Exhibit 10.2(a)


                                LICENSE AGREEMENT

License Agreement made this 12th day of September,  2000 by and between Pro Tech
Communications,  Inc., a  corporation  organized  under the laws of the state of
Florida, with offices at 3311 Industrial 25th Street, Fort Pierce, Florida 34946
("Licensee"  or  "Pro  Tech")  and  NCT  Hearing  Products,   Inc.,  a  Delaware
corporation with offices at 20 Ketchum Street, Westport, Connecticut 06880 ("NCT
Hearing").

WHEREAS,  Licensee  is  engaged  in the  design,  development,  manufacture  and
marketing of telephone headsets for various markets around the world; and

WHEREAS,  NCT Hearing is a wholly owned subsidiary of NCT Group, Inc. ("NCT"), a
Delaware  corporation,  and  is  engaged  in the  development  of  active  noise
cancellation  and  speech  enhancement  technologies  that have been  applied to
various  fields and  industries,  and is owner or a direct  licensee from NCT of
certain  United  States and foreign  patents  and  copyrights  covering  various
aspects of these  technologies  which  both  parties  believe  can be applied to
products manufactured and sold by Licensee; and

WHEREAS, Licensee is desirous of obtaining an exclusive license from NCT Hearing
to make,  use,  develop and sell telephone  headsets  incorporating  NCT Hearing
technologies for telephony, multimedia and cellular headset markets.

NOW THEREFORE,  in consideration of the mutual covenants  contained  herein,  as
well as other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties agree as follows:


                             ARTICLE 1. DEFINITIONS

As used herein, the terms described below have the following meanings.

1.1  "Affiliate"  shall  mean  any  Person  which  directly  or  indirectly,  is
     controlled  by, is in control of, or under  common  control with the Person
     with  reference  to which  the term  "Affiliate"  is used.  As used in this
     definition,  "control", including the terms "controlling",  "controlled by"
     and "under common control with",  with respect to the relationship  between
     or among two or more Persons, means the possession,  directly or indirectly
     or as trustee or executor, of the power to direct or cause the direction of
     the affairs or  management  of a Person,  whether  through the ownership of
     voting  securities,  as trustee or  executor,  by  contract  or  otherwise,
     including,  without limitation,  the

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     ownership,  directly or indirectly, of securities having the power to elect
     a majority of the board of directors or similar body  governing the affairs
     of such Person.

1.2  "Confidential  Information" shall mean the information described in Article
     5 below and shall include the Deliverables and any and all samples, models,
     prototypes,  drawings,  specifications,   formulas,  algorithms,  software,
     operating  techniques,  processes,  data,  technical and other information,
     including  any  information  relating  to the status of  research  or other
     investigations  being conducted,  whether given in writing,  orally,  or in
     magnetic  or other  electronic  processing  form to the  extent  that  such
     information is not in the public domain through other than a breach of this
     Agreement.

1.3  "Deliverables"  shall  mean the  models,  specifications,  codes  and other
     documentation and materials  described on Schedule A hereto to be delivered
     by NCT Hearing to Licensee under Section 4.3 of this Agreement.

1.4  "Know-how",  in general, will have its usual and accepted meaning, that is,
     inter alia, all factual  knowledge and  information not capable of precise,
     separate  description  but  which,  in an  accumulated  form,  after  being
     acquired as the result of trial and error, gives to the one acquiring it an
     ability to produce and market  something which one otherwise would not have
     known  how to  produce  and  market  with the same  accuracy  or  precision
     necessary for commercial success.

1.5  "Licensed  Patents" shall mean all those patents  relating to the reduction
     of noise and enhancement of speech by electronic means in headsets owned by
     NCT  Hearing and listed on Schedule B hereto  together  with those  patents
     issued under patent  applications  filed relating to the reduction of noise
     and  enhancement of speech by electronic  means in headsets and also listed
     on Schedule B hereto  including any  continuations,  continuations-in-part,
     divisions, extensions, reissues,  re-examinations or renewals of any of the
     foregoing.

1.6  "Licensed  Products" shall mean  exclusively  those  lightweight,  portable
     headsets, and related accessories to such headsets, which embody or employs
     all or part of the Licensed Patents and/or the Licensed Technology.

1.7  "Licensed Technology" shall mean that unpatented technology relating to the
     reduction  of noise  and  enhancement  of  speech  by  electronic  means in
     headsets  owned by or licensed to NCT Hearing and  described  on Schedule C
     hereto.

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1.8  "Market"  shall  mean the  worldwide  market  for  Licensed  Products  used
     exclusively in the telephony, cellular and multimedia fields.

1.9  "NCT Hearing Technology" shall mean any and all existing technology,  other
     than Sponsor Technology,  relating to the attenuation,  isolation,  control
     and/or  cancellation of noise and/or signals,  now or hereinafter  owned or
     licensed  by or to NCT  Hearing  and/or  its  Subsidiaries  or  affiliates,
     including  without  limitation  all  know-how,   trade  secrets,   methods,
     operating  techniques,  processes,  software,  materials,  technical  data,
     engineering information, formulas, specifications,  drawings, machinery and
     apparatus, patents, patent applications,  copyrights and other intellectual
     property relating thereto.

1.10 "NCT  Hearing  Technology  License"  shall mean the license to the Licensed
     Patents  and the  Licensed  Technology  granted by NCT  Hearing to Licensee
     under Article 2 of this Agreement.

1.11 "Person" shall mean any individual, partnership, firm, corporation, limited
     liability  company,  joint  venture,  association,   trust,  unincorporated
     organization or other entity,  as well as any syndicate or group that would
     be deemed to be a person under Section 13(d)(3) of the Securities  Exchange
     Act of 1934, as amended.

1.12 "Sponsor  Technology"  shall mean with  respect  to a party  hereto (i) all
     existing  technology  owned  or  licensed  by  or  to a  party  and/or  its
     Affiliates which, by virtue of contract restrictions binding on such party,
     cannot be disclosed or transferred to the other party on the same terms and
     conditions as NCT Hearing  Technology or Licensee  Technology,  as the case
     may be; and (ii) all existing technology which results from the combination
     of a party's technology and a third party's technology, and which by virtue
     of  contract  restrictions  binding  on the  party in  question,  cannot be
     disclosed  or  transferred  to the  other  party  on  the  same  terms  and
     conditions as NCT Hearing  Technology or Licensee  Technology,  as the case
     may be.

1.13 "Technical  Information"  shall mean technical,  design,  engineering,  and
     manufacturing  information and data pertaining to the design,  manufacture,
     commercial  production and distribution of Licensed Products in the form of
     designs,   prints,   plans,  material  lists,   drawings,   specifications,
     instructions,  reports, records, manuals, other written materials, computer
     programs and software and other forms or media relating thereto.

                               ARTICLE 2. LICENSES

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2.1  The NCT  Hearing  Technology  License - License  to  Licensed  Patents  and
     Licensed Technology. Subject to the terms and conditions of this Agreement,
     NCT Hearing hereby grants to Licensee a license to make,  use,  distribute,
     sell and/or have sold Licensed Products solely in the Market.

2.2  Exclusivity.  The NCT Hearing  Technology  License  shall be  exclusive  as
     against all others for the manufacture,  use and sale of Licensed  Products
     solely in the Market.

2.3  Assignment and Sublicensing.  The rights and licenses granted hereunder may
     not be sublicensed, conveyed, assigned or otherwise transferred by Licensee
     to any third party  without NCT  Hearing's  prior  written  consent in each
     instance.  In  addition,  Licensee  shall  have the right to have  Licensed
     Products  manufactured  for it by  others  but  only  after  obtaining  NCT
     Hearing's  prior written  consent and only under  nondisclosure  agreements
     implemented in accordance with the provisions of Articles 4 and 5 hereof.

