Exhibit 10(n)
                                                                     Annex II

                             SHAREHOLDER'S AGREEMENT


     THIS SHAREHOLDER'S  AGREEMENT (the "Agreement"),  dated September 12, 2000,
is made and entered into by and between NCT Hearing  Products,  Inc., a Delaware
corporation  ("NCT  Hearing"),  and Pro Tech  Communications,  Inc.,  a  Florida
corporation (the "Corporation").

                                    W I T N E S S E T H:

     WHEREAS, NCT Hearing,  pursuant to the Stock Purchase Agreement between NCT
Hearing  and  the  Corporation  dated  as of  the  date  hereof  (the  "Purchase
Agreement"), is acquiring as of the date hereof 60% of the outstanding shares of
the Corporation's common stock (the "Common Stock");

     WHEREAS,  NCT  Hearing  and the  Corporation  have agreed that the Board of
Directors of the  Corporation  shall appoint three  executive  officers from NCT
Hearing to the Board of Directors of the Corporation; and

     WHEREAS,  NCT Hearing and the Corporation  have agreed that the Corporation
will make certain  amendments to the Bylaws of the Corporation (the "Bylaws") to
establish rules and procedures for management decision-making;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                       Amendments to Corporation's Bylaws

Section 1. The  Corporation,  in accordance  with the terms of Article XV of the
Bylaws, shall take all necessary and proper corporate action to amend the Bylaws
as follows:

     (a) Section 9 of Article III of the Bylaws,  captioned  "Manner of Acting",
shall be amended as follows:

            The following  sentence  shall be added  immediately  after the last
            sentence  of the  Section  9:  "In the  event  of a tie  vote on any
            specific issue (a "Deadlock"),  any member of the Board of Directors
            shall have the right to require the Board of  Directors to refer the
            matter for a vote at a special  meeting of the  shareholders,  which
            meeting shall be called as soon as practicable thereafter. Any issue
            so decided by the  shareholders  at such a special  meeting shall be
            binding upon the Board of Directors".

     (b) Section 9 of Article III of the Bylaws,  in amended  form,  shall be as
follows:

      SECTION 9.  Manner of Acting

                  If a quorum  is  present  when a vote is  taken,  the act of a
            majority of the directors present at the meeting shall be the act of
            the Board of Directors unless otherwise  provided in the Articles of
            Incorporation.  In the event of a tie vote on any specific  issue (a
            "Deadlock"),  any  member of the Board of  Directors  shall have the
            right to require  the Board of  Directors  to refer the matter for a
            vote at a special meeting of the  shareholders,  which meeting shall
            be called as soon as practicable thereafter. Any issue so decided by
            the shareholders at such a special meeting shall be binding upon the
            Board of Directors.

                                   ARTICLE II

                            Appointment of Directors

Section 1. The Board of Directors of the  Corporation  shall take all  necessary
and proper corporate action to appoint the following  individuals,  each of whom
is an  executive  officer  of NCT  Hearing,  to the  Board of  Directors  of the
Corporation:  Irene  Lebovics,  Cy E. Hammond and Michael J.  Parrella  (each an
"Appointee",  together  the  "Appointees").  At the next  annual  meeting of the
Corporation's shareholders,  the Corporation's shareholders shall be entitled to
vote on a proposal  to ratify the  election  of each  Appointee  to the Board of
Directors.

                                   ARTICLE III

                  Shareholders' Vote in the Event of a Deadlock

Section  1. NCT  Hearing  acknowledges  and  agrees  that in the event  that the
shareholders  of the  Corporation  meet (at an  annual  meeting  or at a special
meeting of the  shareholders)  and vote on an issue which is  deadlocked  at the
Board of Directors level, NCT Hearing's vote as a shareholder of the Corporation
will be in proportion to its share ownership in the Corporation as of the record
date for such a shareholder  meeting, in accordance with the Articles and Bylaws
of the Corporation.


                  [THE SPACE BELOW THIS LINE IS INTENTIONALLY LEFT BLANK]

<PAGE>


IN WITNESS WHEREOF,  the undersigned have executed this Shareholder's  Agreement
as of September 12, 2000.


                              NCT HEARING PRODUCTS, INC.

                                 /s/IRENE LEBOVICS
                              -------------------------------------------
                              By:  Irene Lebovics
                              Title:  President




                              PRO TECH COMMUNICATIONS, INC.

                                 /s/KEITH LARKIN
                              ------------------------------------------
                              By:  Keith Larkin
                              Title:  Chief Executive Officer and Treasurer

                                 /s/RICHARD HENNESSEY
                              ------------------------------------------
                              By:  Richard Hennessey
                              Title: President and Secretary