printer-friendly

Sample Business Contracts

Technology License - NCT Group Inc., Advancel Logic Corp. and Infinite Technology Corp.

Sponsored Links

                          TECHNOLOGY LICENSE AMENDMENT


     Effective June 30, 2000, this TECHNOLOGY  LICENSE  AMENDMENT  ("Amendment")
among  NCT  Group,  Inc.  ("NCT"),  a  Delaware   corporation,   Advancel  Logic
Corporation.   ("Advancel"),   a  California  corporation  and  a  wholly  owned
subsidiary  of NCT,  and Infinite  Technology  Corporation  ("ITC"),  a Delaware
corporation  amends and replaces in total the Strategic  Alliance and Technology
License  Agreement with effective date of May 8, 2000 among NCT,  Advancel,  and
ITC.

                                   WITNESSETH:

     WHEREAS,  Advancel has developed certain proprietary technology and designs
for  JAVA(TM)  embedded  microprocessors  to  significantly  enhance the rate of
instruction execution of such microprocessors. Advancel's technology and designs
are known as the "tiny J" (TJ) and "tiny2J"  (T2J)  microprocessor  designs (the
"TJ Technology" and the "T2J Technology," respectively);

     WHEREAS,   Advancel   has  entered  into  a  license   agreement   with  ST
Microelectronics  S.A.  and  Microelectonics  S.r.l.,  a French  and an  Italian
company,   respectively   (collectively   "ST")  for  the  license  and  further
development  of the T2J Technology  (the "ST  Agreement"),  a true,  correct and
complete copy of which has been attached and  incorporated  herein by reference;
and

     WHEREAS,  ITC has developed advanced DSP chip technology and is experienced
in the design, prototyping and manufacture of System on Chip products.

     NOW  THEREFORE,  in  consideration  of the above  and the  representations,
warranties and covenants hereinafter set forth, the parties agree as follows:

ARTICLE I        LICENSES

Section 1.1 TJ  Technology  License.  NCT and  Advancel  hereby  grant to ITC an
exclusive,  irrevocable worldwide license, with right to sublicense,  to design,
make,  use,  transfer,  market  and  sell  products  and  intellectual  property
(including software and microprocessor  designs) incorporating or based upon the
TJ  Technology.  Such  license  to  the  TJ  Technology  shall  continue  and be
irrevocable by NCT and Advancel for so long as ITC meets its continuing  royalty
payment obligations to NCT set forth in Article II herein.

Section 1.2 T2J  Technology  License.  NCT and  Advancel  hereby grant to ITC an
exclusive,  perpetual,  irrevocable  worldwide  license  to design,  make,  use,
transfer, market and sell products and intellectual property (including software
and microprocessor designs) incorporating or based upon the T2J Technology.  The
exclusivity of such license shall be subject to the rights of ST with respect to
the T2J  Technology  as set forth in the ST  Agreement  and any  amendments  and
changes that will be negotiated  for the ST  Agreement.  This license of the T2J
Technology  does not  include  the right to  sublicense  to any other  person or
entity.  Such license to the T2J Technology shall continue and be irrevocable by
NCT and  Advancel  for so long  as ITC  meets  its  continuing  royalty  payment
obligations to NCT set forth in Article II herein.

ARTICLE II       LICENSE FEES AND ROYALTIES

Section 2.1 Initial Payment. In consideration of the licenses granted in Article
I herein, ITC shall, issue to NCT shares of common stock of ITC having an agreed
upon  value of $5.00  per  share in  accordance  with the  quantity,  terms  and
conditions of ARTICLE VIII.

Section 2.2 Royalties for TJ Technology.  ITC agrees to pay to NCT the following
royalty on each  microprocessor  or semiconductor  chip sold by ITC utilizing or
incorporating the TJ Technology:

a.   $0.20 per chip for the first chips sold until  $100,000 of royalty has been
     paid;

b.   $0.15 per chip for the next  chips  sold until an  additional  $500,000  of
     royalty has been paid;

c.   $0.10 per chip sold by ITC  thereafter  until May 7, 2002, not counting the
     first  chips  sold  having an  aggregate  royalty  payment of  $600,000  as
     provided in Sections 2.2(a) and (b) above;

d.   $0.08 per chip sold by ITC  after  May 7,  2002 and the  aggregate  royalty
     payments have been paid as provided in Sections 2.2(a) and (b); and

e.   $0.05 per chip sold by ITC at any time after May 7, 2004.