2.4  Acceptance.  Licensee  hereby (i) accepts the rights  under the NCT Hearing
     Technology  License  granted to it by NCT Hearing under this Article 2, and
     (ii)  acknowledges that the rights that NCT Hearing has granted to Licensee
     hereunder are exclusive and limited to the manufacture,  use,  distribution
     and sale of Licensed  Products in the Market subject to the limitations set
     forth herein.

2.5  Patent and Copyright  Notices.  Licensee  shall mark each Licensed  Product
     sold,  leased,  distributed  or otherwise  transferred  and shall cause all
     licenses,  contracts and agreements with other parties for the sale, lease,
     distribution,  use or other  disposition of Licensed  Products to contain a
     provision  requiring,  if feasible in Licensee's  reasonable opinion,  such
     other  parties  to  mark  each  Licensed  Product  with a  suitable  legend
     identifying  the  Licensed   Patents  and  Licensed   Technology  with  the
     appropriate  patent  or  copyright  notice,  as the  case  may be.  If,  in
     Licensee's  reasonable opinion, the Licensed Product is too small to have a
     legend  placed on it,  Licensee will use all  reasonable  efforts to have a
     legend placed on the software and/or  packaging  accompanying  the Licensed
     Product.

2.6  Product  Marking.  Licensee shall  prominently  mark each Licensed  Product
     sold,  leased,  distributed  or otherwise  transferred  and shall cause all
     licenses,  contracts and agreements with other parties for the sale, lease,
     distribution,  use or other  disposition of Licensed  Products to contain a
     provision  requiring,  if feasible in Licensee's  reasonable opinion,  such
     other parties to  prominently  mark each  Licensed  Product with a suitable
     legend   identifying  the  Licensed   Product  as  being  a  product  which
     incorporates  NCT  Hearing's  technology  for the  reduction  of  noise  by
     electronic  means and including the words:  "with NCT Hearing  Technology".
     If, in Licensee's  reasonable opinion, the Licensed Product is too small to
     have such a legend placed on it,  Licensee will use all reasonable

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     efforts  to have such a legend  placed  on the  software  and/or  packaging
     accompanying the Licensed Product.

                          ARTICLE 3. FEES AND ROYALTIES

3.1  Fees.  Licensee  shall  issue to NCT Hearing  Twenty  Three  Million  Seven
     Hundred Two Thousand  Seven  Hundred  Fifty  (23,702,750)  shares of common
     stock of the  Licensee,  representing  sixty  percent  (60.0%) of the fully
     diluted  outstanding  common  stock of the  Licensee,  as a  non-refundable
     up-front license fee upon execution of this Agreement.

3.2  Unit royalties.  Should NCT Hearing's  equity interest in all of the issued
     and outstanding capital stock of Licensee (as determined on a fully diluted
     basis)  fall below  fifty and one tenth  percent  (50.1%),  Licensee  shall
     promptly  thereafter  commence  payment to NCT  Hearing  of a royalty  with
     respect  to each  Licensed  Product  (which  term for  purposes  of royalty
     calculations shall not include prototypes or engineering  samples furnished
     without consideration to unaffiliated customers) sold, leased,  distributed
     or otherwise  transferred  by Licensee,  any  sublicensee  permitted  under
     Section 2.3 above or otherwise as follows:

          6% of Pro Tech's Sale Price for each Unit sold, leased, distributed or
          otherwise transferred.

     For purposes of the foregoing  royalty  calculations  "Unit" shall mean one
     (1)  Licensed  Product,  and "Pro Tech's  Sale Price"  shall mean the gross
     invoice price to the purchaser or other transferee  before the deduction of
     any discounts,  rebates or set-offs but not including amounts to be paid by
     the purchaser,  lessee or other transferee for  transportation,  packing or
     insurance;  excise,  sales,  V.A.T. or other taxes not based on income;  or
     customs,  duties, fees, commissions or other customs expenses. In the event
     that any purchaser, lessee or other transferee returns to Pro Tech any Unit
     sold,  leased,  distributed  or otherwise  transferred  to such  purchaser,
     lessee  or  other  transferee  by Pro Tech  either  because  such  Unit was
     defective or otherwise,  NCT Hearing will credit the account of Pro Tech in
     the amount of any royalty  paid or payable  hereunder  with respect to such
     Unit. Such credit shall be applied to the immediately  succeeding  calendar
     quarter after Pro Tech advises NCT Hearing in writing of such return(s).

3.3  Payment. Unit royalties shall be paid to NCT Hearing within forty-five (45)
     days from the last day of each  calendar  quarter of each  calendar year as
     provided  in Article 7.  Licensee  agrees  that NCT Hearing may inspect its
     royalty/revenue  records once a year upon thirty (30) days  notice,  at NCT
     Hearing's own expense,  including  computer generated or computer compelled
     information as to Units of Licensed Products sold,  leased,  distributed or
     otherwise  transferred and Units of Licensed Products  manufactured  and/or
     held in inventory, as well as extant invoices,  inventory records,

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     shipment  documents  and  similar   information  and  material   reasonably
     necessary to confirm or verify the Unit royalties due hereunder.

                      ARTICLE 4. DISCLOSURE OF INFORMATION,
                                DATA AND KNOW-HOW

4.1  Disclosure.  The  parties  shall  disclose  to each other such  appropriate
     Technical  Information  as may be  reasonably  required to  accomplish  the
     purposes of this Agreement. It is agreed, however, that neither party shall
     be  obligated to disclose  information,  the  disclosure  of which has been
     restricted by a third party.

4.2  Treatment.  All  disclosed  Technical  Information  which  is  Confidential
     Information  (as defined in Article 5 below) shall be kept  confidential by
     the receiving party in accordance with the further  provisions of Article 5
     below and will remain the property of the disclosing party. Any source code
     disclosed  by NCT Hearing  shall also be subject to the  provisions  of NCT
     Hearing's  form of  Source  Code  Delivery  Agreement,  a copy of  which is
     attached as Schedule D hereto.

4.3  Deliverables. NCT Hearing shall deliver the Deliverables to Licensee and in
     accordance with the delivery dates set forth on Schedule A hereto.

                           ARTICLE 5. CONFIDENTIALITY

5.1  Definitions. Each party possesses and will continue to possess confidential
     information  relating to its business and technology  which has substantial
     commercial  and  scientific  value in the  business  in which it is engaged
     ("Confidential   Information").   Subject  to  Section  5.4,   Confidential
     Information  includes,  but  is not  limited  to:  Deliverables,  Technical
     Information,   trade  secrets,  processes,  formulas,  data  and  know-how,
     discoveries,  developments, designs, improvements,  inventions, techniques,
     marketing   plans,   strategies,    forecasts,   new   products,   software
     documentation,  unpublished  financial  statements,  budgets,  projections,
     licenses,  prices,  costs,  customer  lists,  supplier  lists and any other
     material marked "Confidential Information", "Proprietary Information" or in
     some  other  reasonable   manner  to  indicate  it  is  confidential.   Any
     Confidential  Information  disclosed  between the parties  hereto orally or
     visually, in order to be subject to this Agreement,  shall be so identified
     to the receiving party at the time of disclosure and confirmed in a written
     summary  appropriately marked as herein provided within ten (10) days after
     such oral or visual disclosure.

5.2  Treatment.  Each party shall  during the term of this  Agreement  and for a
     period of five (5) years thereafter, hold in confidence and not disclose to
     third parties except as  specifically  permitted

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     under  this  Section  5.2 and  Section  5.4 below any and all  Confidential
     Information  of the other party  disclosed  directly or indirectly to it by
     the other party.


