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
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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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