Sample Business Contracts

Consulting Agreement - Noise Cancellation Technologies Inc. and Morton Salkind

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                                N C T GROUP, INC.
                                20 KETCHUM STREET
                               WESTPORT, CT. 06880

January 23, 2003

Mr. Morton Salkind


This will  confirm  the  arrangements,  terms and  conditions  pursuant to which
Morton Salkind and Steven  Salkind of Inframe,  Inc.  ("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 January 23,  2003,  providing  the
Agreement is not canceled by either party after the initial  period of the fir t
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 matters:

                    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

                    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,
                         (1) The formation of corporate goals and their
                         (2) The company's financial structure and its divisions
                             or subsidiaries;
                         (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 matters:

                         (1) Changes in the capitalization of the company;
                         (2) Changes in the company's corporate structure;
                         (3) Redistribution of shareholdings of the company's
                         (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

                    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 financings.

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


2.   Term of the Agreement:
                    The  effective  date of this  Agreement is January 23, 2003.
                    The term of this Agreement extends through January 23, 2004.

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 January 23,
                    2002 and paid on January 23, 2004.
                    (b) A cash  performance  bonus  for  extra  services  may be
                    issued  to   Consultants   by  Company   at  the   Company's
                    (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 January 23,  2003.
                    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.  Al-1 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-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
                    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
                    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

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

17.  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 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

Very truly yours,

NCT GROUP, INC.                           AGREED & ACCEPTED

/s/  Michael J. Parrella
     Michael J. Parrella                  Name:  INFRAM, INC.
     President, NCT Group, Inc.                  Consu1tant

                                          By: /s/  Morton Salkind
                                                   Morton Salkind, President

Dated: January 23, 2003