Section 2.3 Royalties for T2J Technology. ITC agrees to pay to NCT the following
royalty on each  microprocessor  or semiconductor  chip sold by ITC utilizing or
incorporating the T2J Technology:

a.   $0.05 per chip for the first  chips  until  $1,000,000  in royalty has been
     paid; and

b.   $0.025 per chip sold by ITC at any time thereafter,  not counting the first
     chips sold as provided in Section 2.3(a) above.

Section 2.4 Sublicense  Fees. ITC agrees to pay to NCT the following  sublicense
fees for TJ technology  after any expenses  associated  with the granting of the
sublicense has been deducted:

a.   50% of all  sublicense  fees  received  from  the  effective  date  of this
     Amendment until May 7, 2002;

b.   30% of all sublicense fees received from May 8, 2002 until May 7, 2004; and

c.   20% of all sublicense fees received thereafter.

ARTICLE III      AUDITS

ITC  shall  keep  full  and  accurate  books  and  records  pertaining  to their
performance  under this Amendment for a period of at least three (3) years after
the date a given  monthly  payment  is made by ITC to NCT.  ITC shall  permit an
independent   certified  public  accountant   selected  by  NCT  and  reasonably
acceptable to ITC, to examine ITC's books and records,  at sole cost and expense
of NCT, upon reasonable  notice during normal working hours,  but not later than
three (3) years  following  the  payment in  question,  for the sole  purpose of
verifying the royalty payments and reports and accountings related thereto. Such
accountant  shall not  disclose  to NCT any  other  information  of ITC.  Prompt
adjustment shall be made to compensate for any errors or omissions  disclosed by
such  examination.  In the  event  such  examination  shows  underreporting  and
underpayment  in excess of five percent  (5%) for any twelve (12) month  period,
then ITC shall pay NCT the cost of such examination together with any additional
sum that would have been payable to the underpaid  Party had  underpaying  Party
reported  correctly,  plus  interest  at the rate of two per cent  (2%) over the
prime  rate as  published  in the Wall  Street  Journal  during  the  period  of
delinquency.

ARTICLE IV       DOCUMENTATION; FURTHER DEVELOPMENT

Section 4.1 Documentation; Further Assurances. NCT and Advancel agree to deliver
to ITC prior to Closing,  all  documentation,  files, data sheets,  presentation
material,  technology  files,  marketing data and other  information in whatever
form in their  possession  or  control  relating  to the TJ and T2J  Technology,
including  instruction set simulator  models written in the C language and final
Verilog models for each of the TJ and T2J processors. Such documentation,  files
and other materials shall include copies of all materials previously provided to
ST and Nihon Computer Company,  Ltd. of Japan. Each of NCT and Advancel,  on the
one hand, and ITC on the other, agree to cooperate and use their reasonable best
efforts  to  secure  and   transfer  to  ITC's   possession   all   information,
documentation, files and other materials regarding the TJ Technology and the T2J
Technology,  including the retrieval of such information,  documentation,  files
and other materials from prospective  customers,  individuals or other companies
given to such  customers,  individuals or other  companies by Advancel or any of
Advancel's former employees or consultants.

Section 4.2 Further  Development.  ITC agrees to use its  reasonable  efforts to
further  develop  the TJ  Technology.  ITC agrees to  commence  its  development
efforts as soon as practical  after Closing.  ITC, at its sole  discretion,  may
discontinue development of TJ Technology at any time.

Section 4.3 Ownership. ITC shall own all right, title and interest in and to the
improvements and modifications of and further  developments in the TJ Technology
and the T2J Technology as developed by ITC under this Article IV and thereafter,
provided that the royalty payment obligations of ITC to NCT set forth in Article
II herein shall continue.

ARTICLE V        This Section Left Intentionally Blank.

