Exhibit 4(l)2
[NCT Group, Inc. Letterhead]
Dated as of June 28, 2002
Libra Finance S.A.
c/o Essex House - Suite 0000
000 Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxxxxxxx
Re: January 10, 2002 Warrant
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Dear Xxxx:
Reference is made to the Warrant (No. LF-3), dated January 10, 2002 (the
"Warrant"), of NCT Group, Inc., a Delaware corporation (the "Company"), pursuant
to which Libra Finance S.A. (the "Holder") is granted the right, subject to
terms and conditions of the Warrant, to purchase up to 5,000,000 shares (the
"Warrant Shares") of common stock, par value $.01 per share (the "Common
Stock"), of the Company. As of the date hereof, the Warrant remains unexercised
as to 5,000,000 Warrant Shares. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Warrant.
The Exercise Price is hereby amended to be the lesser of (i) $.07 or (ii) the
lowest Closing Bid Price between January 10, 2002 and June 28, 2003, inclusive.
Very truly yours,
NCT GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Chairman & Chief Executive Officer
