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License Agreement - DistributedMedia.com Inc. and NCT Group Inc.

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                                LICENSE AGREEMENT


License  Agreement  made  this  25th  day  of  January,   1999  by  and  between
DistributedMedia.com,  Inc.,  a Delaware  corporation  with  offices at One Dock
Street, Suite 300, Stamford,  Connecticut, 06902 USA, hereinafter referred to as
("Licensee" or "DMC") and NCT Group,  Inc., a Delaware  corporation with offices
at 1025 West Nursery Road, Linthicum, Maryland 21090, USA, ("NCT").

WHEREAS  Licensee  is  engaged  in  the  design,  development,  manufacture  and
marketing  of  audio  and  video  digital  broadcasting  systems  together  with
programming for such systems for various markets around the world; and

WHEREAS NCT is engaged in the  development of Active Wave Management and related
technologies  including  but not limited to, flat panel  transducer  based audio
speaker  technologies  that have been applied to various fields and  industries,
and is the owner of certain United States and foreign patents  covering  various
aspects of such  technologies,  which  both  parties  believe  can be applied to
digital broadcasting systems; and

WHEREAS  Licensee is desirous of obtaining a license from NCT to develop,  make,
use, and sell digital broadcasting systems incorporating NCT technology;

NOW THEREFORE,  in consideration of the mutual covenants  contained  herein,  as
well as other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties agree as follows:


ARTICLE 1.  DEFINITIONS

As used herein, the terms described below have the following meanings.

1.1   "Affiliate"  shall mean any legal entity which directly or indirectly,  is
      controlled  by, is in control of, or under  common  control with the legal
      entity with reference to which the term "Affiliate" is used.

1.2   "Confidential Information" shall mean the information described in Article
      5  below  and  shall  include  any and all  samples,  models,  prototypes,
      drawings,   specifications,   formulas,  algorithms,  software,  operating
      techniques,  processes,  data, technical and other information,  including
      any information relating to the status of research or other investigations
      being conducted, whether given in writing, orally, or in magnetic or other
      electronic  processing form to the extent that such  information is not in
      the public domain through other than a breach of this Agreement.

1.3   "DMC  Product"  shall  mean a DMC  designed  audio  and/or  video  digital
      broadcasting  system  including DMC designed  subsystems,  components  and
      programming therefor.

1.4   "Improvement" shall mean any improvement, further invention,  enhancement,
      derivative  product,  technology,  software,  firmware,  mask work,  trade
      secret,  know-how,   patent,  patent  application  or  other  intellectual
      property  making use of,  extending,  based upon or  relating  to: (a) the
      Licensed  Patents or other NCT patents,  the Licensed  Technology or other
      NCT technology or any combination thereof (hereinafter "NCT Improvements")
      or (b) Licensee Technology (hereinafter "Licensee  Improvements") provided
      however, that no Sponsor Technology shall be deemed an Improvement.

1.5   The uncapitalized  term "know-how",  in general,  shall have its usual and
      accepted  meaning,   that  is,  inter  alia,  all  factual  knowledge  and
      information not capable of precise,  separate description but which, in an
      accumulated  form,  after being acquired as the result of trial and error,
      gives to the one  acquiring it an ability to produce and market  something
      which one  otherwise  would not have known how to produce  and market with
      the same accuracy or precision necessary for commercial success.

1.6   "Licensed  Patents"  shall mean all those patents and patent  applications
      owned by or licensed to NCT  described in Exhibit A hereto and licensed to
      Licensee   under   Article   2   below   including   any    continuations,
      continuations-in-part, divisions, extensions, reissues, re-examinations or
      renewals of any of the foregoing.

1.7   "Licensed Product" shall mean a specific DMC Product embodying, employing,
      based on or derived  from all or part of the Licensed  Patents  and/or the
      Licensed Technology.

1.8   "Licensed  Technology"  shall mean that unpatented  technology owned by or
      licensed  to NCT  described  in Exhibit B hereto and  licensed to Licensee
      under Article 2 below.

1.9   "Licensee   Technology"  shall  mean  any  and  all  existing  and  future
      technology,  now or hereinafter owned or licensed by or to Licensee and/or
      its  Affiliates  (other than  Licensed  Patents and Licensed  Technology),
      including  without  limitation  all  know-how,  trade  secrets,   methods,
      operating  techniques,  processes,  software,  materials,  technical data,
      engineering information, formulas, specifications, drawings, machinery and
      apparatus, patents, patent applications, copyrights and other intellectual
      property relating thereto.

1.10  "Market"  shall mean the  worldwide  market for DMC Products but excluding
      those  markets,  if any,  licensed to others on an exclusive  basis by NCT
      prior to the date hereof.

1.11  "NCT  Technology  License" shall mean the license to the Licensed  Patents
      and the Licensed  Technology granted by NCT to Licensee under Article 2 of
      this Agreement.

1.12  "Net  Revenues"  means the actual  revenues  received by Licensee from its
      sale,  lease or  distribution  of Licensed  Products minus  allowances for
      commissions and trade discounts.

1.13  "Sponsor  Technology"  shall mean with  respect to a party  hereto (i) all
      existing and future  technology  owned or licensed by or to a party and/or
      its Affiliates which, by virtue of contract  restrictions  binding on such
      party, cannot be disclosed or transferred to the other party hereto on the
      same terms and conditions as Licensed  Technology or Licensee  Technology,
      as the case may be;  and (ii) all  existing  and future  technology  which
      results from the  combination of a party's  technology and a third party's
      technology,  and which by virtue of contract  restrictions  binding on the
      party in question,  cannot be disclosed or  transferred to the other party
      hereto on the same terms and conditions as Licensed Technology or Licensee
      Technology, as the case may be.

