**Exhibit 10.19****LICENSE AGREEMENT**     THIS AGREEMENT is made this 30th day of June, 2003 (the “Effective Date”) by and between KOSSCORPORATION, a Delaware corporation with its principal place of business at 4129 North PortWashington Avenue, Milwaukee, WI 53212 (the “LICENSOR”) and SONIGEM PRODUCTS, INC., a corporationorganized under the laws of the Province of Ontario, with its principal place of business at 300Alden Road, Markham, Ontario L3R 4C1(the “LICENSEE”).     WHEREAS, LICENSEE desires to obtain the right to use certain trademarks of LICENSOR inconnection with the marketing and sale of certain of LICENSEE’s products; and     WHEREAS, LICENSOR is willing to grant such rights to LICENSEE upon the terms and conditionsset forth below;     NOW, THEREFORE, for and in consideration of the premises and of the mutual promises andconditions herein contained, the parties hereby agree as follows:1. DEFINITIONS.     For purposes of this Agreement, unless the context otherwise requires, the following termsshall have the meanings set forth below:     1.1 “Licensed Trademarks” mean the “Koss” trademarks listed on Exhibit A to thisAgreement.     1.2 “Products” mean the consumer electronic products of LICENSEE set forth on ExhibitB to this Agreement.     1.3 “Licensed Products” mean all Products of LICENSEE that have the Licensed Trademarksaffixed or attached thereto in any manner.     1.4 “Territory” means Canada.     1.5 “Contract Period” means the period beginning on the Effective Date and ending on June 30,2008 and any applicable renewal period.     1.6 “Contract Year” means the fiscal year of Koss Corporation (July 1-June 30).     1.7 “Calendar Quarter” means each three-month period during the term of this Agreement, withthe first Calendar Quarter beginning on July 1, 2003 (i.e., July 1, 2003 through September 30,2003; October 1, 2003 though January 31, 2004, etc.).2. GRANT OF LICENSE; LICENSOR’S SALES.     2.1 Subject to the terms and conditions of this Agreement, LICENSOR hereby grants to LICENSEEthe exclusive right and license to use the Licensed Trademarks within the
 

 
Territory during the Contract Period in connection with, and only with, the manufacture,promotion, distribution and sale of the Licensed Products.     2.2 LICENSEE will not make or authorize any use, direct or indirect, of the LicensedTrademarks outside of the Territory; provided, however, that subject to the provisions of Section2.3 below, LICENSEE has the right to have the Licensed Products manufactured outside the Territorysolely for sale by LICENSEE inside the Territory.     2.3 LICENSEE has the right to subcontract the manufacture of the Licensed Products to anotherentity, provided that such entity executes a letter agreement in form substantially similar toExhibit C attached hereto. LICENSEE shall not grant any other subcontracting rights otherthan as provided in this Section 2.3.     2.4 LICENSEE agrees to sell Products and Licensed Products to LICENSOR at a price equal to theprice LICENSEE pays for such Products or Licensed Products, plus ten percent (10%), payment termsof net ninety (90) days. Notwithstanding anything to the contrary set forth in this Agreement, anyschedule or Exhibit hereto, or any other document, LICENSOR and LICENSEE acknowledge and agree thatLICENSOR has the right, without any restrictions and on terms acceptable to LICENSOR in its solediscretion, to sell Products or Licensed Products (i) within the Territory or outside of theTerritory to the U.S. military or U.S. government or any other military or governmental agency (ii)by direct mail or out of any of LICENSOR’s outlet stores existing now or in the future, or (iii)directly to customers or end-users through LICENSOR’s web site or otherwise via the Internet.3. LICENSEE’S OBLIGATIONS.     3.1 LICENSEE will not manufacture, advertise, promote, distribute or sell any LicensedProducts: (a) in violation of any law or regulatory restriction; or  (b) in any manner that damages the image, reputation or goodwill ofthe Licensed Trademarks or of LICENSOR or portrays LICENSOR or the LicensedProducts in a false or poor light.     3.2 During the Contract Period, LICENSEE will diligently manufacture, promote, distribute andsell Licensed Products and make and maintain adequate arrangements for the distribution, repair andservicing of the Licensed Products throughout the Territory. LICENSEE and LICENSOR shall eachinform the other party of their respective toll-free customer service telephone numbers, and shallinform customers who have mistakenly telephoned one party of the other party’s customer servicetelephone number.     3.3 LICENSEE will not sell refurbished Products labeled with the Licensed Trademarks unlesssuch Products are clearly and conspicuously labeled as refurbished merchandise.