     Each party shall take the following minimum  safeguards with respect to the
     Confidential Information of the other party:


     (a)  only  those of its  employees  who need to receive  the other  party's
          Confidential  Information  in order to carry out the  purposes of this
          Agreement shall have access to such  information and such access shall
          be limited to only so much of such information as is necessary for the
          particular employee to properly perform his or her functions;

     (b)  all documents,  drawings, writings and other embodiments which contain
          Confidential  Information  of the other party shall be maintained in a
          prudent  manner in a secure  fashion  separate  and apart  from  other
          information in its  possession and shall be removed  therefrom only as
          needed to carry out the purposes of this Agreement;

     (c)  all documents, drawings, writings and other embodiments of information
          the  security  or  safekeeping  of which are  subject to  governmental
          regulations shall be kept in accordance with those regulations;

     (d)  all employees and  contractors  who shall have access to  Confidential
          Information  of the other party shall be under  written  obligation to
          it:  (i) to  hold in  confidence  and not  disclose  all  Confidential
          Information made available to them in the course of their  employment;
          (ii)  to use  such  Confidential  Information  only in the  course  of
          performing  their  employment  duties;  and  (iii) to  assign to their
          employer or the party  retaining them all  inventions or  improvements
          relating to their  employer's  business and  conceived  while in their
          employer's  employ unless such  assignment is prohibited by applicable
          law.

     Notwithstanding the foregoing, a party receiving  Confidential  Information
     of  the  other  party  may  disclose  Confidential  Information  (a) in any
     proceeding  under  Article 12 hereof,  to the extent  such  information  is
     relevant  to  the  dispute  between  the  parties  hereto  and  appropriate
     protective order has been entered in such proceeding topreserve the secrecy
     of the Confidential Information, and (b) to its subcontractors and material
     and  component  suppliers so much of such  Confidential  Information  as is
     necessary  to enable  such  party to perform  its  duties  and  obligations
     related to the  accomplishment  of the purposes of this Agreement  provided
     that such  subcontractors  and  suppliers

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     are obligated to such party in writing:  (i) to hold in confidence  and not
     disclose such information;  and (ii) not to use such information  except as
     authorized  by  such  party.   In  no  event  shall  the  party   receiving
     Confidential Information of the other party disassemble,  reverse engineer,
     re-engineer, redesign, decrypt, decipher, reconstruct, re-orient, modify or
     alter any  Confidential  Information of the disclosing party or any circuit
     design,  algorithm,  logic or program code in any of the disclosing party's
     products,  models or prototypes which contain  Confidential  Information or
     attempt any of the foregoing without first obtaining written consent of the
     disclosing party in each instance.

5.3  Return.  All  documents,  drawings,  writings  and other  embodiments  of a
     party's  Confidential  Information,  as well as those produced,  created or
     derived  from  the  disclosing  party's   Confidential   Information  which
     incorporate the disclosing party's Confidential  Information and all copies
     thereof  shall be  returned  promptly  to it by the  other  party  upon the
     termination of this  Agreement  provided that the parties shall continue to
     be bound by the provisions of Section 5.2 above.

5.4  Exclusions. Confidential Information shall not include information that:

     (a)  was at the time of disclosure in the public domain through no fault of
          the party receiving it;

     (b)  becomes  part of the  public  domain  after  disclosure  to the  party
          receiving it through no fault of such party;

     (c)  was in the  possession  of the party  receiving  it (as  evidenced  by
          written  records)  at the  time of  disclosure  and  was not  acquired
          directly or indirectly  from the other party, or a third party, as the
          case may be, under a continuing  obligation of confidence of which the
          party receiving it was aware;

     (d)  was  received  by the party  receiving  it (as  evidenced  by  written
          records) after the time of disclosure hereunder from a third party who
          did not require it to be held in confidence and who did not acquire it
          directly  or  indirectly  from  the  other  party  under a  continuing
          obligation of confidence of which the party receiving it was aware;

     (e)  required by law, governmental regulations, court order or the rules of
          any  relevant  securities  exchange to be  disclosed,  but only to the
          extent of such required disclosure; provided, that a party required to
          so disclose Confidential  Information shall use best efforts to notify
          the other party of such  potential  disclosure  so that such party may
          seek a

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          protective  order or other remedies to maintain in confidence any such
          Confidential Information;

     (f)  was developed independently by the receiving party and without the use
          of any  Confidential  Information  received from the disclosing  party
          under this Agreement; or

     (g)  was or is disclosed by the party  owning it to third  parties  without
          restrictions  on use  or  disclosure  comparable  to  those  contained
          herein.

                 ARTICLE 6. DISCOVERIES AND DUAL IMPROVEMENTS

6.1  Joint Discoveries; Dual Improvements. In the event that Licensee on the one
     hand, and NCT Hearing and/or NCT on the other, jointly discover, develop or
     create any intellectual property whether patentable or non-patentable,  all
     rights and  interest in and to such  intellectual  property  shall be owned
     equally by Licensee  and NCT Hearing  and each party  hereby  grants to the
     other a royalty free, fully paid up, perpetual,  irrevocable license to use
     and exploit any such intellectual property anywhere in the world.

6.2  Individual Discoveries.  In the event that either Licensee on the one hand,
     or NCT Hearing and/or NCT on the other,  independently discover, develop or
     create any intellectual property whether patentable or non-patentable,  all
     right,  title and interest in and to such  intellectual  property  shall be
     owned by the party discovering, developing or creating the same.

6.3  Further  Assurances.  The parties shall take all action  legally  permitted
     that may be necessary or  appropriate  to insure full  compliance  with the
     provisions  of this Article 6  notwithstanding  the fact that  intellectual
     property covered by this Article 6 may be discovered,  developed or created
     by an employee or independent contractor of one of the parties hereto.

                   ARTICLE  7.  PAYMENTS,  REPORTS  AND  RECORDS

Royalties,  if applicable as defined in Section 3.2, shall be due and payable in
U.S.  dollars in immediately  available funds within  forty-five (45) days after
the last business day of each calendar  quarter of each calendar year during the
term of this  Agreement.  Royalties  may be paid by wire  transfer to an account
designated by NCT Hearing or by certified  check delivered to NCT Hearing on the
date such Royalties are due. Late payments of Royalty shall bear interest on the
unpaid amount at the annual rate of twelve  percent (12%)  compounded  quarterly
until fully paid. If requested by NCT Hearing,  the Chief  Financial  Officer or
another  authorized  officer of the  Licensee  shall  provide NCT Hearing with a
certified  written royalty report (the "Royalty  Report") for each of Licensee's
fiscal years (or portions thereof) during the term of this Agreement,  for which
royalties  were due to NCT  Hearing,  within  sixty (60) days of the end of each
calendar

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year of this  Agreement.  Such Royalty  Reports  shall be prepared in accordance
with generally accepted accounting  principles applied in a consistent manner. A
similar  Royalty  Report  shall be rendered  and Royalty  payment  shall be made
within sixty (60) days after  termination  of this  Agreement,  provided,  that,
royalties were payable to NCT Hearing during the term of this Agreement.

                                 ARTICLE 8. TERM

The term of this Agreement  shall begin on the date hereof and,  unless extended
or earlier  terminated by the written agreement of the parties or the provisions
of Article 9 below,  shall expire  immediately upon either:  (i) with respect to
rights granted under any patent  hereunder,  the expiration of that patent under
applicable law; or (ii) with respect to the other rights granted hereunder, upon
the expiration of the last to expire of the patents licensed hereunder.

                             ARTICLE 9. TERMINATION

9.1  General.  This  Agreement  may be  terminated  prior to the end of the term
     provided in Article 8 above under any of the  following  provisions of this
     Article.

