PATH 1 NETWORK TECHNOLOGIES INC
EXHIBIT 10.17
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<TYPE>EX-10
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<FILENAME>ex1017-billmcknight.txt
<DESCRIPTION>EXHIBIT 10.17
<TEXT>

EXHIBIT 10.17
Terms of Employment between us and William McKnight dated December 15, 2000


March 28, 2001


Mr. William McKnight
2481 Darlington Row
La Jolla, CA 92037

Dear Bill:

Path 1 Network Technologies, Inc. is dedicated to providing advanced, internet
protocol based, network technology to its worldwide markets. As a small, growing
company, we highly value the professional competence and personal commitment of
each member of our team. We believe that your capabilities and professional
aspirations match Path 1's needs and high expectations. I am therefore pleased
to present you with the following offer of employment.

Position:                         Division President, Video Solutions

Reporting to:                     Chief Executive Officer

Classification:                   Exempt

Annual Salary:                    US$160,000 annually, payable bi-weekly.

Sign-On Bonus:                    US$20,000

Severance:                        Three (3) months salary continuation of your
                                  base salary, if your employment with the
                                  company is terminated other than for Cause.
                                  In the   event that your employment is
                                  Constructively Terminated (as defined below)
                                  by the Company, or a successor to the Company,
                                  other than for Cause, you shall receive four
                                  (4) months of base salary as severance.  As
                                  used herein, a "Constructive Termination"
                                  shall be deemed to occur if: (i) there is a
                                  material adverse change in your position
                                  causing such position to be materially reduced
                                  in stature or responsibility, (ii) a reduction
                                  of more than 20% of your base compensation
                                  unless in connection with similar decreases of
                                  other similarly situated employees of the
                                  Company, or (iii) you refuse to relocate to a
                                  facility or location more than 50 miles from
                                  the Company's current location, or (iv) within
                                  a 30-day period immediately following such
                                  material change of reduction described in (i),
                                  (ii) or (iii), you elect to terminate your
                                  employment voluntarily.

Cash Bonus:                       Same as all other employees if approved by the
                                  Board, anticipated to be up to 35% of your
                                  base salary.

Stock Options:                    Grant stock options on 150,000 shares of Class
                                  B Common Stock with an exercise price of
                                  US$4.35 per share with 25,000 shares vesting
                                  after six (6) months or upon involuntary
                                  termination and 125,000 shares vesting
                                  quarterly over four years in accordance with
                                  the company's 1999 Stock Option Plan with an
                                  accelerated vesting provision upon change of
                                  control, subject to Board approval.

Stock Bonus:                      Grant stock options on 150,000 shares of Class
                                  B Common Stock with an exercise price of
                                  US$4.35 per share if you meet certain
                                  performance criteria established by CEO,
                                  vesting  to be based on the company attaining
                                  a US$400 million market cap or US$50 million
                                  revenue base, the same as other key
                                  executives, in  accordance with the company's
                                  1999 Stock Option Plan with an accelerated
                                  vesting provision upon change of control,
                                  subject to Board approval.

Proprietary Information and
Inventions Agreement:             Same as other employees

Health Benefits:                  Same as other employees

Paid Time Off (PTO):              Same as other employees

Start Date:                       January 1, 2000 or earlier at your discretion

Offer Acceptance Date:            December 8, 2000

Your employment with Path 1, should you accept this offer, will not be for any
specific term and may be terminated by you or by Path 1 at any time, with or
without cause and with or without notice.  Any contrary representations or
agreements, which may have been made to you, are superseded by this offer.  The
at-will nature of your employment described in this offer letter shall
constitute the entire agreement between you and Path 1 concerning the duration
of your employment and the circumstances under which you or Path 1 may terminate
the employment relationship.  No person affiliated with Path 1 has the authority
to enter into any oral agreement that changes the at-will status of employment
with the Company.  The at-will term of your employment can only be changed in
writing, signed by you and the President or CEO of the Company, which expressly
states the intention to modify the at-will term of your employment.  By signing
below and accepting this offer, you acknowledge and agree that length of
employment, promotions, positive performance reviews, pay increases, bonuses,
increases in job duties or responsibilities and other changes during employment
will not change the at will term of your employment with Path 1 and will not
create any implied contract requiring cause for termination of employment.  Your
stock option grant does not create any implied promise that you will be employed
for any specific duration.

Although your employment with the Company will be on an at will basis, as
described in the foregoing paragraph, if you resign from your employment
within the first one hundred and eighty days, it is understood and agreed that
you will be responsible for reimbursing and repaying to the Company your sign-
on bonuses of US$20,000.  By signing this offer letter, you specifically agree
that if you do choose to resign within the first one hundred eighty days, the
Company may withhold monies you owe it from any final pay due to you.  If your
final pay is not sufficient to cover the amounts due from you, you agree to
pay the amount still owing to the Company within thirty (30) days of your
separation date.

Your employment pursuant to this offer is contingent upon you executing the
Path 1 Proprietary Information and Inventions Agreement, and upon you
providing Path 1 with the legally-required proof of your identity and
authorization to work in the United States.

As an employee of Path 1, you will be required to comply with all Company
policies and procedures.  In particular, you will be required to familiarize
yourself with and to comply with Path 1's policy prohibiting unlawful
harassment and discrimination and the policy concerning drugs and alcohol.
Violations of these policies may lead to immediate termination of employment.

If you accept this offer of employment, you agree that during your employment
and for one year after you leave the Company, you will not solicit or
encourage, directly or indirectly, any employee or consultant of the Company
to leave the Company, to reduce his or her duties or time commitment to the
Company, or to perform work for any other person or entity.

If you wish to accept this offer, please sign below and return the fully
executed letter to us, along with the executed Path 1 Proprietary Information
and Inventions Agreement.  You should keep one copy of this letter for your
own records.  This offer, if not accepted, will expire on December 8, 2000.

We are looking forward to having you join us at Path 1.  If you have any
questions, please call me at 858-336-3603.

                                   Very truly yours,

                                   Path 1 Network Technologies Inc.


                                   By:  /s/ Michael T. Elliott
                                        Dr. Michael T. Elliott
                                        Chief Executive Officer
_______________________________________________________________________________
I understand that employment with Path 1 Network Technologies Inc. is not for a
specified term, and is at the mutual consent of the employee and the company
subject to the terms stated above.  Accordingly, either the employee or the
company can terminate the employment relationship at will, with or without
cause, at any time.  My signature below is confirmation of my acceptance of this
employment offer. Please return the original signed letter and maintain the copy
for your records.


      Approved and Accepted by:


      /s/ William McKnight                              December 15, 2000
      Mr. William McKnight                                    Date
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