<PAGE>   1
                      FOURTH AMENDMENT TO LICENSE AGREEMENT


         THIS FOURTH AMENDMENT TO LICENSE AGREEMENT ("Fourth Amendment") made
and entered into this 29 day of May, 1998, by and between KOSS CORPORATION, a
Delaware corporation ("LICENSOR"), and JIANGSU ELECTRONICS INDUSTRIES LIMITED, a
British Virgin Islands company ("LICENSEE").

                                   WITNESSETH:

         WHEREAS, LICENSOR and LICENSEE (by way of assignment) are parties to a
certain License Agreement dated November 15, 1991, as amended by Amendment to
License Agreement dated November 15, 1991, a Second Amendment to License
Agreement dated September 29, 1995 and a Third Amendment and Assignment of
License Agreement dated March 31, 1997 (as amended, the "License Agreement"):
and

         WHEREAS, the parties now desire to further amend certain terms and
provisions of the License Agreement as hereinafter provided.

         NOW, THEREFORE, the parties hereby agree as follows:

         1.   Section 10 of the Third Amendment and Assignment of License
Agreement dated March 31, 1997, is hereby amended to provide that LICENSEE shall
pay to LICENSOR the following Minimum Royalties for the Contract Years set forth
below:

                     Year                          Minimum Royalties
                     ----                          -----------------

                     1998                               $750,000
                     1999                               $800,000
                     2000                               $850,000

         2.   Section 1.2 of the License Agreement dated November 15, 1991, is
hereby deleted in its entirety and the following inserted in its place:

         1.2  "Products" mean the consumer electronic products of LICENSEE set
         forth on Exhibit B attached hereto; provided, however, that, except as
         provided in the immediately following sentence, any such consumer
         electronic products set forth on Exhibit B which have not been sold by
         LICENSEE in the Territory (as defined in the first sentence of Section
         1.4, as amended pursuant to this Fourth Amendment), bearing any of the
         Licensed Trademarks, by December 31, 1998, shall be deleted from
         Exhibit B as of January 1, 1999, and as of that date, such products
         shall not be considered to be part of the Products. Notwithstanding the
         immediately preceding sentence, such products, which otherwise would be
         so deleted if not for the following exception ("otherwise-deleted
         products"), shall not


                                        1

<PAGE>   2



         be deleted with respect to only the United States, Canada and Mexico
         until January 1, 2000, and then only with respect to those
         otherwise-deleted products which have not been sold by LICENSEE in the
         United States, Canada or Mexico, bearing any of the Licensed
         Trademarks, by December 31, 1999. A sale for the purpose of this
         Section 1.2 shall be a sale in the normal course of business, and not
         merely to preserve any rights under the License Agreement. Minimum
         Royalties shall not be affected by the deletion of any products from
         the Products. Notwithstanding any other provisions of, and without
         diminishing LICENSEE's obligations under, the License Agreement,
         LICENSOR, after December 31, 1998, shall have no obligations to
         LICENSEE with respect to either products deleted from the Products as
         of January 1, 1999, or otherwise-deleted products whether or not
         eventually deleted, including without limitation, the indemnification
         obligations under Section 11.1, the royalty-reimbursement obligations
         under Section 10.1, the minimum-royalty-reduction obligations under
         Section 10.1, and the obligations to obtain or maintain trademark
         applications or registrations.

         3.   Section 1.4 of the License Agreement dated November 15, 1991, is
hereby deleted in its entirety and the following inserted in its place:

         1.4  Without limiting Seller's rights under Section 6 of the Third
         Amendment and Assignment of License Agreement dated March 31, 1997,
         "Territory" means the United States of America, Puerto Rico, Canada,
         Mexico, Argentina, Bolivia, Brazil, Chile, Colombia, Costa Rica,
         Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, Jamaica,
         Nicaragua, Panama, Paraguay, Peru, Trinidad & Tobago, Uruguay and
         Venezuela. With the written consent of LICENSOR, which consent shall
         not be unreasonably withheld or delayed, the Territory may be expanded
         to include the jurisdictions of Aruba, Bermuda, Cuba, French Guiana,
         Grenada, Guyana, Haiti, Surinam and/or other jurisdictions in the
         Territory as defined prior to this Fourth Amendment. Except as
         otherwise indicated in the License Agreement, all licensed use of the
         Licensed Trademarks in such expanded jurisdictions shall be subject to
         the same terms and conditions as if such expanded jurisdictions were
         included in the Territory as defined in the first sentence of this
         Section 1.4. Except as otherwise provided in the License Agreement,
         after providing written consent, LICENSOR shall promptly cause the
         appropriate trademark applications to be filed in any such expanded
         jurisdictions, and all costs associated with the preparation, filing,
         prosecution, registration and maintenance of such applications and
         resulting registrations shall be paid by LICENSOR; provided, however
         that LICENSEE shall reimburse LICENSOR for a portion of such costs in
         any such expanded jurisdiction in which Royalties paid by LICENSEE to
         LICENSOR for sales of the Licensed Products in such expanded
         jurisdiction either prior to termination of this License Agreement or
         within the first three full calendar years following such consent,
         whichever comes first, do not exceed U.S. $12,000 in the same such
         expanded jurisdiction. The portion to be reimbursed by LICENSEE in each
         such expanded jurisdiction shall be the


                                        2

<PAGE>   3



         difference between U.S. $12,000 and the amount of Royalties paid by
         LICENSEE to LICENSOR for sales of the Licensed Products in each such
         expanded jurisdiction either prior to termination of the License
         Agreement or within the first three full calendar years following
         consent, whichever comes first.

         4.   Section 8.5 of the License Agreement dated November 15, 1991, and
Sections 16(r) and 21 of the Third Amendment and Assignment of License Agreement
dated March 31, 1997, are hereby deleted in their entirety, and the following
inserted in their place:

         21. This License Agreement shall be governed by the substantive laws of
         the State of Wisconsin (regardless of laws that might be applicable
         under principles of conflicts of laws) as to all matters, including but
         not limited to matters of validity, construction, effect and
         performance. Resolution of any and all disputes between LICENSOR and
         LICENSEE arising from or in connection with this License Agreement,
         whether based on contract, tort, common law, equity, statute,
         regulation, order or otherwise, shall be governed by and settled in
         accordance with binding arbitration; provided, however, that the three
         arbitrators selected shall each have extensive knowledge in the area of
         federal trademark law. If the parties cannot agree on the selection of
         three arbitrators, each party shall select one arbitrator, and those
         two arbitrators together shall select the third arbitrator, and the
         three arbitrators, each of which shall have extensive knowledge in the
         area of federal trademark law, shall resolve the dispute as provided
         herein. The arbitrators' findings and decisions shall be limited to the
         subject matter of the dispute, and such findings and decisions shall be
         in writing and shall be final and binding on the parties hereto, and
         shall specify the reasons for and facts on which such findings and
         decisions were reached. The parties shall bear equally the arbitrators'
         fees and charges, and each party shall bear its other costs and
         expenses for the arbitration, including attorneys' fees. The
         arbitration shall be conducted in Milwaukee, Wisconsin. To the extent
         that the parties hereto need to enforce the arbitration provisions in
         this License Agreement or need to enforce or otherwise give effect to
         any arbitration finding, decision or award, the parties hereby agree
         that any such action or proceeding shall be adjudicated before a
         federal or state court located in Milwaukee, Wisconsin, and they hereby
         submit to the exclusive jurisdiction of the courts of the State of
         Wisconsin located in Milwaukee, Wisconsin, and of the federal courts
         located in Milwaukee, Wisconsin, with respect to any such action or
         proceeding commenced by either party, and irrevocably waive any
         objection they now or hereafter may have respecting the venue of any
         such action or proceeding brought in such a court or respecting the
         fact that such court is an inconvenient forum, and hereby consent to
         the service of process in any such action or proceeding by means of
         registered or certified mail, return receipt requested, in care of the
         applicable address set forth under the notice provisions in this
         License Agreement.