9.2  Breach.  In the  event  of a  material  breach  of this  Agreement,  if the
     defaulting  party fails to cure the breach  within thirty (30) days, in the
     case of a breach involving non-payment of amounts to be paid hereunder,  or
     sixty  (60)  days,  in the  case  of any  other  kind of  material  breach,
     following  its  receipt of written  notice  from the  non-defaulting  party
     specifying the nature of the breach and the corrective  action to be taken,
     then the  non-defaulting  party may terminate this  Agreement  forthwith by
     delivering  its  written  declaration  to the  defaulting  party  that this
     Agreement is terminated.

9.3  Insolvency. If one of the parties becomes bankrupt or insolvent, or files a
     petition  therefor,  or  makes a  general  assignment  for the  benefit  of
     creditors, or otherwise seeks protection under any bankruptcy or insolvency
     law,  or upon  the  appointment  of a  receiver  of the  assets  of a party
     ("defaulting  party")  then  the  other  party  shall  have  the  right  to
     immediately  terminate this Agreement upon written notice to the defaulting
     party provided, in any such instance,  that said right of termination shall
     be postponed for as long as the defaulting  party  continues to conduct its
     business in the ordinary course.

9.4  Survival  of  Certain  Terms.   Notwithstanding  the  termination  of  this
     Agreement  under any of the  provisions  of this  Article  9, the terms and
     conditions  of Section 4.2 and  Articles 5, 6, 7, 18, and 19 shall  survive
     termination  of this  Agreement  and shall  continue to be  applicable  and
     govern the parties with respect to the subject matter thereof.

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9.5  Document  Return.  Each party shall return to the other party within thirty
     (30) days of the date of termination under either Article 8 or this Article
     9 all of the Confidential  Information  received pursuant to this Agreement
     together with all other tangible property loaned for the  implementation of
     this Agreement.

                            ARTICLE 10. FORCE MAJEURE

In the  event  of  enforced  delay in the  performance  by  either  party of its
obligations  under  this  Agreement  due  to  unforeseeable  causes  beyond  its
reasonable  control  and  without its fault or  negligence,  including,  but not
limited to, acts of God, acts of the government, acts of the other party, fires,
floods,  strikes,  freight  embargoes,  unusually  severe weather,  or delays of
subcontractors  due to such causes (an "Event of Force  Majeure"),  the time for
performance of such obligations shall be extended for the period of the enforced
delay;  provided  that the party  seeking the benefit of the  provisions of this
paragraph  shall,  within ten (10) days after the beginning of any such enforced
delay,  have  first  notified  the other  party in  writing  of the  causes  and
requested  an extension  for the period of the enforced  delay and shall use all
reasonable endeavors to minimize the effects of any Event of Force Majeure.

                           ARTICLE 11. APPLICABLE LAW

The terms and conditions of this Agreement and the performance  thereof shall be
interpreted in accordance with and governed by the laws of the State of Delaware
and the United  States of America,  without  giving  effect to conflicts of laws
principles.

                                       11
<PAGE>


                         ARTICLE 12. DISPUTE RESOLUTION

The parties agree to attempt in good faith to resolve any dispute arising out of
or in  connection  with the  performance,  operation or  interpretation  of this
Agreement  promptly  by  negotiation  between  the  authorized  contacts  of the
parties.

If a dispute should arise,  the authorized  contacts will meet at least once and
will attempt to resolve the matter.  Either  authorized  contact may request the
other to meet within fourteen (14) days, at a mutually agreed time and place. If
the matter has not been resolved within thirty (30) days of a request being made
for such a  meeting,  the  authorized  contacts  shall  refer the  matter to the
representatives  of the parties who are responsible for matters at the policy or
strategic  level  who shall  meet  within  fourteen  (14) days of the end of the
thirty (30) day period referred to above, at a mutually agreed time and place.

If the matter has not been  resolved  within thirty (30) days of a request being
made for this meeting, the parties shall proceed as follows:

     (a)  Any action,  suit or proceeding  where the amount in controversy as to
          at least one party,  exclusive of the interest and costs,  exceeds one
          million dollars (a "Summary  Proceeding"),  arising out of or relating
          to this  Agreement  or the breach,  termination  or validity  thereof,
          shall be litigated  exclusively  in the Superior Court of the State of
          Delaware  (the  "Delaware  Superior  Court")  as a summary  proceeding
          pursuant  to Rules  124-131 of the  Delaware  Superior  Court,  or any
          successor rules (the "Summary Proceeding Rules").  Each of the parties
          hereto  hereby  irrevocably  and  unconditionally  (i)  submits to the
          jurisdiction   of  the  Delaware   Superior   Court  for  any  Summary
          Proceeding,  (ii) agrees not to commence any Summary Proceeding except
          in the Delaware Superior Court,  (iii) waives, and agrees not to plead
          or to make,  any  objection to the venue of any Summary  Proceeding in
          the Delaware Superior Court,  (iv) waives,  and agrees not to plead or
          to make, any claim that any Summary Proceeding brought in the Delaware
          Superior   Court  has  been   brought  in  an  improper  or  otherwise
          inconvenient  forum,  (v) waives,  and agrees not to plead or to make,
          any claim that the Delaware Superior Court lacks personal jurisdiction
          over it, (vi) waives its right to remove any Summary Proceeding to the
          federal  courts  except  where such  courts  are vested  with sole and
          exclusive  jurisdiction  by statute and (vii)  understands  and agrees
          that it shall not seek a jury trial or punitive damages in any Summary
          Proceeding  based upon or arising out of or otherwise  related to this
          Agreement  and  waives any and all rights to any such jury trial or to
          seek punitive damages.

                                       12
<PAGE>


     (b)  In the event  any  action,  suit or  proceeding  where  the  amount in
          controversy as to at least one party, exclusive of interest and costs,
          does not exceed One Million Dollars (a  "Proceeding"),  arising out of
          or relating to this  Agreement or the breach,  termination or validity
          thereof  is  brought,  the  parties to such  Proceeding  agree to make
          application  to the  Delaware  Superior  Court to  proceed  under  the
          Summary  Proceeding  Rules.  Until  such time as such  application  is
          rejected, such Proceeding shall be treated as a Summary Proceeding and
          all of the foregoing  provisions  of this Article  relating to Summary
          Proceedings shall apply to such Proceeding.

     (c)  In the event a Summary  Proceeding  is not  available  to resolve  any
          dispute  hereunder,  the  controversy  or claim  shall be  settled  by
          arbitration   conducted  on  a  confidential  basis,  under  the  U.S.
          Arbitration  Act,  if  applicable,  and the  then  current  Commercial
          Arbitration   Rules   of   the   American   Arbitration    Association
          ("Association")   strictly  in  accordance  with  the  terms  of  this
          Agreement  and the  substantive  law of the  State  of  Delaware.  The
          arbitration  shall be conducted at the  Association's  regional office
          located  closest to  Licensee's  principal  place of business by three
          arbitrators,  at least one of whom  shall be  knowledgeable  in active
          noise cancellation and speech enhancement technologies and one of whom
          shall be an  attorney.  Judgment  upon the  arbitrators'  award may be
          entered and enforced in any court of competent  jurisdiction.  Neither
          party shall  institute a  proceeding  hereunder  unless at least sixty
          (60) days prior thereto such party shall have given written  notice to
          the  other  party  of its  intent  to do so.  Neither  party  shall be
          precluded  hereby from  securing  equitable  remedies in courts of any
          jurisdiction,  including,  but not limited to,  temporary  restraining
          orders and preliminary  injunction to protect its rights and interests
          but such shall not be sought as a means to avoid or stay arbitration.

     (d)  Licensee  hereby  designates and appoints CT  Corporation  System with
          offices on the date hereof at 1200 South Pine Island Road, Plantation,
          Florida  33324 as its  agent to  receive  service  of  process  in any
          Proceeding or Summary  Proceeding.  NCT Hearing hereby  designates and
          appoints  Corporation  Service Company with offices on the date hereof
          at 1013 Centre  Road,  Wilmington,  DE 19805,  as its agent to receive
          such service.  Each of the parties hereto further covenants and agrees
          that, so long as this  Agreement  shall be in effect,  each such party
          shall maintain a duly appointed agent for the service of summonses and
          other legal  processes  in the State of  Delaware  and will notify the
          other parties hereto of the name and address of such agent if it is no
          longer the entity identified in this article.


