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Sample Business Contracts

Settlement Agreement - West Nursery Land Holding LP and NCT Group Inc.

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                              SETTLEMENT AGREEMENT

     This Settlement  Agreement,  effective as of the 31st day of December 2002,
is  by  and  between  West  Nursery  Land  Holding  Limited  Partnership  ("West
Nursery"),  duly organized and existing under the laws of the State of Maryland,
and NCT Group,  Inc. ("NCT") a corporation duly organized and existing under the
laws of the State of Delaware and having their  principal  places of business at
20 Ketchum  Street,  Westport,  Connecticut  06880.  As used in this  Settlement
Agreement, the term "party" means NCT or West Nursery, as the context indicates,
and the term "party" means NCT and West Nursery.

     WHEREAS,  there is an action currently pending in the Superior Court of the
State of  Connecticut,  Judicial  District of Fairfield at Bridgeport,  entitled
West Nursery Land Holding Limited  Partnership v. NCT Group, Inc., Docket No. CV
02-0394383S (the "Action")

     WHEREAS,  in the Action,  West Nursery,  as plaintiff,  has asserted claims
against NCT as  defendant,  that West  Nursery is  entitled to payment  from NCT
under or in connection with two lease agreements as amended between West Nursery
and NCT relating to property  located at 1025 West Nursery Road,  Linthecum,  MD
(the "Leases"),  and a judgment  obtained by West Nursery against NCT entered on
or about  February 27, 2002 by the  District  Court of Maryland for Anne Arundel
County in the case entitled West Nursery Land Holding  Limited  Partnership  vs.
NCT Group, Inc. Case No. - 07-02-2619-2002 (" Judgment");

     WHEREAS,  in the Action, NCT has denied West Nursery's  allegations that it
is entitled to payment  under the Leases and the Judgment  and asserted  several
affirmative defenses; and

     WHEREAS, the parties,  after due consideration,  have determined to resolve
and settle any and all  claims,  controversies,  disputes  and causes of action,
whether asserted or unasserted,  known or unknown,  or whether in law, equity or
otherwise,  relating  to,  arising out of, or in any way  concerning  the Action
and/or the Leases  and/or the  Judgment,  without any  admission of liability or
wrongdoing  on the part of or on behalf of either  party,  pursuant to the terms
and conditions enumerated hereafter.

     1.   Consideration.

          A. This Settlement Agreement must be approved by the Superior Court of
     the State of Connecticut, Judicial District of Fairfield at Bridgeport (the
     "Court") after a hearing which shall be scheduled as soon as is practicable
     (the  "Hearing").  If the Court fails or refuses to approve this Settlement
     Agreement, it shall be of no force or effect on either party hereto.

          B.  Immediately  upon the occurrence of the last of (a) Court approval
     of this Settlement  Agreement and (b) West Nursery's  receipt of the shares
     of stock described in paragraph 1 (C) below,  NCT and West Nursery will (1)
     take all steps  necessary  to withdraw the Action with  prejudice  and will
     direct their  respective  attorneys  to execute and file a withdrawal  with
     prejudice  in the  form  attached  as  Exhibit  A and (2) will  direct  the
     attorneys  to  execute  and file a  Satisfaction  of  Judgment  in the form
     attached  hereto  as  Exhibit  B.  Each  party  will bear its own costs and
     expenses, including attorney fees.

          C. Within ten (10) days of the occurrence of the last of (a) execution
     and  delivery of this  Settlement  Agreement  by both parties and (b) Court
     approval of this Settlement Agreement, NCT shall issue to West Nursery that
     number of  shares  of NCT  common  stock,  par  value $ .01 per share  (the
     "Shares"),  having the aggregate value of $55,918.00 based upon a price per
     share which shall be the average of the closing prices of the shares on the
     NASD Over -the- Counter Electronic  Bulletin Board for each of the ten (10)
     trading days immediately preceding the date of this Agreement.

          D. In no event shall West  Nursery  sell or  transfer,  on any trading
     day, a number of Shares  that  exceeds  ten  percent  (10%) of the  ten-day
     average  trading  volume for the class of common  stock of which the Shares
     are a part, calculated as reported on the NASD Over -The-Counter Electronic
     Bulletin  Board  for the ten  trading  days  ending  with the  trading  day
     immediately preceding the day of West Nursery's sale or transfer.