ARTICLE VI       ADVANCEL EMPLOYEES AND ASSETS

Section 6.1 Advancel Employees.  ITC shall have the unconditional right to offer
employment or consulting positions with ITC to any current or former employee or
consultant of Advancel. NCT and Advancel shall use their reasonable best efforts
to encourage  and  convince  current and former  employees  and  consultants  of
Advancel to accept  positions with ITC if offered by ITC. If any such individual
agrees to release NCT and Advancel from any and all claims and disputes  arising
from their prior  relationship  with  Advancel,  NCT and Advancel shall agree to
release such individual  from any and all claims and disputes  arising from such
relationship,  so long as they  agree to work  and/or  consult  with ITC in good
faith for a minimum of two years.  NCT and  Advancel  shall  indemnify  and hold
harmless ITC from any claims or disputes  arising  between NCT and Advancel,  on
the one hand,  and any current or former  employee or  consultant of Advancel on
the other.

Section 6.2 Assets.  ITC shall have the right to take possession of and Advancel
hereby agrees to assign,  transfer and convey to ITC all of its right, title and
interest in and to its tangible assets,  including without limitation computers,
hard drive  memory  devices  with the contents  therein,  CAD tools,  furniture,
network assets, telephones and all other equipment ("Assets").  NCT and Advancel
shall  deliver the Assets to ITC prior to Closing at the address in Section 14.7
below. ITC shall assume no liabilities of Advancel;  and, NCT and Advancel agree
to indemnify ITC and hold ITC harmless from any such liabilities. Advancel shall
deliver to ITC upon  reasonable  request any  documents,  bills of sale or other
instruments to record or evidence such transfer and assignment of assets to ITC.

ARTICLE VII      STRATEGIC ALLIANCE

Section 7.1 Apogee  Software.  Except as provided in or  contemplated  by the ST
Agreement,  NCT shall assist ITC in the  assumption  of all rights to the Apogee
software  and  support  tool  under the  agreement  between  Apogee  and NCT and
Advancel.  Should  Apogee agree,  NCT and Advancel  agree to transfer its rights
under the Apogee Software to ITC.

Section 7.2 NCT Algorithms. NCT agrees to negotiate in good faith to license its
algorithms to ITC on a non-exclusive basis for use by ITC with any ITC-developed
technology at customary terms on an arms-length basis.

Section 7.3 First Offer Option.  NCT and Advancel hereby grant to ITC the option
to acquire  all of NCT's and  Advancel's  right,  title and  interest  in the TJ
Technology  and the T2J  Technology  at a price to be  determined  in good faith
negotiations  between the parties.  If there is sustained,  broad market support
for the price per share of ITC's  common  stock,  the parties may agree that ITC
may purchase such technology by the issuance of ITC common stock. If the parties
are  unable to come to terms for the  exercise  of such  option,  such  right to
acquire shall  extinguish  provided  that NCT and Advancel  keep ITC  reasonably
informed of any  intention  to sell their  right,  title and  interest in the TJ
Technology and the T2J Technology.


ARTICLE VIII          Closing

Section   8.1  Date.   Closing   of  this   Agreement   shall   take   place  on
____________________,  2000,  at 10.00 a.m.  at the  offices of ITC,  or at such
other time, date and place as may be mutually agreed to by the parties.

Section 8.2 ITC Stock.  At the Closing and upon delivery to ITC of the documents
provided in Section 8.3, ITC shall deliver the following:

a.   Certificate representing 1,200,000 shares of common stock of ITC.

Section 8.3 NCT Documents.  At the Closing NCT and Advancel shall deliver to ITC
the following:

a.   The documents and technology files and other  information  pertaining to TJ
     and T2J Technology as described in Section 4.1;

b.   The Assets as described in Section 6.2;

ARTICLE IX       Confidentiality

Section  9.1  Confidential  Information.  Each Party  transferring  confidential
information to the other Party shall assess all  information  transferred  under
this  Amendment to determine  the  requirement  or lack thereof for treatment as
Confidential  Information by the Receiving Party. Except as provided herein, the
Receiving  Party  agrees  to use the  same  care  and  discretion,  but at least
reasonable  care  and  discretion,   to  avoid   disclosure,   publication,   or
dissemination of received ITC or received NCT Confidential  Information,  as the
case may be, outside of the Receiving  Party as the Receiving Party employs with
similar information of its own which it does not desire to publish, disclose, or
disseminate  or  to  permit   unauthorized  use  by  others.   All  Confidential
Information  transferred under this Amendment shall be conspicuously  marked (on
each page which is loose leafed, or on the cover of permanently bound documents)
by the Transferring  Party with an appropriate and conspicuously  obvious legend
such as "ITC Confidential Information ", or "NCT Confidential  Information",  or
any other appropriate confidentiality legend, as the case may be, such legend to
clearly  indicate to a person viewing or otherwise  accessing  such  information
that it is of a confidential nature.

