EXHIBIT NO. 10(c)
NOISE CANCELLATION TECHNOLOGIES, INC.
Verity Group PLC
Stonehill
Huntingdon PE18 6ED
27 September 1997
Dear Sirs
This letter, when countersigned by Verity Group PLC ("Verity") shall constitute
an agreement between Noise Cancellation Technologies, Inc. ("NCTI") and Verity
in relation to the common stock purchase option granted by NCTI in favour of
Verity dated 15 April, 1997 as executed by letter agreements dated respectively
15 April 1997 and 17 April 1997 (the "NCTI Option") and the Registration Rights
Agreement between Verity and NCTI dated as at 15 April 1997 (the "RR
Agreement"). All capitalized terms used in this Agreement shall bear the
meanings given thereto in the NCTI Option unless the context otherwise requires.
1. Amendment of NCTI Option
Effective the date hereof, the date on which the period from the
exercise of purchase rights begins is amended from "the first
anniversary of the date hereof" to the date hereof namely 27 September
1997.
Except as provided in this Paragraph 1, all of the terms and conditions
of the NCTI Option (other than the said date) are hereby ratified and
confirmed and remain in full force and effect.
2. Amendment of RR Agreement
Effective the date hereof, the references in the RR Agreement to the
Option shall be deemed to refer to the NCTI Option as amended by this
letter.
Kindly acknowledge your acceptance and agreement to the terms of this letter by
signing the enclosed copy of this letter and returning it to NCTI as soon as
possible.
Yours faithfully
NOISE CANCELLATION TECHNOLOGIES, INC
By: /s/ XXXXXXX X. XXXXXXXX
Xxxxxxx X Xxxxxxxx, President
Verity Group PLC hereby accepts and agrees to the terms of this letter:
VERITY GROUP PLC
By: /s/ FARAD XXXXX
Farad Xxxxx, Director