          E. It is the intent of the parties  that,  upon delivery of the Shares
     to West Nursery,  resale of the Shares in the United States by West Nursery
     shall be exempt from  registration  under the  Securities  Act of 1933,  as
     amended  (as so  amended,  the  "Securities  Act"),  by virtue  of  Section
     3(a)(10) of the Securities Act. In connection therewith, the parties intend
     that the Court  approval  referred  to in  paragraph  1 of this  Settlement
     Agreement be after a hearing upon the fairness of the terms and  conditions
     of this Settlement Agreement.

          F. West Nursery  hereby  represents  to NCT that it is an  "accredited
     investor"  within the meaning of Rule 501(a) of  Regulation  D  promulgated
     under the Securities Act. West Nursery has such knowledge and experience in
     financial and business  matters that it is capable of evaluating the merits
     and risks of an investment in the Shares.  West Nursery recognizes that NCT
     has a limited financial and operating history and that an investment in any
     of the Shares  involves a high degree of risk.  West  Nursery  acknowledges
     receipt from NCT of information  satisfactory to West Nursery regarding NCT
     and the Shares. West Nursery has had an opportunity to review the books and
     records of NCT and an opportunity  to ask questions of and receive  answers
     from officers of NCT  concerning the Shares and the terms and conditions of
     this transaction, and all such questions have been answered to West Nursery
     's  satisfaction.  Nothing in this  Agreement  shall  affect in any way the
     obligation of a holder of Shares to comply with all applicable  Federal and
     State securities laws upon any resale of Shares.

          G. West Nursery and NCT agree that,  notwithstanding  any provision of
     this Agreement to the contrary,  at the option of West Nursery, its rights,
     obligations  and  interests  existing  prior to the date of this  Agreement
     shall be  reinstated  to the extent that a court of competent  jurisdiction
     shall  determine  that (1) the transfer of the Shares to West Nursery was a
     voidable  preferential  transfer or a  fraudulent  transfer or a fraudulent
     conveyance  under  state or federal law or (2) for any other  reason,  such
     transfer is rescinded, deemed to be rescinded or an amount is determined to
     be payable by West Nursery by virtue thereof to NCT or its representatives,
     successors, bankruptcy estate or federal or state receiver.

          2. No Admission of  Liability.  Nothing in this  Settlement  Agreement
     shall  be  construed  as  an  acknowledgment,   admission,  concession,  or
     stipulation of liability or wrongdoing by either party.

          3.  Leases.  The Leases and all  obligations  arising  thereunder  are
     hereby terminated

          4. Releases.

     A. Release by West Nursery.  In  consideration of receipt of the Shares and
of the  Companies  entering  into this  Agreement,  West Nursery  agrees to, and
hereby  does  irrevocably,  unconditionally  and  generally  release and forever
discharge  NCT  and  its  affiliates,   parents,   subsidiaries,   predecessors,
divisions, directors, officers, shareholders,  employees, agents, attorneys, and
successors and assigns from any and all actions, causes of action, suits, debts,
dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies,  agreements, promises, variances, trespasses, damages,
judgments, extents, executions, claims, counterclaims and demands whatsoever, in
law, admiralty or equity, known or unknown, against NCT, which West Nursery ever
had, or which West Nursery now has as of the date of this  Agreement  including,
but not  limited  to, any and all claims  arising  out of the Leases  and/or the
Judgment and/or which were asserted or could have been asserted in the Action.

     B.  Release by NCT. In  consideration  of West Nursery  entering  into this
Agreement,  NCT  agrees to, and hereby  does  irrevocably,  unconditionally  and
generally  release  and  forever  discharge  West  Nursery  and its  affiliates,
parents,   subsidiaries,    predecessors,    divisions,   directors,   officers,
shareholders,  employees, agents, attorneys, and successors and assigns from any
and all actions,  causes of action, suits, debts, dues, sums of money, accounts,
reckonings,  bonds, bills,  specialties,  covenants,  contracts,  controversies,
agreements,   promises,  variances,  trespasses,  damages,  judgments,  extents,
executions,  claims,  counterclaims and demands whatsoever, in law, admiralty or
equity, known or unknown, against West Nursery, which NCT ever had, or which NCT
now has as of the date of this Agreement including,  but not limited to, any and
all claims arising out of the Leases and/or  Judgment and/or which were asserted
or could have been asserted in the Action.

     C. The parties  declare that they fully  understand  the terms and scope of
the above  releases and that they have had the  opportunity to be, or have been,
advised by counsel in connection  with the above  releases and the settlement of
any and all potential disputes between them.

