Consulting Agreement - Noise Cancellation Technologies Inc. and Morton Salkind
January 20, 1999
Mr. Morton Salkind
Lebencare, Inc.
RE: CONSULTING AGREEMENT
Dear Mr. Salkind:
This will confirm the arrangements, terms and conditions pursuant to which
Morton Salkind of Lebencare. Inc. ("Consultant"), has been retained to serve as
a management consultant and advisor to Noise Cancellation Technologies, Inc.,
("the Company"), for an Initial Period of one (1) year, automatically renewable
for a period of one (1) year, commencing on January 20,1999, 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 the 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 plan, evaluation of marketing plan,
strategic 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 January
20,1999. The term of this Agreement extends through January 19,2000.
This agreement is cancelable by either party after the first 90 days.
3. Available Time: Consultant shall make available such time as it. in
its sole discretion, shal1 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) Initial Period: A monthly retainer of $2500 commencing on January
20,1999 and paid at the end of the Initial Period.
(b) After Initial Period: A monthly retainer of $1500 commencing
after the Initial Period and paid monthly for the duration of the
contract.
(c) A cash performance bonus for extra services may be issued to
Consultant by Company at the Company's discretion.
1. Equity for Services: The Company will grant the Consultant a Five Year
(5) Stock Option in the Company's common stock for 600,000 shares of
the Company's common stock at the c1osing stock price per share as of
March 17,1999. The foregoing Options will vest at the end of the
Initial Period and v ill 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 fi1ed
by the Company. This option has been approved by the Board of
Directors.
2. 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.
3. Health Care: The Company agrees to provide health coverage at its cost
to the Consultant.
4. Communications: Company agrees to set up a private line for
communications between Consultant and Michael J. Parrella.
5. 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.
6. 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.
7. 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 resu1t of this Agreement unless and until such
information becomes generally known.
8. 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.
9. Assignment: This Agreement shall not be assignable by either party.
10. 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.
15. Notices: All notices will be sent via certified mail or overnight
courier such as Federal Express, to Mr. Morton Salkind, 431 Rte 10,
Randalph NJ 07869 and Noise Cancellation Technologies, Inc., One Dock
Street, Suite 300, Stamford, CT 06902, Attention: Michael J. Parrella.
16. 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 AND ACCEPTED:
Leben Care Inc.
By: /s/ Morton Salkind
Name: Mr. Morton Salkind
Title: Consultant
Date: 1/20/99
<PAGE>
NCTI
20 KETCHUM STREET
WESTPORT, CT. 06880
January 8, 2002
Mr. Morton Salkind
Lebencare,Inc.
RE: CONSULTING AGREEMENT
This will confirm the arrangements. terms and conditions pursuant to which
Morton Salkind of Lebencare, Inc. ("Consultant"), has been retained to serve as
an arrangement 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 January 19, 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 plan,
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 January 19, 2002.
The term of this Agreement extends through January 19, 2003.
3. Availab1e 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 January 19,
2002 and paid on January 19, 2003.
(b) A cash performance bonus for extra services may be
issued to Consultant by Company at the Company's discretion.
(c) All prior compensation agreements remain in full force
and effect.
5. Equity for Services:
The Company will grant the Consultant a Five Year (5) Stock
Option in the Company's common stock for 1.500.000 Shares of
the Company's common stock at the price per share of .079
which was the closing price as of January 7, 2002. The
foregoing Options will vest at the end 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. All previous options as
amended shall continue to be in full force and effect.
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 communications
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. Prior Agreements:
This Agreement is a continuation of the January 20, 1999
Consulting Agreement between the parties and its amendments
and extensions. The compensation and equity for services set
forth in this Agreement are in addition to the compensation
and equity for services set forth in the prior Consulting
Agreement, it's amendments and extensions, all of which are
hereby reaffirmed.
14. Assignment:
This Agreement shall not be assignable by either party.
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,
NCT GROUP, INC.
/s/ Michael J. Parrella
------------------------------------
Michael J. Parrella
President
NCT, Group, Inc.
AGREED & ACCEPTED:
Name: LEBENCARE, INC.
Consultant
/s/ Morton Salkind
-----------------------------------
By: Morton Salkind, Vice President
Dated: January 8, 2002
<PAGE>
AMENDMENT AND EXTENSION
OF CONSULTING AGREEMENT
DATED JANUARY 20,1999
BETWEEN NCT GROUP, INC.
AND
LEBEN CARE, INC.
WHEREAS, a Consulting Agreement was entered into between NCT Group, Inc.