                                        3

<PAGE>   4



         5.   Section 10.1 of the License Agreement dated November 15, 1991, is
hereby deleted in its entirety and the following inserted in its place:

         10.1 LICENSOR shall be required to file trademark applications and to
         seek trademark registrations for the Licensed Trademarks in the
         Territory in order to encompass Licensed Products added pursuant to
         this Fourth Amendment, but only if specifically requested by LICENSEE
         and all costs associated with the preparation, filing, prosecution,
         registration and maintenance of such applications and registrations
         shall be paid in advance by LICENSEE. LICENSOR shall not be required to
         pursue or maintain any such application or registration for which such
         costs have not been paid in advance by LICENSEE at LICENSOR's request.
         LICENSEE shall cooperate by providing necessary samples, invoices or
         other documents necessary to support all applicable applications and
         registrations for the Licensed Trademarks in connection with the
         Licensed Products.

         In the event LICENSOR is unable to register or to maintain its
         registrations for one or more of the Licensed Trademarks in connection
         with the Licensed Products in any jurisdiction in the Territory, the
         parties agree to negotiate in good faith a mutually acceptable
         resolution with respect to such jurisdictions, with the understanding
         that neither LICENSOR nor LICENSEE shall have any liability to the
         other for such inability to register or to maintain such registrations
         for any such trademarks; provided, however, that in the event any
         trademark application is successfully opposed in the United States or
         Canada, and as a result of such successful opposition LICENSEE is
         prohibited from selling Licensed Products in either the United States
         or Canada, LICENSOR shall reimburse to LICENSEE the amount of Royalties
         theretofore received by LICENSOR under the License Agreement relating
         to the sale of the prohibited Licensed Products only, in the prohibited
         jurisdiction of the United States and/or Canada only, during the three
         (3) year period immediately preceding such prohibition; provided,
         however, that (i) all such reimbursements shall not exceed a total of
         Three Million Dollars ($3,000,000) for all prohibited Licensed Products
         in both jurisdictions, (ii) LICENSOR shall not be required to make any
         such reimbursement to LICENSEE if any such successful opposition or
         prohibition would not have occurred if LICENSOR had not lost any
         trademark rights due to LICENSEE's non-use or misuse of any of the
         Licensed Trademarks and (iii) LICENSOR shall not be required to make
         any such reimbursement to LICENSEE relating to prohibited Licensed
         Products consisting of consumer electronic products added to Exhibit B
         pursuant to this Fourth Amendment. LICENSEE shall be permitted to
         terminate this License Agreement if, as a result of any successful
         opposition, cancellation or infringement action relating to any of the
         Licensed Trademarks in the Territory resulting in any prohibition as to
         use of any of the Licensed Trademarks in the Territory, LICENSEE's
         total net sales in the Territory decrease by ten percent (10%) or more;
         provided, however, that (i) prohibited Licensed Products consisting of
         consumer electronic products added to Exhibit B pursuant to this


                                        4

<PAGE>   5



         Fourth Amendment shall not be taken into consideration for this purpose
         and (ii) LICENSEE shall not be able to so terminate this License
         Agreement if any such opposition or cancellation action resulting in
         any such prohibition as to use would not have occurred if LICENSOR had
         not lost any trademark rights due to LICENSEE's non-use or misuse of
         the Licensed Trademarks.

         In the event that LICENSEE is prohibited, by LICENSOR, or by either a
         court or an administrative agency, or both, having legal authority in
         the jurisdiction at issue, from selling any or all of the Licensed
         Products in any jurisdiction in the Territory as a result of any actual
         or potential trademark infringement action against LICENSOR, LICENSEE's
         Minimum Royalties shall be reduced, for no longer than such prohibition
         remains in effect, by the sum of Royalties paid by LICENSEE to LICENSOR
         for sales of the prohibited Licensed Products in the prohibited
         jurisdiction in the Contract Year immediately preceding the year such
         prohibition went into effect, relative to the sum of all Royalties paid
         by LICENSEE to LICENSOR for sales of all Licensed Products in the
         Territory in that same Contract Year; provided, however, that any such
         reduction of the Minimum Royalties shall only apply to the Contract
         Period consisting of the years 1998, 1999 and 2000 and shall not be
         taken into consideration (i) to in any way reduce all future Minimum
         Royalties calculated in accordance with Section 7.3 of the License
         Agreement, or (ii) to reduce by fifty percent (50%) the amount of
         Royalties that LICENSEE shall be required to pay LICENSOR pursuant to
         Section 7.1 of the License Agreement.