 

 
     3.4 At the request of LICENSOR, LICENSEE will pay to LICENSOR in advance all translationcosts, filing fees and all other fees, costs and expenses associated with “registered user” filingswithin the Territory.     3.5 A breach of LICENSEE’s obligations regarding the Licensed Trademarks may result inirreparable injury for which there may be no adequate remedy at law. Therefore, in the event ofany breach or threatened breach of LICENSEE’s obligations regarding the Licensed Trademarks,LICENSOR will be entitled to seek equitable relief in addition to its other available legalremedies in a court of competent jurisdiction.4. APPROVAL OF LICENSED PRODUCTS.     4.1 LICENSOR has the right to approve or disapprove, in the manner provided herein in advanceof sale, the quality, style, appearance, material and workmanship of all Licensed Products and thepackaging therefor, and to approve or disapprove in advance any and all trademarks, trade names,designs and logos (whether included in the Licensed Trademarks or not) used in connection with theLicensed Products. LICENSEE shall not advertise, distribute or sell any such Licensed Product thathas not been approved by LICENSOR. Before selling or distributing any Licensed Product, LICENSEEshall submit to LICENSOR for its approval, artist renderings of the proposed Products and/ormock-ups with full engineering specifications together with packaging, labels and the like. Withintwenty (20) business days after receipt of each of the renderings and/or mock-ups, LICENSOR willapprove or disapprove such Products in writing, failing which such products shall be deemed to havebeen approved. After LICENSOR has approved the proposed Products and LICENSEE has obtained toolingfor the proposed Products, LICENSEE shall provide LICENSOR with off-tool and/or production samplesof the Products and LICENSOR shall disapprove such samples in writing within twenty (20) businessdays after LICENSOR’s receipt of such items or else LICENSOR shall be deemed to have approved them.LICENSEE shall also provide to LICENSOR, at no cost to LICENSOR, three (3) working samples of eachProduct within thirty (30) days of the commencement of production of such Product. LicensedProducts that are sold or distributed by LICENSEE under this Agreement will be of no lesser qualitythan the corresponding samples approved by LICENSOR. LICENSOR will not unreasonably withholdapproval required by LICENSOR under this Section 4.1.     4.2 During the Contract Period, LICENSEE shall take all actions reasonably necessary to cureany defects in the Licensed Products and will act to preserve the image, reputation and goodwill ofthe Licensed Trademarks and of LICENSOR.     4.3 LICENSEE shall make such warranties as are legally required in connection with the sale ofthe Licensed Products, including all manufacturer’s warranties to customers.5. APPROVAL OF ADVERTISING, APPEARANCE AND USE OF LICENSED TRADEMARKS.     5.1 LICENSOR has the right to approve or disapprove, in advance of LICENSEE’s commercial useof the Licensed Products, the contents, appearance and presentation of all advertising materialsthat incorporate the Licensed Trademarks or that make reference in any
 

 
way to the Licensed Trademarks or Licensed Products. Before producing, publishing ordistributing any advertising materials hereunder, LICENSEE shall submit to LICENSOR, for itsapproval, line art and color specifications for the materials. LICENSOR will, within twenty (20)business days after receipt, approve or disapprove such material in writing, failing which suchmaterial shall be deemed to have been approved, provided that LICENSOR’s approval shall be subjectto submission and approval of LICENSEE’s final packaging materials. LICENSOR will not unreasonablywithhold approval required by LICENSOR under thisSection 5.1.     5.2 LICENSEE agrees to protect, indemnify and save harmless LICENSOR, LICENSOR’s parent,subsidiaries and affiliates and all officers, directors, agents, employees and representativesthereof, from and against any and all expenses, damages, claims, suits, actions, judgments andcosts whatsoever, including reasonable attorneys’ fees, arising out of, or in any way connectedwith, any claim or action relating to the contents of LICENSEE’s advertising or of the LicensedProducts, whether or not approved by LICENSOR hereunder, but not including claims that the LicensedTrademarks infringe a third party’s intellectual property rights.     