1.14  "Technical  Information" shall mean technical,  design,  engineering,  and
      manufacturing information and data pertaining to the design,  manufacture,
      commercial production and distribution of Licensed Products and components
      and parts thereof in the form of designs,  prints,  plans, material lists,
      drawings, specifications,  instructions,  reports, records, manuals, other
      written materials, computer programs and software and other forms or media
      relating thereto.

1.15  The uncapitalized term "technology",  in general, shall have its usual and
      accepted meaning and shall include without limitation all know-how,  trade
      secrets, methods, operating techniques,  processes,  software,  materials,
      technical  data,  engineering   information,   formulas,   specifications,
      drawings,   machinery  and  apparatus,   patents,   patent   applications,
      copyrights and other intellectual property relating thereto.

1.16  "Third  Party  Rights"  shall  mean  rights  in, to or under the  Licensed
      Patents and the  Licensed  Technology  heretofore  granted by NCT to third
      parties and the rights thereto of their respective permitted sublicensees,
      assigns and successors.


ARTICLE 2. The NCT Technology LICENSE

2.1   License  to NCT  Patents  and NCT  Technology.  Subject  to the  terms and
      conditions of this  Agreement,  NCT hereby grants to Licensee a license to
      make,  have made,  use,  sell and/or  have sold  Licensed  Products  which
      incorporate  or embody,  or are covered or claimed by, or are based on one
      or more of the Licensed Patents and/or Licensed Technology.

2.2   Limitations.  The NCT Technology License shall be exclusive as against all
      others  for the  manufacture,  use and sale of  Licensed  Products  in the
      Market  throughout  the World  subject  to the Third  Party  Rights.  Said
      License  is  limited  to: (a) the  manufacture,  use and sale of  Licensed
      Products  and (b) the Market and NCT  retains  the  unrestricted  right to
      manufacture, use and sell Licensed Products and to license others to do so
      provided,  that neither NCT nor any such licensee  shall have any right to
      sell  Licensed  Products  in the  Market.  NCT also  retains  the right to
      manufacture,  use and sell products  other than  Licensed  Products in the
      Market and to license others to do so.

2.3   Sublicensing.   The  rights  and  licenses   granted   hereunder   may  be
      sublicensed,  by Licensee to any third party provided any such  sublicense
      prohibits further sublicensing without NCT's prior written consent in each
      instance.  Licensee  also shall have the right to have  Licensed  Products
      manufactured  for it by others  but only  under  nondisclosure  agreements
      implemented in accordance with the provisions of Articles 4 and 5 hereof.

2.4   Acceptance.   Licensee  hereby  (i)  accepts  the  rights  under  the  NCT
      Technology  License  granted to it by NCT under  this  Article 2, and (ii)
      acknowledges  that the rights that NCT has  granted to Licensee  hereunder
      are limited to the manufacture,  use and sale of Licensed  Products in the
      Market and are subject to the further  limitations  that may be  described
      elsewhere in this Agreement.

2.5   Patent and Copyright  Notices.  Licensee shall mark each Licensed  Product
      sold,  leased,  distributed or otherwise  transferred  and shall cause all
      licenses, contracts and agreements with other parties for the sale, lease,
      distribution,  use or other  disposition of Licensed Products to contain a
      provision requiring, if feasible, such other parties to mark each Licensed
      Product  with a suitable  legend  identifying  the  Licensed  Patents  and
      Licensed  Technology with the appropriate  patent or copyright  notice, as
      the case may be.  If the  Licensed  Product  is too small to have a legend
      placed on it,  Licensee will use all  reasonable  efforts to have a legend
      placed on the software and/or packaging.

2.6   Product  Marking.  Licensee shall  prominently  mark each Licensed Product
      sold,  leased,  distributed or otherwise  transferred  and shall cause all
      licenses, contracts and agreements with other parties for the sale, lease,
      distribution,  use or other  disposition of Licensed Products to contain a
      provision requiring,  if feasible,  such other parties to prominently mark
      each  Licensed  Product with a suitable  legend  identifying  the Licensed
      Product  as  being a  product  which  incorporates  NCT's  technology  and
      including  such  words and  logos as NCT may  reasonably  request.  If the
      Licensed Product is too small to have such a legend placed on it, Licensee
      will  use all  reasonable  efforts  to have  such a legend  placed  on the
      software and/or packaging.


ARTICLE 3.  LICENSE FEE AND ROYALTIES

3.1   License Fee. Upon the execution of this Agreement,  Licensee shall pay NCT
      $3,000,000 as a non-refundable license fee in partial consideration of the
      rights granted hereunder.

3.2   Unit Royalties.  Licensee shall pay NCT the royalties listed on Schedule C
      with respect to Licensee's sale, lease,  distribution or other transfer of
      Licensed Products.

3.3   Sublicensing  Royalties.  Licensee  shall pay NCT the royalties  listed on
      Schedule  C with  respect  to  sublicenses  granted  by  Licensee  for the
      manufacture,  use, sale,  lease or other  disposition or  distribution  of
      Licensed Products.

