Exhibit 10(g)

                            STOCK PURCHASE AGREEMENT

     STOCK PURCHASE AGREEMENT (the "Agreement"),  dated as of September 13, 2000
between NCT Hearing  Products,  Inc., a Delaware  corporation with its principal
place of  business  at 20 Ketchum  Street,  Westport,  Connecticut  06880  ("NCT
Hearing"  or  the  "Buyer"),  and  Pro  Tech  Communications,  Inc.,  a  Florida
corporation,  with  headquarters  located at 3311 Industrial  25th Street,  Fort
Pierce, Florida 34946 ("Pro Tech", "Company" or the "Seller").

     WHEREAS,  Buyer and Seller are executing and  delivering  this Agreement in
reliance upon the exemption  from  securities  registration  pursuant to Section
4(2) and/or Regulation D ("Regulation D") as promulgated by the U.S.  Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "1933 Act");

     WHEREAS,  the Seller's  authorized capital stock consists of (i) 40,000,000
shares of common stock, $0.001 par value per share and at a Closing Bid Price of
$0.812 per share (the "Seller's Common Stock"),  of which  immediately  prior to
the date of this  Agreement  approximately  4,266,000  shares are issued and are
outstanding,  and (ii)  1,000,000  shares  of  preferred  stock  (the  "Seller's
Preferred Stock"), all as provided in Annex I (reflecting the authorized shares,
par value, and currently outstanding shares);

     WHEREAS,  the Buyer  desires to purchase  from the  Seller,  and the Seller
desires to issue and sell to the Buyer,  upon the terms and conditions stated in
this  Agreement,  shares of Seller's Common Stock in order to acquire a majority
ownership interest in the Seller; and

     WHEREAS,   contemporaneously  with  the  execution  and  delivery  of  this
Agreement,  the parties  hereto are  executing  and  delivering a  Shareholder's
Agreement   substantially   in  the  form  attached  hereto  as  Annex  II  (the
"Shareholder's  Agreement")  pursuant  to which the Seller  will  appoint  three
executive officers of the Buyer to the Board of Directors of the Seller.

     NOW  THEREFORE,  in  consideration  of the  premises  hereof and the mutual
covenants,  representations  and warranties  contained herein, the Buyer and the
Seller hereby agree as follows:

      1 .   AGREEMENT TO PURCHASE.

          a. Closing;  Closing Date. The closing of the purchase and sale of the
     Seller's  Common Stock (the  "Closing")  shall take place at the offices of
     Steel Hector & Davis,  LLP located at 200 South  Biscayne  Boulevard,  41st
     floor, Miami, Florida 33131,  immediately following the execution hereof or
     such  later  date or  different  location  as the  parties  shall  agree in
     writing,  but not  prior  to the  date  that the  conditions  set  forth in
     Sections 6 and 7 have been  satisfied or waived by the  appropriate  party.
     The date of the Closing is hereinafter referred to as the "Closing Date."

          b. Purchase of Seller's Common Stock.  At the Closing,  subject to the
     satisfaction  (or  waiver) of the  conditions  precedent  to Closing as set
     forth in Sections 6 and 7 below,  Seller shall issue and sell to Buyer, and
     Buyer shall  purchase from Seller,  Twenty-Three  Million Seven Hundred Two
     Thousand Seven Hundred Fifty  (23,702,750)  shares of Seller's Common Stock
     in  consideration  of  the  Buyer's  execution  of  a  license   agreement,
     substantially  in the  form  attached  hereto  as Annex  III (the  "License
     Agreement").  The License Agreement shall be executed by the parties on the
     Closing Date.

      2.    REPRESENTATIONS AND WARRANTEES OF THE BUYER.
            -------------------------------------------

            The Buyer represents and warrants with respect to only itself that:

          a. Investment  Purpose.  The Buyer is acquiring shares of the Seller's
     Common Stock for its own account for investment  purposes only and not with
     a view  towards,  or for resale in  connection  with,  the  public  sale or
     distribution thereof, except pursuant to sales registered or exempted under
     the 1933 Act; provided, however, that by making the representations herein,
     the Buyer does not agree to hold any of the shares of Seller's Common Stock
     for any minimum or other specific term and reserves the right to dispose of
     shares  of the  Seller's  Common  Stock at any time in  accordance  with or
     pursuant to an effective  registration  statement under the 1933 Act and in
     compliance with applicable  state securities laws or an exemption from such
     registration.

          b. Accredited  Investor Status. The Buyer is an "accredited  investor"
     as that term is defined in Rule  501(a)(3) of  Regulation  D. As such,  the
     Buyer is able to bear the economic  risk of an  investment  in the Seller's
     Common  Stock  and,  as of the date  hereof,  is able to afford a total and
     complete loss of its investment.

          c.  Sophisticated  Investor.  The Buyer has such knowledge,  skill and
     experience in business,  financial and investment matters so that the Buyer
     is  capable of  evaluating  the  merits  and risk of an  investment  in the
     Seller's Common Stock and, to the extent  necessary,  has retained,  at its
     own expense, and relied upon appropriate  professional advice regarding the
     investment,  tax and legal merits and consequences of its investment in the
     Seller's Common Stock.

          d. Reliance on Exemptions. The Buyer understands and acknowledges that
     the shares of Seller's  Common Stock are being  offered and sold to it in a
     private placement in reliance on specific  exemptions from the registration
     requirements  of United States federal and state  securities  laws and that
     the  Seller is  relying  in part upon the truth and  accuracy  of,  and the
     Buyer's  compliance  with,  the  representations,  warranties,  agreements,
     acknowledgments  and  understandings of the Buyer set forth herein in order
     to determine the availability of such exemptions and the eligibility of the
     Buyer to acquire such securities.

          e.  Information.  The  Buyer  and  its  advisors,  if any,  have  been
     furnished  with  all  materials  relating  to the  business,  finances  and
     operations  of the Seller and  materials  relating to the offer and sale of
     the shares of  Seller's  Common  Stock  which have been  requested  by such
     Buyer.  The  Buyer  and  its  advisors,  if any,  have  been  afforded  the
     opportunity to ask questions of the Seller.  Neither such inquiries nor any
     other due diligence  investigations conducted by the Buyer or its advisors,
     if any, or its  representatives  shall modify,  amend or affect the Buyer's
     right to rely on the Seller's  representations and warranties  contained in
     Section 3 below. The Buyer understands that its investment in the shares of
     Seller's  Common Stock involves a high degree of risk. The Buyer has sought
     such  accounting,  legal and tax advice as it has  considered  necessary to
     make an informed investment decision with respect to its acquisition of the
     shares of Seller's Common Stock.

          f. No Governmental Review. The Buyer understands that no United States
     federal or state agency or any other government or governmental  agency has
     passed on or made any  recommendation or endorsement of the Seller's Common
     Stock or the fairness or  suitability  of the  investment  in the shares of
     Seller's Common Stock,  nor have such  authorities  passed upon or endorsed
     the merits of the offering of the shares of Seller's Common Stock.

          g. No General Solicitation. At no time was the Buyer presented with or
     solicited by or through any leaflet, public promotional meeting,  published
     or  publicly   available   advertisement  or  any  other  form  of  general
     solicitation or advertising relating to the Seller's Common Stock.

          h. No Broker Commissions or Finders Fees. Except as otherwise provided
     in Section  10(n)  hereof,  the Buyer has taken no action  which would give
     rise to any claim by any person for brokerage commissions, finders' fees or
     the  like  relating  to this  Agreement  or the  transactions  contemplated
     hereby.

          i. Transfer or Resale.  The Buyer  understands  that (i) the shares of
     Seller's  Common Stock have not been  registered  under the 1933 Act or any
     state securities laws, and may not be offered by such Buyer for sale, sold,
     assigned,  transferred  or  otherwise  disposed of unless (a)  subsequently
     registered under the 1933 Act and state securities laws, if applicable, (b)
     the Buyer shall have delivered to the Seller an opinion of counsel, in form
     and substance  reasonably  satisfactory  to the Seller,  to the effect that
     such securities to be sold, assigned,  transferred or otherwise disposed of
     may be sold, assigned,  transferred or otherwise disposed of pursuant to an
     exemption from such registration, or (c) the Buyer provides the Seller with
     evidence  satisfactory  to the  Seller  that such  securities  can be sold,
     assigned,  transferred  or  otherwise  disposed  of  pursuant  to Rule  144
     promulgated  under the 1933 Act (or a successor rule thereto) ("Rule 144");
     and (ii) any sale of such  securities  made in  reliance on Rule 144 may be
     made only in accordance with the terms of Rule 144 and further, if Rule 144
     is not applicable,  any resale of such securities  under  circumstances  in
     which  the  Seller  (or the  person  through  whom the sale is made) may be
     deemed to be an  underwriter  (as that term is defined in the 1933 Act) may
     require  compliance  with some  other  exemption  under the 1933 Act or the
     rules and regulations of the SEC thereunder

          j.  Legends.  The Buyer  understands  that the  certificates  or other
     instruments  representing  the shares of Seller's  Common Stock and,  until
     such time as the sale of the  shares of  Seller's  Common  Stock  have been
     registered  under the 1933 Act,  the stock  certificates  representing  the
     shares  of  Seller's  Common  Stock,  shall  bear a  restrictive  legend in
     substantially  the following  form (and a stop transfer order may be placed
     against transfer of such stock certificates):

            THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
            REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR
            APPLICABLE  STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
            FOR INVESTMENT  PURPOSES ONLY AND MAY NOT BE OFFERED FOR SALE, SOLD,
            TRANSFERRED,  ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
            EFFECTIVE  REGISTRATION  STATEMENT  FOR  THE  SECURITIES  UNDER  THE
            SECURITIES ACT OF 1933, AS AMENDED,  AND APPLICABLE STATE SECURITIES
            LAWS,  OR AN  OPINION OF  COUNSEL,  IN FORM AND  CONTENT  REASONABLY
            ACCEPTABLE TO THE COMPANY,  THAT  REGISTRATION IS NOT REQUIRED UNDER
            SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT
            TO RULE 144 UNDER SAID ACT.