5.3 LICENSOR has the right to include a full line catalog of LICENSOR’s products within eachProduct to which the Licensed Trademarks are affixed and distributed by LICENSEE. A sample of thefull line catalog will be provided to LICENSEE, who shall instruct LICENSOR on a quarterly basis asto the quantity of full line catalogs needed and the destination where they should be shipped forLICENSEE’s packaging purposes. LICENSOR also has the right to include promotional coupons forcertain of LICENSOR’s products on a quarterly basis except as prohibited by specific retailers.Such coupons shall be provided in a manner similar to that set forth above for the full linecatalog and are to be included in every product bearing the Licensed Trademarks and distributed byLICENSEE.     5.4 LICENSEE will provide to LICENSOR a copy of LICENSEE’s most recent list of holders ofwarranties on all Products distributed by LICENSEE. LICENSOR agrees to keep such informationconfidential and to use it solely for soliciting direct mail consumer sales.6. ROYALTIES; PAYMENT; RENEWAL.     6.1 During each Calendar Quarter of the term of this Agreement, LICENSEE will pay to LICENSORas royalties (“Royalties”) the greater of (1) the royalty rate percentage of net sales of theLicensed Products as set forth in Exhibit B to this Agreement, and (2) the MinimumQuarterly Royalty in Section 6.2 below. The term “net sales” with respect to the Licensed Productsmeans the total amount invoiced by LICENSEE for sales of the Licensed Products less (a) the totalamount of returns of the Licensed Products, as exemplified on Exhibit D to this Agreement,(b) volume rebate credits and co-operative advertising allowances (which LICENSEE shall provide toLICENSOR on the quarterly commission schedule), and (c) any sales taxes (i.e., provincial sales taxand GST) included in the price of the Licensed Products. No Royalties will be due on sales ofproducts from LICENSEE to LICENSOR.     6.2 During the applicable Contract Year, the minimum quarterly Royalties (“Minimum QuarterlyRoyalties”) for each Calendar Quarter during that Contract Year are as follows:
 

 
   **Contract Year** **Minimum Quarterly Royalties**July 1,2003 — June 30, 2004 U.S. $12,500July 1,2004 — June 30, 2005 U.S. $18,750July 1,2005 — June 30, 2006 U.S. $25,000July 1,2006 — June 30, 2007 U.S. $31,250July 1,2007 — June 30, 2008 The greater of U.S. $37,500 or theMinimum Quarterly Royalties paid by LICENSEE for July 1, 2006 — June 30, 2007If at the end of any Calendar Quarter, the cumulative total Royalties paid byLICENSEE to LICENSOR do not equal or exceed the cumulative Royalty for such CalendarQuarter as set forth in Exhibit E, then LICENSEE shall pay to LICENSOR thedifference between the Minimum Quarterly Royalties for such Calendar Quarter and theRoyalties paid by LICENSEE to LICENSOR for such Calendar Quarter within thirty (30)days following the end of such Calendar Quarter.     6.3 If as of June 30, 2008, LICENSOR elects to renew this Agreement as hereinafter providedfor an additional two (2) year period, LICENSEE shall pay to LICENSOR the following MinimumQuarterly Royalties:   **Contract Year** **Minimum Quarterly Royalties**July 1, 2008 — June 30, 2009 The greater of U.S.$39,375 or the MinimumQuarterly Royalties paidby LICENSEE for July 1,2007 — June 30, 2008July 1, 2009 — June 30, 2010 The greater of U.S.$41,344 or the MinimumQuarterly Royalties paidby LICENSEE for July 1,2008 — June 30, 2009If at the end of any Calendar Quarter, the cumulative total Royalties paid by LICENSEE toLICENSOR do not equal or exceed the cumulative Royalty for such Calendar Quarter as setforth in Exhibit E, then LICENSEE shall pay to LICENSOR the difference between theMinimum Quarterly Royalties for such Calendar Quarter and the Royalties paid by LICENSEE toLICENSOR for such Calendar Quarter within thirty (30) days following the end of suchCalendar Quarter.     6.4 LICENSEE shall make payment of Royalties quarterly on or before the 20th day following theend of each Calendar Quarter of each Contract Year during the term of this Agreement (i.e., January20, April 20, July 20 and October 20) and within thirty (30) days after the expiration or earliertermination of this Agreement, in respect of all Licensed Products shipped during such quarter.