         6.   The heading for Section 11 of the License Agreement dated 
November, 15, 1991, Section 11.1 of the License Agreement dated November 15,
1991, and Section 16(g) of the Third Amendment and Assignment of License
Agreement dated March 31, 1997, are hereby deleted in their entirety and the
following inserted in their place:

11.      REPRESENTATIONS AND INDEMNITIES

         11.1 LICENSOR represents that, as of the date of this Fourth Amendment,
         LICENSOR owns at least one application or registration for at least one
         of the Licensed Trademarks in each jurisdiction in the Territory (as
         defined in the first sentence of Section 1.4, as amended pursuant to
         this Fourth Amendment). Listed in Exhibit E to the License Agreement
         are LICENSOR's pending trademark applications and issued trademark
         registrations relating to the License Agreement for the Licensed
         Trademarks in the Territory as of the date of this Fourth Amendment. If
         LICENSEE complies with the notice, cooperation and assistance
         requirements of this Section 11.1 herein, LICENSOR agrees to indemnify
         LICENSEE, its parent, subsidiaries and affiliates, and all officers,
         directors, agents and employees thereof, and any of them, from any and
         all expenses, damages, claims, suits, actions, judgments and costs
         whatsoever (including reasonable attorneys' fees) (collectively,
         "Damages") which LICENSEE may hereinafter


                                        5

<PAGE>   6



         incur, suffer or be required to pay arising out of or in connection
         with any third-party claim, suit or action resulting from the use by
         LICENSEE of the Licensed Trademarks in the Territory pursuant to this
         License Agreement (collectively, "Third-Party Claim"); provided,
         however, that LICENSOR's liability to indemnify LICENSEE (i) shall not
         apply in any situation in which any Damages would not have occurred if
         LICENSOR had not lost any trademark rights due to LICENSEE's non-use or
         misuse of any of the Licensed Trademarks, (ii) shall not include any
         Damages to the extent to which Damages are attributable to LICENSEE's
         failure to cease use of the Licensed Trademarks pursuant to LICENSOR's
         oral or written instructions as a result of any actual or potential
         Third-Party Claim, (iii) shall not exceed the sum of the amount of
         Royalties theretofore received by LICENSOR under this License
         Agreement, relating to sales of only the Licensed Products at issue in
         those countries affected by a final settlement, or a final
         non-appealable judgment against LICENSEE, arising out of the
         Third-Party Claim, during the three (3) year period immediately
         preceding initiation of the Third-Party Claim to which the
         indemnification relates and (iv) shall not include any Damages to the
         extent to which such Damages are attributable to any consumer
         electronic products added to Exhibit B pursuant to this Fourth
         Amendment. The indemnification provided by LICENSOR shall only cover
         Damages incurred by LICENSEE in connection with a final settlement, or
         a final, non-appealable judgment against LICENSEE, arising out of a
         Third-Party Claim; provided, however, that in no event shall such
         indemnification include any loss of profits or consequential or
         indirect damages incurred by LICENSEE. LICENSEE shall give LICENSOR
         prompt written notice, cooperation and assistance in connection with
         any Third-Party Claim, and LICENSOR shall have complete control over
         the defense and settlement thereof.

         7.   Exhibit A to the License Agreement dated November 15, 1991, is
hereby deleted in its entirety and the Exhibit A attached hereto shall be
inserted in its place.

         8.   Exhibit B to the License Agreement dated November 15, 1991, is
hereby deleted in its entirety and the Exhibit B attached hereto shall be
inserted in its place.

         9.   Exhibit D to the License Agreement dated November 15, 1991, is
hereby deleted in its entirety and the Exhibit D attached hereto shall be
inserted in its place.











                                        6

<PAGE>   7


         10.  Except as hereby amended, the License Agreement shall remain in
full force and effect.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment on the day and year first above written.