Section 9.2 Non-Tangible Form. Any transfer of Confidential Information which is
made in non-tangible  form (for example,  orally or visually) shall be confirmed
in writing by the Transferring  Party together with a written summary thereof to
the Receiving Party, with a copy to the Program Managers of both Parties, within
thirty (30) days after the date of such transfer.

Section 9.3 Period of Confidentiality.  The period of confidentiality applicable
to  Confidential  Information  transferred  under the  provisions of Section 9.1
shall extend  throughout the period of use under the license grants in Article I
and for five (5) years thereafter in respect of all ITC Confidential Information
included in the RADcore  Technology Package and for five (5) years measured from
the  date of  first  receipt  under  this  Amendment  in  respect  of all  other
Confidential Information.

Section 9.4 Third Party Disclosure.  Disclosure to a third party of Confidential
Information  disclosed by a Transferring  Party to a Receiving  Party under this
Amendment shall not be precluded if such disclosure is:

a.   In response to a valid order of a court or other  governmental  body of the
     United States or any political subdivision thereof; provided, however, that
     the Receiving  Party shall first have made a good faith effort  promptly to
     obtain a protective  order requiring that the information  and/or documents
     so  disclosed  be used only for the purpose for which the order was issued;
     or

b.   Otherwise required by law.

Section 9.5 Exceptions.  The  obligations  specified above will not apply to any
Confidential Information which is disclosed to a Receiving Party hereto, that:

a.   Is already in the possession of the Receiving  Party without  obligation of
     confidence;

b.   Is independently developed by the Receiving Party;

c.   Is or becomes publicly available without breach of this Amendment;

d.   Is lawfully  obtained by the Receiving  Party from a third party or parties
     without the duty of confidentiality to the third party; or

e.   Is  released  for  disclosure  by the  Transferring  Party with its written
     consent.

ARTICLE X        Publicity

Neither Party shall  disclose any of the terms and  conditions of this Amendment
to any third party  without the prior  consent of the other Party.  However both
Parties  may  disclose  to third  parties  and  publish  the  existence  of this
Amendment and the general  subject  matter  thereof  without prior consent of or
notice to the other Party.  Any additional  disclosure or publication of details
of this Amendment or the  relationship  between the Parties under this Amendment
shall be subject to the prior written  agreement to the content and form thereof
by both Parties.

ARTICLE XI       Indemnification

Section 11.1 Infringement.  NCT agrees that it will at its expense timely defend
any suit  instituted  against ITC and indemnify ITC against any award of damages
and costs made  against  ITC in any such suit  insofar as the same is based on a
claim that ITC's use of the TJ Technology  and T2J  Technology in the design and
sale of integrated  circuits infringes any United States Patent,  Copyright,  or
trade  secret  right  provided  ITC gives NCT  timely  notice in  writing of the
institution  of such suit and permits NCT through its counsel to defend the same
and provides, at the expense of NCT, all available  information,  assistance and
authority to so defend.  If the infringement was caused by ITC's specific use of
other technology in conjunction with the T2J or TJ technology and the use of the
other technology results in an infringement,  NCT is relieved of any obligations
defined in Article  XI. NCT shall have  control of the  defense of any such suit
including appeals and of all negotiations for settlement, including the right to
effect the settlement or compromise thereof.

Section 11.2 Remedy.  If use of the TJ Technology  and T2J Technology by ITC is,
in any suit, held to constitute infringement and use thereof by ITC is enjoined,
NCT may at its option and expense  procure  for ITC the right to continue  using
the TJ Technology  and T2J Technology or replace or modify the TJ Technology and
T2J Technology so that it becomes  non-infringing,  provided,  however, that the
essential attributes of the TJ Technology and T2J Technology remain the same.

