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                                      NCTI
                                20 KETCHUM STREET
                               WESTPORT, CT. 06880


September 30, 2002


Mr. Morton Salkind
Acme Associates, Inc.


RE:  CONSULTING AGREEMENT


This will  confirm  the  arrangements,  terms and  conditions  pursuant to which
Morton Salkind of Acme  Associates,  Inc.  ("Consultant"),  has been retained to
serve as a management consultant and advisor to Noise Cancellation Technologies,
Inc., ("the Company"), for one (1) year, automatically renewable for a period of
one (1) year,  commencing on September 30, 2002,  providing the Agreement is not
canceled  by either  party  after the  initial  period  of the first  year.  The
undersigned hereby agrees to the following terms and conditions:

1.   Duties of Consultant:
                    Consultant will provide such consulting  services and advice
                    pertaining to Company's  business affairs as the Company may
                    from time to time reasonably  request.  Without limiting the
                    generality  of the  foregoing,  Consultant  will  assist the
                    Company  in  corporate  development,  evaluating  merger and
                    acquisition   opportunities,    refining   business   plans,
                    evaluation  of  marketing  plan,   strategy  planning,   and
                    recruiting.  The  services  described  shall be  rendered by
                    Consultant  with the  direction  of the  Company and at such
                    time and place and in such manner  (whether  by  conference,
                    telephone,  letter or otherwise)  as Company and  Consultant
                    may mutually determine.

2.   Term of the Agreement:
                    The effective  date of this Agreement is September 30, 2002.
                    The term of this  Agreement  extends  through  September 30,
                    2003.

3.   Available Time:
                    Consultant shall make available such time as it, in its sole
                    discretion,  shall deem  appropriate  for the performance of
                    its  obligations  under  this  Agreement  and may in certain
                    circumstances  be entitled  to  additional  compensation  in
                    connection therewith.

4.   Compensation:
                    As compensation for  Consultant's  services  hereunder,  the
                    Company  shall pay to Consultant  compensation  for business
                    consulting services as follows:

                    (a) A monthly retainer of $2,500 commencing on September 30,
                    2002 and paid on September 30, 2003.

                    (b) A cash  performance  bonus  for  extra  services  may be
                    issued to Consultant by Company at the Company's discretion.

5.   Equity for Services:
                    The Company will grant the  Consultant a Five Year (5) Stock
                    Option in the Company's  common stock for 50,000,000  Shares
                    of the Company's  common stock at the price per share of .07
                    which was the closing  price as of September  30, 2002.  The
                    foregoing  Options will immediately vest and will be part of
                    the Stock Option Agreement to be created by the Company. The
                    shares  underlying  this  Option will be  registered  by the
                    Company with the next  registration  statement  filed by the
                    Company.  This  option  has been  approved  by the  Board of
                    Directors.

6.   Expenses:
                    The  Company   agrees  to  reimburse  the   Consultant   for
                    reasonable  out-of-pocket  expenses  related  to  performing
                    services on behalf of the Company.  Such expenses  typically
                    might include, but are not limited to, phone calls, postage,
                    shipping,  messengers,  travel,  meals and lodging expenses.
                    All travel will be pre-approved by the Company.

7.   Health Care:
                    The Company agrees to provide  health  coverage at its costs
                    to the Consultant.

8.   Communications:
                    Company agrees to set up a private line for communica- tions
                    between Consultant and Michael J. Parrella.

9.   Relationship:
                    Nothing herein shall constitute Consultant as an employee or
                    agent  of the  Company,  except  to  such  extent  as  might
                    hereinafter  be expressly  agreed for a particular  purpose.
                    Consultant  shall  not have the  authority  to  obligate  or
                    commit the Company in any manner whatsoever.

10.  Information:
                    The  Company  acknowledges  that  Consultant  will  rely  on
                    information   furnished  by  the  Company   concerning   the
                    Company's business affairs without independent certification
                    and  represents  that such  information  will be  materially
                    complete and correct.

11.  Confidentiality:
                    Except  in the  course  of  the  performance  of its  duties
                    hereunder,  Consultant agrees that it shall not disclose any
                    trade secrets,  know-how,  or other proprietary  information
                    not in  the  public  domain  learned  as a  result  of  this
                    Agreement   unless  and  until  such   information   becomes
                    generally known.

12.  Indemnification:
                    The  Company  agrees  to  indemnify  and hold  harmless  the
                    Consultant, its partners, officers, directors, employees and
                    each person who controls Consultant or any of its affiliates
                    from and against any losses,  claims,  damages,  liabilities
                    and  expenses  whatsoever  (including  reasonable  costs  of
                    investigation  or defending any action) to which they or any
                    of them may become  subject under any applicable law arising
                    out of  Consultant's  performance  under this  Agreement and
                    will  reimburse   Consultant  for  all  expenses  (including
                    counsel fees) as they are incurred.

13.  Assignment:
                    This Agreement shall not be assignable by either party.

14.  Prior Agreements:
                    This agreement  supercedes and replaces all prior agreements
                    between consultant (Acme Associates, Inc.) and the company.



15.  Governing Law:
                    This  Agreement  shall be deemed to be a contract made under
                    the laws of the State of  Connecticut  and for all  purposes
                    shall  be  construed  in  accordance  with  the laws of said
                    State.

16.  Notices:
                    All notices  will be sent via  certified  mail or  overnight
                    courier such as Federal Express, to Mr. Morton Salkind,  431
                    Route  10,  Randolph,   NJ  07869  and  Noise   Cancellation
                    Technologies,  Inc., 20 Ketchum Street,  Westport, CT 06880,
                    Attention: Michael J. Parrella.

17.  Board Approval:

                    This  Agreement has been approved by the Company's  Board of
                    Directors.


     Very truly yours,



     /s/ Michael J. Parrella
     ---------------------------
     Michael J. Parrella
     President
     NCT Group, Inc.


     AGREED & ACCEPTED:


     Name: ACME ASSOCIATES, INC.
           Consultant

     /s/ Morton Salkind
     ---------------------------
     By: Morton Salkind,
     Vice President
     Dated: September 30, 2002


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