KOSS CORPORATION                               JIANGSU ELECTRONICS INDUSTRIES
                                               LIMITED

By:/s/ Michael Koss                           By: /s/ Patrick Lam
   -----------------------                        --------------------------- 
   Michael Koss, President
                                               Name:  PATRICK LAM
                                                    ------------------------- 

                                               Title: VICE PRESIDENT
                                                     ------------------------


                              CONSENT OF GUARANTOR

         The undersigned, Orient Power Holdings Limited, a Bermuda company
("Orient Power"), for good and valuable consideration, the receipt of which is
hereby acknowledged, hereby consents to the foregoing Fourth Amendment to
License Agreement ("Fourth Amendment") and reaffirms its guarantee of the
performance by Jiangsu Electronics Industries Limited ("Jiangsu Electronics") or
any sublicensee of Jiangsu Electronics (Jiangsu Electronics and any sublicensee
are hereinafter collectively referred to as "Jiangsu") of all of Jiangsu's
obligations under (a) the Fourth Amendment and (b) that certain License
Agreement between Koss Corporation, as Licensor, and Trabelco N.V., as Licensee,
dated November 15, 1991, as amended by an Amendment to License Agreement dated
November 15, 1991, and a Second Amendment to License Agreement dated September
29, 1995, and a Third Amendment and Assignment of License Agreement dated as of
March 31, 1997 between Trabelco N.V., Jiangsu Electronics, Hagemeyer Electronics
(N.A.), Inc., Hagemeyer Consumer Products, Inc. d/b/a/ Koss Electronics
Products, KCP Limited and Koss Corporation (collectively, that certain License
Agreement and the amendments thereto are hereinafter referred to as the "License
Agreement"). Orient Power also guarantees the payment to Koss Corporation of any
and all amounts owed to Koss Corporation by Jiangsu under the Fourth Amendment
and the License Agreement, including but not limited to, the indemnity
obligations of Jiangsu thereunder.

         Dated: May 29, 1998
                         
                                                 ORIENT POWER HOLDINGS LIMITED

                                                 By: /s/ Simon Poon
                                                    ------------------------

                                                 Name:   SIMON POON
                                                      ----------------------

                                                 Title:  CEO
                                                       ---------------------


                                        7                                       




<PAGE>   8
                                    Exhibit A

      KOSS (Plain Block Letters) (as shown in U.S. Registration No. 1,821,035)

      KOSS (Stylized) (as shown in U.S. Registration No. 1,850,556)

      KOSS & Design (as shown in U.S. Registration No. 2,070,098)






<PAGE>   9
                                    Exhibit B


Product                                                                Royalty
-------                                                                -------

Clock Radios                                                             2.0%

Radios (including mobile*) without a cassette or compact
disc player                                                              3.0%

Audio systems of any nature (including mobile*) with a
cassette player but without a compact disc player                        2.0%

Audio systems of any nature (including mobile*) with a
compact disc player and/or CD changer                                    1.5%

Power Amplifiers                                                         1.5%

Telephones and telephone answering devices                               2.0%

Televisions                                                              1.5%

Video cassette recorders                                                 1.5%



*All products which include the word "mobile" in their description in this
Exhibit B shall mean that such products so described shall include products
which are designed for use in automobiles or as battery-operated portable units.






<PAGE>   10
                                    EXHIBIT D

                   Calculation of Quarterly Royalties Payment

<TABLE>
<CAPTION>
                            Total Sales       Returns         Net Sales    Royalty Rate      Subtotal
                            -----------    --------------    -----------   ------------      --------
<S>                         <C>            <C>               <C>           <C>               <C>

Clock Radios                $              $                                 2.0%            
                            -----------    --------------    -----------                     ---------

Radios (including mobile)                                                    3.0%            
without a cassette or       -----------    --------------    -----------                     ---------
compact disc player

Audio systems of any                                                         2.0%            
nature (including mobile)   -----------    --------------    -----------                     ---------
with a cassette player but
without a compact disc
player

Audio systems of any                                                         1.5%            
nature (including mobile)   -----------    --------------    -----------                     ---------
with a compact disc player
and/or CD changer

