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                                                                  EXHIBIT 10.2

                      UNANIMOUS CONSENT OF DIRECTORS OF
                               KOSS CORPORATION


        The undersigned, constituting all of the directors of Koss Corporation,
a Delaware corporation (the "Company"), do hereby consent and agree to the
adoption of the following resolutions:

        WHEREAS, the Compensation Committee has recommended that the following  
        Supplemental Executive Retirement Plan be approved for Michael J. Koss;

        WHEREAS, the Board of Directors believes it is in the best interests of
        the Company to adopt the following Supplemental Executive
        Retirement Plan for Michael J. Koss;

        NOW, THEREFORE, BE IT RESOLVED, that Michael J. Koss shall receive
        annual cash compensation following his retirement from the Company
        (the "Retirement Payments") in an amount equal to 2% of the base salary
        of Michael J. Koss, multiplied by his number of years of service to the
        Company (example 2% multiplied by 25 years is 50% of base salary).  The
        base salary shall be calculated using the average base salary for
        Michael J. Koss during the three years preceding his retirement.  The
        Retirement Payments shall be paid to Michael J. Koss monthly until his
        death, and after the death of Michael J. Koss the Company shall
        continue to make the Retirement Payments monthly to the surviving
        spouse of Michael J. Koss until her death.

        This Unanimous Consent of Directors may be executed in one or more
counterparts each of which shall be deemed to be an original, and all of which
taken together shall constitute one and the same document.

        Dated at Milwaukee, Wisconsin, this 7th day of March, 1997.
                                            ---        ------

            /s/                                 /s/
            --------------------                -----------------------
            John C. Koss                        Thomas L. Doerr


           /s/                                  /s/
           ----------------------               -----------------------
           Lawrence S. Mattson                  John Stollenwerk           

           /s/                                  /s/
           ----------------------               -----------------------
           Martin F. Stein                      Victor L. Hunter