                   ARTICLE  13.  ANNOUNCEMENTS  AND  PUBLICITY

                                       13
<PAGE>


Except for any disclosure  which may be required by law,  including  appropriate
filings with the Securities and Exchange Commission and the Nasdaq Stock Market,
Inc., neither party may disclose the unit royalty terms set forth in Section 3.2
of this Agreement  without the consent of the other,  which consent shall not be
unreasonably withheld.  Upon the execution of this Agreement NCT Hearing and Pro
Tech each  intend  to issue a press  release  in NCT  Hearing's  and Pro  Tech's
customary  format and manner,  respectively,  reporting  the  execution  of this
Agreement  and its general  subject  matter  provided that each party shall have
received the other party's prior written  approval  thereof which approval shall
not be unreasonably withheld or delayed.

                            ARTICLE 14. SEVERABILITY

If any part of this  Agreement  for any  reason  shall be  declared  invalid  or
unenforceable,  such decision shall not affect the validity or enforceability of
any remaining  portion,  which shall remain in full force and effect;  provided,
however,  that in the event a part of this Agreement is declared invalid and the
invalidity or enforceability of such part has the effect of materially  altering
the obligations of any party under this Agreement,  the parties agree,  promptly
upon such  declaration  being  made,  to  negotiate  in good faith to amend this
Agreement  so as to put such  party in a position  substantially  similar to the
position such party was in prior to such declaration.

           ARTICLE 15. RIGHTS OF ASSIGNMENT;  SUCCESSORS AND ASSIGNS

Neither NCT Hearing nor Licensee  shall have any right to assign this  Agreement
or any of their  respective  rights or  obligations  under this Agreement to any
third party except by operation of law or with the prior written  consent of the
other  party.  In the  event  Licensee  wishes to  assign  any of its  rights or
obligations  under this  Agreement to an Affiliate  of Licensee,  NCT  Hearing's
consent will not be  unreasonably  withheld.  In the event NCT Hearing wishes to
assign any of its rights or obligations  under this Agreement to an Affiliate of
NCT  Hearing,   Licensee's  consent  will  not  be  unreasonably  withheld.  The
provisions of this Agreement  shall inure to the benefit of, or be binding upon,
the successors and assigns of each party hereto.

                               ARTICLE 16. NOTICES

Any  notices  under  this  Agreement  shall be in  writing  and  shall be deemed
delivered on the date of delivery if delivered by personal  service,  or sent by
telecopy and confirmed by first class  registered or certified mail, or same day
or overnight  courier  service with postage or charges  prepaid and on the third
day following  dispatch if sent only by first class registered or certified mail
or same day or overnight courier service with postage or charges prepaid. Unless
subsequently  notified in writing in  accordance  with this Article by the other
party, any notice or  communication  hereunder shall be addressed to NCT Hearing
as follows:

                  NCT Hearing Products, Inc.
                  20 Ketchum Street
                  Westport, CT  06880

                                       14
<PAGE>


                  Attn: President
                  Fax No:  203-226-4447

to Licensee as follows:

                  Pro Tech Communications, Inc.,
                  3311 Industrial 25th Street
                  Fort Pierce, Florida 34946
                  Attn:  Rich Hennessey
                  Fax No.:  561-464-6644


                                ARTICLE 17. TAXES

Licensee  shall be  solely  responsible  for any  sales,  use,  occupational  or
privilege  taxes,   duties,  fees  or  other  similar  charges  imposed  by  any
governmental  authority  in  connection  with  the  manufacture,   sale,  lease,
distribution,  use or other  disposition by Licensee of Licensed Products or the
Licenses  granted  hereunder.  Any other taxes,  including income taxes based on
royalties and other payments to NCT Hearing,  shall be the responsibility of NCT
Hearing.

                          ARTICLE 18. INDEMNIFICATION

Each of NCT Hearing and Licensee agrees to indemnify,  defend, and hold harmless
the  other  party  and  each  of its  officers,  directors,  employees,  agents,
successors and assigns (hereinafter referred to in the aggregate in this Article
as  "the  Indemnified  Party")  against  any and all  losses,  claims,  damages,
liabilities,  costs  and  expenses  (including  without  limitation,  reasonable
attorneys'  fees and other  costs of defense of every  kind  whatsoever  and the
aggregate  amount of  reasonable  settlement of any suit,  claim or  proceeding)
which the  Indemnified  Party may incur or for which the  Indemnified  Party may
become liable on account of any suit, claim or proceeding purporting to be based
upon a failure to perform  obligations  under this  Agreement to be performed by
the other  party  (hereafter  the  "Indemnifying  Party") and its  employees  or
agents.  The Indemnified  Party shall promptly advise the Indemnifying  Party of
any such suit,  claim or proceeding and shall  cooperate  with the  Indemnifying
Party in the defense or settlement of such suit, claim or proceedings  providing
no settlement shall be made without the consent of the Indemnified  Party, which
consent shall not be unreasonably  withheld. In any event, the Indemnified Party
shall furnish to the Indemnifying Party such information  relating to such suit,
claim or proceeding as the Indemnifying  Party shall reasonably  request for use
in defending the same.

                       ARTICLE 19. MAINTENANCE AND DEFENSE
                         OF LICENSED PATENTS; WARRANTIES

19.1 Enforcement of Patents.  Throughout the term of this Agreement, NCT Hearing
     may  maintain  in force  the  Licensed  Patents  in its  sole and  absolute
     discretion. In this connection, NCT Hearing shall promptly pay all costs of
     any and all continuations,  continuations-in-part,  divisions,  extensions,
     reissues,  re-examinations, or renewals of the Licensed Patents, including,
     without

                                       15
<PAGE>


     limitation,  the costs and  expenses of any and all  attorneys,  experts or
     other professionals engaged in connection with any of the foregoing.

19.2 Infringement.  NCT Hearing shall defend and save harmless  Licensee against
     any suit,  damage  claim or demand,  and any actual  loss,  cost or expense
     (excluding  opportunity costs or lost profits) suffered as a result thereof
     (including   reasonable   attorneys  fees),  based  on  actual  or  alleged
     infringement  of any  patent or  trademark  or any  unfair  trade  practice
     resulting  exclusively  from the  exercise  or use of any right or  license
     granted under this Agreement on the condition  that Licensee:  (a) promptly
     notifies  NCT  Hearing  of such  suit,  claim or  demand;  provided,  that,
     Licensee's  failure to promptly  notify NCT  Hearing  shall not relieve NCT
     Hearing of its  obligations  under this section except and to the extent it
     is actually  prejudiced by Licensee's  delay,  and (b) provides NCT Hearing
     with such assistance as NCT Hearing may reasonably  request for the defense
     or settlement of such suit, claim or demand.

     Notwithstanding  the  foregoing,  NCT Hearing  shall have no  liability  to
     defend or pay (a) punitive or trebled damages,  penalties or fines,  and/or
     (b) damages or costs to Licensee with respect to any claim of  infringement
     which is based on an implementation designed or modified by any third party
     or Licensee's  use of the Licensed  Patents or the Licensed  Technology for
     any  purpose  other than the design,  manufacture,  use or sale of Licensed
     Products pursuant to this Agreement.

19.3 Ownership;  Authority. NCT Hearing represents and warrants to Licensee that
     it  owns  or has  the  worldwide  right  to use,  including  the  right  to
     sublicense,  the  Licensed  Patents and  Licensed  Technology.  NCT Hearing
     represents and warrants that it has the right, power and authority to enter
     into this  Agreement  and to grant the licenses and other rights  contained
     herein to Licensee as herein provided.