      The legend set forth above  shall be removed and the Seller  shall issue a
      certificate  without  such  legend to the holder of the shares of Seller's
      Common Stock, upon which it is stamped,  if, unless otherwise  required by
      state securities laws, (i) the sale of the shares of Seller's Common Stock
      is  registered  under  the  1933  Act,  (ii)  in  connection  with  a sale
      transaction,  such holder  provides the Seller with an opinion of counsel,
      in form and substance  reasonably  acceptable to the Seller, to the effect
      that a public  sale,  assignment,  transfer  or other  disposition  of the
      shares of Seller's Common Stock may be made without registration under the
      1933  Act,  or  (iii)  such  holder  provides  the  Seller  with  evidence
      satisfactory to the Seller that the shares of Seller's Common Stock can be
      sold pursuant to Rule 144.

          k.  Authorization,  Enforcement.  This  Agreement  has  been  duly and
     validly authorized, executed and delivered on behalf of such Buyer and is a
     valid and binding  agreement of such Buyer  enforceable in accordance  with
     its  terms,  except  as  such  enforceability  may be  limited  by  general
     principles   of  equity   and   bankruptcy,   insolvency,   reorganization,
     moratorium,  liquidation  and other  similar laws relating to, or affecting
     generally the enforcement of, applicable creditors' rights and remedies.

          l.  Conflicts.  Except as disclosed in Schedule  2(l),  the execution,
     delivery  and   performance   of  this  Agreement  by  the  Buyer  and  the
     consummation by the Buyer of the transactions  contemplated hereby will not
     (i) conflict with or violate the Buyer's organizational charter or by-laws,
     (ii)  conflict  with or constitute a default (or an event which with notice
     or lapse of time or both would become a default)  under,  or give to others
     any rights of termination,  amendment, acceleration or cancellation of, any
     agreement,  indenture or instrument to which the Buyer is a party, or (iii)
     to  the  Buyer's  knowledge,  result  in a  violation  of  any  law,  rule,
     regulation,   order,  judgment  or  decree  (including  federal  and  state
     securities laws) applicable to the Buyer or any of its subsidiaries,  or by
     which  any  property  or asset of the Buyer or any of its  subsidiaries  is
     bound or affected, which in the case of (ii) or (iii) would have a material
     adverse  effect  on  the  business,   financial  condition  or  results  of
     operations of Buyer.

      3 .   REPRESENTATIONS AND WARRANTIES OF THE SELLER.

            The Seller represents and warrants to the Buyer that:

          a.  Organization and  Qualification.  The Seller is a corporation duly
     organized and validly existing in good standing under the laws of the state
     of Florida,  and has the requisite corporate power and authority to own and
     lease its  properties  (if any) and assets and to carry on its  business as
     now being conducted.  The Seller is duly qualified as a foreign corporation
     to do business and is in good standing in every  jurisdiction  in which the
     nature  of the  business  conducted  or  property  owned by it  makes  such
     qualification  necessary,  except to the extent  that the  failure to be so
     qualified or be in good standing  would not have a material  adverse effect
     on the business, operations,  properties, financial condition or results of
     operations  of the  Seller.  As of  the  date  hereof,  the  Seller  has no
     Subsidiaries.   For   purposes  of  this   Agreement,   "Subsidiaries"   or
     "Subsidiary" of a person or entity shall mean any corporation, partnership,
     limited  liability  company,  association or other business entity at least
     fifty percent (50%) of the outstanding voting power of which is at the time
     owned or  controlled  directly or indirectly by such person or entity or by
     one or more of such subsidiary entities, or both.

          b. Authorization,  Enforcement, Compliance with Other Instruments. The
     Seller has the  requisite  corporate  power and authority to enter into and
     perform this Agreement,  the License Agreement, the Shareholder's Agreement
     and any related agreements (collectively, the "Transaction Documents"), and
     to issue the Seller's  Common Stock in  accordance  with and subject to the
     terms and conditions hereof and thereof.  The execution and delivery of the
     Transaction  Documents by the Seller and the  consummation by Seller of the
     transactions  contemplated  thereby,  including,  without  limitation,  the
     issuance of the  Seller's  Common  Stock have been duly  authorized  by the
     Seller's  Board of Directors  and no further  consent or  authorization  is
     required by the Seller,  its Board of  Directors or its  shareholders.  The
     Transaction  Documents  have been duly executed and delivered by the Seller
     and, when  delivered,  constitute the valid and binding  obligations of the
     Seller  enforceable  against  the Seller in  accordance  with their  terms,
     except as such  enforceability  may be  limited by  general  principles  of
     equity and applicable bankruptcy, insolvency,  reorganization,  moratorium,
     liquidation  or  similar  laws  relating  to, or  affecting  generally  the
     enforcement of, creditors' rights and remedies.

          c.  Capitalization.  As of the date of this Agreement,  the authorized
     capital stock of the Seller  consists of 40,000,000  shares of Common Stock
     and 1,000,000 shares of Preferred Stock, of which  immediately prior to the
     date of this Agreement,  approximately 4,266,000 shares of Common Stock are
     issued and outstanding, and, except for, that certain Promissory Note dated
     March  27,  2000,  in the  amount of One  Hundred  Fifty  Thousand  Dollars
     ($150,000),  executed by Pro Tech  payable to Westek  Communications,  (ii)
     that  certain  Promissory  Note dated  June 6,  2000,  in the amount of One
     Hundred  Thousand  Dollars  ($100,000),  executed  by Pro Tech  payable  to
     Balmore,  S.A.,  (iii) that certain  Promissory Note dated June 7, 2000, in
     the amount of One Hundred Thousand Dollars ($100,000), executed by Pro Tech
     payable to Austost  Anstalt Schaan,  and (iv) that certain  Promissory Note
     dated July 6, 2000,  in the amount of  Ninety-Nine  Thousand  Nine  Hundred
     Seventy-Five  Dollars  ($99,975),  executed  by Pro Tech  payable to Zakeni
     Limited,  no shares of preferred stock,  debentures or notes are issued and
     outstanding.  All of such outstanding  shares have been duly authorized and
     validly issued and are fully paid and nonassessable. Except as disclosed in
     Schedule 3(c), no shares of Common Stock or Preferred  Stock are subject to
     preemptive  or  similar  rights or any liens or  encumbrances  suffered  or
     permitted by the Seller.  Except as disclosed in Schedule  3(c),  as of the
     date of this Agreement:

            (i) there are no outstanding  options,  warrants,  scrip,  rights to
            subscribe  to,  calls or  commitments  of any  character  whatsoever
            relating to, or securities or rights convertible into, any shares of
            capital   stock   of   the   Seller   or   contracts,   commitments,
            understandings  or arrangements by which the Seller is or may become
            bound to issue additional shares of capital stock of the Seller;

            (ii) there are no outstanding debt securities; and

            (iii) there are no  unperformed  agreements  or  arrangements  under
            which the Seller is  obligated  to  register  the sale of any of its
            securities under the 1933 Act.