3.4   Payment.  Royalties payable under Sections 3.2 and 3.3 above shall be paid
      to NCT  within  thirty  (30)  days  from  the end of the  quarter  of each
      calendar  year as  provided  in Article 7.  Licensee  agrees  that NCT may
      inspect  its  royalty/revenue  records  once a year upon  thirty (30) days
      notice, at NCT's own expense.


ARTICLE 4.  DISCLOSURE OF INFORMATION, DATA AND KNOW-HOW

4.1   Disclosure.  The parties  shall  disclose  to each other such  appropriate
      Technical  Information  as may be reasonably  required to  accomplish  the
      purposes of this  Agreement.  It is agreed,  however,  that neither  party
      shall be obligated to disclose  information,  the  disclosure of which has
      been restricted by a third party,  provided,  however, if such information
      is required in order to achieve the purposes of this Agreement,  the party
      which  holds  such  information  shall  inform  the other and use its best
      efforts to obtain  permission,  which may  consist of a license,  from the
      applicable third party to use such information for such purposes.

4.2   Treatment.  All  disclosed  Technical  Information  which is  Confidential
      Information (as defined in Article 5 below) shall be kept  confidential by
      the receiving party in accordance with the further provisions of Article 5
      below and will remain the property of the disclosing party.


ARTICLE 5.  CONFIDENTIALITY

5.1   Definitions.   Each  party   possesses   and  will   continue  to  possess
      confidential  information relating to its business and technology which it
      believes has substantial  commercial and scientific  value in the business
      in which it is engaged  ("Confidential  Information").  Subject to Section
      5.4, Confidential  Information includes,  but is not limited to, Technical
      Information,   trade  secrets,   processes,   formulas,   data,  know-how,
      discoveries,  developments, designs, improvements, inventions, techniques,
      marketing   plans,   strategies,   forecasts,   new   products,   software
      documentation,  unpublished  financial statements,  budgets,  projections,
      licenses,  prices,  costs,  customer  lists,  supplier lists and any other
      material   regarded  by  the  party  possessing  it  to  be  confidential,
      proprietary or a trade secret.  In order to be afforded  protection  under
      this  Article  5  tangible  forms  of  Confidential  Information  must  be
      identified  as such at the time of  disclosure  and  marked  "Confidential
      Information", "Proprietary Information" or in some other reasonable manner
      to indicate it is  confidential.  Any Confidential  Information  disclosed
      between the parties  hereto orally or visually,  in order to be subject to
      this Agreement,  shall be so identified to the receiving party at the time
      of disclosure and confirmed in a written summary  appropriately  marked as
      herein provided within ten (10) days after such oral or visual disclosure.

5.2   Treatment.  Each party shall during the term of this  Agreement  and for a
      period of five (5) years  thereafter,  hold in confidence and not disclose
      to third parties except as  specifically  permitted under this Section 5.2
      and Section 5.4 below any and all  Confidential  Information  of the other
      party disclosed directly or indirectly to it by the other party.

      Each party shall take the following minimum safeguards with respect to the
      Confidential Information of the other party:

     (a)  only  those of its  employees  who need to receive  the other  party's
          Confidential  Information  in order to carry out the  purposes of this
          Agreement shall have access to such  information and such access shall
          be limited to only so much of such information as is necessary for the
          particular employee to properly perform his or her functions;

     (b)  all documents,  drawings, writings and other embodiments which contain
          Confidential  Information  of the other party shall be maintained in a
          prudent  manner in a secure  fashion  separate  and apart  from  other
          information in its  possession and shall be removed  therefrom only as
          needed to carry out the purposes of this Agreement;

     (c)  all documents, drawings, writings and other embodiments of information
          the  security  or  safekeeping  of which are  subject to  governmental
          regulations shall be kept in accordance with those regulations;

     (d)  in no event shall a party  receiving  Confidential  Information of the
          other party  disassemble,  reverse  engineer,  re-engineer,  redesign,
          modify or alter any  Confidential  Information  which it has  received
          from the other party or attempt  any of the  foregoing  without  first
          obtaining the written consent of such other party in each instance.

     (e)  all employees and  contractors  who shall have access to  Confidential
          Information  of the other party shall be under  written  obligation to
          it;  (i) to  hold in  confidence  and not  disclose  all  Confidential
          Information  made available to them in the course of their  employment
          in a manner  equivalent  to that set  forth  herein;  (ii) to use such
          Confidential  Information  only  in the  course  of  performing  their
          employment  duties; and (iii) to assign to their employer or the party
          retaining  them  all  inventions  or  improvements  relating  to their
          employer's  business and conceived  while in their  employer's  employ
          unless such assignment is prohibited by applicable law.

      Notwithstanding the foregoing, a party receiving Confidential  Information
      of the other party may  disclose to its  subcontractors  and  material and
      component  suppliers  so  much  of  such  Confidential  Information  as is
      necessary  to enable  such  party to perform  its  duties and  obligations
      related to the  accomplishment of the purposes of this Agreement  provided
      that such  subcontractors  and  suppliers  are  obligated to such party in
      writing;  (i) to hold in confidence and not disclose such information in a
      manner  equivalent  to that  set  forth  herein;  and (ii) not to use such
      information except as authorized by such party.

      In no event  shall the party  receiving  Confidential  Information  of the
      other party disassemble, reverse engineer, re-engineer, redesign, decrypt,
      decipher,  reconstruct,   re-orient,  modify  or  alter  any  Confidential
      Information  of the  disclosing  party or any circuit  design,  algorithm,
      logic or program code in any of the disclosing party's products, models or
      prototypes  which contain  Confidential  Information or attempt any of the
      foregoing  without first obtaining written consent of the disclosing party
      in each instance.