(hereinafter referred to as "NCT") and Leben Care, Inc. (hereinafter referred to
as "LI") which commenced on January 20, 1999 and extends through January 19,
2000; and
WHEREAS, it is the desire of the parties hereto to amend and extend the
above agreement.
NOW THEREFORE, in consideration of the mutual promises contained herein, it
is agreed, as follows:
1. Paragraph 2, Term of the Agreement, shall be amended to read that the
term of t he agreement shall extend through January 19, 2001.
2. Paragraph 4, Compensation, shall be amended, as follows:
(a) In order to preserve the cash position of NCT, the monthly
retainer for the initial period of $2,500, which was not paid,
shall be due and payable, in cash, on January 19, 2001.
(b) Shall be amended to indicate that the retainer shall be the sum
of $2,500 per month from the initial period until January 19,
2001. The total amount due in cash under 4(a) and (b) shall be
$60,000 and shall be paid on or before January 19, 2001.
3. Paragraph 5, Equity for Services, this paragraph which grants the
Consultant a Five Year (5) Stock Option for 600,000 shares of
common stock is specifically reaf5rmed and an additional option
for 300,000 shares at $.41 per share as approved by the Board of
Directors in its stock option plan is hereby awarded to the
consultant under this agreement. Said options shall be vested
immediately.
4. All other terms and conditions of the Consulting Agreement,
except as modified herein, are hereby ratified, confirmed and are
in full force and effect between the parties.
NCT GROUP, INC.
By: /s/ Michael J. Parrella
--------------------------------
Michael J. Parrella
President
AGREED AND ACCEPTED
LEBEN CARE, INC.
By: /s/ Morton Salkind
-------------------------------
Name: Morton Salkind
Vice President
Title: Consultant
<PAGE>
FIRST AMENDMENT
OF CONSULTING AGREEMENT
DATED JANUARY 8, 2002
BETWEEN
NCT GROUP, INC.
AND
LEBENCARE, INC.
WHEREAS, a Consulting Agreement was entered into between NCT Group, Inc.
(Hereinafter referred to as "NCT") and Lebencare, Inc. (hereinafter referred to
as "LI") which commenced on January 8, 2002; and
WHEREAS, it is the desire of the parties hereto to amend the above
agreement because of substantial additional consulting services to be provided
internationally.
NOW THEREFORE, in consideration of the mutual promises contained herein, it
is agreed as follows:
1. Paragraph 1. Duties of Consultant: to the contents of the
paragraph shall be added a second paragraph as follows: "In
addition to the above consulting services, consultant will
provide such consulting services and advise pertaining to the
company's international business affairs as well as domestic, as
the company may, from time-to-time, request."
2. Paragraph 5. Equity for Services: the contents of the paragraph
shall be deleted and replaced with the following: "The company
hereby grants the consultant a five year (5) stock option in the
company's common stock for 1,500,000 shares of the company's
common stock at the price per share of $.079, which was the
closing price as of January 7, 2002. The company hereby further
grants to the consultant an additional option for 5,000,000
shares at the closing price on January 25, 2002 of $.09 per share
to induce consultant to undertake international consulting
services in addition to domestic consulting services. The
foregoing options will vest immediately 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. All previous options as
amended shall continue to be in full force and effect."
3. Commencement Date: Notwithstanding anything to the contrary, the
effective - date of the January 8, 2002 Consulting Agreement is
hereby changed to January 25, 2002 with the five year option
period to run through January 24, 2007.
4. Additional Consultants: If for any reason Morton Salkind of LI is
not available to perform services under this Agreement, it is
agreed that Carole Sa1kind or her designee is hereby authorized
to perform the consulting services as set forth in this
Consulting Agreement as well as in any other prior or future
Consulting Agreements entered into between NCT and LI.
Immediately upon the execution of this Agreement, Carole Salkind
shall be added to the health and life insurance provided by NCT
as such coverage is provided to Morton Salkind and executives and
employees of NCT. Said coverage is to be at the executive level.
5. All other terms and conditions of the Consulting Agreement,
except as modified herein, are hereby ratified, confirmed and are
in full force and effect between the parties.
AGREED & ACCEPTED:
NCT GROUP, INC. Name: LEBENCARE, INC.
/s/ Michael J Parrella /s/ Morton Salkind
------------------------------------ ----------------------------------
By: Michael J. Parrella, Chairman/CEO By: Morton Salkind, Vice President
<PAGE>
SECOND
AMENDMENT AND EXTENSION
OF CONSULTING AGREEMENT
DATED JANUARY 20, 1999
BETWEEN
NCT GROUP, INC.