Power Amplifiers                                                             1.5%            
                            -----------    --------------    -----------                     ---------
Telephones and telephone                                                     2.0%            
answering devices           -----------    --------------    -----------                     ---------

Televisions                                                                  1.5%            
                            -----------    --------------    -----------                     ---------
Video cassette recorders                                                     1.5%            
                            -----------    --------------    -----------                     ---------

                                                                           Subtotal          $   x
                                                                                             ---------     
         Subtotal                          $      x       
                                           --------------
         Less 2% of itemized discounts,   
         rebates and shipping costs        (             )
                                           --------------

         ROYALTIES PAYMENT                 $
                                           -------------- 
</TABLE>






<PAGE>   11
                                    Exhibit E


                                  UNITED STATES
KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered

                                   PUERTO RICO

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered

                                      CANADA

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered

                                      MEXICO

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered

                                    ARGENTINA

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered

                                      BOLIVIA

KOSS (Plain Block Letters)                               Pending Application

KOSS (Stylized)                                          Pending Application

KOSS (Plain Block Letters)                               Pending Application




<PAGE>   12


                                    Exhibit E


                                      BRAZIL

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Pending Application

KOSS & Design                                            Registered

                                      CHILE

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Pending Application

KOSS & Design                                            Pending Application

                                    COLOMBIA

KOSS & Design                                            Pending Application

                                   COSTA RICA

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered

                               DOMINICAN REPUBLIC

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered

                                      ECUADOR

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered



                                        2

<PAGE>   13


                                    Exhibit E


                                 EL SALVADOR

KOSS (Plain Block Letters)                               Pending Application

KOSS (Stylized)                                          Registered

KOSS & Design                                            Pending Application

                                  GUATEMALA

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Pending Application

KOSS & Design                                            Registered

                                   HONDURAS

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered

                                   JAMAICA

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered

                                  NICARAGUA

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered

                                    PANAMA

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered



                                        3

<PAGE>   14


                                    Exhibit E

                                   PARAGUAY

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered

                                     PERU

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered

                              TRINIDAD & TOBAGO

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered

                                   URUGUAY

KOSS (Plain Block Letters)                               Registered

KOSS (Stylized)                                          Registered

KOSS & Design                                            Registered

                                  VENEZUELA

KOSS (Plain Block Letters)                               Pending Application

KOSS (Stylized)                                          Pending Application

KOSS & Design                                            Pending Application



                                        4




<PAGE>   15
                          ADDENDUM TO LICENSE AGREEMENT


         THIS ADDENDUM TO LICENSE AGREEMENT ("Addendum") is made and entered
into this 30 day of June, 1998, by and between KOSS CORPORATION, a
Delaware corporation ("LICENSOR"), and LOGITECH ELECTRONICS INC., an Ontario
company ("LICENSEE").

                                   WITNESSETH:

         WHEREAS, LICENSOR and LICENSEE are parties to a certain License
Agreement dated June 30, 1998 (the "License Agreement"); and

         WHEREAS, the parties now desire to add certain terms and provisions to
the License Agreement as hereinafter provided.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1.       DEFINITIONS.

                  1.1      All defined terms used in this Addendum shall have
                           the same meaning as set forth in the License
                           Agreement unless otherwise defined in this Addendum.

                  1.2      "Licensed Trademarks" shall mean the "Koss"
                           trademarks listed on Exhibit A to this Addendum.

                  1.3      "Accessories" shall mean the consumer electronic
                           accessory products of LICENSEE set forth on Exhibit B
                           to this Addendum.

                  1.4      "Licensed Accessories" shall mean all Accessories of
                           LICENSEE which have the Licensed Trademarks affixed
                           or attached thereto in any manner.

         2.       GRANT OF LICENSE. Subject to all of the terms and conditions 
of this Addendum, LICENSOR hereby grants to LICENSEE the exclusive right and
license to use the Licensed Trademarks in Canada only, during the Contract
Period, in connection with, and only with, the manufacturer, promotion,
distribution and sale of Accessories.

