Exhibit 10.4





 


FIRST AMENDMEN TO THE 


MANUFACTURING, DESIGN AND MARKETING AGREEMENT


 


This FIRST AMENDMENT TO
THE MANUFACTURING, DESIGN AND MARKETING AGREEMENT (this “Amendment”) is entered into by and between Zounds Hearing,
Inc., a Delaware corporation (“Subcontractor”) and InnerScope Hearing Technologies, Inc., a Nevada corporation,
(the “Manufacturer”) dated effective November 2, 2018 (the “Effective Date”). Subcontractor and Manufacturer
may also be referred to herein individually as “Party” or collectively as the “Parties”.


 


RECITALS


 


WHEREAS the Parties have
entered into an agreement effective October 3, 2018 (the “Original Agreement”) whereby the Subcontractor as the Manufacturer’s
subcontractor will provide design, technology, manufacturing and supply chain services to the Manufacturer to enable the Manufacturer
to manufacture hearing aids and related components and accessories to be sold under Manufacturer’s exclusive brand names
(the “Manufacturer’s Products”) through the Manufacturer’s various marketing and distribution channels
as well as Subcontractor’s branded hearing aids and accessories (“Zound Products”).


 


WHEREAS, the Parties now
desire to amend certain terms of the Original Agreement to clarify ongoing payment obligations of the Manufacturer.


 


NOW,
THEREFORE, in consideration of the promises and covenants contained herein, the Parties hereby agree as follows:


 


1.             
Amendment to Section 2. Section 2 of the Original Agreement is hereby deleted and replaced in its entirety with
the following new Section 2:


“2.     Technology
Access Fee.  Manufacturer will pay Subcontractor One Million and No/100 USD ($1,000,000) (the “Technology Access
Fee”). The Technology Access Fee will be paid as follows:


2.1       Cash
Installments. Manufacturer shall pay Subcontractor eight (8) cash installments of $75,000 each. The first cash installment
shall be paid no later than November 2, 2018 and each remaining installment shall be paid in subsequent four (4) week intervals
beginning on the four week anniversary of the payment date of the first installment until such time as a total of $600,000 of cash
installments has been paid.


 


2.2       Payments
for Product Purchases and Product Surcharges. Manufacturer also agrees to purchase units of Zounds Products according to
the following schedule:


 


Month Unit
Purchases


 


November 2018100 units


December 2018165 units


January 2019220 units


February 2019285 units


March 2019350 units


April 2019410 units


May 2019470 units


 


Such purchases are firm orders
and may not be cancelled or delayed for any reason. Payment for each order is due prior to shipment of the products and products
must be shipped no later than the 15th of any month. Manufacturer may choose the number and model of Zounds Products
to purchase so long as the total number of units purchased in any one month is equal to the firm order number of units set forth
above. In addition to the payment of the Product Price as set forth in Section 3.3 and the Royalties set forth in Section 3.5 of
the Original Agreement for each unit, the Manufacturer shall also pay a $200 per unit surcharge (the “Product Surcharge”)
for each unit that is ordered. The Product Surcharge shall only be paid on the first 2,000 units purchased by the Manufacturer.
At such time as a total of $400,000 in the form of the Product Surcharge has been paid by the Manufacturer to the Subcontractor,
the Product Surcharge shall be discontinued.


 


2.3       Full
Payment of Technology Access Fee. At such time as a total of $600,000 in the form of Cash Installments and $400,000 in
form of Product Surcharges for an aggregate total payment of $1,000,000 has been made by the Manufacturer to the Subcontractor
under this Section 2, then the Technology Access Fee shall have been paid in full.”


 


2.             
Defined Terms; Remaining Terms of the Original Agreement. Capitalized terms not defined herein shall be defined
under the terms of the Original Agreement. All remaining terms, rights and obligations of the Parties as set forth in the Original
Agreement that are not amended as set forth herein shall remain in full force and effect.





 


Signature Page to Follow






    	 	 	 



     


    



IN WITNESS WHEREFORE, the Parties have caused this Amendment to be executed by their duly authorized representatives as set forth
below to be effective as of the Effective Date above.


 


ZOUNDS
HEARING, Inc.


 


 


Date: ________________________By:


 


Name: Samuel L. Thomasson


 


Title: President &
Chief Executive Officer


 


Address: 6825 W. Galveston
Street, Suite 9


Chandler, AZ 85226


Fax: ______________________________


Email: ____________________________


 


 


 


 


Innerscope
Hearing Technologies, Inc. 


 


Date: ________________________By:________________________________


 


Name:        Matthew
Moore


 


Title:        CEO


 


Address: 2151 Professional
Drive 2nd Floor


Roseville, CA. 95616


Fax: (916) 218-4101


Email: matthew@innd.com