5.3   Return.  All  documents,  drawings,  writings and other  embodiments  of a
      party's Confidential  Information,  as well as those produced,  created or
      derived  from  the  disclosing  party's  Confidential   Information  which
      incorporate the disclosing party's Confidential Information and all copies
      thereof  shall be  returned  promptly  to it by the other  party  upon the
      termination of this Agreement  provided that the parties shall continue to
      be bound by the provisions of Section 5.2 above.

5.4   Exclusions.  Confidential Information shall not include information that;

     (a)  was at the time of disclosure in the public domain through no fault of
          the party receiving it;

     (b)  becomes  part of the  public  domain  after  disclosure  to the  party
          receiving it through no fault of such party;

     (c)  was in the  possession  of the party  receiving  it (as  evidenced  by
          written  records)  at the  time of  disclosure  and  was not  acquired
          directly or indirectly  from the other party, or a third party, as the
          case may be, under a continuing  obligation of confidence of which the
          party receiving it was aware;

     (d)  was  received  by the party  receiving  it (as  evidenced  by  written
          records) after the time of disclosure hereunder from a third party who
          did not require it to be held in confidence and who did not acquire it
          directly  or  indirectly  from  the  other  party  under a  continuing
          obligation of confidence of which the party receiving it was aware;

     (e)  required by law or the rules of any relevant securities exchange to be
          disclosed,  but  only  to the  extent  of  such  required  disclosure;
          provided,   that  a  party   required  to  so  disclose   Confidential
          Information  shall use best  efforts to notify the other party of such
          potential disclosure so that such party may seek a protective order or
          other  remedies  to  maintain  in  confidence  any  such  Confidential
          Information; or

     (f)  was developed independently by the receiving party and without the use
          of any  Confidential  Information  received from the disclosing  party
          under this Agreement.

     (g)  is  Confidential   Information  of  the  disclosing  party  which  the
          disclosing  party has disclosed to third parties without  restrictions
          on use and disclosure comparable to those contained in this Article 5.



<PAGE>

ARTICLE 6.  IMPROVEMENTS

6.1   NCT Improvements. In the event that Licensee individually or together with
      NCT discovers, develops or creates any NCT Improvements during the term of
      this Agreement,  Licensee  promptly shall grant and assign, on a quitclaim
      basis,  all of its rights of  ownership in such NCT  Improvements  to NCT,
      whether such NCT Improvements are patentable or  non-patentable  under the
      laws of any country,  subject to any  governmental  approvals  that may be
      required for such grant back and assignment,  it being understood that any
      such NCT  Improvements  that are not made the  subject  of a patent  shall
      constitute part of the Licensed  Technology licensed to Licensee hereunder
      and that any such NCT  Improvements  that are made the subject of a patent
      shall  constitute  one  of  the  Licensed  Patents  licensed  to  Licensee
      hereunder.

      In the event that NCT individually discovers,  develops or creates any NCT
      Improvements  during the term of this Agreement which make use of, extend,
      are  based  upon  or  relate  to the  Licensed  Patents  or  the  Licensed
      Technology,  then any such NCT  Improvement  that is not made subject of a
      patent shall constitute part of the Licensed Technology licensed hereunder
      and any such NCT  Improvement  that is made the subject of a patent  shall
      constitute a Licensed Patent licensed hereunder.

6.2   Licensee Improvements. In the event that NCT individually or together with
      Licensee discovers,  develops or creates any Licensee  Improvements during
      the term of this  Agreement,  NCT  promptly  shall grant and assign,  on a
      quitclaim  basis,  a fifty  (50%)  percent  interest  in and to all of its
      rights of ownership in such  Licensee  Improvements  to Licensee,  whether
      such Licensee Improvements are patentable or non-patentable under the laws
      of any country, subject to any governmental approvals that may be required
      for such grant back and assignment and thereafter all rights and interests
      in and to such Licensee Improvement shall be owned equally by Licensee and
      NCT and each party hereby grants to the other a royalty  free,  perpetual,
      irrevocable license to use and exploit such Licensee Improvement.

      In the event  Licensee  individually  discovers,  develops  or creates any
      Licensee Improvements during the term of this Agreement, Licensee shall be
      the sole owner thereof.  However, Licensee will promptly inform NCT of the
      nature and scope of all such Improvements.

6.3   Joint  Discoveries.  In the event that Licensee and NCT jointly  discover,
      develop  or  create  any  intellectual   property  whether  patentable  or
      non-patentable that is not an Improvement or is an Improvement not covered
      by either Section 6.1 or 6.2 above, all rights and interest in and to such
      intellectual  property shall be owned equally by Licensee and NCT and each
      party hereby  grants to the other a royalty free,  perpetual,  irrevocable
      license to use and exploit any such intellectual property.

6.4   Dual Improvements. In the event Licensee and NCT jointly discover, develop
      or create any intellectual  property whether  patentable or non-patentable
      that is or could be an Improvement  under both Sections 6.1 and 6.2 above,
      all rights and  interest  in and to such  intellectual  property  shall be
      owned  equally by  Licensee  and NCT and each party  hereby  grants to the
      other a royalty free,  perpetual,  irrevocable  license to use and exploit
      any such intellectual property.

6.4   Individual  Discoveries.   In  the  event  that  either  Licensee  or  NCT
      individually discover, develop or create any intellectual property whether
      patentable  or  non-patentable,  that  is  not  an  Improvement  or  is an
      Improvement not covered by either Section 6.1 or 6.2 above, all rights and
      interest in and to such intellectual  property shall be owned by the party
      discovering, developing or creating the same.