AND
LEBEN CARE, INC.
Whereas, a Consulting Agreement was entered into between NCT Group, Inc.,
(hereinafter referred to as "NCT") and Leben Care, Inc. (Hereinafter referred to
as "LI") which commenced on January 20, 1999 and extends through January 19,
2000, and which was amended and extended by agreement through January 19, 2001;
and
WHEREAS, it is the desire of the parties hereto to amend and extend the
above agreement.
NOW THEREFORE, in consideration of the mutual promises contained herein, it
is agreed as follows:
1. Paragraph 2, Term of the Agreement, shall be amended to read that
the term of the agreement shall extend through January 19, 2002.
2. Paragraph 4, Compensation, shall be amended as follows:
(A) In order to preserve the cash position of NCT, the monthly
retainer for the initial period of $2.500, which was not paid,
shall be due and payable, in cash, on January 19, 2002. (B) Shall
be amended to indicate that the retainer shall be the sum of
$2,500 per month from the initial period until January 19, 2002.
The total amount due in cash under 4(a) and (b) shall be $90,000
and shall be paid on or before January 19, 2002.
3. Paragraph 5. Equity for Service, this paragraph which grants the
consultant a five year stock option is amended as follows:
(A) The five year stock option for 600,000 shares of common stock
is from January 19, 2001 at a price of $.2031 per share and an
additional option for 300,000 shares at $.41 per share, as
approved by the Board of Directors in its Stock Option Plan, is
specifically reaffirmed. The consultant is also hereby given an
additional option for 450,000 shares at a price of $.205 per
share as already approved by the Board of Directors. The options
contained herein shall be exercised within five years from
January 19, 2001. 4. All other terms and conditions of the
Consulting Agreement, except as modified herein and by the
previous amendment, are hereby ratified, confirmed and are in
full force and effect between the parties.
NCT GROUP, INC.
By:/s/ Michael J. Parrella
-------------------------------
Name: Michael J. Parrella
Chairman of the Board & CEO
AGREED AND ACCEPTED
LEBEN CARE, INC.
By: /s/ Morton Salkind
-------------------------------
Name: Morton Salkind
Vice President
Title: Consultant
<PAGE>
THIRD AMENDMENT
OF CONSULTING AGREEMENT
DATED JANUARY 20, 1999
BETWEEN
NCT GROUP, INC.
AND
LEBEN CARE, INC.
WHEREAS, a Consulting Agreement was entered into between NCT Group, Inc.,
(hereinafter referred to as "NCT") and Leben Care, Inc. (hereinafter referred to
as "LI") which commenced on January 20, 1999 and extends through January 19,
2000, and which was amended and extended by agreement through January 19, 2001;
and further amended and extended by agreement dated February 1, 2001.
WHEREAS, it is the desire of the parties hereto to amend the above
agreements because of substantial additional consulting services provided and
costs incurred by Leben Care over and above those contemplated in the original
agreement.
NOW THEREFORE, in consideration of the mutual promises contained herein. it
is agreed as follows:
1. Paragraph 5, Equity for Services: the contents of the paragraph
shall be deleted and replaced with the following language.
(A) The Consultant is hereby given the option to purchase 500,000
shares of common stock in NCT at a price of $0.13 per share which
option shall be exercised within five years from May 22, 2001. A
warrant for this option shall issue upon the execution of this
agreement for these shares.
(B) The Consultant has been granted various options for the purchase
of stock in exchange for services. It is the desire of both
parties to amend the various options and memorialize those
changes in this amendment. The Consultant is hereby granted the
following separate options for which separate warrants shall
issue upon the execution of this agreement The options shall be
at the price of $0.13 per share and shall be exercised within
five years from May 22, 2001. They are as follows:
A. 600,000 shares;
B. 300,000 shares;
C. 450,000 shares.
These options replace all options previously granted to
Consultant. The Company hereby represents that it has taken all
the necessary legal steps in order to issue these warrants in
accordance with applicable law.
2. All other terms and conditions of the Consulting Agreement,
except as modified herein and by the previous amendments, are
hereby ratified, confirmed and are in full force and effect
between the parties.
NCT GROUP, INC.
By:/s/ Michael J. Parrella
-----------------------------
Name: Michael J. Parrella
Chairman of the Board and CEO
Dated: May 22, 2001
AGREED AND ACCEPTED:
LEBEN CARE, INC.
By: /s/ Morton Salkind
-----------------------------
Morton Salkind