19.4 Non-Infringement.  NCT Hearing represents and warrants to Licensee, that to
     the best of NCT Hearing's  knowledge,  the Licensed Technology and Licensed
     Patents,  as  contemplated  to be used with the Licensed  Products,  do not
     infringe  upon any existing  patent,  copyright,  trademark,  service mark,
     trade name, trade secret, or other intellectual property right of any third
     party.

19.5 No Conflicts. NCT Hearing represents,  warrants, and covenants to Licensee,
     that to the best of NCT Hearing's knowledge,  NCT Hearing's  performance of
     this  Agreement  does not conflict  with any other  agreement to which such
     party is bound, and while  performing this Agreement,  NCT Hearing will not
     knowingly enter into any other agreement in conflict with this Agreement or
     which would  impair the  ability of NCT Hearing to perform its  obligations
     under this Agreement.

                                       16
<PAGE>


                             ARTICLE 20. DISCLAIMER

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NCT HEARING HEREBY DISCLAIMS
ANY EXPRESS OR IMPLIED WARRANTY OF THE ACCURACY,  RELIABILITY,  TECHNOLOGICAL OR
COMMERCIAL VALUE,  COMPREHENSIVENESS OR MERCHANTABILITY OF THE LICENSED PATENTS,
THE NCT HEARING  TECHNOLOGY,  OR THE LICENSED PRODUCTS,  OR THEIR SUITABILITY OR
FITNESS FOR ANY PURPOSE  WHATSOEVER.  NCT HEARING DISCLAIMS ALL OTHER WARRANTIES
OF WHATEVER NATURE,  EXPRESS OR IMPLIED. NCT HEARING DISCLAIMS ALL LIABILITY FOR
ANY  LOSS OR  DAMAGE  RESULTING,  DIRECTLY  OR  INDIRECTLY,  FROM THE USE OF THE
LICENSED PATENTS,  THE NCT HEARING TECHNOLOGY,  OR THE LICENSED PRODUCTS,  OTHER
THAN THOSE ARISING FROM CLAIMS OF INFRINGEMENT  OF INTELLECTUAL  PROPERTY RIGHTS
OF THIRD  PARTIES;  WITHOUT  LIMITING  THE  GENERALITY  OF THE  FOREGOING,  THIS
DISCLAIMER EMBRACES CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR GOODWILL, EXPENSES
FOR DOWNTIME OR FOR MAKING UP DOWNTIME, DAMAGES FOR WHICH LICENSEE MAY BE LIABLE
TO OTHER PERSONS, DAMAGES TO PROPERTY, AND INJURY TO OR DEATH OF ANY PERSONS.

                       ARTICLE 21. SCOPE OF THE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior oral or written agreements
or  understandings  of the parties with regard to the subject matter hereof.  No
interpretation,  change,  termination or waiver of any provision hereof shall be
binding  upon a party  unless in writing  and  executed by the other  party.  No
modification,  waiver, termination,  recession, discharge or cancellation of any
right or claim under this  Agreement  shall affect the right of any party hereto
to enforce any other claim or right hereunder.

     IN WITNESS  THEREOF,  Licensee and NCT Hearing have executed this Agreement
effective as of the date first written above.

PRO TECH COMMUNICATIONS, INC.             NCT HEARING PRODUCTS, INC.


By: /s/RICHARD HENNESSEY                  By: /s/IRENE LEBOVICS
    -------------------------                -----------------------
Title:President                           Title:President

                                       17
<PAGE>


                                   Schedule A
Deliverables

Deliverables  include without limitation all know-how,  trade secrets,  methods,
operating   techniques,   processes,   software,   materials,   technical  data,
engineering  information,  formulas,  specifications,  drawings,  machinery  and
apparatus,  patents,  patent  applications,  copyrights  and other  intellectual
property relating thereto.

Any NCT  Hearing  source  codes  specified  above will only be  delivered  after
Licensee  has  signed  and  delivered  to NCT  Hearing  a Source  Code  Delivery
Agreement  substantially  in the form of Schedule D hereto  covering the subject
Deliverables.


                                       18
<PAGE>


                                   Schedule B
Licensed Patents

Patents

HEADSETS

      Generics That Apply

      US 4,862,506    Issued  August,  1989,  entitled "Monitoring, Testing and
                      Operator  Controlling  of  Active  Noise  and  Vibration
                      Cancellation Systems".  It describes a flexible user
                      interface for maintenance and operation of the electronics
                      for noise  cancellation.  It is in use in the MRI headset
                      product for testing and maintenance.1

      US 5,105,377    Issued  April  14,   1992,   entitled   "Digital   Virtual
                      Earth"(DVE).  A digital adaptive feedback control system.
                      Instability is prevented by use of a fixed internal model
                      of the physical  system.  This  approach  has been  used
                      noise  canceling  headsets  industrial mufflers.2

      US 5,418,857    Issued May 23, 1995,  entitled  "Active  Control System
                      for Noise  Shaping".  The use of an active  control system
                      to control the quality of a sound rather than just try to
                      cancel it. Has applications for sound quality control in
                      automobiles.3

      US 5,440,642    Issued August 8, 1995, entitled "Analog Noise Cancellation
                      System Using Digital Optimization of Variable Parameters".
                      A digital control  system  is used to adjust the  response
                      of an analog  noise cancellation  system and to control
                      tonal components of the noise. Has application to active
                      ear defenders.4

      US 5,481,615    Issued Jan 2, 1996, entitled "Improved Audio  Reproduction
                      System". The use of a combination of active noise control
                      and adaptive equalization  to improve an audio system.
                      This has  particular use in headsets for hi-fi and for
                      telecommunications.5

      US 5,652,799    Issued July 29, 1997,  entitled "Noise Reducing  System".
                      A control system for selectively reducing tonal noise
                      without the use of reference signal or tachometer  signal.
                      Has  application  to active headsets where speech or other
                      signals must not be canceled.6

HEADSETS

      Application Specific

                                       19
<PAGE>


      US 4,654,871    Issued March 31, 1987, entitled  "Method and Apparatus for
                      Reducing  Repetitive  Noise  Entering  the  Ear".  It
                      provides  for open-backed  headsets  wherein a repetitive
                      noise signal detected by a microphone at the headset is
                      nulled by the headphone  diaphragm in an adaptive  manner.
                      A similar approach to provide a noise-free zone at a seat,
                      is described.7

      US 4,701,952    Issued  May  26,  1987,  entitled  "Frequency  Attenuation
                      Compensated  Pneumatic  Headphone  and Liquid  Tube  Audio
                      System for Medical Use". Describes a system for delivering
                      music into a passive headset for MRI patients. Reissued
                      April 27, 1993 as Re. 34,236.

      GB 2,172,769    Issued  July 6, 1988, entitled "Improvements  in Acoustic
                      Attenuation". An analog active headset utilizing feed-
                      forward control.

      GB 2,160,070    Entitled  "Sound  Reproduction  System". An analog  active
                      headset  with a  communications  input. The  communication
                      signal is  equalized and  mixed with  the input  and/or
                      output of  the  feedback control loop.  Used in current
                      communications headsets.

      GB 2,172,470    Issued January 11, 1989, entitled  "Improvements Relating
                      to  Noise  Reduction  Arrangements".  An analog active
                      headset in which a second microphone is used to adjust the
                      feedback gain automatically so as to prevent instability.

      EP 0,212,840    Issued  October 23, 1991,  entitled "Noise  Reduction
                      Device".  An analog active  headset in which the feedback
                      gain is  automatically  adjusted.  The adjustment may
                      performed by a digital controller.

