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                                                                EXHIBIT 10.1 (c)

                                SECOND AMENDMENT
                                       TO
                    RESTATED AND AMENDED SETTLEMENT AGREEMENT

         This Second Amendment (the  "SECOND  AMENDMENT") to the Restated and
Amended Settlement Agreement ("RESTATED SETTLEMENT AGREEMENT") dated March 29,
2000, by and among Telex Communications, Inc. ("TELEX"), and Altec Lansing
Technologies, Inc. ("ALTI"), as amended by the amendment dated April 28, 2000
("First Amendment"), is entered into effective as of May 15, 2000.

                              W I T N E S S E T H:

         WHEREAS, pursuant to the terms of the Restated Settlement Agreement
ALTI and Telex agree to enter into certain agreements and ALTI agrees to make
certain payments and certain promissory notes on a date no later than April 30,
2000; and

         WHEREAS, ALTI has advised Telex that it has a good faith belief that it
will obtain financing from Congress Financial Corporation ("Congress") that will
permit it to close the transaction contemplated by the Restated Settlement
Agreement on or before May 19, 2000 without the need for Telex to hold any notes
referred to in Section 2.2 of the Restated Settlement Agreement; and

         WHEREAS, Telex is willing to grant to ALTI an additional period of time
to obtain such financing; and

         WHEREAS, Telex and ALTI each desire to amend the terms of the Restated
Settlement Agreement to extend the date by which the "Closing" (as defined in
Section 1.2 of the Restated Settlement Agreement) must occur; and

         WHEREAS, in accordance with Section 10.5 of the Restated Settlement
Agreement, Telex and ALTI may amend the terms of the Restated Settlement
Agreement by a writing signed by both parties; and

         NOW, THEREFORE, for and in consideration of the mutual benefits to be
derived, promises and agreements contained herein, and other good and value
consideration, the parties hereto agree as follows:

                               A G R E E M E N T:

         1.       Amendments.

                  a.       Section 1.2 of the Restated Settlement Agreement is
         hereby amended and restated in its entirety to read as follows:

                           1.2)  Effective Date. This Agreement shall become
                  effective upon delivery by ALTI of the wire transfer payment
                  set forth in Section
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                  2.2(b) and the promissory  notes  described in Sections 2.2(c)
                  and  2.2(d)  (the  "Effective  Date").  In no event  shall the
                  Effective Date, which is also  hereinafter  referred to as the
                  "Closing Date, be a date later than May 19, 2000.

         2.       Construction.  All references in any other ancillary
agreements or otherwise to the Restated  Settlement  Agreement shall be deemed
to refer to the Restated  Settlement  Agreement  as amended  by this  Second
Amendment.  Unless otherwise  defined in this  Amendment,  capitalized  terms
used in this  Second Amendment  will have the meanings  ascribed to them in the
Restated  Settlement Agreement.  In the event of a conflict between the
respective  provisions of the Restated Settlement  Agreement or the First
Amendment and this Second Amendment, the terms of this Second Amendment shall
control.

         3.       Effect of Second  Amendment.  Except as specifically  amended
by the terms of this  Second  Amendment,  the  terms  and  conditions  of the
Restated Settlement  Agreement  and the First  Amendment  shall  remain in full
force and effect for all purposes,  and Telex and ALTI hereby ratify and confirm
the terms and conditions of the Restated Settlement Agreement and the First
Amendment,  as amended pursuant to this Second Amendment.

         4.       Counterparts;  Facsimiles.  This Second Amendment may be
executed in any number of  counterparts,  each of which when so executed and
delivered shall be deemed an original,  and such counterparts  together shall
constitute one and the same  instrument.  Each Party  shall  receive a
duplicate  original  of the counterpart copy or copies executed by it. For
purposes hereof, a facsimile copy of this Second Amendment,  including the
signature pages hereto, shall be deemed to be an original. Notwithstanding the
foregoing, the Parties shall each deliver original  execution  copies of this
Second  Amendment  to one another as soon as practicable following execution
thereof.

         IN WITNESS  WHEREOF,  Telex and ALTI have caused this  Amendment  to be
executed by their respective duly authorized  officers  effective as of the date
first above written.


                                    TELEX COMMUNICATIONS, INC.
                                    ("TELEX")
                                    By: Scott Myers
                                       -------------------------------
                                    Its: Vice President
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                                    ALTEC LANSING TECHNOLOGIES, NC.

                                    ("ALTI")
                                    By: Edward Anchel
                                       --------------
                                    Its: Chairman and CEO
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