hereby made to the Convertible Note dated May 16, 2002 and
the Convertible Note dated November 7, 2002 (the "Notes") by and between Path I
Network Technologies Inc., a Delaware corporation (the "Maker"), with principal
offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and
Laurus Master Fund, Ltd. (the "Payee"), with principal offices at c/o Ironshore
Corporate Services Ltd., P .0. Box 1234 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 Notes.
Maker and Payee hereby agree to amend the terms of the Note in
accordance with the following terms:
1. Article IV of each of the Notes shall be amended to add the
following section 4.12:
4.12 Default under Related Agreement. An Event of Default
occurs under and as defined in the Purchase and Security Agreement
dated as of February ___, 2003 between Borrower and Holder, as such
agreement may be amended, modified and supplemented from time to time.
2. There are no other modifications to the Notes.
PATH NETWORK TECHNOLOGIES INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name/Title: ▇▇▇▇ ▇. ▇▇▇▇▇▇ / CFO
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Dated: 2/13/2003
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AGREED AND ACCEPTED
LAURUS MASTER FUND, LTD.
By: /s/ ▇▇▇▇▇ Grin
Name: ▇▇▇▇▇ Grin
Title: President
