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,...

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."

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     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


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