6.5   Further  Assurances.  The parties shall take all action legally  permitted
      that may be necessary or  appropriate to assure full  compliance  with the
      provisions of this Article 6  notwithstanding  the fact that  intellectual
      property covered by this Article 6 may be discovered, developed or created
      by an employee of one of the parties hereto.


ARTICLE 7.  PAYMENTS, REPORTS AND RECORDS

Royalties shall be due and payable in U.S. dollars in immediately  available New
York, New York funds within thirty (30) days after the last business day of each
March,  June,  September  and December of each  calendar year during the term of
this  Agreement.  If requested  by NCT,  Licensee  shall direct its  independent
certified  public  accountants  at  Licensee's  expense  to  provide  NCT with a
certified  written royalty report (the "Royalty  Report") for each calendar year
of this  Agreement  within sixty (60) days of the end of each  calendar  year of
this  Agreement.  Such Royalty  Reports shall be prepared in accordance with the
standard reporting  procedures of such independent  certified public accountants
applied in a consistent  manner.  A similar Royalty Report shall be rendered and
royalty  payment shall be made within sixty (60) days after  termination of this
Agreement.



<PAGE>

ARTICLE 8.  TERM

The term of this Agreement  shall begin on the date hereof and,  unless extended
or earlier  terminated by the written agreement of the parties or the provisions
of Article 9 below,  shall expire  immediately upon either:  (i) with respect to
rights granted under any patent  hereunder,  the expiration of that patent under
applicable law; or (ii) with respect to the other rights granted hereunder, upon
the expiration of the last to expire of the patents licensed hereunder.


ARTICLE 9.  TERMINATION

9.1   General.  This  Agreement may be  terminated  prior to the end of the term
      provided in Article 8 above under any of the following  provisions of this
      Article.

9.2   Breach.  In the  event of a  material  breach  of this  Agreement,  if the
      defaulting  party fails to cure the breach within thirty (30) days, in the
      case of a breach involving non-payment of amounts to be paid hereunder, or
      sixty (60) days,  in the case of any other  kind of breach  following  its
      receipt of written  notice from the  non-defaulting  party  specifying the
      nature of the  breach  and the  corrective  action  to be taken,  then the
      non-defaulting  party may terminate this Agreement forthwith by delivering
      its written  declaration  to the  defaulting  party that this Agreement is
      terminated; provided any payment default will require the defaulting party
      to pay  interest  in order to cover  the  default  at the rate of the then
      current prime rate at The Chase Manhattan Bank N.A.

9.3   Insolvency.  If one of the parties becomes bankrupt or insolvent, or files
      a petition  therefor,  or makes a general  assignment  for the  benefit of
      creditors,   or  otherwise  seeks   protection  under  any  bankruptcy  or
      insolvency  law, or upon the  appointment of a receiver of the assets of a
      party  ("defaulting  party")  then the other party shall have the right to
      immediately terminate this Agreement upon written notice to the defaulting
      party provided, in any such instance, that said right of termination shall
      be postponed for as long as the defaulting  party continues to conduct its
      business in the ordinary course.

9.4   Survival.  Notwithstanding  the termination of this Agreement under any of
      the  provisions of this Article 9, the terms and  conditions of Articles 4
      and 5, and those  pertaining  to the  ownership of rights  acquired  under
      Article 6 shall survive  termination  of this Agreement and shall continue
      to be applicable and govern the parties with respect to the subject matter
      thereof.

9.5   Document Return.  Each party shall return to the other party within thirty
      (30)  days of the  date of  termination  under  either  Article  8 or this
      Article  9  all  of  the  Technical  Information  and  other  Confidential
      Information,  received pursuant to this Agreement  together with all other
      tangible property received for the implementation of this Agreement.


ARTICLE 10.  FORCE MAJEURE

In the event of enforced delay in the performance by either party of obligations
under this Agreement due to unforeseeable  causes beyond its reasonable  control
and without its fault or negligence, including, but not limited to, acts of God,
acts of the government, acts of the other party, fires, floods, strikes, freight
embargoes,  unusually severe weather,  or delays of  subcontractors  due to such
causes  (an  "Event  of  Force  Majeure"),  the  time  for  performance  of such
obligations  shall be extended  for the period of the enforced  delay;  provided
that the party seeking the benefit of the  provisions of this  paragraph  shall,
within ten (10) days after the beginning of any such enforced delay,  have first
notified the other party in writing of the causes and requested an extension for
the  period of the  enforced  delay and shall use all  reasonable  endeavors  to
minimize the effects of any Event of Force Majeure.


ARTICLE 11.  APPLICABLE LAW

The terms and conditions of this Agreement and the performance  thereof shall be
interpreted in accordance with and governed by the laws of the State of Delaware
and the United States of America.