         3.       INCORPORATION OF PROVISIONS OF LICENSE AGREEMENT.

                  3.1      The following provisions of the License Agreement
                           (the "Incorporated Provisions") are hereby
                           incorporated into this Addendum as covenants and
                           agreements between LICENSOR and LICENSEE, with the
                           same force and effect as if fully set forth herein:



                                        1

<PAGE>   16



                                  Sections 2.2, 2.3, 2.4, 3.1, 3.2, 3.3, 3.4,
                                  4.1, 4.2, 5.1, 5.2, 5.3, 5.4, 6.1, 6.4, 6.5,
                                  7.1, 7.2, 7.3, 7.4, 8.1, 8.2, 8.3, 8.4, 9,
                                  10.1, 10.2 (with no change in the amount of
                                  products liability insurance), 11.1, 11.2,
                                  11.3, 11.4, 12.1, 12.2, 13, 14, and 15.
        
                  3.2      All section references set forth in any of the
                           Incorporated Provisions herein shall continue to be
                           references to the applicable section of the License
                           Agreement.

                  3.3      For all Incorporated Provisions herein, the term
                           "Territory" as used in the License Agreement shall be
                           replaced in this Addendum with the term "Canada," the
                           term "Products" as used in the License Agreement
                           shall be replaced in this Addendum with the term
                           "Accessories," and the term "Licensed Products" as
                           used in the License Agreement shall be replaced in
                           this Addendum with the term "Licensed Accessories."

                  3.4      With respect to the Incorporated Provisions in this
                           Addendum, any reference to an Exhibit to the License
                           Agreement shall instead be deemed to be a reference
                           to the corresponding Exhibit to this Addendum. For
                           example, a reference in an Incorporated Provision to
                           Exhibit C of the License Agreement shall be deemed
                           instead to be a reference to Exhibit C to this
                           Addendum.

         4.       MISCELLANEOUS.

                  4.1      Section headings contained herein are solely for the
                           purpose of aiding in speedy location of subject
                           matter and are not in any sense to be given weight in
                           the construction of this Addendum. Accordingly, in
                           case of any question with respect to the construction
                           of this Addendum, it is to be construed as though
                           such section headings had been omitted.

                  4.2      This Addendum constitutes the entire agreement
                           between the parties hereto and may not be changed or
                           modified except by a writing signed by the parties
                           hereto.

                  4.3      If and to the extent that any provisions of this
                           Addendum are prohibited or unenforceable under any
                           applicable law, such provisions shall be ineffective
                           to the extent of such prohibition or unenforceable
                           without invalidating the remaining provisions hereof
                           or affecting the validity or enforceability of any
                           other provision hereof.

                  4.4      The failure of either party at any time or times to
                           demand strict performance by the other of any of the
                           terms, covenants or conditions set forth herein shall
                           not be construed as a continuing waiver or
                           relinquishment thereof and each may at any time
                           demand strict and


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<PAGE>   17



                           complete performance by the other of said terms,
                           covenants and conditions.