      EP 0,232,096    Entitled  "Acoustic  Transducer".  A closed-back  headset
                      in which the ear cup is vented to improve low frequency
                      performance.

      EP 0,192,379    Entitled   "Improvements   Relating  to  Noise   Reduction
                      Arrangements".  A closed-back  active  headset that uses
                      an additional loudspeaker  connected  to the headset by a
                      tube.  The tube acts as an acoustic low pass filter that
                      prevents noise caused by any non-linear distortions of the
                      loudspeaker from reaching the ear.

      US 4,953,217    Issued August 28, 1990, entitled "Noise Reduction System".
                      An analog active  headset that includes a device to reduce
                      the effect of low frequency sound buffeting.

      US 5,452,361    Issued September 19, 1995, entitled  "Reduced VLF Overload
                      Susceptibility  Active  Noise  Cancellation  Headset".  In
                      an  analog feedback  headset, an extra  microphone is used
                      to  detect  very low frequency (VLF) sound and subtract it
                      from the feedback signal.  This removes the VLF  component
                      without the need for extra  high  pass filtering  -  which
                      would introduce delay and therefore  reduce performance.8

      US 5,313,945    Issued May 24, 1994, entitled "Active Attenuation System
                      for Medical  Patients".  Active ear defender for MRI
                      patients in which the sound in the headset is monitored
                      through  hollow  plastic  tubes and anti-noise is supplied
                      to the headset through hollow plastic tubes.   Used in the
                      MRI headset product.9

      US 5,375,174    Issued December 20, 1993, entitled "Remote Siren Headset".
                      An active  headset for use in emergency  vehicles in which
                      the control system is separated from the headset and
                      communicates  remotely. This allows the headset to be more

                                       20
<PAGE>


                      portable,  have longer battery life, and allows a single
                      controller to control several headsets.

      US 5,604,813    Issued February 18, 1997, entitled  "Industrial  Headset".
                      A communications   headset  which  provides  active  noise
                      cancellation without interruption of normal communication.
                      A bridge circuit is used to by-pass the ANC circuit as
                      required,  and the communications signal is boosted when
                      the ANC system is in operation.10

      US 5,699,436    Issued  December  16,  1997, entitled  "Hands  Free  Noise
                      Canceling Headset".  The use of the residual  microphones
                      in an active noise canceling headset system to pick up the
                      speech of the wearer for use with communication systems.11

      US 5,815,582    Issued September 29, 1998, entitled "Active Plus Selective
                      Headset".  The use of an open back  headset  and a  feed-
                      forward  noise cancellation system to provide comfort and
                      enhanced communications for the user.12

      EP 0,705472     Issued May 10, 2000, entitled "Variable  Gain Active Noise
                      Cancellation System with Improved Residual Noise Sensing".
                      In an active  headset,  the error  microphone is displaced
                      radially  with respect to the loudspeaker so as to measure
                      a sound  more  closely related  to  that  at the  ear.
                      Additional  features,  such  as  side perforations,   are
                      used to obtain  improved  and  more robust performance.13

      US 6,069,959    Issued May 30, 2000,  entitled  "Active  Headset".  Active
                      headset  canceling  external  noise  in  both  the  higher
                      and  lower frequency ranges while reducing the  subjective
                      pressure  felt  within  the  ears  by  the user.  A bridge
                      amplifier circuit is used which is user adjustable without
                      reducing the breadth of the given frequency range over
                      which noise reduction is effective.14

Patents Pending Under Filed Applications
----------------------------------------

      Patents Pending

      (268)Headset:   Filed September 7, 1995.   The use of a dome to cover  the
                      front of a loudspeaker  in  an  active  headset,  thereby
                      obtaining a more consistent acoustic response.  This
                      enables higher feedback gain to be used and results in
                      improved cancellation performance.

      (272)Noise Cancellation System for Active Headsets: Filed August 18, 1997.
                      An active headset capable of compatibility  with  existing
                      socket configurations  of an external  device and  capable
                      of powering  active noise cancellation  circuitry  whether
                      or not resident in the active headset.

                                       21
<PAGE>


      (617)Cushioned Earphones:  Filed March 18, 1998.   Use of auxetic  foam in
                      headset ear  cushions  which  more readily  moulds  around
                      irregularities  in the shape of the ear and so reduces air
                      leaks.

      (618)Headset for Aircraft: Filed March 18, 1998. An active noise reduction
                      headset for use by aircraft  passengers.  Each  earphone
                      comprises at least  two  parts,  one  carried  by  the
                      headband,  the  other  part connecting  both  mechanically
                      and electrically to the first part.  Components  requiring
                      frequent replacement are carried by one part and the other
                      part is available for re-use.

Disclosures for Which Patent Applications are to be Filed
---------------------------------------------------------

621   A Non-Adaptive Variable Response Active Headset

661   An Active Noise Reduction Earbud

                                       22
<PAGE>


Patents
-------

CLEARSPEECH TECHNOLOGY

      Generics That Apply

      US 4,423,289    Issued  December 27, 1983, entitled  "Signal  Processing
                      Systems".  A  means for  providing  an  adaptive  filter
                      transfer  function  which can  be  adjusted to any desired
                      complex form.  The filter operates by splitting the signal
                      into frequency  bands  and  modifying the  gain  in  each
                      frequency band.  This is the basic structure used in the
                      Adaptive Speech Filter.15

      Application Specific

      US 5,768,473    Issued June 16, 1998,  entitled  "Adaptive Speech Filter".
                      A  filter for  enhancing  noisy  speech signals.  Provides
                      improvements to a short  term  spectral  amplitude  filter
                      to   improve   performance   and   simplify   real-time
                      implementation.16

      US 6,091,813    Issued July 18, 2000, entitled  "Acoustic Echo Canceller".
                      A  method  and  apparatus  for cancelling  acoustic echoes
                      that  enhances  the  hands  free  operation of audio/video
                      conferencing equipment,  wireless and cellular telephones,
                      internet and  intranet  telephones,  etc.  The method  and
                      apparatus   include  a  novel  method  for  updating  the
                      coefficients of an adaptive filter.17

      US 6,108,610    Issued  August 22, 2000,  entitled  "A  Method  and Syste
                      for  Updating  Noise  Estimates  During  Pauses  In  An
                      Information  Signal".   A method and system for improving
                      Adaptive  Speech Filter  estimates of the  noise component
                      of  complex  signals  that  contain  both  the information
                      signal and  noise.   Noise  estimates  are  generated  and
                      updated  only  during  pauses  in the information  signal,
                      thus  increasing  processing  speed  and decreasing system
                      memory.18

                                       23
<PAGE>


Disclosures for Which Patent Applications are to be Filed
---------------------------------------------------------

      631  Adaptive Speech Filter with Constant Output Noise Level

      643  A Method of Applying Noise Reduction and Acoustic Echo Cancellation
           to Audio

      650  Fast  Detection of  the  end of  the  Utterances  Using  the  Sum of
           Parameters of Speech Signal

      667  Method and Apparatus for Removing or Reducing Interfering Signals
           from a Desired Signal

      668  Method and Apparatus for Removing or Reducing Interfering Signals
           from a Desired Signal where there are several interfering sources



1    Issued in Canada
2    Issued in Australia,  Canada,  Korea,  Europe  (Austria,  Belgium,  France,
     Germany, Italy, Netherlands, Sweden, Switzerland, UK) Pending in Japan
3    Pending in Canada, Europe and Japan
4    Pending in Canada, Europe and Japan
5    Issued in Canada, Europe (France, Italy, Germany, Sweden, UK)
6    Issued in Australia,  Canada, Europe (France,  Germany, Italy, Netherlands,
     Sweden, UK) Pending in Japan
7    Issued in Australia,  Austria,  France,  Germany,  Netherlands,  Norway, S.
     Africa, Sweden, Switzerland
8    Pending in Europe
9    Issued in Canada, pending in Korea
10   Pending in Europe, Canada, Japan
11   Issued in Canada,  Europe  (Austria,  Belgium,  Denmark,  France,  Germany,
     Italy, Netherlands, Switzerland/Lichtenstein, UK)
12   Issued in Canada, Europe (Austria, Belgium, Switzerland,  Germany, Denmark,
     France, Italy, Netherlands, Sweden, UK)
13   Granted in Europe (France, Germany, Italy, Sweden, UK) Pending in US, Japan
14   Pending in Malaysia,  Taiwan,  Canada,  Europe
15   Issued in UK and Japan
16   Pending in  Canada,  Europe,  Japan and Hong Kong
17   Pending  PCT filing
18   Pending PCT filing


                                       24
<PAGE>

                                   Schedule C
Licensed Technology

1.    The unpatented technology contained in the patent applications filed or to
      be filed and listed on Schedule B hereto.

