EXHIBIT 4.5 Amendment to Asset Purchase Agreement October 7, 1998 VIA FACSIMILE - (203) 348-4106 Michael J. Parrella President NCT Audio Products, Inc. One Dock Street Suite 300 Stamford, CT 06902 RE: NCT Audio / Top Source Automotive Transaction Dear...Asset Purchase Agreement • November 5th, 1998 • Top Source Technologies Inc • Plastics products, nec
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.
