First Amendment to Consulting Agreement Between NCT Group, Inc. and Acme Associates, Inc.

Summary

NCT Group, Inc. and Acme Associates, Inc. have amended their existing consulting agreement to grant Acme Associates an additional five-year stock option for 25,000,000 shares of NCT Group's common stock at a set price. These options vest immediately and will be included in a forthcoming Stock Option Agreement, with the shares to be registered in the company's next registration statement. All other terms of the original agreement remain unchanged.

EX-10.CR 12 exh-10cr.txt AMENDMENT TO CONSULTING AGREEMENT Exhibit 10(cr) FIRST AMENDMENT OF CONSULTING AGREEMENT DATED SEPTEMBER 30, 2002 BETWEEN NCT GROUP, INC. AND ACME ASSOCIATES, INC. WHEREAS, a Consulting Agreement was entered into between NCT Group, Inc. (hereinafter referred to as the "Company") and Acme Associates, Inc. (hereinafter referred to as "Consultant") which commenced on September 30, 2002; 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 25,000,000 shares of the Company's common stock at the price per share of $.0312, which was the closing price as of July 14, 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 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. ACME ASSOCIATES, INC. Consultant /s/ Michael J. Parella /s/ Morton Salkind - ---------------------------------------- ------------------------------ By: Michael J. Parrella, Chairman/CEO By: Morton Salkind, President Dated: July 14, 2003 2