<PAGE>   1
                                                                    EXHIBIT 10.1

                      FIFTH AMENDMENT TO LICENSE AGREEMENT


         THIS FIFTH AMENDMENT TO LICENSE AGREEMENT ("Fifth Amendment") is made
and entered into this 30th day of March, 2001, effective as of
December 31, 2000, by and between KOSS CORPORATION, a Delaware corporation
("LICENSOR"), and JIANGSU ELECTRONICS INDUSTRIES LIMITED, a British Virgin
Islands company ("LICENSEE").

                                    RECITALS

         WHEREAS, LICENSOR and LICENSEE (by way of assignment) are parties to a
certain License Agreement between LICENSOR and Trabelco N.V. dated November 15,
1991 ("Original License Agreement"), as amended by an Amendment to License
Agreement dated November 15, 1991 ("First Amendment"), a Second Amendment to
License Agreement dated September 29, 1995 ("Second Amendment"), a Third
Amendment and Assignment of License Agreement dated as of March 31, 1997 ("Third
Amendment"), and a Fourth Amendment to License Agreement dated May 29, 1998
("Fourth Amendment") (the Original License Agreement, the First Amendment, the
Second Amendment, the Third Amendment, and the Fourth Amendment are hereinafter
collectively referred to as the "License Agreement"); and

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

         WHEREAS, as an inducement to LICENSOR to amend the License Agreement
and enter into this Fifth Amendment, Orient Power Holdings Limited, a Bermuda
company ("Orient Power"), desires to reaffirm its guarantee of the obligations
of LICENSEE under the License Agreement and this Fifth Amendment by executing
the Consent of Guarantor in the form of EXHIBIT F attached hereto.

                                    AGREEMENT

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

         1.   Section 1.2 of the License Agreement (as amended by the Fourth
Amendment) 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 in EXHIBIT B hereto, subject to any limitations
                   referenced in the License Agreement or this Fifth Amendment
                   (including but not limited to Section 18.6 and EXHIBIT B) and
                   the additional limitation that those Products not sold by
                   LICENSEE in every country in the Territory, bearing any of
                   the Licensed Trademarks, by December 31, 2001, shall be
                   deleted from EXHIBIT B as of January 1, 2002, with respect to
                   those countries in the Territory where such Products were not
                   sold by December 31, 2001, and as of that date such Products
                   shall not be considered to be part of the License Agreement
                   or this Fifth Amendment with respect to those countries in
                   the Territory where such


<PAGE>   2


                   Products were not so sold. 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 or this Fifth Amendment. Minimum Royalties shall
                   not be affected by the deletion of any Products from the
                   License Agreement or this Fifth Amendment.

                   "Core Products" shall mean the following Products set forth
                   on Exhibit B hereto:

                        Non-mobile clock radios;

                        Non-mobile AM/FM radios (excluding clock radios and
                        audio systems incorporating clock radios) without a
                        cassette or compact disc player;

                        Non-mobile audio systems of any nature (excluding clock
                        radios and audio systems incorporating clock radios)
                        with a cassette player but without a compact disc
                        player; and

                        Non-mobile audio systems of any nature (excluding clock
                        radios and audio systems incorporating clock radios)
                        with a compact disc player.

                   "Non-Core Products" shall mean all Products set forth on
                   Exhibit B hereto that are not Core Products.

                   Any reference to non-mobile Products in this Section 1.2 or
                   on any Exhibit hereto shall mean those products which are not
                   designed for use in automobiles.

         2.   Section 1.3 of the License Agreement is hereby deleted in its
 entirety and the following inserted in its place:

              1.3  "Licensed Products" mean all Products of LICENSEE which have
                   any of the Licensed Trademarks affixed or attached thereto in
                   any manner or which are advertised, promoted, distributed or
                   sold in connection with the Licensed Trademarks.

         3.   Section 1.4 of the License Agreement (as amended by the Fourth
Amendment) is hereby deleted in its entirety and the following inserted in its
place:

              1.4  "Territory" shall mean the United States, Canada, and Mexico.