ARTICLE 12.  DISPUTE RESOLUTION

The parties agree to attempt in good faith to resolve any dispute arising out of
or in  connection  with the  performance,  operation or  interpretation  of this
Agreement  promptly  by  negotiation  between  the  authorized  contacts  of the
parties.  If a dispute should arise, the authorized  contacts will meet at least
once and will  attempt to resolve  the  matter.  Either  authorized  contact may
request the other to meet within  fourteen (14) days, at a mutually  agreed time
and place.  If the matter has not been  resolved  within  thirty  (30) days of a
request being made for such a meeting,  the authorized  contacts shall refer the
matter to the  representatives of the parties who are responsible for matters at
the policy or strategic  level who shall meet within  fourteen  (14) days of the
end of the thirty (30) day period  referred to above,  at a mutually agreed time
and place.
<PAGE>
If the matter has not been  resolved  within thirty (30) days of a request being
made for this meeting, the parties shall proceed as follows:

     (a)  Any action,  suit or proceeding  where the amount in controversy as to
          at least one party,  exclusive of the interest and costs,  exceeds one
          million dollars (a "Summary  Proceeding"),  arising out of or relating
          to this  Agreement  or the breach,  termination  or validity  thereof,
          shall be litigated  exclusively  in the Superior Court of the State of
          Delaware  (the  "Delaware  Superior  Court")  as a summary  proceeding
          pursuant  to Rules  124-131 of the  Delaware  Superior  Court,  or any
          successor rules (the "Summary Proceeding Rules").  Each of the parties
          hereto  hereby  irrevocably  and  unconditionally  (i)  submits to the
          jurisdiction   of  the  Delaware   Superior   Court  for  any  Summary
          Proceeding,  (ii) agrees not to commence any Summary Proceeding except
          in the Delaware Superior Court,  (iii) waives, and agrees not to plead
          or to make,  any  objection to the venue of any Summary  Proceeding in
          the Delaware Superior Court,  (iv) waives,  and agrees not to plead or
          to make, any claim that any Summary Proceeding brought in the Delaware
          Superior   Court  has  been   brought  in  an  improper  or  otherwise
          inconvenient  forum,  (v) waives,  and agrees not to plead or to make,
          any claim that the Delaware Superior Court lacks personal jurisdiction
          over it, (vi) waives its right to remove any Summary Proceeding to the
          federal  courts  except  where such  courts  are vested  with sole and
          exclusive  jurisdiction  by statute and (vii)  understands  and agrees
          that it shall not seek a jury trial or punitive damages in any Summary
          Proceeding  based upon or arising out of or otherwise  related to this
          Agreement  and  waives any and all rights to any such jury trial or to
          seek punitive damages.

          (b)  In the event any action,  suit or proceeding  where the amount in
               controversy  as to at least one party,  exclusive of interest and
               costs,  does not exceed  One  Million  Dollars (a  "Proceeding"),
               arising  out of or  relating  to this  Agreement  or the  breach,
               termination or validity  thereof is brought,  the parties to such
               Proceeding  agree to make  application  to the Delaware  Superior
               Court to proceed under the Summary  Proceeding Rules.  Until such
               time as such  application is rejected,  such Proceeding  shall be
               treated  as  a  Summary  Proceeding  and  all  of  the  foregoing
               provisions of this Section relating to Summary  Proceedings shall
               apply to such Proceeding.

          (c)  In the event a Summary Proceeding is not available to resolve any
               dispute  hereunder,  the controversy or claim shall be settled by
               arbitration  conducted on a  confidential  basis,  under the U.S.
               Arbitration Act, if applicable,  and the then current  Commercial
               Arbitration  Rules  of  the  American   Arbitration   Association
               ("Association")  strictly  in  accordance  with the terms of this
               Agreement and the substantive  law of the State of Delaware.  The
               arbitration  shall be  conducted  at the  Association's  regional
               office located closest to Licensee's  principal place of business
               by three arbitrators, at least one of whom shall be knowledgeable
               in  Active  Technology  and one of  whom  shall  be an  attorney.
               Judgment upon the arbitrators'  award may be entered and enforced
               in any  court of  competent  jurisdiction.  Neither  party  shall
               institute a proceeding  hereunder unless at least sixty (60) days
               prior thereto such party shall have given  written  notice to the
               other  party  of its  intent  to do so.  Neither  party  shall be
               precluded  hereby from securing  equitable  remedies in courts of
               any  jurisdiction,  including,  but  not  limited  to,  temporary
               restraining  orders and  preliminary  injunctions  to protect its
               rights and  interests  but such shall not be sought as a means to
               avoid or stay arbitration.

          (d)  Licensee  hereby  designates and appoints The  Corporation  Trust
               Company  with  offices on the date hereof at 1209 Orange  Street,
               Wilmington,  DE 19801, as its agent to receive service of process
               in any Proceeding or Summary  Proceeding.  NCT hereby  designates
               and appoints Corporation Service Company with offices on the date
               hereof at 1013 Centre Road, Wilmington, DE 19805, as its agent to
               receive  such  service.   Each  of  the  parties  hereto  further
               covenants and agrees that, so long as this Agreement  shall be in
               effect, each such party shall maintain a duly appointed agent for
               the service of summonses  and other legal  processes in the State
               of Delaware and will notify the other parties  hereto of the name
               and  address  of  such  agent  if  it  is no  longer  the  entity
               identified in this article.


ARTICLE 13.   ANNOUNCEMENTS AND PUBLICITY; INDEPENDENT CONTRACTORS

Except for any disclosure  which may be required by law,  including  appropriate
filings  with the  Securities  Exchange  Commission,  neither  party may use the
other's name or disclose the terms of this Agreement  without the consent of the
other, which consent shall not be unreasonably withheld.

Each party to this Agreement is an  independent  contractor and neither shall be
considered the partner, employer, agent or representative of the other.