Section 11.3 LIMITATION OF LIABILITY.  THE FOREGOING STATES THE ENTIRE LIABILITY
OF NCT FOR INFRINGEMENT OF COPYRIGHTS, PATENTS, TRADE SECRETS, OR OTHER PROPERTY
RIGHTS.

ARTICLE XII      REPRESENTATIONS AND WARRANTIES OF NCT AND ADVANCEL

NCT and Advancel  jointly and  severally  represent and warrant to ITC as of the
date hereof as follows:

Section 12.1 Incorporation;  Power and Authority;  No Conflict.  Each of NCT and
Advancel (a) is duly  incorporated,  validly existing and in good standing under
the laws of its place of incorporation; and (b) has the full power and authority
to own and operate its assets and to enter  into,  execute,  deliver and perform
this  Amendment,  grant the License  Rights  granted herein and has obtained all
necessary  approvals to enter into and perform this  Amendment.  The  execution,
delivery and performance of this Amendment by NCT and Advancel respectively will
not  violate,  conflict  with or result in a default  under its  certificate  of
incorporation, bylaws or other Agreements by which it or its assets are bound.

Section 12.2  Enforceability.  This Amendment is valid,  binding and enforceable
against each of NCT and  Advancel in  accordance  with its terms,  subject as to
enforceability  as to laws affecting  bankruptcy,  creditors  rights and general
equitable principles.

Section 12.3   This Section Left Intentionally Blank.

Section 12.4   ITC Common Stock.

a.   No  Registration.  NCT fully  understands  that the ITC common  stock to be
     issued  hereunder  (the "ITC  Shares")  has not been  registered  under the
     Securities Act or under any state  securities  laws and that no transfer of
     the Common Stock or any interest therein may be made, except pursuant to an
     effective  registration  statement  under the Securities Act and applicable
     state securities laws or an exemption therefrom.

b.   Investment  Intent.  NCT is  purchasing  the ITC Shares  solely for its own
     account  and not as  nominee  or agent for any other  person and not with a
     view to, or for offer or sale in connection with, any distribution  thereof
     (within the  meaning of the  Securities  Act and the rules and  regulations
     promulgated thereunder) that would be in violation of the federal and state
     securities laws.

c.   Accredited  Investor.  NCT is (i) an "accredited  investor" as that term is
     defined in Rule 501(a)  promulgated under the Securities Act, (ii) has such
     knowledge and experience of financial,  business and investment  matters as
     to be capable of evaluating the merits and risks of this investment,  (iii)
     has the ability to bear the economic risks of this investment, and (iv) has
     been afforded the  opportunity to ask questions of, and to receive  answers
     from ITC and to obtain additional  information,  to the extent ITC has such
     information  or could  have  acquired  it  without  unreasonable  effort or
     expense,  all as necessary for NCT to make an informed  investment decision
     with respect to the purchase of the ITC Shares.

d.   Transfer Restrictions.  NCT understands and agrees that the transfer of the
     ITC Shares  purchased  under this Amendment is subject to the conditions of
     this Amendment.  If NCT desires to sell or otherwise  dispose of all or any
     part of the ITC Shares  (other than  pursuant to an effective  registration
     statement  under the  Securities  Act or a sale or other  disposition  made
     pursuant to Rule 144  promulgated  under the Securities Act) and if all the
     other  conditions in this  Amendment  concerning  such sale or disposal are
     satisfied,  NCT shall  deliver  to ITC an opinion  of  counsel,  reasonably
     satisfactory  in  form  and  substance  to  ITC,  that  an  exemption  from
     registration  under  the  Securities  Act is  available.  All  certificates
     representing  any of the  ITC  Shares  subject  to the  provisions  of this
     Amendment   shall  have  been   endorsed  on  the  face  thereof  a  legend
     substantially as follows:

               THE  SHARES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
               REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED.  THE
               SHARES HAVE BEEN ACQUIRED FOR  INVESTMENT AND MAY NOT BE OFFERED,
               SOLD OR  OTHERWISE  TRANSFERRED  IN THE  ABSENCE OF AN  EFFECTIVE
               REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR AN EXEMPTION
               FROM  THE  REGISTRATION  REQUIREMENTS  OF SAID  ACT  THAT IS THEN
               APPLICABLE TO THE SHARES,  AS TO WHICH A PRIOR OPINION OF COUNSEL
               MAY BE REQUIRED BY THE ISSUER OR THE TRANSFER AGENT.