 

 
     6.5 LICENSEE’s payment of all Royalties must be in United States dollars. The late payment ofany Royalties will bear interest at the rate of one and one-half percent (1-1/2%) per month, or atthe highest rate permitted by applicable state law, whichever is lower.7. BOOKS, RECORDS, AND STATEMENTS.     7.1 LICENSEE shall maintain for three (3) years following the close of each Contract Yearaccurate books and records that disclose, at a minimum, the following: the cost of sales of theLicensed Products, the amount of sales of the Licensed Products, the amount of credits for returns,trade discounts and customers’ shipping costs, the amount of all Royalties payable hereunder byLICENSEE and the manner in which such Royalties were determined.     7.2 LICENSEE shall deliver to LICENSOR with each quarterly payment a detailed accountingstatement showing the calculation of such Royalties payment. Such statement must be in sufficientdetail to be audited from the books of LICENSEE maintained pursuant to Section 7.1. By the 15thday of each month during each Contract Year during the term of this Agreement, LICENSEE shall alsoprovide LICENSOR with a preliminary tabulation of the sales and returns by customer and by Productmodel number for the prior month, for LICENSOR’s use and analysis.     7.3 Within ninety (90) days after the close of each Contract Year, LICENSEE shall furnish toLICENSOR a statement, certified to be true and correct by LICENSEE’s Chief Financial Officer, thatthe accounting for sales is complete and correct, and the total sales of the Licensed Products toeach retail account.     7.4 LICENSOR, at its expense, has the right at any time during regular business hours afterthe end of any Contract Year, upon five (5) days written notice to LICENSEE, to have arepresentative of LICENSOR examine or audit the books, accounts and records of LICENSEE thatpertain to the manufacture, distribution and sale of the Licensed Products and the amount of creditfor returns, trade discounts and customers’ shipping costs with respect thereto, and other booksand records as they may be reasonably required by LICENSOR’s accountants to verify the figuresreported in any statements furnished to LICENSOR pursuant to this Section 7. LICENSEE shall makesuch books of account and records available to LICENSOR and its accountants at LICENSEE’s officelocated as herein stated or such other place as the parties mutually agree. LICENSEE shall renderall possible assistance to LICENSOR and its accountants for the purpose of facilitating thechecking or auditing of net sales and of the figures set forth in any of LICENSEE’s statements. Ifthe examination or audit reveals the underpayment of any Royalties, LICENSEE shall immediately payLICENSOR the amount of the deficiency with interest, and if the deficiency exceeds five percent(5%) of the amount of Royalties paid with respect to such year or years audited, LICENSEE shall paythe cost of the examination or audit.8. TRADEMARKS.     8.1 LICENSEE will imprint irremovably and legibly on each Licensed Product manufactured,distributed or sold under this Agreement (including, but not limited to, advertising, promotional,packaging and wrapping material and any other such material wherein
 

 
the Licensed Trademarks may appear), the appropriate trademark and/or copyright notices, asdesignated in writing in advance by LICENSOR. LICENSEE will deliver to LICENSOR upon request, freeof cost, samples of each Licensed Product together with their packaging and wrapping material forapproval and for trademark and/or copyright registration purposes.     8.2 LICENSEE will not, during the term of this Agreement or thereafter, file any applicationfor trademark registration or otherwise obtain or attempt to obtain ownership of any name, design,logo, trademark or trade name, within the Territory or in any other country of the world, whichincludes or is confusingly similar to or suggestive of the Licensed Trademarks.     8.3. LICENSEE will not, directly or indirectly, challenge or contest LICENSOR’s ownership ofor rights in the Licensed Trademarks, whether for the Licensed Products or otherwise.     8.4 All use of the Licensed Trademarks by LICENSEE inure to the benefit of LICENSOR, andLICENSEE does not and will not acquire any rights therein adverse to LICENSOR.9. MAINTENANCE OF LICENSED TRADEMARKS.     