Sample Business Contracts

Consulting Agreement - Noise Cancellation Technologies Inc., Morton Salkind and Steven Salkind

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                                NCT GROUP, INC.
                               20 KETCHUM STREET
                              WESTPORT, CT. 06880

December 26, 2002

Mr. Morton Salkind
Mr. Steven Salkind


This will  confirm  the  arrangements,  terms and  conditions  pursuant to which
Morton Salkind and Steven Salkind of Motorworld,  Incorporated  ("Consultants"),
has been  retained  to serve as  management  consultants  and  advisors to Noise
Cancellation   Technologies,   Inc.,   ("the   Company"),   for  one  (1)  year,
automatically renewable for a period of one (1) year, commencing on December 26,
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:

During the term of this  agreement,  consultants  shall provide the company with
such regular and customary  consulting advice as is reasonably  requested by the
company, provided that consultants shall not be required to undertake duties not
reasonably  within the scope of the financial and consulting  advisory  services
contemplated by this agreement. It is understood and acknowledged by the parties
that the value of the consultants' advice is not readily quantifiable,  and that
consultants shall be obligated to render advice upon request of the company,  in
good faith,  but shall not be obligated to spend any specific  amount of time in
so doing.  Consultants' duties may include,  but will not necessarily be limited
to,  providing  recommendations  concerning the following  financial and related

     a.   Disseminating   information   about  the  company  to  the  investment
          community at large;

     b.   Rendering  advice and assistance in connection with the preparation of
          annual and interim reports and press releases;

     c.   Assisting in the company's financial public relations;

     d.   Arranging,  on behalf of the company,  at appropriate times,  meetings
          with securities analysts of major regional investment banking firms;

     e.   Rendering advice with regard to internal operations, including:

          1)   The formation of corporate goals and their implementation;

          2)   The   company's   financial   structure   and  its  divisions  or

          3)   Securing,   when  and  if  necessary  and  possible,   additional
               financing through banks and/or insurance companies; and

          4)   Corporate organization and personnel; and

     f.   Rendering advice with regard to any of the following corporate finance

          1)   Changes in the capitalization of the company;

          2)   Changes in the company's corporate structure;

          3)   Redistribution of shareholdings of the company's stock'

          4)   Offerings of securities in public transactions;

          5)   Sales of securities in private transactions;

          6)   Alternative uses of corporate assets;

          7)   Structure and use of debt; and

          8)   Sales of stock by insiders pursuant to Rule 144 or otherwise.

     In addition to the  foregoing,  consultants  agree to furnish advice to the
     company in  connection  with (i) the  acquisition  and/or merger of or with
     other companies,  divestiture or any other similar transaction, or the sale
     of the company itself (or any significant percentage,  assets, subsidiaries
     or affiliates  thereof),  and (ii) financings,  including private financing
     and financing  from  financial  institutions  (including but not limited to
     lines of credit,  performance  bonds,  letters  of  credit,  loans or other

     Consultants  shall  render such other  financial  advisory  and  consulting
     services  as may from time to time be agreed  upon by  consultants  and the

2.   Term of the Agreement:

The  effective  date of this  Agreement is December  26, 2002.  The term of this
Agreement extends through December 26. 2003.

3.   Available Time:

Consultants  shall make available  such time as they, in their sole  discretion,
shall deem  appropriate  for the  performance  of their  obligations  under this
Agreement   and  may  in  certain   circumstances   be  entitled  to  additional
compensation in connection therewith.

4.   Compensation:

As compensation  for Consultants  services  hereunder,  the Company shall pay to
Consultants compensation for business consulting services as follows:

     (a)  A monthly retainer of $2,500  commencing on December 26, 2002 and paid
          on December 26, 2003.

     (b)  A  cash  performance  bonus  for  extra  services  may  be  issued  to
          Consultants 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  Consultants  a Five Year (5) Stock  Option in the
Company's  common stock for 23,000,000  shares of the Company's  common stock at
the price per share of $.042  which was the  closing  price as of  December  26,
2002. 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.

6.   Expenses:

The Company agrees to reimburse the  Consultants  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 Consultants.

8.   Communications:

Company agrees to set up a private line for communications  between  Consultants
and Michael J. Parrella.

9.   Relationship:

Nothing  herein  shall  constitute  Consultants  as  employees  or agents of the
Company,  except to such extent as might  hereinafter be expressly  agreed for a
particular  purpose.  Consultants  shall not have the  authority  to obligate or
commit the Company in any manner whatsoever.

10.  Information:

The Company acknowledges that Consultants 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,  Consultants
agree  that they  shall not  disclose  any trade  secrets,  know-hov,,  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  Consultants,  their
partners,   officers,   directors,   employees  and  each  person  who  controls
Consultants  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 Consultants'  performances under
this  Agreement  and will  reimburse  Consultants  for all  expenses  (including
counsel fees) as they are incurred.

13.  Consultant an Independent Contractor:

Consultants  shall perform their services  hereunder as independent  contractors
and not as an employees of the company or an affiliate thereof.  It is expressly
understood  and agreed to by the parties hereto that  consultants  shall have no
authority to act for,  represent or bind the company or any affiliate thereof in
any manner,  except as may be agreed to expressly by the company in writing from
time to time.

14.  Assignment:

This Agreement shall not be assignable by either party.

15.  Prior Agreements

This Agreement supercedes all prior agreements.

16.  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.

17.  Notices

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

18.  Board Approval:

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

Very truly yours,


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



/s/ Morton Salkind
By: Morton Salkind, President


/s/ Steven Salkind
By: Steven Salkind, Vice President

Dated: December 26, 2002