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Exhibit 10.2(b) AMENDMENT TO LICENSE AGREEMENT

License Agreement

Exhibit 10.2(b) AMENDMENT TO LICENSE AGREEMENT | Document Parties: Pro Tech  Communications,  Inc. | NCT Hearing Products,  Inc. You are currently viewing:
This License Agreement involves

Pro Tech Communications, Inc. | NCT Hearing Products, Inc.

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Title: Exhibit 10.2(b) AMENDMENT TO LICENSE AGREEMENT
Governing Law: Florida     Date: 3/29/2005
Industry: Communications Equipment     Sector: Technology

Exhibit 10.2(b) AMENDMENT TO LICENSE AGREEMENT, Parties: pro tech  communications   inc. , nct hearing products   inc.
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                                                                 Exhibit 10.2(b)

 

 

                         AMENDMENT TO LICENSE AGREEMENT

 

     Amendment to License Agreement,   dated as of April 21, 2004, by and between

Pro Tech   Communications,   Inc.,   a Florida   corporation   with   offices   at 4492

Okeechobee   Road, Fort Pierce,   Florida 34947 USA ("Pro Tech"),   and NCT Hearing

Products,   Inc.,   a Delaware   corporation   with   offices   at 20 Ketchum   Street,

Westport, Connecticut 06880 USA ("NCT Hearing").

 

     WHEREAS Pro Tech and NCT Hearing are parties to a License Agreement,   dated

as of September 12, 2000 (the "License Agreement"); and

 

     WHEREAS Pro Tech and NCT Hearing   wish to amend the   License   Agreement   to

expand the scope of the license granted therein;

 

     NOW   THEREFORE,   in   consideration   of the mutual   promises   and   covenants

contained   herein and other good and   valuable   consideration,   the   receipt and

sufficiency of which are hereby acknowledged,   Pro Tech and NCT Hearing agree as

follows:

 

1.    Section   1.6 of the   License   Agreement   is hereby   amended   to read in its

     entirety as follows:

 

     1.6   "Licensed   Products" shall mean exclusively those at the ear listening

          and communication devices, including related accessories, which embody

          or employ all or part of the   Licensed   Patents   and/or   the   Licensed

          Technology.

 

2.    Section   1.8 of the   License   Agreement   is hereby   amended   to read in its

     entirety as follows:

 

     1.8   "Market" shall mean the worldwide market for Licensed Products.

 

 

3.    A new Section 2.7 is hereby added to the License Agreement,   to read in its

     entirety as follows:

 

     2.7   Trademark    License.    NCT    Hearing    hereby    grants   Pro   Tech   the

           non-exclusive right, in making,   using,   distributing,   selling and/or

          having sold Licensed Products in the Market, to utilize the trademarks

          and service marks "NOISEBUSTER,"   "PROACTIVE" and "CLEARSPEECH" to the

          extent, and subject to the terms and conditions, set forth in Schedule

          E to this Agreement.   To the extent of any inconsistency   between such

          Schedule E and the body of this   Agreement,   Schedule E shall   govern.

          NCT Hearing hereby   represents to Pro Tech that it is a   non-exclusive

          licensee of such trademarks and service marks from NCT Group, Inc.

 

4.    A new Schedule E is hereby added to the License   Agreement,   to read in its

     entirety as set forth in Schedule E annexed to this Amendment.

 

5.    Pro Tech shall   immediately issue to NCT Hearing Nine Million Eight Hundred

     Twenty-One   Thousand   Four Hundred   Twenty-Nine   (9,821,429)   shares of its

     common   stock,   par value   $.001 per share (the   "Amendment   Shares").   The

     Amendment Shares, upon issuance, shall be duly authorized,   validly issued,

     fully paid and non-assessable.   The Amendment Shares, upon issuance,   shall

     not be registered under the Securities Act of 1933, and the   certificate(s)

     representing   the Amendment   Shares shall contain a legend so stating.   NCT

     Hearing   hereby

 

                                       1

<PAGE>

 

     represents to Pro Tech that it is acquiring   the   Amendment   Shares for its

     own account,   for investment only and not a view toward   distribution.   Pro

     Tech hereby   represents   and warrants to NCT Hearing that (a) Pro Tech is a

     corporation duly organized, validly existing and in good standing under the

     laws of the State of Florida; (b) the issuance by Pro Tech of the Amendment

     Shares as described   herein will not violate the Articles of   Incorporation

     or By-Laws of Pro Tech or any   judicial,   administrative,   governmental   or

     contractual   order or restriction by which Pro Tech is bound or require any

     third party   consent   which   consent will not have been   obtained;   (c) all

     reports   required to be filed by Pro Tech with the   Securities and Exchange

     Commission   (collectively,   the "Reports") have been so filed;   and (d) the

     Reports do not contain   any untrue   statement   of material   fact or omit to

     state a material   fact   required to be stated   therein or necessary to make

     the statements   therein not misleading in light of the circumstances   under

      which they were made.

 

6.    Each party   hereto   represents   and   warrants   to the other that it has the

     power and authority to enter into and perform this Amendment.

 

     Except as set forth   herein,   the License   Agreement   shall   remain in full

     force and effect.

 

     IN WITNESS   WHEREOF,   Pro Tech and NCT Hearing have executed this Amendment

as of the date first written above.

 

PRO TECH COMMUNICATIONS, INC.

 

 

By:   /s/ RICHARD HENNESSEY

   --------------------------


 
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