         4.   The following Section 3.5 is hereby added to the License
Agreement:

              3.5  Upon written instructions from LICENSOR to LICENSEE to cease
                   using any or all of the Licensed Trademarks in connection
                   with any or all of the Products as a result of any actual or
                   potential claim, suit, demand, or action relating to said
                   use, LICENSEE shall immediately cease said use as so

                                       2

<PAGE>   3

                   instructed. LICENSOR shall have the right to so instruct
                   LICENSEE to so cease use of the Licensed Trademarks only if
                   LICENSOR believes in good faith that LICENSEE'S continued use
                   of the Licensed Trademarks could give rise to a claim, suit,
                   demand, or action resulting in liability to LICENSOR.

         5.   Section 7.1 of the License Agreement (as amended by the Second
Amendment) is hereby deleted in its entirety and the following inserted in its
place:

              7.1  During the term of the License Agreement (including this
                   Fifth Amendment), LICENSEE will pay to LICENSOR as royalties
                   ("Royalties") an amount equal to the sum of the respective
                   percentage (as set forth on EXHIBIT B) of net sales of each
                   category of the Licensed Products, less 2% of the itemized
                   discounts, rebates and shipping costs as stated on LICENSEE's
                   invoices regarding such sales of the Licensed Products (2%
                   representing an average of such amounts), and as further
                   exemplified on EXHIBIT D attached hereto. The term "net
                   sales" with respect to each category of the Licensed Products
                   shall be defined as the total amount invoiced by LICENSEE for
                   sales of the Licensed Products in such category less the
                   total amount of returns of the Licensed Products in such
                   category, and shall include sales of the Licensed Products to
                   LICENSOR as provided in Section 14.2 hereof. In calculating
                   Royalties, no deduction shall be made for advertising
                   allowances, uncollectible accounts or any other form of
                   discount (other than volume rebates) which does not appear on
                   the customer's invoice. Volume rebates allowed a customer
                   will be credited on a separate invoice to the customer, and
                   an annual adjustment of 2% of such rebates shall be made to
                   the Royalties regarding all volume rebates allowed during the
                   respective Contract Year.

         6.   Section 7.3 of the License Agreement (as amended by the Third
Amendment and the Fourth Amendment) is hereby deleted in its entirety and the
following inserted in its place:

              7.3  LICENSEE shall pay to LICENSOR the following Minimum
                   Royalties for the Contract Years set forth below:
<TABLE>
<CAPTION>


                              Year                      Minimum Royalties
                              ----                      -----------------
                         <S>                         <C>
                              2000                           $850,000
                              2001                           $500,000
</TABLE>


                   If the sum of the total Royalties paid with respect to a
                   Contract Year does not equal or exceed the Minimum Royalties
                   for such Contract Year, the difference between the Minimum
                   Royalties and the Royalties for such Contract Year shall be
                   due and payable on each January 20 following such Contract
                   Year.


                                       3
<PAGE>   4



         7.   Section 7.6 of the License Agreement is hereby deleted in its
entirety and the following inserted in its place:

              7.6  LICENSEE shall not have the automatic right and option of
                   renewing the License Agreement (including this Fifth
                   Amendment). The License Agreement and this Fifth Amendment,
                   however, shall be renewed at the end of the Contract Year
                   ending on December 31, 2000 for a period of one (1) year
                   only, at which time, as of January 1, 2002, the License
                   Agreement and this Fifth Amendment shall automatically expire
                   and terminate (unless sooner terminated in accordance with
                   the provisions of the License Agreement and this Fifth
                   Amendment) unless LICENSOR and LICENSEE agree, by June 30,
                   2001, on the amount of Minimum Royalties to be paid by
                   LICENSEE for the calendar year beginning January 1, 2002, in
                   which case the License Agreement and this Fifth Amendment
                   shall be renewed for the 2002 calendar year. Similarly, if
                   LICENSOR and LICENSEE agree on the amount of Minimum
                   Royalties to be paid by LICENSEE for any subsequent calendar
                   year by June 30 of the immediately preceding calendar year,
                   and the License Agreement and this Fifth Amendment have not
                   previously expired or terminated, the License Agreement and
                   this Fifth Amendment shall be renewed for that subsequent
                   calendar year only.