     5.  Modification  &  Amendments.  This  Settlement  Agreement  may  not  be
modified, altered, or amended except by written agreement of the parties.

     6. Waiver. Any waiver of any provision of this Settlement Agreement must be
in writing.  Any waiver or failure to enforce any  provision of this  Settlement
Agreement on one occasion will not be deemed a waiver of any other  provision or
of such provision on any other occasion.

     7. Binding  Effect.  This  Settlement  Agreement  shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns.

     8. Assignment of Claims.  West Nursery  represents and warrants that it has
not assigned  any claim that it had or may have  against  NCT,  its  affiliates,
parents,   subsidiaries,    predecessors,    divisions,   directors,   officers,
shareholders,   employees,   agents,  attorneys,  and  successors  and  assigns,
including  but not limited to the Judgment  and/or those claims set forth in the
Action.

     9.  Choice  of Law.  This  Settlement  Agreement  is made in the  state  of
Connecticut  and will be construed and governed in accordance  with  Connecticut
law as applied to contracts made and performed entirely within Connecticut.

     10.  Severability.  The provisions of this  Settlement  Agreement  shall be
deemed  severable.  Therefore,  if any  part or  provision  of  this  Settlement
Agreement is rendered void, invalid, or unenforceable, in any jurisdiction, then
such part or provision  shall be severed from the  remainder of this  Settlement
Agreement  only as to such  jurisdiction.  Such  severance  shall not affect the
validity or enforceability of the remainder of this Settlement  Agreement unless
the  severance  substantially  impairs the value of the whole  agreement  to any
party.

     11.  Entire  Agreement.  NCT and West  Nursery  declare  (a) that they have
carefully read this Settlement Agreement,  (b) that they know and understand its
contents, (c) that its execution is a voluntary and authorized act, and (d) that
they have not been influenced to execute it by any  representation  of the other
party not contained in this Settlement Agreement.  This Settlement Agreement has
resulted from negotiations  between parties who are represented by counsel,  who
have  substantially  equal bargaining  power, and who are under no compulsion to
execute or deliver a disadvantageous agreement. No ambiguity or omission in this
Settlement

Agreement shall be construed or resolved against a party on the ground that this
Settlement  Agreement or any of its  provisions  was drafted or proposed by that
party.

     12. Counterparts.

          A.  This  Settlement   Agreement  may  be  executed  in  two  or  more
     counterparts,  each of which shall be deemed an original,  and all of which
     together shall constitute one and the same instrument.

          B. This  Settlement  Agreement  shall be binding  upon the exchange of
     facsimile copies of signature pages from separately signed  originals,  and
     then  subsequently   formalized  by  the  prompt  exchange  of  the  signed
     originals.

          IN WITNESS  WHEREOF,  the parties  hereto have caused this  Settlement
     Agreement to be duly executed by their duly authorized  representatives  as
     of the effective date set forth above.

                                 WEST NURSERY LAND HOLDING
                                 LIMITED PARTNERSHIP,
                                 a Maryland limited partnership

                                 By: CABOT INDUSTRIAL PROPERTIES, L.P.
                                 a Delaware limited partnership, its Sole Member

                                 By: RREEF MANAGEMENT COMPANY,
                                 a Delaware e Corporation, its Authorized Agent

                                 By:  /s/        Laurie A. Marino
                                      ------------------------------------------

                                         Name:   Laurie A. Marino
                                         Title:  District Manager

                                 NCT GROUP, INC.
                                 By:  /s/
                                      ------------------------------------------
                                         Name:
                                         Title:


<PAGE>


     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Settlement
Agreement to be duly executed by their duly authorized representatives as of the
effective date set forth above.

                                 WEST NURSERY LAND HOLDING
                                 LIMITED PARTNERSHIP
                                 a Maryland limited partnership

                                 By: CABOT INDUSTRIAL PROPERTIES, L.P. a
                                 Delaware limited partnership, its Sole Member

                                 By: RREEF  MANAGEMENT  COMPANY,  a
                                 Delaware corporation, its Authorized Agent

                                 By:
                                     -------------------------------------------
                                         Name:
                                         Title:

                                 NCT GROUP, INC.

                                 By:  /s/         Cy E. Hammond
                                     -------------------------------------------
                                         Name:    Cy E. Hammond
                                         Title:   Sr. V.P. & C.F.O.