Exhibit 10(ao)
NCTI
00 XXXXXXX XXXXXX
XXXXXXXX, XX. 00000
September 30, 2002
Xx. Xxxxxx Xxxxxxx
Acme Associates, Inc.
RE: CONSULTING AGREEMENT
This will confirm the arrangements, terms and conditions pursuant to which
Xxxxxx Xxxxxxx of Acme Associates, Inc. ("Consultant"), has been retained to
serve as a management consultant and advisor to Noise Cancellation Technologies,
Inc., ("the Company"), for one (1) year, automatically renewable for a period of
one (1) year, commencing on September 30, 2002, 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:
Consultant will provide such consulting services and advice
pertaining to Company's business affairs as the Company may
from time to time reasonably request. Without limiting the
generality of the foregoing, Consultant will assist the
Company in corporate development, evaluating merger and
acquisition opportunities, refining business plans,
evaluation of marketing plan, strategy planning, and
recruiting. The services described shall be rendered by
Consultant with the direction of the Company and at such
time and place and in such manner (whether by conference,
telephone, letter or otherwise) as Company and Consultant
may mutually determine.
2. Term of the Agreement:
The effective date of this Agreement is September 30, 2002.
The term of this Agreement extends through September 30,
2003.
3. Available Time:
Consultant shall make available such time as it, in its sole
discretion, shall deem appropriate for the performance of
its obligations under this Agreement and may in certain
circumstances be entitled to additional compensation in
connection therewith.
4. Compensation:
As compensation for Consultant's services hereunder, the
Company shall pay to Consultant compensation for business
consulting services as follows:
(a) A monthly retainer of $2,500 commencing on September 30,
2002 and paid on September 30, 2003.
(b) A cash performance bonus for extra services may be
issued to Consultant by Company at the Company's discretion.
5. Equity for Services:
The Company will grant the Consultant a Five Year (5) Stock
Option in the Company's common stock for 50,000,000 Shares
of the Company's common stock at the price per share of .07
which was the closing price as of September 30, 2002. The
foregoing Options will immediately vest 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.
6. Expenses:
The Company agrees to reimburse the Consultant 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 Consultant.
8. Communications:
Company agrees to set up a private line for communica- tions
between Consultant and Xxxxxxx X. Xxxxxxxx.
9. Relationship:
Nothing herein shall constitute Consultant as an employee or
agent of the Company, except to such extent as might
hereinafter be expressly agreed for a particular purpose.
Consultant shall not have the authority to obligate or
commit the Company in any manner whatsoever.
10. Information:
The Company acknowledges that Consultant 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, Consultant agrees that it 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
Consultant, its partners, officers, directors, employees and
each person who controls Consultant 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 Consultant's performance under this Agreement and
will reimburse Consultant for all expenses (including
counsel fees) as they are incurred.
13. Assignment:
This Agreement shall not be assignable by either party.
14. Prior Agreements:
This agreement supercedes and replaces all prior agreements
between consultant (Acme Associates, Inc.) and the company.
15. 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.
16. Notices:
All notices will be sent via certified mail or overnight
courier such as Federal Express, to Xx. Xxxxxx Xxxxxxx, 000
Xxxxx 00, Xxxxxxxx, XX 00000 and Noise Cancellation
Technologies, Inc., 00 Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000,
Attention: Xxxxxxx X. Xxxxxxxx.
17. Board Approval:
This Agreement has been approved by the Company's Board of
Directors.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxxx
President
NCT Group, Inc.
AGREED & ACCEPTED:
Name: ACME ASSOCIATES, INC.
Consultant
/s/ Xxxxxx Xxxxxxx
---------------------------
By: Xxxxxx Xxxxxxx,
Vice President
Dated: September 30, 2002