         8.   Section 10.1 of the License Agreement (as amended by the Fourth
Amendment) 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 the Non-Core Products,
                   but only if specifically so requested in writing by LICENSEE.
                   All costs and expenses (including reasonable attorneys' fees)
                   associated with the preparation, filing, prosecution,
                   registration and maintenance of such applications and
                   registrations shall be paid by LICENSOR. LICENSEE shall
                   cooperate with LICENSOR 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.

                   If LICENSOR is unable to register or maintain its
                   registrations for one or more of the Licensed Trademarks in
                   connection with any Products in any jurisdictions in the
                   Territory, then 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 if any trademark
                   application or registration for Core Products is successfully
                   opposed in the United States or Canada, and as a result of
                   such successful opposition LICENSEE is prohibited, pursuant
                   to a final, non-appealable order from a court of


                                       4
<PAGE>   5



                   competent jurisdiction, from selling Core Products in either
                   the United States or Canada, then LICENSOR shall reimburse
                   LICENSEE for the amount of Royalties theretofore paid by
                   LICENSEE relating to the sale of the prohibited Core Products
                   only, in the prohibited jurisdiction of the United States
                   and/or Canada only, during the three (3) year period
                   immediately preceding such prohibition, subject to the
                   following limitations on such reimbursements: (i) all such
                   reimbursements shall not exceed a total of Three Million
                   Dollars ($3,000,000) for all prohibited sales of Core
                   Products in both jurisdictions, (ii) LICENSOR shall not be
                   required to make any such reimbursement to LICENSEE if any
                   such successful opposition and subsequent prohibition in
                   either jurisdiction 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 in the event LICENSEE is prohibited from selling any
                   Non-Core Products in either jurisdiction. LICENSEE shall be
                   permitted to terminate the License Agreement and this Fifth
                   Amendment if LICENSEE's total net sales of Core Products in
                   the Territory decrease by ten percent (10%) or more and such
                   decrease is the direct result of a successful opposition,
                   cancellation or infringement action prohibiting the use of
                   the Licensed Trademarks in connection with the Core Products
                   in the Territory; provided, however, that LICENSEE shall not
                   be able to so terminate the License Agreement and this Fifth
                   Amendment if any opposition, cancellation or infringement
                   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.

         9.   Section 11 of the License Agreement is hereby amended as follows:

              The heading for Section 11 of the License Agreement is hereby
deleted in its entirety and the following inserted in its place:

              11.  REPRESENTATIONS AND INDEMNITIES; LIMITATIONS OF LIABILITY.


              Section 11.1 of the License Agreement (as amended by the Fourth
Amendment) is hereby deleted in its entirety and the following inserted in its
place:

              11.1 LICENSOR represents that, as of the date of this Fifth
                   Amendment, LICENSOR owns at least one application or
                   registration for at least one of the Licensed Trademarks in
                   each jurisdiction in the Territory. Listed in EXHIBIT E to
                   the License Agreement are, as of the date of this Fifth
                   Amendment, LICENSOR's trademark registrations relating to the
                   License Agreement for the Licensed Trademarks in the
                   Territory. If LICENSEE complies with the notice, cooperation
                   and assistance requirements of this



