SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVER

3.           Limited Waiver. Bank hereby waives compliance by Borrowers with the terms of Section 9.13 of the Loan Agreement with respect to the Waiver Event, provided that Borrowers shall have delivered to Bank, within ten (10) days of the effectiveness of this Amendment, (i) a certificate of amendment to RTI’s certificate of formation, file-stamped by the Office of the Secretary of State of Minnesota, evidencing the change of RTI’s name to “IntriCon, Inc.” (the “Certificate of Amendment”) and (ii) such other documents or instruments (including incumbency certificate and resolutions of RTI) as Bank may require to demonstrate authorization by RTI to consummate the transactions contemplated by this Amendment. The waiver set forth herein shall not apply to any sections of the Loan Agreement nor to any periods of time except as expressly set forth herein and the issuance of such waiver shall not be deemed a course of dealing among Bank and Borrowers nor shall it obligate Bank to issue any other or future waivers with respect to the Loan Agreement or any other Loan Document.

4.           Amendment to All Loan Documents. Effective upon Bank’s receipt of the Certificate of Amendment, all references in the Loan Documents (including, but not limited to, in the Loan Agreement) to “Resistance Technology, Inc.” shall be deemed deleted and corresponding references to “IntriCon, Inc.” shall be substituted in lieu thereof.

5.           Conditions Precedent. This Amendment shall become effective upon delivery to Bank of the following, each in form and substance acceptable to Bank:

a.          This Amendment, duly executed by Borrowers.

b.          Such other documents, instruments and agreements as Bank may reasonably require, and payment of all unpaid legal fees and expenses incurred by Bank through the date of this Amendment in connection with the Loan Agreement and this Amendment.

6.           Representations: No Default. Each Borrower represents and warrants that: (a) such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by such Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute a Default or Event of Default under the Loan Agreement or a default under any other agreement, instrument or indenture to which such Borrower is a party or a signatory, or any provision of such Borrower’s Articles of Incorporation or Bylaws or, to the best of such Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to such Borrower or any of its property except, if any, in favor of Bank, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by such Borrower of this Amendment or other agreements and documents executed and delivered by such Borrower in connection herewith or the performance of obligations of such Borrower herein described, except for those which such Borrower has obtained or provided and as to which such Borrower has delivered certified copies of documents evidencing each such action to Bank, (d) no events have taken place and no circumstances exist at the date hereof which would give such Borrower grounds to assert a defense, offset or counterclaim to the obligations of such Borrower under the Loan Agreement or any of the other Loan Documents, (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which such Borrower may have or claim to have against Bank, which might arise out of or be connected with any act of commission or omission of Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the Notes, and (f) no Event of Default has occurred and is continuing under the Loan Agreement.

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