NCT GROUP INC
CONSULTING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.I
<SEQUENCE>26
<FILENAME>exh-10i.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>
Exhibit 10(di)


                                N C T GROUP, INC.
                                20 KETCHUM STREET
                               WESTPORT, CT. 06880


February 11, 2003


Mr. Morton Salkind
Avant Interactive, Inc.


RE: CONSULTING AGREEMENT


This will  confirm  the  arrangements,  terms and  conditions  pursuant to which
Morton Salkind 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 Michael J. Parrella.

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 Mr. Morton  Salkind,  431 Route 10,
               Randolph,  NJ 07869  and NCT  Group,  Inc.,  20  Ketchum  Street,
               Westport, CT 06880, Attention: Michael J. Parrella.

18.  Board Approval:
     ---------------
               This  Agreement  has  been  approved  by the  Company's  Board of
               Directors.


Very truly yours,


NCT GROUP, INC.                            AGREED & ACCEPTED


/s/  Michael J. Parrella
------------------------
Michael J. Parrella                        Name:  Avant Interactive, Inc.
President, NCT Group, Inc.                        -----------------------
                                                  Consultant


                                           By:    /s/  Morton Salkind
                                                  -------------------------
                                                  Morton Salkind, President


Dated: February 11, 2003


<PAGE>


                                 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 Morton Salkind of Avant is
          not available to perform  services under this Agreement,  it is agreed
          that Carole  Salkind 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,  Carole  Salkind  shall  be added  to the  health  and life
          insurance  provided  by NCT as such  coverage  is  provided  to Morton
          Salkind 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/ Michael J. Parrella                       /s/ Morton Salkind
------------------------------------          ----------------------------------
By: Michael J. Parrella, Chairman/CEO         By: Morton Salkind, Vice President




Dated: March 12, 2003


<PAGE>


                                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 Morton Salkind of Avant
               is not available to perform services under this Agreement,  it is
               agreed that Carole  Salkind 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,  Carole Salkind
               shall be added to the health and life  insurance  provided by NCT
               as such coverage is provided to Morton Salkind 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/  Michael J. Parrella                       /s/  Mort Salkind
------------------------------------           ---------------------------------
By:  Michael J. Parrella, Chairman/CEO         By:  Mort Salkind, Vice President




Dated: April 3, 2003


<PAGE>


                                 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 Morton Salkind of Avant
               is not available to perform services under this Agreement.  it is
               agreed that Carole  Salkind 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,  Carole Salkind
               shall be added to the health and life  insurance  provided by NCT
               as such coverage is provided to Morton Salkind 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/  Michael J. Parrella                      /s/  Morton Salkind
--------------------------------------        ----------------------------------
By:  Michael J. Parrella, Chairman/CEO        By:  Morton Salkind Vice President




Dated: April 11,  2003


</TEXT>
</DOCUMENT>
