EXHIBIT 4.5
Amendment to Asset Purchase Agreement
October 7, 1998 VIA FACSIMILE - (000) 000-0000
Xxxxxxx X. Xxxxxxxx
President
NCT Audio Products, Inc.
Xxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
RE: NCT Audio / Top Source Automotive Transaction
Dear Xxxx:
This letter agreement amends the Asset Purchase Agreement (the "Agreement")
entered into as of August 14, 1998 by and among Top Source Technologies, Inc.
(the "Company"), Top Source Automotive, Inc. ("TSA"), NCT Audio Products, Inc.
(the "Buyer") and Noise Cancellation Technology, Inc. (the "Guarantor") by (i)
requiring the Buyer to pay all $10,000,000 in cash and thereby eliminating the
note; (ii) eliminating the Guarantor's guarantee of the Earn-Out, as defined in
the Agreement, and thereby deleting the Guarantor as a party to the Agreement;
and (iii) eliminating the option or other right to receive payment of the
Earn-Out in Common Stock of the Buyer. In all other respects, the Agreement is
ratified and confirmed.
Please confirm your agreement to the above terms by signing in the places
indicated below.
Very truly yours,
Xxxxx Xxxxx
Vice President and CFO
DN/mtd
We hereby agree to the foregoing amendment.
NCT Audio Products, Inc. Noise Cancellation Technology, Inc.
By: /s/Xxxxxxx X. Xxxxxxxx By: /s/Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx
President President
