Exhibit 10(di)
N C T GROUP, INC.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
February 11, 2003
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Avant Interactive, Inc.
RE: CONSULTING AGREEMENT
This will confirm the arrangements, terms and conditions pursuant to which
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Avant Interactive, e, 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 February 11, 2003, providing the Agreement is not
canceled by either party after the initial period of the first year. The
undersigned hereby agrees to the following terms and conditions:
1. Duties of Consultant:
---------------------
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:
----------------------
The effective date of this Agreement is February 11, 2003. The
term of this Agreement extends through February 11, 2004.
3. Available Time:
---------------
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:
-------------
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 February 11, 2003
and paid on February 11, 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:
--------------------
The Company will grant the Consultants a Five Year (5) Stock
Option in the Company's common stock for 7,000,000 shares of the
Company's common stock at the price per share of $.04 which was
the closing price as of February 11, 2003. The foregoing Options
will vest immediately and will be part of the Stock Option
Agreement to be created by the Company. The sharesunderlying 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.
6. Expenses:
---------
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 o the
Consultants.
8. Communications:
--------------
Company agrees to set up a private line for communications
between Consultants and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
9. Relationship:
-------------
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:
----------------
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:
----------------
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:
-----------------
There are no prior agreements.
16. Governing Law:
--------------
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:
--------
All notices will be sent via certified mail or overnight courier
such as Federal Express, to ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and NCT Group, Inc., ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
18. Board Approval:
---------------
This Agreement has been approved by the Company's Board of
Directors.
Very truly yours,
NCT GROUP, INC. AGREED & ACCEPTED
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: Avant Interactive, Inc.
President, NCT Group, Inc. -----------------------
Consultant
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Dated: February 11, 2003
FIRST AMENDMENT
OF CONSULTING AGREEMENT
DATED February 11, 2003
BETWEEN NCT GROUP, INC.
AND
AVANT INTERACTIVE, INC.
WHEREAS, a Consulting Agreement was entered into between NCT Group, Inc.
(Hereinafter referred to as "NCT") and Avant Interactive, Inc. (hereinafter
referred to as Avant") which commenced on February 11, 2003; 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:
3. Paragraph 1, Duties of Consultant: to the contents of the paragraph
shall be added a second paragraph as follows:
"In addition to the above consulting services, consultant will provide
such consulting services and advise pertaining to the company's
international business affairs, as the company may, from time-to-time,
request."
4. 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 13,500,000 shares of
the company's common stock at the price per share of $.0 31, which was
the closing price as of March 12, 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."
3. Commencement Date: Notwithstanding anything to the contrary, the
effective date of the February 11, 2003 Consulting Agreement is hereby
changed to March 12,, 2003 with the five year option period to run
through March 12. 2008.
4. Additional Consultants: If for any reason ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Avant is
not available to perform services under this Agreement, it is agreed
that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or her designee is hereby authorized to perform
the consulting services as set forth in this Consulting Agreement as
well as in any other prior or future Consulting Agreements entered
into between NCT and Avant. Immediately upon the execution of this
Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be added to the health and life
insurance provided by NCT as such coverage is provided to ▇▇▇▇▇▇
▇▇▇▇▇▇▇ and executives and employees of NCT. Said coverage is to be at
the executive level.
5. 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. Name: AVANT INTERACTIVE, INC.
-----------------------
Consultant
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------ ----------------------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman/CEO By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
Dated: March 12, 2003
SECOND AMENDMENT
OF CONSULTING AGREEMENT
DATED February 11, 2003
BETWEEN NCT GROUP, INC.
AND
AVANT INTERACTIVE, INC.
WHEREAS, a Consulting Agreement was entered into between NCT Group, Inc.
(Hereinafter referred to as "NCT") and Avant Interactive, Inc. (hereinafter
referred to as Avant") which commenced on February 11, 2003; 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 1, Duties of Consultant: to the contents of the paragraph
shall be added a paragraph as follows:
"In addition to the above consulting services, consultant will
provide such consulting services and advise pertaining to
negotiations with Avaya."
2. 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 2,000,000
shares of the company's common stock at the price per share of
$.029, which was the closing price as of April 3, 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."
3. Commencement Date: Notwithstanding anything to the contrary, the
effective date of the February 11, 2003 Consulting Agreement is
hereby changed to April 3, 2003 with the five year option period
to run through April 3, 2008.
4. Additional Consultants: If for any reason ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Avant
is not available to perform services under this Agreement, it is
agreed that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or her designee is hereby authorized
to perform the consulting services as set forth in this
Consulting Agreement as well as in any other prior or future
Consulting Agreements entered into between NCT and Avant.
Immediately upon the execution of this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
shall be added to the health and life insurance provided by NCT
as such coverage is provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and executives and
employees of NCT. Said coverage is to be at the executive level.
5. 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. Name: AVANT INTERACTIVE, INC.
------------------------
Consultant
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------ ---------------------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman/CEO By: ▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
Dated: April 3, 2003
THIRD AMENDMENT
OF CONSULTING AGREEMENT
DATED February 11, 2003
BETWEEEN
NCT GROUP, INC.
AND
AVANT INTERACTIVE, INC.
WHEREAS, a Consulting Agreement was entered into between NCT Group. Inc.
(Hereinafter referred to as "NCT") and Avant Interactive, Inc. (hereinafter
referred to as Avant") which commenced on February 11, 2003: 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 1, Duties of Consultant: to the contents of the
paragraph shall be added a paragraph as follows:
"In addition to the above consulting services. consultant
will provide such consulting services and advise pertaining
to negotiations with resellers."
2. 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 2.000,000
shares of the company's common stock at the price per share of
$.031. which was the closing price as of April 11. 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."
3. Commencement Date: Notwithstanding anything to the contrary. the
effective date of the February 11, 2003 Consulting ting Agreement
is hereby changed to April 11. 2003 with the five year option
period to run through April 11. 2008.
4. Additional Consultants: If for any reason ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Avant
is not available to perform services under this Agreement. it is
agreed that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or her designee is hereby authorized
to perform the consulting services as set forth in this
Consulting Agreement as well as in any other prior or future
Consulting Agreements entered into between NCT and Avant.
Immediately upon the execution of this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
shall be added to the health and life insurance provided by NCT
as such coverage is provided to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and executives and
employees of NCT. Said coverage is to be at the executive level.
5. 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. Name: AVANT INTERACTIVE, INC.
------------------------
Consultant
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------- ----------------------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman/CEO By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President
Dated: April 11, 2003