e.   Registration  of Securities.  ITC agrees that if, at any time and from time
     to time,  the Board of  Directors  of ITC shall  authorize  the filing of a
     registration  statement  under the  Securities  Act of 1933  ("Registration
     Statement"),  ITC will (i)  promptly  notify  NCT  that  such  Registration
     Statement will be filed and that the ITC shares which are then held by NCT,
     will be included in such Registration  Statement at NCTs' request.  The ITC
     shares  held by NCT will be  registered  on a best  efforts  basis,  in the
     Registration  Statement,  subject  to  underwriter  approval,  and  may  be
     withheld by the underwriter at its sole discretion.

ARTICLE XIII    REPRESENTATIONS AND WARRANTIES OF ITC

ITC  represents  and  warrants  to NCT and  Advancel  as of the date  hereof  as
follows:

Section 13.1 Incorporation;  Power and Authority;  No Conflict.  ITC (a) is duly
incorporated,  validly existing and in good standing under the laws of its place
of  incorporation;  and (b) has the full power and  authority to own and operate
its assets and to enter into,  execute,  deliver and perform this  Amendment and
has obtained all necessary  approvals to enter into and perform this  Amendment.
The  execution,  delivery  and  performance  of this  Amendment  by ITC will not
violate,  conflict  with  or  result  in a  default  under  its  certificate  of
incorporation, bylaws or other Amendments by which it or its assets are bound.

Section 13.2  Enforceability.  This Amendment is valid,  binding and enforceable
against ITC in accordance  with its terms,  subject as to  enforceability  as to
laws affecting bankruptcy, creditors rights and general equitable principles.

Section  13.3 ITC Shares.  When issued  against the  consideration  contemplated
hereby,  each  share of ITC  common  stock to be issued  hereunder  will be duly
authorized, validly issued, fully paid and non-assessable.

ARTICLE XIV      MISCELLANEOUS

Section 14.1 Successors and Assigns. Except as otherwise provided herein, all of
the terms and provisions of this Amendment shall be binding upon, shall inure to
the benefit of and shall be enforceable by the respective successors and assigns
of the parties hereto.  Except as otherwise  specifically  authorized herein, no
party to this Amendment may assign any of its rights under this Amendment to any
third party  without  the express  prior  written  consent of the other  parties
hereto which consent will not be unreasonably withheld.

Section  14.2  Entire   Agreement.   This  Amendment   constitutes   the  entire
understanding  and agreement  between the parties  hereto and replaces all prior
Agreements,  including  the  Agreement  dated May 8, 2000,  with  respect to the
subject matter hereof. This Agreement cannot be modified or amended except by an
agreement in writing executed by both parties hereto.

Section  14.3  Export  License.  Each Party  agrees that it will not in any form
export, re-export, resell, ship, or divert or cause to be exported, re-exported,
resold,  shipped or diverted,  directly or indirectly,  any product or technical
data or software  furnished  hereunder,  or the direct product of such technical
data or software to or which the United States  Government or any agency thereof
at the  time of  export  or  re-export  requires  an  export  license  or  other
governmental approval without first obtaining such license or approval.

Section 14.4  Contingency.  Anything  contained in the Amendment to the contrary
notwithstanding,  the performance of the obligations of the Parties hereto shall
be subject to all laws,  both  present  and  future,  of any  government  having
jurisdiction over the Parties hereto, and to orders, regulations, directions, or
requests of any such  government,  or any  department,  agency,  or  corporation
thereof,  and to any  contingencies  resulting from war, acts of public enemies,
strikes or other labor disturbances,  fires,  floods, acts of God, or any causes
of like or  different  kind beyond the control of the  Parties,  and the Parties
hereto  shall be  excused  from  any  failure  to  perform  or any  delay in the
performance of any  obligation  hereunder to the extent such failure or delay is
caused by any such law, order, regulation, direction, request, or contingency.

