Exhibit 10(ba)
NCT GROUP, INC.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
December 26, 2002
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
MOTORWORLD, INCORPORATED
RE: CONSULTING AGREEMENT
This will confirm the arrangements, terms and conditions pursuant to which
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Motorworld, Incorporated ("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 December 26,
2002, 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 December 26, 2002. The term of this
Agreement extends through December 26. 2003.
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 December 26, 2002 and paid
on December 26, 2003.
(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 23,000,000 shares of the Company's common stock at
the price per share of $.042 which was the closing price as of December 26,
2002. 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.
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 to 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-hov,, 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
This Agreement supercedes all 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.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
NCT Group, Inc.
AGREED & ACCEPTED:
Name: MOTORWORLD, INCORPORATED
Consultant
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Name: MOTORWORLD, INCORPORATED
Consultant
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
Dated: December 26, 2002