      The Seller has furnished to the Buyer true and correct  copies of: (i) the
      Seller's Amended and Restated Articles of Incorporation, as amended and as
      in effect on the date hereof (the  "Articles of  Incorporation")  and (ii)
      the Seller's Bylaws, as in effect on the date hereof (the "Bylaws").

          d.  Issuance of  Securities.  The shares of Seller's  Common Stock are
     duly  authorized and, when issued and paid for in accordance with the terms
     hereof,  shall be (i) validly issued,  fully paid and  nonassessable,  (ii)
     free from all taxes,  liens,  encumbrances,  security interests and charges
     with  respect  to the issue  thereof,  and  (iii)  entitled  to all  rights
     accorded to a holder of Seller's Common Stock.

          e. No Conflicts.  Except as disclosed in Schedule 3(e), the execution,
     delivery  and   performance  of  this  Agreement  by  the  Seller  and  the
     consummation by the Seller of the transactions contemplated hereby will not
     (i) conflict with or violate the Articles of Incorporation  or By-laws,  or
     (ii)  conflict  with or constitute a default (or an event which with notice
     or lapse of time or both would become a default)  under,  or give to others
     any rights of termination,  amendment, acceleration or cancellation of, any
     agreement,  indenture or instrument  to which the Seller is a party,  which
     conflict or default would have a material  adverse  effect on the business,
     financial condition or results of operations of the Seller, or (iii) to the
     Seller's  knowledge,  result in a violation of any law,  rule,  regulation,
     order,  judgment or decree (including federal and state securities laws and
     regulations  and the  rules  and  regulations  of the  principal  market or
     exchange on which the Seller's Common Stock is traded or listed) applicable
     to the Seller,  or by which any property or asset of the Seller is bound or
     affected,  which  would have a  material  adverse  effect on the  business,
     financial condition or results of operations of Seller.

          f. No Default or Violation.  Except as disclosed in Schedule 3(f), the
     Seller is not in violation of any term of or in default  under its Articles
     of Incorporation or By-laws, or any material contract, agreement, mortgage,
     indebtedness,  indenture,  instrument,  judgment,  decree  or  order or any
     statute,  rule or  regulation  applicable  to the Seller.  To the  Seller's
     knowledge, the business of the Seller is not being conducted, and shall not
     be  conducted  in violation  of any law,  ordinance  or  regulation  of any
     governmental entity.

          g. Consents. Except as specifically contemplated by this Agreement and
     as required under the 1933 Act and applicable  state  securities  laws, the
     Seller is not  required to obtain any  consent,  waiver,  authorization  or
     order  of,  or  make  any  filing  or  registration   with,  any  court  or
     governmental   agency  in  connection  with  the  execution,   delivery  or
     performance  of  any of its  obligations  under  or  contemplated  by  this
     Agreement  in  accordance  with the terms  hereof.  Except as  disclosed in
     Section 4(f) and  Schedule  3(g),  all  consents,  authorizations,  orders,
     filings and  registrations  which the Seller is required to obtain pursuant
     to the preceding sentence have been obtained or effected on or prior to the
     date hereof.

          h. SEC  Documents:  Financial  Statements.  Since January 1, 1997, the
     Seller  has filed  all  reports,  schedules,  forms,  statements  and other
     documents required to be filed by it with the SEC pursuant to the reporting
     requirements of the Securities  Exchange Act of 1934, as amended (the "1934
     Act") (all of the  foregoing  materials  filed prior to the date hereof and
     all exhibits  included  therein and  financial  statements,  schedules  and
     documents incorporated by reference therein, being hereinafter collectively
     referred to as the "SEC Documents").  The Seller has delivered to the Buyer
     or its representative true and complete copies of the SEC Documents.  As of
     their respective dates, the financial statements of the Seller contained in
     the SEC Documents (the "Financial  Statements")  complied as to form in all
     material respects with applicable accounting requirements and the published
     rules and  regulations of the SEC with respect  thereto as in effect at the
     time of filing. Such Financial  Statements have been prepared in accordance
     with United States generally accepted accounting  principles,  consistently
     applied,  during  the  periods  involved  (except  (i) as may be  otherwise
     indicated in such Financial Statements or the notes thereto, or (ii) in the
     case of  unaudited  interim  statements,  to the  extent  they may  exclude
     footnotes or may be condensed or summary  statements) and fairly present in
     all material respects the financial  position of the Seller as of the dates
     thereof  and the results of its  operations  and cash flows for the periods
     then  ended  (subject,  in the  case of  unaudited  statements,  to  normal
     year-end audit adjustments).  No other information provided by or on behalf
     of the  Seller to the Buyer  which is not  included  in the SEC  Documents,
     including,  without limitation,  information referred to in Section 2(e) of
     this Agreement,  contains any untrue  statement of a material fact or omits
     to state  any  material  fact  necessary  in  order to make the  statements
     therein,  in the light of the  circumstance  under  which  they are or were
     made, not misleading.

          i. Absence of Certain  Changes.  Except as disclosed in Schedule 3(i),
     since the date of the  financial  statements  included in the Seller's last
     filed Quarterly  Report on Form 10-QSB for the period ended April 30, 2000,
     there  has  been  no  material  adverse  change  and  no  material  adverse
     development in the business, properties,  operations,  financial condition,
     results of operations or prospects of the Seller.  The Seller has not taken
     any  steps,  and does not  currently  expect  to take  any  steps,  to seek
     protection  pursuant to any  bankruptcy  law,  nor does the Seller have any
     knowledge  or reason  to  believe  that its  creditors  intend to  initiate
     involuntary bankruptcy proceedings.

          j.  Absence  of  Litigation.  There is no  action,  suit,  proceeding,
     inquiry or investigation  before or by any court, public board,  government
     agency,  self-regulatory  organization or body pending or, to the knowledge
     of the Seller,  threatened  against or affecting the Seller or the Seller's
     Common Stock, wherein an unfavorable decision,  ruling or finding would (i)
     have a material  adverse effect on the  transactions  contemplated  hereby;
     (ii) adversely affect the validity or  enforceability  of, or the authority
     or ability of the Seller to perform its obligations  under, the Transaction
     Documents;  or (iii)  except  as  expressly  set  forth in  Schedule  3(j),
     reasonably be expected to have a material  adverse  effect on the business,
     operations,  properties, financial condition or results of operation of the
     Seller.

          k. Acknowledgment Regarding Buyer's Purchase of Seller's Common Stock.
     The Seller  acknowledges  and agrees,  based upon Buyer's  representations,
     that the Buyer is acting solely in the capacity of an arms-length purchaser
     with respect to this Agreement and the  transactions  contemplated  hereby.
     The Seller further acknowledges that the Buyer is not acting as a financial
     advisor  or  fiduciary  of the  Seller (or in any  similar  capacity)  with
     respect to this Agreement and the transactions  contemplated hereby and any
     advice  given by the  Buyer  or any of its  respective  representatives  or
     agents in connection with this Agreement and the transactions  contemplated
     hereby is  merely  incidental  to such  Buyer's  purchase  of shares of the
     Seller's Common Stock. The Seller further  represents to the Buyer that the
     Seller's decision to enter into this Agreement has been based solely on the
     independent evaluation by the Seller and its representatives.

          l. No Undisclosed Events, Liabilities,  Developments or Circumstances.
     To the Seller's knowledge, no event, liability, development or circumstance
     has occurred or exists,  or is contemplated  to occur,  with respect to the
     Seller or its  business,  properties,  prospects,  operations  or financial
     condition,  which  could  be  material  but  which  has not  been  publicly
     announced or disclosed in writing to the Buyer.

          m.  No  General  Solicitation.  Neither  the  Seller,  nor  any of its
     affiliates  (as  defined  in Rule  501 of  Regulation  D of the  1933  Act)
     ("Affiliates"),  nor  any  person  acting  on  its  or  their  behalf,  has
     distributed  any  offering  materials  or  engaged  in any form of  general
     solicitation  or general  advertising  (within the meaning of  Regulation D
     under the 1933 Act) in  connection  with the offer or sale of the shares of
     Seller's Common Stock.

          n. Employee Relations. The Seller is not involved in any labor dispute
     nor, to the Seller's knowledge, is any such dispute threatened. None of the
     Seller's  employees is a member of a union and the Seller believes that its
     relations with its employees are satisfactory.

          o. Intellectual Property Rights. Schedule 3(o) describes all rights in
     patents,  patent  applications,  trademarks,  service  marks,  trade names,
     corporate names, copyrights,  mask works, trade secrets,  know-how or other
     intellectual  property rights owned by, licensed to or otherwise controlled
     by the Seller or used in, developed for use in, or necessary to the conduct
     of the  Seller's  business  as now  conducted  or planned  to be  conducted
     (collectively,  the "IP  Rights").  Schedule  3(o)  describes all IP Rights
     which have been  licensed to third  parties  and those IP Rights  which are
     licensed from third parties and  identifies  all contracts  containing  the
     licenses  to and from  third  parties.  The  Seller  has  taken  reasonably
     appropriate  measures to protect the secrecy,  confidentiality and value of
     the IP Rights. The Seller has not received any notice of, nor are there any
     facts known to the Seller that indicate a likelihood of, any  infringements
     or misappropriation by or conflict from any third party with respect to the
     IP Rights. No claim by any third party contesting the validity or ownership
     of any IP Rights has been made, is currently outstanding or, to the best of
     the  Seller's  knowledge,  is  threatened.  The Seller has not received any
     notice of any infringement,  misappropriation or violation by the Seller of
     any intellectual property rights of any third party and, to the best of the
     Seller's  knowledge,  the Seller's use of the IP Rights in connection  with
     its business,  does not infringe,  misappropriate  or otherwise violate any
     such intellectual property rights

          p. Environmental Laws. The Seller, to the Seller's  knowledge,  (i) is
     in compliance with any and all applicable foreign, federal, state and local
     laws and regulations relating to the protection of human health and safety,
     the environment or hazardous or toxic  substances or wastes,  pollutants or
     contaminants   ("Environmental  Laws");  (ii)  has  received  all  permits,
     licenses or other approvals  required of it under applicable  Environmental
     Laws to conduct its business; and (iii) is in compliance with all terms and
     conditions of any such permit, license or approval.