                                       5
<PAGE>   6



                   Section 11.1, 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 incur, suffer or be required to pay in connection
                   with any third-party claim, suit or action resulting from the
                   use by LICENSEE of the Licensed Trademarks on the Core
                   Products in the Territory in accordance with the License
                   Agreement and this Fifth Amendment (collectively,
                   "Third-Party Claim"); provided, however, that LICENSOR's
                   obligation to so indemnify LICENSEE (i) shall not apply to
                   any Damages incurred by LICENSEE as a result of LICENSEE's
                   non-use or misuse of any of the Licensed Trademarks, (ii)
                   shall not include any Damages attributable to LICENSEE's
                   failure to cease using the Licensed Trademarks, pursuant to
                   LICENSOR's written instructions, as a result of any actual or
                   potential Third-Party Claim, (iii) shall not result in any
                   liability to LICENSOR in excess of the amount of Royalties
                   paid by LICENSEE during the three (3) year period immediately
                   preceding initiation of the Third-Party Claim for sales of
                   only Core Products in those countries in which a final
                   settlement or a final, non-appealable order has been entered
                   against LICENSEE relating to LICENSEE'S use of the Core
                   Products in the Territory, and (iv) shall not include any
                   Damages which are attributable to any Non-Core Products.
                   NOTWITHSTANDING ANY PROVISIONS IN THE LICENSE AGREEMENT OR
                   THIS FIFTH AMENDMENT TO THE CONTRARY, THE INDEMNIFICATION
                   OBLIGATIONS OF LICENSOR SHALL ONLY COVER ACTUAL,
                   OUT-OF-POCKET DAMAGES INCURRED BY LICENSEE IN CONNECTION WITH
                   A FINAL SETTLEMENT INVOLVING LICENSEE, OR A FINAL,
                   NON-APPEALABLE ORDER AGAINST LICENSEE, ARISING OUT OF A
                   THIRD-PARTY CLAIM, BUT SHALL NOT INCLUDE ANY INCIDENTAL,
                   CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, LOSS OF ACTUAL
                   OR ANTICIPATED PROFITS OR REVENUES), INDIRECT, SPECIAL,
                   EXEMPLARY OR PUNITIVE 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.

              The following Section 11.4 is hereby added to the License
Agreement:

              11.4 Notwithstanding any other provisions of, and without
                   diminishing any liabilities or obligations of LICENSEE under,
                   the License Agreement or this Fifth Amendment, LICENSOR shall
                   have no liability or obligation to LICENSEE whatsoever
                   arising out of the License Agreement or this Fifth Amendment
                   (i) relating to LICENSEE'S sale or use of any Non-Core
                   Products (including, without limitation, the royalty
                   reimbursement obligations under Section 10.4 and the
                   indemnification obligations under Section 11.1), or (ii)
                   relating to any other liabilities or obligations incurred by


                                       6
<PAGE>   7

                   LICENSEE as a result of LICENSEE's use of the Licensed
                   Trademarks, other than those liabilities or obligations of
                   LICENSOR set forth in the License Agreement or this Fifth
                   Amendment.

              The following Section 11.5 is hereby added to the License
Agreement:

              11.5 In the event LICENSEE requests LICENSOR to file trademark
                   applications and seek trademark registrations in the
                   Territory for the Non-Core Products, LICENSOR shall take the
                   actions necessary to comply with such request. If LICENSOR is
                   successful in obtaining trademark registrations for all
                   Non-Core Products in all jurisdictions in the Territory, this
                   Fifth Amendment shall be amended to delete the distinction
                   between Core Products and Non-Core Products so that Non-Core
                   Products are treated the same as Core Products under this
                   Fifth Amendment. If LICENSOR is successful in obtaining
                   trademark registrations for some (but not all) of the
                   Non-Core Products in some (but not all) of the jurisdictions
                   in the Territory, then the distinction between Core Products
                   and Non-Core Products shall be deleted only for those
                   Non-Core Products and for those jurisdictions in the
                   Territory for which LICENSOR is successful in obtaining
                   trademark registrations. LICENSEE shall cease all sale or use
                   of the Licensed Trademarks on those Non-Core Products in
                   those jurisdictions in which LICENSOR is not able to obtain
                   trademark registrations.

