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Sample Business Contracts

Consulting Agreement - Noise Cancellation Technologies Inc. and Morton Salkind

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


April 17, 2003

Mr. Morton Salkind
TURBO NETWORKS, INC.

RE: CONSULTING AGREEMENT


This will  confirm  the  arrangements,  terms and  conditions  pursuant to which
Morton Salkind of TURBO  NETWORKS,  INC.  ("Consultants"),  has been retained to
serve as management consultants and advisors to Noise Cancellation Technologies.
Inc., ("the Company"), for one (13 year, automatically renewable for a period of
one (1) year,  commencing  on April 17,  2003,  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 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
                         releases;
                    c.   Assisting in the company's financial public relations;
                    d.   Arranging,  on behalf of the  company,  at  appropriate
                         times,  meetings  with  securities

<PAGE>


                         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 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
                             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 financings.

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

<PAGE>


2.   Term of the Agreement:
     ----------------------
                    The effective  date of this Agreement is April 17. 2003. The
                    term of this Agreement extends through April 17, 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 April 17,
                         2003 and paid on April 17, 2004.

                    (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 2,000,000 shares of
                    the  Company's  common stock at the price per share of $.037
                    which  was the  closing  price as of  April  17.  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. 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.

<PAGE>


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
     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

<PAGE>


                    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
     ----------------
                    There are no 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. 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,


NCT GROUP, INC.                               AGREED & ACCEPTED




/s/  Michael J. Parrella
-----------------------------
     Michael J. Parrella                      Name: TURBO NETWORKS, INC.
     President, NCT Group, Inc.                     Consultant

                                              By: /s/  Morton Salkind
                                              ----------------------------------
                                                       Morton Salkind, President


Dated: April 17, 2003

<PAGE>


                                 FIRST AMENDMENT
                             OF CONSULTING AGREEMENT
                              DATED APRIL 17, 2003
                                     BETWEEN
                                 NCT GROUP, INC.
                                       AND
                              TURBO NETWORKS, INC.


     WHEREAS,  a Consulting  Agreement was entered into between NCT Group,  Inc.
(hereinafter  referred  to as  "NCT")  and  Turbo  Networks,  Inc.  (hereinafter
referred to as "Turbo") which commenced on April 17, 2003; 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 5, Equity for Services:  the contents of the paragraph shall
          be amended to add the following:


          "The company hereby grants the consultant an additional  five year (5)
          stock option in the company's  common stock for  18,550,000  shares of
          the company's common stock at the price per share of $.042,  which was
          the closing price as of May 22, 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.  All previous  options as amended  shall  continue to be in
          full force and effect."


                                       1
<PAGE>

     2.   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.                                  TURBO NETWORKS, INC.
                                                  Consultant



 /s/  Michael J. Parrella                         /s/  Morton Salkind
 --------------------------------------           ------------------------------
 By:  Michael J. Parrella, Chairman/CEO           By:  Morton Salkind, President



Dated:  May 22, 2003


                                       2





                                SECOND AMENDMENT
                             OF CONSULTING AGREEMENT
                              DATED April 17, 2003
                                     BETWEEN
                                 NCT GROUP, INC.
                                       AND
                              TURBO NETWORKS, INC.


     WHEREAS,  a Consulting  Agreement was entered into between NCT Group,  Inc.
(hereinafter  referred  to as  "NCT")  and  Turbo  Networks,  Inc.  (hereinafter
referred to as "Turbo") which commenced on April 17, 2003; and

     WHEREAS,  it is the  desire  of the  parties  hereto  to  amend  the  above
agreement because of substantial  additional  consulting services to be provided
by Turbo.

     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 paragraph as follows:

          "In addition to the above consulting services, consultant will provide
          such consulting  services and advise  pertaining to negotiations  with
          resellers."

     2.   Paragraph 5, Equity for Services:  the contents of the paragraph shall
          be  amended  to add the  following:  "The  company  hereby  grants the
          consultant an  additional  five year (5) stock option in the company's
          common stock for 2,000,000 shares of the company's common stock at the
          price per share of $.04,  which was the  closing  price as of June 26,
          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.  All previous  options as amended
          shall continue to be in full force and effect."

     3.   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 A ACCEPTED:


NCT GROUP, INC.                               Name: TURBO NETWORKS, INC.
                                                    --------------------
                                                    Consultant




/s/   Michael J. Parrella                     /s/   Morton Salkind
---------------------------------------       ----------------------------------
By:   Michael J. Parrella, Chairman/CEO       By:   Morton Salkind


Dated: June 28, 2003