<PAGE>

ARTICLE 14.  SEVERABILITY

If any part of this  Agreement  for any  reason  shall be  declared  invalid  or
unenforceable,  such decision shall not affect the validity or enforceability of
any remaining  portion,  which shall remain in full force and effect;  provided,
however,  that in the event a part of this Agreement is declared invalid and the
invalidity or enforceability of such part has the effect of materially  altering
the obligations of any party under this Agreement,  the parties agree,  promptly
upon such  declaration  being  made,  to  negotiate  in good faith to amend this
Agreement  so as to put such  party in a position  substantially  similar to the
position such party was in prior to such declaration.


ARTICLE 15.  RIGHTS OF ASSIGNMENT; SUCCESSORS AND ASSIGNS

Neither NCT nor Licensee shall have any right to assign this Agreement or any of
their respective  rights or obligations  under this Agreement to any third party
except by operation of law or with the prior written consent of the other party.
In the event Licensee  wishes to assign any of its rights or  obligations  under
this  Agreement  to  an  Affiliate  of  Licensee,  NCT's  consent  will  not  be
unreasonably  withheld.  In the event NCT  wishes to assign any of its rights or
obligations under this Agreement to an Affiliate of NCT, Licensee's consent will
not be  unreasonably  withheld.  The provisions of this Agreement shall inure to
the benefit of, or be binding  upon,  the  successors  and assigns of each party
hereto.


ARTICLE 16.  NOTICES

Any  notices  under  this  Agreement  shall be in  writing  and  shall be deemed
delivered  if  delivered  by personal  service,  or sent by telecopy or by first
class  registered or certified  mail, or same day or overnight  courier  service
with  postage or charges  prepaid.  Unless  subsequently  notified in writing in
accordance  with this  Section by the other party,  any notice or  communication
hereunder shall be addressed to NCT as follows:

                  Noise Cancellation Technologies, Inc.
                  1025 West Nursery Road
                  Linthicum, Maryland 21090
                  Attention:  President
                  Telecopy No:  (410) 636-5989

                  to Licensee as follows:

                  DistributedMedia.com, Inc.
                  One Dock Street
                  Suite 300
                  Stamford, CT  06902
                  Attn:  President
                  Telecopy no. (203) 348-4106


ARTICLE 17.  TAXES

Licensee  shall be  solely  responsible  for any  sales,  use,  occupational  or
privilege  taxes,   duties,  fees  or  other  similar  charges  imposed  by  any
governmental  authority  in  connection  with  the  manufacture,   sale,  lease,
distribution,  use or other  disposition by Licensee of Licensed Products or the
Licenses  granted  hereunder.  Any other taxes,  including income taxes based on
royalties and other payments to NCT, shall be the responsibility of NCT.


ARTICLE 18.  INDEMNIFICATION

Each of NCT and Licensee  agrees to  indemnify,  defend,  and hold  harmless the
other party and each of its officers,  directors,  employees, agents, successors
and assigns  (hereinafter  referred to in the  aggregate in this section as "the
Indemnified Party") against any and all losses,  claims,  damages,  liabilities,
costs and expenses (including without limitation, reasonable attorneys' fees and
other  costs of defense of every kind  whatsoever  and the  aggregate  amount of
reasonable  settlement of any suit,  claim or proceeding)  which the Indemnified
Party may incur or for which the Indemnified  Party may become liable on account
of any suit,  claim or  proceeding  purporting  to be based  upon a  failure  to
perform  obligations  under this  Agreement  to be  performed by the other party
(hereafter  the  "Indemnifying   Party")  and  its  employees  or  agents.   The
Indemnified Party shall promptly advise the Indemnifying Party of any such suit,
claim or  proceeding  and shall  cooperate  with the  Indemnifying  Party in the
defense or settlement of such suit, claim or proceedings providing no settlement
shall be made without the consent of the Indemnified  Party, which consent shall
not be unreasonably  withheld. In any event, the Indemnified Party shall furnish
to the  Indemnifying  Party such  information  relating  to such suit,  claim or
proceeding  as the  Indemnifying  Party  shall  reasonably  request  for  use in
defending the same.



<PAGE>

ARTICLE 19.  MAINTENANCE AND DEFENSE OF LICENSED PATENTS

Throughout the term of this Agreement,  NCT shall maintain in force the Licensed
Patents.  In this  connection,  NCT shall  promptly pay all costs of any and all
continuations,    continuations-in-part,    divisions,   extensions,   reissues,
re-examinations,  or  renewals  of  the  Licensed  Patents,  including,  without
limitation,  the costs and expenses of any and all  attorneys,  experts or other
professionals engaged in connection with any of the foregoing.  In addition, NCT
shall actively  protect the Licensed Patents and shall institute all such suits,
actions or proceedings for infringement of any of the Licensed Patents as may be
necessary in this regard and shall defend and save harmless Licensee against any
suit, damage claim or demand, and any loss, cost or expense suffered as a result
thereof  (including  reasonable  attorneys  fees),  based on actual  or  alleged
infringement  of any patent or trademark or any unfair trade practice  resulting
from the exercise or use of any right or license  granted under this  Agreement.
Unless NCT shall have  received the advice of counsel that success on the merits
is reasonably certain, NCT shall be excused from its duty to commence and/or may
withdraw  from any  enforcement  action under the Licensed  Patents and Licensee
shall then be free to pursue enforcement of the Licensed Patents in its own name
and at its sole  expense  and risk,  but only to the  extent  such  infringement
occurs in the Market.  In the event NCT fails to protect the Licensed Patents as
aforesaid after notice of possible infringement from Licensee, Licensee shall be
entitled by itself to take  proceedings in the name of and with the  cooperation
of NCT  to  restrain  any  such  infringement  at  Licensee's  expense  and  for
Licensee's  benefit. In the event NCT fails to defend and save harmless Licensee
as herein  provided,  Licensee  shall be  entitled  by itself to take all action
necessary or advisable for its defense and shall be entitled to deduct all costs
and expenses  incurred in such defense from the amount of any royalties  payable
under this Agreement to the extent the same have not been covered by any amounts
awarded  to  Licensee  under  a  settlement  of or  judgment  rendered  in  such
proceeding.  NCT shall take all such action as may be  reasonably  requested  by
Licensee to assist  Licensee in the proper  prosecution  of its  defense.  Where
Licensee  proceeds  alone and  achieves an award from the  official  enforcement
forum in such an action brought by it, Licensee shall be entitled to retain such
award.  However,  any  compromise  of such  enforcement  action or concession of
invalidity or priority of invention of any patent whether in connection  with an
enforcement action or any other proceeding shall require NCT's participation and
express prior written  approval.  If NCT has elected to participate in and share
in the expense of any such enforcement action, any award shall be shared equally
by NCT and Licensee.