         10.  Sections 3.1, 5.3 and 11.2 of the License Agreement are hereby
amended by adding the following sentence to the end of each of said Sections:

                   LICENSEE's obligations under this Section shall not be
                   released or limited in any way as a result of LICENSOR's
                   approval of Licensed Products, any packaging therefor, or any
                   advertising relating thereto.

         11.  The License Agreement is hereby amended by adding the following
Section 18.6:

              18.6 LICENSEE shall not manufacture, distribute or sell (i) any
                   speakers, except as a prepackaged component of an audio
                   system that is commonly expected by the consuming public to
                   include such speakers with such audio system, or (ii) any
                   speaker accessories (including, but not limited to, AC or DC
                   adaptors, mounting brackets, or assemblies, etc.), whether or
                   not as part of a prepackaged component of an audio system
                   that is commonly expected by the consuming public to include
                   such speaker accessories with such audio system.

         12.  The License Agreement is hereby amended by adding the following
Section 18.7 to the License Agreement:

              18.7 The parties hereto agree that the License Agreement and this
                   Fifth Amendment have been jointly drafted by the parties,
                   that the language used in the License Agreement and this
                   Fifth Amendment reflect their mutual intent, and that no term
                   or provision shall be construed more


                                       7
<PAGE>   8


                   or less favorably to either party hereto on the grounds that
                   it was drafted or authorized by such party.

         13.  EXHIBIT B to the License Agreement (as amended by the Fourth
Amendment) is hereby deleted in its entirety and the EXHIBIT B attached hereto
shall be inserted in its place.

         14.  EXHIBIT D to the License Agreement (as amended by the Fourth
Amendment) is hereby deleted in its entirety and the EXHIBIT D attached hereto
shall be inserted in its place.

         15.  EXHIBIT E to the License Agreement (as amended by the Fourth
Amendment) is hereby deleted in its entirety and the EXHIBIT E attached hereto
shall be inserted in its place.

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

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

                                   KOSS CORPORATION


                              By:    Michael J. Koss
                                     ------------------------------------------

                         Print Name:
                                     ------------------------------------------

                              Title: CEO/President
                                     ------------------------------------------



                                   JIANGSU ELECTRONICS INDUSTRIES  LIMITED


                              By:    /s/ Poon Ka Hung
                                     ------------------------------------------

                         Print Name:
                                     ------------------------------------------

                              Title: Chief Executive Officer

                                     ------------------------------------------




                                       8
<PAGE>   9







                                    EXHIBIT B
<TABLE>
<CAPTION>


         MOBILE PRODUCTS*                                                                        Royalty
         ---------------                                                                         -------
<S>                                                                                            <C>
         Audio systems of any nature (excluding clock radios and audio systems                      2.0%
         incorporating clock radios) with a cassette player but without a
         compact disc player

         Audio systems of any nature (excluding clock radios and audio systems
         incorporating clock radios) with a compact disc player and/or a CD                         1.5%
         changer

         Power amplifiers                                                                           1.5%

         Power inverters                                                                            1.5%

         Receivers                                                                                  2.0%
<CAPTION>

         HOME AND PORTABLE PRODUCTS**                                                            Royalty
         ----------------------------                                                            -------
<S>                                                                                            <C>
         Clock radios                                                                               2.0%

         AM/FM radios (excluding clock radios and audio systems incorporating
         clock radios) without a cassette or compact disc player                                    3.0%

         Audio systems of any nature (excluding clock radios and audio systems
         incorporating clock radios) with a cassette player but without a                           2.0%
         compact disc player

         Audio systems of any nature (excluding clock radios and audio systems
         incorporating clock radios) with a compact disc player and/or a CD                         1.5%
         changer

         Power amplifiers                                                                           1.5%

         Receivers                                                                                  2.0%
</TABLE>

*        All products listed under Mobile Products in this EXHIBIT B shall mean
         only those products which are designed for use in automobiles only.

**       Home and portable products listed in this EXHIBIT B shall not include
         products designed for use in automobiles.

