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

June 12, 2003

Mr. Morton Salkind
Maple Industries. Inc.


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
               (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

          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

          (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

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

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


     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,


                                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