LICENSEE shall promptly notify LICENSOR in writing of any infringement by others of theLicensed Trademarks on articles similar to the Licensed Products if and when such infringementbecomes known to LICENSEE and shall provide LICENSOR with any available evidence of suchinfringement. Only LICENSOR has the right to commence legal proceedings against such infringer.In any infringement action, proceeding or claim brought by LICENSOR, LICENSEE, at its expense,shall make available to LICENSOR any relevant books, records, papers, information, designs,samples, specimens, and the like and shall cause any of LICENSEE’s employees to be deposed or totestify, whenever requested to do so by LICENSOR.10. INDEMNIFICATION AND INSURANCE.     10.1 LICENSEE shall protect, indemnify and save harmless LICENSOR, LICENSOR’s parent,subsidiaries and affiliates and all officers, directors, agents, employees and representativesthereof, and any of them, from and against any and all expenses, damages, claims, suits, actions,judgments and costs whatsoever, including reasonable attorneys’ fees, arising out of, or in any wayconnected with, any claim or action for the violation by LICENSEE of any statutory or regulatoryobligation, any claim or action for injury or damage to property, personal injury, death or othercause of action involving alleged defects in Licensed Products, and any other claim or actionarising out of LICENSEE’s activities pursuant to this Agreement or other conduct of its business,including infringement claims.     10.2 LICENSEE shall, within thirty (30) calendar days after the execution of this Agreement,obtain from an insurance company reasonably acceptable to LICENSOR, and maintain during the term ofthis Agreement and for a period of twenty-four (24) months following the expiration or terminationof this Agreement, public and products liability insurance with a limit of liability of not lessthan Two Million ($2,000,000) U.S. dollars per occurrence to protect LICENSOR against anyliabilities with which it may be charged because of damage or
 

 
injuries suffered by any servants, agents, contractors, employees or customers of LICENSEE orby the general public, resulting from the use or sale of the Licensed Products manufactured,distributed, advertised, leased or sold by LICENSEE or by LICENSEE’s contractor. LICENSEE shallinclude LICENSOR’s name in such policy as an additional named insured and an additional loss payee,and shall deliver to LICENSOR a certificate thereof. Said insurance shall provide that it cannotbe canceled without the insurer first giving LICENSOR twenty (20) calendar days’ advance writtennotice thereof. LICENSEE shall furnish or cause to be furnished to LICENSOR evidence of themaintenance and renewal of the insurance required herein, including, but not limited to, copies ofpolicies, certificates of insurance, with applicable riders and endorsements, and proof of premiumpayments.11. DEFAULT; TERMINATION.     11.1 In the event of a default by either party in the performance of any of its obligationspursuant to this Agreement, the non-defaulting party shall give written notice of such default tothe defaulting party. Within 30 days of its receipt of such notice, the defaulting party shallcure the default. If the defaulting party does not take such corrective actions or cure thedefault within 30 days, the non-defaulting party has the right to terminate this Agreement byproviding written notice to the defaulting party. The right to remedy a default does not apply toLICENSEE’s breach of Sections 4, 5, 6 or 7 of this Agreement, which will give LICENSOR the right totreat such breach as a non-curable default and to terminate this Agreement.     11.2 Either party has the right to terminate this Agreement upon ten (10) days prior noticeupon the occurrence of any of the following events: (a) If the other party becomes insolvent or makes an assignment forthe benefit of creditors or becomes the subject of receivership, bankruptcy orother insolvency or debtor relief proceedings, or any similar proceedings;  (b) If the other party ceases to do business; or  (c) Except as permitted under Section 14 below, if the other partyattempts to assign any of its rights under this Agreement.     