Notwithstanding  the  foregoing,  NCT shall have no  liability  to defend or pay
damages or costs to Licensee with respect to any claim of infringement  which is
based on an implementation not designed by NCT or that is modified by others, or
used or combined in a manner not contemplated by the transfer of NCT Technology.


ARTICLE 20.  WARRANTIES

NCT represents and warrants that it has the right,  power and authority to enter
into this Agreement and to grant the licenses and other rights  contained herein
to  Licensee as herein  provided  and that none of the same will breach or be in
violation of any agreement, license, or grant made with or to any other party by
NCT and that to the best of NCT's knowledge and belief the Licensed  Patents are
valid and do not infringe any other patent issued prior to the date hereof.


ARTICLE 21.  DISCLAIMER

EXCEPT AS  SPECIFICALLY  SET FORTH IN THIS AGREEMENT,  NCT HEREBY  DISCLAIMS ANY
EXPRESS OR IMPLIED WARRANTY OF THE ACCURACY,  RELIABILITY,  TITLE, TECHNOLOGICAL
OR  COMMERCIAL  VALUE,  COMPREHENSIVENESS  OR  MERCHANTABILITY  OF THE  LICENSED
PATENTS, THE LICENSED TECHNOLOGY, OR THE LICENSED PRODUCTS, OR THEIR SUITABILITY
OR FITNESS FOR ANY PURPOSE  WHATSOEVER.  NCT DISCLAIMS  ALL OTHER  WARRANTIES OR
WHATEVER NATURE, EXPRESS OR IMPLIED. NCT DISCLAIMS ALL LIABILITY FOR ANY LOSS OR
DAMAGE RESULTING,  DIRECTLY OR INDIRECTLY, FROM THE USE OF THE LICENSED PATENTS,
THE LICENSED TECHNOLOGY, OR THE LICENSED PRODUCTS, OTHER THAN THOSE ARISING FROM
CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES; WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THIS DISCLAIMER EMBRACES CONSEQUENTIAL
DAMAGES,  LOSS OF PROFITS OR GOOD WILL,  EXPENSES  FOR DOWNTIME OR FOR MAKING UP
DOWNTIME,  DAMAGES FOR WHICH LICENSEE MAY BE LIABLE TO OTHER PERSONS, DAMAGES TO
PROPERTY, AND INJURY TO OR DEATH OF ANY PERSONS.


ARTICLE 22.   SCOPE OF THE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior oral or written agreements
or  understandings  of the parties with regard to the subject matter hereof.  No
interpretation,  change,  termination or waiver of any provision hereof shall be
binding  upon a party  unless in writing  and  executed by the other  party.  No
modification,  waiver, termination,  recession, discharge or cancellation of any
right or claim under this  Agreement  shall affect the right of any party hereto
to enforce any other claim or right hereunder.


<PAGE>

IN WITNESS THEREOF,  Licensee and NCT have executed this Agreement  effective as
of the date first written above.

DISTRIBUTEDMEDIA.COM, INC.

By:     /s/ JAMES McMANUS
        -----------------------
Title:  President
Date:   January 25, 1999


NCT GROUP, INC.

By:     /s/ MICHAEL J. PARRELLA
        -----------------------
Title:  President
Date:   January 25, 1999

[Page Break]


                                    Exhibit A

                                   NCT Patents

                                Licensed Patents

Patents

[To be added by supplement]



Patents Pending Under Filed Applications
      Patents Pending  [To be added by supplement]


[Page Break]


                                    Exhibit B

                               Licensed Technology

1.    The unpatented technology contained in the patent applications filed or to
      be filed and listed on Schedule A hereto.

2.    The unpatented technology contained in the following disclosures for which
      patent applications are to be field:

1.    Multimedia Broadcast Network;
2.    Multimedia Broadcast Station; and
3.    Method for Administering a Multimedia Broadcast Station.

3.    The  unpatented  technology  in  NCT's  possession  which  NCT is  free to
      disclose and which supports,  amplifies, explains or enables the design or
      manufacture  of  products  embodying  any of the  claims  of the  Licensed
      Patents.


[Page Break]


                                    Exhibit C

                                    Royalties


Unit Royalties (Article 3.2) shall be at the rate of 6%.

Sublicensing Royalties (Article 3.3) shall be at the rate of 20%.