          q. Title. The Seller has good and marketable title to, or the right to
     use, all personal  property  owned or leased by it which is material to the
     business  of the  Seller,  in  each  case  free  and  clear  of all  liens,
     encumbrances  and defects,  except as described in Schedule 3(q) and except
     for those  which do not  materially  affect the value of such  property  or
     interfere with the use made and proposed to be made of such property by the
     Seller.  The Seller does not own any real  property.  Any real property and
     facilities  held  under  lease by the  Seller  are held by it under  valid,
     subsisting and enforceable  leases with such exceptions as are not material
     and do not  interfere  with the use made  and  proposed  to be made of such
     property and buildings by the Seller.

          r.  Insurance.  The  Seller is insured  by  insurers  which the Seller
     believes are of recognized financial responsibility against such losses and
     risks and in such  amounts  as  management  of the  Seller  believes  to be
     prudent and customary in the businesses in which the Seller is engaged. The
     Seller  has no  knowledge  that it will not be able to renew  its  existing
     insurance  coverage  as and when such  coverage  expires or obtain  similar
     coverage from like insurers as may be necessary to continue its business at
     a cost that  would not  materially  and  adversely  affect  the  condition,
     financial or  otherwise,  or the  earnings,  business or  operations of the
     Seller.

          s.  Regulatory  Permits.   The  Seller,  to  the  Seller's  knowledge,
     possesses all certificates,  authorizations,  licenses and permits required
     by  the  appropriate  federal,  state  or  foreign  regulatory  authorities
     necessary  to  conduct  its  business,  except  where  failure to have such
     certificates, authorizations, licenses or permits would not have a material
     adverse effect on the condition,  financial or otherwise,  or the earnings,
     business or operations  of the Seller.  The Seller has no knowledge of, nor
     has it  received  notice of,  proceedings  relating  to the  revocation  or
     modification of any such certificate, authorization, license or permit.


<PAGE>



          t.  Internal  Accounting  Controls.  The Seller  maintains a system of
     internal  accounting  controls  sufficient to provide reasonable  assurance
     that (i) transactions are executed in accordance with management's  general
     or specific authorizations,  (ii) transactions are recorded as necessary to
     permit  preparation  of financial  statements in conformity  with generally
     accepted accounting principles and to maintain asset accountability,  (iii)
     access to assets is permitted only in accordance with management's  general
     or specific authorization,  and (iv) the recorded accountability for assets
     is  compared  with  the  existing   assets  at  reasonable   intervals  and
     appropriate action is taken with respect to any differences.

          u. No Materially Adverse Contracts,  etc. The Seller is not subject to
     any charter, corporate or other legal restriction, or any judgment, decree,
     order, rule or regulation which, in the judgment of the Seller's  officers,
     has or is  reasonably  expected  in the future to have a  material  adverse
     effect  on  the  business,  properties,  operations,  financial  condition,
     results of operations or prospects of the Seller. The Seller is not a party
     to any  contract  or  agreement  which,  in the  judgment  of the  Seller's
     officers,  has or is reasonably  expected to have a material adverse effect
     on the business,  properties,  operations,  financial condition, results of
     operations or prospects of the Seller.

          v. Tax Status.  Except as set forth on Schedule  3(v),  the Seller has
     made or filed all  federal  and  state  income  and all other tax  returns,
     reports  and  declarations  required  by any  jurisdiction  to  which it is
     subject (unless and only to the extent that the Seller has set aside on its
     books  provisions  reasonably  adequate  for the  payment of all unpaid and
     unreported taxes) and has paid all taxes and other governmental assessments
     and charges that are material in amount,  shown or  determined to be due on
     such returns,  reports and  declarations  (except those being  contested in
     good faith) and has set aside on its books provisions  reasonably  adequate
     for the payment of all taxes for periods subsequent to the periods to which
     such returns,  reports or declarations  apply. There are no unpaid taxes in
     any  material  amount  claimed  to be due by the  taxing  authority  of any
     jurisdiction, and the officers of the Seller have no knowledge of, and know
     of no basis for, any such claim.

          w. Certain Transactions.  Except as set forth on Schedule 3(w), in the
     SEC Documents  and  arms-length  transactions  pursuant to which the Seller
     makes  payments  in the  ordinary  course of  business  upon  terms no less
     favorable  than the Seller could  obtain from third  parties and other than
     the  grant  of  stock  options  disclosed  on  Schedule  3(c),  none of the
     officers, directors, or employees of the Seller is presently a party to any
     transaction with the Seller (other than for services as employees, officers
     and  directors),  including  any contract,  agreement or other  arrangement
     providing for the furnishing of services to or by,  providing for rental of
     real or personal property to or from, or otherwise requiring payments to or
     from any officer,  director or such employee or, to the Seller's knowledge,
     any corporation,  partnership,  trust or other entity in which any officer,
     director, or any such employee has a substantial interest or is an officer,
     director, trustee or partner.

          x. Dilutive Effect.  The Seller  understands and acknowledges that its
     obligation to issue the shares of Seller's  Common Stock upon Closing,  is,
     subject  to  certain  closing  conditions  as set forth in this  Agreement,
     absolute and  unconditional  regardless  of the  dilutive  effect that such
     issuance may have on the ownership  interests of other  shareholders of the
     Seller.

          y. Fees and Rights of First  Refusal.  The Seller is not  obligated to
     offer the securities offered hereunder on a right of first refusal basis or
     similar right to any third parties  including,  but not limited to, current
     or former  shareholders  of the Seller,  underwriters,  brokers,  agents or
     other third parties.

          z. Investment Company. The Seller is not controlled by or under common
     control with an Affiliate of, an "investment company" within the meaning of
     the Investment Company of Act of 1940, as amended.

          aa. No Broker Commissions or Finder Fees. Except as otherwise provided
     in Section  10(n)  hereof,  the Seller has taken no action which would give
     rise to any claim by any person for brokerage commissions, finders' fees or
     the  like  relating  to this  Agreement  or the  transactions  contemplated
     hereby.

          bb. No Untrue  Statements.  No  representation,  warranty or statement
     made by Seller in this  Agreement,  nor any  certificate  furnished  by the
     Seller pursuant to this Agreement,  contains or will contain on the Closing
     Date,  any untrue  statement of a material  fact, or omits or will omit, on
     the Closing Date, to state a material fact necessary to make the statements
     contained herein or therein, in light of the circumstances under which they
     were made, not misleading.

          cc.  Seller's  Representations  and  Warranties  Generally.  Where any
     representation, warranty or statement contained herein regarding a specific
     matter  relating to the Seller or its  business or affairs is  qualified by
     the phrase "to the Seller's  knowledge" or any similar  phrase  relating to
     the knowledge of the Seller, it is intended to mean the actual knowledge of
     any executive,  manager or director of the Seller,  and an individual shall
     be deemed to have "knowledge" of a particular  fact,  circumstance or other
     matter if: (a) such person is actually  aware of such fact or matter or (b)
     a prudent  individual  would be expected to  discover or  otherwise  become
     aware  of  such  fact,  circumstance  or  other  matter  in the  course  of
     conducting a reasonable  inquiry  concerning the truth or existence of such
     fact, circumstance, or other matter.


<PAGE>



      4.    COVENANTS.

          a.  Commercially   Reasonable  Efforts.   Each  party  shall  use  its
     commercially  reasonable  efforts to timely  satisfy each of the conditions
     precedent to Closing as provided in Sections 6 and 7 of this Agreement.

          b.  Form D. The  Seller  agrees to file a Form D with  respect  to the
     Seller's Common Stock as required under Regulation D promulgated  under the
     1933 Act and to  provide a copy  thereof to the Buyer  promptly  after such
     filing.  The Seller shall,  on or before the Closing Date, take such action
     as the Seller  shall  reasonably  determine  is  necessary  to qualify  the
     Seller's  Common Stock for, or obtain  exemption  for the  Seller's  Common
     Stock for,  sale to the Buyer at the  Closing  pursuant  to this  Agreement
     under applicable  securities or "Blue Sky" laws of the State of Connecticut
     and shall provide evidence of any such action so taken to the Buyer as soon
     as practicable following the Closing Date.

          c. Reporting Status. Until the earlier of (i) the date as of which the
     Buyer  may  sell  all of the  Seller's  Common  Stock  without  restriction
     pursuant  to Rule  144(k)  promulgated  under  the 1933  Act (or  successor
     thereto),  or (ii) the date on which (A) the Buyer  shall have sold all the
     Seller's  Common  Stock and (B) none of the shares of the  Seller's  Common
     Stock is outstanding (the "Registration Period"), the Seller shall file all
     reports required to be filed with the SEC pursuant to the 1934 Act, and the
     Seller shall not terminate its status as an issuer required to file reports
     under  the  1934 Act even if the  1934  Act or the  rules  and  regulations
     thereunder would otherwise permit such termination.

          d. Financial  Information.  The Seller agrees to send the following to
     the Buyer upon the Buyer's  request  during the  Registration  Period:  (i)
     within five (5) days after the later of (A) the filing thereof with the SEC
     or (B) the date the Buyer's  request was received by the Seller,  a copy of
     its Annual  Reports on Form 10-KSB,  its Quarterly  Reports on Form 10-QSB,
     any  Current  Reports  on  Form  8-K  and any  registration  statements  or
     amendments  filed  pursuant to the 1933 Act;  (ii) within one (1) day after
     the later of (A) the release  thereof or (B) the date the  Buyer's  request
     was  received by the  Seller,  copies of all press  releases  issued by the
     Seller; and (iii) copies of the same notices and other information given to
     the shareholders of the Seller generally, contemporaneously with the giving
     thereof to the shareholders.

