Amendment to Warrant Agreement between NCT Group, Inc. and Libra Finance S.A. (June 28, 2002)

Summary

NCT Group, Inc. and Libra Finance S.A. have agreed to amend the terms of a warrant originally issued on January 10, 2002. The warrant allows Libra Finance S.A. to purchase up to 5,000,000 shares of NCT Group's common stock. This amendment changes the exercise price to the lower of $0.07 per share or the lowest closing bid price between January 10, 2002, and June 28, 2003. All other terms of the original warrant remain unchanged.

EX-4.L2 4 exh-4l2.txt AGREEMENT Exhibit 4(l)2 [NCT Group, Inc. Letterhead] Dated as of June 28, 2002 Libra Finance S.A. c/o Essex House - Suite 2701 160 Central Park South New York, NY 10019 Attn: Arie Rabinowitz Re: January 10, 2002 Warrant ------------------------ Dear Arie: Reference is made to the Warrant (No. LF-3), dated January 10, 2002 (the "Warrant"), of NCT Group, Inc., a Delaware corporation (the "Company"), pursuant to which Libra Finance S.A. (the "Holder") is granted the right, subject to terms and conditions of the Warrant, to purchase up to 5,000,000 shares (the "Warrant Shares") of common stock, par value $.01 per share (the "Common Stock"), of the Company. As of the date hereof, the Warrant remains unexercised as to 5,000,000 Warrant Shares. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Warrant. The Exercise Price is hereby amended to be the lesser of (i) $.07 or (ii) the lowest Closing Bid Price between January 10, 2002 and June 28, 2003, inclusive. Very truly yours, NCT GROUP, INC. By: /s/ Michael J. Parrella ----------------------------------- Michael J. Parrella Chairman & Chief Executive Officer