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EXHIBIT 10.1 (B)

                                    AMENDMENT
                                       TO
                    RESTATED AND AMENDED SETTLEMENT AGREEMENT


         This Amendment (the "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"), is entered into effective as of April 28, 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 is using its best efforts to
locate financing as set forth in Section 4.4 of the Restated Settlement
Agreement.; and

         WHEREAS, ALTI has further advised Telex that it believes that it may
locate such additional financing on or before May 15, 2000; and

         WHEREAS, Telex is willing to grant to ALTI an additional period of time
to locate such financing, in exchange for ALTI's payment by wire transfer (an
instruction for which ALTI shall make on the date hereof) of the sum of One
Million Eight Hundred Thousand and no/Dollars ($1,800,000), which payment shall
be credited against the sums payable under Section 2.2(b) of the Restated
Settlement Agreement; 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

         WHEREAS, ALTI 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 15, 2000 without the need for Telex to hold any notes referred to in Section
2.2 of the Restated Settlement Agreement.




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         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 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 an the "Closing Date, be a date later than May 15,
                  2000.

                  b. Section 2.2(a) of the Restated Settlement Agreement is
         hereby amended and restated in its entirety to read as follows:

                           (a) ALTI has, prior to the Effective Date of this
                  Agreement (as defined below), paid to Telex the aggregate sum
                  of Three Million, Nine Hundred Thirty Seven Thousand, Seven
                  Hundred Twenty Five and 62/100 Dollars ($3,937,725.62).

                  c. Section 2.2(b) of the Restated Settlement Agreement is
         hereby amended and restated in its entirety to read as follows:

                           (b) The sum of Five Million Sixty Two Thousand Two
                  Hundred Seventy Four and 38/100 ($5,062,264.38) (the "Closing
                  Payment") shall be paid on the Closing Date by wire transfer
                  to the account and using the wire transfer instructions set
                  forth in Exhibit 2.2(b)(i); provided, however, that in the
                  event ALTI is unable to obtain the additional financing
                  described in Section 4.4 below, Five Million and no/00 Dollars
                  ($5,000,000) of the Closing Payment shall be paid by ALTI by
                  delivering to Telex a promissory note in the form of Exhibit
                  2.2 b (ii) (the "Prior Note").

                  d. Exhibit 2.2(c) to the Restated Settlement Agreement is
         hereby amended by replacing the following paragraph (a) in its
         entirety:

                           The Borrower shall pay the principal amount of this
                  Note in full, with accrued interest, in twelve consecutive
                  quarterly installments, commencing on the earlier of the date
                  hereof or April 30, 2000, with the second installment due and
                  payable June 30, 2000, and continuing



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                  quarterly thereafter through and including December 31, 2002.
                  The amount of each quarterly payment shall be equal to the
                  accrued interest on the unpaid principal balance, plus a sum
                  equal to $250,000, subject to the provisions of subsection (b)
                  below.

          With the following paragraph:

                           The Borrower shall pay the principal amount of this
                  Note in full, with accrued interest, in twelve consecutive
                  quarterly installments, commencing on the earlier of the date
                  hereof or May 15, 2000, with the second installment due and
                  payable June 30, 2000, and continuing quarterly thereafter
                  through and including December 31, 2002. The amount of each
                  quarterly payment shall be equal to the accrued interest on
                  the unpaid principal balance, plus a sum equal to $250,000,
                  subject to the provisions of subsection (b) below.

         2. ALTI shall promptly notify Telex if, and in the event that, ALTI
learns that its application for financing from Congress has been denied. The
parties agree to use their best efforts to cause the Closing Date to occur
within three (3) business days following such a denial.

         3. 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 Amendment. Unless otherwise
defined in this Amendment, capitalized terms used in this 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 and this Amendment, the terms of this Amendment shall control.

         4. Effect of Amendment. Except as specifically amended by the terms of
this Amendment, the terms and conditions of the Restated Settlement Agreement
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, as amended pursuant to this Amendment

         5. Counterparts; Facsimiles. This Agreement 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 Agreement, 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 Agreement to one another as soon as
practicable following execution thereof.


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         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:  /s/ Scott Myers
                                                -------------------------------


                                             ALTEC LANSING TECHNOLOGIES, INC.
                                             ("ALTI")



                                             By:  /s/ Edward Anchel
                                                -------------------------------



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