Exhibit 4(i)3
[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: October 25, 2001 Warrant
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Dear Xxxx:
Reference is made to the Warrant (No. LF-2), dated October 25, 2001 but amended
by letter agreement dated January 10, 2002 (as so amended, 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 20,000,000 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 20,000,000
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