A party’s exercise of its right, pursuant to this Section 11.2, to terminate this Agreement iswithout prejudice to any other legal or equitable remedy such party may hold against the otherparty by reason of the other party’s breach of any term or condition of this Agreement.     11.3 LICENSEE has the right to terminate this Agreement at any time by giving written noticeto LICENSOR during the course of any Contract Year, in which case this Agreement will continue infull force and effect for an additional one (1) Contract Year after December 31 of the ContractYear in which the notice of termination was given. The Minimum Quarterly Royalties in effect atthe time of the notice of termination will remain constant for the remaining Contract Years of thisAgreement.     11.4 Commencing with the Contract Year starting January 1, 2005, LICENSOR has the right toterminate this Agreement during the Course of any Contract Year if one of the following thresholdsis not met with regard to the Royalties paid by LICENSEE for the periods
 

 
referenced below: (i) LICENSEE’s average Royalties from the two (2) most recent Contract Yearsdo not exceed 110% of the average annual Minimum Quarterly Royalties from the same two (2) yearperiod, or (ii) LICENSEE’s actual Royalties for the most recent Contract Year do not exceed 70% ofthe actual Royalties for the immediately preceding Contract Year. In the event of such notice oftermination from LICENSOR, this Agreement will continue in full force and effect for an additionalone (1) Contract Year after December 31 of the Contract Year in which the notice of termination wasgiven. The Minimum Quarterly Royalties in effect at the time of the notice of termination willremain constant for the remaining Contract Years of this Agreement.     11.5 No assignee for the benefit of creditors, receiver, liquidator, trustee in bankruptcy,sheriff or any other officer of the court or official charged with taking over custody ofLICENSEE’s assets or business, has any right to continue performance of this Agreement, and thisAgreement may not be assigned by operation of law.     11.6 Failure to terminate this Agreement pursuant to this Section 11 does not effect orconstitute a waiver of any remedies the non-defaulting party is entitled to demand, whether by wayof damages, termination or otherwise. Termination of this Agreement is without prejudice to therights and liabilities of either party to the other in respect of any matter arising under thisAgreement.12. RIGHTS AFTER TERMINATION.     12.1 Except as provided in Section 12.2 below, from and after the termination of thisAgreement, whether because of non-renewal, default or otherwise, all of the rights of LICENSEE tothe use of the Licensed Trademarks will, except as hereinafter expressly provided, ceaseabsolutely, and LICENSEE must not thereafter manufacture, advertise, promote, distribute or sellany item in connection with the Licensed Trademarks. It is further agreed that following suchtermination, LICENSEE shall not manufacture, advertise, promote, distribute or sell any item inconnection with the use of any name, figure, design, logo, trademark or trade name similar to orsuggestive of the Licensed Trademarks.     12.2 Notwithstanding Section 12.1 above, so long as LICENSOR does not terminate this Agreementas set forth in Sections 11.1 and 11.2 above, any Licensed Products for which as of the date of anyother termination LICENSEE has non-cancelable open orders may be sold by LICENSEE on anon-exclusive basis during the 9-month period following the date of termination. LICENSEE shallcontinue to pay Royalties to LICENSOR with respect to such sales at the rate and in the mannerspecified in this Agreement. Within 30 days of the date of termination, LICENSEE shall provide toLICENSOR a complete listing of the inventory in transit and the warehoused inventory. LICENSEE hasno right to manufacture any additional Licensed Products after the date of termination.13. NOTICE.     All notices required or provided for in this Agreement must be in writing and must be given byregistered mail, prepaid and properly addressed to the last known address of the party to be servedherewith, or by telecopy facsimile and confirmed by regular mail, and will be deemed
 

 
to have been given on the third (3rd) day after mailing or on the same day as thefacsimile transmission is received. Notices sent to LICENSOR shall be addressed as follows:KOSS Corporation