          e.  Reservation of Shares.  The Seller shall take all action necessary
     to, at all times, have authorized and reserved for the purpose of issuance,
     no less than 100% of the number of shares of Seller's  Common  Stock needed
     to provide for the issuance of the Seller's Common Stock at Closing.

          f. Listings.  The Seller shall take all steps reasonably  necessary to
     cause its Common  Stock to be approved  for  quotation  on the OTC Bulletin
     Board,  and the Seller  shall use its  commercially  reasonable  efforts to
     maintain the  quotation of its Common Stock on such market,  as long as the
     rules  governing  such  quotation do not change.  The Seller shall promptly
     provide  to the Buyer  copies of any  notices  it  receives  regarding  the
     continued  eligibility  of the  Seller's  Common  Stock for  trading on the
     facility on which it is listed.

          g. Expenses.  Each of the Seller and the Buyer shall pay all costs and
     expenses  incurred  by such  party  in  connection  with  the  negotiation,
     investigation,  preparation,  execution  and  delivery  of the  Transaction
     Documents.  The Seller and the Buyer shall pay all fees, costs and expenses
     of  their   respective   counsel  in  connection   with  the   negotiation,
     investigation,  preparation,  execution  and  delivery  of the  Transaction
     Documents at Closing.

          h. Corporate  Existence.  So long as any of the shares of the Seller's
     Common  Stock  remain  outstanding,   the  Seller  shall  not  directly  or
     indirectly   consummate   any   merger,   reorganization,    restructuring,
     consolidation,  sale of all or substantially  all of the Seller's assets or
     any similar transaction or related  transactions (each such transaction,  a
     "Sale of the Company")  except if the surviving or successor entity in such
     transaction   expressly  assumes,  in  writing,  the  Seller's  obligations
     hereunder,  and  any  other  agreements  and  instruments  entered  into or
     delivered by the Seller in connection herewith.

          i.  Transactions  With Affiliates.  So long as the Buyer owns Seller's
     Common  Stock with an aggregate  Market Value (as defined  below) as of the
     date of the  Transaction  (as  defined  below)  equal  to or  greater  than
     $200,000,  the Seller shall not enter into, amend, modify or supplement any
     transaction  (the type of which is required to be disclosed  under Item 404
     of Regulation S-K promulgated under the 1933 Act)  ("Transaction") with any
     of its officers,  directors,  persons who were officers or directors at any
     time during the previous two years, shareholders who beneficially own 5% or
     more of the Seller's  Common  Stock,  affiliates  (as defined  below),  any
     individual related by blood,  marriage,  or adoption to any such individual
     or with any entity in which any such entity or individual owns a 5% or more
     beneficial  interest  (each a "Related  Party"),  except for (a)  customary
     employment  arrangements and benefit programs on reasonable  terms, (b) any
     Transaction on an  arms-length  basis on terms no less favorable than terms
     which  would have been  obtainable  from a person  other than such  Related
     Party,  and (c) any  Transaction  which is  approved  by a majority  of the
     Disinterested Directors of the Seller.


<PAGE>



            For purposes of this Section 4(i),  the  following  terms shall have
      the following meanings:

(i)   "Market  Value" per share of Seller's  Common Stock is equal to the lowest
      average of the  average of the Closing Bid Price and the Closing Ask Price
      for the  Seller's  Common Stock for any  consecutive  five (5) day trading
      period out of the fifteen  (15)  trading  days  preceding  the date of the
      Transaction.

(ii)  "Closing  Bid Price"  means,  for any  security  as of any date,  the last
      closing bid price on the Nasdaq National  Market System (the  "Nasdaq-NM")
      as reported  by  Bloomberg  Financial  Markets  ("Bloomberg"),  or, if the
      Nasdaq-NM is not the principal trading market for such security,  the last
      closing bid price of such security on the principal securities exchange or
      trading  market  where such  security  is listed or traded as  reported by
      Bloomberg, or if the foregoing do not apply, the last closing bid price of
      such  security  in the  over-the-counter  market  on the  pink  sheets  or
      bulletin  board for such  security  as reported  by  Bloomberg,  or, if no
      closing bid price is reported  for such  security by  Bloomberg,  the last
      closing  trade price of such  security as  reported by  Bloomberg.  If the
      Closing Bid Price cannot be  calculated  for such security on such date on
      any of the foregoing bases, the Closing Bid Price of such security on such
      date shall be the fair market value as reasonably determined in good faith
      by the Board of Directors of the Seller (all as appropriately adjusted for
      any stock dividend,  stock split or other similar  transaction during such
      period);

(iii) "Closing  Ask Price"  means,  for any  security  as of any date,  the last
      closing ask price on the  Nasdaq-NM as reported by  Bloomberg,  or, if the
      Nasdaq-NM is not the principal trading market for such security,  the last
      closing ask price of such security on the principal securities exchange or
      trading  market  where such  security  is listed or traded as  reported by
      Bloomberg, or if the foregoing do not apply, the last closing ask price of
      such  security  in the  over-the-counter  market  on the  pink  sheets  or
      bulletin  board for such  security  as reported  by  Bloomberg,  or, if no
      closing ask price is reported  for such  security by  Bloomberg,  the last
      closing  trade price of such  security as  reported by  Bloomberg.  If the
      Closing Ask Price cannot be  calculated  for such security on such date on
      any of the foregoing bases, the Closing Ask Price of such security on such
      date shall be the fair market value as reasonably determined in good faith
      by  the  Board  of  Directors  of  the  issuer  of the  security  (all  as
      appropriately  adjusted  for any  stock  dividend,  stock  split  or other
      similar transaction during such period);

(iv)  "Disinterested  Director"  for  purposes  of  approving  of a  Transaction
      pursuant to this  Section 4(i) means a director of the Seller who is not a
      party, and who is not an Affiliate of a party, to such Transaction;

(v)   "Affiliate" means, with respect to any person or entity, another person or
      entity that, directly or indirectly,  (i) has a 5% or more equity interest
      in that person or entity,  (ii) has 5% or more common  ownership with that
      person or entity,  (iii)  controls  that person or entity,  or (iv) shares
      common control with that person or entity; and

(vi)  "Control"  or  "controls"  means  that a person or entity  has the  power,
      direct or indirect, to conduct or govern the policies of another person or
      entity.

          j. At the  Closing,  the Board of  Directors  ("Board")  of the Seller
     shall  appoint  Irene  Lebovics,  Cy E.  Hammond  and  Michael J.  Parrella
     ("Designated  Persons")  to the Board.  The  Seller  makes no  warranty  or
     representation  that the Seller's  shareholders will reelect the Designated
     Persons  to  the  Board  at  the  next  annual   meeting  of  the  Seller's
     shareholders.

      5.    TRANSFER AGENT INSTRUCTIONS.
            ---------------------------

     At Closing, the Seller shall issue irrevocable instructions to its transfer
agent  to  issue  certificates,  registered  in the  name  of the  Buyer  or its
respective  nominee(s),  for  the  shares  of the  Seller's  Common  Stock  (the
"Irrevocable Transfer Agent Instructions"). All such certificates shall bear the
restrictive  legend  specified  in Section  2(j) of this  Agreement.  The Seller
warrants  that  no  instruction  other  than  the  Irrevocable   Transfer  Agent
Instructions  referred to in this Section 5, and stop transfer  instructions  to
give effect to Section  2(i) hereof will be given by the Seller to its  transfer
agent and that the Seller's Common Stock shall otherwise be freely  transferable
on the books and  records of the Seller as and to the  extent  provided  in this
Agreement.  Nothing  in this  Section  5  shall  affect  in any way the  Buyer's
obligations  and  agreement  to comply  with all  applicable  federal  and state
securities  laws upon resale of the Seller's Common Stock. If the Buyer provides
the Seller  with an  opinion of  counsel,  reasonably  satisfactory  in form and
substance to the Seller, that registration for resale by the Buyer of any of the
Seller's  Common  Stock is not  required  under the 1933 Act,  the Seller  shall
permit the transfer,  subject to the limitations and  restrictions  set forth in
this Agreement and the other  Transaction  Documents,  and promptly instruct its
transfer  agent  to  issue  one or more  certificates  in such  name and in such
denominations as specified by the Buyer. The Seller  acknowledges  that a breach
by it of its obligations  hereunder will cause  irreparable harm to the Buyer by
vitiating  the  intent  and  purpose  of the  transaction  contemplated  hereby.
Accordingly,  the Seller acknowledges that the remedy at law for a breach of its
obligations  under this Section 5 will be inadequate and agrees, in the event of
a breach or threatened breach by the Seller of the provisions of this Section 5,
that the Buyer shall be entitled,  in addition to all other available  remedies,
to an injunction  restraining  any breach and requiring  immediate  issuance and
transfer, without the necessity of showing economic loss and without any bond or
other security being required.




