Exhibit 10(dp)
SIXTH AMENDMENT
OF CONSULTING AGREEMENT
DATED SEPTEMBER 30, 2002
BETWEEN
NCT GROUP, INC.
AND
ACME ASSOCIATES, INC.
Dated November 21, 2003
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
(the "Agreement"); and
WHEREAS, it is the desire of the parties hereto to amend the Agreement
because of substantial additional consulting services to be provided by
Consultant.
NOW THEREFORE, in consideration of the mutual promises contained herein, it
is agreed as follows:
1. Paragraph 2, Duties of Consultant, shall be amended to add the following:
"In addition to the above consulting services, Consultant will provide
consulting services pertaining to presentations of Company products and
services at trade shows and other public forums."
2. Paragraph 5, Equity for Services, 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 6,500,000 shares of the Company's
common stock at the price per share of $.041, which was the closing price
as of November 20, 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
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been approved by the Board of Directors. All previous options as amended
shall continue to be in full force and effect."
3. All other terms and conditions of the 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/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxx Xxxxxxx
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By: Xxxxxxx X. Xxxxxxxx By: Xxxxxx Xxxxxxx
Chairman & C.E.O. President
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