2.    The unpatented technology in NCT Hearing's possession which NCT Hearing is
      free to disclose  and which  supports, amplifies, explains or enables the
      design  or  manufacture of products  embodying  any of the  claims of the
      Licensed Patents.

3.    The unpatented technology contained in the Deliverables listed on Schedule
      A hereto.

                                       25
<PAGE>


                                   Schedule D

Form of NCT Hearing Source Code Delivery Agreement

SOURCE CODE DELIVERY AGREEMENT

     This  Agreement,  made and entered into this _____ day of _______,  2000 by
and between NCT Hearing Products,  Inc., a Delaware corporation,  having a place
of business at 20 Ketchum Street,  Westport,  Connecticut  06880 ("NCT Hearing")
and Pro Tech Communications, Inc., a Florida corporation, having offices at 3311
Industrial 25th Street, Fort Pierce, Florida 34946 ("Recipient").

     WHEREAS,  NCT Hearing and Recipient  entered into a License Agreement dated
September 12, 2000 under which  Recipient and NCT Hearing  agreed to collaborate
in the design and  development of certain  headset  products  incorporating  NCT
Hearing  technology  under  certain of NCT  Hearing's  patented  and  unpatented
technology to make, use and sell such headset products; and

     WHEREAS,  in  connection  with the  foregoing,  NCT  Hearing  will  provide
Recipient with access to certain NCT Hearing source codes; and

     WHEREAS,  Recipient  agrees to hold and use such source codes in accordance
with this Agreement and the License Agreement.

     NOW THEREFORE,  in  consideration  of the mutual promises and covenants set
forth herein, NCT Hearing and Recipient agree as follows:

     1.  Definitions.  As used  herein,  the  definitions  set  forth  above and
hereinafter in this Section 1 shall apply:

     (a)  "Licensed  Software"  shall mean the software  implementation  of: NCT
Hearing's _____________ version of its ________________ algorithm in object code
form executable on _______________________________, all constituting part of the
NCT Hearing  technology  licensed to Recipient by NCT Hearing  under the License
Agreement.

     (b) "Source  Codes"  shall mean the ___ (_) source  codes for the  Licensed
Software in disc and hard copy formats, and all related documentation, including
but not limited to flow charts,  explanatory notes and other  documentation used
with such source codes.

     (c) "Licensed  Products" shall mean Licensed  Products as defined under the
License Agreement.

     2. Delivery of the Source Codes.  Within __________ (____) business days of
the date hereof,  NCT Hearing  shall  deliver the Source Codes to Recipient  and
Recipient  shall hold and use the Source Codes during the term of this Agreement
in accordance with the further provisions hereof.

     3. Use of the Source  Codes.  Recipient's  use of the Source Codes shall be
limited to  implementation  by Recipient  of the Licensed  Software for Licensed
Products or as otherwise  permitted  under the License  Agreement or required or
needed by Recipient to exercise its rights under the License Agreement.


                                       26
<PAGE>


     4. Obligations of Recipient. In consideration of NCT Hearing's delivery and
disclosure of the Source Codes to Recipient,  Recipient  agrees to undertake the
following obligations with respect thereto:

     (a) to consider the Source Codes as Confidential  Information under Article
5 of the License Agreement;

     (b) to use the Source Codes only as permitted  under this Agreement and the
License Agreement and in no other manner whatsoever;

     (c) to not copy, in whole or in part,  the Source Codes except as otherwise
required  or needed for  Recipient  to  exercise  its rights  under the  License
Agreement or as otherwise permitted under the License Agreement; and

     (d) to return to NCT  Hearing  the  Source  Codes  and all  copies  thereof
together with any changes made to the Source Codes by Recipient and to erase all
portions  thereof  from memory upon the  termination  of this  Agreement  or the
termination of the License Agreement, whichever first occurs.

     5. Reservation of Rights.  Except and only to the extent expressly provided
herein  relating to the internal use of the Source Codes by Recipient and to the
extent of any rights  granted to Recipient  under any other  agreement,  such as
this License  Agreement,  no other rights or licenses,  express or implied,  are
hereby granted to Recipient.

     6. Term and  Termination.  The term of this Agreement shall commence on the
date hereof and shall continue until the termination of the License Agreement in
accordance  with the  provisions  of  Article  9 of the  License  Agreement.  In
addition,  either party may terminate  this Agreement in the event of a material
breach of this Agreement by the other party in accordance with the provisions of
Section 9 of the License Agreement.

     7.  Survival.  The  restrictions  and  obligation of Recipient set forth in
Section  4 of this  Agreement  shall  survive  any  expiration,  termination  or
cancellation  of this  Agreement  and  shall  continue  to bind  Recipient,  its
successors and assigns.

     8. Notices.  All notices under this Agreement  shall be given in the manner
provided by Article 19 of the License Agreement.

     9. Rights of Assignment;  Successors and Assigns.  Any rights of assignment
of this Agreement shall be governed by Article 16 of the License Agreement.

     10. Governing Law; Remedies. This Agreement shall be construed and enforced
in  accordance  with the laws of the State of Delaware.  Recipient  acknowledges
that the confidential  and proprietary  status of the Source Code is of a unique
nature,  the loss of which may cause  irreparable  harm to NCT Hearing for which
any sum of money would be  inadequate,  and that it may be impossible to measure
in money the  damages  which  would be  suffered by NCT Hearing by reason of the
loss of such confidential and proprietary status.  Accordingly,  in the event of
any material  breach or  threatened  material  breach by Recipient of any of its
obligations related to maintaining the confidentiality of the Source Codes under
this Agreement,  NCT Hearing shall be entitled, as a matter of right, to a final
order from a court of competent  jurisdiction  of injunctive and other equitable
relief and if NCT Hearing shall institute any action or

                                       27
<PAGE>


proceeding  to enforce by specific  performance  or other  equitable  relief the
provisions hereof, Recipient hereby waives the claim or defense that NCT Hearing
has an adequate remedy at law and Recipient shall not urge in any such action or
proceeding  the claim or  defense  that  such  remedy  at law  exists  provided,
however,  that nothing herein  contained shall limit or constrain the respective
rights of either of the parties hereto to pursue and recover  damages at law for
breaches of this Agreement.

     11. Entire Agreement;  Amendment.  This Agreement and the governing License
Agreement,  contain the entire understanding  between the parties concerning the
subject matter hereof.  No change,  modification,  alteration or addition to any
provision  hereof shall be binding unless in writing and signed by an authorized
officer of each of the parties.

     In witness  whereof,  the parties  hereto have executed and delivered  this
Agreement with legal and binding effect as of the date first written.

NCT HEARING PRODUCTS, INC.

By:
      ----------------------------
      Irene Lebovics, President


Pro Tech Communications, Inc.

By:
      ----------------------------
      Richard Hennessey, President

                                       28