12% Secured Convertible Note Agreement between NCT Group, Inc. and Carole Salkind

Summary

NCT Group, Inc. issued a 12% secured convertible note to Carole Salkind for $652,655, with a conversion price based on the lowest sale price of NCT's common stock during a specified two-day period or the stock's par value at conversion, whichever is higher. The note was issued on February 13, 2006, and is due on August 13, 2006. This agreement outlines the terms for repayment and the option for Carole Salkind to convert the note into NCT common stock under the stated conditions.

EX-10.5(B) 6 exh_10-5b.txt FORM OF 12% CONVERTIBLE NOTE Exhibit 10.5(b) Schedule of 12% Secured Convertible Notes issued by NCT Group, Inc. to Carole Salkind during the three months ended March 31, 2006 Conversion Issue Date Due Date Principal Price (a) ---------- -------- --------- --------- 02/13/06 08/13/06 $ 652,655 $0.0100 --------------- $ 652,655 =============== (a) Note conversion price will be the greater of: (i) the lowest last sale price of NCT's common stock during the two-day period comprised of the date of the note and the preceding date; or (ii) the par value of NCT's common stock on the date the conversion notice is delivered to NCT.