      6.    CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATION TO SELL.
            -------------------------------------------------------

     The  obligation  of the  Seller  hereunder  to issue and sell the  Seller's
Common Stock to the Buyer at the Closing is subject to the  satisfaction,  at or
before the Closing  Date,  of each of the  following  conditions,  provided that
these conditions may be waived by the Seller at any time in its sole discretion:

          a. The Buyer shall have executed  this  Agreement,  the  Shareholder's
     Agreement and the License Agreement and delivered same to the Company.

          b. The  representations  and warranties of the Buyer shall be true and
     correct in all material  respects as of the date this Agreement (except for
     representations  and warranties that speak as of a specific date),  and the
     Buyer shall have performed, satisfied and complied in all material respects
     with the covenants, agreements and conditions required by this Agreement to
     be  performed,  satisfied or complied  with by the Buyer at or prior to the
     Closing Date. The Seller shall have received a certificate, executed by the
     Chief  Financial  Officer,  or  other  executive  officer  acting  in  such
     capacity,  of the  Buyer,  dated as of the date of this  Agreement,  to the
     foregoing  effect  and as to  such  other  matters  as  may  be  reasonably
     requested by the Seller.

      7.    CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO PURCHASE.
            ----------------------------------------------------------

     The obligation of the Buyer hereunder to purchase the Seller's Common Stock
at the Closing is subject to the satisfaction, at or before the Closing Date, of
each of the following  conditions,  provided that these conditions may be waived
by the Buyer at any time in its sole discretion:

          a. The Seller shall have executed this  Agreement,  the  Shareholder's
     Agreement and the License Agreement, and delivered same to the Buyer.

          b. The Seller's  Common Stock shall be authorized for quotation on the
     OTC Bulletin Board,  over-the-counter market, AMEX, the NASDAQ Small Cap or
     National  Market or the New York Stock  Exchange,  Inc.  and trading in the
     Seller's Common Stock shall not have been suspended for any reason.

          c. The  representations and warranties of the Seller shall be true and
     correct in all  material  respects  (except to the extent  that any of such
     representations  and  warranties is already  qualified as to materiality in
     Section 3 above, in which case, such  representations  and warranties shall
     be true and correct without further  qualification)  as of the date of this
     Agreement  (except for  representations  and warranties  that speak as of a
     specific date) and the Seller shall have performed,  satisfied and complied
     in all material  respects with the  covenants,  agreements  and  conditions
     required by this  Agreement to be performed,  satisfied or complied with by
     the Seller at or prior to the Closing Date. The Buyer shall have received a
     certificate,  executed  by the  President  or  Chairman of the Board of the
     Seller, dated as of the date of this Agreement, to the foregoing effect and
     as to such other matters as may be reasonably requested by the Buyer.

          d. The Buyer shall have received the opinion of the Seller's  counsel,
     dated as of the date of this  Agreement,  in form and substance  reasonably
     satisfactory  to the  Buyer  and in  substantially  the  form of  Annex  IV
     attached hereto.

          e. The Seller shall have  executed and  delivered to the Buyer (or the
     Buyer's  designee)  certificates (in such  denominations as the Buyer shall
     request) for the shares of the Seller's Common Stock being purchased by the
     Buyer at the Closing.

          f. The  Board of  Directors  of the  Seller  shall  have  adopted  the
     resolutions in substantially the form of Annex V attached hereto.

          g. The Irrevocable Transfer Agent Instructions,  in form and substance
     satisfactory to the Buyer, shall have been delivered to and acknowledged in
     writing by the Seller's transfer agent.

          h.  Shareholder  Approval.  The  Seller  shall have  submitted  to its
     shareholders  at a shareholder  meeting a proposal for  ratification of the
     authorization  for issuance of sufficient  shares of Seller's  Common Stock
     needed to provide for the issuance of Seller's Common Stock to Buyer at the
     Closing, and shareholders of Seller shall have adopted such proposal at the
     shareholder meeting.

      8.    CONFIDENTIALITY, NONDISCLOSURE AND NONCOMPETITION.
            -------------------------------------------------

          a. The Seller  agrees  that for a period of three (3) years  following
     the Closing Date:

(i)         The Seller and its current management (as defined below) will not
            compete  with the Buyer,  without the prior  written  consent of the
            Buyer,  in  any  activity  relating  to  the  Buyer's  active  noise
            cancellation and speech  enhancement  business.  For purposes of the
            preceding sentence,  competition shall include,  without limitation,
            direct or indirect competition by the Seller or its employees.

(ii)        The Seller's current management (as defined below) shall not
            compete with the Seller,  without the prior  written  consent of the
            Buyer, in any activity  relating to the Seller's  headset  business,
            whether or not the Seller's current  management is employed or is no
            longer  employed by Seller  during such three (3) year  period.  For
            purposes  of the  preceding  sentence,  competition  shall  include,
            without   limitation,   direct  or  indirect   competition  by  such
            individual or other persons employed by him or her.

(iii)       The Seller and its current  management  (as defined below) will not,
            directly or  indirectly,  appropriate  any of the  Buyer's  business
            opportunities  (as defined below) or any of the Buyer's  clients (as
            defined below).

(iv)        The Seller's current management (as defined below) shall not,
            directly  or  indirectly,   appropriate  any  of  Seller's  business
            opportunities  (as  defined  below) or any of  Seller's  clients (as
            defined below).

(v)         For purposes of this Section 8, the  following  terms shall have the
            following meanings:

(A)  "Current management" shall include any present directors or officers of the
     Seller;

(B)  "Buyer's business  opportunities" shall include existing  opportunities and
     prospective  opportunities  within the scope of the Buyer's  business which
     the Buyer has  reduced to a written  business  plan  during the twelve (12)
     month  period   immediately   preceding  the  Closing  Date,  whether  such
     opportunities arise in the United States or in any foreign country in which
     the Buyer conducts business;

(C)  "Seller's business  opportunities" shall include existing opportunities and
     prospective  opportunities  within the scope of the Seller's business which
     the Seller has  reduced to a written  business  plan during the twelve (12)
     month  period   immediately   preceding  the  Closing  Date,  whether  such
     opportunities arise in the United States or in any foreign country in which
     the Seller conducts business;

(D)  "Buyer's clients" shall include both individuals and business entities that
     were (x) existing  clients of the Buyer as of the Closing Date, (y) clients
     of the Buyer at any time during the three-year period immediately preceding
     the Closing Date, and (z)  prospective  clients  actively  solicited by the
     Buyer at any time during the six (6) month period immediately preceding the
     Closing; and

(E)  "Seller's  clients" shall include both  individuals  and business  entities
     that were (x) existing  clients of the Seller as of the Closing  Date,  (y)
     clients of the Seller at any time during the three-year period  immediately
     preceding the Closing Date, and (z) prospective  clients actively solicited
     by the  Seller  at any time  during  the six (6) month  period  immediately
     preceding the Closing.

          (v) The Seller will not hire,  contract with or solicit for employment
     any employee of the Buyer or any former employee of the Buyer who left such
     employment less than six (6) months prior to the Closing.

          b. The parties  acknowledge and agree that each of their businesses is
     specialized  and not confined to any geographic  market and agree that such
     geographic  scope is reasonable.  The parties further  acknowledge that the
     identities  and needs of their  clients  and  prospective  clients  are not
     generally  known, and that such information is confidential and proprietary
     to the parties.  The parties  agree that their  services to each other have
     been  unique  and  extraordinary  that in the  context  of the  transaction
     contemplated  by this  Agreement the parties have  legitimate  interests in
     ensuring that such special skills and confidential  information will not be
     used by the other party or any competitor of the other party in competition
     with the  other  party,  and that the  restrictions  set forth  herein  are
     reasonable in their face.

          c. The  restrictions  set forth in this Section are  considered by the
     parties to be  reasonable  for the purposes of  protecting  the  legitimate
     business interests of the parties.  The parties  acknowledge and agree that
     monetary  damages  would not provide an  adequate  remedy in the event of a
     breach or threatened breach of the provisions of this Section.  The parties
     agree that, in addition to any other remedies available to the parties, the
     parties shall be entitled to injunctive  relief,  specific  performance and
     other equitable relief to secure the enforcement of these  provisions,  and
     shall be  entitled  to receive  reimbursement  from the other party for all
     reasonable  attorneys'  fees and expenses  incurred by the party  enforcing
     these provisions,  should such party enforcing these provisions prevail. If
     a party  breaches the covenants  set forth in this Section,  the running of
     the Restriction Period described herein shall be tolled for so long as such
     breach  continues.  It is the  desire and  intent of the  parties  that the
     provisions  of this Section be enforced to the fullest  extent  permissible
     under  the  laws  and  public  policies  of  each   jurisdiction  in  which
     enforcement is sought.  If any  provisions of this Section  relating to the
     time  period,  scope of  activities,  geographic  area of  restrictions  or
     otherwise  is declared by a court of competent  jurisdiction  to exceed the
     maximum  permissible time period,  scope of activities,  geographic area or
     other  matter  of  public  policy,  the  maximum  time  period,   scope  of
     activities,  geographic area or other matter,  as the case may be, shall be
     reduced  to  the  maximum  which  such  court  deems  enforceable.  If  any
     provisions  of this Section  other than those  described  in the  preceding
     sentence are  adjudicated  to be invalid or  unenforceable,  the invalid or
     unenforceable  provisions shall be deemed amended (with respect only to the
     jurisdiction  in which  such  adjudication  is made) in such  manner  as to
     render  them  enforceable  and to  effectuate  as  nearly as  possible  the
     original intentions and agreement of the parties.

          d. The parties  acknowledge  that the  restrictions  set forth in this
     Section are a material  inducement  to the parties  entering into the other
     transactions contemplated hereby.


