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/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxxx
---------------------------------------- ------------------------------
By: Xxxxxxx X. Xxxxxxxx, Chairman/CEO By: Xxxxxx Xxxxxxx, President
Dated: July 14, 2003
2