Consulting Agreement - Noise Cancellation Technologies Inc. and Morton Salkind
N C T GROUP, INC.
20 KETCHUM STREET
WESTPORT, CT. 06880
June 12, 2003
Mr. Morton Salkind
Maple Industries. Inc.
RE: CONSULTING AGREEMENT
This will confirm the arrangements, terms and conditions pursuant to which
Morton Salkind of Maple Industries, 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 June 12, 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 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 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 June 12, 2003. The term of
this Agreement extends through June 12, 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 June 12, 2003 and paid
on June 12, 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 23.000,000 shares of the Company's common stock
at the price per share of $.044 which was the closing price as of June 1 1,
2003. The foregoing Options will vest immediately 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 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-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 v ho 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
Contractor:
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
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/ Cy E. Hammond Name: Maple Industries, Inc.
--------------------------- Consultant
Michael J. Parrella By: /s/ Morton Salkind
President, NCT, Group, Inc. -------------------------
Cy E. Hammond Morton Salkind, President
For Michael J. Parrella
Dated: June 12, 2003