      9.    INDEMNIFICATION.

          (a) In  consideration  of the Buyer's  execution  and delivery of this
     Agreement and acquisition of the Seller's Common Stock,  and in addition to
     all of the Seller's  other  obligations  under this  Agreement,  the Seller
     shall  defend,  protect,  indemnify  and hold  harmless  the  Buyer and its
     successors,   permitted   assigns,   Affiliates,   parents,   subsidiaries,
     directors,  officers,  employees, and controlling persons thereof, past and
     present ("Buyer Indemnitees") from and against any and all actions,  causes
     of action, suits, claims, losses, costs,  penalties,  fees, liabilities and
     damages, and expenses in connection therewith  (irrespective of whether the
     Buyer is a party to the  action  for  which  indemnification  hereunder  is
     sought),  and including  reasonable  attorneys' fees and disbursements (the
     "Buyer  Indemnified  Liabilities")  incurred by the Buyer or any of them in
     connection  with  or as a  result  of  any  breach  by  the  Seller  of any
     representation,   warranty  or  covenant  in  the  Transaction   Documents,
     including,  but not limited to: (a) any  misrepresentation or breach of any
     representation or warranty made by the Seller in the Transaction  Documents
     or any other  certificate,  instrument or document  contemplated  hereby or
     thereby; or (b) any breach of any covenant,  agreement or obligation of the
     Seller  contained in the  Transaction  Documents or any other  certificate,
     instrument or document contemplated hereby or thereby;  provided,  however,
     that  this  Section  9 shall not  apply to the  extent  that it is  finally
     judicially  determined that such actions,  causes of action, suits, claims,
     losses, costs,  penalties,  fees,  liabilities and damages, and expenses in
     connection therewith resulted solely from the gross negligence or bad faith
     of the Buyer.  To the extent that the foregoing  undertaking  by the Seller
     may be  unenforceable  for any  reason,  the Seller  shall make the maximum
     contribution  to  the  payment  and  satisfaction  of  each  of  the  Buyer
     Indemnified Liabilities which is permissible under applicable law.

          b. In  consideration  of the Seller's  execution  and delivery of this
     Agreement and issuance of the Seller's Common Stock, and in addition to all
     of the Buyer's  other  obligations  under this  Agreement,  the Buyer shall
     defend, protect, indemnify and hold harmless the Seller and its successors,
     assigns, Affiliates, parents, subsidiaries, directors, officers, employees,
     and  controlling  persons  thereof,  past and present,  (collectively,  the
     "Seller  Indemnitees")  from and  against  any and all  actions,  causes of
     action, suits, claims,  losses,  costs,  penalties,  fees,  liabilities and
     damages, and expenses in connection therewith  (irrespective of whether any
     such  Indemnitee  is a  party  to  the  action  for  which  indemnification
     hereunder  is  sought),  and  including  reasonable   attorneys'  fees  and
     disbursements  (the  "Seller  Indemnified  Liabilities")  or any of them in
     connection  with  or as a  result  of  any  breach  by  the  Buyer  of  any
     representation,   warranty  or  covenant  in  the  Transaction   Documents,
     including,  but not limited to: (a) any  misrepresentation or breach of any
     representation  or warranty made by the Buyer in the Transaction  Documents
     or any other  certificate,  instrument or document  contemplated  hereby or
     thereby; or (b) any breach of any covenant,  agreement or obligation of the
     Buyer  contained in the  Transaction  Documents  or any other  certificate,
     instrument or document contemplated hereby or thereby;  provided,  however,
     that  this  Section  9 shall not  apply to the  extent  that it is  finally
     judicially  determined that such actions,  causes of action, suits, claims,
     losses, costs,  penalties,  fees,  liabilities and damages, and expenses in
     connection therewith resulted solely from the gross negligence or bad faith
     of the Seller.  To the extent that the foregoing  undertaking  by the Buyer
     may be  unenforceable  for any  reason,  the Buyer  shall make the  maximum
     contribution  to the  payment  and  satisfaction  of  each  of  the  Seller
     Indemnified Liabilities which is permissible under applicable law.

          Promptly  after receipt by a Seller  Indemnitee or a Buyer  Indemnitee
     (each Buyer  Indemnitee  and Seller  Indemnitee  are sometimes  referred to
     herein  as  "Indemnified  Party")  under  this  Section  of  notice  of the
     commencement  of any  action  or  proceeding  involving  any  breach of any
     representation,   warranty  or  covenant  in  the   Transaction   Documents
     ("Claim"),  such Indemnified  Party shall, if a Claim in respect thereof is
     to be made against any indemnifying party (the "Indemnifying  Party") under
     this Section,  deliver to the  Indemnifying  Party a written  notice of the
     commencement  thereof.  The  Indemnifying  Party  shall  have the  right to
     participate  in,  and,  to the extent the  Indemnifying  Party so  desires,
     jointly with any other  Indemnifying  Party  similarly  noticed,  to assume
     control of the defense  thereof with counsel  mutually  satisfactory to the
     Indemnifying Party and the Indemnified Party, as the case may be; provided,
     however,  that an Indemnified  Party shall have the right to retain its own
     counsel  with the fees and expenses to be paid by the  Indemnifying  Party,
     if, in the  reasonable  opinion of  counsel  retained  by the  Indemnifying
     Party, the  representation by such counsel of the Indemnified Party and the
     Indemnifying  Party  would be  inappropriate  due to  actual  or  potential
     conflicts of interests  between such Indemnified  Party and any other party
     represented by such counsel in such proceeding. The Indemnified Party shall
     cooperate  fully  with  the  Indemnifying  Party  in  connection  with  any
     negotiation  or  defense  of any such  action or claim by the  Indemnifying
     Party  and  shall  furnish  to  the  Indemnifying   Party  all  information
     reasonably  available to the Indemnified Party which relates to such action
     or claim.  The  Indemnifying  Party shall keep the Indemnified  Party fully
     apprised  as to the status of the  defense or any  settlement  negotiations
     with  respect  thereto.  No  Indemnifying  Party  shall be  liable  for any
     settlement of any action,  claim or proceeding effected without its written
     consent,  which consent shall not be unreasonably withheld. No Indemnifying
     Party shall, without the consent of the Indemnified Party, consent to entry
     of any judgment or enter into any settlement or other compromise which does
     not include as an unconditional  term thereof the giving by the claimant or
     plaintiff  to such  Indemnified  Party of a release  from all  liability in
     respect to such claim or litigation.  Following indemnification as provided
     for hereunder,  the Indemnifying Party shall be subrogated to all rights of
     the  Indemnified  Party  with  respect  to  all  third  parties,  firms  or
     corporations  relating  to the  matter for which  indemnification  has been
     made.  The  failure to deliver  written  notice to the  Indemnifying  Party
     within a reasonable  time of the  commencement of any such action shall not
     relieve such  Indemnifying  Party of any liability to the Indemnified Party
     under this  Section,  except to the extent that the  Indemnifying  Party is
     prejudiced  in its  ability  to defend  such  action.  The  indemnification
     required by this Section  shall be made by periodic  payments of the amount
     thereof  during the course of the  investigation  or  defense,  as and when
     bills are received or Buyer Indemnified  Liabilities or Seller  Indemnified
     Liabilities are incurred.

      10.   GOVERNING LAW, MISCELLANEOUS.
            ----------------------------

          a. Governing  Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED
     AND ENFORCED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF FLORIDA  WITHOUT
     REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

          b.  Consent to  Jurisdiction.  The  parties  expressly  consent to the
     exclusive jurisdiction and venue of the federal and state courts located in
     the County of Miami-Dade, Florida, for the adjudication of any civil action
     related  to or  arising  out of,  in  whole  or in  part,  the  Transaction
     Documents.

          c.  Counterparts.  This  Agreement  may be  executed  in  two or  more
     identical  counterparts,   all  of  which  when  taken  together  shall  be
     considered  one and the same  agreement  and shall  become  effective  when
     counterparts  have been  signed by each  party and  delivered  to the other
     party.   In  the  event  any  signature  page  is  delivered  by  facsimile
     transmission,  the party using such means of delivery  shall cause four (4)
     additional  originally executed signature pages to be physically  delivered
     to the other  party  within  five (5) days of the  execution  and  delivery
     hereof.

          d.  Headings.  The headings of this  Agreement are for  convenience of
     reference only and shall not form part of, or affect the interpretation of,
     this Agreement.

          e. Severability.  If any term,  provision,  covenant or restriction of
     this Agreement is held to be illegal, void, invalid or unenforceable in any
     jurisdiction,  such  invalidity  or  unenforceability  shall not affect the
     validity or  enforceability  of the  remainder  of this  Agreement  in that
     jurisdiction  or the validity or  enforceability  of any  provision of this
     Agreement in any other jurisdiction.

