Exhibit 10(f)
N C T GROUP, INC.
00 XXXXXXX XXXXXX
XXXXXXXX, XX. 00000
January 23, 2003
Xx. Xxxxxx Xxxxxxx
INFRAME, INC.
RE: CONSULTING AGREEMENT
This will confirm the arrangements, terms and conditions pursuant to which
Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx of Inframe, Inc. ("Consultants"), has been
retained to serve as management consultants and advisors to Noise Cancellation
Technologies, Inc., ("the Company"), for one (1) year, automatically renewable
for a period of one (1) year, commencing on January 23, 2003, providing the
Agreement is not canceled by either party after the initial period of the fir t
year. The undersigned hereby agrees to the following terms and conditions:
1. Duties of Consultant:
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During the term of this agreement, consultants shall provide
the company with such regular and customary consulting
advice as is reasonably requested by the company, provided
that consultants shall not be required to undertake duties
not reasonably within the scope of the financial and
consulting advisory services contemplated by this agreement.
It is understood and acknowledged by the parties that the
value of the consultants' advice is not readily
quantifiable, and that consultants shall be obligated to
render advice upon request of the company, in good faith,
but shall not be obligated to spend any specific amount of
time in so doing. Consultants' duties may include, but will
not necessarily be limited to, providing recommendations
concerning the following financial and related matters:
a. Disseminating information about the company to the
investment community at large;
b. Rendering advice and assistance in connection with the
preparation of annual and interim reports and press
releases;
c. Assisting in the company's financial public relations;
d. Arranging, on behalf of the company, at appropriate
times. meetings with securities analysts of major
regional investment banking firms;
e. Rendering advice with regard to internal operations,
including:
(1) The formation of corporate goals and their
implementation;
(2) The company's financial structure and its divisions
or subsidiaries;
(3) Securing, when and if necessary and possible,
additional financing through banks and/or insurance
companies; and
(4) Corporate organization and personnel; and
f. Rendering advice with regard to any of the following
corporate finance matters:
(1) Changes in the capitalization of the company;
(2) Changes in the company's corporate structure;
(3) Redistribution of shareholdings of the company's
stock'
(4) Offerings of securities in public transactions;
(5) Sales of securities in private transactions;
(6) Alternative uses of corporate assets;
(7) Structure and use of debt; and
(8) Sales of stock by insiders pursuant to Rule 144 or
otherwise.
In addition to the foregoing, consultants agree to furnish
advice to the company in connection with (i) the acquisition
and/or merger of or with other companies, divestiture or any
other similar transaction, or the sale of the company itself
(or any significant percentage, assets, subsidiaries or
affiliates thereof), and (ii) financings, including private
financing and financing from financial institutions
(including but not limited to lines of credit, performance
bonds, letters of credit, loans or other financings.
Consultants shall render such other financial advisory and
consulting services as may from time to time be agreed upon
by consultants and the company.
2. Term of the Agreement:
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The effective date of this Agreement is January 23, 2003.
The term of this Agreement extends through January 23, 2004.
3. Available Time:
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Consultants shall make available such time as they, in their
sole discretion, shall deem appropriate for the performance
of their obligations under this Agreement and may in certain
circumstances be entitled to additional compensation in
connection therewith.
4. Compensation:
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As compensation for Consultants services hereunder, the
Company shall pay to Consultants compensation for business
consulting services as follows:
(a) A monthly retainer of $2,500 commencing on January 23,
2002 and paid on January 23, 2004.
(b) A cash performance bonus for extra services may be
issued to Consultants by Company at the Company's
discretion.
(c) All prior compensation agreements remain in full force
and effect.
5. Equity for Services:
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The Company will grant the Consultants a Five Year (5) Stock
Option in the Company's common stock for 23,000,000 shares
of the Company's common stock at the price per share of
$.042 which was the closing price as of January 23, 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. Al-1 previous options as amended shall continue
to be in full force and effect.
6. Expenses:
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The Company agrees to reimburse the Consultants 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 Consultants.
8. Communications:
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Company agrees to set up a private line for communications
between Consultants and Xxxxxxx X. Xxxxxxxx.
9. Relationship:
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Nothing herein shall constitute Consultants as employees or
agents of the Company, except to such extent as might
hereinafter be expressly agreed for a particular purpose.
Consultants shall not have the authority to obligate or
commit the Company in any manner whatsoever.
10. Information:
------------
The Company acknowledges that Consultants 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:
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Except in the course of the performance of its duties
hereunder, Consultants agree that they 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:
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The Company agrees to indemnify and hold harmless the
Consultants, their partners, officers, directors, employees
and each person who controls Consultants 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 Consultants' performances under this
Agreement and will reimburse Consultants for all expenses
(including counsel fees) as they are incurred.
13. Consultant an Independent
Contractor:
-------------------------
Consultants shall perform their services hereunder as
independent contractors and not as an employees of the
company or an affiliate thereof. It is expressly understood
and agreed to by the parties hereto that consultants shall
have no authority to act for, represent or bind the company
or any affiliate thereof in any manner, except as may be
agreed to expressly by the company in writing from time to
time.
14. Assignment:
-----------
This Agreement shall not be assignable by either party.
15. Prior Agreements:
----------------
This Agreement supercedes all prior agreements.
16. Governing Law:
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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.
17. Notices:
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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 NCT Group, Inc., 00 Xxxxxxx
Xxxxxx, Xxxxxxxx, XX 00000, Attention: Xxxxxxx X. Xxxxxxxx.
18. Board Approval:
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This Agreement has been approved by the Company's Board of
Directors.
Very truly yours,
NCT GROUP, INC. AGREED & ACCEPTED
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx Name: INFRAM, INC.
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President, NCT Group, Inc. Consu1tant
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
Dated: January 23, 2003