         LICENSEE shall not manufacture, distribute or sell (i) any speakers,
         except as a prepackaged component of an audio system that is commonly
         expected by the consuming public to include such speakers with such
         audio system, or (ii) any speaker accessories (including, but not
         limited to, AC or DC adaptors, mounting brackets, or assemblies, etc.),
         whether or not as part of a prepackaged component of an audio system
         that is commonly expected by the consuming public to include such
         speaker accessories with such audio system.



<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>

MOBILE PRODUCTS*
---------------

Audio systems of any nature             ___________       _____________       ___________          2.0%       _________
(excluding  clock radios and
audio  systems  incorporating
clock radios) with a cassette
player but without a compact
disc player

Audio systems of any nature             ___________       _____________       ___________          1.5%       _________
(excluding  clock radios and audio
systems  incorporating  clock radios)
with a compact disc player and/or
a CD changer

Power Amplifiers                        ___________       _____________       ___________          1.5%       _________


Power Inverters                         ___________       _____________       ___________          1.5%       _________


Receivers                               ___________       _____________       ___________          2.0%

</TABLE>




<PAGE>   11

<TABLE>
<CAPTION>


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

HOME AND PORTABLE PRODUCTS**
--------------------------

Clock Radios                            ___________       _____________       ___________           2.0%      _________


AM/FM radios (excluding clock           ___________       _____________       ___________           3.0%      _________
radios and audio systems incorporating
clock radios) without a cassette or
compact disc player

Audio systems of any nature             ___________       _____________       ___________           2.0%      _________
(excluding clock radios and audio
systems incorporating clock radios)
with a cassette player but without
a compact disc player

Audio systems of any nature             ___________       _____________       ___________           1.5%      _________
(excluding clock radios and audio
systems incorporating clock radios)
with a compact disc player and/or
a CD changer

Power Amplifiers                        ___________       _____________       ___________           1.5%      _________


Receivers                               ___________       _____________       ___________           2.0%      _________


                                                                                                    Subtotal  $________
                Subtotal                                             $___________

                Less 2% of itemized discounts, rebates
                and shipping costs                                   (___________)

                ROYALTIES PAYMENT                                    $___________

</TABLE>


*    All products listed under Mobile Products in this EXHIBIT D shall mean only
     those products which are designed for use in automobiles only.

**   Home and portable products listed in this EXHIBIT D shall not include
     products designed for use in automobiles.

<PAGE>   12



                                    EXHIBIT E

<TABLE>
<S>                             <C>                         <C>
                                  UNITED STATES
KOSS (Plain Block Letters)         Registered                 Registration No. 1,821,035
KOSS (Stylized)                    Registered                 Registration No. 1,850,556
KOSS & Design                      Registered                 Registration No. 2,070,098


                                     CANADA
KOSS (Plain Block Letters)         Registered                 Registration No. 454,503
KOSS (Stylized)                    Registered                 Registration No. 454,504
KOSS & Design                      Registered                 Registration No. 454,505


                                     MEXICO
KOSS (Plain Block Letters)         Registered                 Registration No. 442439
KOSS (Stylized)                    Registered                 Registration No. 514637
KOSS & Design                      Registered                 Registration No. 516421
</TABLE>




<PAGE>   13


                                    EXHIBIT F

                              CONSENT OF GUARANTOR

         The undersigned, Orient Power Holdings Limited, a Bermuda company
("Orient Power"), for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby consents to the foregoing
Fifth Amendment to License Agreement ("Fifth 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 Fifth 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, and a Fourth Amendment to License
Agreement dated May 29, 1998 (collectively, that certain License Agreement and
the amendments thereto are hereinafter collectively 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 Fifth Amendment
and the License Agreement, including but not limited to, the royalty obligations
and indemnity obligations of Jiangsu thereunder.

                          ORIENT POWER HOLDINGS LIMITED



Dated: ___________________     By: ___________________________________________

                             Name: ___________________________________________

                            Title: ___________________________________________