          f. Entire Agreement,  Amendments.  This Agreement supersedes all other
     prior oral or written  agreements  between  the Buyer,  the  Seller,  their
     Affiliates  and persons  acting on their behalf with respect to the matters
     discussed herein, and this Agreement and the instruments  referenced herein
     contain the entire understanding of the parties with respect to the matters
     covered herein and,  except as specifically  set forth herein,  neither the
     Seller  nor  Buyer  makes  any   representation,   warranty,   covenant  or
     undertaking  with respect to such matters.  No provision of this  Agreement
     may be waived or amended other than by an  instrument in writing  signed by
     each of the parties hereto.

          g. Notices.  Any notices,  consents,  waivers, or other communications
     required or permitted to be given under the terms of this Agreement must be
     in writing and will be deemed to have been delivered (i) upon receipt, when
     delivered personally; (ii) upon receipt, when sent by facsimile, provided a
     copy is mailed by U.S.  certified  mail,  return receipt  requested;  (iii)
     three (3) days after  being sent by U.S.  certified  mail,  return  receipt
     requested;  or (iv) one (1) day after deposit with a nationally  recognized
     overnight delivery service, in each case properly addressed to the party to
     receive  the  same.   The  addresses   and   facsimile   numbers  for  such
     communications shall be:

      If to the Seller:       Pro Tech Communications, Inc.
                              3311 Industrial 25th Street
                              Fort Pierce, Florida  34946
                              Attention: President
                              Telephone:  (561) 464-5100
                              Facsimile:  (561) 464-6644

      With a copy to:         Leslie J. Croland, P.A.
                              Steel Hector & Davis LLP
                              200 South Biscayne Blvd.
                              Miami, Florida 33131
                              Telephone:  (305) 577-7095
                              Facsimile:  (305) 577-7001

      If to the Buyer:        NCT Hearing Products, Inc.
                              20 Ketchum Street
                              Westport, CT 06880
                              Attention:  President
                              Telephone:  (203) 226-4447
                              Facsimile:  (203) 226-3123

      With a copy to:         William P. O'Neill, Esq.
                              Crowell & Moring LLP
                              1001 Pennsylvania Avenue, NW, 10th floor
                              Washington, DC  20004-2595
                              Telephone:  (202) 624-2603
                              Facsimile:  (202) 628-5116

      If to the Transfer Agent:     American Stock Transfer & Trust Company
                              40 Wall Street
                              New York, NY  10005
                              Attention:  Michael Pollack
                              Telephone:  (718) 921-8259
                              Facsimile:  (718) 921-8326

      Each party shall provide five (5) days' prior written  notice to the other
      party of any change in address or facsimile number.

          h.  Successors and Assigns.  This Agreement  shall be binding upon and
     inure  to the  benefit  of  the  parties  and  their  respective  permitted
     successors  and assigns.  Neither party shall assign this  Agreement or any
     rights or obligations  hereunder  without the prior written  consent of the
     other party.

          i. No Third Party  Beneficiaries.  This  Agreement is intended for the
     benefit of the parties hereto and their respective permitted successors and
     assigns,  and is not for the  benefit of, nor may any  provision  hereof be
     enforced by, any other person.

          j. Survival.  The  representations and warranties of the Buyer and the
     Seller  contained in Sections 2 and 3, the  agreements  and  covenants  set
     forth in Sections 4, 5 and 10 and the indemnification  provisions set forth
     in Section 9 shall  survive for a period of one (1) year from the  Closing,
     provided that the representations and warranties contained in Section 2(b),
     Section 2(c),  Section 2(e),  Sections 2(k) through 2(l), and Sections 3(a)
     through 3(e) shall  survive for a period of two (2) years from the Closing.
     The  agreements  and  covenants  set forth in Section 8 shall survive for a
     period of three (3) years from the Closing.

          k. Publicity. The Seller and the Buyer shall have the right to approve
     before  issuance  any press  releases or any other public  statements  with
     respect to the transactions  contemplated hereby;  provided,  however, that
     the Seller shall be entitled,  without the prior approval of the Buyer,  to
     make any press  release or other  public  disclosure  with  respect to such
     transactions as is required by applicable law and regulations (although the
     Buyer shall be  consulted by the Seller in  connection  with any such press
     release  or other  public  disclosure  prior to its  release  and  shall be
     provided with a copy thereof).

          l. Further Assurances. Each party shall do and perform, or cause to be
     done and performed, all such further acts and things, and shall execute and
     deliver all such other agreements, certificates, instruments and documents,
     as the other party may reasonably  request in order to carry out the intent
     and accomplish the purposes of this Agreement and the  consummation  of the
     transactions contemplated hereby.

          m. Construction of Agreement. This Agreement has been fully negotiated
     among the parties,  and none of the parties  shall have any greater  burden
     than the other parties in construing  this  Agreement,  including one party
     being charged with the drafting of the Agreement.

          n.  Placement  Agent.  The Seller  acknowledges  that it has engaged a
     placement agent, Union Atlantic LC ("Union  Atlantic"),  in connection with
     the sale of the  Seller's  Common  Stock,  which  placement  agent may have
     formally or informally  engaged other agents on its behalf.  At the Closing
     Date,  the Seller and the Buyer  shall be  responsible  for the  payment of
     279,688 shares and 279,687 shares, respectively, of common stock, par value
     $.001 per share, of the Seller ("Common Stock") to Union Atlantic  Capital,
     LC ("Union Atlantic Capital"),  equaling in the aggregate 559,375 shares of
     Common  Stock  to  Union  Atlantic  Capital,  as a  placement  fee to Union
     Atlantic in connection with this Agreement.

     IN  WITNESS  WHEREOF,  the Buyer and the  Seller  have  caused  this  Stock
Purchase Agreement to be duly executed as of the date first written above.

                             "SELLER"

                          PRO TECH COMMUNICATIONS, INC.


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



                             "BUYER"

                             NCT HEARING PRODUCTS, INC.


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


ACKNOWLEDGED AND AGREED,
AS TO SECTION 8 ABOVE:


By:   /s/ RICHARD HENNESSEY
      Richard Hennessey, in his
      individual capacity


By:   /s/ KEITH LARKING
      Keith Larkin, in his
      individual capacity
                                     ANNEX I

                                 Capitalization


<PAGE>


                                    ANNEX II

                             Shareholder's Agreement



<PAGE>


                                    ANNEX III

                                License Agreement


<PAGE>


                                    ANNEX IV

                          Opinion of Counsel of Seller



<PAGE>


                                     ANNEX V

                                Board Resolutions




<PAGE>


                                  SCHEDULE 2(l)

                                    Conflicts


None.



<PAGE>


                                  SCHEDULE 3(c)

                                 Capitalization

1.    Options  to  purchase   540,000   shares  of  common  stock  of  Pro  Tech
      Communications,  Inc. ("Pro Tech") have been granted by Pro Tech under the
      1996 Stock  Option Plan at an exercise  price of $0.50 per share of common
      stock.

2.    Options to purchase  488,000  shares of common stock of Pro Tech have been
      granted by Pro Tech under the 1998 Stock Option Plan at an exercise  price
      of $0.375 per share of common stock.

3.    Consulting  fee of 279,688  shares of Pro Tech's Common Stock to be issued
      to Union Atlantic  Capital,  LC ("Union Atlantic  Shares"),  in connection
      with the Stock Purchase  Agreement between NCT Hearing Products,  Inc. and
      Pro Tech, dated as of September 13, 2000.

4.    Union Atlantic Shares are registrable  pursuant to that certain Consulting
      Agreement  between Pro Tech and Union  Atlantic  LC, dated as of March 15,
      1999, as amended to date.





<PAGE>


                                 SCHEDULE 3(e)

                                   Conflicts


None.





<PAGE>


                                 SCHEDULE 3(f)

                              Defaults, Violations


None.



<PAGE>


                                 SCHEDULE 3(g)

                                    Consents

Form D.





<PAGE>


                                 SCHEDULE 3(i)

                                Subsequent Events


None.


<PAGE>


                                 SCHEDULE 3(j)

                                  Litigation


None.

<PAGE>


                                 SCHEDULE 3(o)

                         Intellectual Property Rights


1.   Pro Tech Communications, Inc. ("Pro Tech") has filed a trademark
     application for the following mark:

a.   Mark
     Pro Tech Logo

2.   Pro Tech has filed a patent application this year entitled:

     "Linearization  of FET Channel  Impedance  for Small  Signal  Applications"
     application number 09/570,996

     This patent  claims to have found a technique  (supported  by  mathematical
     derivation and real-world results) to make an FET behave significantly more
     like a voltage controlled resistor than it inherently does thereby allowing
     these devices to be used in circuitry  such as electronic  volume  controls
     etc. with a significantly  higher level of signal quality. The applications
     of  this   technology  are  endless  up  to  and  including   semiconductor
     fabrication.

     Prior to the date of the Stock Purchase Agreement dated as of September 13,
     2000, between NCT Hearing Products,  Inc. ("NCT Hearing") and Pro Tech, NCT
     Hearing has been  provided  with the  above-described  trademark and patent
     applications.










<PAGE>


                                 SCHEDULE 3(q)

                                      Title

None.





<PAGE>


                                 SCHEDULE 3(v)

                                  Tax Status

None.




<PAGE>


                                       198
                                 SCHEDULE 3(w)

                             Certain Transactions

None.