Section 14.5 No Joint  Venture,  Agent.  Nothing  contained  herein,  or done in
pursuance of this  Amendment,  shall  constitute  the Parties as entering upon a
joint  venture or shall  constitute  either Party hereto the agent for the other
Party for any purpose or in any sense whatsoever.

Section 14.6  APPLICABLE LAW. THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE
INTERPRETATION,  VALIDITY  AND  PERFORMANCE  OF THE  TERMS  OF  THIS  AMENDMENT,
REGARDLESS  OF THE LAW THAT MIGHT BE APPLIED  UNDER  PRINCIPLES  OF CONFLICTS OF
LAW.

Section 14.7 Notice. Any notices required or permitted  hereunder shall be given
to the appropriate  party at the address provided below or at such other address
as the party shall  specify in writing.  Such notice  shall be deemed given upon
personal delivery; if sent by telephone facsimile, upon confirmation of receipt;
or if sent by certified or registered mail,  postage  prepaid,  three days after
the date of mailing.  Notice hereunder shall be deemed to have been sufficiently
given when delivered in writing by certified  mail return  receipt  requested by
either Party to the other and directed to: If to NCT: If to INFINITE TECHNOLOGY:

   NCT Group, Inc.                              Infinite Technology Corporation
   20 Ketchum Street                            1778 North Plano Road
   Westport, CT  06880                          Suite 310
   Attn:  President                             Richardson, TX 75081-1958
                                                Attn:  President

Section  14.8  Change of  Address.  Either  Party may change its address for the
purposes of this  section by a notice given to the other Party in the manner set
forth above.

Section 14.9  Integration.  This Amendment and any documents or Amendments to be
executed and delivered pursuant hereto,  contain the entire understanding of the
parties with respect to the subject matter hereof.

Section  14.10  Descriptive  Headings.  The headings in this  Amendment  are for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning of terms contained herein.

Section  14.11  Waivers.  No waiver of any term,  provision or condition of this
Amendment, in any one or more instances, shall be deemed to be or construed as a
further  waiver of any such term,  provision  or condition or as a waiver of any
other term, provision or condition.

Section 14.12 Severability.  If any provision herein, or the application thereof
to any  circumstance,  is found to be  unenforceable,  invalid or illegal,  such
provision  shall be deemed deleted from this Amendment or not applicable to such
circumstance,  as the case may be, and the remainder of this Amendment shall not
be affected or impaired thereby.

Section 14.13 Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original,  but all of which shall constitute one and
the same instrument.

Section 14.14  Disputes.  The Parties agree that any disputes which arise out of
or are based upon this Amendment shall be subject to the following procedures:

a.   before  proceeding  under Section 14.14,  executive  level managers of both
     Parties will meet promptly and together review a presentation by each Party
     concerning the matter in dispute.  Only if the executive level managers are
     unable to resolve the dispute  within thirty (30) days of the meeting shall
     either Party be free to institute a claim or action.

b.   if  proceedings  under  Section  14.14 a. fail to  revolve a  dispute,  the
     Parties  agree to submit  such  dispute  to  mediation  before any legal or
     administrative  process may be initiated by either Party,  except  disputes
     relating to intellectual property that by their nature require immediate or
     extraordinary  relief.  There shall be a forty-five  (45) day time limit on
     this mediation  process,  beginning from the initial request for mediation,
     after which legal  remedies may be initiated by either  Party.  The Parties
     agree to cooperate in good faith in the selection of an  independent  third
     party mediator,  and to share equally the costs of the mediator's services.
     Each  Party  shall  bear  their  own  legal  expenses  associated  with the
     mediation process.
<PAGE>


     IN  WITNESSETH  WHEREOF,  the parties  have  executed  and  delivered  this
Amendment with legal and binding effect as of the date first above written.



   NCT GROUP INCORPORATED                     INFINITE TECHNOLOGY CORPORATION


   By:  /s/ MICHAEL J. PARRELLA               By: /s/ TIMOTHY SMITH
   Name: Michael J. Parrella                  Name: Timothy Smith
   Title: Chairman & C.E.O.                    Title:   C.E.O.


   ADVANCEL LOGIC Corporation



   By: /s/ CY E. HAMMOND
   Name: Cy E. Hammond
   Title: C.F.O.