                  4.5      This Addendum shall be governed by the substantive
                           laws of the State of Wisconsin (regardless of laws
                           that might be applicable under principles of
                           conflicts of laws) as to all matters, including but
                           not limited to matters of validity, construction,
                           effect and performance. Resolution of any and all
                           disputes between LICENSOR and LICENSEE arising from
                           or in connection with this Addendum, whether based on
                           contract, tort, common law, equity, statute,
                           regulation, order or otherwise, shall be governed by
                           and settled in accordance with binding arbitration by
                           three (3) arbitrators; provided, however, that the
                           three arbitrators selected shall each have extensive
                           knowledge in the area of federal trademark law. If
                           the parties cannot agree on the selection of three
                           arbitrators, each party shall select one arbitrator,
                           and those two arbitrators together shall select the
                           third arbitrator, and the three arbitrators, each of
                           which shall have extensive knowledge in the area of
                           federal trademark law, shall resolve the dispute as
                           provided herein. The arbitrators' findings and
                           decisions shall be limited to the subject matter of
                           the dispute, and such findings and decisions shall be
                           in writing and shall be final and binding on the
                           parties hereto, and shall specify the reasons for and
                           facts on which such findings and decisions were
                           reached. The parties hereto shall bear equally the
                           arbitrators' fees and charges, and each party shall
                           bear its other costs and expenses for the
                           arbitration, including attorneys' fees. The
                           arbitration shall be conducted in Milwaukee,
                           Wisconsin. To the extent that the parties hereto need
                           to enforce the arbitration provisions in this
                           Addendum or need to enforce or otherwise give effect
                           to any arbitration finding, decision or award, the
                           parties hereto hereby agree that any such action or
                           proceeding shall be adjudicated before a federal or
                           state court located in Milwaukee, Wisconsin, and they
                           hereby submit to the exclusive jurisdiction of the
                           courts of the State of Wisconsin located in
                           Milwaukee, Wisconsin, and of the federal courts
                           located in Milwaukee, Wisconsin, with respect to any
                           such action or proceeding commenced by either party.
                           The parties hereto irrevocably waive any objection
                           they now or hereafter may have respecting the venue
                           of any such action or proceeding brought in such a
                           court or respecting the fact that such court is an
                           inconvenient forum, and hereby consent to the service
                           of process in any such action or proceeding by means
                           of registered or certified mail, return receipt
                           requested, in care of the applicable address set
                           forth under the notice provisions in this Addendum.




                                        3

<PAGE>   18
         IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date set forth above. The effective date of this Addendum is
July 1, 1998.
                                         KOSS CORPORATION


                                         By:/s/  Michael J. Koss 
                                            ------------------------------     
                                            Michael J. Koss
                                            Title: President and CEO



                                         LOGITECH ELECTRONICS INC.


                                         By:/s/  Greg Bell
                                            ------------------------------
                                            Print Name:  Greg Bell
                                                       -------------------
                                            Title: President and CEO
                                                  ------------------------



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<PAGE>   19



                                    EXHIBIT A

      KOSS (Plain Block Letters) (as shown in U.S. Registration No. 1,821,035)

      KOSS (Stylized) (as shown in U.S. Registration No. 1,850,556)

      KOSS & Design (as shown in U.S. Registration No. 2,070,098)





































                                        5

<PAGE>   20



                                    EXHIBIT B


         Description of Accessory Products to be sold under the Licensed
Trademarks.

         Those accessory products of Licensee suitable for use with any audio,
video, communication, or computer products and peripherals, but specifically
excluding any type of headphone, stereophones or any type of security product or
device.




























                                        6

<PAGE>   21



                                    EXHIBIT C

TO:

FROM:      (Subcontractor) Manufacturing Factory

RE:        Use of the "Koss" Brandname

The purpose of this letter is to acknowledge that ___________________ has the
right to manufacture Licensed Accessories, as defined in the Addendum to License
Agreement between Logitech Electronics Inc. and Koss Corporation dated
___________, 1998 ("Addendum"), bearing the "Koss" brandname and trademarks only
for the account of Logitech Electronics Inc. and only as a subcontract
manufacturer pursuant to Sections 2.2 and 2.3 of the License Agreement between
Logitech Electronics Inc. and Koss Corporation dated _________, 1998 and for no
other purpose. We agree that we will not use the "Koss" name on any products
other than those manufactured for Logitech Electronics Inc.'s account.
__________ agrees that neither it nor any affiliated or related individual or
entity (i) will, at any time, file any application for trademark registration or
otherwise obtain or attempt to obtain ownership of the "Koss" brandname or
trademarks, or any name or mark which is confusingly similar thereto, anywhere
in the word or (ii) directly or indirectly challenge or contest Koss
Corporation's ownership of or rights in the "Koss" brandname and tradenames,
whether for the Licensed Accessories or otherwise.












                                        7

<PAGE>   22
                                    EXHIBIT D


          Calculation of Quarterly Royalties Payment (in U.S. Dollars)


Accessory Products      Total Sales      Returns      Net Sales     Royalty Rate

                        $                $            $                  10%
                         ----------       ------       --------     ------- 
                                                                                







         ROYALTIES PAYMENT     U.S.      $
                                          ------




















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